Terms of Service

• “Service” means the Clearing Rate web application at clearingrate.com, its features, reports, exports, documentation and any related support.
• “Clearing Rate Technology” means everything that makes up or powers the Service other than Customer Data, including the pricing engine and pricing model; its methodology, formulas, algorithms, logic and structure; its weights, coefficients, multipliers, tiers, thresholds, anchors, ranges and scoring methods (including the Creator Value Score, Virality and Parity scores); its benchmark and rate-card tables, market data and datasets; the order and interaction of its inputs; its source code, software, interfaces, templates, report and brief designs, workflows and documentation; and all improvements and derivatives of any of them.
• “Customer Data” means the information you or your Authorized Users enter or upload, such as rosters, creator records, quotes, campaign briefs, actual results, notes and logos.
• “Output” means the valuations, ranges, anchors, scores, forecasts, briefs, reports and other results the Service produces for you.
• “Authorized User” means an individual you allow to use your account or a seat on your team plan.
• “Aggregated Data” means data derived from use of the Service that has been de-identified and combined so that it does not identify you, your Authorized Users, your clients or any individual creator.

Clearing Rate estimates a fair value for creator and influencer partnerships from the inputs you provide and produces negotiation anchors, forecasts and reports. Every Output is an estimate to support your own judgement. It is not financial, legal, tax, accounting or other professional advice, it does not set or guarantee any price, and it does not guarantee any campaign result, view count, engagement or return. You remain solely responsible for every offer you make or accept and for how you use any Output.

• You must be at least 18 years old and able to form a binding contract. The Service is intended for business and professional use.
• Give accurate information when you register and keep it up to date. You are responsible for all activity under your account and your team's seats.
• Each seat is for one named individual. Seats and sign-in credentials may not be shared, pooled or rotated among several people.
• On team plans the administrator who created the team controls who holds a seat, and may add or remove members at any time.
• Keep your credentials secure and tell us promptly at ash@clearingrate.com if you suspect unauthorized access.

Subject to these Terms and payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right, during your subscription, for your Authorized Users to access and use the Service for your internal business purposes and for providing your own services to your clients. All rights not expressly granted are reserved. Nothing in these Terms transfers to you any ownership of, or any right in, the Clearing Rate Technology.

The pricing engine and pricing model are the core of the Service and are confidential trade secrets of Clearing Rate. You must not, and must not permit or help anyone else to:

• copy, modify, translate or create derivative works of the Service or any Clearing Rate Technology;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithms, formulas, weights, coefficients, multipliers, benchmarks, data or structure of the Service;
• attempt to derive, reconstruct, infer, approximate or replicate the pricing model or any part of it, including by systematically or repeatedly varying inputs and recording the Outputs (input sweeping or probing), by statistical, regression or machine-learning analysis of Outputs, or by compiling Outputs into tables, curves or datasets;
• use the Service, any Output or any Clearing Rate Technology to build, train, fine-tune, calibrate, validate, benchmark or improve any product, service, model, algorithm, rate card, pricing tool or dataset that competes with, substitutes for or replicates any part of the Service, including any artificial-intelligence or machine-learning model;
• access the Service to build a competing product or service, or to carry out competitive analysis or benchmarking, or access it at all if you or your employer offer a competing creator-pricing product, unless we agree in writing;
• scrape, crawl, spider or use any bot, script, automated agent or other automated means to access, query or extract data from the Service, or access it through any interface other than the ones we provide;
• bulk-export, systematically download or store Outputs beyond what a normal user needs for their own campaigns and clients;
• sell, resell, rent, lease, sublicense, white-label, time-share, or offer the Service or its Outputs as a service bureau, data feed or standalone product to third parties;
• circumvent, disable or interfere with usage limits, metering, seat limits, trial limits, rate limits, locks, security or access controls, including by opening multiple accounts or trials, sharing seats, or splitting usage across accounts;
• disclose, publish or describe to any third party non-public information about how the Service works, including its methodology, inputs and weights, beyond what your clients need to understand an Output you share with them;
• remove, obscure or alter any proprietary notice, mark or attribution in the Service or its Outputs;
• probe, scan or test the vulnerability of the Service, or interfere with its integrity, performance or other users; or
• use the Service in breach of any law or third-party right, or upload Customer Data you do not have the right to use.

We monitor usage to detect activity that breaches this section, and may rate-limit, restrict or suspend access immediately and without prior notice when we reasonably believe it is occurring. A breach of this section is a material breach of these Terms.

Clearing Rate and its licensors own all right, title and interest, including all intellectual property rights, in the Service and the Clearing Rate Technology, and in any improvements, whether or not made from your feedback or your use. You acknowledge that the Clearing Rate Technology contains valuable trade secrets and confidential information developed at substantial cost, and that its methodology is not disclosed by using the Service or by any Output. Clearing Rate™ and the Clearing Rate logo are trademarks of 9576-8958 Québec Inc.; you may not use them without our written permission, except to accurately identify the source of an Output.

If you send us ideas, suggestions or feedback, we may use them freely and without obligation or compensation to you.

• You own your Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit and display it as needed to provide, secure and support the Service for you, and to create Aggregated Data.
• You are responsible for your Customer Data and for having every right, notice and consent required under applicable law, including privacy laws such as Québec's Act respecting the protection of personal information in the private sector and Canada's PIPEDA, to enter information about creators and other individuals.
• We may create and use Aggregated Data to operate, maintain, calibrate and improve the Service and its benchmarks, and to publish market insights, provided Aggregated Data never identifies you, your clients, your Authorized Users or any individual. We do not sell your Customer Data or use it to train generative AI models.
• Customer Data is hosted by our service providers, some of which store data outside Canada, as described in our Privacy Policy, which forms part of these Terms.
• After your account closes, you can ask us for an export within thirty days; after that we delete Customer Data as described in the Privacy Policy, except copies we must keep by law.

Subject to these Terms, you may use Outputs for your internal business purposes and share them with your own clients, creators and business partners in the ordinary course of planning and negotiating campaigns. You may not republish Outputs in bulk, sell or license them as data, or present them as a certification, guarantee or endorsement by Clearing Rate. Outputs are produced by a model that changes over time, so the same inputs may produce different Outputs on different dates.

• Paid plans are subscriptions billed in advance, monthly or annually, at the prices shown when you subscribe, in US or Canadian dollars as you choose at checkout. Payments are processed by our payment provider, Stripe.
• Every paid plan begins with a 7-day free trial, limited to one trial per customer. A payment method is required. Unless you cancel before the trial ends, your plan starts and you are charged at the end of the trial. During a trial some features are limited as described in the app.
• Subscriptions renew automatically for successive periods of the same length until cancelled. You may cancel at any time from the billing portal; cancellation takes effect at the end of the period already paid for.
• Fees are non-refundable except where these Terms or applicable law require otherwise. Plan changes take effect as shown in the billing portal, with prorated charges or credits where applicable.
• Prices exclude applicable taxes, such as GST/HST and QST, which are added where required. You are responsible for all taxes other than taxes on our income.
• Each plan includes the usage limits shown on the pricing page (valuations, roster creators, campaigns and seats). We may suspend paid features if a payment fails and is not resolved.
• We may change prices or plan limits for future billing periods with at least thirty days' notice by email or in the app.

Each party will keep the other's non-public information that is marked or reasonably understood to be confidential (“Confidential Information”) in confidence, use it only to perform or receive the Service, and disclose it only to people who need to know it and are bound by similar obligations. Our Confidential Information includes the Clearing Rate Technology and any non-public pricing, product or roadmap information; your Confidential Information includes your Customer Data. These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully known to it, is independently developed without use of the other's information, or is lawfully received from a third party, nor to disclosures required by law after reasonable notice where permitted. These obligations survive termination; for trade secrets, for as long as they remain trade secrets.

The Service relies on third-party providers (for example sign-in, hosting and payment processing) and may reference data from social platforms. Their services are governed by their own terms, and we are not responsible for them. Platform metrics and creator information you enter may be inaccurate or change without notice.

We may add, change or remove features, and will give reasonable notice of any change that materially reduces what a paid plan includes. We aim to keep the Service available but do not promise uninterrupted or error-free operation; maintenance, updates and events outside our control may cause interruptions. Beta or preview features are provided as-is and may change or end at any time.

• You may stop using the Service and close your account at any time.
• We may suspend or terminate your access immediately, without refund, if you breach section 5 (Restrictions) or section 6, misuse the Service, create risk or legal exposure for us or others, or fail to pay. We may terminate for any other material breach that you do not cure within ten days of notice.
• We may end the Service for convenience on thirty days' notice, in which case we will refund prepaid fees for the unused period.
• On termination your licence ends immediately. Sections 1, 5, 6, 7 (Aggregated Data), 10, 14 to 18 and 20 survive termination.

To the maximum extent permitted by law, the Service, the Clearing Rate Technology and all Outputs are provided “as is” and “as available”, without warranties or conditions of any kind, express or implied, including any warranty of merchantability, quality, fitness for a particular purpose, accuracy, non-infringement or that Outputs will match market prices or outcomes. Nothing in these Terms excludes any warranty that cannot be excluded by law.

To the maximum extent permitted by law: (a) neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, deals, savings, goodwill or data, however caused; and (b) each party's total liability for all claims relating to the Service or these Terms is limited to the fees you paid us in the twelve months before the event giving rise to the claim. These limits do not apply to your breach of sections 5 or 6, your infringement or misappropriation of our intellectual property, your payment obligations, your indemnity obligations, liability for intentional or gross fault, liability for bodily or moral injury caused to another, or any other liability that cannot be limited by law.

You will defend, indemnify and hold harmless Clearing Rate and its directors, officers, employees and contractors from any claim, loss, damage, cost or expense (including reasonable legal fees) arising out of your Customer Data, your use of Outputs, your breach of these Terms, or your violation of any law or third-party right.

You acknowledge that a breach of section 5, 6 or 10 would cause us irreparable harm for which damages would not be an adequate remedy. We are entitled to seek injunctive relief, including a safeguard or interlocutory injunction, and specific performance, without having to post security where the law permits, in addition to any other remedy, including recovery of the profits or value you obtained through the breach.

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable there. Subject to any mandatory rights you may have as a consumer, the courts of the judicial district of Montréal, Québec have exclusive jurisdiction, and each party submits to them. We may seek injunctive relief to protect our intellectual property or Confidential Information in any competent court.

We may update these Terms. For a material change we will tell you by email or in the app and ask you to accept the new version before you continue to use the Service; if you do not accept it, you may cancel and we will refund any prepaid fees for the unused period. The version and effective date at the top of this page identify the current Terms.

• Entire agreement: these Terms, the Privacy Policy and any order form or written agreement signed by both parties are the entire agreement on their subject. A signed written agreement prevails over these Terms where they conflict.
• Publicity: we will not name you as a customer or use your logo without your written consent.
• Assignment: you may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition, reorganization or sale of assets.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Notices: we may give notice by email to your account address or in the app. Notices to us must be sent to ash@clearingrate.com.
• Severability and waiver: if any provision is held unenforceable, it is enforced to the maximum extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver.
• Relationship: the parties are independent contractors. There are no third-party beneficiaries.
• Electronic acceptance: you agree that accepting these Terms electronically is as binding as a signed paper agreement.
• Language: the French version of these Terms (Conditions d’utilisation) is presented first. If, having been offered the French version, you accept these Terms in English, you thereby expressly wish to be bound by the English version. Where the two versions differ, the version you accepted prevails. Si, après avoir pris connaissance de la version française, vous acceptez les présentes Conditions en anglais, vous exprimez ainsi votre volonté expresse d’être lié par la version anglaise.

9576-8958 Québec Inc., operating as Clearing Rate, 16 rue Cambridge, Hudson, Québec J0P 1H0, Canada. Email: ash@clearingrate.com.