Terms of Use

These Terms of Use ("Terms") govern access to and use of PayClarity websites, applications, and related services (the "Services") provided by the PayClarity operator ("we," "us," or "our"). By creating an account, clicking to accept, or using the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent.

1. Eligibility and authority

You must be at least the age of majority in your jurisdiction and have the legal capacity to enter into these Terms. If you use the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" includes that entity.

2. The Services

PayClarity helps teams model commission rules, sync data from HubSpot (and other integrations we may offer), calculate commission lines, and support review and payout workflows. Features may vary by plan. We may modify, suspend, or discontinue parts of the Services with reasonable notice where practicable, or immediately where required for security or legal reasons.

3. Accounts and access

You are responsible for maintaining the confidentiality of your credentials and for activity under your account. Notify us promptly of unauthorized use. Workspace administrators may invite users, assign roles, and configure integrations; their actions may affect your data and billing.

4. HubSpot and third-party services

The Services may interoperate with HubSpot and other third-party platforms. Your use of HubSpot remains subject to HubSpot's terms and your subscription with them. You grant us permission to access and process data from integrations you enable, solely to provide the Services. We are not responsible for third-party services' availability, accuracy, or compliance.

5. Customer data

As between you and us, you retain rights to data you submit or generate in the Services ("Customer Data"). You grant us a worldwide license to host, process, transmit, and display Customer Data only to provide, secure, and improve the Services and as described in our Privacy Policy. You represent that you have all rights and consents needed to provide Customer Data and to grant this license.

6. Acceptable use

You agree not to:

• Violate law or third-party rights;
• Probe, scan, or test the vulnerability of the Services without authorization;
• Interfere with or disrupt the Services or other users;
• Use the Services to distribute malware, spam, or misleading content;
• Attempt to access data or accounts you are not authorized to access;
• Reverse engineer the Services except where applicable law permits;
• Use the Services to build a competing product using our proprietary materials without consent.

We may suspend or terminate access for violations.

7. Fees, billing, and payment

7.1 Plans and pricing. PayClarity offers a free tier and paid subscription plans. Pricing, feature limits, and billing frequency (monthly or annual) are displayed on the billing page or in an order form. All fees are stated in U.S. dollars unless otherwise indicated.

7.2 Free trial. New workspaces receive a 14-day free trial of the Unlimited plan. At the end of the trial period, your workspace will require a valid payment method and an active subscription to continue using the service. If no subscription is activated, access to the dashboard will be suspended until you subscribe.

7.3 Billing and auto-renewal. Paid subscriptions are billed in advance on a recurring basis (monthly or annually) depending on the billing cycle you select. Subscriptions automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date. We may change pricing with at least thirty (30) days' prior written notice; continued use after the effective date constitutes acceptance.

7.4 Payment method. You must provide a valid payment method (credit card or other method we accept). You authorize us (and our payment processor, Stripe) to charge your payment method for all applicable fees. You are responsible for keeping payment information current. If a charge fails, we may retry and/or suspend access until payment is received.

7.5 Taxes. Fees are exclusive of all taxes, levies, and duties. You are responsible for applicable sales, use, VAT, GST, or withholding taxes, except for taxes based on our net income.

7.6 Late payment. Unpaid invoices that are more than fifteen (15) days past due may result in suspension of your access to paid features until the outstanding balance is settled. We reserve the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

8. Refunds and cancellation

8.1 Cancellation. You may cancel your subscription at any time from the billing page in your workspace settings. When you cancel, your workspace access is suspended immediately. We automatically initiate a prorated refund of the unused portion of your current billing period to your original payment method when a qualifying charge exists. Refunds typically post within five to ten (5–10) business days depending on your bank or card issuer. Cancellations completed only through a third-party billing portal (for example, Stripe Customer Portal) may follow different rules shown in that flow.

8.2 Prorated refunds and limits. The prorated amount is based on the time remaining in your current subscription period compared to the amount you paid for that period (including tax where invoiced). Very small balances may be below the minimum amount our payment processor can refund; in that case no refund is issued. If a refund cannot be completed automatically, contact support and we will help manually where appropriate. Except as stated in this section or as required by law, other fees remain non-refundable.

8.3 Refund for annual plans. Self-serve cancellation on the billing page applies the same prorated refund approach in Section 8.1 to annual subscriptions. If you need an adjustment outside that flow, contact our support team within fourteen (14) days of renewal and we will review your request.

8.4 Service credits. If the Services experience material downtime (defined as unavailability exceeding 0.1% of the monthly billing period), you may request a service credit. Credits are applied to future invoices and do not exceed the fees for the affected month. Credits must be requested within thirty (30) days of the incident.

8.5 Refunds required by law. Nothing in this section limits refund rights that cannot be waived under applicable consumer protection laws in your jurisdiction.

8.6 Disputes. If you believe a charge is incorrect, contact us within sixty (60) days of the charge. We will investigate and, if warranted, issue a correction or credit.

9. Intellectual property

We and our licensors own the Services, software, documentation, and branding, including updates and improvements. Except for the limited rights expressly granted in these Terms, no rights are transferred to you. Feedback you provide may be used by us without obligation to you.

10. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The recipient will use reasonable care to protect Confidential Information and use it only for the purposes of these Terms, subject to standard exceptions (for example, information that is public or independently developed).

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PAYCLARITY DOES NOT PROVIDE TAX, LEGAL, OR PAYROLL ADVICE; YOU ARE RESPONSIBLE FOR THE ACCURACY OF RULES, TAX TREATMENT, AND PAYOUTS.

12. Limitation of liability

12.1 Exclusion of consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate liability cap. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY ORDER FORM — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY — WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES TO US DURING THAT PERIOD, OUR LIABILITY WILL NOT EXCEED ZERO U.S. DOLLARS ($0.00).

12.3 Basis of the bargain. THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

12.4 Exceptions. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

13. Indemnity

You will defend and indemnify us and our affiliates, officers, and employees against third-party claims, damages, and costs (including reasonable attorneys' fees) arising from Customer Data, your use of the Services in breach of these Terms, or your violation of law or third-party rights, except to the extent caused by our willful misconduct.

14. Term and termination

These Terms continue until terminated. You may stop using the Services and, where applicable, cancel your subscription according to the cancellation process we provide (see Section 8). We may suspend or terminate access for breach, non-payment, risk to the Services, or legal requirements. Upon termination, your right to access the Services ends; we may delete Customer Data after a reasonable retention period as described in our Privacy Policy, subject to law.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, excluding conflict-of-law rules, unless mandatory consumer protections in your jurisdiction require otherwise. Courts in Delaware (or another forum you and we specify in an enterprise agreement) have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction. You waive any right to participate in a class action where enforceable.

Note: Replace governing law and venue with counsel-approved choices for your company and customers.

16. General

These Terms, together with our Privacy Policy and Cookie Policy and any order form, constitute the entire agreement regarding the Services and supersede prior discussions. If a provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. We may assign these Terms in connection with a merger or sale; you may not assign without our consent. Notices may be sent to the email on your account or posted in-product.