TERMS OF SERVICE

Last Updated: June 26, 2023 

1.       ACCEPTANCE OF TERMS

Clara Technologies Inc. (“Clara,” “we,” or “us”) provides technology-enabled services, including the Software as a Service offering branded as “Clara,” the website located at https://app.rentwithclara.com/, any Mobile Apps (as defined below), the Verification Services (as defined below), and other related software, content and services, including all versions and upgrades thereto (collectively, the “Services”). Your use of the Services is subject to and governed by these Terms of Service (these "Terms"). Clara reserves the right, in its discretion, to modify or update these Terms at any time. You can access and review the most current version of these Terms at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Clara.

 

THESE TERMS IS AN AGREEMENT BETWEEN YOU AND CLARA REGARDING YOUR USE AND OUR PROVISION OF THE SERVICES. PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

 

THESE TERMS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

 

If you are entering into these Terms as an individual, you represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by these Terms; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.  

 

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such entity to these Terms, in which case the term “you” shall refer to such entity. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT ACCESS OR USE THE SERVICES.

 

2.       SERVICES.

The Services offer functionality that allows users consisting of renters on the one hand (“Tenants”) and landlords and property managers on the other hand (“Landlords”) , to find properties and potential Tenants (as applicable), and to allow users to, among other things, share leasing information, publish available properties (each, a “Listing”), and submit and accept rental applications. Subject to and conditioned upon your compliance with these Terms, Clara hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Services only for the intended use set forth in the preceding sentence. Your access to and use of the Services must further comply with all usage guidelines posted by Clara. By posting a Listing, you hereby represent and warrant that you are the property owner for such property being posted, or the duly authorized agent or representative of such property owner.

3.       VERIFICATION SERVICES AND DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

(a)                       Authorizations. By requesting a credit report, identity verification, income verification, background check or any other verification services as a Tenant via the Services (collectively, the “Verification Services”), you are authorizing, directing and providing “written instructions” (as applicable) under the Fair Credit Reporting Act (as amended, “FCRA”), to (i) Clara to share your personal and financial information with the third-party providers of the Verification Services in order to enable such providers to provide the Verification Services (which may include without limitation, your name, address(es), date of birth and Social Security Number), (ii) the third-party providers of the Verification Services, and each of their employees, agents, subsidiaries, affiliates, contractors, and third party data providers, and all other consumer reporting agencies under the FCRA or other credit bureaus, to access, transfer, store and process your personal and financial information in order to provide the Verification Services, including without limitation: (A) obtaining your credit files from each national consumer reporting agency and exchanging information about you with each such national consumer reporting agency in order to verify your identity and to provide the Services to you; and (B) otherwise obtaining reports about you which may include information about your address history, name and alias, character, mode of living, credit history and standing, and criminal record (collectively, “Consumer Reports”), and (iii) Clara to share such Consumer Report(s) with the applicable Landlords.

(b)                       Verification Services Providers. The following terms and conditions shall apply to any use of the Verification Services (the “Verification Services Terms”):

                                          i.                        Background Check and Consumer Report Provider. The Services allow Tenants to use the Verification Services provided by CRS Group Inc. (“CRS”) to submit a request for a background check, Consumer Report or other credit check to be provided to Landlords in connection with Tenant’s lease application applicable to a rental offering provided by such Landlord. If you use CRS as a Tenant, you authorize Clara to obtain your background check report, Consumer Report, including criminal and eviction history), and any other reports you request, and to share that information with the applicable Landlords, and you are consenting to both soft and hard inquiries on your credit, as applicable with respect to the reporting option you select. You further acknowledge that CRS utilizes (A) CIC’s services to generate such background, criminal and eviction information and you agree to the CIC Legal and Privacy Policy available at https://www.cicreports.com/legal-and-privacy-policy/, and (B) in good faith, one or more consumer reporting agencies (including but not limited to Experian, Equifax and TransUnion) to generate Consumer Reports and you hereby agree: (1) if you are a Tenant requesting a Consumer Report, the TransUnion Consumer Agreement Terms available at https://drive.google.com/file/d/1lqplntc7p5z1G-nV-VYkwWPqAIRciKGJ/view, the Experian Connect Terms and Conditions, available at https://connect.experian.com/legal/terms.html, the Equifax Terms of Use available at https://www.equifax.com/terms/, and any other terms applicable to Tenant’s use of a consumer reporting agency’s services in connection with the Verification Services as communicated by Clara from time to time; and (2) if you are a Landlord receiving a Consumer Report, the TransUnion End User Terms available at https://drive.google.com/file/d/1-ItGPds-pAdaybiMuXlWE7oamuv4sG7V/view?usp=sharing, the Experian Connect Terms and Conditions, available at https://connect.experian.com/legal/terms.html, the Equifax Terms of Use available at https://www.equifax.com/terms/, and any other terms applicable to Landlord’s receipt of a Consumer Report in connection with the Verification Services as communicated by Clara from time to time. You acknowledge and agree that we are not a credit bureau or consumer reporting agency and do not control and are not responsible for the contents of any reports, checks or other products provided by the Verification Services. To dispute the contents of any of the Verification Services, you must contact the appropriate consumer reporting agency or other third-party provider that issued the relevant consumer report.

                                        ii.                        Plaid. The Services allow Tenants to use services provided by Plaid Inc. (the “Plaid Services”) to submit requests for income, asset, identity and other verification reports to be sent to Landlords. If you use the Plaid Services, you agree to the applicable terms and conditions available at https://plaid.com/legal/, and you agree to your personal and financial information being transferred, stored and processed by Plaid Inc. in accordance with the Plaid Privacy Policy, also available at https://plaid.com/legal/.

(c)                       Intended Purpose. By utilizing the Verification Services, either as a Tenant or a Landlord, you certify that you are utilizing such Verification Services solely for the purposes of evaluating or furnishing (as applicable) the relevant reports in connection with the applicable rental application or Tenant account and for no other purpose. In connection with such Verification Services, we (a) do not control how a Landlord uses a Consumer Report in evaluating applications, (b) are not responsible for any part of the Verification Services, and (c) do not guarantee any acceptance by a Landlord of any application.

(d)                       Landlord Compliance. As a Landlord, you agree that: (i) you will not discriminate against a Tenant applicant or otherwise misuse the information contained in any Consumer Report, as provided by any applicable federal or state equal opportunity laws or regulations; (ii) you will familiarize yourself with FCRA and any applicable state laws governing the use of consumer reports and comply with FCRA and all such state laws and other applicable laws; and (iii) to the extent you rely in any way on the contents of a credit report in taking an adverse action against a Tenant, you may be required to furnish the applicant with an adverse action notice as required by FCRA and applicable state law.

(e)                       Advertisers and Other Third Parties. The Services may include or provide access to third party products, services, content, or offerings which are not Verification Services, including advertising for such (“Third Party Services”). You acknowledge that different terms of use and privacy policies may apply to your use of such Third Party Services and that such terms and policies are solely between you and the advertiser or other third party. You agree that Clara does not endorse and is not responsible or liable for any issues related to Third Party Services.

4.       USER CONDUCT AND RESTRICTIONS

(a)                       Mobile Apps. Clara may make available mobile software applications or mobile-compatible versions of the Clara website for access to and use of certain components of the Services (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to and governed by these Terms. If any Mobile App is downloaded by you from the iTunes App Store, Windows Phone Store, Amazon Appstore, Google Play or any similar service (an “App Store”), your use of such Mobile App is further subject to your compliance in all material respects with the terms and conditions of the applicable usage rules set forth by such App Store. These Terms is between you and Clara only, and not with the proprietor of any App Store (a “Third Party Proprietor”), and no Third Party Proprietor is responsible for Mobile Apps and the contents thereof; however, any Third Party Proprietor and its subsidiaries are third-party beneficiaries of these Terms with respect to Mobile Apps.

 

(b)                       Trademarks. You may not use the Clara names, brands, trademarks, service marks or logos that Clara makes available on the Services (“Marks”). Clara claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Clara. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to Clara’s benefit.

 

(c)                       Account Information. In order to access certain features or resources of the Services, you will be asked to provide certain information and/or create an account through our online registration process. You represent and warrant to us that any and all information you provide during such registration or at any other time through the Services is (i) true, accurate, current, and complete, and (ii) accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account information or password), you should immediately notify Clara. You may be liable for the losses incurred by Clara or others due to any unauthorized use of your account.  We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

 

(d)                       Usage Restrictions. In your use of the Services, you will not:

 

                                          i.                        use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under these Terms;

                                        ii.                        reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework or data records within or associated with the Services;

                                       iii.                        interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;

                                       iv.                        provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet "links" to the Services or "frame" or "mirror" the Services on any other server or wireless or Internet-based device;

                                         v.                        access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;

                                       vi.                        display unsolicited or unauthorized advertising, solicitations, promotional materials or any other prohibited form of solicitation;

                                     vii.                        violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;

                                    viii.                        remove or obscure any proprietary notice that appears within the Services;

                                       ix.                        impersonate any person or entity, including Clara personnel, or falsely state or otherwise misrepresent your affiliation with Clara or any other entity or person;

                                         x.                        forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;

                                       xi.                        take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure;

                                      xii.                        purport to hold any license, expertise or qualification (including any such licenses or qualifications which would allow you to practice real estate, law, medicine or any other regulated professional activity) which you do not hold or from which you have been suspended permanently or temporarily; or

                                    xiii.                        use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce or archive any substantial portion of the Services.

 

(e)                       Content Restrictions. You will not upload, post, email, store, transmit, or otherwise make available any content that:

                                          i.                        is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable;

                                        ii.                        may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non- disclosure agreement);

                                       iii.                        infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;

                                       iv.                        consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation;

                                         v.                        contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;

                                       vi.                        contains infringing, libelous or otherwise unlawful or tortious material; or

                                     vii.                        consists of information that you know or have reason to know is false or inaccurate.

(f)                        Compliance Obligations. In your use of the Services, you agree to:

                                          i.                        use the Services in compliance with all applicable laws, and all legal notice and disclosure requirements as provided in Verification Services Terms, including without limitation, the Fair Credit Reporting Act and the Fair Housing Act;

                                        ii.                        comply with the Verification Services Terms;

                                       iii.                        as a Landlord, use the Services on your own behalf and not transmit any information received through the Services to unaffiliated third parties who do not provide you with any products or services in connection with the rental offerings you provide on the Services (affiliated third parties may include, without limitation, lenders, property management software vendors, and property management companies under contract with you), including without limitation any Tenant application information or any reports generated by or accessible through the Verification Services;

                                       iv.                        as a Landlord, not use any of the Verification Services for any purpose other than to assist you in making a residential leasing decision;

                                         v.                        as a Landlord, not ask or require a Tenant to provide any banking, sensitive financial or personally identifiable information to you by any means other than through the Verification Services;

                                       vi.                        not submit any false or fraudulent information through the Services or otherwise use the Services for false or fraudulent purposes; and

                                     vii.                        not use the Services to discriminate against anyone based on race, color, national origin, religion, sex, disability, or the presence of children, or decline or treat a Tenant differently based on any other class protected by the laws of your state and municipality (e.g., sexual orientation, gender identity, source of income, military status or marital status).

(g)                       No Waiver. Clara’s failure to enforce any of the restrictions, requirements or guidelines set forth in this Section 4 shall not act as a waiver for any future enforcement, will not be considered a breach of these Terms and does not create a private right of action for any other party.

(h)                       Content Removal. We reserve the right to edit or remove any content without notice to you, including without limitation any Listing that we determine in our sole discretion: (A) violates this Section 4 or any third party rights; (B) violates the Digital Millennium Copyright Act of 1998; (C) results in the publication of any material that we deem inappropriate; (D) results in the publication of any content that violates the Fair Housing Act and any other applicable fair housing laws or regulations; or (E) is associated with an account that is delinquent in payment of Fees.

5.       NO BROKERAGE RELATIONSHIP OR ADVICE

 

The Services are offered as a facilitation service only; we are not a broker, property manager, insurance agency, payment processor, legal advisor, money transmitter, payment manager, or credit reporting agency, and the Services do not (and are not intended at any time to) provide any financial, credit repair, legal or real estate advice to you.  Without limiting the foregoing, we (a) do not counsel parties to enter into, or participate in any lease discussions or negotiations, (b) are not a party to any lease, (c) do not guarantee any property or lease, (d) do not collect or process payments in connection with any lease, (e) do not negotiate or execute any lease, sublease, or sales or rental documentation or contract, and (f) do not show properties to prospective tenants.   You acknowledge that if you elect to use the Services, we do not represent you in any capacity in any transaction, or in the rental, purchase, sale or exchange of real property, including in any negotiations relating thereto.   If you need or wish to have such representation, you are encouraged to obtain assistance from a licensed real estate professional and attorney in connection with the negotiation and completion of any transaction. Clara does not independently verify any Tenant or Landlord, verify any of the information provided to the Services, or perform the Verification Services. Furthermore, Clara does not make any representation or warranty as to the quality or qualifications of any Tenant or Landlord, the accuracy of any rental application, or guarantee any results from any Verification Services.   

6.       PRIVACY POLICY

In addition to these Terms, the Clara Privacy Policy at https://app.rentwithclara.com/privacy (“Privacy Policy”) applies to how we may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, we may receive certain information about you, including personal data, as set forth in the Privacy Policy, and we may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy, including without limitation, the provision of personally identifiable information by providers of the Verification Services to third parties as provided in the Privacy Policy. You hereby waive any and all claims against such Verification Services providers and each of their agents and employees for the acts and omissions of such providers with regard to the use and disclosure of such personally identifiable information. .

7.       PROPRIETARY RIGHTS

(a)                       Your Content. In addition to the foregoing, you grant Clara and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to host, store, display, perform, use, reproduce, modify, adapt, distribute, make and have made all content (in any form and any medium, whether now known or later developed), including without limitation any Listings, that you provide in connection with the Services. You acknowledge and agree that the technical processing and transmission of data associated with the Services may require: (i) transmission over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.

(b)                       Ownership. The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Clara retains and reserves all rights not expressly granted in these Terms. You acknowledge and agree that, as between you and Clara, Clara and its licensors own all rights, title and interest (including all intellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Clara reserves all rights not expressly granted to you in these Terms.

(c)                       Feedback. If you elect to provide or make available to Clara any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), Clara shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.

8.       FEES

(a)                       Payment. You shall pay all agreed upon fees for all products or features ordered through the Services as set forth in the order confirmation page (“Fees”) in accordance with the terms set forth herein and any additional terms set forth on the Services.

(b)                       Payment Terms and Third Party Providers. All payments will be made in United States dollars and are non-refundable. You hereby (i) acknowledge and agree that Clara uses or may use a third party payment provider in connection with its collection of Fees, (ii) acknowledge and agree that Clara will not be responsible for any payments or charges as a result of your failure to provide up-to-date and accurate information to any such third party payment provider, and (iii) acknowledge and authorize Clara and its third-party payment processors to charge all Fees to your chosen payment method.

(c)                       Late Payments. If you fail to pay any past due invoice, Clara may revoke or suspend the Services until such time as you bring your account completely current. Clara may charge interest on all past due invoices at a rate of 1.5% per month or the highest rate allowed by applicable law, whichever is lower.

(d)                       Taxes. All Fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on the transaction, delivery of the Services, including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties or similar charges, but excluding withholding taxes and taxes solely based on Clara’s net income, and you shall be responsible for payment of all such taxes, duties and charges, and any related penalties and interest arising from the payment of such amounts.

9.       INDEMNIFICATION

You agree to indemnify, defend, and hold Clara and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, the “Clara Parties”), harmless from and against losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, arising out of any third party claim relating to (i) your access to the Services; (ii) your violation of these Terms; (iii) your violation of the rights of any law or the rights of any person or entity; and (d) any dispute or issue between you and any third party, including any Tenant or Landlord or any third party vendor. Clara reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Clara. Clara will use reasonable efforts to notify you of any such claim or proceeding upon becoming aware of it. 

10.    DISCLAIMER OF WARRANTIES

 

(a)                       YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLARA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

 

(b)                       THE CLARA PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.

 

(c)                       ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.

 

(d)                       THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE.

 

11.    LIMITATION OF LIABILITY

 

(a)                       THE CLARA PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE CLARA PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE CLARA PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO CLARA FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.

 

(b)                       THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

12.    SUSPENSION AND TERMINATION

 

(a)                       Either party may terminate these Terms at any time. Any termination by a Tenant or Landlord will not terminate any underlying agreement entered into between Tenant and Landlord, or between either Tenant or Landlord and a third-party, and both Tenant and Landlord will remain bound by the terms of any such underlying agreements. Clara will not be bound by the terms of any lease or other agreement entered into between a Tenant and a Landlord, and will not be liable for any breach of such agreement by either a Tenant or a Landlord, or any suspension or termination of your access to or use of the Services.

 

(b)                       If you are accessing the Services pursuant to a monthly, annual or other subscription (each, a “Subscription”), any termination of these Terms prior to the end of the current billing period will take effect at the end of the current billing period. If you do cancel your Subscription, you will continue to have access to the relevant portions of the Services through the end of your billing period. You must cancel your Subscription prior to 11:59 p.m. UTC on the day before your next recurring billing date in order to avoid being charged for the next billing period. If you do not timely cancel your Subscription, your Subscription will be renewed at the price in effect at the time of renewal or the price provided in the terms of your trial or promotion, without any additional action by you, and you authorize us to charge your payment method for such amounts. To cancel a Subscription, you may navigate to your account and follow the instructions provided therein, view the instructions provided at https://intercom.help/clara-technologies/en/articles/7992161-how-can-i-remove-my-renter-profile-from-clara, or reach out to Clara at support@rentwithclara.com.

 

(c)                       If you violate these Terms, Clara may, with or without notice to you, immediately suspend or terminate your access and use of the Services. Clara reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and Clara shall not be liable to you or any third party for any such modification or discontinuance.

 

(d)                       Upon termination of these Terms for any reason: (i) Clara, in its sole discretion, may remove and discard your content and information; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of these Terms shall survive such expiration or termination.  Further, you agree that that Clara shall not be liable to you or any third party for any termination of your account or access to the Services.

 

13.    GOVERNING LAW

 

These Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to these Terms, regardless of the states in which the parties do business or are incorporated.

 

14.    BINDING ARBITRATION AND CLASS ACTION WAIVER

 

(a)                       ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

 

(b)                       The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

 

(c)                       WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

 

(d)                       Notwithstanding anything to the contrary, you and Clara may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.

 

(e)                       If Clara implements any material change to this Section 14, such change shall not apply to any Claim for which you provided written notice to Clara before the implementation of the change.

 

15.    LEGAL COMPLIANCE

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List

16.    U.S. GOVERNMENT ENTITIES

This section applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in these Terms with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

17.    PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been made available through the Services in a way that constitutes copyright infringement, please provide Clara’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Clara’s Agent for Notice of Copyright Claims. Clara’s Agent for Notice of Copyright Claims can be reached as follows:

Agent for Notice of Copyright Claims

310 Comal, Building A

Suite 200, #230

Austin, TX 78702

Phone: 512-815-3805

Email: copyright@rentwithclara.com

 

18.    CALIFORNIA USERS & RESIDENTS

 

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

19.    GENERAL PROVISIONS

These Terms constitutes the entire agreement between you and Clara concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Clara with respect to such subject matter. In the event of any conflict between or among these Terms and any end user license agreement, privacy policy or usage guidelines to which these Terms refers, the terms and conditions of these Terms shall take precedence and govern. These Terms may not be amended by you except in a writing executed by you and an authorized representative of Clara. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. For the purposes of these Terms, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under these Terms without the prior written consent of Clara. The failure of Clara to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms. Any prevention of or delay in performance by Clara hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.