Effective Date: January 5, 2026
THESE TERMS OF SERVICE ("TERMS") GOVERN THE ACCESS TO AND/OR USE OF CLEARSKIES - THE AGENT BUILDER FOR REVENUE TEAMS (THE "CLEARSKIES SERVICE" OR "SERVICE"), AND ARE PART OF A LEGAL CONTRACT BETWEEN SCRATCHPAD, INC. ("SCRATCHPAD", "WE" OR "US") AND PERSONS OR ENTITIES ("CUSTOMER" OR "YOU") SEEKING TO ACCESS AND/OR USE THE CLEARSKIES SERVICE.
THIS AGREEMENT GOVERNS THE CLEARSKIES SERVICE ONLY. USE OF OTHER SCRATCHPAD PRODUCTS, INCLUDING THE SCRATCHPAD SERVICE AVAILABLE AT WWW.SCRATCHPAD.COM, IS GOVERNED BY SEPARATE TERMS AVAILABLE AT HTTPS://WWW.SCRATCHPAD.COM/LEGAL/TERMS-OF-SERVICE.
BY CREATING AN ACCOUNT, ACCESSING, OR USING THE CLEARSKIES SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND OUR PRIVACY POLICY (COLLECTIVELY, THE "AGREEMENT"). IF YOU ACCESS OR USE THE SERVICE ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT TO SCRATCHPAD THAT YOU HAVE THE ACTUAL AUTHORITY TO BIND SUCH ENTITY TO THE AGREEMENT. WE RESERVE THE RIGHT TO MODIFY THESE TERMS OR THE SERVICE AT ANY TIME, WITH SUCH CHANGES BECOMING EFFECTIVE WHEN WE POST THE MODIFIED TERMS OR NOTICE OF SUCH MODIFICATIONS TO OUR WEBSITE OR TO THE SERVICE. YOUR USE OF THE SERVICES FOLLOWING ANY SUCH MODIFICATION(S) SHALL BE DEEMED ACCEPTANCE OF SUCH MODIFICATIONS.
IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS IN THE AGREEMENT, YOU SHOULD NOT ACCESS OR USE THE SERVICE, BECAUSE BY ACCESSING OR USING THE SERVICE, YOU IRREVOCABLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT.
CERTAIN CUSTOMERS MAY ENTER INTO A SEPARATE WRITTEN AGREEMENT, INCLUDING AN ORDER FORM, WITH SCRATCHPAD (EACH, A "CUSTOMER AGREEMENT") THAT GOVERNS THEIR USE OF THE SERVICE. WHERE A CUSTOMER ENTERS INTO SUCH CUSTOMER AGREEMENT, THAT CUSTOMER AGREEMENT WILL GOVERN CUSTOMER AND ITS AUTHORIZED USERS ACCESS TO AND USE OF THE SERVICE AND, TO THE EXTENT OF ANY CONFLICT, SHALL SUPERSEDE THESE TERMS.
"Account Information" means the username, password, email address, and other information used to authenticate an Authorized User's identity when accessing the Service.
"Account Portal" means Customer's account management interface for the Service, where Customer can view and manage billing, usage, and account settings.
"Affiliate" means an entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity, where "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Applicable Law" means, with respect to any party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such party or any of its properties, assets, or business operations.
"Authorized User" means any employee or contractor of Customer or its Affiliates who is authorized by Customer to access and use the Service under this Agreement.
"Confidential Information" means business, technical, or financial information relating to a party's business that is disclosed to the other party and is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
"Customer Data" means (i) any data and information that Customer or its Authorized Users submit to the Service, including Personal Information; (ii) Third-Party Data; (iii) Input; and (iv) Output.
"Documentation" means the documentation provided by Scratchpad at clearskies.cc/docs that describes the functionality, features, operating characteristics, and use of the Service.
"Fee Schedule" means Scratchpad's then-current pricing for the Service, as published at https://www.clearskies.cc/pricing, displayed in the Account Portal, or set forth in an applicable Order Form.
"Fees" means all fees payable by Customer to Scratchpad for the Service, as set forth in the applicable Order Form or, in the absence of an Order Form, in accordance with the Fee Schedule.
"Free Tier" means any portion of the Service made available by Scratchpad at no charge, subject to the limitations and conditions specified in the Fee Schedule or Account Portal.
"Input" means any information, materials, or data provided as input to the Service by Authorized Users.
"Order Form" means a written or electronic ordering document specifying the Services to be provided hereunder that is entered into between Scratchpad and Customer, including any addenda and supplements thereto. To the extent Customer creates an account with Scratchpad for use of the Services without executing a separate Order Form, the Default Terms below shall constitute the Order Form for purposes hereunder.
"Output" means the output generated by the Service by processing Input.
"Personal Information" means any information (i) that can be used to identify, contact, or precisely locate a natural person, household, or device; or (ii) defined as "personal data," "personal information," "personally identifiable information," or "individually identifiable health information" under any Applicable Laws, that is processed by or on behalf of Scratchpad through the Service.
"Third-Party AI Models" means AI models provided by third parties, including open source AI models or commercial AI models, that are used by the Service.
"Third-Party Data" means data extracted, received, and/or obtained from Third-Party Services to which Customer connects through the Services.
"Third-Party Services" means third-party applications, platforms, or services that may connect or integrate with the Service or that Customer uses in connection with the Service, including but not limited to Salesforce, HubSpot, Microsoft, Google, Gong, and Slack.
"Usage" means Customer's consumption of the Service as measured by Scratchpad in accordance with the applicable Fee Schedule.
2.1 During the Term and subject to the terms and conditions of this Agreement, Scratchpad will use commercially reasonable efforts to provide Customer and its Affiliates access to the features and functions of the Clearskies Service applicable to the level purchased by Customer. Subject to the terms and conditions of this Agreement, Scratchpad hereby grants Customer during the subscription term for the level purchased a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to permit Authorized Users to access and use the Clearskies Service solely for Customer's internal business purposes.
2.2 The individual initially creating an account for the Service, or another person designated by such individual or specified in an Order Form, shall serve as the administrator for Customer's account ("Customer Designated Admin"). The Customer Designated Admin may exercise administrative functions with respect to Authorized User accounts, including assignment or removal of individuals as Authorized Users.
Each Authorized User account shall be for a designated individual. Customer shall not permit the sharing of Authorized User login credentials or accounts among multiple individuals. Customer shall remain responsible for the compliance of all Authorized Users with the terms and conditions of this Agreement.
2.3 If you create a Customer Account or login to the Service, authentication will be performed by Google OAuth or Microsoft OAuth. Based on your domain, you will automatically be connected to the appropriate tenant that pertains to your domain. If no account exists at the time of authentication, Scratchpad will create an Authorized User account and automatically associate it with the applicable Customer Account.
2.4 You acknowledge and agree that (i) all Authorized User accounts shall be under the control of the Customer (via the Customer Designated Admin), who may exercise all administrative functions in respect to the Authorized User account, up to and including assignment or removal of an individual as an Authorized User; and (ii) the Customer shall own all Customer Data generated, documented, or uploaded by its Authorized Users.
2.5 Subject to the terms hereof, Scratchpad will provide Customer with reasonable technical support for the Service in accordance with Scratchpad's standard practice. Access to technical support shall be via the Service's help portal, currently located at https://www.clearskies.cc/support.
2.6 Customer shall secure the right for Scratchpad to connect or integrate the Service with certain Third-Party Services to the extent Customer wishes to utilize the Service in connection with such Third Party Services. Customer will reasonably cooperate with Scratchpad to (i) grant read/write access, or if necessary, obtain permission for Scratchpad to have read/write access, to such Third-Party Services; (ii) provide reasonable technical support and resources, including personnel, to assist Scratchpad in the integration process; and (iii) supply all necessary documentation, credentials, and information required to access and extract data from such Third-Party Services. Customer acknowledges that Scratchpad's ability to integrate and extract Third-Party Data is dependent on Customer's compliance with this Section. Scratchpad is not responsible for the accuracy and completeness of the Third-Party Data. In addition, Scratchpad cannot guarantee the Third-Party Data will always be available. If a source of Third-Party Data becomes unavailable or Scratchpad's access to such source is terminated by the Third-Party Services, then the Third-Party Data will no longer be available as part of Customer Data.
2.7 Customer hereby represents, warrants and covenants that Customer and its Authorized Users shall use the Service only (a) in accordance with this Agreement; (b) in a lawful manner and in compliance with all Applicable Laws; and (c) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our intellectual property, proprietary or privacy rights or those of any third party. By using the Service, Customer and its Authorized Users agree not to: (i) engage in activity that is harmful to Company, including but not limited to, excess usage, bot/scraping behaviors, malicious software, technical attacks, prompt-based manipulation, and other off-platform abuses; (ii) engage in activity that is harmful to you or others or otherwise cause harm to devices, software, individuals, organizations, or society; (iii) engage in activity that is fraudulent, false, or misleading; (iv) generate defamatory, libelous, harassing, abusive, or hateful content using the Service; (v) use the Service to create or share adult content, violence or gore, hateful content, terrorism and violent extremist content, glorification of violence, child sexual exploitation or abuse materials, or content that is otherwise disturbing or offensive; (vi) use the Service to circumvent, disable or otherwise interfere with security-related features and passwords or impersonate others; (vii) use the Service or any Output to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, Scratchpad's products and services; (viii) engage in any illegal activity or in any activity that has a high risk of physical or economic harm; and/or (ix) represent that Output was human-generated. The Service may block any Inputs or Outputs that violate this Agreement, or that are likely to lead to the creation of material that violates this Agreement. Abuse of the Service (as determined by Scratchpad) will be subject to immediate termination of Customer's access to the Service.
2.8 Each Authorized User will be required to create an account, which includes a username, a password, and certain additional information, including a valid email address, that will assist in authenticating the Authorized User's identity when he or she logs into the Service in the future. When creating an account, an Authorized User must provide true, accurate, current, and complete information. Customer and its Authorized Users are solely responsible for the confidentiality and use of their Authorized User Accounts Information, as well as for any use, misuse, or communications entered through the Service via such Authorized User Accounts. Customer shall promptly inform us of any need to deactivate a username, password, or other Account Information. Scratchpad will not be liable for any unauthorized use of an Authorized User's account.
3.1 Customer will not, directly or indirectly, nor permit any Authorized User to: (a) make the Clearskies Service available to, or use the Clearskies Service for the benefit of, anyone other than Customer, its Affiliates, and Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, or lease any part of the Service, or include the Service in a service bureau or outsourcing offering; (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Service to transmit code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, or Trojan horses; (e) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; (f) attempt to gain unauthorized access to the Service or related systems or networks; (g) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (h) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, Documentation, or data related to the Service; (i) copy, modify, translate, or create derivative works based on the Service or any related software; (j) access any part of the Service in order to build a competitive product or service; or (k) remove any proprietary notices or labels related to the Service or any software related thereto. Customer represents and warrants that Customer is not entering into this Agreement on behalf of the U.S. Government or any agency thereof including, without limitation the U.S. Department of Defense. Customer will not submit any patient, medical, or other protected health information or any other special or sensitive categories of personal information to the Service.
3.2 Customer agrees that it will take all reasonable actions to ensure that all Authorized Users use the Service only in compliance with this Agreement and with Scratchpad's Privacy Policy then in effect and all applicable laws and regulations. Although Scratchpad has no obligation to monitor each Authorized User's use of the Service, Scratchpad may do so and may prohibit any use of the Service it believes may be (or is alleged to be) in violation of the foregoing. Customer agrees that the termination of an Authorized User's access to the Service shall not constitute a breach of this Agreement provided that Scratchpad terminated such access as a result of any alleged or other breach of the terms of this Agreement, the Privacy Policy or applicable rules and regulations by such Authorized User.
3.3 For clarity, the Service excludes all Third-Party Services. Customer, its Affiliates', and Authorized Users' use of Third-Party Services is governed entirely by the terms of Customer's or its Affiliates' or Authorized User's agreement with the relevant third party. Nothing in this Agreement creates any rights or obligations on Scratchpad's part with respect to such Third-Party Services nor should this Agreement be construed as creating any rights or obligations on the part of any third party providing Third-Party Services with respect to the Service.
3.4 The Service uses Third-Party AI Models to provide the AI features and functionality. Customer acknowledges and understands that Customer's and its Authorized User's use of such AI features and functionality will be governed by the terms and conditions of third parties that provide such Third-Party AI Models ("Third-Party AI Models Terms and Conditions") and that Customer Data may be used by such third parties in accordance with such Third-Party AI Models Terms and Conditions. Scratchpad has no control over the use of the Customer Data by such third parties, thus, any use of such is at Customer's own risk and Scratchpad does not represent, undertake or warrant to any security or control of or to the Customer Data.
4.1 Scratchpad shall own and retain all right, title and interest in and to (a) the Clearskies Service and all related software, improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with any onboarding, training or implementation services or ongoing support services related to the Service ("Related Services"), and (c) all intellectual property rights related to any of the foregoing. Other than the limited right to access and use the Service as set forth herein, no rights or licenses are granted by Scratchpad to Customer and Customer shall obtain no rights or interest in or to the Service or to any services related thereto or to any underlying technology or intellectual property thereof by virtue of this Agreement.
4.2 In using the Service, Customer, its Affiliate(s), and Authorized Users may input Customer Data. Customer shall own all right, title, and interest in and to the Customer Data. Customer will have sole responsibility for the accuracy, quality, and legality of Customer's Customer Data.
4.3 Customer hereby grants to Scratchpad a limited, royalty-free, worldwide, fully paid-up license, with the right to grant sublicenses (including to providers of Third-Party AI Models), to reproduce, execute, use, store, archive, modify, perform, display, distribute and process the Customer Data in order to provide the Service, and support services.
4.4 Customer is solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Output for Customer's and its Authorized User's use, including by utilizing human review as appropriate. Customer acknowledges that due to the nature of artificial intelligence and machine learning, Output may not be unique and may include inaccurate responses and multiple users may receive similar content from the Service. Before using any Output, you are solely responsible for reviewing the Output for accuracy, safety, and compliance with Applicable Laws and acceptable use policies. FOR THE AVOIDANCE OF DOUBT, SCRATCHPAD EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OUTPUT.
4.5 Notwithstanding anything to the contrary in this Agreement or otherwise, Scratchpad shall have the right to collect and analyze usage data, and other information relating to the provision, use, and performance of the Service and related systems and technologies (including information concerning the processing of Customer Data but not the Customer Data itself). Scratchpad shall be free (during and after the Term) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic, and corrective purposes in connection with the Service and other Scratchpad offerings, and (ii) disclose such data solely in aggregate and de-identified form (i.e., in a form such that the data cannot be used to identify Customer or any individual (i.e., data subject) in connection with the Service and Scratchpad's business.
4.6 Where Customer Data includes Personal Information, each of Customer and Scratchpad will comply with the Data Processing Addendum set forth at https://www.scratchpad.com/legal/data-processing-addendum and Customer hereby assents to the terms thereof.
5.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information of Scratchpad includes the Service and all related software and Documentation. The Receiving Party agrees: (i) to take reasonable precautions to protect the Disclosing Party's Confidential Information from unauthorized use and/or disclosure, and (ii) not to use (except in connection with the provision or use of the Service or as otherwise permitted herein) or disclose to any third party the Disclosing Party's Confidential Information. For clarity, Customer acknowledges that its Confidential Information may be disclosed to third parties providing Third-Party Services to Customer, as elected by Customer, and that Scratchpad shall not be in breach of this Agreement, nor have any responsibility with respect to any third party's acts or omissions, related to any such disclosures. The Disclosing Party agrees that the foregoing restriction shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than due to any act or omission by the Receiving Party; (b) was in its possession or known by it prior to receipt from the Disclosing Party without any obligation of confidentiality; (c) is or was rightfully disclosed to it without restriction by a third party that is or was authorized to make such disclosure; or (d) is or was independently developed without use of any Confidential Information of the Disclosing Party.
5.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
5.3 The Receiving Party may disclose the Confidential Information of the Disclosing Party to employees, advisors, contractors, and representatives who each have a need to know the Confidential Information for the purposes of this Agreement, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 5 and the Receiving Party remains responsible for any such recipient's compliance with the terms of this Section 5.
5.4 Each party acknowledges that the other party may be irreparably harmed by any breach of this Section, and agrees that such other party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching party would otherwise have under or with regard to this Agreement.
5.5 Customer, Customer's Affiliates, and their respective agents, may volunteer feedback to Scratchpad and/or its Affiliates, about the Service and/or the Related Services ("Feedback"). Scratchpad and its Affiliates shall be irrevocably entitled to use that Feedback, for any purpose and without any duty to account, provided that, in doing so, they may not breach their obligations of confidentiality under Section 5 (Confidentiality) of this Agreement.
6.1 Fees
Customer agrees to pay all Fees in accordance with this Agreement, the applicable Order Form (if any), and the Fee Schedule. Unless otherwise specified in an Order Form:
6.2 Free Tier
Scratchpad may, in its sole discretion, offer a Free Tier that allows Customer to access certain features or a limited amount of the Service at no charge. Any Free Tier is subject to the limitations and conditions specified in the Fee Schedule or Account Portal. Scratchpad reserves the right to modify, suspend, or discontinue any Free Tier at any time.
6.3 Billing
(a) Payment Method. Customer shall provide valid payment credentials through the Account Portal. Customer authorizes Scratchpad to charge Customer's payment method for all Fees incurred.
(b) Billing Frequency. Scratchpad will charge (or invoice, if applicable) Customer for Fees in accordance with the billing frequency specified in the Fee Schedule, Account Portal, or applicable Order Form.
(c) Order Form Terms. Where Customer has entered into an Order Form, the payment terms, billing frequency, and any usage commitments or prepayment requirements set forth in such Order Form shall govern.
(d) Usage Monitoring. Customer may monitor Usage and billing information through the Account Portal.
6.4 Billing Disputes
If Customer believes Scratchpad has billed Customer incorrectly, Customer must notify Scratchpad in writing within thirty (30) days after the date of the invoice or charge in question, and pay all undisputed charges. Failure to raise a dispute within this period constitutes acceptance of the charges. Inquiries should be directed to support@clearskies.cc or through the Account Portal.
6.5 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments, including but not limited to value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for all Taxes associated with Customer's purchases under this Agreement, excluding taxes based on Scratchpad's net income, property, or employees. If Scratchpad is required to collect or pay Taxes, such Taxes will be invoiced to Customer unless Customer provides a valid tax exemption certificate.
6.6 Overdue Amounts
If any undisputed amount is not received by the applicable due date, Scratchpad may, without limiting its other rights or remedies:
(a) Charge interest at the lesser of 1.5% per month or the maximum rate permitted by law; and/or
(b) Suspend Customer's access to the Service upon ten (10) days' prior written notice until all outstanding amounts are paid.
Scratchpad will not exercise such remedies if the Fees are subject to a good faith dispute timely raised under Section 6.4 and Customer is cooperating to resolve the dispute.
7.1 Term of Agreement
This Agreement commences when Customer first accepts it (by creating an account, executing an Order Form, or using the Service) and continues until all Order Forms have expired or been terminated, or, if no Order Form exists, until terminated in accordance with this Section 7 (the "Term").
7.2 Term of Order Forms
The term of each Order Form shall be as specified therein ("Service Term") and shall renew as set forth in the applicable Order Form. In the absence of specified renewal terms, an Order Form with a fixed Service Term will automatically renew for successive periods equal to the original Service Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
7.3 Termination for Convenience
(a) Without an Order Form. Where Customer uses the Service without an active Order Form, either party may terminate this Agreement at any time upon written notice. Customer may terminate by closing the account through the Account Portal.
(b) With an Order Form. Where an Order Form is in effect, either party may terminate for convenience only as expressly permitted in the applicable Order Form.
(c) By Scratchpad (General). Notwithstanding the foregoing, Scratchpad may terminate this Agreement or discontinue the Service upon thirty (30) days' advance written notice to Customer.
7.4 Termination for Cause
Either party may terminate this Agreement or any Order Form for cause by providing written notice to the other:
(a) Upon thirty (30) days' written notice of a material breach if such breach remains uncured at the expiration of such period; or
(b) Immediately upon written notice if the other party becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.
7.5 Effect of Termination
Upon termination or expiration of this Agreement:
(a) All licenses granted by Scratchpad hereunder terminate immediately, and Customer and all Authorized Users shall cease using the Service;
(b) Customer shall pay all Fees incurred through the effective date of termination, plus any amounts specified as payable upon termination in an applicable Order Form;
(c) If Scratchpad terminates for convenience under Section 7.3(c), Scratchpad will refund any prepaid Fees attributable to the period after the effective date of termination;
(d) Each party shall return or destroy the other party's Confidential Information as required by Section 5; and
(e) The following Sections shall survive: 1 (Definitions), 4 (Proprietary Rights), 5 (Confidentiality), 6 (Payment of Fees) for amounts accrued prior to termination, 8.4 (Disclaimer of Warranties), 9 (Indemnification) for claims arising prior to termination, 10 (Limitation of Liability), and 11 (Miscellaneous).
7.6 Free Tier Termination
Scratchpad may suspend or terminate Customer's access to the Free Tier at any time, with or without cause, upon notice to Customer. Such termination of Free Tier access shall not affect any paid subscription or Order Form then in effect.
8.1 Each party represents and warrants that (i) it has all corporate authority to execute and perform this Agreement; (ii) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (iii) it will comply with all laws and regulations applicable to such party in carrying out its responsibilities and exercising its rights hereunder; and (iv) it is (and, in the case of Customer, its Affiliates and Authorized Users are) not a party identified on any governmental or export exclusion list.
8.2 In addition to the representations and warranties set forth in Section 8.1, Scratchpad warrants that, during the applicable Term, (i) the Service shall perform materially in accordance with the Documentation, and (ii) it will perform the Related Services in a competent and professional manner. For any breach of the foregoing warranty, Customer's (including, without limitation, its Affiliates and Authorized User) exclusive remedy shall be for Scratchpad to re-perform the applicable service or to correct any non-conformity in the Service; provided that if Scratchpad cannot re-perform the Service or correct the non-conformity in the Service, Customer may terminate the affected Order Form and Scratchpad will pay to Customer a prorated refund of prepaid fees for the remainder of the applicable Term. The warranties in Section 8.1 do not apply to any misuse or unauthorized modification of the Service, or to any Third-Party Services, Third-Party AI Models, or any other product or service provided by anyone other than Scratchpad.
Further, Scratchpad represents that it has implemented and will maintain administrative, technical, and physical safeguards reasonably designed to protect Customer's Confidential Information from accidental, unauthorized, or unlawful disclosure consistent with applicable laws, as more particularly described at clearskies.cc/security.
8.3 In addition to the representations and warranties set forth in Section 8.1, Customer represents and warrants, on behalf of each of its Affiliates and each Authorized User and itself, that (i) it owns or has the right to share all Customer Data with Scratchpad and grant Scratchpad access to and use of all Customer Data for the purposes specified herein; and (ii) it has obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all Applicable Laws with respect to the Customer Data provided hereunder.
8.4 THE OUTPUT IS NOT MEANT TO SUBSTITUTE LEGAL OR BUSINESS ADVICE OR CUSTOMER'S OR ANY AUTHORIZED USER'S EXERCISE OF THEIR OWN BUSINESS JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY'S SOLE DISCRETION AND ELECTION. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 AND SECTION 8.2, THE SERVICE, THE RELATED SERVICES, THE SUPPORT SERVICES, THE OUTPUT, ANY DOCUMENTATION AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY SCRATCHPAD HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEITHER SCRATCHPAD NOR ITS SUPPLIERS OR SERVICE PROVIDERS MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND SCRATCHPAD HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SCRATCHPAD DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO CUSTOMER OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE SERVICE, OR ANY COMPONENT THEREOF OR ANY OUTPUT. SCRATCHPAD WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SERVICE, THE RELATED SERVICES, OR THE OUTPUT. SCRATCHPAD IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY CUSTOMER OR ANY OF ITS AUTHORIZED USERS BASED ON THE OUTPUT. CUSTOMER AND EACH AUTHORIZED USER AGREES THAT ITS USE OF THE SERVICE, THE OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT ITS OWN RISK.
8.5 You acknowledge and agree that the Services rely on connectivity to Third Party AI Models and their respective hosting services, and that Scratchpad is not responsible for, and disclaims all liability with respect to, any outages, delays or other disruptions caused by such connections. Further, you acknowledge and agree that Scratchpad shall not be responsible for, and disclaims all liability with respect to, any actions of such Third Party AI Model providers and their hosts, including without limitation, to breaches of their terms of use or similar conditions.
9.1 Scratchpad will defend Customer, its Affiliates, and Authorized Users ("Customer Indemnitees") against any claim, demand, suit, or proceeding made or brought against Customer Indemnitees by a third party alleging that the use of the Service during the Term in accordance with this Agreement infringed such party's patent, copyright or trademark, or made unlawful use of such party's trade secret (a "Claim Against Customer"), and will indemnify Customer Indemnitees from any damages, attorney fees and costs finally awarded against Customer Indemnitees as a result of, or for amounts required to be paid by or on behalf of Customer Indemnitees under a court-approved settlement of, a Claim Against Customer; provided Customer (i) promptly gives Scratchpad written notice of the Claim Against Customer, (ii) gives Scratchpad sole control of the defense and settlement of the Claim Against Customer (except that Scratchpad may not settle any Claim Against Customer that requires any admission of liability or wrongdoing on the part of Customer or imposes on Customer any obligation other than the obligation to cease using the Service unless Customer consents to the applicable terms of such settlement agreement that are in conflict with the foregoing limitations), and (iii) gives Scratchpad all reasonable assistance, at Scratchpad's expense.
9.2 If the Service is the subject of a Claim Against Customer or if Scratchpad reasonably believes that the Service is likely to become the subject of a Claim Against Customer or an injunction as a result of a Claim Against Customer, Scratchpad may in its discretion and at no cost to Customer (i) modify the Service so that it is no longer claimed to infringe or misappropriate, but substantially functionally equivalent, (ii) obtain a license for the continued use of the Service in accordance with this Agreement, or (iii) if neither (i) nor (ii) is, in Scratchpad's reasonable judgment commercially reasonable options, terminate the subscriptions for the Service or impacted portion of the Service upon 30 days' written notice and refund of any prepaid fees covering the remainder of the Term following the effective date of termination.
9.3 The above defense and indemnification obligations set forth in Sections 9.1 and 9.2 do not apply if (i) the allegation does not state with specificity that the Service is the basis of the Claim Against Customer; (ii) a Claim Against Customer arises from Customer's use of Third-Party Services or the use or combination of the Service or any part thereof with software, hardware, data, or processes not provided by Scratchpad, to the extent the Service or use thereof would not infringe or misappropriate without such use or combination; (iii) a Claim Against Customer arises from any unauthorized modifications, alterations, or implementations of the Service made by or on behalf of Customer (other than by Scratchpad); or (iv) a Claim Against Customer arises from Customer Indemnitees' breach of this Agreement.
9.4 Customer will defend Scratchpad and its Affiliates ("Scratchpad Indemnitees") against any claim, demand, suit, or proceeding made or brought against Scratchpad Indemnitees by a third party alleging that Customer Data infringes or misappropriates such third party's intellectual property or privacy rights or violates applicable law or arising from Customer's, its Affiliates', and/or any Authorized User's use of the Service in breach of this Agreement (a "Claim Against Scratchpad"), and will indemnify Scratchpad Indemnitees from any damages, attorney fees and costs finally awarded against Scratchpad Indemnitees as a result of, or for any amounts required to be paid by or on behalf of Scratchpad Indemnitees under a court-approved settlement of, a Claim Against Scratchpad, provided Scratchpad (i) promptly gives Customer written notice of the Claim Against Scratchpad, (ii) gives Customer sole control of the defense and settlement of the Claim Against Scratchpad (except that Customer may not settle any Claim Against Scratchpad that requires any admission of liability or wrongdoing on the part of Scratchpad or imposes any obligation on Scratchpad unless Scratchpad consents to the applicable terms of such settlement agreement that are in conflict with the foregoing limitations), and (iii) gives Customer all reasonable assistance, at Customer's expense.
9.5 This Section 9 (Indemnity) states Scratchpad's entire liability and/or obligations and Customer's exclusive remedy with respect to any actual or alleged infringement of any patent, copyright or trademark or other intellectual property right or misappropriation of any trade secret by the Service.
10.1 IN NO EVENT SHALL CUSTOMER OR SCRATCHPAD, OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 EXCEPT FOR (i) A PARTY'S OBLIGATIONS UNDER SECTION 9 (INDEMNITY), (ii) AMOUNTS PAYABLE BY CUSTOMER UNDER SECTION 6 (PAYMENT OF FEES) AND (iii) DAMAGES ARISING FROM CUSTOMER'S VIOLATIONS OF THE USE RESTRICTIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL THE TOTAL LIABILITY OF CUSTOMER OR SCRATCHPAD, OR THEIR RESPECTIVE AFFILIATES WITH RESPECT TO THE SERVICE OR TO RELATED SERVICES PURCHASED UNDER ANY ORDER FORM EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SCRATCHPAD FOR THE SERVICE AND RELATED SERVICES UNDER SUCH ORDER FORM IN THE 12 MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY.
10.3 THE ALLOCATIONS OF LIABILITY IN THIS SECTION 10 REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF SCRATCHPAD FOR THE SERVICES AND RELATED SERVICES PROVIDED HEREUNDER REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
11.1 Assignment
Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, provided that no such consent will be required to assign this Agreement in its entirety to (i) an Affiliate that is able to satisfy the obligations of the assigning party under this Agreement or (ii) a successor in interest in connection with a merger, acquisition or sale of all or substantially all of the assigning party's assets. Any assignment in violation of this Section shall be void, ab initio, and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective permitted successors and assigns.
11.2 Attorney's Fees
If a final order is issued in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys' fees incurred in connection with such litigation, in addition to any other relief to which such prevailing party may be entitled. As used herein, "prevailing party" includes without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.
11.3 Customer Identification
Scratchpad may identify Customer and use Customer's logo and trademarks on Scratchpad's website and in marketing materials to identify Customer as a user of the Service, unless Customer opts out by providing written notice to Scratchpad.
11.4 Force Majeure
Except with respect to payment obligations, neither party will be liable for, or be in breach of, or in default under, this Agreement, as a result of any cause or condition beyond such party's reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, epidemic, pandemic, quarantine restrictions, freight embargoes, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers (collectively, "Force Majeure Event"). When such Force Majeure Event arises, either Party shall notify the other immediately in writing of its failure to perform, describing the cause of failure and how it affects performance, and the anticipated duration of the inability to perform.
11.5 Future Features and Functions
Customer understands and agrees that any features or functions of Services referenced as currently in Scratchpad's development roadmap for the Services on any Scratchpad website, or in any presentations, press releases or public statements, which are not currently available or not currently available as a publicly available version of the Services, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for the Service remains at Scratchpad's sole discretion. Accordingly, Customer agrees that it is purchasing the Service based solely upon features and functions that are currently available as of the time the Customer Agreement and an Order Form is executed, and not in expectation of any future feature or function.
11.6 Governing Law and Venue
This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions and the parties agree that any dispute arising out of this Agreement that cannot be settled between them in good faith shall be heard exclusively in the local, state, or federal courts located in San Mateo or San Francisco County, California. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods.
11.7 Notice
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Scratchpad may also be sent to legal@scratchpad.com. Scratchpad may send notices via e-mail to the address provided by Customer when creating the Customer Account or by sending a message to the Customer Account through the Services portal or otherwise sent to the Customer Designated Admin. Either party may from time to time change its address for notices under this Section by giving the other party notice of the change in accordance with this Section.
11.8 Relationship of the Parties
No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
11.9 Severability
If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect, and such provision will be eliminated or revised to the minimum extent necessary to make such enforceable and valid consistent with the parties' intention.
11.10 Third-Party Beneficiaries
Except as set forth in this Agreement, the Parties agree that there are no third-party beneficiaries under this Agreement.
11.11 Entire Agreement
This Agreement (including all Order Forms and Exhibits) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. In the event of any conflict between the terms of an Order Form and these Terms of Service, the Order Form shall control. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
1. Applicability
These Default Terms apply to Customers who access the Service by creating an account and agreeing to this Agreement, without executing a separate written Order Form with Scratchpad. In the event of any conflict between these Default Terms and the body of this Agreement, these Default Terms control. Customers who execute a separate Order Form are governed by that Order Form rather than these Default Terms.
2. Service Access
| Term Default | Month-to-month (no fixed term) |
| Service Term | Month-to-month (no fixed term) |
| Renewal | Automatic, until terminated |
| Minimum Commitment | None |
3. Fees and Billing
(a) Fee Schedule. Customer agrees to pay Fees based on Usage at the rates set forth in the Fee Schedule at https://www.clearskies.cc/pricing, as may be updated pursuant to Section 3(d) below.
(b) Free Tier. Customer may be eligible for Free Tier access as described in the Fee Schedule. Usage exceeding Free Tier limits is subject to Fees.
(c) Billing. Unless otherwise specified in the Fee Schedule:
(d) Changes. Scratchpad may modify the Fee Schedule upon thirty (30) days' notice. Continued use of the Service after the effective date of a change constitutes acceptance.
4. Termination
Either party may terminate for convenience at any time. Customer may terminate by:
Termination is effective upon the later of (a) receipt of notice or (b) the end of any prepaid period. Customer remains responsible for Fees incurred through the effective date of termination. For the avoidance of doubt, Customer shall not be provided with any refund upon termination.
END OF TERMS OF SERVICE