Terms of Service

1. Terms of Service

These Terms of Service (“Terms”) govern your use of the Clera platform and its services, provided by Clera Labs, Inc. (“Clera,” “we,” “our,” or “us”). By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Service.

Please read these Terms carefully. These Terms contain a mandatory individual arbitration provision in Section 30 and a class action/jury trial waiver in Section 31 that require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

2. Definitions

3. Eligibility

You must be at least 18 years of age to use the Service. By using Clera, you represent and warrant that you are at least 18 years old and capable of forming a legally binding contract. If you are under 18 years of age, you may not use or access the Service under any circumstances. Clera reserves the right to request proof of age from any Talent and to terminate or suspend accounts of Talents who are found to be under 18 years of age.

4. Registration and Service Access

The registration process for Clera occurs in the following steps:

1. Onboarding:
   • You take the Clera onboarding flow
   • Clera requests your email address, LinkedIn, and optionally your CV
   • You may take an AI call with Clera to provide more information about your profile and your ideal job positions
   • You provide this contact information to Clera
2. Terms Acceptance and Activation:
   • After receiving your contact information, Clera may initiate an AI-powered phone call to learn more about your profile and job preferences. The AI call is optional but may enhance the quality of your matches.
   • By completing the onboarding process, you:
     • Accept these Terms of Service
     • Authorize Clera to access and use your professional information to match you with relevant job opportunities
     • Agree to be added to Clera's Talent pool

These Terms apply to Talents who have completed the onboarding process. If you have been contacted by Clera before completing onboarding (for example, via email or LinkedIn outreach), please refer to our Privacy Policy for information about how we handle your data prior to onboarding.

5. Talent Conduct

Talents are expected to maintain respectful behavior when interacting with Clera and other Talents within the network. Clera aims to provide a positive environment for meaningful connections.

Inappropriate conduct includes, but is not limited to:

• Using offensive, discriminatory, or inflammatory language
• Engaging in hostile or aggressive communication
• Making inappropriate personal remarks or threats
• Deliberately attempting to manipulate or misuse the AI system
• Any form of harassment or bullying

Violation of these conduct guidelines may result in restriction or removal from the Clera network, at Clera's sole discretion. Clera reserves the right to take appropriate action to maintain service quality for all Talents.

6. AI Call and Service Activation

The AI call with Clera is an optional step that may enhance your profile and improve the quality of your matches. During this call, Clera will learn more about you and your job preferences. You are responsible for any charges or fees from your phone service provider associated with the call. During this call, any information you share that is publicly available (e.g., LinkedIn profile, job title) will be used to generate your profile and facilitate personalized introductions to companies.

7. Privacy and Data Protection

All Talent data is protected and handled in accordance with Clera's Privacy Policy. By using the Service, you acknowledge that your personal information may be transferred to, and processed in, the United States.

8. Internal Data Access and Usage

Your data may be reviewed by authorized Clera personnel for the following purposes:

• Monitoring and preventing platform abuse
• Improving the product experience
• Resolving Talent issues and concerns
• Ensuring service quality and safety

This may include review of Talent conversations with Clera, email communications, LinkedIn messages with Clera, and Talent behavioral data.

We maintain strict data handling protocols:

• Specific Talent information is never exported or used for purposes other than those listed above
• Talent data is only accessed when necessary for service operation and improvement
• Anonymous and aggregated data may be used for product analytics and service enhancement
• All team members are bound by confidentiality requirements regarding Talent data

9. Third-Party AI Processing

To provide our services, Clera uses industry-leading artificial intelligence providers. By using the Service, you acknowledge and agree that:

Your communications and interactions with Clera may be processed by third-party AI services, including but not limited to Anthropic, OpenAI, Google, Vapi, ElevenLabs, and other AI technology providers. A current list of our sub-processors is available upon request. Information processed by these services may include:

• Content of your conversations with Clera
• Profile information you provide
• Public information from your LinkedIn profile
• Call transcripts and recordings

These third-party providers:

• Process data according to their own privacy policies and security standards
• May retain processed data in accordance with their terms of service
• Are bound by industry-standard confidentiality and security requirements

We select providers based on their security practices and reliability, and we regularly review their compliance with applicable data protection standards. You can request more information about our AI data processing practices or a current list of sub-processors by contacting us at [email protected].

10. Service Operation and Matching Process

By using the Service, you understand and agree that:

1. Your public LinkedIn profile information and contact information will be accessible to our partnering companies to facilitate a successful matching process
2. You will be added to Clera's matching pool after completing onboarding, including providing information such as LinkedIn or CV and optionally taking an AI call with Clera
3. Companies will be able to view your LinkedIn profile information, CV, call information, and your AI-Generated Profile before deciding to connect
4. Clera generates an AI-Generated Profile from your Profile Information, which includes AI-derived summaries, assessments, and match scores. This derived data may be shared with companies as part of the matching process.

11. AI Output Disclaimer

Clera uses artificial intelligence to generate candidate profiles, match scores, and job recommendations. Due to the nature of AI technology, these outputs may not always be accurate, complete, or suitable for your purposes. AI-generated matches and recommendations do not constitute employment advice or a guarantee of employment.

You acknowledge that AI-generated outputs, including your AI-Generated Profile, match scores, and job recommendations, may contain inaccuracies. Clera does not guarantee the accuracy, completeness, or suitability of any AI-generated content. You are solely responsible for evaluating the appropriateness of any job opportunity presented through the Service.

12. Safety and Well-being Measures

Clera takes the safety and well-being of its Talents seriously. While the platform focuses on making introductions and building connections, it is not designed for nor should be used as a substitute for professional advice, including mental health or legal services. We urge Talents to seek assistance from licensed professionals when needed. If at any time you feel that the conversation with Clera or another Talent is inappropriate or raises concerns, we encourage you to discontinue the conversation and contact our support team for assistance.

13. Feedback

Clera values Talent feedback to improve its services. By providing feedback, you grant Clera a worldwide, royalty-free, perpetual, irrevocable license to use, modify, and incorporate your feedback into our services without restriction or compensation.

14. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of Clera and its licensors. You agree not to copy, modify, or distribute any part of the Service without prior written consent.

15. Restrictions and Acceptable Use

In addition to any other restrictions in these Terms, you agree not to:

• Use any automated means, including bots, crawlers, scrapers, or data mining tools, to access, collect data from, or interact with the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or matching logic of the Service
• Use the Service for any commercial purpose unless explicitly agreed upon in writing with Clera, including reselling access, using the platform to generate revenue, or advertising products or services
• Copy, rent, lease, sell, transfer, assign, sublicense, or distribute any part of the Service
• Use the Service in competition with Clera, for benchmarking, competitive analysis, or to develop competing products or services
• Attempt to interfere with, compromise the security of, or overload the Service
• Collect or harvest personal information of other users from the Service
• Circumvent, disable, or interfere with security-related features of the Service
• Misrepresent your identity, qualifications, or affiliation with any person or entity

16. Company Terms

The following sections (16 through 20) apply specifically to Companies that use the Clera platform to find and hire Talent. By creating a Company account or using Clera's recruitment services, Companies agree to be bound by these Company Terms in addition to all other provisions of these Terms of Service.

17. Placement Fees and Payment

18. Guarantee Period

If a Talent placed through Clera voluntarily resigns or is terminated for cause within 90 days of their start date (the “Guarantee Period”), Clera will, at the Company's option, either (a) provide a replacement search at no additional placement fee, or (b) issue a pro-rated credit toward the placement fee based on the number of days worked. The Company must notify Clera in writing within 10 business days of the Talent's departure to be eligible for the guarantee. This guarantee does not apply if the departure results from a change in the role, compensation, or working conditions from what was originally offered to the Talent.

19. Company Obligations

By using Clera's recruitment services, Companies agree to:

• Accurate Information: Provide accurate and complete information about open positions, including job descriptions, compensation ranges, and hiring requirements.
• Timely Communication: Respond to Talent introductions and scheduling requests in a reasonable timeframe. Clera reserves the right to deprioritize Companies that consistently fail to respond.
• Non-Circumvention: Not directly hire, contract, or engage any Talent introduced by Clera outside of the Clera platform for a period of 12 months following the introduction, unless the applicable placement fee has been paid in full.
• Fair Treatment: Treat all Talent introduced through Clera fairly and in compliance with applicable employment laws, including anti-discrimination laws.
• Confidentiality:Treat Talent Profile Information and AI-Generated Profiles received through Clera as confidential and not share them with third parties without Clera's prior written consent.

20. Company Data and Confidentiality

Companies acknowledge that information shared with Clera about open positions, hiring needs, and organizational structure may be used by Clera to facilitate the matching process. Clera will treat such information as confidential and will not disclose it to parties other than potential Talent candidates, except as required by law. Companies may request deletion of their organizational data by contacting [email protected].

For questions about Company Terms or to discuss custom arrangements, please contact [email protected].

21. Payment and Fees

Clera is free for Talents. Clera is not responsible for any carrier fees, data charges, or other costs associated with using your devices to interact with Clera.

22. Limitation of Liability

To the maximum extent permitted by applicable law, Clera shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, or data, arising out of or relating to your use of, or inability to use, the Service.

In no event shall Clera's total cumulative liability to you for all claims arising out of or relating to these Terms or the Service exceed one hundred U.S. dollars ($100.00). This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Clera has been advised of the possibility of such damages.

Clera is not liable for any outcomes resulting from matches or interactions facilitated by the Service. Talents agree that the connections facilitated by Clera are done on an “as-is” basis, and Clera does not guarantee success, financial outcomes, or any particular results from the use of the Service.

The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.

23. Indemnification

You agree to indemnify, defend, and hold harmless Clera, its affiliates, officers, employees, and partners from any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising from your use of the platform, violation of these Terms, misuse of AI-driven recommendations, or infringement of any third-party rights. This includes any claims related to inaccurate job placements, miscommunication between Talents and companies, or unlawful use of Clera's services.

This indemnification obligation does not apply to the extent that a claim arises from Clera's own gross negligence or willful misconduct.

24. Termination

Clera reserves the right to suspend or terminate your access to the platform at its sole discretion, with or without notice, if you violate these Terms or engage in conduct that is harmful to Clera, its users, or third-party partners. This includes but is not limited to fraudulent behavior, spamming, harassment, and misrepresentation. If your access is terminated, you may request a review of the decision by contacting [email protected], but Clera is not obligated to reinstate your account.

Upon termination of your account, your rights under these Terms will immediately cease. Your right to request deletion of your personal data under Section 25 and the Privacy Policy shall survive termination.

25. Data Deletion Rights

You have the right to request the deletion of your personal data from Clera's platform at any time. To do so, you may contact [email protected]. Upon receiving a verified request, your data will be removed from active systems within 30 days, except where retention is required by law or for legitimate business purposes. For a full description of your data rights, please see our Privacy Policy.

26. User-Generated Content & Moderation

Users may provide content such as CVs, job preferences, or feedback through the platform. By submitting content, you grant Clera a non-exclusive, worldwide, royalty-free license to use, store, and display this information to facilitate relevant job matching for the Talent. However, you must not upload false, misleading, offensive, or proprietary content without authorization. Clera reserves the right to review, remove, or moderate any content that violates these Terms or is deemed inappropriate.

27. Use of Automated Hiring Tools in New York City

If you are a New York City resident or if you apply to positions based in NYC, please be aware that Clera's AI-driven headhunter platform may qualify as an Automated Employment Decision Tool (AEDT) under NYC Local Law 144. In compliance with Local Law 144, Clera conducts bias audits on its AI systems and makes summaries of these audits publicly available. For more information about your rights under NYC's Local Law 144, to request an alternative selection process, or to request additional information about the data collected for the AEDT, please contact us at [email protected].

28. “AS IS” and “AS AVAILABLE” Disclaimer

Clera's services are provided on an “AS IS” and “AS AVAILABLE” basis. We make no warranties, either expressed or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained from Clera or through the Service will create any warranty not expressly stated herein. We do not warrant that the Service will be uninterrupted, secure, or free from errors.

29. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to the arbitration agreement in Section 30, you agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions not subject to arbitration. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

30. Arbitration Agreement

Please read this section carefully. It requires you to arbitrate disputes with Clera and limits the manner in which you can seek relief.

Any dispute, controversy, or claim arising out of or relating to these Terms, the Service, or your relationship with Clera (each, a “Claim”) shall be resolved exclusively through final and binding arbitration administered by JAMS under its then-current Consumer Arbitration Rules, except as otherwise provided herein.

Informal Resolution First: Before initiating arbitration, you agree to contact us at [email protected] and attempt to resolve the Claim informally for at least sixty (60) days.

Arbitration Procedure: The arbitration will be conducted by a single arbitrator. For non-commercial users, if you are the claimant, you may choose for the arbitration to take place in the U.S. county where you reside or in Delaware. The arbitrator may award the same damages and relief that a court could award.

Opt-Out: You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your notice must include your full name and a statement that you opt out of the arbitration agreement. Opting out does not affect any other provisions of these Terms.

Exceptions: Either party may bring a Claim in small claims court if it qualifies. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

Severability: If any part of this arbitration agreement is found to be unenforceable, the remainder shall continue in full force and effect. If the class action waiver in Section 31 is found unenforceable as to a particular claim for relief, then this entire arbitration agreement shall be null and void with respect to that claim only.

31. Class Action / Jury Trial Waiver

By agreeing to these Terms, you and Clera each waive the right to a trial by jury and the right to participate in any class action, collective action, or representative proceeding. You and Clera agree that any Claim must be brought in your or its individual capacity only, and not as a plaintiff or class member in any class, collective, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

32. Force Majeure

Clera shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or cyberattacks.

33. Changes to the Terms

Clera may update these Terms from time to time. Any material changes will be communicated to Talents via email or platform notifications. Continued use of the Service after changes have been made will constitute acceptance of the revised Terms. If you do not agree to any updated Terms, you must discontinue use of the Service.

34. General Provisions

35. Contact Information

If you have any questions about these Terms, please contact us at [email protected].

You can also reach us by mail at:
Clera Labs, Inc.
1111B S Governors Ave STE 40598
Dover, DE 19904