Terms of Service

These Terms form an agreement between Joshua Penland, a [State] [entity type] with its registered office at [address] (“Joshua Penland”, “we”), and the business that creates an account (“Customer”, “you”). You accept them by creating an account or using the Service. If you accept on behalf of a business, you confirm you are authorized to bind it.

Service — the ClvrJob application and related services.

Customer Data — all data you provide or that we obtain from a mailbox you connect, including message content, attachments, and everything the Service derives from them.

Output — text, drafts, extracted records and summaries the Service generates.

Authorized User — an individual you permit to use the Service under your account.

We grant you a non-exclusive, non-transferable right to access and use the Service during the term, for your internal business purposes. You are responsible for your Authorized Users’ compliance with these Terms and for the security of account credentials. We provide the Service on the plan you select; features vary by plan as described at [pricing url].

The Service functions by accessing a mailbox you connect through your provider’s OAuth authorization. You represent that you own or are authorized to connect that mailbox, and that you have made any disclosures and obtained any consents required for us to process the correspondence in it — including correspondence from your own customers and other third parties.

We request only the permissions described in our Privacy Policy. You may revoke access at any time through your email provider, which immediately ends our ability to read the mailbox.

As between the parties, you own all Customer Data and all Output generated for your account. You grant us a limited, non-exclusive, non-transferable, non-sublicensable (except to subprocessors identified in the Privacy Policy) license to host, process, transmit and display Customer Data solely to provide, secure and support the Service. The license terminates when the data is deleted.

We will not use Customer Data to train, fine-tune or develop machine learning models, and will not create de-identified or aggregated datasets from message content. Our handling of Customer Data is governed by the Privacy Policy and, on execution, the Data Processing Addendum, which prevail over any inconsistent provision of these Terms.

The Service generates drafts. It does not transmit them. No message is sent from your mailbox unless an Authorized User reviews and approves it, except where you deliberately enable automated sending under this section.

Automated sending is disabled by default. An account administrator may enable it per mailbox and per message type; we record who enabled it and when, and you may disable it at any time. Where enabled, you remain responsible for messages sent from your mailbox.

Output is generated by probabilistic models and may be inaccurate, incomplete, or unsuitable. It is not advice, and it is not a binding quotation, offer or acceptance unless you approve and send it. You are responsible for reviewing Output before acting on it or transmitting it.

You will not use the Service to send unlawful, deceptive or unsolicited bulk messages; to process data you have no right to process; to reverse engineer or resell the Service except under a written reseller agreement; or in a way that impairs the Service for others. We may suspend access to address an active security threat, unlawful use, or non-payment, and will restore it as soon as the cause is resolved.

Subscriptions are billed in advance, monthly or annually, at the rate on your order.

Free trials run for [n] days. We will email you at least 3 days before a trial converts, and no card is charged before conversion.

Subscriptions renew automatically for successive terms until canceled. You may cancel at any time from within the application; cancellation takes effect at the end of the current term.

We will give at least 30 days’ notice before any price increase, which takes effect at your next renewal. If you do not accept it, you may cancel before it applies.

Fees are exclusive of taxes. Late amounts may accrue interest at [rate]. Fees are non-refundable except as stated in section 9 or required by law.

Either party may terminate for convenience effective at the end of the current term, or immediately on 30 days’ written notice of a material breach that remains uncured. If we terminate for convenience mid-term, or you terminate for our uncured material breach, we will refund prepaid fees for the unused period.

For 30 days after termination you retain read and export access to Customer Data in a machine-readable format, exportable by you without contacting support. After that period we delete Customer Data on the schedule in the Privacy Policy. Sections 5, 10, 11, 12, 13 and 17 survive termination.

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and subprocessors bound by comparable obligations. Customer Data is your confidential information. These obligations continue for [n] years after termination, and indefinitely for Customer Data.

We warrant that we will provide the Service with reasonable skill and care and in accordance with the security commitments in our Privacy Policy. Except as expressly stated, the Service is provided “as is”, and we disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that Output will be accurate or that the Service will be uninterrupted or error-free.

We will defend and indemnify you against third-party claims alleging that the Service, used as permitted, infringes intellectual property rights, and will pay resulting damages and costs finally awarded or agreed in settlement.

You will defend and indemnify us against third-party claims arising from Customer Data or from your use of the Service in breach of these Terms. Each party’s obligation is conditioned on prompt notice, reasonable cooperation, and control of the defense.

Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits or revenue. Each party’s aggregate liability arising out of these Terms is limited to the fees paid or payable in the 12 months preceding the event giving rise to the claim.

These limitations do not apply to: either party’s breach of its confidentiality obligations; our breach of our data-protection or security obligations; either party’s indemnity obligations; either party’s gross negligence or willful misconduct; or your obligation to pay fees.

We target [99.5%] monthly availability, excluding scheduled maintenance notified at least [48] hours in advance. If we fall below that in a month, we will credit [10%] of that month’s fees for each full percentage point below target, on request within 30 days. Support is provided [channel and hours], with a target first response of [n] business hours.

We may improve the Service, and will not materially reduce its core functionality during a paid term without notice. We will give at least 30 days’ notice by email before material changes to these Terms take effect. If you do not agree to a material change, you may terminate before its effective date and receive a pro-rata refund of prepaid fees. Continued use after the effective date constitutes acceptance.

We will not use your name, logo or marks in marketing without your prior written consent, which you may withdraw on 30 days’ notice.

These Terms are governed by the laws of [State], without regard to conflict-of-laws rules. The parties will attempt in good faith to resolve any dispute within 30 days of written notice. Failing that, the dispute will be resolved by binding arbitration in [County, State] under the [rules], except that either party may seek injunctive relief in court to protect intellectual property or confidential information. You may opt out of this arbitration provision by written notice to [legal email] within 30 days of first accepting these Terms, without affecting any other provision.

Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all assets, on notice. Notices to you go to your account email; notices to us go to [legal email] and [postal address]. If a provision is unenforceable, the rest survives. These Terms, the Privacy Policy and any executed DPA or BAA are the entire agreement and supersede prior discussions. Neither party is liable for delays caused by events beyond its reasonable control. No waiver is implied by a failure to enforce.

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