Welcome to Clears.ai, a software-as-a-service (SaaS) solution for empowering R&D teams to streamline R&D planning, improves visibility, and boosts team alignment and efficiency (the “Platform” and/or the “Services”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING OR USING ANY PART OF THE PLATFORM. 

1. Background. 

The Platform is operated and owned by Clears.ai. (“Clears.ai”; “us”, “we” or “our”). We provide the Platform directly to companies to be used by agile development teams and to companies to integrate into their suite of development tools (collectively, “Customers”). Our Customers provide access to the Platform to their personnel who are authorized to use the Customer's use of the Platform (“Users” or “you”). 

BY SELECTING THE BOX “I AGREE”, OR OTHERWISE ACCESSING AND USING THE SERVICES DESCRIBED BELOW OFFERED BY CLEARS.AI, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE UNDERSTOOD AND AGREED TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE FOLLOWING PLATFORM USE TERMS AND CONDITIONS (the “Terms”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms, please do not use any part of the Platform. If you do not agree to comply with and be bound by these Terms or if you do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. 

2. Modification. 

We reserve the right, at our discretion, to change these Terms at any time, and your continued use of the Platform thereafter means that you accept those changes. 

3. Ability to Accept Terms. 

The Platform is designed and intended for use by Users who are of legal capacity to create a binding legal agreement and who are not barred from receiving services under the laws of their jurisdiction (“Legal Capacity”). Accordingly, if you are not of Legal Capacity, you are not allowed to use the Platform without your parent or legal guardian. Be aware that we are not and shall not be held liable for any breach of this requirement. 

4. Platform License. 

Subject to the terms and conditions of these Terms, we hereby grant Customer, and on its behalf, you, as a User, a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to access and use the Platform on your personal computer, mobile telephone or any other electronic device (“Device”) that you own or control. 

5. License Restrictions. 

You shall not: (i) copy, distribute or modify any part of the Platform without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose the Platform and\or Content (as defined below), except as expressly authorized herein; (iii) make the Platform available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iv) disrupt servers or networks connected to the Platform; (v) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Platform; (vi) use any communications systems provided by the Platform to send unauthorized or unsolicited commercial communications; (vii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Platform; (viii) remove, alter or obscure any copyright, trademark, or other Clears.ai proprietary notices from the Platform; (ix) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Platform; (x) use the Clears.ai name, logo or trademarks without our prior written consent; (xi) use the Platform to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms and/or (xii) use the Platform for purposes of monitoring the availability, performance or functionality of the Platform or for any other benchmarking or competitive purposes. 

6. Operating Instructions. 

Please carefully read the operating instructions which appear in the Platform. If you are a User, please make sure you carefully review and understand these instructions. If you are a Customer, you are required to make sure that your applicable Users understand and comply with our operating instructions before enabling use of the Platform by any of your Users. 

7. General instructions
   
   1. Uploading User content. You may be required by the Customer you are affiliated with to upload certain financial or identification information to the Platform in order for the Customer to be able to provide you its services. You shall only upload to the Platform information that was required by the Customer and as instructed by the Customer. You shall not upload excessive information and you shall not upload any personal, proprietary or confidential information about any third party without authorization of such third party. You shall be fully liable to us for any damages arising from your violation of any party's privacy and data protection rights. The Customer and the Users are fully responsible for the accuracy and completeness of the User information uploaded to the Platform. Clears.ai may rely on all information uploaded, inserted or modified and does not guarantee and shall not be liable for any inaccurate, incomplete or obsolete information provided by the Customer or User or for the results of any such information. 
   2. Use of Third Party Services and Software. The Platform may make use of or make available third party software or services, such as for payments, for preparation of tax statements and other applications and services. Such third party’s software or services is provided “as is” without any warranty of any kind, and subject to the terms of use attached to such third party software or services. The type of information provided or requested, as well as the manner in which the third-party services uses, stores, and discloses information, is governed solely by the terms and conditions and policies of the third party providing such services, to which the Customer or User may need to agree to in order to access such third party services, and Clears.ai shall have no liability or responsibility for the third party software or services, including their policies, practices, actions, or omissions. If User uses such third party software or services, such use is and shall be at all times at User’s sole and exclusive discretion and responsibility. The third party software or services may be replaced, disabled, or re-enabled at any time and in our sole decision and discretion. User agrees to (and hereby does) defend, indemnify and hold us harmless, and expressly releases us, from any and all responsibility or liability arising from the third party software or services. Clears.ai shall not be liable for the actions or omissions of such third-party services.
   3. Use of Artificial Intelligence (“AI”) Tools. Clears.ai, uses certain third party AI tools made available through AWS Bedrock to take data you have provided to vendors with which the Platform is integrated, such as Jira (https://www.atlassian.com/software/jira) to [describe what the tools do]. The data consists of [name, description of issue]. [The third party AI tools process data in accordance with their terms of use (see [insert exact links of Claude 3.5 Sonnet v. 2 and Titan Text Embeddings v.2] [we need to review these] shall not without the Customer’s approval: (A) engage in any use of AI, including the generation of non-authentic, invented or automatically generated data that are not event generated in the real world (“Synthetic Data”) or otherwise in connection to this Agreement; (B) include any Customer or User data, in any AI-related designs, databases, or models; or (C) use any customer or user data to train, or otherwise enhance the capabilities of, any AI (including AI designs, models, or tools) or in the development or enhancement of any AI (including AI designs, models, or tools). In the event that Customer or User approves use of AI tools, you understand and accept that these may provide access to certain unpaid, trial, or beta features of the Platform to evaluate and experience the platform’s capabilities. Subject to the above, the unpaid, trial, or beta features are provided “as-is” and “as-available” without any warranties, express or implied. These features may have limited functionality, may not be fully secure or reliable, and may not have complete support. Clears.ai is not obligated to provide support, maintenance, or updates for any unpaid, trial, or beta features. Clears.ai reserves the right to modify or discontinue any unpaid, trial, or beta features at any time, with or without notice, and without liability to you. 
   4. General Cautions. While using the Platform please make sure to follow these basic guidelines: only use the Platform according to these Terms or as instructed by the Customer. Clears.ai shall not be liable for any action or inaction of the Customer or User when using the Platform.
8. Account. 
   
   1. You are required to create an account (“Account”) in order to use the Services. You agree not to create an Account for anyone else except for Users and to only create Accounts as instructed; and not to use any User's Account without the explicit permission of the Customer.
   2. If you wish to delete your Account you may send an email request to us at Hello@clears.ai.
9. Feedback. 

You may provide Clears.ai with feedback regarding the Platform (“Feedback”). Clears.ai shall receive full ownership of all such Feedback, which you hereby irrevocably and unconditionally transfer and assigns to Clears.ai without consideration, all intellectual property rights in such Feedback and waive any and all moral rights that you may have in respect thereto. We shall be free to use or incorporate into the Platform any such Feedback. Such Feedback shall be considered Clears.ai Confidential Information. Clears.ai may freely use, disclose, reproduce, license, distribute, commercialize and create derivative works of the Feedback in any Clears.ai products, technology, services, specification or other documentation and you are not entitled to any benefit or rights from such use, including royalties, attribution, etc. 

10. Suspension or Termination of your Account
    
    1. Suspension due to non-payment by the Customer. The Customer you are affiliated with is responsible to pay the applicable fees for our Services according to the commercial agreement between us and the Customer, in order for you to have access to the Platform. Please be aware that any failure of the Customer you are affiliated with to pay applicable charges to us may result in your access to the Platform being suspended or terminated. Clears.ai shall not be liable to you in any way for the Customer's failure to provide you with the Platform or for any loss of your data. 
    2. Suspension or deletion due to Customer's instructions. Customer may select to suspend or close your Account due to any violation of any agreement you have with the Customer or any improper or illegal activity or for any other reason at Customer's discretion. Clears.ai shall not be liable to you in any way for the Customer's decision to suspend or close your Account to the Platform.
    3. Closing your Account. If you wish to cancel your Account, you must contact your Customer. We are not authorized to de-activate your Account without the permission of the Customer except subject to a court order or an instruction of a competent authority. 
11. Updates and Upgrades; Support 
    
    1. We may from time to time provide updates or upgrades to the Platform (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Platform. All references herein to the Platform shall include Revisions. These Terms shall govern any Revisions that replace or supplement the original Platform, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
    2. During the term of these Terms, we shall make reasonable efforts to provide you assistance via telephone, chatbot or email to answer any questions or concerns relating to the Platform. Additionally, if we determine that in order to provide you such support it must do so by accessing the Platform remotely, you hereby provide your consent and grant us the right to access the Platform remotely, including any associated computer equipment on which the Platform is installed. Notwithstanding the foregoing, we shall not be responsible for providing support, maintenance or field service for the Platform.
12. Intellectual Property Rights 
    
    1. Content and Marks. The (i) content on the Platform, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and the Services (collectively, the “Content”), and (ii) trademarks, service marks and logos contained therein (“Marks”), are the property of Clears.ai and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Clears.ai”, the Clears.ai logo, and other marks are Marks of Clears.ai or its affiliates. All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Platform and the Content. 
    2. Use of Content. Content on the Platform is provided to you for your personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. 
    3. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the data that you upload, insert or modify or other Content available on the Platform is accurate, complete, reliable, current or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
    4. Customer Data Ownership. Customer and its Users determine in their sole discretion the data submitted, inserted or modified or uploaded to the Services (“Customer Data”). As between the parties, Customer is, and shall be, the sole and exclusive owner of all data and information inputted or uploaded to the Platform by or on behalf of Customer by a User or otherwise integrated with the Platform via an API, or data belonging to Customer's applications within the environment in which the Platform is made available. Clears.ai makes no representation regarding Customer Data, including its accuracy, copyright compliance, legality or decency and Customer is solely responsible for the legality, accuracy and quality of Customer Data, such as for ensuring that Customer’s use of the Services to collect, process, store and transmit Customer Data is compliant with all applicable laws, as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its personnel. We explicitly disclaims any responsibility for Customer Data. Customer represents and warrants that it and its Users have all necessary rights, legal bases, consents or permissions to upload any Customer Data in accordance with this Agreement. Customer will retain all Intellectual Property Rights in any Customer Data. Clears.ai is entitled to create and use without limitation aggregated, statistical information derived from the Users' data and which does not identify the User.
13. Disclosure. 

We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations of them; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Clears.ai, its users or the public. 

14. Privacy.

Clears.ai’s privacy policy, available here [link to] sets forth how we collect, store and use personal information through the Platform. 

15. Warranty Disclaimers 
    
    1. This Section applies whether or not the services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply. 
    2. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DOES NOT GUARANTEE THAT THE PLATFORM WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PLATFORM MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PLATFORM BY A THIRD PARTY.
    3. EXCEPT AS EXPRESSLY STATED IN OUR DPA, WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE PLATFORM.
16. Limitation of Liability 
    
    1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
    2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CLEARS.AI TO CUSTOMER FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY THE CUSTOMER TO CLEARS.AI FOR USING THE PLATFORM DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CLEARS.AI TO ANY USER FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM EXCEED THE TOTAL AMOUNT OF $100.  
17. Indemnity. 

You agree to defend, indemnify and hold harmless Clears.ai and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; or (ii) your violation of these Terms.

18. Term and Termination. 

These Terms are effective until terminated by Clears.ai or you. Clears.ai, in its sole discretion, has the right to terminate these Terms and your access to the Platform, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Clears.ai shall not be liable to you or any third party for termination of the Platform, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform. Upon termination of these Terms, you shall cease all use of the Platform. This Section 17 and Sections ‎15.21 (Intellectual Property Rights), 13 (Privacy), 14 (Warranty Disclaimers), ‎1515 (Limitation of Liability), 16 (Indemnity), ‎1818 (Assignment) and 19 (General) shall survive termination of these Terms.

19. Assignment. 

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction or notification to you. 

20. General. 

Clears.ai reserves the right to discontinue or modify any aspect of the Platform at any time. These Terms and the relationship between you and Clears.ai shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel-Aviv, Israel and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that we may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Clears.ai concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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