Terms and Conditions
Effective date: 29th April 2025
Please read these Terms and Conditions (“Terms” or "Agreement") carefully. This Agreement governs your access to and use of the Services (as defined below) provided by Agentik, Inc. d/b/a “Cleric” ("Company").
By clicking "I Agree” or by accessing or using the Services, you, or the entity you represent ("Customer"), agree to be bound by this Agreement, including any Order Form(s) entered into hereunder. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Customer" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.
This Agreement is effective as of the date Customer first clicks "I Agree” or first accesses or uses the Services ("Effective Date"). This Agreement includes and incorporates any Order Form(s) mutually agreed upon, and contains, among other things, warranty disclaimers, liability limitations and use limitations.
1.1 Subject to Customer's compliance with these Terms, Cleric grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service described at https://cleric.ai/ solely for Customer's internal business purposes and subject to the usage limits and technical constraints described at https://cleric.ai/try or as otherwise communicated during the registration or ordering process. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with its standard practices, as may be updated from time to time, as well as the Service Level Terms attached hereto as Exhibit A.
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5 If Customer uses the "Bring Your Own LLM" tier of the Service: (a) Customer is limited to one hundred (100) investigations per calendar month, unless otherwise specified by Company, (b) Customer must provide its own valid API key for a compatible Large Language Model (LLM) service. Customer is solely responsible for any fees or usage charges incurred with the third-party LLM provider and must comply with such provider's terms. Company is not responsible for the performance or availability of third-party LLM services.
2.6 Customer agrees not to submit, upload, or cause the Service to process any data that includes sensitive personal information unless a specific feature description provided by Company via the Service interface or on its website expressly permits such submission and subject to any additional terms applicable to that feature. Customer is solely responsible for reviewing and redacting or anonymizing any Customer Data prior to submitting it to the Service to ensure it does not contain sensitive personal information or other confidential information Customer does not wish to expose to the Service.
3.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Ownership. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth herein.
3.3 Service Data. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data solely in aggregate or other de-identified form ("Service Data") to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such Service Data solely in aggregate or other de-identified form in connection with its business.
3.4 Output. Company acknowledges that the Service generates suggestions, text, analyses, or other responses ("Output") based on Customer Data submitted by Customer to the Service for processing. Subject to Customer's compliance with these Terms, Company hereby makes a present assignment to Customer of all its right, title, and interest in and to the Output generated by the Service specifically for Customer based on such submitted Customer Data. Customer acknowledges that: (a) Output is generated through an artificial intelligence system, and Company makes no warranties regarding the accuracy, completeness, or uniqueness of the Output; (b) due to the nature of machine learning, the Service may generate the same or similar Output for Company or other customers based on similar inputs submitted by others, and this assignment does not restrict Company's ability to do so; and (c) this assignment pertains only to the specific Output generated for Customer and does not grant Customer any rights in the underlying Service, Software, algorithms, models, or other intellectual property owned by Company.
3.5 Feedback. Customer may voluntarily provide suggestions, comments, or other feedback (“Feedback”) regarding the Service. Company may use such Feedback for any purpose without restriction or obligation to Customer.
3.6 Company will maintain appropriate technical and organizational measures designed to protect the security, confidentiality and integrity of Customer Data. Company will not use Customer Data to train third-party generative AI models.
3.7 Personally Identifiable Information. The Service is not intended for the processing of Personally Identifiable Information (“PII”) or personal data beyond what is minimally required for account registration and use of the Service as generally described by Company on its website or service interface. Customer agrees to minimize the inclusion of PII when submitting Customer Data to the Service. To the extent Company inadvertently receives PII as part of Customer Data submitted for processing, Company will treat such information in accordance with its Privacy Policy and applicable law. Upon verifiable request from Customer detailing the specific PII inadvertently submitted, Company will use commercially reasonable efforts to delete such PII from its active systems, subject to Company's standard data retention and backup policies and any applicable legal preservation requirements.
4.1 Free Trial. Company may offer Customer a one-time free trial subscription to a specified tier of the Service for a period of thirty (30) calendar days, beginning on the date Customer completes registration for the free trial ("Free Trial Period"). Additional trial terms and conditions may appear on the trial registration web page and are incorporated into these Terms by reference. During the Free Trial Period, the Service is provided “AS-IS” without any warranty, notwithstanding anything to the contrary herein. Customer acknowledges that certain features or functionalities may be limited during the Free Trial Period. ANY CUSTOMER DATA CUSTOMER ENTERS INTO THE SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR CUSTOMER, DURING THE FREE TRIAL PERIOD MAY BE PERMANENTLY LOST UNLESS CUSTOMER UPGRADES TO A PAID SUBSCRIPTION BEFORE THE END OF THE FREE TRIAL PERIOD. **ACCESS TO THE SERVICE UNDER THE FREE TRIAL WILL AUTOMATICALLY TERMINATE AT THE END OF THE FREE TRIAL PERIOD UNLESS CUSTOMER ACTIVELY SUBSCRIBES TO A PAID PLAN FOR THE SERVICE PRIOR TO THE EXPIRATION OF THE FREE TRIAL PERIOD.** To continue using the Service after the Free Trial Period, Customer must upgrade to a paid subscription plan according to the options presented by Company (e.g., via the Service interface or pricing page) and agree to pay the applicable Fees pursuant to Section 4.2 and 4.3.
4.2 Paid Tiers. Fees for any paid tiers or subscription plans (including those converted from a Free Trial) are described on the Company pricing page (https://cleric.ai/pricing) or in an applicable order form or ordering process presented to Customer ("Fees"). Customer agrees to pay the Fees applicable to the tier or plan selected or converted into
4.3 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or thencurrent renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.4 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
5.1 Term. These Terms commence on the Effective Date and continue until terminated as set forth herein (the "Term"). If Customer registers for a Free Trial pursuant to Section 4.1, the Agreement remains in effect during the Free Trial Period. If Customer upgrades to a paid subscription plan prior to the expiration of the Free Trial Period, the initial paid subscription term shall commence on the date of such upgrade and shall continue for the period selected by Customer during the upgrade process or as set forth in an applicable order form ("Initial Service Term"). If no Free Trial is applicable, or if Customer registers for a paid plan directly, the Initial Service Term commences on the Effective Date. Following the Initial Service Term, this Agreement shall automatically renew for additional periods of the same duration as the Initial Service Term (or, if not specified, for successive one-year periods), unless either party requests termination by providing written notice to the other party at least thirty (30) days prior to the end of the then-current term.
5.2 Termination by Customer. Customer may stop using the Service and terminate these Terms at any time by closing its account according to the procedures specified within the Service or by providing written notice to Company. Termination will be effective upon Company's processing of the request. No refunds for prepaid fees will be provided unless otherwise expressly stated.
5.3 Termination by Company. Company may suspend or terminate Customer's access to the Service and terminate these Terms upon written notice if Customer materially breaches these Terms and fails to cure such breach within five (5) days of receiving notice thereof (or immediately in the case of non-payment or breach of Section 3.1). Notwithstanding anything to the contrary, during any Free Trial Period applicable to Customer pursuant to Section 4.1, Company may suspend or terminate Customer's access to the Service and terminate these Terms for any reason or no reason, effective immediately upon notice to Customer.
5.4 Effect of Termination. Upon termination or expiration of these Terms for any reason: (a) all rights granted to Customer hereunder shall immediately terminate; (b) Customer’s access to the Service will be revoked; (c) Customer shall pay any outstanding Fees owed to Company for the Service up to and including the last day on which the Service is provided; and (d) Company may, after a reasonable period (e.g., thirty (30) days), delete Customer Data stored within the Service, unless legally prohibited.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, COMPLETE, OR RELIABLE, OR THAT ANY OUTPUT GENERATED BY THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR BE FIT FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES WHICH MAY HAVE INHERENT BIASES AND LIMITATIONS, AND MAY PRODUCE UNINTENDED OR INACCURATE RESULTS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE OUTPUT GENERATED BY THE SERVICE IS CREATED BY ARTIFICIAL INTELLIGENCE SYSTEMS, MAY CONTAIN ERRORS, OMISSIONS, OR BIASES, AND IS NOT GUARANTEED TO BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY SPECIFIC PURPOSE. CUSTOMER FURTHER ACKNOWLEDGES THAT OUTPUT DOES NOT CONSTITUTE PROFESSIONAL ADVICE. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR INDEPENDENTLY VERIFYING AND VALIDATING ANY OUTPUT BEFORE RELYING UPON IT FOR ANY DECISION-MAKING OR OTHER USE, AND ACCEPTS ALL RISKS ASSOCIATED THEREWITH.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
