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Terms of service Last Updated: November 1, 2026. For prior versions, click here. This Clay Services Agreement (“Agreement”) is between Clay Labs, Inc. (“Clay”) and the business or other legal entity that accepts this Agreement or uses the Services (“Customer”), and are effective as of the date Customer first accepts this Agreement (“Effective Date”). This Agreement allows Customer to purchase access to certain of Clay’s Services as specified under one or more Orders. Capitalized terms have the meanings set forth in-line or in Section 11 (Definitions). Acceptance. Customer accepts this Agreement by clicking a button or checking a box indicating acceptance, by placing an Order, or by accessing or using the Services (including a Free Plan or trial). The individual accepting this Agreement represents that they are at least eighteen (18) years old and have authority to bind Customer. If the individual does not have that authority, or does not agree to this Agreement, they may not accept this Agreement or use the Services. If an individual accepts this Agreement without identifying a business or other legal entity, that individual is the Customer. Signed Agreements. If Customer has entered into a separate written agreement with Clay covering the Services that is signed by both parties (such as a Clay Cloud Services Agreement), that signed agreement governs Customer’s use of those Services instead of this Agreement. The parties agree as follows: CLAY SERVICES. Overview. Clay offers cloud-based data orchestration Services, including a platform and data marketplace allowing Clay customers to analyze, enrich, visualize, and act on business contact and firmographic data. Customers may add data to their Clay Workspace by enabling connections to Third-Party Platforms (like connecting their CRM), uploading their own data (e.g., as a CSV), or importing data from the Clay data marketplace, as more fully described in this Agreement and the Documentation. Provision of Services. During a Subscription Term (and, for a Free Plan, for as long as Clay makes the Free Plan available to Customer), Customer and its Users may access and use the Services for Customer’s internal business purposes in accordance with any limitations in an Order, Customer’s Plan, this Agreement, and the Documentation (“Permitted Use”). This includes the right to copy and use Clay Software and the Documentation as part of Customer’s Permitted Use. Support. Clay will use commercially reasonable efforts to provide support for the applicable Services via its website located at www.clay.com. Security, Privacy, and Data Processing. The Data Processing Agreement located at https://www.clay.com/dpa (“DPA”) is incorporated into this Agreement by reference. Clay will implement and maintain commercially reasonable technical and organizational security measures designed to prevent Security Incidents, including those set forth in the DPA. Technical Services. Clay may perform Technical Services as described in an Order or Statement of Work (if any). Customer will give Clay timely access to Customer Materials reasonably needed for Technical Services, and Clay will use the Customer Materials only for purposes of providing Services or Technical Services. Customer may use code or other deliverables that Clay furnishes as part of Technical Services only in connection with Customer’s Permitted Use of the Services under this Agreement. Free Plans, Trials, and Betas. If Customer receives access to Services or features on a free basis (including a Free Plan), on a trial basis, or as an alpha, beta, or early access offering (collectively, “Trials and Betas”), such use is permitted only during the period designated by Clay (or, for a trial, alpha, beta, or early access offering with no designated period, 30 days). A Free Plan continues until Customer or Clay ends it, and Clay may modify, limit, or discontinue a Free Plan at any time. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. If Customer provides payment information to start a trial of a paid Plan, then, as disclosed when Customer starts the trial, Customer’s trial will convert to a paid subscription and Clay will charge the applicable Fees at the end of the trial period unless Customer cancels before the trial ends. Trials and Betas may be inoperable, incomplete, or include features that Clay may never release, and their features and performance information are Clay’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, CLAY PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). CUSTOMER USE OF THE SERVICES. Customer Administration. Customer is responsible for any use of the Services through its or its Users accounts. Customer will maintain the confidentiality of User account credentials to access the Services. Customer will prevent unauthorized use of the Services and promptly notify Clay of any unauthorized use. Customer may not permit sharing of accounts and passwords. Customer will keep its account information accurate and current, including a working email address for its account owner, administrators, and billing contact, which Clay may use to send notices under this Agreement. Restrictions. Customer will not (and will not permit anyone to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, (b) modify or create derivative works based on the Services, (c) sell, resell, license, copy, rent, lease, distribute, time-share the Services or otherwise use the Services for the benefit of a third-party, (d) remove or alter proprietary notices from the Services, or (e) resell, redistribute, or otherwise make Clay Technology or Marketplace Data available to any third party as a standalone data product, or use the Services, Marketplace Data, or Outputs to develop, train, or improve any data product, dataset, or service that competes with the Services. The Services are not intended for High Risk Activities, or for the uploading, requesting or otherwise processing of Sensitive Personal Data. Customer shall not use the Services for any High Risk Activities, nor shall Customer upload, request or process any Sensitive Personal Data at anytime in its use of the Services. Compliance. Customer may only use the Services for the Permitted Use in accordance with this Agreement and the Documentation. Customer will obtain any required permissions or consents from individuals, and comply with any privacy and data protection laws, necessary to allow Customer’s use of the Services and Customer Data, and to permit Clay to use Customer Data as set forth in this Agreement without violating applicable Laws or third-party rights. Customer is responsible for its own compliance with applicable Laws in its use of Customer Data, including any Marketplace Data it imports via Clay’s data marketplace. Customer Third-Party Platforms. Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Clay is not responsible for Third-Party Platforms or how their providers use Customer Data. Suspension. Clay may immediately suspend Customer’s or any User’s access to any or all of the Services where Customer’s use of the Services breach its obligations under this Agreement or threaten the security, integrity or availability of the Services. Clay will use commercially reasonable efforts to provide Customer with prior notice of the suspension (email sufficing) and an opportunity to remedy such violation or threat prior to suspension where practicable under the circumstances. If the issue that led to the suspension is resolved, Clay will restore Customer’s access to the Services. OWNERSHIP, DATA, AND AI FEATURES. Ownership. Except for the rights granted in Section 1 (Clay Services), Clay and its licensors own and reserve all right, title, and interest in and to the Services and the Clay Technology. Except for Clay’s express rights in the Agreement, as between the parties, Customer retains all intellectual property and other rights in and to Customer Data it submits to the Services and Customer’s Inputs. Clay’s Use of Customer Data. Subject to this Agreement, Clay may access and use Customer Data solely to provide and maintain the Services and Technical Services under this Agreement, including sharing Customer Data as Customer directs through the Services (including through Agent Actions), but Clay will not otherwise disclose Customer Data to third parties except as permitted in this Agreement. Clay’s Use of Usage Data. Clay may use Usage Data for (i) its internal business purposes, including to provide, maintain, secure, and improve the Services and develop new features and services, and (ii) to create and distribute reports and materials about the Services, provided that data used for such reports and materials is aggregated and anonymized and cannot reasonably be used to identify Customer. Customer’s Use of Marketplace Data. Subject to this Agreement, Customer may access and use Marketplace Data made available via the Services and import it into Customer’s Clay Workspace for Customer’s use. Subject to this Agreement, Clay hereby grants to Customer a non-exclusive, worldwide right and license to use, reproduce, and prepare derivative works of Marketplace Data that Customer has imported into its Clay Workspace during the Term for Customer’s Permitted Use. Customer’s Use of AI Features. Customer may submit Customer Data (including in the form of prompts or queries) to the AI Features (“Inputs”) and receive outputs from the AI Features (“Outputs”). Inputs, including the prompts, settings, and configurations Customer uses to direct Agent Actions, are Customer’s instructions to Clay. Customer is responsible for its Inputs and for monitoring and reviewing Outputs and Agent Actions taken at its direction. Clay will not use Customer Data, including Inputs and Outputs, to train or fine-tune any AI model without the prior express approval of Customer, except to train, fine-tune, or provide context or memory to a model solely for Customer’s benefit and use within Customer’s Clay Workspace. Subject to this Agreement, Clay hereby grants to Customer a non-exclusive, worldwide, perpetual right and license to reproduce, distribute, publicly display, publicly perform and prepare derivative works of Outputs. Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Clay to others. Feedback. If Customer provides Clay with feedback or suggestions regarding the Services or other Clay offerings, Clay may use the feedback or suggestions without restriction or obligation. Such feedback and suggestions do not include Customer’s Confidential Information, and Clay will not publicly identify Customer as their source. FEES AND PAYMENT. Fees. Customer will pay Clay the fees for the Services set forth in each Order, including the fees for Customer’s Plan and for any additional Clay Credits or add-ons Customer purchases (“Fees”). Unless otherwise stated in an Order, subscription Fees are billed in advance at the start of each Subscription Term (monthly or annually, as Customer selects), Fees for additional Clay Credits and other one-time purchases are billed at the time of purchase, and any invoiced Fees are due within thirty (30) days of the invoice date. All Fees will be paid in U.S. dollars unless otherwise provided in an Order. Customer is responsible for providing complete and accurate billing and contact information to Clay and updating Clay of any changes. Customer’s payment obligations are non-cancelable, purchased quantities and minimum commitments may not be reduced during the applicable Subscription Term, and Fees paid are non-refundable, except as expressly stated in this Agreement or the applicable Order. Taxes. Customer is responsible for any sales, use, GST, value-added, excise or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Clay’s income tax (“Taxes”). Fees are exclusive of all Taxes. Clay will charge or invoice Customer for Taxes when required to do so and Customer will pay the tax unless Customer provides Clay with a valid tax exemption certificate authorized by the appropriate taxing authority. Any withholding amount or deduction imposed on any payment made to Clay shall be the sole responsibility of Customer and any payments of fees due to Clay shall not be decreased in any manner by such withholding amount. Disputes. Customer must notify Clay in writing of any good-faith dispute regarding a charge or invoice within thirty (30) days of the date of the applicable charge or invoice, and reasonably cooperate with Clay in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of Customer’s notice, each party shall have the right to seek any remedies it may have under this Agreement, at law or in equity. Undisputed amounts must be paid in full in accordance with this Section 4. Customer will contact Clay to try to resolve a disputed charge before initiating a chargeback or payment reversal with its card issuer or payment provider. Late Payments. If any undisputed Fees are overdue, including because a charge to Customer’s payment method fails, Clay may, without limiting its other rights and remedies, suspend the Services or move Customer to a Free Plan until such amounts are paid in full, provided that Clay will give Customer at least [ten (10)] days’ prior notice (email sufficing) of the suspension or downgrade. Past due amounts will incur interest at a rate of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Clay in collecting past due amounts. Payment Method. If Customer pays by credit card or another electronic payment method, Customer authorizes Clay (and its third-party payment processor) to charge that payment method for all Fees and Taxes when due, including recurring Fees at the start of each renewal Subscription Term, without further authorization, until Customer cancels in accordance with Section 5.2 (Subscription Terms). Customer will keep its payment method current, and Clay may retry a failed charge. Clay Credits. Customer’s Plan may include an allocation of Clay Credits for each billing period, and Customer may purchase additional Clay Credits. Clay Credits are consumed as described in the Documentation and Customer’s Plan, and unused Clay Credits reset, roll over, or expire only as described in Customer’s Plan at the time of purchase. Clay Credits have no cash value, are not transferable, and are not refundable except as expressly stated in this Agreement. Unless Customer’s Plan states otherwise, unused Clay Credits expire when Customer’s paid subscription ends. Upgrades and Downgrades. Customer may upgrade its Plan or purchase additional Clay Credits at any time through the Services. Upgrades take effect immediately, and Clay will charge Customer the applicable Fees as described at the time of the upgrade. Downgrades, and changes from annual to monthly billing, take effect at the start of Customer’s next Subscription Term. A downgrade may result in the loss of features, capacity, Clay Credits, or Customer Data that exceeds the limits of the new Plan, and Customer is responsible for exporting any Customer Data it wishes to keep before the downgrade takes effect. Changes to Fees and Plans. Clay may change its Fees, or the features, usage limits, or Clay Credit allocations of a Plan, by giving Customer at least thirty (30) days’ notice (email or notice through the Services sufficing). Any such change takes effect at the start of Customer’s first Subscription Term that begins at least thirty (30) days after Clay’s notice, and does not apply to a Subscription Term that has already begun. If Customer does not agree to the change, Customer may cancel its subscription before the change takes effect as described in Section 5.2 (Subscription Terms). TERM AND TERMINATION. Term. The Agreement will remain in effect for the Term. Subscription Terms. Each paid subscription has a Subscription Term for the period set forth in an Order, and will automatically renew for successive Subscription Terms of the same length (or another length Customer selects through the Services before renewal) at Clay’s then-current Fees for Customer’s Plan, subject to Section 4.8 (Changes to Fees and Plans). Customer may cancel automatic renewal at any time through its account settings in the Services and cancellation takes effect at the end of the then-current Subscription Term. Cancellation does not entitle Customer to a refund of Fees for the then-current Subscription Term. Clay may elect not to renew a subscription by notice to Customer at least thirty (30) days before the end of an annual Subscription Term, or at least ten (10) days before the end of a monthly Subscription Term. When a paid subscription ends, Clay may move Customer to a Free Plan, if one is available. Termination. Either party may terminate this Agreement (including any or all Orders) with immediate effect by written notice if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. In the event Customer terminates based on Clay’s uncured material breach of this Agreement, Clay will refund Customer the cash value of unused Clay Credits. In the event Clay terminates based on Customer’s uncured material breach, Customer will immediately pay any unpaid fees, including those covering the remainder of all then-current Subscription Terms to the extent permitted by applicable law. Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and Clay’s obligations to provide the Services described in the Order will cease. Fees and payments are not refundable except as specifically provided in this Agreement. During a Subscription Term and for the thirty (30) day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export Customer Data using the export features made available through the Services, after which time Clay may delete Customer Data in accordance with its standard data retention and deletion practices. Customer Data and other Confidential Information may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions. Survival. These Sections survive expiration or termination of this Agreement: 1.6 (Free Plans, Trials, and Betas), 2 (Customer Use of the Services), 3 (Ownership, Data and AI Features), 4 (Fees and Payment), 5.4 (Effect of Termination), 5.5 (Survival), 6 (Confidentiality), 7 (Warranties and Disclaimers), 8 (Indemnification), 9 (Limitations of Liability), 10 (General Terms), and 11 (Definitions). Any other provision of this Agreement, including the DPA, survives to the extent necessary to give effect to the surviving provisions. CONFIDENTIALITY. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Clay’s Confidential Information includes any non-public pricing or terms offered to Customer and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Clay is the Recipient, Clay may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 6 and they are bound to confidentiality obligations no less protective than this Section 6. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment. WARRANTIES AND DISCLAIMERS. Conformance Warranty. Clay warrants, for Customer’s benefit only, that the Services will perform materially as described in the Documentation and Clay will not materially decrease the overall functionality of the Service during a Subscription Term (“Conformance Warranty”). If Clay breaches the Conformance Warranty during the applicable Subscription Term and Customer makes a reasonably detailed warranty claim by email to support@clay.com within thirty (30) days of discovering a breach of the Conformance Warranty, then Clay will use reasonable efforts to correct the non-conformity. If Clay cannot do so within thirty (30) days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the non-conforming Services. Clay will then refund to Customer the cash value of unused Clay Credits. This Section sets forth Customer’s exclusive remedy and Clay’s entire liability for breach of the Conformance Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Services; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Services other in accordance with the Documentation; or (d) Trials and Betas or other free or evaluation use. DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY PROVIDED IN SECTION 7.1 (CONFORMANCE WARRANTY), TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND TECHNICAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND CLAY AND ITS AFFILIATES: (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR MARKETPLACE DATA, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR (II) THAT THE SERVICES, INCLUDING ANY MARKETPLACE DATA, OUTPUTS, OR AGENT ACTIONS, ARE ACCURATE, COMPLETE, OR RELIABLE. CLAY WILL NOT BE LIABLE FOR THE ACTS AND OMISSIONS OF ANY THIRD-PARTY PLATFORMS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS COMPLIANCE WITH ANY LAWS, AND CLAY DISCLAIMS ALL LIABILITY RELATED TO CUSTOMER’S COMPLIANCE WITH LAWS. INDEMNIFICATION. Indemnification by Clay. Clay will defend Customer from and against any third-party claim to the extent alleging that the Services as operated by Clay, when used by Customer as permitted under the applicable Order, infringe or misappropriate a third-party’s U.S., UK, or EU patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Clay resulting from the claim. This Section 8 sets out Customer’s exclusive remedy and Clay’s entire liability regarding infringement or misappropriation of third-party intellectual property rights. Clay’s obligations in this Section 8.1 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by Clay (including Third-Party Platforms); (b) to infringement resulting from or based on Marketplace Data, or use thereof; (c) to unauthorized use of Services; (d) if Customer settles or makes any admissions about a claim without Clay’s prior consent; or (e) to Trials and Betas or other free or evaluation use. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Clay determines necessary to avoid material liability, Clay may at its option: (i) procure rights for Customer’s continued use of the applicable Service; (ii) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (iii) terminate the affected Order and refund to Customer the cash value of unused Clay Credits. Indemnification by Customer. Customer will defend Clay from and against any third-party claim to the extent resulting from Customer Data obtained or processed by Customer in violation of the law or a third-party’s rights, or Customer’s breach or alleged breach of Section 2 (Customer Use of the Services), and will indemnify and hold harmless Clay against any damages and costs awarded against Clay (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim. Procedures. The indemnifying party’s obligations in this Section 8 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Clay is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense. THE INDEMNITIES ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS. LIMITATIONS OF LIABILITY. Limitation on Indirect Liability. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, AND REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION, AND EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSOR’S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CLAY PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.1 (Customer Administration), 2.2 (Restrictions) or 2.3 (Compliance); (b) either party’s breach of Section 6 (Confidentiality) (but excluding claims relating to Customer Data); (c) amounts payable to third parties under the indemnifying party’s obligations in Section 8 (Indemnification); or (d) any claim for which liability cannot be limited or excluded by applicable Laws. GENERAL TERMS. Entire Agreement. This Agreement (which includes all Orders, Documentation, schedules, and Clay’s policies that are applicable to the Service) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Clay, except that Clay may update this Agreement as described in Section 10.11 (Changes to this Agreement). The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Clay; any of these Customer documents are for administrative purposes only and have no legal effect. If there is a conflict between the body of this Agreement and any other document attached to or incorporated by reference in this Agreement, the following order of precedence applies: (i) the DPA, for the processing of Personal Data; (ii) an Order, for the Services purchased, quantities, pricing, billing schedule, payment terms, and Subscription Term, and for any provision of this Agreement that the Order expressly modifies by section number; (iii) the body of this Agreement; and (iv) the Documentation and Clay’s other policies. Publicity. Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by applicable Laws. Clay may include Customer’s name and its trademarks in Clay’s customer lists and promotional materials, subject to any reasonable brand usage guidelines provided by Customer from time to time. Clay will cease further use at Customer’s written request. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Clay may use subcontractors and permit them to exercise Clay’s rights, but Clay remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. Relationship of the Parties. The parties are independent contractors, not agents, partners, or joint venturers. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York, New York and both parties submit to the personal jurisdiction of those courts. Notices. Clay may give notices under this Agreement to Customer by email to the account owner, administrator, or billing contact email address associated with Customer’s account, or through the Services, and those notices are effective when sent. Customer must send legal notices to Clay by email to [legal@clay.com]. Customer consents to receive notices, agreements, disclosures, and other communications from Clay electronically, and agrees that electronic communications satisfy any legal requirement that such communications be in writing. Either party may update its address with notice to the other party. Clay may also send operational notices to Customer by email or through the Services. Construction. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Customer’s electronic acceptance of this Agreement (including by clicking a button or checking a box indicating acceptance) has the same effect as a handwritten signature. Waiver and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect. Force Majeure. Except with regard to any payment obligations set forth herein, neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, epidemic, act of war or terrorism, labor disputes, governmental action, utilities failures, and Internet disturbance) that was beyond its reasonable control (each, a “Force Majeure Event”). Export Compliance. The Services may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction and Customer is responsible for compliance regarding Customer’s use of the Services. Customer will not permit Users to access the Services from a U.S. embargoed country. Changes to this Agreement. Clay may modify this Agreement (including documents incorporated into it by reference, unless that document provides its own update process) from time to time by posting a revised version at [https://www.clay.com/terms-of-service] and updating the “Last Updated” date. If a change is material, Clay will also notify Customer when it posts the revised terms, by email to the account owner or administrator email address associated with Customer’s account or through the Services. Revised terms take effect: (a) for a paid subscription, at the start of Customer’s first renewal Subscription Term that begins at least thirty (30) days after Clay posts the revised terms (that is, at Customer’s next monthly or annual renewal after the notice period); (b) for a Free Plan or other Trials and Betas, thirty (30) days after Clay posts the revised terms; and (c) for Customer’s entire account, when Customer places any new Order (including an upgrade or a purchase of additional Clay Credits) after Clay posts the revised terms. Customer’s renewal, placement of an Order, or continued use of the Services after the revised terms take effect constitutes acceptance of the revised terms. If Customer does not agree to the revised terms, Customer may cancel its subscription before they take effect as described in Section 5.2 (Subscription Terms), and the prior version will continue to apply through the end of the then-current Subscription Term. Changes required by Law may take effect on the date specified in Clay’s notice. Nothing in this Section prevents Customer from agreeing to revised terms earlier, including by accepting them through the Services. DEFINITIONS. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity. “AI Features” means large language models (LLMs) or other machine learning or artificial intelligence features made available through the Services, including features that take actions in the Clay Workspace or connected Third-Party Platforms based on Customer’s Inputs or configurations (each, an “Agent Action”). “Clay Credits” means actions, data credits, and other usage-based units that Clay makes available under a Plan or that Customer purchases separately, which Customer uses to access certain features of the Services. “Clay Software” means any software, code, libraries, SDKs, extensions, connectors, software agents, or other executable or deployable components that Clay makes available to Customer for download, installation, or local execution in connection with the Service, including any updates or modifications thereto. “Clay Technology” means the Services, Documentation, Usage Data, Marketplace Data, and Clay’s trademarks, logos, and other brand features. “Clay Workspace” means the workspace or account environment within the Services provisioned to Customer in which Customer and its Users access, store, organize, and act on Customer Data. “Customer Data” means any data or information that Customer or its Users upload, connect, submit to, or generate in the Clay Workspace, including any Marketplace Data that Customer has imported into the Clay Workspace. Marketplace Data that Customer has not imported into the Clay Workspace is not Customer Data. “Customer Materials” means any materials, data, configurations, systems, or resources that Customer or its Users provide or make available to Clay in connection with the Technical Services. “Documentation” means Clay’s then-current documentation, usage guides, and policies for the Services, as made available at https://university.clay.com/docs. “Free Plan” means a Plan that Clay makes available without charge. “High Risk Activities” means uses in which the failure of the Services could lead to death, personal injury, or severe physical or environmental damage, such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, or weapons systems. “Initial Subscription Term” means the term for the applicable Services commencing on the date Customer’s paid subscription begins, as set forth in Customer’s first Order, and continuing for the billing period Customer selects (one (1) month or one (1) year) or other period set forth in such Order. “Laws” means all applicable local, state, national, and foreign laws, statutes, rules, regulations, and binding governmental or regulatory requirements, including those relating to privacy and data protection. “Marketplace Data” means the business contact, firmographic, and other data records made available by Clay or third-party data providers through the Clay data marketplace for access, import, and use by Customer as part of the Services. “Order” means an ordering document or page for the Services referencing this Agreement, including any online sign-up, checkout, upgrade, or purchase flow on Clay’s website or within the Services through which Customer selects a Plan or purchases Services, together with any order confirmation Clay provides. “Personal Data” means any information included in the Customer Data relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to such person’s physical, physiological, mental, economic, cultural or social identity. “Plan” means the subscription plan for the Services that Customer selects, including its features, usage limits, Clay Credit allocations, and Fees, as described on Clay’s pricing page or in the Services when Customer places its Order. “Security Incident” means any unauthorized or unlawful breach of security by Clay that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data under Clay’s control. “Services” means the products and services ordered by Customer under an Order or otherwise provided by Clay and used by Customer under this Agreement. “Sensitive Personal Data” means an individual’s financial information, sexual preferences, medical or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)), and any additional types of information included within this term or any similar term (such as “sensitive personal information” or “special categories of personal information”), as used in applicable data protection or privacy laws. “Statement of Work” or “SOW” means a statement of work, order, or similar document executed by the parties that describes the Technical Services to be provided by Clay. “Subscription Term” means the Initial Subscription Term or any then-current renewal term for the Services. “Technical Services” means configuration, implementation, training, or other technical services to be provided by Clay or its contractors to Customer. “Term” means the term for this Agreement, which will begin on the Effective Date and continue until the earlier of: (a) the last Subscription Term has expired, or (b) the termination of this Agreement. “Third-Party Platform” means products, services, or applications made available to Customer by third parties that interoperate with the Services through an API or other electronic interface (e.g., Snowflake). “Usage Data” means data and information generated from Customer’s use of the Services, including telemetry, technical logs, metadata, and operational metrics, that do not include Customer Data. “Users” means a Customer-designated user who administers or accesses the Services account on behalf of Customer.