Clef is a new way to manage your identity on the web. Clef facilitates website user login and registration by making user authentication easy and secure for users rather than requiring you to remember numerous usernames and passwords. Users download the Clef mobile application on their phone or other mobile device and set up an account using only their email. Then, users can scan any login QR code on a Clef enabled site and instantly authenticate the computer. (See How Clef Works and FAQ.) Finally, when users are ready, they can logout on their phone and the computer’s authenticated session will be deactivated, allowing no new logins to Clef enabled sites.

This site and the mobile applications and services (the “Clef Services”) available in connection with this site (the "Clef Site") are made available to you by Clef, Inc. ("Clef") subject to these terms and conditions, including those set forth in the Clef Privacy Policy (the "Terms"). By accessing, using or downloading any materials from the Clef Site, you agree to follow and be bound by the Terms, which may be updated by Clef from time to time without notice to you. You can review the most current version of the Terms at any time at Terms of Use. Clef and its third party providers may make improvements and/or changes in the services, mobile applications, and features described in this Clef Site at any time without notice. Certain provisions of the Terms may be supplemented or superseded by expressly designated legal notices or terms located on particular pages at this Clef Site. The Clef Site is not intended for and is not designed to attract children under 13 years of age. If you do not agree with the Terms, please do not use this Clef Site. BY CONTINUING TO USE THE SITE, YOU ARE INDICATING YOUR AGREEMENT TO THE TERMS AND ALL REVISIONS THEREOF.

Clef reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Clef Site or any portion thereof with or without notice. You agree that Clef shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Clef Site or any portion thereof.

Registration

To use the services available on the Clef Site, you must complete the membership registration form. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Clef Site's registration form ("User Data") and (b) maintain and promptly update the User Data to keep it accurate and current. You agree that Clef may use your User Data to provide the user authentication, login and registration services on the Clef Site for which you have enrolled (the “Services”). If you provide any information that is inaccurate or not current, or Clef has reasonable grounds to suspect that such information is inaccurate or not current, Clef has the right to suspend or terminate your account and refuse any and all current or future use of the Clef Site. In consideration of your use of the Clef Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction.

Cancellation

You may cancel your Clef membership by visiting your "Account" page and selecting "Cancel Services" or by contacting us by email at support@getclef.com.

User Conduct

Your account information and access to our service is accessible only through (a) the use of your mobile device’s camera and the Clef mobile device app, or (b) the use of an individual user ID and password used for you to login to the Clef Web Clef Site. To protect the confidentiality of personal information and to prevent its unauthorized use to login to third party web sites, (a) you must keep your mobile device security code enabled with access only through your private passcode, and (b) you must keep your mobile device passcode and Clef Site password confidential and not disclose such codes to any other person. You should advise us immediately if: you believe your mobile device pass code or Clef Web Clef Site password has been misused or disclosed or discovered by any other person; or your mobile device is lost or stolen. In addition, always logout and close your browser when you finish your session. You are solely responsible for maintaining the confidentiality of your mobile device passcode and Clef Site password and for restricting access to your passcode, password and to your computer while logged into any sites through the Clef Services. You accept responsibility for all activities that occur under your account or from your computer. We endeavor to use reasonable security measures to protect against unauthorized access to your account. We cannot, however, guarantee absolute security of your account, the personal information you provide, or unauthorized use of the login and authentication services Clef provides, and we cannot promise that our security measures will prevent third-party "hackers" from illegally accessing the Clef Site or its contents. You agree to immediately notify Clef of any unauthorized use or your account or password or any other breach of security, and to accept all risks of unauthorized access to personal information you provide and unauthorized use of the Clef login and authentication services.

The Clef Site is for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Clef Site, use of the Clef Site or access to the Clef Site.

Dealings with Third Party Service Providers and Advertisers

Web site access and product and service offerings made available to you by or through third party web sites on which you are registered and/or logged on through the Clef Site are made and offered directly by the applicable third party site, product or service provider or advertiser. When you purchase any such product or service offering through the Clef Site, you acknowledge that you are contracting directly with the applicable third party and not with Clef. Your correspondence or business dealings with, or participation in promotions of, such third party site, provider or advertiser, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party site, provider or advertiser. Clef is not responsible for the performance or nonperformance of any third party service provider or advertiser. YOU AGREE THAT CLEF SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU AS THE RESULT OF ANY OF YOUR DEALINGS WITH THIRD PARTY SERVICE PROVIDERS OR ADVERTISERS ACCESSED THROUGH YOUR USE OF THE CLEF SITE OR CLEF SERVICES OR OTHERWISE.

Proprietary Rights

You acknowledge and agree that the Clef Site, any necessary software used in connection with the Clef Site (if any) and any Content available on the Clef Site contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized by Clef or applicable third party service providers or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Clef Site, the software or Content available on the Clef Site (other than Content that you may submit), in whole or in part.

Clef grants you a personal, non-transferable and non-exclusive right and license to access and use the Clef Site; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Clef Site. You agree not to access the Clef Site by any means other than through the interface that is provided by Clef for use in accessing the Clef Site.

The term “Clef”, the Clef logo and other Clef logos and product and service names are the exclusive trademarks of, and are owned by Clef, Inc., and you may not use or display such trademarks in any manner without Clef's prior written permission. Any third party trademarks or service marks displayed on the Clef Site are the property of their respective owners. Clef reserves all rights not expressly granted hereunder.

Claims of Copyright Infringement

If you have reason to believe any part of the Content of the Clef Site infringes the copyrights of others, please notify our Copyright Agent immediately using the contact information provided below. It is our policy to investigate any allegations of copyright infringement brought to our attention. We reserve the right in our sole discretion to immediately suspend and/or terminate access to any Clef Site by any user who is alleged to have posted infringing materials or a link to infringing materials on the Clef Site and to immediately remove or disable the allegedly infringing Content or link.

If you are the copyright owner (or are authorized to act on behalf of the copyright owner), please notify our Copyright Agent immediately if you believe that (a) any Content displayed on the Clef Site infringes your copyright or (b) any link posted on the Clef Site links to materials that infringe your copyright. As soon as we receive your notice of claimed infringement, in the form described below, we will promptly remove or disable access to the materials that are claimed to be infringing (or the subject of infringing activity). Your notice must be in writing and must include the following: a description of the copyrighted work you believe has been infringed (or if you believe multiple copyrighted works have been infringed, a representative list); a description of the material you believe is infringing or the subject of infringing activity, together with enough information to permit us to locate the material on the applicable Clef Site; enough information to permit us to contact you, such as, your name, address, telephone number and, if available, e-mail address; a statement that you have a good faith belief that the allegedly infringing use of the material was not authorized by the owner of the exclusive right that is allegedly infringed (the "copyright owner"), an agent for the copyright owner, or by law; a statement that all of the information you have provided is accurate; and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner. Your notice must be signed (physically or electronically) and must be addressed as follows:

Copyright Agent

c/o Clef, Inc.

E-mail: support@getclef.com

Your Feedback

We welcome your comments, feedback, suggestions, and other communications regarding the Clef Site and the services we make available through the Clef Site (collectively, "Feedback"). While you are not obligated to provide Feedback, in the event that you provide Feedback, you hereby grant to Clef a worldwide, non-exclusive, transferrable, assignable, sub-licenseable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. For this reason, we ask that you not send Clef any Feedback that you do not wish to license to us as set forth above.

Disclaimer of Warranties and Liability

THE SERVICES ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS. CLEF HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, OR THE CLEF MATERIALS INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE SERVICE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLEF DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLEF DISCLAIMS ANY WARRANTY TO ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY BENEFICIARY.

CLEF’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLEF IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY SUCH EVENTS.

YOU EXPRESSLY AGREE THAT CLEF DOES NOT ASSUME RESPONSIBILITY FOR YOUR USE OF THE SITE OR ANY UNAUTHORIZED USE OF LOGINS AND/OR REGISTRATION RESULTING FROM THE UNAUTHORIZED USE OF YOUR MOBILE DEVICE OR OTHERWISE. YOU EXPRESSLY AGREE TO RELEASE CLEF, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY CONNECTED WITH ANY UNATHORIZED USE OF THE CLEF SERVICES, AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH UNATHORIZED USE OF THE CLEF SERVICES USE OF THE CLEF SERVICES.

IN NO EVENT SHALL CLEF OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR THE CLEF MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM CLEF, ITS SERVICES OR MATERIALS, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERROR, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CLEF’S RECORDS, PROGRAMS OR SERVICES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold Clef and its subsidiaries, affiliates, officers, agents, representatives, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise seek to make available through the Clef Site, your use of the Clef Site, , your connection to the Clef Site, your violation of the Terms, or your violation of any rights of another person or entity.

Termination

Without limiting Clef’s right to terminate any service in general or to any user for any reason at any time, you agree that Clef may, under certain circumstances and without prior notice, immediately terminate your account and/or access to the Clef Site. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Clef Site (or any portion thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Clef Site. Termination of your account may include (x) removal of access to all offerings within the Clef Site, (y) deletion of your information, files and Content associated with or inside your account, and (z) barring of further use of the Clef Site. Further, you agree that all terminations for cause shall be made in Clef's sole discretion and that Clef shall not be liable to you or any third party for any termination of your account or access to the Clef Site.

Applicable Laws

This Clef Site is controlled by Clef from its offices within the United States of America. Clef makes no representation that the Content in the Clef Site or the Clef Site are appropriate or available for use in other locations, and access to them from territories where their content or use is illegal is prohibited. Those who choose to access this Clef Site from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations. Any action related to the Clef Site, the Content or the Terms shall be governed by California law and controlling U.S. federal law, without regard to conflicts of laws thereof. You hereby consent and submit to the exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California for any legal proceedings related to the Clef Site or the Terms. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of these Terms, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys' fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Clef Site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Sections 3-8 and 10-12 shall survive termination of your account and/or the Terms.

General

You agree that no joint venture, partnership, employment or agency relationship exists between you and Clef as a result of the Terms or your use of the Clef Site. The Terms constitute the entire agreement between you and Clef with respect to your use of the Clef Site. The failure of Clef to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without the prior written consent of Clef. Clef has the right, in its sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third party contractors to fulfill its duties and obligations under these Terms and in connection with the Clef Site. Clef's notice to you via email, regular mail or notices or links on the Clef Site shall constitute acceptable notice to you under the Terms. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Section titles and headings in the Terms are for convenience only and have no legal or contractual effect. Any rights not expressly granted herein are reserved.

Support and Questions

We will provide support to you related to the Clef Site via the following methods:

• Website (https://getclef.com)
• Email (support@getclef.com)
• Blog (http://blog.getclef.com)

We strive to respond to support requests within 48 hours after the request is placed. If you have any questions regarding these Terms, please contact us by email at support@getclef.com.

2012 Clef, Inc.

©2012 Clef, Inc. All rights reserved.