Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Clema.ai, Inc. ("Clema," "we," "us," or "our") governing your access to and use of the Clema.ai platform, including our website, applications, and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization (such as a college or university), you represent that you have the authority to bind that organization to these Terms.

2. Eligibility

The Services are intended for use by higher education institutions, including colleges, universities, and their authorized personnel. To use our Services, you must:

• Be at least 18 years old
• Be authorized to act on behalf of your institution
• Have a valid institutional email address
• Agree to these Terms and our Privacy Policy

3. Account Registration

To access certain features of the Services, you must create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential
• Be responsible for all activities under your account
• Notify us immediately of any unauthorized access

We reserve the right to suspend or terminate accounts that violate these Terms or are used for unauthorized purposes.

4. Description of Services

Clema.ai provides an AI-powered platform that enables institutional research and effectiveness teams to:

• Query institutional data using natural language
• Connect multiple data sources for unified analysis
• Generate reports and insights from institutional data
• Collaborate with team members on data requests

We continuously improve our Services and may add, modify, or discontinue features at our discretion, with reasonable notice to affected users.

5. Your Data

Ownership

You retain all rights to your institutional data. We do not claim ownership of any data you upload or process through our Services.

License Grant

You grant us a limited, non-exclusive license to access, process, and store your data solely for the purpose of providing the Services to you.

Data Protection

Our Commitment: We do not use your institutional data to train our AI models. We do not sell, share, or disclose your data to third parties except as necessary to provide the Services or as required by law.

Your Responsibilities

You are responsible for:

• Ensuring you have the right to upload and process the data
• Complying with FERPA and other applicable regulations
• Maintaining appropriate access controls within your organization
• Backing up your data according to your institution's policies

6. Acceptable Use

You agree not to use the Services to:

• Violate any applicable laws or regulations, including FERPA
• Infringe on the rights of others
• Upload malicious code or attempt to compromise system security
• Interfere with or disrupt the Services or servers
• Attempt to access data or accounts without authorization
• Use automated systems to access the Services without permission
• Reverse engineer or attempt to extract source code
• Use the Services for any purpose other than institutional research

7. Intellectual Property

The Services, including all software, algorithms, designs, text, graphics, and other content (excluding your data), are owned by Clema.ai and protected by intellectual property laws.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your institutional purposes. This license does not include the right to modify, distribute, or create derivative works of our Services.

8. Payment Terms

If you subscribe to paid Services:

• Fees are specified in your subscription agreement or order form
• Payment is due according to the billing cycle selected
• All fees are non-refundable unless otherwise specified
• We may change pricing with 30 days' notice before your renewal date
• Late payments may result in service suspension

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the relationship. This includes your institutional data, our proprietary technology, and the terms of any enterprise agreements.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

While our AI is designed to provide accurate responses, you should verify important information and use professional judgment when making decisions based on outputs from the Services.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEMA.AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, REVENUE, OR PROFITS.

Our total liability for any claims under these Terms shall not exceed the amount you paid us in the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify and hold harmless Clema.ai and its officers, directors, employees, and agents from any claims, damages, or expenses arising from your use of the Services, your violation of these Terms, or your violation of any third-party rights.

13. Term and Termination

These Terms remain in effect until terminated. You may terminate your account at any time by contacting us. We may terminate or suspend your access if you violate these Terms or for any other reason with reasonable notice.

Upon termination, we will provide you with the opportunity to export your data. After a reasonable period, we will delete your institutional data from our systems.

14. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by email or through the Services. Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Delaware.

16. Contact Us

If you have questions about these Terms, please contact us: