Last updated 08.08.2021
1. Agreement to Terms
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Clay Technologies GmbH (hereinafter “Clay”) (“we,” “us” or “our”), concerning your access to and use of https://clay.it/
(collectively, the “Site”).
By agreeing to these Terms and Conditions, you agree that you have read and understood these Terms and Conditions and the Privacy Information relating to the Site. You also agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.
Supplemental documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.
We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms and Conditions to stay informed of updates on www.get.clay.it/privacynotice
. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Privacy Information, and Terms and Conditions by your continued use of the Site after the date such revised Privacy Information, and Terms and Conditions are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 16 years old. Persons under the age of 16 years of age are not permitted to register for the Site without supervision of their legal guardian. Persons under the age of 16 years of age must register for the Site through www.clay.it/loginkids
to verify the consent of their legal guardians.
2. Launch Phase
The services we offer through the Site we provide are part of a launch phase. We hereby indicate that these services are therefore of potentially incomplete nature. This may refer to the following aspects:
(1) Functionalities; The functionalities we offer through the Site may not represent all functionalities we intend to provide through Clay at a later stage. We are happy to receive your suggestions for future functionalities.
(2) Usability; The usability of the Site may be impaired at times. This will most likely be caused by technical difficulties that we did not foresee. We are happy to receive your Feedback on any usability issues.
(3) Security; We take appropriate measures to secure any information we store about you, as described in the Privacy Information relating to this Site. Despite these efforts, there may be instances at which data is subject to a breach, as the level of data protection to prevent such breach lies outside our reasonable efforts to protect the data processed through the Site.
By agreeing to these Terms and Conditions, you assert that you have taken notice of the potentially incomplete nature of our Service.
3. Intellectual Property Right
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and various other intellectual property rights.
The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Furthermore, no Content of the Site shall be used to support any effort, commercial or not, that may be deemed similar to the service we provide.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
4. User Representations
By using the Site, you represent and warrant that:
(1) you have the legal capacity, and you agree to comply with these Terms and Conditions;
(2) you are over the age of 16, or have consent of your legal guardian to have your personal data processed by us;
(3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
(4) you will not use the Site for any illegal or unauthorized purpose;
(5) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
5. User Registration
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password.
6. Prohibited Activities
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavours except those that are specifically and in writing endorsed or approved by us.
As a user of the Site, you agree not to:
(1) systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
(2) make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
(3) use the Site to advertise or offer to sell goods and services.
(4) circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
(5) engage in unauthorized framing of or linking to the Site.
(6) trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
(7) make improper use of our support services or submit false reports of abuse or misconduct.
(8) engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
(9) interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
(10) attempt to impersonate another user or person or use the username of another user.
(11) create multiple profiles, unless explicitly instructed by us.
(12) sell your profile.
(13) use any information obtained from the Site in order to harass, abuse, or harm another person.
(14) use the Site as part of any effort to compete with us, or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise.
(15) use the Site or its Content in any way that may help you are another entity, a natural person, a company or alike, to create a service that involves any kind of communication for students, or may, in any other way, be compared to our service.
(16) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
(17) attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
(18) harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
(19) delete the copyright or other proprietary rights notice from any Content.
(21) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
(22) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
(23) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
(24) disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
(25) use the Site in a manner inconsistent with any applicable laws or regulations.
7. Guidelines for sharing information and feedback
We provide you areas on the Site to leave and exchange information and feedback. When sharing information or feedback on the Site, you must comply with the following criteria:
(1) you should have first-hand experience with the person that you give feedback for;
(2) The information and, or feedback that your share on the Site should not contain offensive profanity, or abusive, racist, offensive, or hate language;
(3) The information and, or feedback that you share on the Site should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
(4) The information and, or feedback that you share on the Site should not contain references to illegal activity;
(5) you may not post any false or misleading statements;
We may accept, reject, or remove information and, or feedback that is shared on the Site in our sole discretion. We have absolutely no obligation to screen information and, or feedback that is share on the Site or to delete information and, or feedback that is shared on the Site, even if anyone considers information and, or feedback that is shared on the Site objectionable or inaccurate. The information and, or feedback that is shared on the Site does not represent our opinions or the views of our affiliates or partners or employees.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any information and, or feedback that is shared on the Site; (2) to re-categorize any information and, or feedback that is shared on the Site to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any information and, or feedback that is shared on the Site at any time and for any reason, without notice. We have no obligation to monitor the information and, or feedback that is shared on the Site.
We do not assume liability for any information and, or feedback that is shared on the Site or for any claims, liabilities, or losses resulting from any information, and or feedback that is shared on the Site. By agreeing to these Terms and Conditions, you hereby grant us the right to store and process information as described in the Privacy Information.
8. Third-Party Websites and Content
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").
Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern.
You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases, which are exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites, and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
9. Site Management
We reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these Terms and Conditions;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities;
(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
(5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
10. Privacy Information
We care about data privacy and security. Please review our Privacy Information. By using the Site, you agree to have read and acknowledged our Privacy Information, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in Europe.
If you access the Site from the United States, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Europe, then through your continued use of the Site, you are transferring your data to Europe, and you expressly consent to have your data transferred to and processed in Europe.
Further, we do not knowingly accept, request, or solicit information from Minors or knowingly market to Minors without consent of the processing of their personal information by us through their legal guardian. Therefore, if we receive actual knowledge that anyone under the age of 16 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
11. Term and Termination
These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason infringing these terms and conditions, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
12. Modifications and Interruptions
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.
We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.
13. Governing Law
These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of Germany applicable to agreements made and to be entirely performed within Germany, without regard to its conflict of law principles.
14. Dispute Resolution
(1) Option 1; Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the courts located in Berlin, Germany, and the Parties hereby consent to, and waive all defences of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such courts.
Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than a reasonable number of years after the cause of action arose.
(2) Option 2: Informal Negotiations; To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 60 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
(3) Option 3: Binding Arbitration; If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration.
The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party.
The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by reasonable circumstance, the arbitration will take place in Berlin, Germany.
Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in courts located in Berlin, Germany, and the Parties hereby consent to, and waive all defences of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such courts.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than a reasonable number of years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Option 2/Option 3: Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class/collective-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Option 2/Option 3: Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunction.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
17. Limitations of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable lawyers’ fees and expenses, made by any third party due to or arising out of: (1) the information and, or Feedback you share on the Site; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
19. User Data
We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
We collect, store and process data as described in the Privacy Information relating to the Site. By agreeing to these Terms and Conditions, you agree to the collection, processing and storage of data as described in the Privacy Information. Furthermore, you agree that you have understood that the Site we provide is part of a launch phase. This means that even with our best efforts, some parts of the Site may not function as intended. These Terms and Conditions and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
21. Contact Us
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Clay Technologies GmbH
14193 Berlin, Germany