These ClickTerm Terms of Use (the “Terms”) govern access to and use of the ClickTerm service (the “Service”).
Provider. The Service is provided by ClickTerm OÜ, registered in Estonia under registry code 17472803, Vesivärava tn 50-201, 10152 Tallinn, Estonia (“ClickTerm”, “we”, “us”, “our”).
B2B only. The Service is offered exclusively for business and professional use. You represent that you act in the course of a trade, business, craft, or profession and not as a consumer.
Organization and authority. You are the entity accepting these Terms (“Organization”, “you”, “your”). The person accepting these Terms confirms they have authority to bind the Organization.
Acceptance. You accept these Terms by clicking “I agree” (or similar), creating an account, and/or using the Service.
Electronic communications and signatures. To the maximum extent permitted by applicable law, you agree that:
(a) you and ClickTerm may transact electronically;
(b) your clickwrap acceptance, account creation, and other electronic actions can form a binding agreement; and
(c) ClickTerm’s electronic records (including acceptance logs and related metadata) may be used as evidence of acceptance.
Incorporated by reference (“ClickTerm Policies”). These Terms incorporate by reference the following documents, each as updated from time to time in accordance with the “Changes” section below: and together form the agreement for the Service between you and us (the “Agreement”)
(a) ClickTerm Data Processing Addendum (“DPA”):
https://static.clickterm.com/clickwrap/b5bae9b3-04a0-4ab4-8726-80ffb679dd57/latest
(b) Sub-Processors and Processors List (“Sub-Processor List”):
https://static.clickterm.com/clickwrap/9ca82158-c7a6-4e1d-b803-d5f27b5a8164/latest
(c) ClickTerm Service Level Agreement (“SLA”) (eligible paid plans only, as shown in pricing or an order form):
https://static.clickterm.com/clickwrap/53d7b364-f944-494b-bca5-924581e55014/latest
(d) ClickTerm Support Policy:
https://static.clickterm.com/clickwrap/1ff5eca4-eee0-4c03-8c8e-fa168422ef0b/latest
(e) any written order form or addendum signed by both parties,
(f) the pricing plan shown in the Service at the time of usage, and
(g) our published technical and customer documentation (“Documentation”);
Order of precedence. If there is a conflict, the following order applies:
1. Signed addendum / order form (if any)
2. DPA (only for data protection / processing terms)
3. These Terms
4. SLA, if applicable (only for availability and service-credit terms)
5. Pricing plan
6. Support Policy
7. Documentation
What ClickTerm does. ClickTerm is a clickwrap agreement management and evidence platform that enables Organizations to create and manage clickwrap templates and versions, present clickwraps to end users, record clickwrap events and audit trails, and generate downloadable acceptance artifacts (such as certificates) where supported by the Service and your pricing plan.
Key concepts (plain-language). In ClickTerm:
• “End Users” are your users/customers (or other recipients) who interact with clickwraps you present.
• A “Clickwrap Template” is a reusable agreement template.
• A “Clickwrap Version” is an immutable published snapshot of a template.
• A “Clickwrap Event” records an End User’s interaction (e.g., accept/decline/pending) with a specific Clickwrap Version.
• A “Certificate of Acceptance” is a downloadable artifact documenting an End User’s acceptance of a Clickwrap Version as generated by the Service where supported by your plan and configuration.
Updates. We may update the Service and Documentation from time to time, including for security, compliance, or product changes.
Beta and preview features. We may offer features identified as beta, preview, early access, or experimental (“Beta Features”). Beta Features are provided “as is,” may be changed or withdrawn at any time, and are excluded from any SLA, warranty, and indemnity unless we state otherwise in writing.
No legal advice; no enforceability guarantee. We do not provide legal advice. You are responsible for determining whether the Service, your clickwrap content, and your End User flows are appropriate for your jurisdictions and compliance requirements (including notices, disclosures, consent language, record retention, and evidentiary standards). We do not guarantee that any clickwrap, record, Clickwrap Event or Certificate of Acceptance will be legally enforceable in any particular scenario.
Account information. You must provide accurate and complete account information and keep it up to date.
Authorized Users. Your account may permit multiple users (“Authorized Users”). You are responsible for your Authorized Users’ access rights and all activity under your account.
Credentials and API keys. You must keep credentials (including API keys) confidential, use reasonable security practices, and promptly notify us if you suspect unauthorized access.
Compliance and permissions. You will use the Service in compliance with applicable law and obtain all necessary rights, permissions, and consents to present clickwraps to End Users and to submit data and content to the Service.
Your relationship with End Users. End Users are your users/customers (or other recipients) who interact with clickwraps you present. You are solely responsible for your clickwrap content, your agreements with End Users, and handling End User questions and disputes.
Restrictions. You will not (and will not permit any third party to):
• access or use the Service except as permitted by these Terms and Documentation;
• resell, sublicense, rent, or provide the Service to third parties as a standalone service (except presenting clickwraps to End Users as intended);
• reverse engineer or attempt to discover source code or underlying algorithms (except where prohibited by law);
• interfere with or disrupt the Service, bypass security controls, probe for vulnerabilities, or access non-public areas;
• transmit malware, exploit code, or unlawful content; or
• use the Service to violate others’ rights (including intellectual property or privacy rights).
Sensitive and regulated data. Unless we explicitly agree in writing, you will not submit:
• special category/sensitive Personal Data, or
• highly regulated data (e.g., payment card data subject to PCI DSS),
where doing so would impose obligations beyond those set out in these Terms.
Export controls and sanctions. You will not use the Service in violation of applicable export controls, trade sanctions, or embargo laws (including EU restrictive measures and applicable Estonian, UK, and US measures). You represent that neither you, your Authorized Users, nor your End Users are located in or organized under the laws of a comprehensively sanctioned or embargoed territory, or are designated on an applicable sanctions list, and that you will not use the Service for the benefit of any such territory, person, or entity. We may decline, suspend, or terminate access, in whole or in part, where reasonably necessary to comply with applicable sanctions or export-control laws, and the Service may be unavailable in certain jurisdictions.
Anti-corruption. You will not use the Service in a manner that violates applicable anti-corruption or anti-bribery laws.
Customer Data. “Customer Data” means data and content you or your Authorized Users or End Users submit to the Service or that the Service processes on your behalf, including clickwrap content, placeholders, Customer Personal Data (as defined in the DPA), and Clickwrap Eventsrelating to End Users.
Ownership and license. As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive right to host, process, transmit, and display Customer Data solely to:
• provide, maintain, and secure the Service;
• provide support and troubleshoot issues you report;
• prevent fraud and abuse; and
• comply with law.
Service improvement; de-identified/aggregated. We may use Customer Data to improve and analyze the Service only in aggregated and/or de-identified form, provided it does not identify you, End Users, or any individual.
Your promises. You represent and warrant you have all rights necessary to provide Customer Data and permit our processing under these Terms, and that your Customer Data and use of the Service do not violate applicable law or third-party rights.
Usage-based fees. You will pay fees based on your actual usage in accordance with the pricing plan displayed in the Service at the time of usage (including included usage, limits, and overage fees).
Billing and payment method. You authorize us to charge your payment method on file for all fees incurred. Unless otherwise stated in the Service, we bill monthly in arrears. If payment fails, we may retry charges, issue an invoice, and/or suspend access after reasonable notice.
Taxes. Fees exclude applicable taxes, duties, and governmental charges (except taxes on our net income). You are responsible for such charges unless you provide a valid exemption.
Pricing changes. We may update pricing with prior notice (e.g., in-product notice and/or email to the account owner). For material increases, we will provide at least 30 days’ prior notice. Updated pricing applies to usage occurring after the effective date stated in the notice.
DPA. If we process Customer Personal Data (as defined in the DPA) on your behalf as a processor, the DPA applies. Each party may also process the other party’s business contact data as an independent controller for contract administration, billing, and relationship management.
Security. We maintain appropriate technical and organizational measures designed to protect the confidentiality, integrity, and availability of the Service and Customer Data, consistent with industry practices and the DPA.
SLA (eligible paid pricing plans only). The SLA (if applicable to your plan) describes availability targets and service credits. Service credits are your sole and exclusive remedy for SLA failure, as described in the SLA.
Support. The Support Policy describes support channels, hours, and response targets (which are goals, not guarantees).
Security Overview and Privacy Notice (informational). The Security Overview and Privacy Notice are provided for transparency and procurement review and do not create contractual commitments unless expressly incorporated into a signed order form.
Our IP. We own the Service, Documentation, and all related intellectual property. We grant you a non-exclusive, non-transferable right to use the Service in accordance with these Terms during the term.
Reservation of rights. All rights not expressly granted in these Terms are reserved by us and our licensors.
SDK license. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to End Users as embedded in your applications) right to install and integrate our software development kits, libraries, widgets, and code snippets (“SDKs”) into your websites and applications, and to reproduce and distribute the SDKs solely as incorporated into those applications and solely to enable End Users to interact with clickwraps via the Service. End Users receive no rights in the SDKs other than to run them as part of your applications. You will not modify, decompile, or remove proprietary notices from the SDKs except as permitted by these Terms or applicable law.
Attribution. The Service may display ClickTerm branding or attribution (e.g., “Powered by ClickTerm”) in clickwraps and SDK output. You may not remove, obscure, or alter this attribution except where your plan expressly permits branding removal.
Open-source and third-party components. The Service and SDKs may include third-party or open-source components licensed under their own terms. Those terms govern the relevant components to the extent they conflict with these Terms.
Your marks. You grant us a limited, non-exclusive license to use and display your names, logos, and marks solely as needed to provide the Service (for example, to render them within clickwraps you configure).
Feedback. If you provide feedback, you grant us a perpetual, irrevocable right to use it without restriction or obligation. Feedback does not include Customer Data or Confidential Information.
Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential.
Protection and permitted disclosures. Each party will protect the other’s Confidential Information using reasonable care and may use it only to perform under these Terms. A party may disclose Confidential Information to its representatives with a need to know who are bound by confidentiality obligations.
Exclusions. Confidential Information does not include information that is public through no fault of the receiving party, was known without restriction before disclosure, is received from a third party without breach, or is independently developed.
Compelled disclosure. A party may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that, where legally permitted, it gives the other party prompt prior notice and reasonable cooperation (at the other party’s request and expense) to seek confidential treatment or a protective order, and discloses only the minimum required.
Disclosure for financing and corporate transactions. Each party may disclose the existence and terms of the Agreement, and the other party’s Confidential Information, to actual or prospective investors, lenders, acquirers, or successors, and their professional advisors, under confidentiality obligations no less protective than these Terms and limited to what is reasonably necessary for the transaction or related diligence. Customer Data and Customer Personal Data will be disclosed for such purposes only in aggregated or de-identified form.
Mutual authority. Each party represents it has authority to enter into these Terms.
Service warranty. We will operate the Service with reasonable care and skill and the Service will materially conform to the Documentation, subject to your correct configuration and compliant use and third-party dependencies outside our reasonable control.
Disclaimer. Except as expressly stated, the Service is provided “as is” and “as available” to the maximum extent permitted by law. We do not warrant uninterrupted or error-free operation, nor do we warrant legal enforceability of any Clickwrap Event, signature, or or Certificate of Acceptance.
We will defend and indemnify you from and against any third-party claim alleging that the Service, when used as permitted under these Terms, infringes or misappropriates that third party’s intellectual property rights, and we will pay damages finally awarded by a court (or agreed in a settlement approved by us) resulting from such claim.
This indemnity does not apply to claims arising from:
(a) Customer Data, your clickwrap content, or your agreements / End User flows;
(b) your combination of the Service with products, services, software, or systems not provided by ClickTerm, to the extent the claim would not have arisen but for such combination;
(c) your use of the Service in violation of these Terms; or
(d) your failure to use a modified or updated version of the Service made available by ClickTerm that would have avoided the claim.
Remedy. If the Service becomes the subject of an IP claim, we may, at our option:
(i) procure the right for you to continue using the Service;
(ii) modify or replace the affected portion to be non-infringing while maintaining materially equivalent functionality; or
(iii) terminate the affected Service and refund any unused fees (if any) for the terminated portion.
You will defend, indemnify, and hold harmless ClickTerm OÜ and its affiliates, officers, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
• your clickwrap content, agreements, instructions, or End User-facing flows (including allegations that your terms are unlawful, misleading, unenforceable, or fail to meet legal notice/consent requirements);
• your breach of these Terms or violation of applicable law; or
• allegations that Customer Data or your materials infringe or misappropriate third-party rights.
The indemnified party will promptly notify the indemnifying party of the claim and allow the indemnifying party to control the defense and settlement, provided no settlement admits fault or imposes obligations on the indemnified party without its prior written consent. The indemnified party will provide reasonable cooperation at the indemnifying party’s expense.
Nothing in these Terms limits liability that cannot be limited by law. In particular, neither party excludes liability for intent or gross negligence, and neither party excludes liability for death or personal injury caused by negligence.
To the maximum extent permitted by law, in cases of ordinary negligence, each party is liable only for breach of a material contractual obligation (an obligation whose performance is essential to achieve the purpose of the contract). In such cases, liability is limited to the typical, foreseeable damages.
To the maximum extent permitted by law, our total liability arising out of or relating to the Service will not exceed the greater of:
(a) the fees paid by you for the Service in the twelve (12) months preceding the event giving rise to the claim; and
(b) EUR 500.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, goodwill, or business interruption.
Where we are liable for loss of data, our liability is limited to the reasonable cost of restoring data from backups, and you remain responsible for maintaining appropriate backups and retention practices.
Exceptions to these limitations. The limitations in this section do not apply to your obligation to pay fees for the Service or to either party’s indemnification obligations under these Terms.
Term. These Terms start on acceptance and continue until terminated under this section.
Self-serve termination. You may terminate your account at any time by using the account cancellation/deletion functionality in the Service (or, if the Service is unavailable, by contacting support). Termination is effective when the cancellation/deletion is confirmed in the Service or by support.
Accrued charges. Termination does not relieve you of the obligation to pay fees for usage incurred up to the effective termination time, including any fees processed after termination for usage already incurred.
Export/retention. You are responsible for exporting any records you wish to retain prior to termination. Data deletion/return will be handled in accordance with the DPA (where applicable) and the Service’s documented retention behavior.
Termination for cause. Either party may terminate the Agreement upon written notice if the other party materially breaches and fails to cure within a reasonable period.
Suspension. We may suspend access immediately if we reasonably believe the Service is being used in violation of these Terms, suspension is required to prevent or address a security incident, payment is overdue after reasonable notice, or we are required to do so by law.
Assignment and successor entity. You may not assign the Agreement without our prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. We may assign the Agreement to an affiliate or successor in interest (including a successor entity created for the ClickTerm business) upon notice to you, provided your rights are not materially reduced. If an assignment by us would change the governing law or venue that applies to you, we will present the updated Terms for your acceptance in accordance with the “Material changes” section.
Subcontractors and affiliates. We may use affiliates and subcontractors to perform the Service or parts of it (including through entities or branches in other countries). We remain responsible for their performance under these Terms. Our use of sub-processors for Customer Personal Data is governed by the DPA.
Changes to these Terms and ClickTerm Policies. We may update these Terms by giving notice (e.g., email and/or in-product notice) and, where appropriate, presenting an updated clickwrap for acceptance in the ClickTerm Admin Console.
• Material changes. If we reasonably determine an update is material (for example: changes to fees, liability, usage restrictions, DPA terms, or Scope A sub-processor changes), we may require explicit clickwrap acceptance. If you do not accept a material update, you may terminate before its effective date. Additionally, we may terminate the Agreement if you decline a change to the Sub-Processor List.
• Non-material changes. For non-material updates, continued use after the effective date constitutes acceptance, to the maximum extent permitted by law.
Unless required sooner for security or legal compliance, updates take effect on the effective date stated in the notice.
Notices. Notices to you may be sent to the account owner email in ClickTerm. Notices to us must be sent to: [email protected] (or any updated legal notice address we publish). Support requests should be sent to support@clickterm.com.
Governing law and venue. These Terms are governed by the laws of Estonia, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). Exclusive venue are the public courts of Tallinn, Estonia, unless mandatory law requires otherwise.
Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of telecommunications or internet providers, and acts of government. The affected party will use reasonable efforts to mitigate and resume performance.
Survival. Provisions that by their nature should survive termination will survive, including those on intellectual property, confidentiality, fees accrued before termination, indemnities, disclaimers, limitation of liability, and governing law and venue.
Entire agreement; severability; waiver. These Terms are the entire agreement on their subject matter. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
This Appendix applies only to the extent and for so long as Customer Personal Data processed by ClickTerm on behalf of the Organization is subject to applicable US state privacy laws that require specific vendor terms (including, where applicable, the California Consumer Privacy Act, as amended by the CPRA) (“US State Privacy Laws”).
1. Roles. With respect to such Customer Personal Data, the parties intend that:
• the Organization is a “business” and/or “controller” (or equivalent); and
• ClickTerm is a “service provider” and/or “processor” (and/or “contractor,” if applicable) (or equivalent), processing Customer Personal Data on behalf of the Organization.
2. Permitted purpose. ClickTerm will process Customer Personal Data on behalf of the Organization only for the business purpose(s) of providing the Service as described in the Agreement, including: operating, maintaining, supporting, securing, and improving the Service in a manner consistent with these Terms (and, for improvement, only in aggregated/de-identified form as described in Section 5).
3. No “sale” or “sharing”. ClickTerm will not “sell” or “share” (as those terms are defined under US State Privacy Laws) Customer Personal Data processed on behalf of the Organization.
4. Retention, use, and disclosure limits. ClickTerm will not retain, use, or disclose such Customer Personal Data for any purpose other than the permitted purpose(s) described above, except as permitted by US State Privacy Laws.
5. Combining data. ClickTerm will not combine Customer Personal Data processed on behalf of the Organization with personal information received from (i) another customer, or (ii) ClickTerm’s own interactions as a controller, except as permitted by US State Privacy Laws (for example, to perform the Services, to help ensure security and integrity, to prevent fraud, or to comply with law).
6. Assistance. Taking into account the nature of the processing, ClickTerm will provide reasonable assistance as required by US State Privacy Laws to enable the Organization to respond to verified consumer requests and other compliance obligations in relation to Personal Data processed on behalf of the Organization, consistent with the support and assistance provisions in the DPA (where applicable).
7. Conflicts. If there is a conflict between this Appendix and the rest of the Agreement regarding US State Privacy Laws, this Appendix will control only to the extent necessary to comply with US State Privacy Laws.