Terms of Service

 

These Terms of Service (“Terms”), the Order Form, Partner Agreement, Referral Agreement and any additional document incorporated herein are collectively referred to as the “Agreement” and is a legally binding agreement between Clym Inc. , with offices at 1209 Orange Street, Wilmington, DE 19801 (“Clym”, “Company”), and you (the “User”, as further defined below). User and Clym may each be referred to as a “Party” and collectively referred to as the “Parties”.

 

This Agreement governs your access to and use of the Clym Services. By accepting this Agreement, either by checking a box indicating your acceptance or by executing an Order Form, Partner Agreement, or Referral Agreement that references this Agreement, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such legal entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use Clym Services.

 

With respect to individuals, the Clym Services are intended for use by individuals who are of the legal age required to form legally binding contracts under applicable law (but in no event are they intended for use by individuals under the age of 18). If you are an individual, by using Clym Services, you represent and warrant that you are of at least 18 years of age. If you are not at least 18 years of age, you must not access or use any Clym Service. These Terms are void where prohibited by law and the right to access and use any Clym Service is not granted in such jurisdictions.

 

In no circumstances is Clym Services available to any individual or entity who have had their User Account (as such terms is defined below) temporarily or permanently deactivated, or any individual or entity that seeks to use Clym Services in violation of these Terms.

 

If you do not agree to be bound by the provisions of these Terms or if you do not have the legal capacity or authority to accept them, you may not use or access any of the Clym Services.

 

By agreeing to these Terms you consent to  our access, collection, processing, use, and disclosure of your information as set forth in our Privacy Policy (“Privacy Policy”) unless such processing is modifiedn pursuant to the provisions of a Data Protection Addendum (“DPA”) signed by the Parties. The provisions of the Privacy Policy and of the DPA, if applicable,  are incorporated into these Terms by reference.

 

These Terms apply to all users of the Clym Services, as follows (each of which shall be referred to as “User” or “you”): 

• You are a “Visitor” when you merely browse our Website and/or submit your personal data via the Website’s online chat, feedback forms or any other forms;
• You are a “Customer” when you use any of the Clym Services (other than as a Visitor) upon the successful execution of an Order Form.
• You are an “Indirect Customer” when you use any of the Clym Services (other than as a Visitor) under a Partner Agreement signed between Clym and a Partner. As an Indirect Customer you will have a direct commercial relationship with the Partner and indirect relationships with us that will provide you access to the Clym Services. To use the Clym Services you will need to review and agree with this Terms of Service and our Privacy Policy.
• You are a “Partner” if you either (a) signed up and participate in the Company’s Partner Program through our Website, and/or (b) signed a separate Partner Agreement or similar agreement with the Company; in each case for the purpose of reselling or otherwise providing Clym licenses to Indirect Customer(s).
• You are a Referrer if you either (a) signed up and participated in the Company’s Referral Program through our Website, and/or (b) signed a separate Referral Agreement, in each case for the purpose of referring Customers or/and Partners to the Company. 
• An “End User” is an individual or entity that accesses or uses a Customer Website, Website Property (as such terms are defined below) or any Clym deliverable.

 

Customers, Indirect Customers, Partners and Referrers are collectively referred to in this Agreement as Controlling Parties.

 

1.  Definitions.

“Affiliate” means a person or entity that owns, is owned by, or is under common control of a Party. “Control” means that a person or entity owns more than 50% of the equity interest of any entity and/or has the ability to control the management of such an entity.

 

"Availability" means the total available minutes in a given calendar month less any minutes attributable to a Scheduled Downtime.

 

“Authorized Users” means individuals who are authorized by a Controlling Party, through a User Account,  to use the Clym Services with varying levels of control and access specified by the Controlling Party and who have been supplied user identifications by the Controlling Party. Authorized Users may include the employees, consultants, contractors, agents, or other designees of the Controlling Party and its Affiliates, but shall not include any employee or agent of any Clym competitor.

 

“Clym Partner Platform” represents the partner portal that allows Partners and Referrals to manage and monitor the Indirect Customers or Customers to which they refer or resell the Clym Services. 

 

“Clym Product Packages” represents the sellable units that are made available for purchase by the Company and that provide access to Clym Services as described in Clym Product Packages and Fees.

 

“Clym Services” means access to the Platforms and Support Services, via an account established with the Company, that are ordered by and paid for by Customer or Partner under an Order Form, Partner Agreement or any other method and made available by Clym, including user guides, documentation, and help/training materials provided by Clym. Services include but aren’t limited to access to and usage of the Clym Software as a Service Platform. Clym does not currently provide any off-line services, so services unrelated to those outlined in these Terms or the Agreement are not covered by these Terms.

 

“Clym Software as a Service Platform” represents Clym’s unique data privacy and accessibility compliance facilitation solution as described in “Clym Software as a Service Platform” document, incorporated into the Terms by reference.

 

“Clym Support Services” represents additional support services made available by Clym to Users, as described in the “Support Service Terms”. These might be offered as part of a Subscription Product or might be offered as One-Off Products as described in “Clym Product Packages and Fees” document.

 

“Critical Malfunction” means that mission-critical parts of the Platforms are unreachable or are returning critical errors that make specific parts or all of the Clym Services unusable. For the avoidance of doubt, this only refers to the Clym Widget and Compliance Center as the terms are defined in the Clym Subscription as a Service Platform document or any authentication mechanisms made available by the Platforms. 

 

“Customer Information” means all information and data submitted to Clym by or on behalf of a Controlling Party (as the term is defined above) in connection with the creation, configuration and management of the Controlling Party’s account for the Clym Services.

 

“Customer Website” means the website on which the Clym Widget is correctly installed.

 

“Documentation” means the instruction manuals, guides, and frequently asked questions available at www.clym.io.and other linked resources.

 

“Effective Date” means the date on which you either sign or otherwise agree to an Order Form, Partner or Referral Agreement, or other document (including this Agreement) issued by Clym and executed or otherwise agreed upon by authorized representatives of the User.

 

“End User Account” represents the account we create pursuant to the Clym Services for an End User in the event they submit a Data Subject Request on a Customer Website.

 

“Excluded Issues” means certain items for which the Clym Software as a Service Platform does not assist for accessibility compliance purposes, including but not limited to: URL parameters (such as elements inserted in our website’s URLs to help filter and organize content or track information on the website); (b) documents, PowerPoint, Excel, Word, pdf, audio, video, SVG, content presented in “iframe”, and other formats and embedded content ; (c) Canvas and Flash components; (d) components that have been handled via Manual Remediation Measures (as such term is defined below); and (e) any images or links that are subject to a blocking mechanisms. Addressing or resolving such Excluded Issues may require you to acquire additional services from us or other third parties.

“Initial Term” means the initial period of time you commit to through an Order Form, Partner Agreement,  Referral Agreement, or otherwise agreed upon by Company and the authorized representatives of the Controlling Party. You will not be able to terminate the agreement except for cause pursuant to Section 6.3 below.

 

“Installation and Configuration Period” represents the period of time between the Effective Date and the Subscription Start Date during which, at the sole discretion of the Company, you might be given access to the Platforms with the only scope to be that of installation and configuration of the Clym Services.

 

“No-charge Trial Period” represents the period of time between the Effective Date and the Subscription Start Date during which the Company may, at its sole discretion, allow you to use Clym Services without pre-paying in advance. 

 

“One-Off Product” consists of services that the Company provides one time, as requested, without automatically renewing and provisioning. 

 

“Order Form” means a form filled in by the Customer or a document issued by Clym and executed or otherwise agreed upon by authorized representatives of the Customer, which specifies, among other things and as applicable, the Clym Product packages, the Fees, and any other details specifically related to the Clym Services.

 

“Pageview” represents an instance of an internet user visiting a particular page on a website. 

 

“Partner Agreement” means an online form filled in by the Partner or a document issued by Clym and executed or otherwise agreed upon by authorized representatives of the Partner, which specifies, among other things the Clym Product packages, the Fees, and any other details specifically related to the conditions in which the Partner is allowed to resell Clym Services to Indirect Customers.

 

“Payment Processors” means a third-party system that enables financial transactions, commonly employed by us, to handle transactions with customers from various channels such as credit cards and debit cards or bank accounts.

 

“Platform(s)” means the Clym proprietary Software as a Service Platform and Clym Partner Platform, including but not limited to hosted software SDKs, libraries, APIs, and user interfaces.

 

“Referral Agreement” means an online form filled in by the Referrer or a document issued by Clym and executed or otherwise agreed upon by authorized representatives of the Referrer, which specifies, among other things the Clym Product packages, the Fees, the Commissions, and any other details specifically related to the conditions in which the Referrer is allowed to refer the Clym Services to Customers.

 

“Referral Fees” refers to the Fees the Company shall pay the Referrers for the referred Customers.

 

“Renewal Term” means any subsequent renewal period of time after the Initial Term you commit to through an Order Form, Partner Agreement,  Referral Agreement, or otherwise agreed upon by Company and the authorized representatives of the Controlling Party. You will not be able to terminate the Agreement during a Renewal Term except for cause pursuant to Section 6.3 below.

 

"Scheduled Downtime" means regular Platform maintenance, upgrades as it is defined in the Service Legal Agreement.

 

“Service Start Date” means, for each Order Form or Partner Agreement, the earlier of (i) the date set forth on the Order Form or (ii) the first date on which Customer is granted access to the Clym Services purchased pursuant to the Order Form or Partner Agreement.

 

“Software as a Service” (“SaaS”) means a software delivery model in which a hosted software platform is made available on a subscription basis.

 

“Subscription Period” represents the period of time for which you have pre-paid or agreed to pay and you are provided with access to Clym Services, and that will automatically renew unless the Agreement is terminated pursuant to Section 6 below. 

 

“Subscription Product” represents the Clym Product Package(s) that provide access to Clym Services on a subscription basis for a Subscription Period.

 

“Subscription Start Date” refers to the date from when you are fully authorized to use the Clym Subscription Products, and we have either successfully processed your payment and/or issued an invoice to be paid. 

 

“Term” shall be that period of time starting with the Effective Date and continuing until all Order Forms, Partner or Referral Agreement have expired or have been terminated in accordance with this Article 6.

 

“Usage Data” means all data, information, and statistics collected by Clym related to the Users’ activity, including, without limitation, those pertaining to the pageviews, authorized users’ actions on the Platforms, consents, traffic, and PII storage.

 

“User Account” means the account either you or us create for yourself during the onboarding process, or the account you create for an Authorized User.

 

“Website Properties” means websites, web projects and any other supported code, whether public or private.

2. Clym Services.

2.1. Clym Services (“Clym Services” or “Services”) consists of:

• Clym Platforms
• Clym Support Services.

 

During the Term and solely for the Controlling Party’s  business purposes, Clym shall make the Clym Services available to the Controlling Party in accordance with an executed Order Form, Partner or Referral Agreement. Except for One-Off Products, Clym’s Services are provided on a SaaS basis; as such you will need to purchase a license to use such Clym Services. None of the Clym Services are legal services. The Company does not provide legal advice or services. You are advised to contact your attorney to obtain advice regarding compliance of Customer Website(s) and/or Website Properties with applicable laws, rules, and regulations, including but not limited to the WCAG Accessibility Standard. You are solely responsible for all actions taken or not taken by you in connection with any such applicable law, rules and regulations, including the WCAG Accessibility Standard (in any of its versions), and all liability with respect thereof is hereby expressly disclaimed by us. Specifically, you agree that you are responsible for remediating the Excluded Issues as defined above.

 

2.2. Updates and Functionalities. The Controlling Party acknowledges that, from time to time, Clym may apply updates to the Clym Services and that such updates may result in changes in the appearance and/or functionality of such Clym Services. Excluding the addition of wholly new products, Clym will provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Clym Services (collectively, the “Updates”). Unless otherwise agreed to in a signed writing, in no way is Clym required to customize Clym Services for the Controlling Party, and Clym does not represent or warrant that Clym Services will be compatible with the Controlling Party systems. The availability and functionality of each Service depend on multiple factors. We do not warrant or guarantee that the Clym Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free. We reserve the right at our sole discretion to modify, correct, amend, enhance, improve, remove, make any other changes to any Service (or any part or feature thereof) without notice, at any time, and at our sole discretion. Each Service and its operation and certain features available therein may also be dependent on the network you use, and the content formats supported. You will have the right to terminate your engagement with us under these Terms if we make any material changes to a Service that you use that adversely affect the results of use of such Service, in which case you shall be entitled to a refund of any pre-paid Fees.

 

2.3. Acceptable Use Policy. The Controlling Party shall:

• be responsible for Authorized Users’ compliance with this Agreement;
• use commercially reasonable efforts to prevent unauthorized access to or use of the Clym Services, including keeping passwords and usernames confidential and not permitting any third-party to access or use its or any of its Authorized Users’ usernames, passwords, or the Controlling Party account for the Clym Services;
• be solely responsible and liable for all activity knowingly conducted through its Controlling Party account in connection with the Clym Services;
• promptly notify Clym if the Controlling Party becomes aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of the Controlling Party’s (or any Authorized User’s) username, password, or the Controlling Party account;
• use, or otherwise access in connection with the Controlling Party’s use thereof, the Clym Services only in accordance with applicable laws and government regulations; and

 

The Controlling Party must not:

• make the Clym Services available to anyone other than its Authorized Users;
• sell, trade, or otherwise transfer the Clym Services to another party;
• use the Clym Services to store or transmit any content that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; upload to, or transmit from, the Clym Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
• attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Clym Services (including any mechanism used to restrict or control the functionality of the Clym Services), any third-party use of the Clym Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law);
• attempt to modify or cause to be hidden any Clym “powered by” branding without prior written consent.
• attempt to gain unauthorized access to the Clym Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Clym Services;
• access the Clym Services in order to build a similar or competitive product or service to Clym Services; 
• commit any act or do anything which might: (i) reasonably be considered immoral, deceptive, or obscene; (ii) injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with Clym;
• knowingly implement Clym in a manner which is inconsistent with data privacy laws of Customer's or Indirect Customer’s website visitor(s) or application user(s); or
• authorize, assist, or encourage any third-party to do any of the above.

 

The Controlling Party agrees that Clym may, with prior written notice to the Controlling Party, suspend or terminate access to the Clym Services for a violation of this Section 2.3 or for any abusive practices that degrade the performance of any Service for the Controlling Party and/or other Clym Users. In the event of such a suspension, if the Controlling Party does not reasonably resolve the issue within thirty (30) days, Clym may terminate this Agreement.

2.4. Non-Exclusivity. Customer acknowledges that the rights granted to it under this Agreement and any Order Form, Partner or Referrals Agreement are non-exclusive and that nothing in this Agreement or any Order Form, Partner or Referrals Agreement will be interpreted or construed to prohibit or in any way restrict Clym’s right to license, sell, or otherwise make available the Clym Services to any third-party.

 

2.5. Beta Services. We may offer certain Clym Services as closed or open beta services (each, a “Beta Service”) for the purpose of testing and evaluation. We have the sole authority and discretion to determine the period of time for testing and evaluation of any Beta Service. We will be the sole judge of the success of such testing and the decision, if any, to offer any Beta Service as a commercial service. You are under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Beta Service with or without notice to you. You agree that we will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any Beta Service for any reason.

 

2.6. Technical Information. Clym Platforms are generally compatible with the following operating systems and browsers: Chrome, Firefox, Safari, and Microsoft Edge. In order for Clym’s Platforms to function as intended, a website must be based on HTML files and tags (flash, OpenGL XML, and other non-HTML-based applications are not supported). Prior to using the Clym Services you must verify: (a) that the Clym Services are compatible with your needs and that your Website Property (as applicable), including its content management system, is properly maintained, and that there are no JavaScript errors, HTML validation errors or invalid tags and/or other various errors that may be caused by the programming language that runs in its web browser; and (b) the integrity of your Website Property (as applicable) connectivity, and the server on which it is stored to the internet network and to the Controlling Party’s infrastructure (telephone, computer and so forth). Clym Widget must be installed directly within the BODY HTML tag of the website and the installation code must appear on the browser’s “view source-code” feature. The installation of Clym Widget may be executed either by the use of (a) a plugin, (b) the installation code directly, (c) a third-party script manager, or (d) any other means, as long as such means meet the foregoing requirements. Any installation of Clym Widget not in accordance with the foregoing may result in the Clym Services not functioning as intended.

 

Prior to integrating Clym Widget on your Website Property we recommend that you integrate the Clym Widget in a staging or testing website. You may integrate Clym’s Widget on Your Website only after verifying that there are no errors or damage caused to such staging or testing your Website Property. We respect any other privacy or accessibility measures you may have implemented on your Website Properties prior to using the Clym Services, or any other privacy or accessibility measures you wish to implement (or continue implementing) after you start using the Clym Services including any manual remediation measures (“Other Remediation Measures”).  However, we cannot guarantee that Clym Services will not affect, or be affected by, any Other Remediation Measures. Specifically, Clym Services will not override some manual remediation measures on a website, and any manual remediation measures will not be corrected or adjusted by Clym Services. We may not be able to provide the Clym Services properly if a website and\or Customer Properties implement Other Remediation Measures. Any effect that Clym Services may have on Other Remediation Measures, or that Other Remediation Measures have on Clym Services are explicitly excluded from any warranties hereunder.

 

We provide Controlling Parties with tools and documentation to facilitate the correct integration of Clym Services for Customers and Indirect Customers. You agree to integrate the Clym Services on your Website Property strictly in accordance with such tools and documentation. With respect to Clym Services, following the integration of the Clym Widget onto Your Website, it is your responsibility to (a) test and verify the functionality of the Clym Widget on the Customer Website, and (b) ensure that the integration is in accordance with the tools and documentation provided by us.

 

If you notify us in writing of an error caused by Clym Widget, the Company will use its reasonable commercial efforts to assist you in addressing such an issue (if it is derived from Clym Widget) in order to restore the Customer Website’s into compliance with relevant regulation(s). In order to resolve any issues in a timely manner, we will require you to provide us with as detailed a description of the issues as possible.

3. Intellectual Property.

3.1. Platform and Support Services. As between User and Clym, Clym retains all right, title, and interest in and to the Platform and Support Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Clym Services or any of Clym’s rights or interests therein or any other Clym intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Clym Services not expressly granted in this Agreement are reserved by Clym.

 

3.2. Feedback. User may from time to time provide suggestions, comments, or other feedback to Clym with respect to the Clym Services (“Feedback”). Feedback, even if designated as confidential by User and, notwithstanding Article 5 of this Agreement, shall not create any confidentiality obligation for Clym. User shall, and hereby does, grant to Clym a non- exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free, license to use the Feedback for the purpose of improving Clym Services.

 

3.3. Users and Usage Data. User hereby grants Clym a limited, worldwide, non- exclusive, non-transferable (except as set forth in Section 10.1) license, with the right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, index the User’s Usage Data and Customer Information for the sole purpose of providing and developing the Clym Services to User and supporting User’s use of the Clym Services. Clym may use aggregated and anonymized Usage Data for analytics, provided that such Usage Data cannot be in any way linked to User or any individual person or used to identify User or any individual person. Subject only to the limited license expressly granted herein, User and the Authorized Users of a Controlling Party shall retain all right, title and interest in and to, and all intellectual property rights in the Customer Information. Nothing in this Agreement will confer on Clym any right of ownership or interest in or to or the intellectual property rights in the Customer Information. All User and Customer Information will be processed by Clym according to the Privacy Policy available at www.clym.io.

 

3.4. Privacy Policy. The Controlling Party is solely responsible for the Customer Information submitted to the Clym Services. Clym may use the Customer Information or Usage Data to provide the Clym Services, as provided herein and in accordance with applicable data privacy laws. Generally, with exceptions, Controlling Party is a Business and Clym is a Service Provider for purposes of various privacy regulations. Clym shall not:

(a) sell the Customer Information or Usage Data; (b) retain, use or disclose the Customer Information or Usage Data for any purpose other than for the specific purpose of performing the Clym Services; (c) retain, use or disclose the Customer Information or Usage Data for a commercial purpose other than providing the Clym Services; or (d) retain, use or disclose the Customer Information or Usage Data outside of the direct business relationship between Controlling Party and Clym; unless otherwise allowed by law. 

 

3.5. Marks. The Company name, logos and other distinguishing graphic features are trademarks and service marks of the Company (each, a “Company Mark”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Company Mark, without our prior written permission in each instance. You acknowledge that we are the owner of the Company Marks, including all goodwill associated therewith, and that your use of any Company Mark will confer no additional interest in or ownership of any Company Mark in you but inures to our benefit. All other Company, product, and service names and logos used and displayed via a Service may be trademarks or service marks of their respective owners who may or may not endorse, be affiliated with, or connected to the Company. You agree that you will not in any way modify, alter or tamper with any proprietary marks, copyright notices, or other notices, or any Company Mark, that may be provided and/or displayed through the Clym Services.  

 

3.6. License to Partners or Referrers. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Clym Marks, the Clym Services and related content and technology around the world (“Clym IP Rights”) are and will remain the exclusive property of Clym and its subsidiary companies. The License granted by Clym to a Partner or Referrer under a Partner or Referral Agreement is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s or Referrer’s right to use the Licensed Marks is at the discretion of Clym and is subject to Partner’s or Referrer’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner or Referrer agrees to (a) not use any Clym IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Clym IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Clym IP Rights; (d) promptly notify Clym of any unauthorized use of any Clym IP Rights of which Partner or Referrer has actual knowledge; and (e) always use the Licensed Marks and any other Clym Marks in compliance with the Guidelines. Clym may perform periodic reviews of any Marketing Materials presented by Partner or Referrer, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner or Referrer.

 

3.7. Use of Controlling Party’s Marks. Subject to the terms of this Agreement, the Controlling Party grants to Clym the right to use and display Controlling Party’s name, description and marks on its website and in other promotional materials related to its activities under this Agreement. All such use of the Controlling Party’s Marks will be in accordance with the Controlling Party’s usage guidelines and will insure to the benefit of the Controlling Party. Clym will not use, register or take other action with respect to any of the Controlling Party’s Marks, except to the extent authorized through this Agreement. In its efforts, Clym will always use the then-current Controlling Party’s Marks and will not add to, delete from or modify any of them. Clym will not, at any time, misrepresent its relationship with the Controlling Party. The license described in this Section will terminate automatically in the event of any termination of this Agreement.

4. Fees and Payments

4.1. Fees. Customer / Partner will pay all fees as and when described in the Order Form or Partner Agreement (the “Fees”). All fees are quoted and are to be paid in U.S. dollars. We reserve the right, at our sole discretion, to update the Fees at any time, and will notify you 30 (thirty) days in advance if such update may affect your existing Subscription Plan upon its renewal. Increases to existing Subscription Fees will take effect upon the proximate renewal of a Subscription Period after the notification period of 30 days has passed. 

 

4.2. Re-Pricing of Fees, Fee True-Up, Upgrades and Downgrades. In the event it is determined that the Customer’s / Partner’s usage exceeds the quantity of Pageviews set forth for the Subscription Product included in the Order Form or Partner Agreement for a particular domain or instance, Customer / Partner agrees that Clym might, at its all discretion, suspend the Clym Service.. Clym will monitor the number of Pageviews per domain and/or instance and notify the Customer / Partner if their domains / instances approach the limit allowed by the Clym Subscription Product associated with their domain(s) and/or instance. To avoid Service interruptions, Customer / Partner has the option to upgrade to a higher Clym Subscription Product. The effect of an upgrade is immediate and will continue until the earliest of (i) a change in the Subscription Product, or (ii) the termination of the Agreement pursuant to Section 6 below. During the upgrade process the Company will credit the unused portion of that then current Subscription Period to partially credit the new, upgraded Subscription Product. Customer / Partner can also downgrade to a lower Clym Subscription Product or cancel the subscription at any time. The new downgraded Subscription Product will apply after the end of that then current Subscription Period. In case Customer / Partner changes to a new Clym Subscription Product, they will continue to be billed for that new plan until they either change it again or cancel it. 

 

Notwithstanding the foregoing, we reserve the right, at our sole discretion, to increase Subscription Fees if your Customer Website exceeds the allowable number of Pageviews for your given Subscription Product.

 

4.3  Auto-Renewal. Customer / Partner agrees and authorizes Clym to issue a recurring charge for Customer’s / Partner’s utilization of the Clym Services absent termination consistent with Article 6.

 

4.4  No-Charge Trial Period. Clym may, at its sole discretion, offer a no-charge trial period during which Customers may use the Clym Services for a period of time as defined in the Order Form from the date of registration without pre-paying in advance.

1. Customer / Partner is required to provide valid payment information in order to create an Account and access the Clym Services for the No-Charge Trial Period.
2. Customers who participate in a No-Charge Trial Period must cancel their subscription by the end of the No-Charge Trial Period to avoid incurring charges. If Customer does not cancel before the No-Charge Trial Period expires, Customer authorizes Clym to bill the Customer’s payment method on file for the full cost of the plan described during the registration process. The subscription will automatically renew and continue, unless and until Customer cancels their subscription or Clym terminates this Agreement pursuant to Section 6.3. Clym might, at its sole discretion, notify Customer when that Customer’s No-Charge Trial Period is about to end or has ended. The absence of such notification shall not constitute a valid reason for the Customer to request a refund.
3. Customers may cancel their subscription at any time during the No-Charge Trial Period. Upon cancellation during the No-Charge Trial Period, Customers will immediately lose all access to the Clym Services.

 

4.5  Installation and Configuration Period. Clym may, at its sole discretion, offer an installation and configuration period during which the Customer / Partner gets access to the Clym Services with the only scope of installation and configuration of the services. This period is between the Effective Date and the Subscription Start Date as captured in an Order Form or Partner Agreement. During this period (included in the Initial Term), the Customer / Partner may only terminate the Agreement pursuant to Section 6.3.

 

4.6  Invoicing. Unless otherwise agreed in writing, Clym shall invoice for the Clym Services in advance and shall collect payment from Customer / Partner through an online or offline payment in the form of a credit card, bank transfer, ACH, check or other forms of payment as agreed in the Order Form or Partner Agreement. Customers / Partners may access any current or past due invoices through utilizing Clym Services or on request by sending an email at support@clym.io. A valid payment method, approved by Clym, is required to process your Subscription Fee. You shall provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us (either directly or through our affiliates, subsidiaries, or other third parties, including Payment Processors) to charge and collect payment (or refund or take any other billing actions) all fees incurred through your account to any such payment instruments. You also authorize us to make any inquiries that we may consider necessary to validate your designated financial information, to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company (e.g., updated expiry date or card number).

 

4.7  Taxes and Withholdings. Customer / Partner is responsible for paying all taxes, assessments, charges, fees, and levies that may be levied or based upon Customer’s / Partner’s subscription to the Clym Services, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority. If Clym has the legal obligation to pay or collect Taxes for which Customer / Partner is responsible under this Section 4.7, the appropriate amount shall be invoiced to and paid by Customer / Partner, unless Customer / Partner provides Clym with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.8  Late Payment. If any undisputed amounts invoiced hereunder as Fees or otherwise are not received by Clym by the due date, then at Clym’s discretion, such charges may accrue late interest at the rate of 10% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 30 days’ written notice to Customer / Partner provided after the due date of any undisputed fees, Clym may suspend Customer’s / Partner’s access to the Clym Services, if any, if Clym has not received the amounts invoiced hereunder at the expiration of such period as defined in the Order Form or Partner Agreement.

 

4.9  Refunds.  In case you terminate this agreement pursuant to section 6.3 we will refund to you the pro-rata portion of the Clym Services Fees pre-paid by you in respect of the period following the effective date of termination (“Refund”). You acknowledge and agree that we may deduct a cancellation fee from the Refund, in accordance with applicable law, using the payment method you provided upon purchasing the Clym Services. To request a Refund, you must e-mail us at support@clym.io, and include your full name, the details of the Customer Website for which the termination is sought, and a copy of the transaction receipt. Upon cancellation of Clym Services pursuant to section 6.3, all outstanding payment obligations shall immediately become due for your used Subscription Period.

 

In the event that you terminate this agreement pursuant to section 6.2. you are not entitled to a Refund, but you will continue to have access to the Clym Services until the end of the current / agreed Subscription Period. In this case your subscription will not auto-renew and we will not charge you for the next Subscription Period. You can terminate this Agreement through the online tools that we might make available or by notifying us at support@clym.io in the absence of them. Upon termination of Clym Services pursuant to section 6.2., all outstanding payment obligations shall immediately become due for your contracted Subscription Period.

5. Confidential Information and Security Requirements.

5.1. Confidential Information. Each Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of a like-kind (but in no event less than reasonable care consistent with industry standards) and will not disclose or use any Confidential Information (as defined below) of the other Party for any purpose outside of the scope of this Agreement, and each Party shall limit access to Confidential Information to those of its, or its Affiliates’, employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein. In this Agreement, “Confidential Information” means all information, data, and financial information relating to the business, commercial strategies, pricing, personnel, customers, products, or services of each Party. Confidential Information includes (i) Each party’s proprietary system offerings, along with documentation and plans related thereto; (ii) Passwords, authorization keys, or codes used to access or operate such system offerings; (iii) Any results, Usage Data, or statistics collected through the use of the system offerings; or (iv) Any nonpublic business information that is either marked physically or identified orally as “confidential” or “proprietary.” For the avoidance of doubt, Customer Information will be the Confidential Information of Customer.

 

Confidential Information excludes any information that: 

• was in the receiving party’s possession before receiving it from the disclosing party;
• is provided to the receiving party by a third-party without restriction on use or disclosure and without breaching any rights of the disclosing party;
• is or becomes generally known or available to, or accessible by, the public through no act or omission of the receiving party; or
• was or is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

 

In the event that the receiving party or any representative of the receiving party becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the receiving party will (if permitted to do so) provide the other party with notice of such circumstances and will limit such disclosure to the required disclosure.

 

5.2. Security Requirements. Clym has implemented technical and organizational security measures consistent with the standards, practices, and controls reasonable for the Clym Services. However, Clym cannot guarantee that unauthorized third-parties will never be able to defeat those measures and expressly denies any responsibility for damages, monetary or otherwise, resulting from unauthorized third-party access to Controlling Party’s account or use, alteration, or disclosure of the Customer Information or Usage Data except in the event of Clym' gross negligence or willful misconduct.

 

5.3. Multi-Factor Authentication. Multi-Factor Authentication is a security system that requires more than one level of authentication before accounts can be accessed. It was developed to add extra security steps to the login process, to keep accounts safe and verify users before they can gain access to accounts. Users that provide their mobile phone numbers for authentication purposes agree to receive an SMS or other message as part of the process. Carrier message and data rates may apply.

6. Term and Termination.

6.1. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect until all Order Forms, Partner or Referral Agreement have expired or have been terminated in accordance with this Article 6. In case of Indirect Customers, the Term of Agreement between us and you shall commence at the point the Partner creates for you or allows you to create a User Account and shall continue for the Term in accordance with this Article 6. 

 

6.2. Term of Order Forms, Partner and Referral Agreements. For Order Forms that do not include a minimum commitment, the term of each Order Form shall start on the Effective Date and continue for the No-Charge Trial Period (if one exists) and the initial Subscription Period as defined for the selected Subscription Product, unless the Agreement is terminated (ie. canceled) during the No-Charge Trial Period or the initial Subscription Period. In this case the Order Form will automatically renew for a new Subscription Period as defined for the selected Subscription Product, unless the Agreement is terminated during the then current Subscription Period. In case the Customer terminates this agreement during the No-Charge Trial Period, the Agreement is terminated instantly. In case the Customer terminates this agreement during any Subscription Period, the Agreement will continue during the then current Subscription Period.

 

The Term of each Order Form that includes a minimum commitment shall start on the Effective Date specified on the Order Form and shall continue for the Installation and Configuration Period (if one exists) and  the Initial Term specified therein. In this case, except as expressly stated otherwise in an Order Form, all Order Forms shall automatically renew for subsequent one-year renewal periods (“Renewal Term”), unless a Party gives the other Party written notice of non- renewal at least 30 days prior to the end of the then-current term.

 

In both cases (with or without minimal commitment), upon renewal, Clym reserves the right to increase the Fees for Clym Services by providing Customer written notice thereof (which notice may be provided by email or in any other format) at least 30 days prior to the end of the then-current Term.

 

The Term of each Partner or Referral Agreement shall start on the Effective Date specified on the Agreement and shall continue for the Installation and Configuration Period (if one exists) and  the Initial Term specified therein. Except as expressly stated otherwise, all Partner or Referral Agreements shall automatically renew for subsequent one-year renewal periods (“Renewal Term”), unless otherwise agreed to in writing between the Parties or a Party gives the other Party written notice of non- renewal at least 30 days prior to the end of the then-current term. Upon renewal, Clym reserves the right to increase the Fees for Clym Services or change the Referral Fees by providing Partner or Referrer written notice thereof (which notice may be provided by email or in any other format) at least 30 days prior to the end of the then-current term.

 

The Term of each Indirect Customers shall commence at the point the Partner either creates for you or allows you to create a User Account and shall continue until the earliest of: (i) the Partner Agreement expires, (ii) the Partner terminates your User Account, (iii) or you express your wish to terminate this Agreement in accordance with this Article 6. For the cases (i) and (ii) above, the Company, at its sole discretion, may offer you a period of time during which you will continue to have access to the Clym Services with the scope to either save your Customer Information or to become a Customer by executing an Order Form (“Grace Period”). In case it is offered and accepted, the Grace Period will extend the term of the agreement with the length of such a period. 

 

6.3. Termination for Cause. Either Party may terminate this Agreement for cause (i) upon 30 days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. No refund shall be issued in the event of termination of the Controlling Party for cause by Clym.

 

6.4. Effects of Termination. Upon termination of this Agreement for any reason: (i) Controlling Party will cease all use of the Clym Services; (ii) Controlling Party will have no further access to its User Account provided by Clym, and (iii) Controlling Party will pay Clym all unpaid Fees owing to Clym. If the Controlling Party terminates this Agreement in accordance with Section 6.3, Clym will refund to the Controlling Party any unearned Fees that the Controlling Party paid in advance for the Clym Services. If Clym terminates this Agreement in accordance with Section 6.3, then, without limiting any other remedies that may be available, the Controlling party will pay any unpaid Fees covering the remainder of the term of each Order Form, Partner or Referral Agreement after the date of termination. In no event will termination relieve the Controlling Party of its obligation to pay any amounts and Fees payable to Clym for the period prior to the date of termination and other obligations that survive termination of this Agreement. It is the Controlling Party obligation to download and save any Customer Information before this Agreement is terminated. 

 

6.5. Survival. Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive, and such other provisions that expressly or by their nature are intended to survive termination shall survive the expiration or termination of this Agreement. Without limiting the foregoing, Section 4.1 as well as Articles 3, 5, 7-10 shall survive the expiration or termination of this Agreement.

7. Warranties and Warranty Disclaimer.

7.1. Mutual Warranties. Each Party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement and that doing so is not in conflict with any other agreement. Each Party warrants that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement.

 

7.2. Clym Warranties. Clym warrants that (i) subject to Section 2.2, the Clym Services will materially perform in accordance with the applicable documentation and the functionality of the Clym Services will not be materially decreased during the term of the applicable Order Form; and (ii) the Clym Services do not contain any malicious code or viruses. For any breach of the above warranty, Customer’s exclusive remedies are those described in Section 6.3. (iii) the Clym Services do not knowingly infringe the intellectual property of any third-party.

 

7.3. Disclaimer. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT, THE CONTENTS OF THIS SECTION 7.3 MAY OR MAY  NOT APPLY TO USERS DEPENDING ON SUCH JURISDICTION. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CLYM EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLYM SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT, THAT THE CLYM SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE CLYM SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, CLYM DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLYM OR ELSEWHERE NOR ANY COURSE OF DEALING WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE CLYM SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE CLYM SERVICES AND ANY INFORMATION PROVIDED BY CLYM ARE NOT LEGAL ADVICE AND CUSTOMER IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.

CLYM DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE CLYM SERVICES, INCLUDING USAGE DATA, CUSTOMER INFORMATION, AND ANY CONTENT OR SERVICES PROVIDED BY THIRD-PARTIES. CLYM DOES NOT CONTROL OR VET CUSTOMER INFORMATION AND IS NOT RESPONSIBLE FOR WHAT CUSTOMERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE CLYM SERVICES. CLYM EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CLYM SERVICES OR THE INFORMATION CONTAINED THEREIN AS WELL AS YOUR CUSTOMER ACCOUNT AND CUSTOMER INFORMATION.

8. Mutual Indemnification.

8.1. Indemnification by Clym. Clym shall defend, indemnify, and hold harmless the Controlling Party, its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are in connection with or arising out of a third-party claim alleging that the use of the Clym Services as permitted hereunder infringes a valid intellectual property right (a “Claim”) and shall indemnify the Controlling Party for any damages finally awarded against, and for reasonable attorneys’ fees incurred by Customer in connection with any such Claim.

 

Clym will have no liability for any Claim to the extent it arises from:

• a modification of the Clym Services by or at the direction of the Controlling Party or an Authorized User;
• use of the Clym Services in violation of this Agreement or applicable law;
• use of the Clym Services by Customer after Clym notifies the Controlling Party to discontinue use because of an infringement or misappropriation claim;
• the Controlling Party’s combination, operation, or use of the Clym Services with any other software, program, or device not provided or specified by Clym to the extent such infringement would not have arisen but for such combination, operation, or use; or
• Controlling Party’s use of the Clym Services in a manner that is inconsistent with its intended use.

 

If a Service has become, or in Clym’s opinion is likely to become, the subject of any such Claim, Clym may at its option and expense:

• procure for the Controlling Party  the right to continue using the Clym Services as set forth hereunder;
• replace or modify the Clym Services or certain functionalities to make it non-infringing; or
• if options (a) or (b) are not reasonably practicable, terminate either this Agreement or the Order Form, Partner or Referral Agreement for such Clym Services.

 

This Section 8.1 sets forth Clym’s sole liability (and the Controlling Party’s sole remedy) regarding infringement or misappropriation of third-party rights.

 

8.2. Indemnification by the Controlling Party. Subject to Clym’s compliance with Section 8.3, the Controlling Party shall defend, indemnify, and hold harmless Clym, its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are in connection with or arising out of a third-party claim (i) alleging that Controlling Party’s use of the Clym Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third-party or violates any applicable law; (ii) relating to, or arising from, Customer Information, Usage Data, or the Controlling Party’s breach of Section 2.3 or Section 7.1. You are solely responsible for your Customer Website(s) and/or your Website Properties (as applicable) and all content and information, including code, images, data, text, software, sound, photographs, graphics, messages, and other materials that you make available to the Company whether as part of your Customer Website(s) and/or your Website Properties (as applicable), or otherwise (collectively “Your Content”). You represent and warrant that (a) you own all intellectual property rights in and to Your Content, including all intellectual property rights and rights of publicity contained therein or thereto, and (b) Your Content does not violate the provisions of any applicable law. You hereby grant Company with a worldwide, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, upload, perform, store, modify and display Your Content only in connection with the provision of the Clym Services. You assume all risk associated with Your Content and its transmission and have sole responsibility for the accuracy, quality, legality, and appropriateness of Your Content. 

 

8.3. Indemnification Procedure. The indemnified Party shall (i) promptly give written notice of the claim to the indemnifying Party, although failure to provide prompt notice will not relieve the indemnifying Party of its obligation to indemnify unless the indemnifying Party is materially prejudiced by the delay; (ii) give the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party may not settle or defend any claim without the indemnified Party’s prior written consent unless it unconditionally releases the indemnified Party of all liability); and (iii) provide the indemnifying Party with reasonable cooperation and assistance at the indemnifying Party’s expense.

9. Limitation of Liability.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY THE CONTROLLING PARTY FOR THE CLYM SERVICES SUBJECT TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE CLYM SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT.

 

ANY CLAIMS OR DAMAGES THAT ONE PARTY MAY HAVE AGAINST THE OTHER PARTY SHALL ONLY BE ENFORCEABLE AGAINST THE PARTIES TO THIS AGREEMENT AND NOT ANY OTHER ENTITY OR ITS OFFICERS, DIRECTORS, REPRESENTATIVES OR AGENTS.

 

THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE INDEMNITY OBLIGATIONS SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CLYM WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. 

10. General.

10.1. Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations hereunder, (except by merger, sale of assets, change of control, operation of law or otherwise) without the prior written consent of the other Party (not to be unreasonably withheld), and any attempted assignment without such consent will be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all exhibits), without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its shares or assets. In the event of such an assignment, the Party will notify the other Party in accordance with the provisions in Section 10.8.

 

10.2. Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect. 

 

10.3. Your Responsibilities. You must procure and ensure that you comply with and adhere to the provisions set forth in these Terms and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the Clym Services, including privacy and consumer protection laws. You represent and warrant that you: (a) own or have all the necessary licenses, rights, consents, and permissions to Your Content, and (b) are responsible for Your Content including its availability, maintenance, any content available therein and its systems and infrastructure.  You acknowledge and agree that Clym’s reports included in the Clym Services may not accurately reflect the Customer Website’s accessibility features and that it is your responsibility to verify the features that you have on the Customer Website. The Clym Services may not identify Excluded Issues. You agree: (a) to immediately notify Company in writing of any actual, suspected, or potential security breach or improper use of the Clym Services; and (b) not to engage in any activity or in a manner that is inconsistent with your obligations under these Terms. You are solely responsible for any accessibility remediation that you implement in any of your Website Properties which is based on the remediation recommendations made by Clym Services. You may not distribute, disclose, share, sublicense, assign, and/or transfer in any way to any third party, the remediation recommendations made by Clym Services. You must promptly notify us in writing of any suspected abuse and/or misuse of Clym Services by anyone whether or not done on your behalf. You are solely responsible for ensuring any information provided by Clym in relation to some of the Clym Services is compatible with your needs, including any applicable legislation that may apply to your Customer Website. You are required to notify the Company in writing of any demand letters or claims concerning Your Website’s accessibility that you received prior to your engagement with the Company, and to provide a copy of any such demand or claim, via email to support@clym.io. Failure to inform us of such prior demands or claims shall constitute a material breach of these Terms.

 

10.4. Force Majeure. Except for payment obligations, neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such Party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lockouts or labor disruptions; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

 

10.5. Counterparts and Interpretation. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the Parties. Headings are for convenience only and are not to be considered in construing or interpreting this Agreement. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or interference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

 

10.6. Amendment. We can amend this Agreement for the following reasons:

• if we think it will make them easier to understand or more helpful to you;
• to reflect the way our business is run, particularly if the change is needed because of a change in the way any technology is provided;
• to reflect legal or regulatory requirements;
• to reflect changes in the cost of running our business; or
• because we are changing or introducing new services or products that affect our existing services or products covered by these terms and conditions.

 

If we add a new product or service that does not change the terms and conditions of your account, we may add the product or service immediately and let you know before you use it. Otherwise, we will notify you before we make any change. We'll assume you're happy with the change unless you tell us that you want to terminate the Agreement before the change is made.

 

10.7. Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

 

10.8. Notices. For purposes of service messages and notices about the Clym Services, Clym may place a banner notice across the Clym Services or website to alert Customer. Alternatively, notice may consist of an email from Clym to an email address associated with the Controlling Party’s account, even if Clym has other contact information. For communication about the Controlling Party’s account and services associated with Clym, Clym may contact the Controlling Party or its Authorized Users through its the Controlling Party account or through other means including email, mobile number, telephone, or delivery services such as the postal service. The Controlling Party acknowledges and agrees that Clym shall have no liability associated with or arising from the Controlling Party’s failure to maintain accurate contact or other information, including, but not limited to, the Controlling Party’s failure to receive critical information about the Clym Services. Notices to Clym must be delivered by email to admin@clym.io and support@clym.io with a duplicate copy sent via registered mail to the following address: Clym 950 S. Kanner Hwy, Unit 401, Stuart, FL 34994 and 1209 Orange Street, Wilmington, DE 19801; Attention: Legal. This contact information provided may be updated by giving notice in accordance with this Section 10.8.

 

10.9. Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all Parties to this Agreement, except that any provision that does not give rights or benefits to particular Parties may be waived in writing, signed only by those Parties who have rights under, or hold the benefit of, the provision being waived if those Parties promptly send a copy of the executed waiver to all other Parties. No failure to exercise and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

 

10.10. Governing Law, Jurisdiction and Venue. This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Delaware. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Delaware, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Delaware, such personal jurisdiction shall be nonexclusive.

 

10.11. Binding Arbitration. It is the intention of the Parties to use their reasonable best efforts to informally resolve, where possible, any dispute, claim, demand or controversy arising out of the performance of this Agreement by mutual negotiation and cooperation, a period of which shall be no less than five (5) business days from first notice of any such dispute. In the event the Parties are unable to informally resolve any such dispute, including relating to this Agreement, the Parties agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement and any disputes upon termination of the relationship, including claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. The arbitration will be conducted in Kent County, Delaware, by a single neutral arbitrator and in accordance with the American Arbitration Association’s (“AAA”) then current Commercial Arbitration Rules’ expedited procedures for resolution.

 

Notwithstanding the provision in the preceding or subsequent paragraph with respect to applicable substantive law, the arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of Delaware, and only such power, and shall follow the law. In the event the arbitrator does not follow the law, the arbitrator will have exceeded the scope of his or her authority and the parties may, at their option, file a motion to vacate the award in court. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to costs and attorneys’ fees.

 

10.12. Entire Agreement. The terms of this Agreement, together with any and all Order Form, Partner or Referral Agreement, associated Exhibits and other terms incorporated by reference constitute the entire agreement between the Parties with respect to the subject matter thereof and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the Parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Order Form, Partner or Referral Agreement, the provisions of the Order Form, Partner or Referral Agreement shall prevail. The terms of this Agreement will apply to all orders submitted to Clym and shall supersede any additional terms that may be incorporated in a purchase order form or any other Customer-generated form. Any such Customer terms shall be null and void. 

Data Processing Agreement

This Customer Data Processing Agreement set forth obligations between Clym Inc. (“Clym”) and ________________ (“Customer”, collectively the “Parties”) with regard to data protection aspects of the services provided by Clym under the Terms of Service (“Agreement”) between  Parties on the basis of mandatory requirements of the General Data Protection Regulation 2016/679 of 27 April 2016 (the “GDPR”)

All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. Customer enters into this DPA on behalf of itself and, to the extent required under Data Protection Laws, in the name and on behalf of its Authorized Affiliates (defined below).

The parties agree as follows:

1. Definitions

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with an entity.

“Authorized Affiliate” means any Customer Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Agreement.

“Control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests outstanding of the entity in question. The term “Controlled” shall be construed accordingly.

“Controller” means an entity that determines the purposes and means of processing Personal Data.

“Customer Data” means any data that Clym and/or its Affiliates process on behalf of Customer in the course of providing the Services under the Agreement.

“Data Protection Laws” means all data protection and privacy laws and regulations applicable to processing Personal Data under the Agreement, including, where applicable, the EU Data Protection Law.

“EU Data Protection Law” means (i) prior to May 25, 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data (“Directive”) and on and after May 25, 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (in each case, as may be amended, superseded or replaced).

“Standard Contractual Clauses” means standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council published by the European Commission, setting out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679. 

“Personal Data” means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable Data Protection Law.

“Processor” means an entity that processes Personal Data on behalf of the Controller.

“Processing” has the meaning given to it in the GDPR and “process,” “processes,” and “processed” shall be interpreted accordingly.

“Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Personal Data.

“Services” means any product or service provided by Clym to Customer pursuant to and as more particularly described in the Agreement.

“Sub-processor” means any Processor engaged by Clym or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or any Clym Affiliate.

2. Scope and Applicability of this DPA

2.1 This DPA applies where and only to the extent that Clym processes Personal Data on behalf of the Customer in the course of providing the Services and such Personal Data is subject to Data Protection Laws of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom. The parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.

2.2 Role of the Parties. As between Clym and Customer, Customer is the Controller of Personal Data and Clym shall process Personal Data only as a Processor on behalf of Customer. Nothing in the Agreement or this DPA shall prevent Clym from using or sharing any data that Clym would otherwise collect and process independently of Customer's use of the Services. 

2.3 Customer Obligations. Customer agrees that (i) it shall comply with its obligations as a Controller under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to Clym; and (ii) it has provided notice and obtained all consents and rights necessary under Data Protection Laws for Clym to process Personal Data and provide the Services pursuant to the Agreement and this DPA.

2.4 Clym Processing of Personal Data. As a Processor, Clym shall process Personal Data only for the following purposes: (i) processing to perform the Services in accordance with the Agreement; (ii) processing to perform any steps necessary for the performance of the Agreement; and (iii) to comply with other reasonable instructions provided by Customer to the extent they are consistent with the terms of this Agreement and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to Clym in relation to the processing of Personal Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and Clym.

2.5 Nature of the Data. Clym handles Customer Data provided by Customers. Such Customer Data may include special categories of data depending on how the Services are used by the Customer. The Customer Data may be subject to the following process activities: (i) storage and other processing necessary to provide, maintain and improve the Services provided to Customer; (ii) to provide customer and technical support to Customer; and (iii) disclosures as required by law or otherwise set forth in the Agreement.

2.6 Clym Data. Notwithstanding anything to the contrary in the Agreement (including this DPA), the Customer acknowledges that Clym shall have a right to use and disclose data relating to and/or obtained in connection with the operation, support, and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development, and sales and marketing. To the extent any such data is considered personal data under Data Protection Laws, Clym shall be considered the Controller of such data and accordingly shall process such data in compliance with Data Protection Laws.

3. Subprocessing

3.1 Authorized Sub-processors. The Customer agrees that Clym may engage Sub-processors to process Personal Data on the Customer's behalf. The Processors currently engaged by Clym and authorized by Customer are listed here (“Third-Party Processors”).

3.2 Sub-processor Obligations. Clym shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Personal Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause Clym to breach any of its obligations under this DPA.

3.3 Changes to Sub-processors. Clym shall provide the Customer reasonable advance notice (for which email shall suffice) if it adds Sub-processors.

3.4 Objection to Sub-processors. Customers may object in writing to Clym’s appointment of a new Processor on reasonable grounds relating to data protection by notifying Clym promptly in writing within five (5) calendar days of receipt of Clym’s notice in accordance with Section 3.3. Such notice shall explain the reasonable grounds for the objection. In such an event, the parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If this is not possible, either party may terminate the applicable Services that cannot be provided by Clym without the use of the objected-to-new Sub-processor.

4. Security

4.1 Security Measures. Clym shall implement and maintain appropriate technical and organizational security measures to protect Personal Data from Security Incidents and to preserve the security and confidentiality of the Personal Data, in accordance with Clym's security standards described in Data Security and published here  (“Data Security”).

4.2 Confidentiality of Processing. Clym shall ensure that any person who is authorized by Clym to process Personal Data (including its staff, agents, and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

4.3 Security Incident Response. Upon becoming aware of a Security Incident, Clym shall notify the Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by the Customer.

4.4 Updates to Security Measures. The customer acknowledges that the Security Measures are subject to technical progress and development and that Clym may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

5. International Transfers

5.1 Processing Locations. Clym may store and process data in data centers located inside and outside the European Union. All other Customer Data may be transferred and processed in the United States and anywhere in the world where the Customer, its Affiliates, and/or its Sub-processors maintain data processing operations. 

5.2 Transfer Mechanism: In the event that Customer seeks to transfer Personal Information from the EEA to Clym operations outside of the EEA, the UK, or such other country with an adequate level of data protection, Clym and Customer hereby agree to enter into the Standard Contractual Clauses (SCC). Clym shall apply additional legal, technical and organizational safeguards as appropriate for the data transfers contemplated under this DPA.

Where Personal Data is transferred outside the United Kingdom, each Company Group Member (as "data exporter") and each Contracted sub-processor, as appropriate, (as "data importer") in addition to the conditions above the Parties hereby agree to enter into the Standard Contractual Clauses. For purposes of the UK International Data Transfer Addendum, governing authority shall be the Information Commissioner's Officer (ICO) of the UK, and governing law of England and Wales shall apply. 

In this context, Module 2 will apply, a signature of this agreement will be deemed to be a signature of the SCC, information listed in “Data Security" and ''Third-Party Processors” will be deemed to be Annex I.B. and Annex II of the SCC respectively. In addition, the following shall apply: the optional Clause 7 (docking clause) is included; Clause 9 (a) is included as Option 2, pursuant to which the data importer’s notice must occur at least two weeks prior to the Processor’s engagement; the duration of transfer shall be the duration of the Agreement or until this DPA is terminated, whichever is sooner; Clause 11 (a) is included without the option. Governing law shall be a law of Hungary, and the Hungarian Data Protection Authority (The National Authority for Data Protection and Freedom of Information) shall be the governing authority; Clause 13: For the purposes of the Clauses, the Customer shall be the data exporter, and the Clauses shall be governed by the law of Hungary. 

5.3 Amendments to the SCC and Other Measures. Unless the Customer notifies Clym otherwise, if the European Commission amends the SCC after the Effective Date, the amended SCC will supersede and replace the SCC executed between the Parties by virtue of this section. In addition, if and to the extent a court of competent jurisdiction or Supervisory Authority orders (for whatever reason) that the measures described in this DPA cannot be relied on for the purpose of lawfully transferring Personal Data to Third Countries, Customer agrees that Clym may implement any additional measures or safeguards that may be reasonably required to enable a lawful transfer. 

6. Return or Deletion of Data

6.1 Upon deactivation of the Services and based on Customer written request, all Personal Data shall be deleted, save that this requirement shall not apply to the extent Clym is required by the applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which such Personal Data Clym shall securely isolate and protect from any further processing, except to the extent required by applicable law.

7. Cooperation

7.1 To the extent that Customer is unable to independently access the relevant Personal Data within the Services, Clym shall (at Customer's expense), taking into account the nature of the processing, provide reasonable cooperation to assist Customer by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to Clym, Clym shall not respond to such communication directly without the Customer's prior authorization unless legally compelled to do so. If Clym is required to respond to such a request, Clym shall promptly notify the Customer and provide it with a copy of the request unless legally prohibited from doing so.

7.2 To the extent Clym is required under Data Protection Law, Clym shall (at Customer's expense) provide reasonably requested information regarding Clym's processing of Personal Data under the Agreement to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.

8. Audit

8.1 When the Customer is given a right for audit under applicable data protection legislation, Clym will allow the Customer, either directly or via third-party consultants, to audit Clym’s compliance with this DPA, on-site or remotely, upon prior written notice of at least 10 (ten) working days, but not more than once a year. 

8.2 Conditions of the audit. The audits shall be limited to 5 (five) business days. The customer agrees that Clym has the right to reject the access or remove from evidence all information related to other Clym Customers and personal data processed on their behalf. Both parties shall bear their own expenses for the audit. Except when Clym is required to provide the client with evidence of compliance as required by Article 28 of the GDPR or other applicable legislation, Clym has a right to charge the Customer for an audit in accordance with Clym policies. 

9. Indemnification and Liability

9.1 Indemnity. Customer shall defend, indemnify, and hold harmless Clym against any claims, proceedings, material or moral damages, and losses, whether direct or indirect, including court fees and lawyers' fees, incurred as a result of a data subject’s claim for compensation under Article 82 GDPR or other applicable data protection law. 

9.2 Other than specified in this section, neither Party provides any indemnity under this DPA.  In particular, if either Party is held liable, individually or jointly, for an administrative fine under Article 83 GDPR or for any other penalty for infringement of applicable data protection law, then that Party shall ensure that the Penalty is paid and shall not seek, and will not be entitled to recover, indemnity for the Penalty from the other Party, notwithstanding any provision to the contrary in this DPA.

10. Miscellaneous

10.1 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.

10.2 This DPA is a part of and incorporated into the Agreement, so references to "Agreement" in the Agreement shall include this DPA.

10.3 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement unless required otherwise by Data Protection Laws.

Clym Inc

Cookie Policy

Last Updated: October 6, 2022

 

This website uses cookies. Clym Ltd. (“Clym” or “We”) uses cookies to provide you with Clym Services and to comply with legal obligations. We might use, with your consent, either express or implied based on jurisdiction and regulation, cookies to analyze the traffic on our site. Cookies are small text files that can be used by websites to make a user's experience more efficient. Generally, data privacy laws state that we can store cookies on your device if they are strictly necessary for the operation of this site, and for all other types of cookies we need your permission, either express or implied based on jurisdiction. This site uses different types of cookies; as explained below some cookies are placed by third party services that appear on our pages. This cookie declaration was last updated on the 1st of January, 2021.

ESSENTIAL

Essential cookies help make a website usable by enabling basic functions like page navigation and access to secure areas of the website or to comply with a legal obligation. Clym’s website cannot function properly without these cookies. 

ANALYTICS

These cookies collect information about how visitors use a website, for instance which pages visitors go to most often. We use them to improve how our website works. However, some of them might be third-party cookies and the data they collect can be put to purposes unknown by us as the site owner. Please refer to our third-party processors' privacy policy for additional information. 

FUNCTIONAL

These cookies allow the website to remember choices you make and provide enhanced features (like support). Some of them might be third-party cookies and the data they collect can be put to purposes unknown by us as the site owner. Please refer to our third-party processors' privacy policy.

A list of cookies we use is listed below:

• Microsoft Clarity (Third-Party). This cookie is installed by Microsoft Clarity to store information of how visitors use a website and help in creating an analytics report of how the website is doing. The data collected including the number visitors, the source where they have come from, and the pages visited in an anonymous form. This cookie has a duration of 1 year.
• Hubspot (Third-Party). This cookie is installed by Hubspot. The cookie is used to keep track of sessions and visitor identities. This cookie has a duration of 1 year.
• Google Analytics (Third-Party). This cookie is installed by Google Analytics. The cookie is used to calculate visitor, session, campaign data and keep track of site usage for the site's analytics report. The cookies store information anonymously and assign a randomly generated number to identify unique visitors. This cookie has a duration of 1 year.

Privacy Policy

Last Updated: January 12, 2024

 

This Privacy Policy explains how Clym Ltd., its subsidiaries, and affiliated companies (collectively, “Clym,” “we,” or “us”) collect, use, and disclose information about you. This Privacy Policy applies when you use our website(s), mobile application(s), and other products and services covered by this Privacy Policy (collectively, our “Services”), contact our customer service team, engage with us on social media, or otherwise interact with us.

We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the bottom of this policy, and, in some cases, we may provide you with additional notice (such as adding a statement to our website or providing you with a notification). We encourage you to review this Privacy Policy regularly to stay informed about our information practices and the choices available to you.

CONTENTS

• Information We Process
  • Partners 
  • Visitors and End Users 
  • Prospects and Referrals 
  • Referrals Disclaimer 
• Information Disclosures
• Third-Party Embeds 
• Security 
• Transfer of information to other countries 
• Communication preferences
• Mobile push notifications
• Your Privacy Choices 
  • For residents of the European Union and the United Kingdom 
  • For residents of the United States 
• Contact Us

INFORMATION WE PROCESS

Customers and Indirect Customers:

• Account Registration and Maintenance. Information we collect and store information for the purposes of registering and maintaining an account. 

Information stored within an account includes directly identifying your information, such as your name, email address, mobile phone number, and other contact details. Also, it may include information indirectly identifying you, such as company name, address, email address, telephone number, contact number, VAT number, and DPO’s contact data. 

• Financial and Payment Information. Information we collect and store to confirm payment and comply with applicable to us legislations. 

Information related to payment, including card credentials and cardholder details, is directed to our third-party payment processor. We do not store your financial information in our systems; however, we have access to and may retain evidence of translation, including your company’s name, amount paid, and contact details. 

• Communications. Information we collect and store when you contact our customer support, communicate with our sales team, submit a data subject request; or we contact you with the latest updates and changes in our product or Services. 

Information such as your name, email address, phone number, the contents of the message and/or attachments you may send us, as well as any other information you may choose to provide, will be accessible to our internal personnel and stored to improve our services and ensure compliance with applicable to us legislation. 

• Security and Fraud Prevention. Information we collect and store to ensure the security of our Services, prevent fraud, malicious, deceptive, or illegal activity, and protect our Services and your information. 

Information such as logs, activities, cookies, and scripts used for security purposes may contain information about your IP address and email address when you rely on a double verification way to log in instead of a password and general information to identify your account. The information is stored for a limited period of time. Suppose you choose to link our Clym Services to a third-party identity provider. In that case, we will receive information about the End User account, such as an authentication token, email, and name from the third-party identity provider, to authorize linking. 

• Marketing and Analytics. Information we collect to analyze trends, usage, and activities in connection with our Services, provide you with the latest information about our Services, and send you offers that may interest you. 

Information such as logs, activities, cookies, and scripts used for analytics and marketing, your email address and phone number, as well as your communications preferences. This category also includes your communications logs, which we use to improve our Services and communications. 

Partners 

• Financial and Payment Information. Information we collect and store to confirm payment and comply with applicable to us legislations. 

Information related to payment, including card credentials and cardholder details, is directed to our third-party payment processor. We do not store your financial information in our systems; however, we have access to and may retain evidence of translation, including your company’s name, amount paid, and contact details. 

• Communications. Information we collect and store within your company’s profile, including contacts and Partners' representative's personal information. 

Such information includes name, job title, email address, phone number, the contents of the message, and/or attachments of exchanged communications, which is stored and processed to execute and maintain agreement and provide Services, improve our services, and ensure compliance with applicable to us legislation. 

• Marketing and Analytics. Information we collect to analyze trends, usage, and activities in connection with our Services, provide you with the latest information about our Services, and send you offers that may interest you. 

Information such as logs, activities, cookies, and scripts used for analytics and marketing, your email address and phone number, as well as your communications preferences. This category also includes your communications logs, which we use to improve our Services and communications. 

Visitors and End Users 

• Communications. Information we collect and store when you contact our customer support, communicate with our sales team, submit a data subject request; or we contact you with the latest updates and changes in our product or Services. 

Information such as your name, email address, phone number, the contents of the message and/or attachments you may send us, as well as any other information you may choose to provide, will be accessible to our internal personnel and stored to improve our services and ensure compliance with applicable to us legislation. 

• Cookies and scripts. Our website and our Services use cookies and scripts. We use them to deliver tailored services and adjust widget content based on your location and language preferences, as well as local legislation and data protection law. For more information on how we use cookies, please see our Cookie Policy. 

Prospects and Referrals

• Communications. Information we collect and store within your company’s profile, including contacts and Partners' representative's personal information. We may receive information about you from our third-party partners, such as contact data from event organizers. We may use the data to contact you and present Clym Services, but only to the extent of the consent you provided, and the third-party partner passed it to us.

Such information includes name, job title, email address, phone number, the contents of the message, and/or attachments of exchanged communications, which is stored and processed to execute and maintain agreement and provide Services, improve our services, and ensure compliance with applicable to us legislation. 

• Marketing and Analytics. Information we collect to analyze trends, usage, and activities in connection with our Services, provide you with the latest information about our Services, and send you offers that may interest you. 

Information such as logs, activities, cookies, and scripts used for analytics and marketing, your email address and phone number, as well as your communications preferences. This category also includes your communications logs, which we use to improve our Services and communications. 

• Cookies and scripts. Our website and our Services use cookies and scripts. We use them to deliver tailored services and adjust widget content based on your location and language preferences, as well as local legislation and data protection law. For more information on how we use cookies, please see our Cookie Policy. 

Referrals Disclaimer

By referring a friend, you confirm that you informed them about disclosing their contact details to Clym and obtained their consent. 

Clym does not sell your personal information.

INFORMATION DISCLOSURES 

We share your information with third parties in the following cases: 

• We share personal information with vendors, service providers, and consultants who need access to personal information in order to provide you with Services. Such vendors and service providers include web hosting, storage, and other infrastructure, analytics, payment processing, fraud prevention and security, customer service, communications, and marketing providers.
• We share personal information with our legal attorneys and other professional advisors where necessary to obtain advice or otherwise protect and manage our business interests.
• We may share personal information with your consent or at your direction.
• We share aggregated or de-identified information with third parties that cannot reasonably be used to identify you for purposes of analytics, the security of our Services, preventing fraudulent activities, or delivering our Services to our Customers and Indirect Customers. 
• If you are an End User, we may share your personal information with our Customer or Indirect Customer in order to ensure delivery of our Services. For example, when you submit a data subject request, we ensure the Customer receives it to process it further. 
• We may disclose personal information if we believe that disclosure is in accordance with, or required by, any applicable law or legal process, including lawful requests by public authorities to meet national security or law enforcement requirements when we are required to disclose your personal information in response to a legal process, we will provide you with prior notice (unless we are prohibited by law or bound by an order, or doing so may endanger others or cause illegal conduct). If, following a review of the legality of such a request under the laws of the country of destination, we conclude that there are reasonable grounds to consider that the request is unlawful under the laws of the third country of destination, we will make a reasonable effort to challenge it. 
• We may share personal information if we believe that your actions are inconsistent with our user agreements or policies, if we believe that you have violated the law, or if we believe it is necessary to protect the rights, property, and safety of Clym, our users, the public, or others. 

THIRD-PARTY EMBEDS

Clym does not host some of the content displayed on our Services. Users have the ability to post content that is actually hosted by a third party but is embedded in our pages (an “Embed”). When you interact with an Embed, it can send information about your interaction to the hosting third party just as if you were visiting the third party’s site directly. For example, when you load a Clym post page with a YouTube video Embed and watch the video, YouTube receives information about your activity, such as your IP address and how much of the video you watch. Clym does not control what information third parties collect through Embeds or what they do with the information. This Privacy Policy does not apply to information collected through Embeds. The privacy policy belonging to the third party hosting the Embed applies to any information the Embed collects, and we recommend you review that policy before interacting with the Embed.

SECURITY

Clym takes reasonable precautions such as policy-based access control and encryption to protect Data in our possession from loss, misuse, and unauthorized access. Clym follows generally accepted industry standards to protect the Data, both during transmission and once received by Clym. However, no method of transmission over the Internet or method of electronic storage is 100% secure. 

TRANSFER OF INFORMATION TO OTHER COUNTRIES

Clym is headquartered in the United States, and we have operations and service providers in the United States and other countries. Therefore, we and our service providers may transfer your personal information to, or store or access it in, jurisdictions that may not provide data protection equivalent to those of your home jurisdiction. For example, we transfer personal data to Amazon Web Services, one of our service providers that processes personal information for us in various data center locations across the globe. We will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it in accordance with accepted industry standards and available transfer mechanisms. 

COMMUNICATION PREFERENCES

If you wish to stop receiving certain communications from us, such as digests, newsletters, and activity notifications, you can opt-out by following the instructions provided in those communications or the Clym platform, as explained above. However, if you opt out of marketing communications, we may still send you administrative emails regarding your account or our ongoing business relations.

MOBILE PUSH NOTIFICATIONS 

With your consent, we may send push notifications to your mobile device. You can deactivate these messages anytime by changing your mobile device's notification settings.

YOUR PRIVACY CHOICES

Clym honors individuals’ rights with respect to their personal information. Your rights with respect to your personal information may be defined by data protection legislation in the country or state of your residency. Below, you may find information regarding your rights. Please note that more information can be found in the Clym Privacy Widget, which you may also use as a way to submit a request to us. 

For residents of the European Union and the United Kingdom

Please be advised that if you are a resident of the European Union, in case you allow Clym to collect and process certain personal data from you, you have the following rights:

• Right of Access. You have the right to obtain confirmation from us as to whether or not personal data concerning you are processed, and where that is the case, you have the right to request and access that personal data.
• Right to Rectification. You have the right to obtain the rectification of inaccurate personal data from us, and you have the right to provide additional personal data to complete any incomplete personal data.
• Right to Erasure (“Right to be Forgotten”). In certain cases, you have the right to obtain the erasure of your personal data from us.
• Right to Restriction of Processing. You have the right to obtain from us a restriction of processing applicable for a certain period and/or for certain situations.
• Right to Data Portability. You have the right to receive your personal data from us in a structured format, and you have the right to (let) transmit such personal data to another controller.
• Right to Object. In certain cases, you have the right to object to processing your personal data, including profiling. You have the right to object to further processing of your personal data in so far as such data have been collected for direct marketing purposes.
• Right to be Not Subject to Automated Individual Decision-Making. You have the right not to be subject to a decision based solely on automated processing.
• Right to Filing Complaints. You have the right to file complaints with the applicable data protection authority on our processing of your personal data.
• Right to Compensation of Damages. In case we breach applicable legislation on processing your personal data, you have the right to claim damages from us for any damages such breach may cause you.

Questions or Complaints

If you wish to submit a request, please use the Clym widget. For this, proceed to our widget in the left corner of our website, click on “Preferences,” choose the “Subject Rights” section, choose the type of request, and fill in the form. Alternatively, you can submit your request to privacy@clym.io. 

If you have a concern about our processing of personal data that we cannot resolve, you have the right to lodge a complaint with the Data Protection Authority where you reside. Contact details for your Data Protection Authority can be found using the links below:

• For individuals in the EEA:
  https://edpb.europa.eu/about-edpb/board/members_en
• For individuals in the UK:
  https://ico.org.uk/global/contact-us/
• For individuals in Switzerland: https://www.edoeb.admin.ch/edoeb/en/home/the-fdpic/contact.html

For residents of the United States 

California Consumer Rights 

Subject to certain limitations, you have the right to: 

• Right to know about the personal information we collect, process and share; 
• Right to delete your personal information; 
• Right to opt-out of sale or sharing of your personal information; 
• Right to non-discrimination for exercising your CCPA rights; 
• Right to correct inaccurate personal information; 
• Right to limit the use and disclosure of sensitive personal information. 

Colorado Consumer Rights 

You have the right to: 

• Right to opt-out of targeted advertisement; 
• Right to opt-out of the sale of personal data; 
• Right to opt-out of profiling; 
• Right to access;
• Right to correction; 
• Right to delete; 
• Right to data portability.  

Connecticut Consumer Rights 

You have the right to: 

• Right to access; 
• Right to correct inaccuracies; 
• Right to delete; 
• Right to obtain a copy; 
• Right to opt-out of targeted advertisement; 
• Right to opt-out of the sale of personal information; 
• Right to opt-out of profiling. 

Utah Consumer Rights 

You have the right to: 

• Right to access; 
• Right to delete; 
• Right to obtain a copy; 
• Right to opt-out of targeted advertising; 
• Right to opt-out of the sale of personal information.

Virginia Consumer Rights 

You have the right to: 

• Right to access; 
• Right to correct inaccuracies; 
• Right to delete; 
• Right to obtain a copy; 
• Right to opt-out of targeted advertising; 
• Right to opt-out of the sale of personal information; 
• Right to opt-out of profiling. 

Under no circumstances will we discriminate against you if you exercise your rights. 

If you wish to submit a request with respect to your personal information or are an authorized agent seeking to make a request, please contact us by using the Clym platform via email at privacy@clym.io or by calling 1-866-275-2596. 

You may also use the Clym widget. For this, proceed to our widget in the left corner of our website, click on “Preferences,” choose the “Subject Rights” section, choose the type of request, and fill in the form. 

CONTACT US

If you have any questions about this Privacy Policy, please contact us at privacy@clym.io.

If you are from the EEA, Switzerland, or the United Kingdom, please contact us at privacy@clym.io or contact our EU representative at:

1126 bp. Beethoven utca 6.
Budapest, Hungary 

Support Services Terms

Last updated on: Jan 16, 2024

 

Clym provides Clym Services through clym.io and other domains and subdomains and the associated applications. These Support Service Terms apply to all Clym Services provided through these domains.

Support Packages

Clym Support Services are offered under two options:

1.1 Standard support comes by default with any Clym Service and includes the following: Standard support over email and chat is offered during business hours (7 am - 3 pm EST) and comes by default with any Clym Service. Even though we make efforts to respond as quickly as possible, standard support offers guarantees in terms of response time only for Priority 1 issues (as defined below). 

1.2 Business support comes with guaranteed response time for all tickets on email, chat or phone during extended business hours (5 am - 5 pm EST). Customers / Partners agree to pay the premium support fees set forth on the Clym site or otherwise agreed rates (collectively “Fees”). 

Support services per Support Package are presented below:

Support Type	Standard	Business
Interval	Monday to Friday, 7am - 3 pm EST	Monday to Friday, 5am - 5 pm EST
Channels	Email, Chat	Email, Chat, Phone
System status	✓	✓
Knowledgebase	✓	✓
Dedicated support*	-	✓
Installation assistance**	-	✓
API documentation***	-	✓
Account manager	-	✓
Support escalation line	-	✓

* Dedicated support includes scheduled hours during which Clym provides additional assistance for:

• Widget configuration
• Platform configuration reviews and adjustments
• Assistance with daily tasks like exporting Data Subject Requests or formatting legal documents
• Platform training and onboarding for new or existing Customer / Partner personnel
• Regulatory information. The Company does not provide legal advice or services. You are advised to contact your attorney to obtain legal advice regarding compliance of Customer Website(s) and/or Website Properties with applicable law, rules, and regulations. You are solely responsible for all actions taken or not taken by you in connection with any such applicable law, rules and regulations, and all liability with respect thereof is hereby expressly disclaimed by us 

** Installation assistance includes scheduled hours during which Clym assists the Customer / Partner (for its own Main Domain(s) only) with the installation and configuration of the widget. In case of Customers that have purchased a package under an Instance Based Model, this service is limited to maximum 10 (ten) Main Domains per Customer.

***API documentation is only relevant for Instance Based Model of delivery.

Dedicated support and Installation assistance are included in the Business Support package or can be purchased separately as One-Off Products as described in Clym Product Packages and Fees.

Guaranteed Response Time

The priority level of the submitted ticket is used to determine the guaranteed response time.

PRIORITY 1: BUSINESS CRITICAL: Only available for production applications. Represents a complete loss of service or a significant feature that is completely unavailable, and no workaround exists. Does not include development issues or problems in the Customer’s / Partner’s staging environments.

PRIORITY 2: DEGRADED SERVICE: Includes intermittent issues and reduced quality of service. A workaround may be available. Does not include development issues or problems in the Customer’s / Partner’s staging environments.

PRIORITY 3: GENERAL ISSUE: Includes product questions, feature requests and development issues.

All customers may set the priority level of a ticket. However, Clym reserves the right to reclassify the priority level at any time if we reasonably believe the classification is incorrect. Reclassifications are almost exclusively used in situations where a ticket is submitted as Priority 1, but the situation contradicts the Priority 1 definition - usually a non-production setup issue, or how-to question. Clym team members may also increase the priority level if the situation is deemed to be more urgent than originally reported. If the priority level is not set by the customer, the ticket will default to Priority 3.

Guaranteed response time (first response) per Support Package is presented below:

	Standard	Business
Priority 1	Within 8 business hours	Within 2 business hours
Priority 2	-	Within 4 business hours
Priority 3	-	Within 8 business hours

General

This Support Services Terms Agreement (SSTA) is an addendum to the Terms of Service (“Agreement”) between Clym and the Customer, Partner or Referral. Customer/Partner/Referral enters into this SSTA on behalf of itself. In the event of any conflict between the provisions of this Agreement and the provisions of the Terms of Service, the provisions of the Terms of Service shall prevail.

Clym Software as a Service Platform

Last updated on: Jan 16, 2024

 

Clym’s Platform and the included functionalities are provided on a Software as a Service (SaaS) basis. As such you will need to obtain a license to use Clym’s Platform.

 

None of the services provided by Clym (collectively, Clym Services) are legal services; Clym specifically does not provide legal advice or services of any kind in any jurisdiction.

 

The following paragraphs describe how Clym’s platform addresses compliance requirements related to global data privacy and accessibility regulations.

 

How Clym addresses data privacy and accessibility requirements

Accessibility Essentials

Accessibility profiles

Clym offers predefined profiles to assist individuals with many common disabilities, making internet browsing more accessible. These profiles, including but not limited to those with vision impairments, dyslexia, and seizure disorders, automatically adapt the website interface to cater to specific disability needs. 

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you:

• Effortlessly customize the website interface to meet their specific disability-related requirements by selecting a specific profile
• Easily make further adjustments within the platform’s settings, facilitating a user-friendly and accessible browsing experience

Content adjustments

Legal requirement

The Americans with Disabilities Act (ADA) prohibits discrimination against people with disabilities by businesses “open to the public”, including but not limited to:

• Retail stores and other sales or retail establishments
• Banks
• Hotels, inns, and motels
• Hospitals and medical offices
• Restaurants and bars
• Auditoriums, theaters, and sports arenas

 

Title III of the ADA requires website features, such as an event registration form, restaurant menu or doctor’s office location, to be accessible to people with disabilities, even if the website has no e-commerce activity. The US Department of Justice and  various state attorneys general take legal action against non compliant website owners, and lawyers are prolific in suing website owners for alleged violations.

 

Further, the Web Content Accessibility Guidelines (WCAG) 2.1 include global requirements for content adjustments related to spacing, highlighting links and titles, hide animations and images, reflow text and text enlargement to ensure web content is accessible to a wider range of users, including those with visual impairments or reading difficulties.

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you:

• Empower users to customize content to their preferences, offering options to adjust font size, letter and line spacing, and content alignment, allowing for a personalized browsing experience
• Facilitate compliance by allowing  users to apply preconfigured settings for added convenience. These presets include dyslexia-friendly fonts, text magnification options, title and link highlighting, as well as image suppression and animation control on the website

Color adjustments

Legal requirement

WCAG includes requirements for color adjustments to ensure that web content is accessible to people with various types of color vision impairments, including but not limited to color blindness. The specific requirements related to color adjustments can be in the following success criteria: 

• Contrast Minimum / Enhanced
•  Non-text Contrast 
• Visual Presentation 
• Content on Hover or Focus

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you: 

• Empower visitors with the ability to individually customize website elements, including background colors, content, and headings
• By providing pre-configurations for different viewing preferences. These presets include black and white mode, high and low saturation options, as well as light, dark, and high-contrast views of the website

Navigation adjustments

Legal requirement

WCAG incorporates guidelines pertaining to a user's capacity to utilize a focus indicator during web page navigation. This may manifest as a reading mask or guide, facilitating individuals with cognitive disabilities or ADHD in browsing the webpage content more comfortably.

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you: 

• Provide users with the option to enable preconfigured Accessibility Profiles tailored for ADHD-Friendly or Cognitive Disability needs. These profiles trigger a set of content and display adjustments that have been specifically designed to enhance the browsing experience, making it more user-friendly
• Alternatively, users have the choice between two Navigation Adjustments: the Reading Mask or the Reading Guide. When using the Reading Mask, users can concentrate on one section of the webpage at a time. With the Reading Guide setting enabled, users can underline each section of text as they read it

Data Privacy

Cookie consent management

Legal requirement

Identifying information obtained using cookies and other tracking technologies is generally considered personal data under various data privacy regulations across the globe. Profiling in order to predict or analyze a natural person’s personal preferences, interest, location, etc. is also generally regulated under various data privacy laws. 

 

Website owners must document the processing of personal data performed by all tracking technologies they use in coordination with relevant data privacy regulation(s) This documentation must be clear and specific about the data that is collected, the purpose(s) of the processing, how the data is processed and who is the controller of the processing.

 

Data privacy regulations generally have an “opt-in” or “opt-out” provision. Opt-in jurisdictions require that you must obtain consent from an individual by way of a clear and affirmative act, while opt-out jurisdictions require that you provide a mechanism for an individual to revoke their consent. In either case, it  must be as easy for an individual to withdraw their consent as it is to give it. 

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you:

• Define data that is collected through tracking technologies and categorize it
• Define processing purposes, their legal bases and retention period
• Manage third-party processors
• Document processing activities conducted through tracking technologies
• Manage first-party and third-party cookies (in the form of third-party scripts or embedded content) that are used to collect personal data
• Collect users’ consents before loading any scripts that will set cookies and collects data about data subjects (e.g. website visitors)

Consent ledger

Legal requirement

Data controllers generally must be able to demonstrate with clear documentation that users have given consent.

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you:

• Record any consent given or withdrawn
• Generate a consent receipt that can be downloaded by the user  
• Generate an audit report with all consents received by a company

 

Data subjects’ requests management

Legal requirement

Various privacy regulations require data controllers to facilitate the exercise of data subject rights for individuals. The controller is responsible to provide information and take action on a request from the data subject without undue delay; each regulation has its own deadlines regarding how long data controllers have to respond after receipt of the request.

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you:

• Help users exercise their rights
• React to and manage data subject requests
• Document your process of managing data subject requests

Company data

Legal requirement

Where applicable the controller shall, at the time when personal data is obtained, provide the data subject with the following information: a. the identity and the contact details of the controller, and b. the contact details of the data protection officer.

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you: 

• Manage your company and data protection officer information and publish them on your site
• Manage Impressum pages

Policies, terms, procedures & agreements

Legal requirement

The controller shall communicate its processing activities to the data subject in a concise, transparent, intelligible and easily accessible form, using clear and plain language.

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you:

• Manage policies, terms, procedures and agreements in multiple jurisdictions
• Translate your legal document content into other languages so it can generally be presented in a website visitor’s native language

 

How Clym presents these options to End Users

Clym Widget

The Clym widget serves as a centralized hub that empowers users with multiple functionalities. It not only enables individuals to exercise their rights concerning personal data collection but also facilitates the seamless submission of data subject access requests, tailored to the specific regulations of the region they are visiting from. Additionally,  Clym’s widget offers the websites to be more transparent with their visitors by showcasing required legal documentations in one place.

 

In addition, Clym's widget provides an array of accessibility profiles and settings, allowing individuals with many disabilities to customize their browsing experience in accordance with their specific needs based on the WCAG requirements. This commitment to accessibility helps a wide range of users to access websites that align with their unique needs and preferences.

Compliance Center

Clym's Compliance Center has been designed to integrate under the website's domain, making it effortlessly accessible to visitors. It provides a user-friendly experience by offering a range of valuable functionalities, which empowers users to not only log in and review the status of their submitted data subject requests but also initiate new ones with ease. Additionally, the Compliance Center offers an intuitive, transparent overview of an organization’s legal documents. This user-centric approach facilitates a smooth and straightforward compliance process for both website owners and their visitors.

Content embeds

When a website uses third-party embedded content such as video or audio etc., the embedded scripts may collect personal information and profiling of the visitor. Many data privacy regulations require that this embedded content only be shown when the user provides consent to them after understanding its intended purpose.

 

To learn more about each specific regulation please visit this dedicated section on our website.

Clym can help you: 

• Create an overlay for embedded content, offering information about the third-party data collected from the user. The content will only be accessible once the user provides consent to accept cookies and tracking scripts for this content

Legal documents embeds

Many data privacy regulations require various legal documents to be available on each webpage that an end user has access to.

 

To learn more about each specific regulation please visit this dedicated section on our website.

 

Clym can help you:

• Embed legal documents seamlessly into any web page, including subdomains. This integration streamlines the updating process for users, as modifications made in one central location automatically sync all embedded documents, eliminating the need for individual updates
• Provide users consistent access to your most recently published documents 

General

This description of Clym Software as a Service Platform (CSaaSP) is an addendum to the Terms of Service (“Agreement”) between Clym and the Customer, Partner or Referral. Customer/Partner/Referral enters into this CSaaSP on behalf of itself. In the event of any conflict between the provisions of this Agreement and the provisions of the Terms of Service, the provisions of the Terms of Service shall prevail.

Service Level Agreement 

Last updated on: Jan 16, 2024

 

This Service Level Agreement sets forth the System Availability Service Level Agreement (“SLA”) for the production version of the applicable Clym Platforms. This Service Level Agreement for Clym Software as a Service Platform (CSaaSP ) shall only apply to Customers, Partners, and/or Referrals for which its inclusion is explicitly mentioned in an Order Form or a Referral or Partner Agreement. For the avoidance of any doubt, this Service Level Agreement shall not apply to any self-service packages (as defined into the Clym Product Packages and Fees) or to any other packages where the Customer, Partner, or Referral does not explicitly opt-in and Clym agrees to such option. Also, this Service Level Agreement will not apply to any Indirect Customers. All capitalized items in this SLA not defined below are defined in the Terms of Service available at clym.io.

Definitions 

“Downtime” means the Total Minutes in the Month during which the productive version of the applicable Clym Service is not available, except for Excluded Downtimes. 

“Month” means a calendar month. 

“Monthly Subscription Fees” means the monthly (or 1/12 of the annual fee) subscription fees paid for the Clym Service which did not meet the System Availability SLA. 

“Total Minutes in the Month” are measured at 24 hours per day, 7 days per week during a given Month. 

System Availability SLA and Credits 

Claim Process and Reports 

Clym shall at all times during the term of this SLA provide the Clym Services to meet or exceed the service level performance measure for each criterion, as described below. Clym acknowledges that any failure to meet a particular service level may have a material adverse impact on the business and operations of the Customer or Partner and that it shall entitle the Customer or Partner to the rights set out in this SLA below, including the right to a Service Credit. Other than the Customer’s or Partner’s termination rights as set forth in the Terms of Service, a Service Credit, as defined below,  shall be the Customer’s or Partner’s exclusive financial remedy for a failure to meet a service level. By using the Clym Services, if the Customer or Partner experiences a material adverse and/or financial impact above and beyond the Service Credit, the Customer or Partner explicitly agrees that it shall not be entitled to any financial or other remedy.

Customer may claim a Service Credit in the amount described in the table of Section “System Availability” below in case of Clym’s failure to meet the System Availability SLA, which Service Credit the Customer may apply to a future invoice relating to the Clym Service that did not meet the System Availability SLA.  

Claims under this Service Level Agreement for Clym Services must be made in good faith and by submitting a support case within thirty (30) business days after the end of the relevant Month in which Clym did not meet the System Availability SLA. Upon request, Clym will provide to customers a monthly report describing the System Availability percentage for the applicable Clym Service either (i) by email following a customer’s request to its assigned Clym account manager, (ii) through the Clym Service or (iii) through an online portal made available to customers, if and when such online portal is or becomes available.

System Availability 

Clym shall take all reasonable measures necessary to implement measurement, monitoring tools and procedures to measure, monitor and report on Clym’s performance of the provision of the Clym Services against the applicable service levels at a level of detail sufficient to verify compliance with the service levels.

The objectives of the service levels and Service Credits are to:

1. Ensure that the Clym Services are of a consistently high quality and meet the requirements of the Customer or Partner;
2. Provide a mechanism whereby the Customer or Partner can attain meaningful recognition of Clym’s failure to deliver the level of service for which it has contracted to deliver; and
3. Incentivize Clym to comply with and to expeditiously remedy any failure to comply with the service levels.

 

System Availability SLA	99.9% System Availability percentage during each Month for productive versions
Service Credit	2% of Monthly Subscription Fees for each 1% below System Availability SLA, not to exceed 100% of Monthly Subscription Fees
Excluded Downtime	Total Minutes in the Month attributable to: (i) a Scheduled Downtime for a Regular Maintenance Window (as defined below), or (ii) any Major Upgrade Window (as defined below) for which the customer has been notified at least five (5) business days prior to such Major Upgrade Window or (iii) unavailability caused by factors outside of Clym’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised.
Scheduled Downtime	Scheduled Downtime for the applicable Clym Services to which customer has subscribed is set forth in the section below entitled “Maintenance Windows for Clym Services”.

 

 

System Availability percentage is calculated as follows: 

System Availability Percentage = ((TMIM - ED - D) / (TMIM - ED))*100

Where: 

TMIM = Total minutes in a month

ED = Excluded downtime (see below)

D = Downtime

For example if TMIM = 44,640 min, ED = 120 min, and D = 24 min, then the System Availability Percentage = ((44,640-120-24) / (44,640-120))*100 = 99.946%

 

Maintenance Windows for Clym Services

Clym can use the following maintenance windows for Scheduled Downtimes as listed below. All time zones are listed as Eastern Standard Time (“EST”). Clym will provide Customers / Partners reasonable notice without undue delay of any major upgrades or emergency maintenance to the Clym Services. 

Regular Maintenance Windows for Clym Services

Clym weekly standard maintenance windows are scheduled weekdays from 12 – 4 AM EST. Maintenance windows are not to exceed 4 hours unless for major upgrades.

Major Upgrade Windows for Clym Services

For more extensive changes to the Clym Services such as changing product versions,  Clym will provide Customers and Partners with at least five (5) calendar days’ notice, unless that major upgrade will require more than 8 hours of downtime in which case the Company will provide a seven (7) calendar days’ notice. That portion of any major upgrade that exceeds eight (8) hours in any given month shall not be considered excluded downtime for purposes of System Availability calculations; hours in excess of eight (8) hours for major upgrades shall be included in Downtime for purposes of calculating the Service Availability Percentage. 

Response time

Clym will make best efforts to respond in the event of unexpected downtime, and expects to notify Customers and Partners within eight (8) hours of unexpected downtime.  

General

This Service Level Agreement (“SLA”) is an addendum to the Terms of Service (“Agreement”) between Clym and the Customer, Partner or Referral. Customer/Partner/Referral enters into this SLA on behalf of itself. In the event of any conflict between the provisions of this Agreement and the provisions of the Terms of Service, the provisions of the Terms of Service shall prevail.

Clym Product Packages and Fees

Last updated on: Jan 16, 2024

Clym Services and their usage

Using the Clym Services requires you to obtain a license . This document discusses how Clym Services are packaged into Clym Subscription Products (CSP) and their associated Fees. 

 

Clym can, at its sole discretion, offer installation and configuration periods, trial periods, promotional, volume based or other types of discounts, or waive the Fees completely. 

 

Clym can, at its sole discretion, update the Fees to reflect the changes in the cost of running our business, because we are changing or introducing new functionalities or services, or because we are reconfiguring our Clym Subscription Products in a way that affects our existing services covered by these Fees.

 

Any updates to the Fees for at that time your current subscription package will be notified 30 days prior to the change. For auto-renewed subscriptions, the change will apply with the proximate renewal after the 30-day notification period. We'll assume you're happy with the change unless you tell us that you want to close your account before the change is made or you cancel your subscription. In case of fixed term subscriptions, the change will only apply with the next fixed term subscription period (Renewal Term) unless you provide us with a written notice of termination at least thirty (30) days prior to the end of the Initial Term or any subsequent Renewal Term.

Delivery models

Clym Services are delivered under one of the following models:

• Domain Based Model (DBM). In this model, a Customer buys a Clym Subscription Product directly from us or through a Clym Partner that is valid for one domain (Main Domain) and unlimited subdomains. In this model, the Fees are set per Main Domain and can be either monthly or annual; generally the Fees are dictated by the maximum number of page views generated by the Main Domain and subdomains.    
• Instance Based Model (IBM). In this model, Clym will create a dedicated instance of Clym Software as a Service Platform and will assign that instance to a Customer or Partner. This allows Customers or Partners to add an unlimited number of Main Domains (and associated subdomains) as long as they generate less than the maximum number of pageviews allowed for that instance. In this model, the monthly Fees are set per instance.    

Clym Subscription Products

The Clym Subscription Products and associated Clym Services included in each package are presented in the table below.

	Start	Grow	Perform (2 - 3000)
General
Max. number of pageviews*	50K	1.5M	Up to 3B depending on the package
Delivery model	DBM	DBM	DBM or IBM
Minimum commitment**	-	-	12 months
Clym Software as a Service
Cookie consent management	✓	✓	✓
Consent ledger	✓	✓	✓
Data subjects’ requests management	✓	✓	✓
Company data	✓	✓	✓
Policies, terms, procedures & agreements	✓	✓	✓
Clym Widget	✓	✓	✓
Compliance Center	✓	✓	✓
Content embeds	✓	✓	✓
Legal documents embeds	✓	✓	✓
Accessibility profiles	✓	✓	✓
Content adjustments	✓	✓	✓
Color adjustments	✓	✓	✓
Navigation adjustments	✓	✓	✓
Clym Support Services
Support package	Standard	Standard	Business
Installation assistance	Optional	Optional	Included
Dedicated support	Optional	Optional	Included
Supplemental Agreements
Service Legal Agreement	-	-	Optional
Data Processing Agreement	-	-	Optional

*Clym will monitor the number of pageviews per domain and/or instance and notify the Customer / Partner if their domain(s) approach the limit allowed by the Clym Subscription Product associated with their domain(s) and/or instance. For Start, Growth and Scale Clym Subscription Products, Clym might, at its all discretion, suspend the appearance of the Clym Widget, Compliance center, Content embeds, and Legal documents embeds if the number of pageviews goes over the maximum set per at that time current Clym Subscription Product. To avoid Clym Service interruptions, Customers have the option to upgrade to a higher Clym Subscription Product, e.g. from Start to Growth. Customers can also downgrade to a lower Clym Subscription Product or cancel the subscription at any time, unless they have agreed to a specific contractual term. In case Customers change to a new Clym Subscription Product, they will continue to be billed for that plan until they either change it again or cancel it. For the Enterprise Clym Subscription Product, Clym will monitor the number of pageviews and work with the Customer / Partner to adjust the Order Form or Partner Agreement to reflect the actual number of pageviews, and/or set a reasonable maximum number of pageviews. 

**With Start, Growth and Scale, there’s no minimum commitment. As such, you can cancel at any time. In case you cancel: 

• Your subscription will not automatically renew at the end of the then-current subscription period.  
• You will have access to the Clym Services until the end of the then-current subscription period. As such, no refunds will be provided.

With the Enterprise package, there is a minimum contract period of 12 months that applies even in case of monthly subscriptions. You will generally not be able to cancel during the contract period as set in the Order Form or Partner Agreement. 

Enterprise options are presented in the table below.

Enterprise package	Max. number of pageviews (M = million)	Delivery model
Perform 2	Under 2M	Domain based
Perform 5	2M - 5M	Domain based
Perform 10	5M - 10M	Domain based
Perform 20	10M - 20M	Domain based
Perform 50	20M - 50M	Domain based
Perform 100	50M - 100M	Domain based
Perform 150	Under 150M	Instance based
Perform 500	150M - 500M	Instance based
Perform 1000	500M - 1000M	Instance based
Perform 1500	1000M - 1500M	Instance based
Perform 3000	1500M - 3000M	Instance based

Fees

The table below presents the current Fees for Clym Subscription Products and Clym Support Services. All prices are in US dollars and do not include tax, which may or may not be required depending on certain facts and circumstances. If required, taxes will be calculated based on your jurisdiction and these will be added on top to your monthly or annual subscription.

 

Clym Subscription Products	Start	Grow	Perform (2 - 3000)
Monthly subscription	$49	$149	Starting at $449*
Annual subscription	$490	$1,490	Starting at $4,490*

*The subscription price will be agreed through an Order Form or Partner Agreement depending on the delivery model, length of commitment, support level, and maximum number of pageviews.

 

Clym Support Services* (One-off Products)	Unit	Price
Installation assistance	Service	$349
Dedicated support hour	Hour	$150
Dedicated support - 5 hours	Pack	$675
Dedicated support - 10 hours	Pack	$1,200
Dedicated support - 20 hours	Pack	$2,100

*Once purchased, Clym Support Services can be delivered as long as the Customer has an active subscription, but no later than 365 days after the day of purchase. Any unused hours shall not be eligible for refund.

General

This Clym Product Packages and Fees (CPPF) is an addendum to the Terms of Service (“Agreement”) between Clym and the Customer, Partner or Referral. Customer/Partner/Referral  enters into this CPPF on behalf of itself. In the event of any conflict between the provisions of this Agreement and the provisions of the Terms of   Service, the provisions of the Terms of Service shall prevail.

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