Terms of Use
Last updated: October 12, 2026
PLEASE READ THESE TERMS CAREFULLY BEFORE CREATING AN ACCOUNT OR USING CLAKTA. BY CREATING AN ACCOUNT, INSTALLING THE TRACKING SCRIPT, OR OTHERWISE ACCESSING OR USING THE WEBSITE OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.
1. Preamble
These Terms of Use (the "Terms") set forth the legally binding terms and conditions that govern your access to and use of the website at https://www.clakta.com and its subdomains, the Clakta web application, and the services, content, and materials offered through them, including any documentation, communication channels, and social media accounts linked to or otherwise associated with them (collectively, the "Website").
The Website and the Services are owned and operated by Clakta LLC, a limited liability company organized and existing under the laws of the State of Wyoming, United States, with its registered address at 30 N Gould St, STE R, Sheridan, Wyoming 82801, United States ("Clakta", the "Company", "we", "us", or "our").
These Terms are entered into between Clakta and the individual or entity that accesses or uses the Website or the Services ("Customer", "you", or "your").
2. Agreement and acknowledgement
Clakta helps businesses understand their website, their users, and their marketing performance, by measuring what happens on their websites and stores and connecting that activity, orders, and revenue back to the campaigns and channels that generated them.
By accessing or using the Website, registering for or logging into an Account, installing the Tracking Technology, connecting a Connected Platform, paying for the Services, contacting us, or using the Services in any other manner, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms. If you do not accept these Terms (or any part of them) or the Privacy Policy, you must stop accessing and using the Website and the Services and, if you have one, close your Account.
These Terms, together with the Privacy Policy, the Data Processing Addendum, the Subprocessors list, the plan details published on the Pricing page, and any order form or written agreement signed by both parties, form the entire agreement between you and Clakta (the "Agreement").
The Services are intended for businesses, professionals, and other organizations. They are not directed at consumers acting outside a trade, business, craft, or profession, and Clakta is under no obligation to provide the Services to consumers.
We are committed to protecting the privacy and security of the personal information entrusted to us. You can read our Privacy Policy to learn in detail how we handle personal information.
3. Changes to these Terms
We may update, modify, or remove parts of these Terms from time to time. For material changes, we will notify you by email, by an in-product notice, or through another appropriate channel at least thirty (30) days before the changes take effect. Non-material changes, such as clarifications, corrections, or updates to links, take effect when published.
If you do not agree with a change, your remedy is to stop using the Website and the Services and cancel your subscription before the change takes effect. Where you have prepaid for a term that extends beyond that date, Clakta will refund the unused prepaid portion. If you continue to access or use the Website or the Services after a change takes effect, you are deemed to have accepted the amended Terms.
These Terms also apply, without limitation, to any new features, functionality, or tools added to the Website or the Services.
The current version of these Terms is available at any time at https://www.clakta.com/legal/terms, and the "Last updated" date at the top of this page shows when it was last revised. We encourage you to review these Terms periodically.
4. Definitions
In these Terms, the following expressions have the meanings given below:
"Account" means the account created by the Customer to access the Services, including all Projects, teams, workspaces, and user seats associated with it.
"Account Dashboard" means the area of the Services in which the Customer and its Authorized Users view their data and reports, manage Projects, integrations, Authorized Users, and settings, and manage their subscription and billing details.
"Aggregated Data" means data derived from Customer Data or Usage Data that has been aggregated and de-identified so that it does not identify, and cannot reasonably be used to identify, the Customer, any Authorized User, or any End User.
"Authorized User" means an individual whom the Customer invites or permits to access the Services under the Customer's Account, including employees, contractors, agency staff, and clients.
"Connected Platform" means any third-party service that the Customer connects to the Services, including advertising platforms (such as Meta Ads, Google Ads, and TikTok Ads), e-commerce and checkout platforms, payment providers, CRMs, and data warehouses.
"Customer Data" means all data, content, and information that the Customer or its Authorized Users submit to the Services, that the Tracking Technology collects from the Customer's Properties, or that Clakta retrieves from a Connected Platform on the Customer's instructions. Customer Data does not include Usage Data or Aggregated Data.
"Documentation" means the technical and product documentation published at https://www.clakta.com/docs, as updated from time to time.
"End User" means any visitor to, or customer of, a Customer Property whose interactions are measured through the Services.
"Force Majeure Event" means any event beyond the reasonable control of the affected party, including floods, earthquakes, and other natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action or restrictions, failures of the internet or of any public telecommunications network, power outages, cyberattacks, denial-of-service attacks, viruses, and other malicious software, provided that the resulting failure or delay could not have been avoided or prevented by reasonable precautions.
"Intellectual Property Rights" means all intellectual property rights anywhere in the world, whether registered or unregistered, registrable or not, in whole or in part, including copyrights, trade secrets, know-how, business and trade names, trademarks, trade dress, service marks, designs, patents, software, databases, and other original creations.
"Project" means a logical container within the Account under which a Property and its associated data, settings, and integrations are organized.
"Properties" means the websites, landing pages, stores, applications, and other digital properties that the Customer owns or controls and on which the Tracking Technology is deployed.
"Registration Information" means the information provided to create and maintain an Account, as described in Section 6.1.
"Services" means the Clakta analytics and marketing attribution platform, including the web application, the Account Dashboard, the Tracking Technology, the APIs, the Assistant and other AI-assisted features, dashboards and reports, integrations, notifications, support, and the Website.
"Tracking Technology" means the Clakta tracking script, server-side endpoints, SDKs, pixels, identifiers, and related components that the Customer deploys to collect events from its Properties and transmit them to the Services.
"Usage Data" means technical, statistical, and operational data generated by the operation of the Services, such as request volumes, latency, error rates, feature usage, and diagnostic logs.
"Website Content" has the meaning given in Section 12.1.
5. The Services
5.1 What Clakta does
The Services allow the Customer to:
a) Website analytics — measure visitors, sessions, pageviews, events, conversions, traffic sources, and on-site behavior; and
b) Marketing analytics and attribution — connect website activity, orders, and revenue back to the campaigns, ad sets, ads, and channels that generated them, and optionally send conversion signals back to Connected Platforms.
5.2 Right to use
Subject to the Customer's compliance with the Agreement and payment of all applicable fees, Clakta grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term of the Agreement, for the Customer's internal business purposes and in accordance with the Documentation.
5.3 Tracking Technology license
Clakta grants the Customer a limited license to install and run the Tracking Technology on Properties that the Customer owns or controls, solely to transmit data to the Customer's own Account. The Customer must not deploy the Tracking Technology on any property it does not own or control, modify or obfuscate it in a way that circumvents plan limits or privacy controls, or use it to collect data for the benefit of a third party except as expressly permitted under an agency or reseller plan.
5.4 Changes to the Services
Clakta continuously develops the Services and may add, modify, or discontinue features, integrations, metrics, attribution models, retention windows, and technical implementations. Clakta will not materially degrade the core functionality of a paid plan during a paid term without providing reasonable prior notice. Discontinuation of an integration by a Connected Platform, or a change imposed by a Connected Platform or by applicable law, is not a breach of the Agreement.
5.5 Beta features
Clakta may make features available on a beta, preview, early-access, or experimental basis ("Beta Features"). Beta Features are provided "as is", may be changed or removed at any time, are excluded from any service-level commitment, and may not be subject to the same security, support, or availability standards as generally available features. The Customer's use of Beta Features is at its own risk.
5.6 Assistant and AI-assisted features
The Services include an assistant and other features that use artificial intelligence to answer questions about the Customer's data, generate summaries and insights, and — where the Customer explicitly approves an action — create or modify configuration and records within the Account. The Customer acknowledges that:
a) AI-generated output may be incomplete, inaccurate, or misleading, and must be reviewed before being relied upon;
b) output is not professional, financial, tax, legal, or accounting advice, and business decisions taken on the basis of such output are the Customer's sole responsibility;
c) approving an action means the Customer authorizes the resulting change to its Account, and Clakta is not responsible for the consequences of an approved action; and
d) prompts and the data needed to answer them may be processed by Clakta's subprocessors, as described in the Privacy Policy, the Data Processing Addendum, and the Subprocessors list.
5.7 Nature of analytics and attribution data
The Customer acknowledges that measurement and attribution are inherently approximate. Figures produced by the Services may differ, sometimes materially, from figures reported by Connected Platforms, e-commerce platforms, payment processors, or other analytics tools, due to differences in attribution models and windows, lookback periods, time zones, currency conversion, deduplication rules, consent choices made by End Users, ad blockers, browser and operating system privacy restrictions, cookieless measurement, modeled or estimated data, platform API limitations, and outages.
The Services are provided as a decision-support tool. They are not a system of record for accounting, invoicing, tax, financial reporting, billing reconciliation, or regulatory filings, and must not be used as one. The Customer is solely responsible for verifying any figure against its own authoritative sources before relying on it.
6. Accounts and Authorized Users
6.1 Registration
To create an Account, you will be asked to provide your name, email address, and a password, or to sign in through a supported third-party identity provider, together with any team, billing, and tax details needed for the plan you select (collectively, the "Registration Information"). Members of the same organization may also join an existing Account through an invitation. You may be required to verify your email address.
The Registration Information must be accurate, complete, and current, and you must keep it up to date through the Account Dashboard or by contacting us. Clakta may, from time to time, change or add to the Registration Information required (updating the Privacy Policy accordingly where needed), and you agree to promptly provide any such information when requested.
If you provide information that is untrue, inaccurate, outdated, or incomplete, or if Clakta has reasonable grounds to suspect that it is, Clakta may suspend or terminate the Account and refuse current or future access to the Services.
6.2 Eligibility and authority
The Services may only be used by individuals who are at least 18 years old and have full legal capacity to enter into contracts. If you register on behalf of a company or other entity, you represent and warrant that you have the right, authority, and capacity to bind that entity to these Terms, and "Customer" refers to that entity.
6.3 Account security
The Customer is responsible for all activity that occurs under its Account and must keep all passwords, credentials, API keys, and access tokens confidential. Each login belongs to a single individual and must not be shared; seats may be reassigned when an individual stops using the Services.
Authorized Users should log out at the end of each session and take particular care when accessing the Account from a public or shared device. If you become aware of, or reasonably suspect, any loss, theft, unauthorized disclosure, or unauthorized use of the Account or its credentials, you must notify Clakta at support@clakta.com without undue delay.
Clakta may disable any password, API key, or other identifier, whether chosen by you or issued by us, if we reasonably believe it has been compromised or used in violation of these Terms. Clakta is not responsible for any loss or damage resulting from your failure to keep your credentials secure, or from someone else's use of your Account or credentials, with or without your knowledge.
6.4 Authorized Users
The Customer may invite Authorized Users and assign them roles and permissions. The Customer is responsible for ensuring that its Authorized Users comply with the Agreement, for their acts and omissions as if they were its own, and for promptly removing access from individuals who no longer require it.
6.5 Agency and multi-client use
Where a plan permits it, the Customer may operate the Services on behalf of its own clients. In that case the Customer remains the sole counterparty to Clakta, remains solely responsible for all fees and for compliance with the Agreement, and must ensure that its arrangements with its clients are consistent with these Terms. No contractual relationship is created between Clakta and the Customer's clients.
7. Free plans and trials
Clakta may offer free plans, trials, credits, or promotional access. Free and trial access may be limited in features, event volume, data retention, and support, and may be modified, suspended, or discontinued at any time. Free and trial access is provided "as is" and without any warranty or service-level commitment. Unless otherwise stated at signup, no payment card is required for a free plan, and Clakta will not begin charging until the Customer selects a paid plan.
Clakta may terminate and delete an Account that has been inactive on a free plan for a prolonged period, after providing reasonable notice to the email address on file.
8. Fees and payment terms
8.1 Plans and fees
Paid plans, event allowances, add-ons, and applicable fees are described on the Pricing page or in an order form. Prices shown on the Pricing page constitute an offer that the Customer accepts by selecting a plan and completing checkout. By selecting a paid plan, the Customer authorizes Dodo Payments (as defined in Section 8.2) to charge the payment method on file for all applicable fees, at the prices in effect when the charges are incurred, on a recurring basis, until the subscription is canceled.
8.2 Payment processing
Our order process is conducted by our online reseller Dodo Payments Inc. ("Dodo Payments"). Dodo Payments is the Merchant of Record for all our orders: it processes payments, issues invoices, collects applicable sales taxes, and handles order inquiries and refunds. Purchases are also subject to Dodo Payments' Buyer Terms.
Clakta does not collect or store full payment card numbers; it receives only the information needed to confirm the payment and manage the subscription, such as the card brand, expiry date, and last four digits. By submitting payment information, you represent and warrant that you are authorized to use the payment method provided, and you authorize us to share with Dodo Payments the information needed to complete the transaction.
If a payment is declined or fails, Clakta is not obliged to start or continue providing the paid Services, and any costs or fees resulting from the failed or declined payment are borne by the Customer.
8.3 Billing cycle and renewal
Subscriptions are billed in advance on a monthly or annual basis, beginning on the subscription start date, and renew automatically for successive terms of the same length unless canceled before the end of the then-current term. Cancellation takes effect at the end of the current billing period; access continues until then.
8.4 Usage limits and overages
Each plan includes a defined allowance (such as tracked events, visitors, Projects, seats, or data retention). If the Customer exceeds its allowance, Clakta may, as described on the Pricing page: charge overage fees, automatically move the Account to the applicable higher tier from the next billing cycle, or limit data collection until the Customer upgrades. Clakta will make reasonable efforts to notify the Customer before applying an automatic tier change. Usage recorded by Clakta's systems is the authoritative measurement for billing purposes.
8.5 Price changes
Clakta may change its prices, payment methods, introduce new charges, or modify plan allowances. Changes apply from the next renewal term and will be communicated by email or in-product notice at least thirty (30) days in advance. If the Customer does not accept a change, its remedy is to cancel before the change takes effect.
8.6 Taxes
Fees are exclusive of taxes, duties, withholdings, and similar charges, which the Customer is responsible for paying, except for taxes on Clakta's income. Where sales tax, VAT, or a similar tax applies, Dodo Payments calculates it and adds it at checkout, and it is shown on the invoice. The Customer must provide accurate billing and tax information; if incorrect information results in additional tax, interest, or penalties, the Customer is responsible for them.
8.7 Refunds
All subscription payments are generally non-refundable, including when the Customer changes its mind, except where required by applicable law or as expressly provided in Sections 3, 14, and 19.2 of these Terms. This includes partial billing periods, unused allowances, and periods during which the Customer did not use the Services. You may cancel your subscription at any time to prevent future charges. Upon cancellation, your subscription will remain active until the end of the current billing period. When a plan is downgraded, the unused part of the current billing period is credited toward the new plan and future invoices, not refunded. Clakta may, at its discretion, issue refunds or credits in other cases.
8.8 Late payment and failed charges
If a payment fails, Dodo Payments may retry the charge, and Clakta or Dodo Payments will contact the billing address on file. If fees remain unpaid, Clakta may suspend access to the Services and may charge interest and reasonable collection costs to the maximum extent permitted by applicable law. Suspension does not relieve the Customer of its obligation to pay outstanding amounts.
8.9 Chargebacks
Initiating a chargeback or payment dispute without first contacting Clakta at support@clakta.com, or Dodo Payments, is a breach of these Terms. Clakta may immediately suspend the Account upon receiving notice of a chargeback and may dispute it.
9. Electronic communications
9.1 Service and legal communications
By providing Clakta with your email address, you consent to receive electronic communications from us about the Services, including service announcements, security and billing notices, usage and plan-limit alerts, changes to these Terms, the Privacy Policy, and other legal and administrative notices. We may send them by email, through in-product notifications, or by posting them on the Website. You agree that these communications satisfy any legal requirement that such communications be in writing. They are part of the Services and you cannot opt out of them while you hold an Account; the only way to stop receiving them is to stop using the Services and close your Account.
9.2 Promotional communications
Where permitted by applicable law or with your consent, as described in the Privacy Policy, we may send you information about new features, plans, events, and offers from Clakta that we believe may interest you.
9.3 Opting out
You may opt out of promotional communications at any time by following the unsubscribe instructions in each message, by changing your notification preferences in the Account Dashboard where available, or as described in the Privacy Policy. Your opt-out will take effect within a reasonable time after we receive it, and does not affect the validity of these Terms or of any communication sent before it took effect.
10. Customer Data and data protection
10.1 Roles of the parties
As between the parties, the Customer is the controller (or equivalent role under applicable data protection law) of personal data collected through its Properties and processed in the Services, and Clakta acts as processor or service provider on the Customer's documented instructions. Clakta's processing of that personal data is governed by the Data Processing Addendum, which is incorporated into these Terms by reference. Clakta acts as controller with respect to account, billing, and website-visitor data described in the Privacy Policy.
10.2 Data protection laws
Clakta will comply with the laws, regulations, and guidelines on the collection, use, and disclosure of personal information that apply to it in providing the Website and the Services (the "Data Protection Laws"). Depending on the processing, these may include United States federal and state privacy laws, such as the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA"); Regulation (EU) 2016/679 (the "GDPR"); the UK General Data Protection Regulation and the Data Protection Act 2018 (the "UK GDPR"); Brazil's General Data Protection Law, Law No. 13,709/2018 (the "LGPD"); and any amendments to or successors of those laws.
Any personal information you provide to us is handled in accordance with the Privacy Policy.
10.3 Ownership and license
As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants Clakta a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, secure, support, and improve the Services in accordance with the Agreement, and to comply with applicable law.
10.4 The Customer's compliance obligations
The Customer represents, warrants, and undertakes that it will:
a) maintain a valid legal basis for the collection and processing of End User data through the Services, and obtain, record, and honor consent where required by applicable law (including cookie and similar-technology consent);
b) publish and maintain an accurate privacy notice and, where applicable, a cookie notice that discloses the use of analytics and attribution technologies, the categories of data collected, the transmission of data to Clakta and to Connected Platforms, and the rights available to End Users;
c) configure the Services — including consent modes, cookieless measurement, identifier handling, hashing, IP handling, and retention settings — consistently with its own legal obligations and its published notices;
d) respond to End User rights requests, and use the tools Clakta makes available to assist with them;
e) not upload, transmit, or otherwise make available through the Services any special categories of personal data or sensitive personal information (such as data revealing health, racial or ethnic origin, religious or philosophical beliefs, political opinions, trade union membership, genetic or biometric data, or data concerning sex life or sexual orientation), payment card numbers or full financial account credentials, government identification numbers, or precise geolocation data, unless expressly agreed in writing by Clakta; and
f) not knowingly use the Services to collect data from individuals who are minors under applicable law, or from Properties directed at children.
10.5 Usage Data and Aggregated Data
Clakta may collect and use Usage Data to operate, secure, troubleshoot, analyze, and improve the Services. Clakta may also create Aggregated Data and use it during and after the term of the Agreement for any lawful business purpose, including improving and developing the Services, producing benchmarks and research, and preparing marketing and educational materials. Clakta will not identify the Customer, any Authorized User, or any End User as the source of Aggregated Data, and will not disclose Customer Data in identifiable form except as permitted under the Agreement or required by law.
10.6 Hosting and location
When a team is created, the Customer selects the region in which its project data will be stored: the European Union or the United States. That selection is permanent — a team's region cannot be changed afterwards, there is no migration path, and moving to the other region requires creating a new team and setting it up from scratch, without historical data. Certain records, including user accounts, team and billing data, API keys, sales platform credentials, and support conversations, are held in the United States regardless of the region selected. The Privacy Policy and the Documentation describe what is stored where.
Clakta may change infrastructure providers within a region and will maintain a current list of subprocessors at https://www.clakta.com/legal/subprocessors.
10.7 Backups
The Customer is responsible for maintaining its own copies of data that are important to it. Clakta performs backups as part of normal operations but does not warrant that any particular data can be recovered, and the Services do not replace the Customer's own backup and archiving practices.
10.8 Shared responsibility for security
Clakta is responsible for the security of the infrastructure and software it uses to provide the Services, as described in the Data Processing Addendum. The Customer is responsible for the security of everything within its control, including:
a) keeping the passwords, API keys, access tokens, and other credentials of its Account and its Authorized Users confidential, and never exposing secret keys in client-side code, public repositories, or other publicly accessible locations;
b) using the security features the Services make available, such as passkeys, single sign-on, and roles and permissions, and granting each Authorized User only the access they need;
c) promptly removing access for individuals who no longer need it, and revoking or rotating any credential that may have been exposed;
d) securing its own devices, networks, Properties, and Connected Platform accounts; and
e) following the security recommendations published in the Documentation or otherwise communicated by Clakta.
Clakta is not responsible for any unauthorized access to, or loss, disclosure, alteration, or destruction of, Customer Data to the extent caused by the Customer's or its Authorized Users' failure to meet these responsibilities, by the use of credentials under their control, or by a Connected Platform or other Third-Party Service. Such an incident is not a breach of Clakta's obligations under the Agreement or the Data Processing Addendum, and the Customer bears the resulting costs, including investigation, remediation, and notification costs, regulatory fines, and claims by End Users or other third parties.
11. Connected Platforms and third-party services
11.1 Connected Platforms
When the Customer connects a Connected Platform, it authorizes Clakta to access, retrieve, and, where the Customer configures it, transmit data to that platform on the Customer's behalf, using the credentials and permissions the Customer provides. The Customer represents that it has the authority to grant that access and that its use of the connection complies with the applicable platform's terms, policies, and API requirements, including any requirements relating to conversion signals, hashed identifiers, and end-user consent.
Connected Platforms are controlled by third parties. Clakta does not warrant their availability, accuracy, security, or continued interoperability, and is not liable for any act, omission, change, rate limit, suspension, or termination by a Connected Platform, or for any consequence to the Customer's advertising accounts. A Connected Platform may change or withdraw access at any time, which may disable a feature of the Services.
11.2 Other third-party services
The Website and the Services may include embedded content from, or links to, third-party websites, applications, resources, and functions that Clakta does not own or control ("Third-Party Services"). The inclusion of a Third-Party Service does not imply any endorsement of, or association with, its operator.
You access Third-Party Services at your own risk. Clakta is not responsible for their content, functionality, accuracy, legality, security, or any other aspect, or for any loss or damage arising from your dealings with their operators. You are responsible for reading and complying with the terms and privacy policies that apply to them, for protecting your systems against malicious code, and for any costs or liabilities you incur in using them. If you believe a Third-Party Service linked from the Website is unlawful or inappropriate, please let us know.
12. Intellectual property
12.1 Clakta's rights
Clakta and its licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to the Website and the Services, including the software, Tracking Technology, APIs, models, algorithms, dashboards, Documentation, visual interfaces, graphics, designs, text, images, videos, code, and all trademarks, logos, and brand elements (collectively, the "Website Content"), excluding Customer Data. No rights are granted except as expressly stated in the Agreement, whether by implication, estoppel, or otherwise.
12.2 License to Website Content
Clakta grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and view the Website Content solely in connection with your permitted use of the Website and the Services. Unless you have Clakta's prior written consent, you may not copy, modify, publish, transmit, distribute, sell, create derivative works of, or otherwise exploit any Website Content, in whole or in part, except to the extent necessary to use the Services as intended or as expressly permitted by the Documentation. Downloading Website Content does not transfer any ownership interest in it to you, and you remain responsible for any damage to your systems or loss of data resulting from such a download.
Clakta may revoke this license at any time if you breach these Terms. Unauthorized use of the Website Content may infringe the Intellectual Property Rights of Clakta or of third parties and may be subject to civil and criminal penalties.
12.3 Third-party marks
Third-party trademarks, service marks, product names, company names, and logos displayed on the Website, including those of Connected Platforms, are the property of their respective owners. A reference to any third-party product or service does not constitute or imply endorsement, sponsorship, or recommendation by Clakta, or by that third party of Clakta.
12.4 Feedback
"Feedback" means any suggestion, idea, feature request, enhancement request, bug report, recommendation, or other comment about the Website or the Services that the Customer or its Authorized Users provide to Clakta, through any channel. Feedback does not include Customer Data.
All Feedback, and all Intellectual Property Rights in it, belong exclusively to Clakta. The Customer hereby assigns, and will cause its Authorized Users to assign, to Clakta all right, title, and interest in and to all Feedback and, to the extent that assignment is not effective under applicable law, grants Clakta an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use and exploit it for any purpose. To the extent permitted by law, the Customer waives, and will cause its Authorized Users to waive, any moral rights in Feedback.
Any code, feature, product, improvement, or other work that Clakta develops, whether or not based on or inspired by Feedback, is owned exclusively by Clakta. The Customer acquires no right, title, interest, license, or credit in or to it, and is not entitled to any compensation, royalty, or attribution. Clakta has no obligation to keep Feedback confidential or to implement it.
12.5 Publicity
Clakta may identify the Customer as a customer and use the Customer's name and logo on its website and in marketing materials, in a manner consistent with the Customer's brand guidelines where provided. The Customer may withdraw this permission at any time by writing to support@clakta.com.
13. Acceptable use
You are responsible for all of your interactions with Clakta and with the Website and the Services. To keep the Services safe and reliable for every customer, you must not, and must not permit any Authorized User or third party to:
a) use the Website or the Services in violation of any applicable international, federal, state, or local law or regulation, including data protection, consumer protection, advertising, anti-spam, export control, and sanctions laws, or other than for their intended purpose;
b) deploy the Tracking Technology on any property you do not own or control, or collect data about individuals in a way that is deceptive, or that circumvents consent, browser privacy settings, or platform policies;
c) attempt to re-identify de-identified or anonymized data, or combine Services data with other data for the purpose of identifying an individual in a way that is inconsistent with your notices or applicable law;
d) resell, sublicense, rent, lease, time-share, or otherwise commercially exploit the Services except as expressly permitted under an agency or reseller plan;
e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying models of the Services, except to the extent this restriction is prohibited by applicable law;
f) access or use the Services, the Documentation, or Clakta's confidential information to build or assist in building a competing product or service, or to benchmark the Services for publication without Clakta's prior written consent;
g) send artificially inflated, fabricated, duplicated, or automated event traffic, or otherwise manipulate event volume, usage metrics, or plan limits;
h) probe, scan, or test the vulnerability of the Services, hack or interfere with the Website, its servers, or any connected networks, or breach or circumvent any security or authentication measure, except under a written authorization from Clakta;
i) upload or transmit malicious code, or interfere with, disrupt, or place an unreasonable load on the Services or their underlying infrastructure, including through excessive or abusive API use;
j) use any robot, spider, scraper, or other automated means to access, crawl, scrape, or index the Website, other than through the APIs and in accordance with the Documentation;
k) obtain or attempt to obtain passwords, Registration Information, or other personal information of other users, or harvest information about other users without their consent;
l) defame, abuse, harass, threaten, or otherwise violate the legal rights of Clakta, its personnel, or any other person, or send Clakta content that is unlawful, infringing, obscene, or that promotes hatred, discrimination, or violence;
m) remove, obscure, or alter any copyright, trademark, or other proprietary notice of Clakta or its licensors;
n) use the Services in connection with content or businesses that are unlawful in the relevant jurisdiction, including fraud, pyramid schemes, malware distribution, phishing, or the sale of prohibited goods; or
o) encourage, assist, or enable any third party to do any of the above.
Clakta may impose reasonable technical limits (such as rate limits, event limits, retention limits, and API quotas) to protect the stability of the Services. A breach of this Section 13 may result in immediate suspension or termination under Section 20, and Clakta may take appropriate investigative and legal action.
13.1 Sanctions and export
You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions or other applicable sanctions, and that you are not a person or entity designated on any applicable restricted-party list. Clakta may restrict the availability of the Services in any jurisdiction.
13.2 Claims against you
You must inform Clakta promptly if anyone makes or threatens to make a legal claim against you relating to your use of the Website or the Services that may involve Clakta.
14. Availability, support, and maintenance
Clakta will use commercially reasonable efforts to keep the Website and the Services available and to respond to support requests submitted to support@clakta.com during normal business hours. Current operational status is published at https://status.clakta.com.
Clakta may perform scheduled maintenance, system updates, or other changes, and will use reasonable efforts to schedule them outside peak hours and to give advance notice of maintenance expected to cause significant interruption. Emergency maintenance may be performed without notice.
The Services may not function properly with every browser, device, or operating system. Unless the Customer has a separate written service-level agreement, Clakta makes no uptime commitment, and no credits or refunds are due for unavailability, including unavailability caused by planned maintenance, a Force Majeure Event, a Connected Platform, or any breach of these Terms by any user.
Within the limits of applicable law, Clakta may decide to discontinue the Services altogether. In that case, Clakta will give the Customer reasonable prior notice, refund any prepaid fees for the period after discontinuation, and make Customer Data available for export in accordance with Section 21.
15. Confidentiality
Each party may receive confidential information of the other, including non-public technical, product, commercial, pricing, and security information. The receiving party will use the disclosing party's confidential information only as necessary to perform under the Agreement, will protect it with at least reasonable care, and will disclose it only to personnel and advisors who need to know it and who are bound by confidentiality obligations at least as protective. Customer Data is protected under Section 10 and the Data Processing Addendum rather than this Section 15.
These obligations do not apply to information that is or becomes public without breach, was lawfully known without a duty of confidentiality before disclosure, or is independently developed without reference to the confidential information. A party may disclose confidential information where required by law or a competent authority, and will, where legally permitted, give the other party reasonable prior notice.
These obligations continue for the term of the Agreement and for five (5) years thereafter, and, for trade secrets, for as long as the information remains a trade secret under applicable law.
16. Representations and warranties
16.1 Mutual
Each party represents and warrants that: (i) it has the power and authority to enter into and perform the Agreement; (ii) entering into and performing the Agreement does not, to the best of its knowledge, violate any other agreement to which it is a party; and (iii) the Agreement constitutes a legal, valid, and binding obligation on it.
16.2 By Clakta
Clakta represents and warrants that it owns or has the necessary rights and licenses to operate the Website and provide the Services as described in the Agreement, and that it will provide the Services in compliance with the laws that apply to Clakta as their provider.
16.3 By the Customer
The Customer represents and warrants that: (i) all Registration Information and other information it provides to Clakta is true, accurate, current, and complete; (ii) it has all rights, consents, and legal bases necessary for Clakta to process Customer Data as contemplated by the Agreement; (iii) Customer Data and the Customer's Properties do not infringe any third-party right, including Intellectual Property Rights and rights of privacy or publicity, or violate any applicable law; and (iv) it will use the Website and the Services only for the purposes permitted by these Terms.
17. Disclaimer of warranties
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND THE SERVICES, INCLUDING ALL CONTENT, DATA, AND INFORMATION PROVIDED THROUGH THEM, ARE PROVIDED "AS IS" AND "AS AVAILABLE". CLAKTA DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CLAKTA DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY METRIC, ATTRIBUTION RESULT, MODELED VALUE, FORECAST, OR AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR RECONCILABLE WITH ANY THIRD-PARTY SOURCE; OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR COMMERCIAL, ADVERTISING, OR REVENUE RESULT. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ITS ADVERTISING SPEND AND FOR ALL BUSINESS DECISIONS MADE USING THE SERVICES.
Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. These disclaimers apply only to the extent permitted by applicable law.
18. Limitation of liability
18.1 Excluded damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, ADVERTISING SPEND, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR LOSS, CORRUPTION, OR INACCURACY OF DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, THE WEBSITE, OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.
18.2 Liability cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO CLAKTA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE THE SERVICES WERE PROVIDED FREE OF CHARGE, CLAKTA'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
18.3 Exceptions
The limitations in Sections 18.1 and 18.2 do not apply to the Customer's payment obligations, either party's indemnification obligations, breach of Section 15 (Confidentiality), or liability arising from fraud, gross negligence, or willful misconduct, or to any liability that cannot be limited or excluded under applicable law.
18.4 Acts of others
Clakta is not in breach of the Agreement to the extent its performance is prevented or delayed by an act or omission of the Customer, its Authorized Users, a Connected Platform, or any other third party. Clakta is not liable for any defamatory, offensive, or unlawful conduct of any user or third party.
18.5 Allocation of risk
The parties agree that these limitations reflect a reasonable allocation of risk and form an essential basis of the bargain, and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations may not apply to you; in that case, Clakta's liability will be limited to the minimum extent permitted by that law.
19. Indemnification
19.1 By the Customer
The Customer will defend, indemnify, and hold harmless Clakta and its affiliates, members, managers, officers, employees, agents, and contractors from and against any third-party claim, and any resulting loss, damage, liability, penalty, fine, settlement, and reasonable legal cost, arising out of or relating to: (a) Customer Data or the Customer's Properties, including any claim that they infringe the Intellectual Property Rights, privacy rights, or other rights of a third party; (b) the Customer's collection, use, or disclosure of End User data, including any failure to obtain required consent or provide required notices; (c) the Customer's use of a Connected Platform or breach of a Connected Platform's terms; (d) the Customer's breach of the Agreement, including its representations and warranties, or of applicable law; (e) the acts or omissions of its Authorized Users or clients; or (f) any security incident affecting Customer Data to the extent caused as described in Section 10.8.
19.2 By Clakta
Clakta will defend the Customer against any third-party claim alleging that the Services, when used in accordance with the Agreement, infringe that third party's Intellectual Property Rights, and will pay damages finally awarded or amounts agreed in settlement. This obligation does not apply to claims arising from Customer Data, Connected Platforms, Third-Party Services, modifications not made by Clakta, use in combination with anything not supplied by Clakta, or continued use after Clakta has provided a non-infringing alternative.
If the Services become, or in Clakta's reasonable opinion are likely to become, the subject of an infringement claim, Clakta may at its option obtain the right for the Customer to continue using the Services, modify or replace the affected functionality with materially equivalent functionality, or terminate the affected Services on notice and refund any prepaid, unused fees for the terminated portion.
19.3 Procedure
The party seeking indemnification must promptly notify the other in writing, give the indemnifying party sole control of the defense and settlement (provided that no settlement imposing a non-monetary obligation may be made without consent), and provide reasonable cooperation at the indemnifying party's expense.
19.4 Sole remedy
Section 19.2 states Clakta's entire liability and the Customer's exclusive remedy for any claim of intellectual property infringement.
20. Suspension, termination, and unlawful activity
20.1 Term
The Agreement begins when the Customer first accesses the Website or the Services and continues until all subscriptions have expired or been terminated and the Account is closed.
20.2 Investigations
Clakta may investigate complaints or suspected violations of these Terms and take any action it considers appropriate, including reporting suspected unlawful activity to law enforcement, regulators, or other competent authorities and disclosing to them the information reasonably necessary for that purpose, such as account details, usage history, IP addresses, and traffic information, subject to applicable law and to the Data Processing Addendum.
20.3 Suspension
Clakta may suspend all or part of the Account, disable credentials, or remove access to specific features, with notice where reasonably practicable, if: (a) fees are overdue or a chargeback is received; (b) Clakta reasonably believes the Customer is in breach of Section 10 (Customer Data and data protection) or Section 13 (Acceptable use); (c) the Account poses a security, legal, or stability risk to the Services or to others, including through concurrent use of shared credentials or tampering with the Services; or (d) Clakta is required to do so by law or by a competent authority. Where notice before suspension is not possible because of a legal requirement or to prevent imminent harm, Clakta will notify the Customer as soon as reasonably practicable afterwards, to the extent permitted by law. Clakta will lift the suspension once the underlying cause is resolved.
20.4 Termination by the Customer
The Customer may cancel a subscription at any time from within the Services, effective at the end of the then-current billing period, and may terminate these Terms by ceasing to use the Website and the Services and closing its Account.
20.5 Termination by Clakta for convenience
Clakta may terminate a free plan at any time on reasonable notice, and may terminate a paid subscription for convenience by giving notice effective at the end of the then-current term.
20.6 Termination for cause
Either party may terminate the Agreement on written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days of receiving notice, or if the breach is incapable of cure. Clakta may terminate immediately for non-payment, for a breach of Section 13, for unlawful activity, or if the Customer becomes insolvent or subject to bankruptcy or similar proceedings.
Where Clakta suspends or terminates an Account in accordance with this Section 20, it will not be liable to the Customer for any compensation, damages, or reimbursement arising from that suspension or termination, except as expressly provided in these Terms.
21. Effect of termination and survival
21.1 Effect of termination
On termination or expiration: the Customer's right to access the Website and the Services ends immediately; the Customer must stop using the Tracking Technology and remove it from its Properties; and all accrued fees become immediately due. Clakta will make Customer Data available for export for thirty (30) days after termination, unless the Account was terminated for a breach of Section 13 or for unlawful activity, after which Clakta may permanently delete Customer Data in accordance with the Data Processing Addendum and its retention practices. This does not apply to Usage Data or Aggregated Data.
21.2 Survival
Sections that by their nature should survive termination will survive, including Sections 4, 8 (for amounts owed), 10.3, 10.5, 10.8, 12, 15, 16.3, 17, 18, 19, 21, 22, 23, and 24.
22. Governing law and dispute resolution
22.1 Governing law
These Terms and the Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.2 Informal resolution
Before starting formal proceedings, the parties will attempt in good faith to resolve any dispute by contacting each other in writing and negotiating for at least thirty (30) days. The Customer's notice must be sent to support@clakta.com.
22.3 Arbitration
Any dispute, controversy, or claim arising out of, relating to, or concerning these Terms or the Agreement, including their breach, termination, or validity, that is not resolved under Section 22.2 will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in force at the time. The arbitration will be conducted by a single arbitrator, in English, and the seat of arbitration will be New York, New York, United States. Judgment on the award may be entered in any court of competent jurisdiction. Each party irrevocably waives any right to object to proceedings being brought in that forum, to claim that the forum is inconvenient, or to claim that the forum lacks jurisdiction.
22.4 Injunctive relief
Either party may nonetheless seek injunctive or other urgent relief in any court of competent jurisdiction to protect its Intellectual Property Rights or confidential information, or to prevent unauthorized use of the Services.
22.5 Mandatory rights
Nothing in this Section 22 limits any mandatory right the Customer may have under the law of its place of establishment that cannot be waived by contract.
23. Severability
If any provision of these Terms is held unlawful, void, or unenforceable, that holding affects only that provision, which will be modified to the minimum extent necessary to make it enforceable while reflecting the parties' original intent as closely as possible. The remaining provisions will remain in full force and effect. A provision held unenforceable in one jurisdiction remains valid and enforceable in every other jurisdiction.
24. Miscellaneous provisions
24.1 Entire agreement and precedence. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous written or oral agreements and communications on that subject matter. In case of conflict, the order of precedence is: (i) a signed order form or written agreement; (ii) the Data Processing Addendum, for matters of personal data processing; (iii) these Terms; (iv) the Privacy Policy and other referenced policies.
24.2 Assignment. The Customer may not assign or transfer the Agreement, or any right or obligation under it, without Clakta's prior written consent, except that it may assign the Agreement in full, without consent, to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to Clakta. Clakta may assign, transfer, or subcontract any or all of its rights and obligations under the Agreement, taking the Customer's legitimate interests into account. Any other attempted assignment is void.
24.3 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.
24.4 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by a Force Majeure Event.
24.5 Notices. Clakta may give notice by email to the address on the Account or through an in-product notification. The Customer must send legal notices to support@clakta.com and may also send them by mail or courier to Clakta's registered address stated in Section 1. Notices are deemed received on the day of sending, or the next business day if sent outside business hours.
24.6 Waiver. A party's failure or delay in enforcing any right or provision is not a waiver of it, and no waiver of any provision is a further or continuing waiver of that or any other provision.
24.7 Remedies not exclusive. Except as expressly stated in these Terms, the rights and remedies under the Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.
24.8 No third-party beneficiaries. The Agreement does not confer rights on anyone other than the parties and their permitted assigns.
24.9 Headings and interpretation. Headings are for reference only and do not affect the interpretation of these Terms. Unless the context requires otherwise: (i) the singular includes the plural and vice versa; (ii) "including" and similar words mean "including without limitation"; (iii) a reference to a law includes any amendment, consolidation, or replacement of it; and (iv) a reference to a person includes a natural person, company, partnership, association, government body, or other legal entity.
24.10 No strict construction. These Terms will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise in favor of or against either party by virtue of authorship.
24.11 Independent legal advice. The Customer acknowledges that it has read these Terms, agrees with their provisions, and has had the opportunity to seek independent legal advice before accepting them.
24.12 Language. These Terms are drafted in English, which is the official language of the Agreement. Any translation, including the Portuguese (Brazil) version, is provided for convenience only, and in the event of any divergence, omission, or doubt as to interpretation, the English version prevails. The same applies to the Privacy Policy, the Data Processing Addendum, and the other referenced policies.
25. Contact information
You may send questions, complaints, or concerns about the Website, the Services, or these Terms to support@clakta.com, or by mail to Clakta LLC, 30 N Gould St, STE R, Sheridan, Wyoming 82801, United States.