Last updated on 15 March 2026
These Terms of Service (“Terms”) apply to your use of, access to, and other engagement with our cloro branded products and service, including the cloro interface, API services, and our related applications (the “Services”). Throughout these terms, “cloro,” “we,” “us,” and “our” refer to FidForward, Inc., and “Customer,” “you,” and “your” refer to our customers or anyone else who accesses, uses, or otherwise engages with the Services.
We offer two different tiers of our Services: (a) “Standard Services,” which may be purchased directly from our website; and (b) “Enterprise Services,” which are purchased through a statement of work or order form (an “Order Form”). “Standard Customers” refers to Customers of Standard Services, and “Enterprise Customers” refers to Customers of Enterprise Services.
Enterprise Services shall be governed by these Terms as well as any terms and conditions set out in an Order Form. For Enterprise Services any reference to “Terms” shall be read to include those set out in an Order Form. In the event of a conflict between these Terms and those in an Order Form, the terms in an Order Form shall prevail.
By using, accessing, or otherwise engaging with the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using, accessing, or otherwise engaging with the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
1.1. Subject to these Terms, cloro grants you a non-exclusive, non-transferrable, non-sublicensable right to access and use the Services during the applicable Term (as set out in Section 3 (Term and Termination)) solely for your own internal purposes.
1.2. We may engage subcontractors to assist in providing the Services, provided that we remain fully responsible for the performance of any such subcontractor to the extent that such performance relates to our obligations under these Terms.
1.3. We will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) scheduled maintenance, for which we will endeavor to provide advance notice; and (b) unavailability caused by circumstances outside cloro’s reasonable control, including acts of God, government actions, natural disasters, labor disputes, internet service disruptions, outages impacting any non-cloro websites or platforms, or denial of service attacks.
1.4. Service Credits. At the start of each Term, you will be allocated a number of credits toward using the services (“Service Credits”), which are set out based on the specific services tier and pricing level you purchase. Service Credits are consumed as you use the Services to complete successful API calls. Service Credits are not charged for a failure of the Services that results in an error; however, Service Credits are charged for API calls that you cancel or terminate before they are completed. Any unused Service Credits expire at the end of the then-current Term and do not roll over to the next or any other Term.
1.5. Service Levels. We endeavor to make the Services, including our API and network infrastructure, available 99.9% of the time, as availability is measured on the status page. This commitment does not apply to any performance issues or unavailability attributable to: (a) target platform unavailability or changes (including interface updates, access controls, or anti-scraping measures); (b) suspensions, terminations, cancelations, or customizations initiated by you; (c) internet disruptions outside of our control; (d) Force Majeure events as set out in Section 13.7; (e) your own or third-party equipment and software; or (f) our suspending or terminating your access to the Services as set out in Section 3.3 (Termination by cloro). If we fail to meet the obligations in this Section 1.5, your sole remedy will be receiving Downtime Credits as set out in Section 4.4.
1.6. Services Support. We provide technical support for the Services as set out in Section 5 (Technical Support).
1.7. To the extent you use the Services to process personal data, you are the controller of such personal data and we are your processor, as such terms are defined in Applicable Laws.
1.8. We reserve the right, in our sole discretion, to monitor your use of the Services as necessary to enforce our rights and obligations under these Terms.
2.1. You shall use the Services only for lawful purposes and in compliance with all applicable local, state, federal, or international law or regulation, including laws relating to intellectual property, privacy, data protection, artificial intelligence, and export controls (“Applicable Laws”) and any applicable terms of service for any website, platform, or other content access through the Services.
2.2. You are responsible for safeguarding any account credentials, API keys, and access tokens associated with your use of the Services. You shall not share such credentials with unauthorized third parties and are responsible for all activity that occurs under your account. You must promptly notify cloro of any unauthorized access to or use of your account.
2.3. You shall not: (a) sell, resell, license, sublicense, distribute, rent, or lease the Services, or make the Services available to any third party; (b) interfere with or disrupt the integrity, performance, or availability of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services; (d) modify, create derivative works based upon, or copy any part of the Services; (e) access the Services for the purpose of building a competing product or service, or for purposes of benchmarking or competitive analysis; or (f) use the Services in any manner that violates these Terms, including those set out in Section 7 (Acceptable Use).
3.1. Standard Services Term. For Standard Services, the Term begins as soon as you complete the purchase process and provide your payment information and shall continue for one (1) month. Except where prohibited by Applicable Laws, the Term will automatically renew on a monthly basis until cancelled or terminated by you or cloro. If you cancel or terminate your purchase of Standard Services, such cancellation or termination shall take effect at the end of the then-current Term, until which time you may continue using the Services.
3.2. Enterprise Services Term. For Enterprise Services, the Term shall be set out in the applicable Order Form. Except where prohibited by Applicable Laws, the Term and any accompanying Order Form shall automatically renew for the same amount of time, on the same cadence, and by the same terms until cancelled or terminated by you or cloro. If you do not intend to renew the Term, you must provide cloro with written notice of non-renewal at least thirty (30) days before expiration of the Term. You may not cancel or terminate an Order Form unless we materially breach any portion of these Terms and only after undertaking the dispute resolution process set out in Section 12.1. 3. Termination by Cloro. We may terminate your ability to use the Services, or for Enterprise Customers any Order Form, for any reason upon thirty (30) days’ written notice to you. Notwithstanding the foregoing, We may immediately suspend or terminate your access to the Services if we determine, in our reasonable judgment, that you or anyone accessing the Services on your behalf has violated any restriction in Section 2 (Customer Obligations) or Section 7 (Acceptable Use) or if you have failed to pay any applicable Fees within seven (7) days of their being due.
3.4. Effect of Termination. Upon termination or expiration of your ability to use the Services: (a) all rights granted to you hereunder shall immediately cease; (b) you shall immediately discontinue all use of the Services; (c) you shall pay any outstanding Fees owed to cloro for Services rendered through the effective date of termination; and (d) each party shall, upon request, return or destroy all Confidential Information of the other party in its possession, except as required to be retained by Applicable Laws. For Enterprise Customers whose access to the Services was terminated by cloro, cloro shall refund a pro-rata portion of Fees paid equal to any time remaining in the Term, except that no refund of any kind shall be provided if such termination was due to your violation of any restriction in Section 2 (Customer Obligations) or Section 7 (Acceptable Use).
3.5. Survival. The following provisions of these Terms shall survive any termination or expiration of any Term: Sections 4 (Fees and Payment Terms), 6 (Intellectual Property), 8.2 (Warranty Disclaimer), 9 (Confidential Information), 10 (Indemnification), 11 (Limitation of Liability), 12 (Dispute Resolution), and 13 (General Provisions), together with any other provision that by its nature is intended to survive termination.
4.1. If you choose to purchase Services, you agree to pay all applicable fees, including any applicable taxes, levies, duties, and similar governmental charges (collectively, the “Fees”).
4.2. Standard Services. Fees for Standard Services are as set out on our website at the time of purchase. By providing your payment information and purchasing or accessing the Services, you agree and authorize us to bill the Fees to that payment method or, if there are insufficient funds associated with that payment method, to provide us with an additional payment method to which we can bill your Fees. If you fail to provide a valid payment method, or if we cannot process a payment due to insufficient funds or any other reason, we may suspend or terminate your access to the Services until you pay any outstanding Fees. You agree that we may increase the Fees for Standard Services upon providing you sufficient notice of the new Fees, and, as required, the option to opt out, and that the new Fees will take effect the next time your Term renews.
4.3. Enterprise Services. You are required to pay all Fees as set forth in the applicable Order Form in the currency and according to the payment schedule specified therein. Unless otherwise stated in the Order Form, all fees are due within seven (7) days of the date of the applicable invoice.
4.4. Downtime Credits. If we fail to provide the Services to the levels set out in Section 1.5 (Service Levels) during any Term and you were affected by this failure, you are eligible to receive a pro-rata credit based on the percentage of that Term for which we failed to maintain the committed service levels (“Downtime Credits”). Any Downtime Credits may be redeemed solely against the Fees owed for the immediately subsequent Term. Downtime Credits may not exceed one-hundred percent (100%) of such Fees. Downtime Credits have no inherent or cash value and may not be redeemed for any other monetary or non-monetary benefit, including cash. To request Downtime Credits, please contact us at support [at] cloro.dev with the subject DOWNTIME CREDIT REQUEST.
5.1. Support Hours. For most support issues, we are available Monday through Friday from 9AM to 8PM UTC. However, we are available 24/7 for “P0” errors, as defined in Section 5.4 (Error Response Chart).
5.2. Support Contact. For support, contact us by email at support [at] cloro.dev. Enterprise customers may also reach us on Slack.
5.3. Error Classification and Response Procedures. When you report an issue with the Services, we will evaluate it and, in our sole discretion, assign it an error level based on the chart below. In order for us to provide the best service possible, you are required to provide us with sufficient information about the issue you are experiencing and be able to devote adequate resources to assisting us, since the error may be caused in part by your own systems.
5.4. Error Response Chart.
| Severity Level | Description | Service | Response Time | Assignment |
|---|---|---|---|---|
| P0 (Critical) | A downtime situation where core components of the Services are non-operational | Network (applicable to all Services): the Network stopped transferring data OR Success Rate decreased to: 0%-10% | Within 8 hours | Engineer within 12 hours |
| P1 (Major) | A major component of the Services is not functioning | Network (applicable to all Services): part of the requests are not being transferred to their destination Success Rate decreased to: 11%-50% | Within 4 business hours | As required |
| P2 (Minor) | There is an error to solve but the Service is still functional | Network (applicable to all Services): there is a certain error to solve but Client’s performance is not affected Success Rate: 51%-80% | Within 2 business days | As required |
For purposes of the Error Response Chart, “Network” means the availability of the cloro Services and “Success Rate” means the ability to access and process the public web page elements of a chosen domain. For the avoidance of doubt, a decrease in Success Rate shall not include a decrease caused by any customizations you have initiated or requested to the Services.
6.1. Services. The Services, including all software, technology, interfaces, documentation, and all intellectual property rights therein, are and shall remain the exclusive property of cloro and its licensors. Nothing in this Agreement transfers any ownership interest in the Services to you or any other party. You are granted only the limited rights expressly set out in these Terms, and no other rights are implied.
6.2. Customer Content. As between you and cloro, you retain all rights, title, and interest in and to your data and any content that you submit or retrieve through your use of the Services (“Customer Content”). You grant cloro a limited, non-exclusive license to use Customer Content (a) to the extent necessary to provide the Services and fulfill our obligations under these Terms; and (b) in aggregate, de-identified, or anonymized form for our own internal purposes, including in order to maintain, improve, and develop the Services, provided that such use does not identify you.
6.3. Feedback. If you provide us with any suggestions, ideas, enhancement requests, feature requests, or other feedback regarding the Services (“Feedback”), such Feedback shall become the exclusive property of cloro, and we retain the right to use, incorporate, commercialize, or otherwise act on the Feedback without restriction and with no obligation to you.
7.1. At all times, you shall access and use the Services only in compliance with Applicable Laws.
7.2. You shall not use the Services to engage in, facilitate, or support any of the following prohibited activities: (a) accessing, transmitting, storing, or processing any material through the Services in a manner that violates any Applicable Laws; (b) accessing, transmitting, storing, or processing any material that is threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable; (c) introducing malicious software, code, or agents (including viruses, worms, trojan horses, or ransomware) into cloro’s systems, infrastructure, or Services; (d) attempting to cause or causing security breaches or disruptions of internet communications, including unauthorized access to data, servers, or accounts, port scanning, packet spoofing, or forged routing; (e) circumventing or attempting to circumvent user authentication or security measures of any host, network, or account; (f) interfering with or disrupting the availability of the Services to any other customer or user, including by way of denial of service attacks; (g) sending unsolicited communications or spam or distributing or developing software that has as its primary purpose facilitating unsolicited commercial messaging; and (h) automated ticket purchasing or generating fraudulent advertising impressions, clicks, or other invalid advertising traffic.
7.3. You shall not use the Services to develop, train, deploy, or operate any artificial intelligence system or model in a manner that violates Applicable Laws, including any activity that would be considered a prohibited practice under applicable artificial intelligence laws.
7.4. You shall not use the Services to access, collect, or process personal data of minors or special categories of personal data without a valid legal basis and full compliance with applicable data protection requirements, as such terms are defined in Applicable Laws.
7.5. You shall ensure that your use of the Services for automated data gathering activities (a) does not violate the applicable terms of service, robots.txt directives, or other access restrictions of the target website or platform, except to the extent that Applicable Laws expressly permit you to do so notwithstanding such restrictions; (b) is limited to publicly available data, unless you have obtained express authorization from the relevant data owner to access non-public data; (c) does not involve the collection or processing of personal data unless, as required by Applicable Laws, you have a valid legal basis, have satisfied all obligations owed to data subjects, and have implemented appropriate technical and organizational safeguards; and (d) otherwise complies with all Applicable Laws.
7.6. Violation of any terms set out in this Section 7 shall be considered a material breach of these Terms. We may immediately suspend or terminate your access to the Services if we determine, in our reasonable judgment, that you or anyone accessing the Services on your behalf has violated any restriction in this Section 7.
8.1. By Customer. You represent and warrant that: (a) you have received, executed, and accepted these Terms in a manner and form that constitute a binding agreement enforceable against you in accordance with their terms; (b) you will not access or use the Services except as expressly set out in these Terms and in accordance with Applicable Laws; (c) you are not currently and never have been prohibited by Applicable Laws or any local, national, international, or foreign government entity from using the Services; and (d) any and all information, data, and other materials you provide in connection with or in support of your use of the Services are complete, true, and correct to the best of your knowledge and that you will notify cloro immediately if you discover that any such information is incomplete, untrue, or incorrect.
8.2. By cloro (DISCLAIMER). EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLORO MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. CLORO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, NOR DOES CLORO MAKE ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA OR CONTENT OBTAINED THROUGH THE SERVICES.
9.1. “Confidential Information” means all non-public information disclosed by one party (the “Discloser”) to the other party (the “Recipient”) in connection with the Services that is: (a) designated by the Discloser as confidential; or (b) that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, any terms and pricing, each party’s business plans, technical data, product plans, and financial information, and, with respect to cloro, all aspects of the Services, including source code and underlying technology. Confidential Information does not include information that: (a) was already in the Recipient’s possession without obligation of confidentiality at the time of disclosure; (b) is or becomes publicly available through no fault of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (d) is lawfully received by the Recipient from a third party without restriction on disclosure.
9.2. The Recipient shall: (a) use the Discloser’s Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; (b) protect the Discloser’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of similar importance, but in no event less than reasonable care; and (c) not disclose the Discloser’s Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know and are bound by obligations of confidentiality no less protective than those set forth herein. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to the extent required by Applicable Laws, including pursuant to a court order or judicial warrant, provided that the Recipient notifies the Discloser within seventy-two (72) hours of such a request so that the Discloser may seek a protective order or other appropriate remedy.
9.3. Nothing in this Section 9 shall alter, abridge, cancel, expand, or otherwise modify the rights provided to each party in Section 6 of these Terms.
9.4. The parties acknowledge that a breach of this Section 9 is a material breach for which there is no adequate remedy at law and that, notwithstanding anything to the contrary in Section 12 of these Terms, the non-breaching party may seek any appropriate injunctive and declaratory relief in a court of competent jurisdiction as may be required to protect such party’s Confidential Information.
10.1. By Customer. Customer shall defend, indemnify, and hold harmless cloro and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, actions, damages, losses, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use of the Services, including any data accessed, collected, or processed by Customer through the Services, including Customer Content; (b) any breach by Customer of its representations, warranties, or obligations set out in these Terms, including without limitation those in Section 7 (Acceptable Use); or (c) any allegation that Customer’s use of the Services infringes or violates the rights of a third party, including intellectual property rights, privacy rights, or data protection rights.
10.2. By cloro. cloro shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, demands, actions, damages, losses, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees) alleging that the Services themselves (exclusive of Customer’s use of the Services or any Customer Data) infringe or misappropriate a third party’s patent, copyright, trademark, trade secret, or other intellectual property rights.
10.3. Exclusions . Notwithstanding anything to the contrary in Section 10.2, cloro’s indemnity obligations shall not apply to the extent that any claim of infringement arises from: (a) Customer’s use of the Services in an unlawful manner or in violation of these Terms; (b) modifications to the Services made by or at the direction of Customer without cloro’s prior written consent; (c) Customer’s combination of the Services with any products, equipment, software, or data not provided by cloro, where the infringement would not have occurred absent such combination; or (d) Customer’s continued use of a prior version of the Services after cloro has made a non-infringing replacement available.
10.4. Indemnification Procedures. The party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the other party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought; (b) grant the Indemnifying Party sole control over the defense and settlement of such claim; and (c) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense of any claim at its own expense. The Indemnifying Party shall not settle any claim in a manner that imposes obligations on the Indemnified Party or admits fault on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2. EXCEPT WITH RESPECT TO CLORO’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, CLORO’S TOTAL AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CLORO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.1. Informal Resolution for Enterprise Customers. Before initiating any formal dispute resolution proceeding, Enterprise Customers and cloro each agree to first attempt to resolve the dispute informally by sending written notice to the other party describing the nature of the dispute and the relief sought. The parties shall negotiate in good faith for a period of not less than thirty (30) days following receipt of such notice.
12.2. ARBITRATION NOTICE. FOR STANDARD CUSTOMERS, AND FOR ENTERPRISE CUSTOMERS IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH THE INFORMAL PROCESS DESCRIBED IN SECTION 12.1, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR AN ORDER FORM OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN NEW YORK, NEW YORK BEFORE ONE (1) ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. BY ACCEPTING THESE TERMS, YOU AND CLORO EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY WITHOUT PREJUDICE OF CLAIMS THAT MAY ARISE FROM THE APPLICATION OF ANY APPLICABLE CONSUMER PROTECTION LAWS.
12.3. CLASS ACTION WAIVER. YOU AND CLORO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING IN LITIGATION OR ARBITRATION. UNLESS YOU AND CLORO OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSONIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). IF A COURT DETERMINES THAT A CLAIM OR REQUEST FOR RELIEF (SUCH AS A “PUBLIC INJUNCTION”) MAY NOT BE WAIVED AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR IT OTHERWISE IS FINAL), THEN YOU AND WE AGREE THAT SUCH A CLAIM OR REQUEST FOR RELIEF SHALL BE STAYED PENDING ARBITRATION OF THE REMAINING CLAIMS AND REQUESTS FOR RELIEF.
12.4. Judicial Forum. Notwithstanding anything to the contrary in this Section 12, either party may seek injunctive or other equitable relief in the state or federal courts located in the State of Delaware to protect its intellectual property rights or Confidential Information. Each party irrevocably consents to the exclusive jurisdiction and venue of such courts for purposes of any such proceeding.
13.1. Governing Law. These Terms and any dispute arising out of or related thereto or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
13.2. Entire Agreement. These Terms and any other documents expressly incorporated by reference shall constitute the entire agreement between you and cloro with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter.
13.3. Assignment. You may not assign or transfer any rights or obligations under these Terms without the prior written consent of cloro. cloro may assign its rights and obligations under these Terms, in whole or in part, without your consent: (a) to any affiliate of cloro; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of cloro’s assets or the business to which these Terms relate. Any purported assignment in violation of this Section shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
13.4. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.
13.5. Waiver. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall any single or partial exercise of any right preclude any further exercise of such right or any other right.
13.6. Notices. All notices by cloro required or permitted under these Terms shall be in writing and shall be delivered by email to the address specified in your Customer account for Standard Customers and in the applicable Order Form for Enterprise Customers. All notices by Customer required or permitted under these Terms shall be in writing and shall be delivered by email to privacy [at] cloro.dev with the subject LEGAL NOTICE. Notices sent by email shall be deemed given upon sending.
13.7. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond the party’s reasonable control, including acts of God, war, terrorism, natural disasters, epidemics, pandemics, labor disputes, government actions, internet or telecommunications disruptions, or denial-of-service attacks.
13.8. No Third Party Beneficiaries. These Terms are entered into solely for the benefit of you and cloro and do not confer any rights, remedies, or claims upon any third party.
13.9. Construction. The rule of construction that ambiguities in an agreement are to be resolved against the drafting party shall not apply to these Terms. Headings are included for convenience only and shall not affect the interpretation of these Terms.
13.10. Export Compliance. The Services may be subject to export control and economic sanctions laws and regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. economic sanctions, and that you will comply with all applicable export control and sanctions requirements in connection with its use of the Services.
13.11. Data Protection. cloro collects and processes personal data in connection with the Services in accordance with its Privacy Policy. Where your use of the Services involves the processing of personal data on your behalf, you and cloro shall enter into a data processing agreement in compliance with Applicable Laws.
