Terms of Service
Last updated: August 31, 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 SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
These Terms of Use (the "Terms") are entered into between Clakta LTDA ("Clakta", "we", "us", or "our"), and the individual or entity that accesses or uses the Services ("Customer", "you", or "your").
These Terms, together with the Privacy Policy, the Data Processing Agreement, 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.
1. Definitions
"Account" means the account created by the Customer to access the Services, including all Projects, workspaces, and user seats associated with it.
"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.
"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.
"Project" means a logical container within the Account under which a Property and its associated data, settings, and integrations are organized.
"Services" means the Clakta analytics and marketing attribution platform, including the web application, the Tracking Technology, the APIs, the Assistant feature, dashboards and reports, integrations, notifications, support, and the website at https://www.clakta.com.
"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.
2. The Services
2.1 What Clakta does
Clakta is an analytics platform built to help businesses understand their website, users, and marketing performance. 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.
2.2 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.
2.3 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.
2.4 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.
2.5 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.
2.6 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 Agreement, and the Subprocessors list.
2.7 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.
3. Accounts, Authorized Users, and eligibility
3.1 Registration
The Customer must provide accurate, complete, and current registration and billing information and keep it up to date. If the Customer registers on behalf of an entity, the person accepting these Terms represents that they have authority to bind that entity, and "Customer" refers to that entity.
3.2 Age and capacity
The Services may only be used by individuals who are at least 18 years old and have full legal capacity to enter into contracts.
3.3 Authorized Users
The Customer may invite Authorized Users and assign them roles and permissions. The Customer is responsible for all activity that occurs under its Account, for ensuring that its Authorized Users comply with the Agreement, and for promptly removing access from individuals who no longer require it. Access credentials are personal and must not be shared between individuals; seats may be reassigned when an individual stops using the Services.
3.4 Security of credentials
The Customer must keep all credentials, API keys, and access tokens confidential and must notify Clakta at [email protected] without undue delay upon becoming aware of any unauthorized access to or use of the Account.
3.5 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.
4. 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.
5. Customer Data, privacy, and compliance
5.1 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 on the Customer's documented instructions. Clakta's processing of that personal data is governed by the Data Processing Agreement, 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.
5.2 Ownership
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.
5.3 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 (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.
5.4 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.
5.5 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.
5.6 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.
5.7 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.
6. Acceptable use
The Customer must not, and must not permit any Authorized User or third party to:
a) use the Services in violation of any applicable law, including data protection, consumer protection, advertising, anti-spam, export control, and sanctions laws;
b) deploy the Tracking Technology on any property the Customer does 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 the Customer's 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, 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 or place an unreasonable load on the Services or their underlying infrastructure, including through excessive or abusive API use; or
j) use the Services in connection with content or businesses that are unlawful in the relevant jurisdiction, including fraud, malware distribution, phishing, or the sale of prohibited goods.
Clakta may impose reasonable technical limits (such as rate limits, event limits, retention limits, and API quotas) to protect the stability of the Services.
6.1 Sanctions and export
The Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and is not a person or entity designated on any applicable restricted-party list. Clakta may restrict the availability of the Services in any jurisdiction.
7. Fees, billing, and taxes
7.1 Plans and fees
Paid plans, event allowances, add-ons, and applicable fees are described on the Pricing page or in an order form. By selecting a paid plan, the Customer authorizes Clakta and its payment processors to charge the payment method on file for all applicable fees, on a recurring basis, until the subscription is canceled.
7.2 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.
7.3 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.
7.4 Price changes
Clakta may change its prices, 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.
7.5 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. 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.
7.6 Refunds
Except where required by mandatory applicable law or expressly stated otherwise in writing, all fees are non-refundable, including for partial billing periods, unused allowances, downgrades, and periods during which the Customer did not use the Services. Clakta may, at its discretion, issue a refund or credit — for example, where a charge was clearly made in error and the Customer notifies Clakta promptly and has not made substantive use of the Services under that charge.
7.7 Late payment and failed charges
If a payment fails, Clakta may retry the charge and 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.
7.8 Chargebacks
Initiating a chargeback or payment dispute without first contacting Clakta at [email protected] is a breach of these Terms. Clakta may immediately suspend the Account upon receiving notice of a chargeback and may dispute it.
8. Support, availability, and maintenance
Clakta will use commercially reasonable efforts to keep the Services available and to respond to support requests submitted to [email protected] during normal business hours. Current operational status is published at https://www.clakta.com/status.
Clakta may perform scheduled maintenance and will use reasonable efforts to schedule it outside peak hours and to give advance notice for maintenance expected to cause significant interruption. Emergency maintenance may be performed without notice.
Unless the Customer has a separate written service-level agreement, Clakta makes no uptime commitment, and no credits or refunds are due for unavailability.
9. Intellectual property
9.1 Clakta's rights
Clakta and its licensors retain all right, title, and interest in and to the Services, including the software, Tracking Technology, APIs, models, algorithms, dashboards, Documentation, designs, and all trademarks, logos, and brand elements. No rights are granted except as expressly stated in the Agreement.
9.2 Feedback
If the Customer or an Authorized User provides suggestions, feature requests, or other feedback, Clakta may use it without restriction or obligation, and the Customer grants Clakta a perpetual, irrevocable, worldwide, royalty-free license to exploit that feedback for any purpose.
9.3 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 [email protected].
10. 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.
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.
11. Warranties and disclaimers
11.1 Mutual warranties
Each party warrants that it has the authority to enter into the Agreement and that doing so does not breach any other agreement binding on it.
11.2 Customer warranties
The Customer warrants that it has all rights, consents, and legal bases necessary for Clakta to process Customer Data as contemplated by the Agreement, and that Customer Data and the Customer's Properties do not infringe any third-party right or violate any applicable law.
11.3 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". CLAKTA DISCLAIMS ALL OTHER WARRANTIES, 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 TRADE USAGE. CLAKTA DOES NOT WARRANT THAT 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.
12. Indemnification
12.1 By the Customer
The Customer will defend, indemnify, and hold harmless Clakta and its affiliates, officers, directors, employees, and agents 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; (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 or of applicable law; or (e) the acts or omissions of its Authorized Users or clients.
12.2 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 materials, 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.
12.3 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.
12.4 Sole remedy
Section 12.2 states Clakta's entire liability and the Customer's exclusive remedy for any claim of intellectual property infringement.
13. Limitation of liability
13.1 Excluded damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, 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, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
13.2 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 R$ 500,00.
13.3 Exceptions
The limitations in Sections 13.1 and 13.2 do not apply to the Customer's payment obligations, either party's indemnification obligations, breach of confidentiality obligations, or liability arising from fraud, willful misconduct, or any liability that cannot be limited or excluded under applicable law.
13.4 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.
14. Suspension, term, and termination
14.1 Term
The Agreement begins when the Customer first accesses the Services and continues until all subscriptions have expired or been terminated and the Account is closed.
14.2 Suspension
Clakta may suspend all or part of the Account, 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 5 (Customer Data, privacy, and compliance) or Section 6 (Acceptable use); (c) the Account poses a security, legal, or stability risk to the Services or to others; or (d) Clakta is required to do so by law or by a competent authority. Clakta will lift the suspension once the underlying cause is resolved.
14.3 Termination for convenience
The Customer may cancel a subscription at any time from within the Services, effective at the end of the then-current billing period. 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.
14.4 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 6, or if the Customer becomes insolvent or subject to bankruptcy or similar proceedings.
14.5 Effect of termination
On termination or expiration: the Customer's right to access 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 6 or for unlawful activity, after which Clakta may permanently delete Customer Data in accordance with the Data Processing Agreement and its retention practices. This does not apply to Usage Data or Aggregated Data.
14.6 Survival
Sections that by their nature should survive termination will survive, including Sections 1, 5.2, 5.5, 9, 10, 11.3, 12, 13, 14.5, 14.6, 16, and 17.
15. Changes to these Terms
Clakta may update these Terms from time to time. For material changes, Clakta will provide at least thirty (30) days' notice by email or in-product notice before they take effect. Non-material changes (such as clarifications, corrections, or updates to links) take effect when published. Continued use of the Services after the effective date constitutes acceptance. If the Customer does not accept a material change, its remedy is to stop using the Services and cancel before the change takes effect; where the Customer has prepaid for a term that extends beyond that date, Clakta will refund the unused prepaid portion.
16. Governing law and disputes
The Agreement is governed by and construed exclusively in accordance with the laws of the Federative Republic of Brazil, excluding any conflict-of-law rule that would point to another jurisdiction and excluding the United Nations Convention on Contracts for the International Sale of Goods.
The parties elect the courts of the judicial district (comarca) of Florianópolis, State of Santa Catarina, Brazil, as exclusively competent to hear any dispute arising out of the Agreement, waiving any other forum however privileged. Either party may nonetheless seek injunctive or other urgent relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Any judicial proceeding relating to the Agreement will be conducted in Portuguese, and supporting documents will be submitted in Portuguese or accompanied by a translation.
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.
Nothing in this Section limits any mandatory right the Customer may have under the law of its place of establishment.
17. General
17.1 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions and agreements. In case of conflict, the order of precedence is: (i) a signed order form or written agreement; (ii) the Data Processing Agreement, for matters of personal data processing; (iii) these Terms; (iv) the Privacy Policy and other referenced policies. Where the Portuguese (Brazil) version of any of those documents conflicts with a translation into another language, the Portuguese version prevails.
17.2 Assignment. Neither party may assign the Agreement without the other's written consent, except that either party may assign it in full, without consent, to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any other attempted assignment is void.
17.3 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.
17.4 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, labor disputes, government action, failures of telecommunications or internet infrastructure, power outages, cyberattacks, and denial-of-service attacks.
17.5 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 [email protected] and, where an address is published for that purpose, to Clakta's registered address. Notices are deemed received on the day of sending, or the next business day if sent outside business hours.
17.6 Waiver and severability. A failure to enforce any provision is not a waiver of it. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.
17.7 No third-party beneficiaries. The Agreement does not confer rights on anyone other than the parties and their permitted assigns.
17.8 Language. These Terms are drafted in Portuguese (Brazil), which is the official language of the Agreement. Any version in another language, including this one, is a convenience translation, and in the event of any divergence, omission, or doubt as to interpretation, the Portuguese (Brazil) version prevails in full. The same applies to the Privacy Policy, the Data Processing Agreement, and the other referenced policies. Communications between the parties relating to the Agreement will be conducted in Portuguese, unless Clakta agrees otherwise in writing.