clears.ai

On Prem Terms and Conditions

(Updated as of February 8, 2026)

These Terms and Conditions govern the Software License and Support agreement between Company and Customer. Please read the following carefully before using the Software.

1. Software License and Support

  1. License Grant. Subject to the terms of this Agreement and payment of the applicable License Fees, Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable license to install and use one (1) copy of the Software in object code form only on Customer's designated servers at Customer's facilities, solely for Customer's internal business purposes. The Software shall not be hosted, operated, or made available as a service to any third party.
  2. Support Services. Subject to the terms hereof and payment of the applicable annual License Fee (which includes maintenance and support), Company will provide Customer with reasonable technical support services in accordance with the Maintenance & Support Schedule attached hereto as Exhibit A (the "Support Schedule").
  3. Delivery. Company shall deliver the Software to Customer via secure download or physical media within fifteen (15) business days of the Effective Date, together with one (1) copy of the applicable documentation. Customer shall receive a license key required to activate the Software on the designated server(s).

2. Restrictions and Responsibilities

  1. Use Restrictions. Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or any documentation (except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition); (b) modify, translate, or create derivative works based on the Software; (c) sublicense, sell, resell, transfer, assign, distribute, rent, lease, or otherwise make the Software available to any third party; (d) use the Software for timesharing, service bureau purposes, or otherwise for the benefit of a third party; (e) copy the Software except for a reasonable number of backup copies solely for disaster recovery purposes; (f) install or operate the Software on any server or hardware other than Customer's designated server(s) without Company's prior written consent; or (g) remove any proprietary notices, labels, or marks from the Software or documentation.
  2. Compliance. Customer represents, covenants, and warrants that Customer will use the Software only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Although Company has no obligation to monitor Customer's use of the Software, Company may do so and may prohibit any use of the Software it believes may be (or alleged to be) in violation of the foregoing.
  3. Customer Environment Responsibilities. Customer shall be solely responsible for: (a) procuring, installing, and maintaining all hardware, servers, operating systems, network infrastructure, databases, and other third-party software required to operate the Software in accordance with Company's published specifications; (b) maintaining the security of its environment, including firewalls, access controls, encryption, anti-virus software, and intrusion detection systems; (c) performing regular backups of all data processed by the Software; (d) maintaining adequate network bandwidth and connectivity for authorized users; (e) ensuring that its environment meets or exceeds the minimum specifications published by Company at all times during the Term; and (f) all uses of the Software under Customer's account credentials (collectively, the "Customer Environment"). Company shall have no liability for any failure of the Software arising from Customer's failure to maintain a conforming Customer Environment.

3. Confidentiality; Proprietary Rights

  1. Confidentiality. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Software, as well as the source code, algorithms, and architecture of the Software. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Software ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in connection with the use of the Software or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof (provided, however, that the obligations of confidentiality with respect to trade secrets, including without limitation source code, algorithms, models, and technical architecture, shall continue for so long as such information remains a trade secret under applicable law) or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
  2. Ownership. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and processed by the Software on Customer's servers. Company shall own and retain all right, title and interest in and to (a) the Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the support, (c) all models, logic, algorithms, workflows, know-how, and product capabilities developed, improved, or derived by Company in connection with the operation of the Software or the processing of Customer Data or usage patterns (including improvements resulting from Customer's use of the Software), and (d) all intellectual property rights related to any of the foregoing. For the avoidance of doubt, Company's rights under this Section 3.2 include the right to use insights derived from the operation of the Software to improve its products and services generally, provided that no Customer Data or confidential information of Customer is disclosed to third parties except in de-identified, aggregated form.
  3. No Title Transfer. The delivery of copies of the Software to Customer does not transfer title to or ownership of the Software. Customer acknowledges that the Software and its structure, organization, and source code constitute valuable trade secrets of Company. No rights or licenses are granted except as expressly set forth herein.
  4. Telemetry Data. Company may include within the Software a telemetry module that collects anonymized usage data, performance metrics, and error diagnostics ("Telemetry Data"). The following categories of data may leave Customer's network: (a) aggregated feature usage statistics (no Customer Data content); (b) error logs and crash reports (stripped of personally identifiable information); and (c) Software version and environment configuration data. Company will use Telemetry Data solely to improve and enhance the Software and for diagnostic and corrective purposes.
  5. Reservation of Rights. No rights or licenses are granted except as expressly set forth herein.

4. Installation and Deployment

  1. Deployment Obligations. Company shall provide reasonable installation support remotely. Customer shall be responsible for preparing its environment in accordance with Company's published specifications prior to the scheduled installation date.
  2. Timeline. Installation shall be completed within thirty (30) days of the Effective Date, unless otherwise agreed in writing. Customer shall provide Company with remote access credentials and cooperation necessary to complete the installation. Any delays caused by Customer's failure to prepare the environment or provide access shall extend the installation timeline on a day-for-day basis.
  3. Technical Prerequisites. Prior to installation, Customer shall: (a) ensure that all hardware and software meet or exceed the minimum requirements specified by Company; (b) designate a technical liaison with authority to make decisions regarding the deployment; (c) provide Company with necessary network access, credentials, and security clearances; and (d) complete any required internal change-management or approval processes.
  4. Cooperation Duties. Each party shall cooperate with the other in good faith to achieve successful installation. Customer shall make its technical personnel reasonably available during installation. Failure by Customer to provide timely cooperation shall not constitute a breach by Company of any installation obligation.

5. Acceptance Testing

  1. Acceptance Period. Customer shall have thirty (30) days following completion of installation (the "Acceptance Period") to test the Software for conformance with the documentation and specifications provided by Company.
  2. Acceptance Criteria. The Software shall be deemed to conform if it performs materially in accordance with its published documentation and specifications when operated in a Customer Environment.
  3. Defect Reporting. If Customer identifies any material non-conformity during the Acceptance Period, Customer shall provide Company with a detailed written description of the defect, including steps to reproduce. Company shall have fifteen (15) business days from receipt of such notice to cure the defect (the "Cure Period").
  4. Remedies. If Company fails to cure a material non-conformity within the Cure Period, Customer may, at its option: (a) extend the Cure Period for an additional fifteen (15) business days; or (b) accept the Software with the non-conformity and require Company to address it in a future update.
  5. Deemed Acceptance. If Customer does not deliver a written rejection notice with specific defect descriptions before the expiration of the Acceptance Period, the Software shall be deemed accepted.

6. Payment of Fees

  1. License and Maintenance Fees. Customer shall pay Company the annual License Fee specified in the Order Form. The annual License Fee is due within thirty (30) days of the commencement of each annual period, with the first payment due on the Effective Date.
  2. Payment Terms. Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) the Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given period must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of this Agreement. Customer shall be responsible for all taxes associated with the Software other than U.S. taxes based on Company's net income.
  3. Fee Increases. For the avoidance of doubt, any annual increase to the License Fee shall be effective only after Company has provided Customer with written notice of such increase at least sixty (60) days prior to the commencement of the applicable renewal term. Increases shall not exceed five percent (5%) per annum unless otherwise agreed.

7. Term and Termination

  1. Term and Renewal. Subject to earlier termination as provided below, this Agreement is for the Initial License Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial License Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
  2. Termination for Breach. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.
  3. Effects of Termination. Upon any termination or expiration of this Agreement: (a) all license rights granted herein shall immediately cease; (b) within thirty (30) days of termination, Customer shall destroy all copies of the Software (including backup copies), uninstall the Software from all servers, and deactivate all license keys; (c) Customer shall provide Company with written certification of destruction, signed by an officer of Customer, confirming that all copies have been destroyed and all license keys deactivated; and (d) Company shall have the right to remotely deactivate any license keys. All sections of this Agreement which by their nature should survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, shall survive termination.

8. Warranty and Disclaimer

  1. Software Conformance Warranty. Company warrants that for a period of ninety (90) days following acceptance (or deemed acceptance) of the Software (the "Warranty Period"), the Software will perform materially in accordance with its published documentation and specifications when operated in a conforming Customer Environment.
  2. Media Warranty. If the Software is delivered on physical media, Company warrants that such media shall be free from defects in materials and workmanship under normal use for a period of thirty (30) days from delivery. Company's sole obligation for breach of this warranty shall be to replace the defective media.
  3. Acceptance Testing Warranty. Company warrants that the Software, upon installation in a conforming Customer Environment, will pass the acceptance criteria set forth in Section 5 during the Acceptance Period.
  4. Sole Remedy. Customer's sole and exclusive remedy for breach of the warranties set forth in Sections 8.1 through 8.3 shall be, at Company's option: (a) repair or replacement of the non-conforming Software; or (b) if Company is unable to correct the non-conformity within a commercially reasonable time, refund of the License Fees paid for the non-conforming Software.
  5. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE IS PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE OPERATION OF THE SOFTWARE IN ANY ENVIRONMENT THAT DOES NOT CONFORM TO THE COMPANY'S PUBLISHED SPECIFICATIONS.
  6. AI-Generated Output. Customer acknowledges that the Software may generate content using artificial intelligence, including code, plans, recommendations, and workflows. Output generated by AI models is probabilistic in nature and should be evaluated for accuracy as appropriate for Customer's use case, including by employing human review. Customer is responsible for all decisions made, actions taken, and failures to take action based on Customer's use of AI-generated output. Company shall not be liable for any loss or damage arising from Customer's deployment of AI-generated output without adequate review and validation.

9. Limitation of Liability

  1. General Limitation. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SOFTWARE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Carve-Outs. NOTWITHSTANDING THE ABOVE LIMITATIONS, COMPANY SHALL REMAIN FULLY LIABLE FOR: (i) SECURITY BREACHES RESULTING FROM COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 3; PROVIDED THAT IN NO EVENT, SHALL THE DAMAGES FROM SUCH BREACHES EXCEED, IN THE AGGREGATE, TWICE THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SOFTWARE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  3. Infrastructure Disclaimer. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATED TO: (A) FAILURES OR DEFICIENCIES IN CUSTOMER'S HARDWARE, NETWORK INFRASTRUCTURE, OPERATING SYSTEMS, OR THIRD-PARTY SOFTWARE; (B) IMPROPER INSTALLATION OR CONFIGURATION OF THE SOFTWARE BY CUSTOMER OR ITS AGENTS (UNLESS PERFORMED UNDER COMPANY'S DIRECT SUPERVISION); (C) OPERATION OF THE SOFTWARE IN AN ENVIRONMENT THAT DOES NOT CONFORM TO THE COMPANY'S PUBLISHED SPECIFICATIONS; (D) UNAUTHORIZED MODIFICATIONS TO THE SOFTWARE; (E) POWER FAILURES, ENVIRONMENTAL CONDITIONS, OR PHYSICAL SECURITY BREACHES AT CUSTOMER'S FACILITIES; OR (F) DATA LOSS RESULTING FROM CUSTOMER'S FAILURE TO MAINTAIN ADEQUATE BACKUPS.

10. Audit Rights

  1. License Compliance Audit. Company may, no more than once per calendar year, upon at least thirty (30) days' prior written notice, audit Customer's use of the Software to verify compliance with the license terms of this Agreement, including the number of copies installed, and the servers on which the Software is deployed.
  2. Audit Procedure. Audits shall be conducted during normal business hours at Customer's facilities and shall be designed to minimize disruption to Customer's operations. Company may conduct such audit using its own personnel or an independent third-party auditor bound by confidentiality obligations no less restrictive than those set forth in Section 3.
  3. Non-Compliance. If an audit reveals that Customer's use of the Software exceeds the scope of the license granted herein, Customer shall: (a) promptly pay Company the audit costs reasonably incurred; (b) pay the applicable license true-up fees for the excess usage at Company's then-current list price; and (c) promptly bring its usage into compliance. If the audit reveals no non-compliance, Company shall bear the costs of the audit.
  4. Records. Customer shall maintain accurate records of its use of the Software sufficient to verify compliance with this Agreement, and shall retain such records for at least two (2) years following the expiration or termination of this Agreement.

11. Maintenance and Support

  1. Maintenance Services. During any period for which Customer has paid the annual License Fee, Company shall provide maintenance and support services as described in the Maintenance & Support Schedule (Exhibit A), including: (a) bug fixes, patches, and minor updates (collectively, "Updates"); and (b) technical support during the hours specified in Exhibit A.
  2. Update Delivery. Updates shall be made available to Customer via Company's secure download portal. Customer shall be responsible for downloading and installing Updates in accordance with Company's instructions. Company may, upon Customer's request and at additional cost, provide installation assistance for Updates.
  3. Version Support Lifecycle. Company shall provide support for the current released version of the Software and one (1) immediately prior version. Customer acknowledges that Company may discontinue support for any version other than the current and immediately prior version upon twelve (12) months' written notice. Customer is responsible for maintaining the Software at a supported version to receive full maintenance benefits.
  4. Customer Obligations. Customer shall install all critical security patches issued by Company for the Software within thirty (30) days of availability. For the avoidance of doubt, "critical security patches" refers to patches provided by Company for vulnerabilities in the Software, not patches for third-party infrastructure or operating systems (which are Customer's responsibility under Section 2.3). Customer's failure to maintain the Software at a supported version may result in reduced support response times or inability of Company to provide effective support, without constituting a breach by Company of its support obligations.

12. Miscellaneous

  1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
  2. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
  3. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
  4. Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
  5. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
  6. Governing Law & Venue. This Agreement shall be governed by the laws of the State of Israel without regard to its conflict of laws provisions. The competent federal or state courts in the courts of Tel Aviv-Jaffa shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
  7. Press Releases. Upon mutual written agreement, the parties may cooperate on joint press releases or marketing activities, and Customer may agree to serve as a reference account, in each case subject to Customer's prior written approval of any specific materials or communications.