These Terms of Service ("Terms") govern your access to and use of the Clenta platform, including the Iris AI agent and associated tools (collectively, the "Services"), provided by Clenta, Inc., a Delaware corporation ("Clenta," "we," "our," or "us").
By creating an account, accepting these Terms via the account creation flow, or using the Services, you ("Customer") agree to be bound by these Terms on behalf of the entity you represent. If you are accepting on behalf of a company, you represent that you have authority to bind that entity.
These Terms incorporate the Clenta Data Processing Agreement (DPA), available at clenta.ai/legal/dpa, which governs the processing of personal data submitted through the Services.
1.1 "Customer Data" means all data submitted to the Services by Customer or its users, including client interaction logs, contact information, relationship notes, and associated metadata.
1.2 "Documentation" means Clenta's published user guides, help articles, and technical specifications for the Services.
1.3 "Order Form" means any written order, signup confirmation, or online subscription enrollment that references these Terms and specifies the applicable subscription plan and fees.
1.4 "Subscription Plan" means the tier of service selected by Customer (e.g., Starter, Team, Pro, Enterprise) as set out in the Order Form or account settings.
1.5 "Users" means Customer's employees, contractors, or agents authorized by Customer to access the Services.
1.6 "Iris" means Clenta's AI-powered clienteling agent made available through the Services.
1.7 "ToS Version" means the version identifier for these Terms recorded at the time Customer accepts them. Clenta tracks the version accepted by each Customer account.
2.1 License. Subject to Customer's compliance with these Terms and payment of applicable fees, Clenta grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations.
2.2 User accounts. Customer is responsible for all activity under Customer's account and for ensuring that Users comply with these Terms. Customer shall promptly notify Clenta of any unauthorized access or suspected security breach.
2.3 Access method. The Services are provided via mobile application or Slack integration as specified in Customer's Subscription Plan. Access methods may vary by plan.
2.4 Multi-location accounts. A single Customer entity may have multiple Clenta organization instances ("locations"). The DPA covers all locations under the same Customer entity. Each location may be provisioned separately; fees for additional locations are set out in the Order Form or Subscription Plan.
2.5 Beta features. Clenta may make certain features available in beta. Beta features are provided "as is" without warranty, may be discontinued, and are not subject to any uptime commitments.
3.1 Permitted use. Customer may use the Services only for lawful business purposes consistent with the Documentation and these Terms.
3.2 Prohibited activities. Customer shall not, and shall ensure its Users do not:
3.3 Compliance with law. Customer is responsible for its own compliance with all laws applicable to Customer's use of the Services, including privacy laws governing the collection and processing of end-client data by Customer.
4.1 Subscription fees. Customer shall pay the fees set out in the Order Form or as displayed at the time of subscription enrollment, in accordance with the applicable Subscription Plan.
4.2 Billing cycle. Fees are billed monthly or annually in advance, unless otherwise specified in the Order Form. Annual subscriptions receive a 10% discount applied to the monthly rate.
4.3 Payment method. Fees are payable via Stripe or other payment method designated by Clenta. Payment obligations are non-cancelable and fees paid are non-refundable except as set forth in Section 7 (Termination) or as required by law.
4.4 Late payment. Unpaid amounts past 30 days of the due date may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and Clenta may suspend access to the Services after providing 10 days' written notice.
4.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, levies, duties, or similar charges (excluding taxes based on Clenta's income).
4.6 Price changes. Clenta may change subscription fees for future billing periods upon 60 days' advance notice. If Customer objects to a price change, Customer may terminate the Agreement effective at the end of the then-current billing period.
4.7 Beta and founding pricing. If Customer is on a beta or founding pricing arrangement (as described in the applicable Order Form), the terms of that arrangement govern.
5.1 Clenta's IP. As between the parties, Clenta owns all right, title, and interest in and to the Services, including all software, AI models, algorithms, user interfaces, documentation, and associated intellectual property. These Terms do not transfer any ownership of Clenta's IP to Customer. The license in Section 2.1 is the full extent of Customer's rights in the Services.
5.2 Customer Data ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Clenta a limited, non-exclusive, worldwide license to process Customer Data solely to provide the Services, as further described in the DPA.
5.3 Feedback. If Customer provides Clenta with feedback, suggestions, or ideas about the Services ("Feedback"), Customer grants Clenta a perpetual, royalty-free, worldwide license to use such Feedback to improve the Services without restriction. Feedback does not include Customer Data.
5.4 Iris identity. "Iris," the AI agent persona and name, is Clenta's intellectual property. Enterprise customers who purchase white-label rights may configure a custom agent name under a separate Enterprise agreement.
6.1 "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer's Confidential Information.
6.2 Obligations. Each party shall:
6.3 Exceptions. Confidentiality obligations do not apply to information that is: (a) publicly known without breach by the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law or court order (in which case the receiving party shall provide prompt notice to the extent permitted by law).
7.1 Term. These Terms commence on the date Customer first creates an account or accepts these Terms and continue until terminated as set forth herein ("Subscription Term").
7.2 Termination by Customer. Customer may terminate the Agreement at the end of any paid billing period by canceling through the account settings or by providing written notice to support@clenta.ai. No partial-period refunds are provided except as required by law.
7.3 Termination by Clenta for cause. Clenta may terminate the Agreement immediately if:
7.4 Termination by Clenta without cause. Clenta may terminate the Agreement on 90 days' written notice. In this case, Clenta shall refund any prepaid fees for the terminated portion of the Subscription Term.
7.5 Effect of termination. Upon termination:
8.1 Mutual representations. Each party represents that: (a) it has full authority to enter into these Terms; and (b) entering into these Terms does not violate any agreement to which it is a party.
8.2 Clenta's service warranty. Clenta warrants that the Services will perform materially in accordance with the Documentation under normal use. Clenta does not warrant that the Services will be error-free or uninterrupted.
8.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLENTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLENTA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY AI-GENERATED OUTPUT FROM IRIS.
8.4 AI-generated content. Customer acknowledges that:
9.1 Exclusion of consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate liability cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, FROM ANY CAUSE OF ACTION AND REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CLENTA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Exceptions to the cap. The limitations in Sections 9.1 and 9.2 shall not apply to:
9.4 Essential basis. The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between them.
10.1 Clenta indemnification. Clenta shall defend and indemnify Customer against third-party claims that the Services, as provided by Clenta and used in accordance with these Terms, infringe any U.S. patent, copyright, trademark, or trade secret, subject to the aggregate cap in Section 9.2.
10.2 Customer indemnification. Customer shall defend and indemnify Clenta against third-party claims arising from:
10.3 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim that imposes obligations on the indemnified party without prior written consent.
Clenta may suspend or terminate access immediately (without the notice period in Section 7.3) for violations of Section 3 that pose an immediate security risk or legal liability to Clenta or third parties.
12.1 Governing law. These Terms shall be governed by the laws of the State of Delaware, without regard to its conflicts of law provisions.
12.2 Dispute resolution. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), with the arbitration conducted in Delaware. Each party agrees to bring claims only in its individual capacity and not as a plaintiff or class member in any purported class or representative action. Nothing in this Section prevents either party from seeking emergency injunctive relief in a court of competent jurisdiction. Small claims court is available for disputes within its jurisdictional limits.
12.3 Notices. Legal notices shall be sent to: Clenta — legal@clenta.ai and [REGISTERED ADDRESS PENDING C CORP COMPLETION]; Customer — the email and address on file in the account.
12.4 Entire agreement. These Terms (including the DPA, Order Forms, and any other documents incorporated by reference) constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.
12.5 Amendments. Clenta may modify these Terms from time to time. Clenta shall provide 30 days' advance notice for material changes. Continued use of the Services after the effective date constitutes acceptance of the modified Terms. Clenta tracks the version accepted by each Customer account.
12.6 Severability. If any provision is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.
12.7 Waiver. Failure to enforce any provision is not a waiver of that provision or any future breach.
12.8 Assignment. Customer may not assign these Terms without Clenta's prior written consent. Clenta may assign these Terms in connection with a merger, acquisition, or sale of substantially all of Clenta's assets.
12.9 Force majeure. Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate.
12.10 No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.
12.11 Export compliance. Customer shall comply with all applicable export control laws. Customer represents that it is not on any U.S. government prohibited party list.
12.12 Relationship of parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
Enterprise customers (20+ users, white-label, SSO, SLA) will have a separate Enterprise Agreement that supersedes or supplements these Terms.
13.1 White-label. Enterprise customers may configure a custom agent name, colors, and domain under a separately executed Enterprise Agreement. White-label rights do not include resale rights.
13.2 SLA. Uptime commitments, if any, are specified in the applicable Enterprise Agreement. These base Terms do not include any SLA.
13.3 SSO. SAML-based single sign-on (SSO) is available to Enterprise customers under a separately executed Enterprise Agreement.
Current pricing is published at clenta.ai/#pricing. The following plans are available as of the date of these Terms. Clenta may update pricing in accordance with Section 4.6.
| Plan | Users per location | Monthly | Annual (10% off) |
|---|---|---|---|
| Starter | Up to 5 | $299/mo | $269/mo |
| Team | Up to 10 | $599/mo | $539/mo |
| Pro | Up to 20 | $1,499/mo | $1,349/mo |
| Enterprise | 20+ (per location) | $2,500/mo base + $100/user above 20 | Annual contract (rate negotiated) |
| A la carte user | Up to 3 add-ons per tier | $89/user/mo | — |