Terms of Service

The unexciting but important terms of use for Clay.

Last updated January 23rd, 2024

Hey! Thank you for using Clay Labs Inc. Please read this terms of use agreement (the “Terms of Service”) carefully and if you have any questions or concerns email us at friends@clay.run.

When we say “Clay,” “we,” “us,” and “our” in these terms we mean Clay Labs Inc.

When we say “services” in these terms, we mean Clay’s services, websites, and other products.

When we say “you” or “your,” we mean you. If you’re accessing our services on behalf of a legal entity (like your employer), you agree that you have the authority to bind that entity to these terms, and “you” and “your” will refer to that entity.

IMPORTANT NOTE: The section titled “Settling disputes between you and Clay” contains an arbitration clause and a class-action waiver. Please read this section carefully as it may significantly affect your legal rights, including your right to file a lawsuit in court.

If you have a paid plan with Clay your subscription will continue for the duration laid out in your contract. Your contract will automatically renew at Clay’s most-up-to-date-rates when your subscription ends. If you’d like to opt-out of auto-renewal services you can do so by canceling your Clay subscription. You can cancel your subscription by emailing friends@clay.run or in your Clay account.

1. Acceptance of Terms

By accessing or using the Services, you expressly agree to all the terms and conditions set forth in this Agreement. If you do not agree to these terms, you may not use the Services.

2. Description of Services

Clay Labs provides advanced data processing services through cutting-edge technology, algorithms, and tools. The Services include, but are not limited to, data analytics, processing, and visualization. In Clay you can take data from more than 50 data providers and enrich your own lists, curate specific lists of your own, and use AI to create and send personalized emails based on the lists you create.  

We’re actively developing new features and products to improve Clay. As part of these efforts, we may add or remove features, start offering new services, or stop offering some services entirely (or just in some places or for some users) if they no longer make sense from a business perspective or create risk for Clay, our users, or other third parties. While we try to avoid disruptions, we cannot guarantee that there will not be an outage or change to the services, and your content may not be retrievable due to such outages or changes. We are not liable for any such outages or service changes.

3. Account Management

To access certain features of the Services, you must register for an account. You agree to provide accurate and complete information during the registration process and to update such information to keep it accurate and current.

We won’t charge you a fee to use the basic functionality of our services, but you may be able to pay for additional features, usage and products. If you do agree to pay for additional features, usage or products you agree to pay your invoice on-time. You will also leave a credit card on file for Clay to charge. You agree to immediately notify Clay of any change in your billing address or the credit card. Clay reserves the right at any time to change its prices, charge for previously free Services and change its billing methods on a going forward basis, either immediately upon posting on the website or by e-mail delivery to you. Except as set forth in the Agreement, all fees are non-refundable.

All Clay accounts are on a subscription basis; the Subscription will renew unless canceled before the Renewal Commencement Date. Subscription renewals happen with Clay’s most up-to-date pricing unless otherwise stated in your contract.

4. User Responsibilities

You are solely responsible for maintaining the confidentiality of your account information, including username and password, and for all activities that occur under your account. You agree to notify Clay Labs immediately of any unauthorized use of your account or any other breach of security.

You must always provide accurate information to Clay and maintain the accuracy of the information associated with your account. We may assume that any communications we’ve received from your account or the associated contact information have been made by you, and that any purchases made using your account were made by you.
If you get locked out of your account, we’ll need to contact you at the email associated with your account. If your account is compromised or you no longer have access to your email account, we may not be able to restore your access to your account or the servers you’ve created.

You agree not to license, sell, or transfer your account without our prior written approval.

5. Investigations

When we say “your content” in these terms, we mean all the things you add (upload, share etc.) to our services ("User Content"). You retain ownership of your User Content. By submitting User Content, you grant Clay Labs a worldwide, non-exclusive (which means you can still license your content to others), royalty-free (which means there is no cost) transferable and perpetual license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content for the purpose of providing and improving the Services.  

Your content is yours, but you give us a license to it when you use Clay. Your content may be protected by certain intellectual property rights. We don’t own those. But by using our services, you grant us a license—which is a form of permission—to do the following with your content, in accordance with applicable legal requirements, in connection with operating, developing, and improving our services:

  • Use, copy, store, distribute, and communicate your content in manners consistent with your use of the services. (For example, so we can store and display your content in the Clay tables you create.)

  • Monitor, modify, translate, and reformat your content. (For example, so we can appropriately list your data in tables.)

  • Sublicense your content, to allow our services to work as intended. (For example, so we can store your content with our cloud service providers.)


Clay does not claim ownership of any data that you upload to Clay. Further, Clay does not make data uploaded by users available to anyone other than those using the Clay workspace of the uploading account and the Clay team. Clay does not use user-uploaded content for any purpose other than providing Clay services to the account that uploaded content. Clay will use aggregated performance data, including how you use your account, to improve our product.  

Clay has no obligation to pre-screen content, although we reserve the right to pre-screen, refuse or remove any content. By using Clay you consent to Clay monitoring the content you upload. If Clay decides to remove the data you’ve uploaded, we will notify you ten (10) business days’ prior in writing.

You don’t have any obligation to add content to Clay. If you choose to add or upload content to Clay products, you are responsible for ensuring that you have the right to do so, and that your content is lawful. We take no responsibility for any of your content, and we are not responsible for others’ use of your content.

Clay is not responsible or liable for the deletion or accuracy of any content, including the content that you upload. This includes storage, transmission and receiving. Clay has the right to create reasonable limits on Clay’s use and storage of content, including reasonable limits on file size, storage space, or processing capacity. Clay will notify users in writing if they make any material changes that could potentially deny your access to your content.

6. Intellectual Property

Our services include some content that belongs to us, such as our product, our website, and content written by us. You may use this content as permitted by these terms, but we retain all intellectual property rights in our content.We welcome feedback on our services. By sending us feedback, you grant us a non-exclusive, perpetual, irrevocable, transferable license to use the feedback and ideas generated from the feedback without any restrictions, attribution, or compensation to you.

7. Third-Party Links

Clay may allow you to access apps, bots, or other products, features, or services developed by third parties (“third-party services”). It’s your choice whether to use these third-party services and whether to participate in the tools that incorporate them. You should review any terms and policies provided by the third parties before doing so as they govern your use of their services. While these third parties do need to follow all policies that apply to them (which may include these Terms), Clay is not responsible for any third-party services.

8. Termination

You’re free to stop using Clay at any time for any reason. Either party may terminate this Agreement for cause with written notice. Upon termination, your access to the Services will be disabled. Sections 5 (User Content), 6 (Intellectual Property), 9 (Modification of Terms), 10 (Privacy Policy), 11 (Data Retention), 14 (Release), 16 (Force Majeure), and 17 (Data Security) will survive termination.

9. Modification of Terms

Clay Labs reserves the right to modify these terms at any time. You will be notified of major changes, and your continued use of the Services after such modifications constitutes acceptance of the revised terms.Clay Labs reserves the right to modify these terms at any time. You will be notified of major changes, and your continued use of the Services after such modifications constitutes acceptance of the revised terms.

10. Privacy Policy

Clay Labs' Privacy Policy governs the collection, use, and disclosure of your personal information. By using the Services, you consent to the practices outlined in the Privacy Policy.

11. Data Retention

Clay Labs retains user data as long as your user account is active. If your account is deleted, your data is deleted with it. Users can request data deletion by contacting friends@clay.run

12. Settling Disputes Between You and Clay

Services “AS IS”

We work hard to offer great services, but there are certain aspects that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, CLAY, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE LAWS OF CERTAIN JURISDICTIONS OR STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE UNDER THOSE LAWS.

Limitation of liability

WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO. IN COUNTRIES WHERE THE BELOW TYPES OF EXCLUSIONS AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR MATERIAL BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN’T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

THE INFORMATION PRESENTED ON OR THROUGH THE SERVICES IS MADE AVAILABLE SOLELY FOR INFORMATIONAL PURPOSES. WE DO NOT CONFIRM THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS SOLELY AT YOUR OWN RISK.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, NEITHER CLAY, ITS AFFILIATES, NOR OUR SUPPLIERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLAY OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY PROVIDED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

BESIDES THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), CLAY LIMITS OUR LIABILITY TO YOU TO THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID US IN THE THREE MONTHS BEFORE YOU FIRST ASSERT A CLAIM OR (B) $100 USD (OR THE EQUIVALENT IN YOUR LOCAL CURRENCY).

CLAY ISN’T LIABLE FOR THE CONDUCT OR CONTENT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SERVICES.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLAY AND YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

Settling disputes between you and Clay

Informal resolution. Most disputes can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration. This requires sending Clay a written description of the dispute (including your name, what you’re complaining about, and how you’d like to resolve it) along with the email address or phone number associated with your Clay account to friends@clay.run.  If the dispute is not resolved within sixty (60) days after receipt of the written notice, you and Clay agree to resolve any remaining dispute through the further dispute resolution provisions below.  You must engage in this informal resolution process before starting any formal dispute resolution. Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled while the parties attempt informal resolution.

If you reside in the European Union, you may also be entitled to submit your complaint to the European Commission’s Online Dispute Resolution (ODR) Platform. ODR allows EU consumers to resolve disputes related to the online purchases of goods and services without going to court.

Governing law and jurisdiction. The Federal Arbitration Act, federal arbitration law, and New York law will apply to these terms and any disputes related to these terms or our services, regardless of conflict of laws rules. Any of these disputes that are not subject to arbitration will be resolved exclusively in the state or federal courts in New York, New York and you and Clay both consent to venue and personal jurisdiction in these courts.If you are a consumer residing in the European Union, this clause and these terms in general do not affect any mandatory consumer rights you may have under your local law, and all disputes arising in connection with the services and/or these terms shall be submitted to to a court closer to your domicile if in an EU Member State.

Agreement to arbitrate.

‍IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS.  PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT:

You and Clay agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. Except for the circumstances described below, and only after the parties have engaged in a good-faith, but unsuccessful, effort to resolve the dispute in accordance with the “informal resolution” process (above), you and Clay agree to resolve any dispute, disagreement, or claim relating to these terms or our services through final and binding arbitration in the U.S. county where you reside.  This includes claims that arose, were asserted, or involve facts occurring before the existence of this arbitration agreement or any prior agreement as well as claims that may arise after the termination of this arbitration agreement, in accordance with the notice and opt-out provisions set forth in section.

Arbitration rules. The arbitration will be conducted by a single arbitrator, governed by these terms and the American Arbitration Association Rules, excluding any rules or procedures governing or permitting class or representative actions (the “AAA Rules”), available at https://www.adr.org/active-rules. These terms will govern if there’s a conflict between these terms and the AAA Rules.  To begin the arbitration proceeding, either party must submit a written Demand for Arbitration (available at www.adr.org) with the AAA and provide a copy to the other party as specified in the AAA Rules.  To provide notice to Clay, please send an email with the subject line “Arbitration Demand” to friends@clay.run.

If the amount in controversy does not exceed $10,000, and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Clay submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which may be in-person, videoconference, or telephone conference.

Arbitration costs. AAA sets forth fees for its services, which are available at www.adr.org/sites/default/files/Consumer-Fee_Schedule.pdf. If Clay is the party initiating an arbitration against you, Clay will pay all costs associated with the arbitration, including the entire filing fee. If you initiate an arbitration against Clay, you will be responsible for the first $100 toward the nonrefundable Initial Filing Fee, unless the arbitrator determines that you are unable to pay, in which case Clay will pay the entire filing fee. For cases seeking less than $75K, Clay will pay the remainder of the Initial Filing Fee and both parties’ Administrative fees (unless the arbitrator finds your claims, defenses, or other fee-generating activity to be conducted for an improper purpose or frivolous (under the standard set forth in Federal Rule of Civil Procedure 11).  For cases seeking more than $75K, fees and costs will be determined in accordance with AAA Rules.

In all arbitrations, unless otherwise required by law or the AAA Rules, you’re responsible for all other additional arbitration costs incurred, including attorney’s fees and expert witness costs. The parties agree that AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under AAA’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by AAA does not constitute a default, waiver, or breach of this Section while such challenge remains pending before AAA, the arbitrator, and/or a court of competent jurisdiction.

Offer of Judgment. At least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by the offering party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover its post-offer costs and will pay the offering party’s costs from the time of the offer.

Arbitration Decision. The decision of the arbitrator will be in writing and binding on you and Clay, and judgment to enforce the decision may be entered by any court of competent jurisdiction. You and Clay agree that dispositive motions will be allowed in the arbitration. Except as explicitly set forth in this arbitration section, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these terms of service, including, but not limited to any claim that all or any part of these terms of service are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of AAA or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator must follow these terms and can award the same damages and relief as a court. The arbitrator has the right to impose sanctions in accordance with the AAA Rules and procedures for any frivolous claims, improper claims, or submissions the arbitrator determines have not been filed in good faith, as well as for a party's failure to comply with this Section or claims filed on behalf of a claimant who is not party to this agreement. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.  

Mass filings. If, at any time, 30 or more similar demands for arbitration are asserted against Clay or related parties by the same or coordinated counsel or entities (“Mass Filing”), these additional rules will apply:

If you or your counsel file a demand for arbitration that fits within the definition of Mass Filing, you agree that your demand for arbitration will be subject to the additional protocols set forth in this mass filing subsection.

Bellwether proceedings are encouraged by courts and arbitration administrators when there are multiple disputes involving similar claims against the same or related parties. You and Clay agree to jointly ask the arbitrator to agree to the following procedures: The arbitrator will randomly assign sequential numbers to each of the claims included in a Mass Filing, after which the claims numbered 1-10 will be designated the “Initial Test Cases” and will proceed to arbitration. The Parties agree to decide on a single arbitrator for all Initial Test Cases and to consolidate the cases for pre-hearing procedures and the pre-hearing conference. Unless the claims are resolved in advance or the schedule is extended, the arbitrator will render final awards for the Initial Test Cases within 120 days of the initial pre-hearing conference. If fewer than 5 Initial Test Cases resolve without a final decision of the arbitrator because they are resolved in advance, cases will be selected in batches of 10 and will proceed to arbitration until at least 5 have been resolved by a final arbitrator decision. The arbitrator’s decisions for the Initial Test Cases shall be in writing and shall contain the essential findings and conclusions of fact and law upon which the arbitrator based the decision.  

The results of the Initial Test Cases resolved by a final arbitrator decision will then be given to a mediator who will try to facilitate a resolution of the remaining cases. After the results are provided to the mediator, the mediator and the parties will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding cases. If the parties are unable to resolve the outstanding claims during the Mediation Period, either Party may choose to opt out of the arbitration process and proceed in court with its remaining claims. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period.  Opt out of arbitration under this section shall not be construed as opt out of the section titled “Class Waiver” below.

Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to claims in the Mass Filing.  

If your demand for arbitration is included in the Mass Filing, any statute of limitations applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

Other remedies. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. In some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND CLAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.  

Opt-out. You can decline this agreement to arbitrate by emailing an opt-out notice to friends@clay.run within 30 days of January 23, 2024 or when you first register your Clay account, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Clay also will not be bound by them.

Exceptions. You or Clay may still pursue claims, if they qualify, in small claims court in New York, New York, or any U.S. county where you live or work. The small claims court, and not any arbitrator or AAA, shall have the exclusive authority to resolve disputes regarding whether a dispute is properly within the jurisdiction of a small claims court. Additionally, disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of our services will not be subject to arbitration. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

Class waiver. IF YOU’RE A U.S. RESIDENT, EXCEPT AS PROVIDED HEREIN, YOU AND CLAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, UNLESS CLAY PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. If this specific paragraph is found unenforceable, then the “Agreement to arbitrate” section will be null and void. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.  This subsection does not prevent you or Clay from participating in a class-wide settlement of claims.

Changes to this Dispute Section: Clay will provide 30 days’ notice of the date of any material changes to this clause. Changes will become effective on the 30th day and apply to all claims not yet filed. If you continue to use the site after the 30th day, you agree that any unfiled claims of which Clay does not have actual notice are subject to the revised clause. If you reject any such changes by opting out of the arbitration agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the arbitration agreement will not apply to claims not yet filed. If Clay changes this “Dispute Resolution” section after the date you first accepted this agreement (or accepted any subsequent changes to this agreement), you agree that your continued use of the Clay product(s) or services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in this section.

  • Delete any of Your Content provided by you or your agent(s) to the Services;
  • ‍Discontinue your registration(s) with any of the Services, including any Clay community;
  • Discontinue your subscription to any Services; and/or
  • ‍Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action.

13. Electronic Communications

Communications between you and Clay Labs will take place electronically. By using the Services, you expressly consent to receive communications from Clay Labs in an electronic form.

14. Indemnity

You hereby release and discharge Clay Labs, its officers, directors, employees, agents, and successors from any and all claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services.

15. Assignment

This Agreement may not be assigned without the prior written consent of Clay Labs.

16. Force Majeure

Clay Labs shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fires, floods, accidents, network infrastructure failures, or other force majeure events.

17. Data Security

17.1 Information Security Program
Clay Labs maintains a comprehensive information security program, including administrative, physical, and technical security policies and procedures concerning the processing of user data under this Agreement.

17.1.1 Breach Notification
In the event of unauthorized access or disclosure of your data, Clay Labs will promptly notify you without undue delay. Clay Labs will not notify any regulatory authority, consumer, or third party unless explicitly requested in writing by you.

17.1.2 Security Standards
Clay Labs adheres to stringent administrative, physical, and technical safeguards to prevent unauthorized access to or disclosure of your data.

17.2.1 Availability
The Services strive for an uptime percentage of at least 99.9%, measured monthly. Downtime credits may be applicable in certain circumstances, as detailed in this section. If Clay is unavailable as a complete service for more than 6 hours Clay Labs will credit Customer 5% of the applicable fees for each period of 6 hours or more of downtime; provided that no more than one such credit will accrue per day. Any credits will be applied to Customer’s next payment for services, which will be the sole form in which such credits will be granted (no refunds will be issued for any such credits). The total amount of credit for downtime will not exceed one (1) week’s worth of applicable fees in any given one (1) calendar month in any event.

17.3 Process Integrity
You are responsible for obtaining and maintaining the necessary hardware, software, and connectivity for accessing the Services. Clay Labs has the right to review and monitor all use of the Services to ensure compliance with this Agreement.

17.3.1 PHI and Cardholder Data
You shall not include personal health information (PHI) or cardholder data in your data unless explicitly permitted in a separate agreement and a Business Associate Agreement with Clay Labs.

17.4.1 Confidentiality
Confidential Information, including but not limited to the Subscription Service, Documentation, and enhancements, will be treated in accordance with this Agreement. The confidentiality obligations set forth herein do not apply to information that becomes public, is lawfully provided by a third party, is already known to the receiving party, or is independently developed by the receiving party.