Effective date:
September 12, 2025
Effective Date: The date specified in the signed Order Form (“Effective Date”).
Parties: This MSA is between Anecdote Inc. (trading as Clarity), with its main office at 10 York Rd, London SE1 7ND, United Kingdom, and the customer listed in the applicable Order Form (“Customer”). Each is a “Party” and together the “Parties.”
If there is any conflict between this MSA and an Order Form, the terms in the Order Form will apply.
For questions, contact legal@onclarity.com
Services
“Services” means the products and services ordered by Customer from Clarity under an Order Form or via Clarity’s website, whether on a trial or paid basis. Services exclude third-party products or services, even if connected to the Services. Subject to this MSA, Clarity will provide Customer access to the Services during the Term.
Fees & Payment
2.1 Fees. Customer will pay the fees specified in the Order Form (“Fees”).
2.2 Invoicing & Payment. Clarity will invoice Customer within thirty (30) days of the Effective Date. Customer must pay all invoices within forty-five (45) days of the invoice date.
2.3 Taxes. Fees exclude all applicable taxes, duties, or government charges, which Customer is responsible for, except for taxes based on Clarity’s income.
Term & Termination
3.1 Term. This MSA remains in effect through the Initial Term and any Renewal Terms specified in the Order Form (“Term”).
3.2 Termination for Cause. Either Party may terminate this MSA immediately if the other Party becomes insolvent, bankrupt, or materially breaches this MSA and fails to cure within thirty (30) days of notice.
3.3 Effect of Termination. Upon termination, Customer’s access to the Services will end. Provisions that by nature should survive termination (e.g., confidentiality, indemnification, limitation of liability) will continue.
License & Use
4.1 License. Clarity grants Customer a non-exclusive, non-transferable license to use the Services during the Term in accordance with this MSA and the Order Form.
4.2 Authorized Users. Customer may grant access to employees, contractors, or affiliates as “Authorized Users,” subject to seat limits in the Order Form. Accounts are individual-use only. Customer is responsible for all use of the Services by Authorized Users.
4.3 Prohibited Uses. Customer and Authorized Users may not:
Resell, sublicense, or frame the Services.
Use the Services unlawfully.
Interfere with, disrupt, or reverse-engineer the Services.
Introduce malicious code or harmful content.
Upload defamatory, infringing, or unlawful content.
Use scraping, bots, or automated tools to extract data.
Confidentiality
Each Party agrees to protect the other’s Confidential Information and use it only as necessary to perform under this MSA. Exceptions apply where disclosure is required by law or where information is public, independently developed, or lawfully obtained from a third party.
Data Practices
6.1 Definitions
“Service Data”: Data submitted by Customer to the Services (may include Personal Data).
“Usage Data”: Analytics on how Customer uses the Services (owned by Clarity).
6.2 Ownership. Customer owns Service Data. Clarity owns Usage Data.
6.3 Use of Data. Clarity may:
Collect and process Service Data to operate the Services.
Send necessary communications and product updates.
Improve Services using aggregated or anonymized Usage Data.
Integrate with third-party services when authorized by Customer.
Share Service Data with subprocessors solely to support Services, subject to confidentiality and security obligations.
6.4 Safeguards. Clarity maintains reasonable technical and organizational measures to protect Service Data. Clarity will not sell or lease Service Data.
Privacy
Clarity handles Personal Data in accordance with its Privacy Policy. Customer acts as “Controller” of Personal Data; Clarity acts as “Processor.”
Service Data may be hosted globally with subprocessors listed in the Privacy Policy. Clarity remains liable for subprocessors’ actions.
Intellectual Property
Clarity retains all intellectual property rights in the Services. Customer grants Clarity a perpetual, royalty-free license to use feedback and suggestions to improve the Services.
Warranties & Disclaimers
Each Party warrants it has authority to enter this MSA.
Disclaimer: Except as expressly stated, the Services are provided “as is” and “as available.” Clarity disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement. Clarity does not guarantee uninterrupted or error-free operation.
Indemnification
10.1 By Clarity. Clarity will defend and indemnify Customer against third-party claims alleging the Services infringe valid intellectual property rights, subject to Customer’s timely notice and cooperation.
10.2 By Customer. Customer will defend and indemnify Clarity against claims arising from (i) Customer’s misuse of the Services, or (ii) Service Data infringing third-party rights.
Limitation of Liability
Neither Party will be liable for indirect, incidental, consequential, or punitive damages.
Each Party’s aggregate liability under this MSA will not exceed the Fees paid by Customer in the twelve (12) months preceding the claim, except for indemnification obligations.
Miscellaneous
Entire Agreement. This MSA and Order Form(s) constitute the complete agreement.
Assignment. Either Party may assign in connection with a merger, acquisition, or sale of assets with notice.
Severability. Invalid provisions will be modified to reflect intent; remaining provisions remain enforceable.
Relationship. Parties are independent contractors.
Notices. Notices must be sent by email to legal@onclarity.com, or by post to:
Clarity (Trading As Anecdote Inc.)
10 York Rd
London SE1 7ND
United Kingdom
Governing Law. This MSA is governed by the laws of Delaware, U.S.A. Courts of Delaware have exclusive jurisdiction.
Export Compliance. Customer agrees to comply with export laws.
Anti-Corruption. No improper payments or bribes may be made in relation to this MSA.
Publicity. With consent, Clarity may use Customer’s name and logo in marketing materials.
Amendments. Clarity may update this MSA with ten (10) days’ notice. Continued use constitutes acceptance.
Clarity (Trading As Anecdote Inc.)
10 York Rd
London SE1 7ND
United Kingdom