Clara.io Terms of Service

Clara.io (the “Service”) is owned and operated by Exocortex Technologies Inc. (“Exocortex” or “we”.) By using the Service, you indicate your acknowledgement and acceptance of this Terms of Service (the “Terms.”)

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, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES 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 THIS AGREEMENT AND MAY NOT USE THE SERVICE.

Accounts

We require that all users provide us with accurate information, including your legal full name and a valid email address.

You must be 13 years or older to use this Service.

You must be a human. Accounts registered by “bots” or other automated methods are not permitted.

You consent to being sent marketing emails directly related to Clara.io. To unsubscribe from the Clara.io marketing emails, click the unsubscribe link included in these emails.

Your account may only be used by a single individual - you are not allowed to share a login with multiple people. You may not sell, sublicense, rent, loan, lease or donating access to your Clara.io account to other individuals or services.

One person or legal entity may not maintain more than one free account.

You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).

Violation of any of the terms of this agreement will result in the termination of your Account.

Copyright

You retain all ownership of the materials (the “Content”) provided to the Service. Exocortex claims no intellectual property rights over the Content. However, by making your profile and material publicly visible, you agree to allow others to view the Content.

It is your responsibility to ensure that you have the necessary permissions for the material you make available to the Service, whether it is made publicly visible or not. Exocortex will not be held liable for any damages arising from your distribution of materials via the Service.

As such, you shall defend Exocortex against any claim, demand, suit or proceeding made or brought against Exocortex by a third party alleging that your Content, or your use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Exocortex for any damages finally awarded against, and for reasonable attorney's fees incurred by, Exocortex in connection with any such claim, demand, suit or proceeding; provided, that Exocortex (a) promptly gives you written notice of the claim, demand, suit or proceeding; (b) gives 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 Exocortex of all liability); and (c) provides to you all reasonable assistance, at your expense.

Excluding content uploaded into user accounts, all other website content (“Service Content”) is copyright Exocortex. Any download, reproduction and modification of Service Content requires written consent.

Exocortex have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.

You may notify Exocortex of possible Infringement by contacting support@exocortex.com. Include as the title “Copyright Infringement Notice” and include a detailed description of the alleged Infringement sufficient to enable Exocortex to make a reasonable determination. Please note that you may be held accountable for damages (including reasonable costs and legal fees) for misrepresenting that any Content is infringing your copyright.

Cancellation and Termination

You may cancel your account at any time. To stop automatic payments you need to go into your account and degrade your account to the free account. Then you must email support@clara.io and specifying your user name and stating in the subject that we are to cancel or terminate your account. We would appreciating knowing the reason for your cancellation, but it is not required. Refer to our help documentation if you require assistance.

All of your uploaded Content will be immediately made inaccessible from the Service upon cancellation. This information can not be recovered once your account is cancelled.

Modifications

Prices of all offered Services are subject to change upon 30 days advanced notice. Such notice may be provided at any time by posting the changes to the Service website or by informing users directly.

Exocortex reserves the right to modify and/or temporarily disable any offered Services with or without notice. Exocortex will provide 30 days notice prior to permanently discontinuing an offered Service.

Exocortex shall not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Service.

API

You may access your Service account data via an API. Your use of the API, including use of the API through a third-party service, is bound by the Terms and also these items:

  1. You expressly understand and agree that Exocortex shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Exocortex has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.

  2. 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. Exocortex, in its sole discretion, will determine abuse or excessive usage of the API. Exocortex will make a reasonable attempt via email to warn the account owner prior to suspension.

  3. Exocortex reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

Billing

When upgrading to a paid plan from a free plan or upgrading to a more costly paid plan, you may be immediately billed.

The Service is billed in advance, either monthly or yearly, and is non-refundable. There will be no refunds or credits for partial periods of service, no upgrade/downgrade refunds, or after the fact refunds for unused paid accounts. No exceptions will be made.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding Canada (federal and provincial) taxes.

When downgrading your Service, you may lose Content, features or capacity of your Account. Exocortex does not accept any liability for such loss.

Non-standard arrangements regarding services, and pricing plans are confidential, and are not to be disclosed to any third party without permission.

General

Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis.

You understand that Exocortex uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

You must not modify, adapt or hack the Service.

You must not upload materials or profiles that are, in our sole discretion, unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

Any verbal, physical, written or other abuse (including threats of abuse or retribution) of any Exocortex customer, employee, member, or officer will result in immediate account termination.

While Exocortex prohibits such inappropriate conduct and content on the Service, you understand and agree that Exocortex cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials.

No Warranties

Exocortex does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service will be corrected.

Indemnification

You expressly understand and agree that Exocortex shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Exocortex has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.

Limitation of Liability

WHEN PERMITTED BY LAW, EXOCORTEX, AND EXOCORTEX'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EXOCORTEX, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICE (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICE AGAIN).

IN ALL CASES, EXOCORTEX, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Business User of our Services

If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify Exocortex and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Service or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys' fees.

No Waiver

The failure of Exocortex to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Exocortex and govern your use of the Service, superseding any prior agreements between you and Exocortex (including, but not limited to, any prior versions of the Terms of Service).

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

Security

This Site takes reasonable steps to protect against the unauthorized access to personal information and uploaded materials, but no site is completely secure from authorized access.

Marketing Opt-Out Policy

You may remove yourself from the Clara.io marketing email list at any time by clicking the unsubscribe link in any of the received marketing emails. You will not receive any further marketing emails regarding Clara.io. If you receive any marketing emails after attempting to unsubscribe please contact us directly at support@clara.io.

Changes

If Exocortex makes material changes to these Terms, we will notify you by email or by posting a notice on our site before the changes are effective. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Exocortex used herein are trademarks or registered trademarks of Exocortex. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Severability

If any provision or part of any provision in these Terms is void, invalid, or unenforceable for any reason, it shall be severed without affecting the validity of these Terms.

Jurisdiction

You agree that these Terms of Service and your use of the Service are governed and construed in accordance with the laws of the Province of Ontario, and the courts of the said Province shall have jurisdiction to hear all the matters arising hereunder.

Privacy Policy

Your personal information is governed by the Clara.io Privacy Policy. The Clara.io Privacy Policy is integrated into this agreement by reference.

Third Party Clauses regarding V-Ray Rendering

This software 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 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 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.