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 and payment

Paid plans, taxes, invoicing, and payment methods are described at checkout or in an order form. Unless stated otherwise, fees are non-refundable except as required by law or expressly agreed. Late payment may result in suspension. If you use a free trial, we may convert your account to a paid plan according to the terms presented at signup unless you cancel in time.

8. 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.

9. 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).

10. 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.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (IF YOU HAVE NOT PAID FEES). THESE LIMITS DO NOT APPLY WHERE PROHIBITED BY LAW.

12. 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.

13. 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. 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.

14. 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.

15. 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.