Terms of Service

Effective Date: December 28, 2025

1. Introduction

Welcome to theTerms of Service (these “Terms”) governing access to and use of the Claryxwebsite, www.claryx.com (the “Website”), and any content, tools, features, orfunctionality made available through the Website (collectively, the“Services”). These Terms do not govern the provision of Claryx’s enterpriseservices, which are subject to separate written agreements.

These Termsgovern your access to and use of the Services. Please read these Terms carefully, as they include important informationabout your legal rights. By accessing and/or using the Services, you areagreeing to these Terms. If you do not understand or agree to these Terms,please do not use the Services.

For purposes ofthese Terms, “you” and “your” means you as the user of the Services. If you usethe Services on behalf of a company or other entity then “you” includes you andthat entity, and you represent and warrant that (a) you are an authorized representativeof the entity with the authority to bind the entity to these Terms, and (b) youagree to these Terms on the entity’s behalf.

If you or theentity you represent have entered into a separate written agreement with Claryxgoverning the provision of services (including a Master Subscription Agreement,Order Form, or Business Associate Agreement), that agreement will govern in theevent of any conflict or inconsistency with these Terms. These Terms apply onlyto use of the Website and Services where no such separate agreement is inplace.

Please note thatSection 8 contains an arbitration clause and class action waiver. By agreeingto these Terms, you agree (a) to resolve all disputes with us through bindingindividual arbitration, which means that you waive any right to have thosedisputes decided by a judge or jury, and (b) that you waive your right toparticipate in class actions, class arbitrations, or representative actions.You have the right to opt-out of arbitration as explained in Section 8.

2. Who may use the services

You must be atleast 18 years of age to use the Services. The Services are intended for use byindividuals and entities located in the United States. Claryx does notrepresent that the Services are appropriate or available for use outside theUnited States. If you access the Services from outside the United States, youdo so on your own initiative and are responsible for compliance with applicablelocal laws. By using the Services, you represent and warrant that you meetthese requirements.

3. User accounts and subscriptions

Creating andSafeguarding your Account. To use the Services, you may need to create anaccount (“Account”). You agree to provide us with accurate, complete andupdated information for your Account. You are solely responsible for anyactivity on your Account and for maintaining the confidentiality and securityof your password. We are not liable for any acts or omissions by you inconnection with your Account. You must immediately notify us at support@claryx.comif you know or have any reason to suspect that your Account or password havebeen stolen, misappropriated or otherwise compromised, or in case of any actualor suspected unauthorized use of your Account.

4. Orders for products and/or services

This section applies only to purchases made directlythrough the Website. Enterprise services are offered pursuant to separatewritten agreements and are not governed by this section.

Changes and Pricing. The Company may, at any time,revise or change the pricing, availability, specifications, content,descriptions or features of any Offerings. While we attempt to be as accurateas we can in our descriptions for the Offerings, we do not warrant thatOffering descriptions are accurate, complete, reliable, current, or error-free.If an Offering itself is not as described on the Services, your sole remedy isto return it (for physical products, in unused condition). The inclusion of anyOfferings for purchase through the Services at a particular time does not implyor warrant that the Offerings will be available at any other time. We reservethe right to change prices for Offerings displayed on the Services at any time,and to correct pricing errors that may inadvertently occur (and to cancel anyorders in our sole discretion that were purchased with pricing errors). Allsuch changes shall be effective immediately upon posting of such new Offeringprices to the Services and/or upon making the customer aware of the pricingerror.

5. Location of our Privacy Policy

Privacy Policy. Our Privacy Policy describes how wehandle the information you provide to us when you use the Services. For anexplanation of our privacy practices, please visit our Privacy Policy locatedat https://www.claryx.com/privacy-policy.

6. Rights we grant you

License Grant:Subject to your compliance with these Terms, the Company hereby grants to you,a personal, worldwide, royalty-free, non-assignable, non-sublicensable,non-transferrable, and non-exclusive license to use the software provided toyou as part of the Services. This license has the sole purpose of enabling youto use and enjoy the benefit of the Services as provided by us, in the mannerpermitted by these Terms and subject to the use restrictions described below.Your access and use of the Services may be interrupted from time to time forany of several reasons, including, without limitation, the malfunction ofequipment, periodic updating, maintenance or repair of the Service or otheractions that Company, in its sole discretion, may elect to take.

Restrictions OnYour Use of the Services. You may not do any of the following, unlessapplicable laws or regulations prohibit these restrictions or you have ourwritten permission to do so:

  1. download, modify, copy, distribute,transmit, display, perform, reproduce, duplicate, publish, license, createderivative works from, or offer for sale any information contained on, orobtained from or through, the Services (except for any reports related totesting services that you purchase);
  2. duplicate, decompile, reverseengineer, disassemble or decode the Services (including any underlying idea oralgorithm), or attempt to do any of the same;
  3. use, reproduce or remove anycopyright, trademark, service mark, trade name, slogan, logo, image, or otherproprietary notation displayed on or through the Services;
  4. use, automation software (bots),hacks, modifications (mods) or any other unauthorized third-party softwaredesigned to modify the Services;
  5. exploit the Services for anyunauthorized commercial purpose, including resale, sublicensing, or use outsidethe scope expressly permitted by these Terms or an applicable written agreementwith Claryx;
  6. accessor use the Services in any manner that could disable, overburden, damage,disrupt or impair the Services or interfere with any other party’s access to oruse of the Services or use any device, software or routine that causes thesame;
  7. attempt to gain unauthorized accessto, interfere with, damage or disrupt the Services, accounts registered toother users, or the computer systems or networks connected to the Services;
  8. circumvent, remove, alter, deactivate,degrade or thwart any technological measure or content protections of theServices;
  9. useany robot, spider, crawlers or other automatic device, process, software orqueries that intercepts, “mines,” scrapes or otherwise accesses the Services tomonitor, extract, copy or collect information or data from or through theServices, or engage in any manual process to do the same;
  10. introduceany viruses, trojan horses, worms, logic bombs or other materials that aremalicious or technologically harmful into our systems;
  11. use the Services for illegal,harassing, unethical, or disruptive purposes;
  12. violateany applicable law or regulation in connection with your access to or use ofthe Services; or
  13. access or use the Services in any waynot expressly permitted by these Terms.

7. Ownership and content

Ownership of theServices. The Services, including their “look and feel” (e.g., text, graphics,images, logos), proprietary content, information and other materials, areprotected under copyright, trademark and other intellectual property laws. Youagree that the Company and/or its licensors own all right, title and interestin and to the Services (including any and all intellectual property rightstherein) and you agree not to take any action(s) inconsistent with suchownership interests.  We and our licensorsreserve all rights in connection with the Services and its content, including,without limitation, the exclusive right to create derivative works.

Ownership ofTrademarks. The Company’s name, the Company’s logo and all related names,logos, product and service names, designs and slogans are trademarks of theCompany or its affiliates or licensors. Other names, logos, product and service names, designs and slogans thatappear on the Services are the property of their respective owners, who may ormay not be affiliated with, connected to, or sponsored by us.  

Ownership ofFeedback. We welcome feedback, comments and suggestions for improvements to theServices (“Feedback”). You acknowledge and expressly agree that anycontribution of Feedback does not and will not give or grant you any right,title or interest in the Services or in any such Feedback. All Feedback becomesthe sole and exclusive property of the Company, and the Company may use anddisclose Feedback in any manner and for any purpose whatsoever without furthernotice or compensation to you and without retention by you of any proprietaryor other right or claim. You hereby assign to the Company any and all right,title and interest (including, but not limited to, any patent, copyright, tradesecret, trademark, show-how, know-how, moral rights and any and all otherintellectual property right) that you may have in and to any and all Feedback.

8. Disclaimers, Limitations of Liabilityand Indemnification

Disclaimers. Youraccess to and use of the Services are at your own risk. You understand andagree that the Services are provided to you on an “AS IS” and “AS AVAILABLE”basis. Without limiting the foregoing, to the maximum extent permitted underapplicable law, the Company, its parents, affiliates, related companies,officers, directors, employees, agents, representatives, partners and licensors(the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHEREXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ORNON-INFRINGEMENT. The Company Entities make no warranty or representation anddisclaim all responsibility and liability for: (a) the completeness, accuracy,availability, timeliness, security or reliability of the Services; (b) any harmto your computer system, loss of data, or other harm that results from youraccess to or use of the Services; (c) the operation or compatibility with anyother application or any particular system or device; and (d) whether theServices will meet your requirements or be available on an uninterrupted,secure or error-free basis. No advice or information, whether oral or written,obtained from the Company Entities or through the Services, will create anywarranty or representation not expressly made herein.

Limitations ofLiability. The limitations set forth in this section apply solely to use of theWebsite and Services governed by these Terms and do not apply where liabilityis governed by a separate written agreement between you and Claryx. TO THEEXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANYENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT,SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING,BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE,DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER  DAMAGES OR LOSSES, ARISING OUT OF OR RELATEDTO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORYOF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY INCONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICTLIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANYENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANYOTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF ORIN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THESERVICES OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIATHE SERVICES.  SOME JURISDICTIONS (SUCHAS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OFINCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAYNOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGESFINALLY AWARDED SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF ONE HUNDREDDOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THEPAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES)GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THEABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification.By entering into these Terms and accessing or using the Services, you agreethat you shall defend, indemnify and hold the Company Entities harmless fromand against any and all claims, costs, damages, losses, liabilities andexpenses (including attorneys’ fees and costs) incurred by the Company Entitiesarising out of or in connection with: (a) your violation or breach of any termof these Terms or any applicable law or regulation; (b) your violation of anyrights of any third party; (c) your access to or use of the Services; (d) yournegligence or willful misconduct.

9. Arbitration and class action waiver

This arbitrationprovision applies only to disputes arising from use of the Website or Servicesgoverned by these Terms and does not apply to disputes governed by a separatewritten agreement between you and Claryx, unless such agreement expresslyincorporates this arbitration provision.

Informal ProcessFirst.  You agree that, in the event ofany dispute between you and the Company Entities, you will first contact theCompany in writing and make a good faith sustained effort to resolve thedispute before resorting to more formal means of resolution, including withoutlimitation, any arbitration or court action.

ArbitrationAgreement and Class Action Waiver.  

  1. If the dispute remains unresolvedthirty (30) days after you first contact the Company in writing under Section9.1, any remaining dispute, controversy, or claim (collectively, “Claim”)relating in any way to your purchase or use of the Services, will be resolvedby arbitration, including threshold questions of arbitrability of the Claim. Youand the Company agree that any Claim will be settled by final and bindingarbitration, using the English language, administered by JAMS under itsComprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then ineffect (those rules are deemed to be incorporated by reference into thissection, and as of the date of these Terms). The JAMS Rules and the JAMSConsumer Arbitration Minimum Standards, the latter effective July 15, 2009, areavailable at https://www.jamsadr.com.
  2. Arbitration will be handled by a sole,neutral arbitrator in accordance with the JAMS Rules. Judgment on thearbitration award may be entered in any court that has jurisdiction. Anyarbitration under these Terms will take place on an individual basis – class,consolidated or representative arbitrations and class, consolidated orrepresentative actions are not permitted. You understand that by agreeing tothese Terms, you and the Company are each waiving the right to trial by jury orto participate in a class, consolidated or representative action or class,consolidated or representative arbitration. Court review of an arbitrationaward is limited. The arbitrator, however, can award on an individual basis thesame damages and relief as a court (including injunctive and declaratoryrelief, or statutory damages). Notwithstanding the foregoing, you and theCompany will have the right to bring an action in a court of properjurisdiction for injunctive or other equitable or conservatory relief, pendinga final decision by the arbitrator. You may instead assert your claim in “smallclaims” court, but only if your claim qualifies, your claim remains in suchcourt and your claim remains on an individual, non-representative and non-classbasis.
  3. The place of arbitration shall be NewYork, New York.
  4. Each of the Parties shall cooperate ingood faith in the discovery or exchange of nonprivileged information relevantto the dispute as necessary in accordance with the JAMS Rules.
  5. The arbitrator’s award will consist ofa written statement stating the disposition of each claim, and the award willalso provide a concise written statement of the essential findings andconclusions on which the award is based.
  6. Youand the Company shall maintain the confidential nature of the arbitrationproceeding and the award, including the hearing, except as may be necessary toprepare for or conduct the arbitration hearing on the merits, or except as maybe necessary in connection with a court application for a preliminary remedy, ajudicial challenge to an award or its enforcement or unless otherwise requiredby law or judicial decision.
  7. Costs of Arbitration. Payment for anyand all reasonable JAMS filing, administrative and arbitrator fees will be inaccordance with the JAMS Rules and the JAMS Consumer Arbitration MinimumStandards. If the value of your claim does not exceed $10,000, the Company willpay for the reasonable filing, administrative and arbitrator fees associatedwith the arbitration, unless the arbitrator finds that either the substance ofyour claim or the relief sought was frivolous or brought for an improperpurpose.
  8. Opt-Out. You have the right to opt-outand not be bound by the arbitration provisions set forth in these Terms bysending written notice of your decision to opt-out to support@claryx.com or tothe mailing address listed in the “How to Contact Us” section of these Terms.The notice must be sent to the Company within thirty (30) days of your purchaseof the Services or agreeing to these Terms, otherwise you shall be bound toarbitrate disputes in accordance with these Terms. If you opt-out of thesearbitration provisions, the Company also will not be bound by them.

10. Additionalprovisions

Updating TheseTerms. We may modify these Terms from time to time in which case we will updatethe “Last Revised” date at the top of these Terms.  If we make changes that are material, we willuse reasonable efforts to attempt to notify you, such as by e-mail and/or byplacing a prominent notice on the first page of the Website. However, it isyour sole responsibility to review these Terms from time to time to view anysuch changes.  The updated Terms will beeffective as of the time of posting, or such later date as may be specified inthe updated Terms. Your continued access or use of the Services after themodifications have become effective will be deemed your acceptance of themodified Terms.  

Termination ofLicense and Your Account. If you breach any of the provisions of these Terms,all licenses granted by the Company will terminate automatically. Additionally,the Company may suspend, disable, or delete your Account and/or the Services(or any part of the foregoing) with or without notice, for any or no reason. Ifthe Company deletes your Account for any suspected breach of these Terms byyou, you are prohibited from re-registering for the Services under a differentname. In the event of Account deletion for any reason, the Company may, but isnot obligated to, delete any of Your Content. the Company shall not beresponsible for the failure to delete or deletion of Your Content. All sectionswhich by their nature should survive the termination of these Terms shallcontinue in full force and effect subsequent to and notwithstanding anytermination of this Agreement by the Company or you. Termination will not limitany of the Company’s other rights or remedies at law or in equity.

InjunctiveRelief. You agree that a breach of these Terms will cause irreparable injury tothe Company for which monetary damages would not be an adequate remedy and theCompany shall be entitled to equitable relief in addition to any remedies itmay have hereunder or at law without a bond, other security or proof ofdamages.

CaliforniaResidents. If you are a California resident, in accordance with Cal. Civ. Code§ 1789.3, you may report complaints to the Complaint Assistance Unit of theDivision of Consumer Services of the California Department of Consumer Affairsby contacting them in writing at 1625 North Market Blvd., Suite N 112Sacramento, CA 95834, or by telephone at (800) 952-5210.

Export Laws. Youagree that you will not export or re-export, directly or indirectly, theServices and/or other information or materials provided by the Companyhereunder, to any country for which the United States or any other relevantjurisdiction requires any export license or other governmental approval at thetime of export without first obtaining such license or approval. In particular,but without limitation, the Services may not be exported or re-exported (a)into any U.S. embargoed countries or any country that has been designated bythe U.S. Government as a “terrorist supporting” country, or (b) to anyonelisted on any U.S. Government list of prohibited or restricted parties,including the U.S. Treasury Department’s list of Specially Designated Nationalsor the U.S. Department of Commerce Denied Person’s List or Entity List. Byusing the Services, you represent and warrant that you are not located in anysuch country or on any such list. You are responsible for and hereby agree tocomply at your sole expense with all applicable United States export laws andregulations.

Miscellaneous. Ifany provision of these Terms shall be unlawful, void or for any reasonunenforceable, then that provision shall be deemed severable from these Termsand shall not affect the validity and enforceability of any remainingprovisions. These Terms and the licenses granted hereunder may be assigned bythe Company but may not be assigned by you without the prior express writtenconsent of the Company. No waiver by either party of any breach or defaulthereunder shall be deemed to be a waiver of any preceding or subsequent breachor default. The section headings used herein are for reference only and shallnot be read to have any legal effect. The Services are operated by us in theUnited States. Those who choose to access the Services from locations outsidethe United States do so at their own initiative and are responsible forcompliance with applicable local laws. These Terms are governed by the laws ofthe State of New York, without regard to conflict of laws rules, and the propervenue for any disputes arising out of or relating to any of the same will bethe arbitration venue set forth in Section 8, or if arbitration does not apply,then the state and federal courts located in New York, New York. You and theCompany agree that the United Nations Convention on Contracts for theInternational Sale of Goods will not apply to the interpretation orconstruction of these Terms.

How to Contact Us.  You may contact us regarding the Services or these Terms at:

Claryx Inc.
Attn: DataProtection Officer
45-18 CourtSquare West, Floor 6
Long Island City,NY 11101

Email: support@claryx.com

Phone: +1 (917) 540-7477