Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Menlo Park Labs Corp., a Canadian federal corporation ("Clawable," "we," "us," or "our"). By engaging our services, submitting a contact form, or otherwise interacting with our website at clawable.ai ("Site"), you agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

Clawable provides white-glove deployment, configuration, and managed support services for OpenClaw, an open-source AI agent platform ("Services"). Our Services may include:

• Deployment of OpenClaw agents on Client-owned or Client-controlled infrastructure
• Configuration and integration of third-party services (e.g., Gmail, Slack, Notion, Salesforce) as directed by Client
• Security hardening of deployed environments
• A hypercare support period following initial deployment (typically 14 days)
• Ongoing managed care and monitoring as separately agreed

The specific scope of Services for each engagement will be defined in a custom quote or statement of work ("SOW") provided to Client.

Unless expressly stated in a SOW, our Services do not include:

• Ongoing ownership or operation of Client infrastructure after deployment is complete
• Custom software development, feature development, or modifications to the OpenClaw codebase (unless explicitly scoped)
• Legal, regulatory, or compliance consulting (including HIPAA, SOX, PCI-DSS, or any industry-specific compliance)
• Data backup, disaster recovery, or business continuity services beyond what is necessary to stand up the environment
• Training beyond what is specified in the SOW
• Ongoing support for third-party services, APIs, or integrations beyond initial configuration and hypercare

Clawable will do what is necessary to make OpenClaw operational, which may include provisioning or configuring infrastructure, networking, or hardware as agreed in the SOW. Client is solely responsible for:

• Providing timely access, approvals, and procurement needed for infrastructure, networking, or hardware decisions
• Ongoing ownership, costs, and maintenance of Client infrastructure, hardware, servers, and network environments after deployment
• Ensuring that its use of OpenClaw agents and all integrated third-party services complies with all applicable laws, regulations, and third-party terms of service
• Obtaining all necessary consents, authorizations, and licenses required for Clawable to perform the Services, including access to Client systems and third-party accounts
• The accuracy, legality, and appropriateness of all data processed by OpenClaw agents on Client infrastructure
• Implementing and maintaining adequate security measures on Client infrastructure, including but not limited to access controls, firewalls, encryption, and regular security updates
• Maintaining backups of all Client data
• Compliance with all applicable privacy laws and regulations with respect to data processed by AI agents on Client infrastructure
• Promptly revoking or rotating any credentials shared with Clawable upon completion of setup

During the deployment process, Client may provide Clawable with API keys, access tokens, or other credentials ("Credentials") solely to enable configuration of integrations. Clawable will:

• Use Credentials exclusively for the purpose of performing the agreed-upon Services
• Not retain, store, or copy Credentials beyond the active deployment period
• Not access the underlying content or data accessible through such Credentials (e.g., emails, messages, documents, or CRM records)

Client acknowledges that it is solely responsible for managing, securing, and revoking Credentials. Clawable is not responsible for any unauthorized use of Credentials that occurs due to Client's failure to rotate or revoke access after the deployment period.

Fees for Services will be set forth in the applicable SOW or custom quote. Unless otherwise agreed in writing:

• All fees are quoted in Canadian dollars (CAD) unless otherwise specified
• Payment is due upon the schedule outlined in the SOW
• All fees are non-refundable once Services have commenced, except as expressly stated in the SOW
• Late payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

OpenClaw. OpenClaw is an independent open-source project. Clawable does not own, develop, or maintain OpenClaw. Client's use of OpenClaw is governed by its applicable open-source license.

Client Data. Client retains all rights, title, and interest in Client data. Clawable claims no ownership over any Client data.

Clawable Materials. Clawable retains all rights in its proprietary methodologies, templates, scripts, configurations, and documentation used in performing the Services ("Clawable Materials"). Client receives a non-exclusive, non-transferable license to use Clawable Materials solely in connection with their deployed OpenClaw environment.

Client acknowledges and agrees that:

• AI agents deployed through OpenClaw operate autonomously and may produce inaccurate, incomplete, or inappropriate outputs ("AI Outputs")
• Clawable does not and cannot guarantee the accuracy, reliability, completeness, or appropriateness of any AI Outputs
• AI agents may interact with third-party services in unexpected ways, including sending communications, modifying data, or triggering workflows
• Client is solely responsible for supervising, reviewing, and validating all AI Outputs and actions taken by deployed agents
• Clawable shall have no liability for any damages, losses, or claims arising from AI Outputs, agent actions, or Client's reliance on automated processes
• Client is solely responsible for implementing appropriate human-in-the-loop safeguards for critical workflows

The Services may involve integration with third-party services (e.g., Gmail, Slack, Notion, Salesforce, Zoom, GitHub, Linear) and rely on open-source software including OpenClaw.

Clawable makes no representations or warranties regarding:

• The availability, reliability, security, or continued operation of any third-party service or open-source software
• Changes to third-party APIs, terms of service, pricing, or functionality that may affect the Services
• The security or privacy practices of any third-party service provider
• The continued development, maintenance, or support of OpenClaw or any other open-source dependency

Client's use of any third-party service is governed by the applicable third-party terms and is entirely at Client's own risk. Clawable shall not be liable for any disruption, data loss, or damage caused by changes to or failures of third-party services or open-source software.

Unless a separate, signed service level agreement exists between Clawable and Client, all Services are provided on a best-effort basis. Clawable does not guarantee:

• Any specific uptime, availability, or response time for deployed agents or managed care services
• That the Services will be uninterrupted, error-free, or meet Client's specific requirements
• Any particular outcome, result, or performance metric

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) Exclusion of Consequential Damages. IN NO EVENT SHALL CLAWABLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, REVENUE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF CLAWABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Liability Cap. CLAWABLE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CLAWABLE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Essential Basis. THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CLAWABLE WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

THE SERVICES, THE SITE, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CLAWABLE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, CLAWABLE DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT AI AGENTS WILL OPERATE WITHOUT ERROR, OR THAT ANY DEFECTS WILL BE CORRECTED.

Client shall indemnify, defend, and hold harmless Clawable and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• Client's use or misuse of the Services, OpenClaw, or any AI agents deployed thereunder
• Any AI Outputs or actions taken by deployed agents on Client's infrastructure or through Client's integrated services
• Client's breach of these Terms or any applicable SOW
• Client's violation of any applicable law, regulation, or third-party rights
• Client's failure to comply with applicable privacy laws or obtain necessary consents for data processing by AI agents
• Any claim by a third party arising from data processed by, or actions taken by, AI agents on Client's infrastructure
• Client's failure to secure, rotate, or revoke Credentials as required
• Client's failure to maintain adequate infrastructure security

Either party may terminate the engagement upon 30 days' written notice. Clawable may immediately terminate or suspend Services if:

• Client breaches any material term of these Terms or the applicable SOW
• Client fails to make payment when due
• Clawable reasonably determines that continued provision of Services poses a security risk or legal liability

Upon termination: (a) Client shall pay all fees for Services rendered through the termination date; (b) Clawable shall have no obligation to maintain, migrate, or export any configurations, data, or deployments on Client infrastructure; (c) any licenses to Clawable Materials shall survive solely for Client's continued use of the deployed environment.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") shall be resolved exclusively by binding arbitration administered in Vancouver, British Columbia, Canada, in accordance with the rules of the British Columbia International Commercial Arbitration Centre (BCICAC) or, if unavailable, the Canadian Arbitration Association.

Individual Basis. All Disputes shall be resolved on an individual basis. Client waives any right to participate in a class action, class arbitration, or any other representative proceeding.

Costs. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Clawable shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, government action, power outages, internet or telecommunications failures, cyberattacks, failures of third-party services or open-source software, or any other force majeure event.

Clawable reserves the right to modify these Terms at any time by posting the revised Terms on the Site with an updated "Last updated" date. For active engagements, material changes will be communicated via email. Continued use of the Services after any such modification constitutes acceptance of the revised Terms.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

These Terms, together with any applicable SOW and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

For questions about these Terms, contact us through the form on our Site or by email at hello@clawable.ai.