Clara.io Terms of Service
Last Updated on June 17, 2019.
Welcome to Clara.io. These terms, conditions, and notices (“Terms”) govern your access to and use of Clara.io, including access and use through any other websites or platforms or mobile applications, for non-commercial use. If you require the right to use Clara.io for commercial purposes, please contact us. Different terms and conditions will apply.
By accessing and using this Site and/or the Service, you agree to be bound by these Terms. Please read these Terms carefully. If you do not accept all of these Terms, you may not use this Site or the Service.
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES, AND ALL USERS WHO ACCESS OUR SITE OR THE SERVICE THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES, AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THIS SITE OR THE SERVICE.
Short version: We use these basic terms throughout these Terms, and they have specific meanings.
- The “Site” refers to our website located at clara.io, and all Content provided by us at or through the Site.
- The “Service” refers to the applications, software, products, APIs, and services provided by us through the Site and any other websites or platforms or mobile applications.
- “User”, “You”, and “Your” refer to the individual person, company, or organization that has visited or is using the Site or the Service, that accesses or uses any part of the Account, or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age. One person, company, or organization may not maintain more than one free Account.
- “We”, “Us”, and “Our” refer to ThreeKit, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
- “Content” refers to content featured or displayed through the Site, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Site or otherwise available through the Service. “Content“ also includes the Service. “User-Generated Content” is Content, written or otherwise, created or uploaded by our users. “Your Content” is Content that you create or own.
- An “Account“ represents your legal relationship with us. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on the Site. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.
B. Account Terms
Short version: User Accounts and Organizations have different administrative controls, a human must create your Account, you must be 13 years of age or over, you must provide a valid email address, you may not have more than one free Account, and you must not use your Account for commercial purposes under these Terms. You alone are responsible for your Account and anything that happens while you are signed into or using your Account. You are responsible for keeping your Account secure.
1. Account Controls
Users. Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.
Organizations. The “owner” of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner of an Organization. If you are the owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.
2. Required Information
You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity).
3. Account Requirements
We have a few simple rules for User Accounts for our Service.
- You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted. We do permit machine accounts:
- A machine account is an Account set up by an individual human who accepts the Terms on behalf of the Account, provides a valid email address, and is responsible for the actions taken by the Account. A machine account is used exclusively for performing automated tasks. Multiple Users may direct the actions of a machine account, but the owner of the Account is ultimately responsible for the machine’s actions. You may maintain no more than one free machine account in addition to your free User Account.
- One person or legal entity may maintain no more than one free Account.
- You must be age 13 or older. We do not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s Account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
- Your login may only be used by one person — i.e., a single login may not be shared by multiple people.
- You may not use an Account, including any User Account or Organization, to access and use the Service for any commercial purpose. We offer commercial licenses to the Service under separate terms and conditions. If you require or desire access to the Service to create and/or use Content for commercial purposes, you must contact us to obtain a commercial license.
- You may not use our Site or the Service in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use our Site or the Service if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.
4. User Account Security
You are responsible for keeping your Account secure while you use our Service. We offer tools such as two-factor authentication to help you maintain your Account’s security, but the content of your Account and its security are up to you.
- You are responsible for all of Your Content posted and activity that occurs under your Account (even when Your Content is posted by others who have Accounts under your Account).
- You are responsible for maintaining the security of your Account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You will promptly notify us if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.
5. Additional Terms
In some situations, third parties’ terms may apply to your use of the Service. For example, you may be a member of an Organization in the Service with its own terms or license agreements; you may download an application that integrates with the Service; or you may use the Service to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties’ terms govern their relationships with you.
C. Acceptable Use
Short version: We host a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the Service, you must follow this Acceptable Use Policy, which includes some restrictions on Content you can post, conduct on the Service, and other limitations.
1. Compliance with Laws and Regulations
Your use of the Site and the Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.
2. Content Restrictions
You agree that you will not under any circumstances upload, post, host, or transmit any Content that:
- is unlawful or promotes, encourages, or provides instructions for any unlawful activities, including a criminal offense or violation of the rights of any party;
- is pornographic, indecent, lewd, suggestive, or contains sexually obscene content;
- is libelous, defamatory, or fraudulent;
- is discriminatory, harassing, threatening, inflammatory, or abusive toward any individual or group;
- gratuitously depicts or glorifies violence, including violent images;
- contains or installs any active malware or exploits, or uses our Site or Service for exploit delivery (such as part of a command and control system);
- infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
- is an unsolicited promotion, political campaign, advertisement, contest, or raffle; or
- in our sole judgment, violates the previous subsections of this section, is objectionable, restricts or inhibits any other person from using or enjoying this Site or the Service, or may expose us or our affiliates or other users to any harm or liability of any type.
3. Conduct Restrictions
While using our Site and Service, you agree that you will not under any circumstances:
- harass, abuse, threaten, or incite violence towards any individual or group, including our employees, officers, and agents, or other Site or Service users;
- use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
- attempt to disrupt or tamper with our servers in ways that could harm our Site or Service, to place undue burden on our servers through automated means, or to access the Service in ways that exceed your;
- impersonate any person or entity, including any of our employees or representatives, including through false association with us, or by fraudulently misrepresenting your identity or purpose; or
- violate the privacy of any third party, such as by posting another person’s personal information without consent.
4. Services Usage Limits
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without our express written permission.
5. Prohibited Activities
The Content on this Site and made available through the Service is proprietary to us, except as expressly provided in these Terms. User-Generated Content, including Your Content, is proprietary to the applicable user(s). You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Content, including User-Generated Content other than Your Content, except as expressly permitted by the owner of such Content.
In particular, you agree not to:
- use this Site or the Service or the Content for any commercial purpose, without express written permission from us or the owner of the Content;
access, monitor, or copy any Content of this Site using any manual process or any bot, spider, scraper, or other automated means, except as described in Section H, API Terms, below;
bypass or circumvent any measures employed to prevent or limit access to this Site, the Service, or any Content;
take any action that imposes, or may impose in our discretion, an unreasonable or disproportionately large load on our infrastructure, as further described in Subsection 7, Excessive Bandwidth Use, of this Section C;
deep-link to any portion of this Site or the Service for any purpose without our express permission;
“frame”, “mirror”, or otherwise incorporate any part of this Site, the Service, or the Content into any other website or mobile application without our prior written authorization or the authorization of the owner of the Content;
attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with this Site or the Service or our Content; or
log into this Site or the Service using an alias that masks your true identity.
7. Excessive Bandwidth Use
If we determine your bandwidth usage to be significantly excessive in relation to other users, we reserve the right to suspend your Account or throttle your file hosting until you can reduce your bandwidth consumption.
8. User Protection
You agree not to engage in activity that significantly harms our other users. We will resolve disputes in favor of protecting our users as a whole.
D. User-Generated Content
Short version: You own Content you create, but you allow us certain rights to it so that we can display and share the Content you post. You still have control over Your Content, and responsibility for it, and the rights you grant to us are limited to those we need to provide the Service. We have the right to remove Content or close Accounts if we need to.
1. Responsibility for User-Generated Content
You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to, or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of Your Content.
2. We May Remove Your Content
We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any of our terms or policies.
3. Ownership of Content, Right to Post, and License Grants
You retain ownership of and responsibility for Your Content. If you post anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third-party licenses relating to Content you post.
Because you retain ownership of and responsibility for Your Content, we need you to grant us — and our other users — the legal permissions listed in Subsections 4 through 7 of this Section D. These license grants apply to Your Content. If you upload Content that already comes with a license that grants us the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Subsections 4 through 7 of this Section D. The licenses you grant to us will end when you remove Your Content from our servers, unless Your Content is incorporated into other users’ User-Generated Content.
4. License Grant to Us
We need the legal right to do things like host Your Content, publish it, and share it. You grant us, and our affiliates a nonexclusive, worldwide, royalty-free, perpetual (except as expressly provided in the Agreement), transferable, and sublicensable right to (a) use, reproduce, distribute, publish, and publicly perform and display Your Content, and to modify, adapt, translate, and create derivative works of Your Content as necessary to render the Site and provide the Service and (b) use the name and other Personal Information that you submit in connection with Your Content. This includes the right to do things like copy Your Content into our database and make backups, show it to you and other users, parse it into a search index or otherwise analyze it on our servers, and share it with other users.
This license does not grant us the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.
5. License Grant to Other Users
Any User-Generated Content you post publicly, including issues, comments, and contributions to other users’ assets, may be viewed by others. By setting your assets to be viewed publicly, you agree to allow others to view and “fork” your assets (“fork” means that others may make their own copies of Content from your assets in assets they control).
If you set your pages and assets to be viewed publicly, you grant each user of the Service a nonexclusive, worldwide, and perpetual (except as expressly provided in the Agreement) license to use and publicly display and perform Your Content through the Service and to reproduce, distribute, and publish Your Content solely through the Service as permitted through the functionality of the Service (for example, through forking). You may grant additional rights if you adopt an open source license for Your Content and designate that license on your pages or assets. If you are uploading Content you did not create or do not own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Service users.
6. Contributions Under Asset License
Whenever you make a contribution to an asset containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.
7. Moral Rights
You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Subsection 4, License Grant to Us, but not otherwise.
To the extent this Agreement is not enforceable by applicable law, you grant us the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Site and provide the Service.
E. Private Assets
Short version: You may have access to private assets. We treat the Content of private assets as confidential, and we only access them for support reasons, with your consent, or if required for security reasons.
1. Control of Private Assets.
Some Accounts may have private assets, which allow the User to control access to Your Content.
2. Confidentiality of Private Assets.
We consider Your Content in private assets to be confidential to you. We will protect Your Content in private assets from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.
Our employees may only access Your Content in private assets in the following situations:
- With your consent and knowledge, for support reasons. If we access a private asset for support reasons, we will only do so with the consent and knowledge of the User responsible for that private asset.
- When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability, and resilience of our systems and the Service.
- When an exclusion described in Subsection 4, Exclusions, applies.
If we have reason to believe Your Content in a private asset violates applicable law, rules, or regulations, or violates the Agreement, we have the right to access, review, and remove such content. Additionally, we may be compelled by law to disclose Your Content in private assets.
F. Copyright Infringement and DMCA Policy
If you believe that Content on our Site or in the Service, including User-Generated Content, violates your copyright, please contact us by email at firstname.lastname@example.org or by mail at ThreeKit, Inc., 20 N Wacker Dr. #1200, Chicago, IL 60606 and use the subject line “Copyright Infringement Notice”. Please include a detailed description of the alleged infringement. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
It is our policy, in appropriate circumstances and in our sole discretion, to disable and terminate the Accounts of users who may infringe upon the copyrights or other intellectual property rights of us or others.
G. Intellectual Property Notice
Short version: We own the Site, the Service, and all of our Content. In order for you to use our Content, we give you certain rights to it, but you may only use our Content in the way we have expressly allowed.
We and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to this Site, the Service, and all Content on the Site or contained in the Service other than User-Generated Content. Clara.io and our logo are our registered or common law trademarks and may not be copied, imitated, or used, in whole or in part, without our prior written permission. In addition, the look and feel of this Site and the Service, including all page headers, custom graphics, button icons, and scripts, are our service mark, trademark, or trade dress and may not be copied, imitated, or used, in whole or in part, without our prior written permission. We reserve all rights that are not expressly granted to you under the Agreement or by law.
H. API Terms
Short version: You agree to these Terms, plus this Section H, when using any of our APIs (Application Provider Interface), including use of the API through a third-party product that accesses the Service.
Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of your Account’s access to the API. We, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.
You may not share API tokens to exceed our rate limitations.
You may not use the API to download data or Content from this Site or the Service for spamming purposes, including for the purposes of selling our users’ personal information, such as to recruiters, headhunters, and job boards.
I. Third-Party Clauses regarding V-Ray Rendering
The Service contains binary code developed and provided by Chaos Software Ltd. All rights reserved. Such code is provided “AS IS” and unless otherwise required by applicable law, Chaos Software Ltd. disclaims any and all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose or noninfringement of third-party rights. To the maximum extent permitted by applicable law, in no event shall Chaos Software Ltd. be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of such code.
J. Cancellation and Termination
Short version: You may close your Account at any time. If you do, we’ll treat your information responsibly.
1. Account Cancellation
You can cancel your Account at any time through the user settings in the Service or by emailing us at email@example.com and specifying your user name and stating in the subject line that we are to cancel or terminate your Account. We would appreciate knowing the reason for your cancellation or termination, but it is not required.
It is your responsibility to properly cancel your Account with us. Please refer to the help documentation in the Service if you require assistance.
2. Upon Cancellation
We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your assets within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information cannot be recovered once your Account is cancelled.
We will not delete Content that you have contributed to other Users’ assets or that other Users have forked.
Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.
3. We May Terminate
We have the right to suspend or terminate your access to all or any part of the Site or the Service at any time, with or without cause, with or without notice, effective immediately. We reserve the right to refuse service to anyone for any reason at any time.
All provisions of the Agreement which, by their nature, should survive cancellation or termination will survive cancellation or termination — including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
K. Communications with Us
Short version: We use email and other electronic means to stay in touch with our users.
1. Electronic Communication Required
For contractual purposes, you (a) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (b) agree that the Agreement (including these Terms) and all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
2. Legal Notice to Us Must Be in Writing
Communications made through email or our support messaging system will not constitute legal notice to us or any of our officers, employees, agents, or representatives in any situation where notice to us is required by contract or any law or regulation. Legal notice to us must be in writing and provided to us here: ThreeKit, Inc., 20 N Wacker Dr. #1200, Chicago, IL 60606.
3. No Phone Support
We only offer support via email, in-Service communications, and electronic messages. We do not offer telephone support.
L. Disclaimer of Warranties
Short version: We provide our Site and Service as is, and we make no promises or guarantees about this Site or the Service. Please read this section carefully; you should understand what to expect.
We provide this Site and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied, or statutory, regarding this Site and the Service, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy, and non-infringement.
We do not warrant that this Site or the Service will meet your requirements; that this Site or the Service will be uninterrupted, timely, secure, or error-free; that the information provided through this Site or the Service is accurate, reliable or correct; that any defects or errors will be corrected; that this Site or the Service will be available at any particular time or location; or that this Site or the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content, or other material obtained from this Site or the Service.
M. Limitation of Liability
Short version: We will not be liable for damages or losses arising from your use or inability to use this Site or the Service or otherwise arising under the Agreement. Please read this section carefully; it limits our obligations to you.
You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, punitive, or exemplary damages, however arising, that result from
- the use, disclosure, or display of User-Generated Content;
- your use or inability to use this Site or the Service;
- any modification, price change, suspension, or discontinuance of this Site or of the Service;
- the Service generally or the software or systems that make the Service available;
- unauthorized access to or alterations of your transmissions or data;
- statements or conduct of any third party on this Site or in the Service;
- any other user interactions that you input or receive through your use of this Site or of the Service; or
- any other matter relating to this Site or the Service.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
N. Release and Indemnification
Short version: You are responsible for your use of this Site and the Service. If you harm someone else or get into a dispute with someone else, we will not be involved.
If you have a dispute with one or more users, including Your Users or Organizations, you agree to release us from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of this Site and of the Service, including but not limited to your violation of the Agreement, provided that we (1) promptly give you written notice of the claim, demand, suit, or proceeding; (2) give you sole control of the defense and settlement of the claim, demand, suit, or proceeding (provided that you may not settle any claim, demand, suit, or proceeding unless the settlement unconditionally releases us of all liability); and (3) provide to you all reasonable assistance, at your expense.
O. Changes to These Terms
Short version: We want our users to be informed of important changes to our Terms, but some changes aren’t that important — we don’t want to bother you every time we fix a typo. So, while we may modify these Terms and the Agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.
We reserve the right, at our sole discretion, to amend these Terms and the Agreement at any time and will update these Terms in the event of any such amendments. We will notify you of material changes to the Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Site. For non-material modifications, your continued use of this Site constitutes agreement to our revisions of these Terms and/or of the Agreement.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, this Site or the Service (or any part of either) with or without notice.
1. Governing Law
Except to the extent applicable law provides otherwise, the Agreement between you and us and any access to or use of this Site or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and we agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of San Francisco, California.
3. Section Headings and Summaries
Throughout the Agreement, each section includes titles and brief summaries of the terms and conditions that follow. These section titles and brief summaries are not legally binding.
4. Severability, No Waiver, and Survival
If any part of the Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on our part to enforce any provision of the Agreement will not be considered a waiver of our right to enforce such provision. Our rights under the Agreement will survive any termination or cancellation of the Agreement.
5. Amendments; Complete Agreement
The Agreement may only be modified by a written amendment signed by an authorized representative of us, or by the posting by us of a revised version in accordance with Section O, Changes to These Terms. The Agreement represents the complete and exclusive statement of the agreement between you and us. The Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between you and us relating to the subject matter of the Agreement, including any confidentiality or nondisclosure agreements.
Questions about these Terms or the Agreement? Please contact us here: firstname.lastname@example.org or ThreeKit, Inc., 20 N Wacker Dr. #1200, Chicago, IL 60606.