Terms of Service

Date of Last Revision: April 8, 2025

Acceptance of These Terms of Service

Cleavr, Inc. (“Cleavr,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at cleavr.com (including app.cleavr.com and www.cleavr.com) (the “Site”) and through our related technologies (such services and the Site, including any updated or new features, functionality and technology, collectively, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into these Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Service, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms of Service, you must not accept these Terms of Service and may not use the Service. If you do not accept the terms and conditions of these Terms of Service, you will not use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy: At Cleavr, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://www.cleavr.com/privacy/ (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Service-Specific Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: The Service is designed to provide meat processing facilities with a workflow automation platform, including tools that assist with animal intake, creation of animal cut sheets, product labelling, inventory management and invoicing.

Your Registration Obligations: You may be required to register with Cleavr or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Cleavr of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Cleavr and its current and future affiliates (collectively, “Cleavr Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Cleavr reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Cleavr and Cleavr Affiliates will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Conditions of Access and Use

User Conduct: You are solely responsible for all information, data, text, messages and other materials (“content”) that you make available to Cleavr or transmit, submit or upload (hereinafter, “transmit(ing)”) via the Service (collectively, “User Content”). You agree to not use the Service to:

transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; or (v) is unlawful;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
violate any applicable local, state, national, or international law, or any regulations having the force of law;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Cleavr from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors: By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Cleavr or any Cleavr Affliate, or acting on behalf of a competitor of Cleavr or any Cleavr Affiliate in using or accessing the Service.

Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Cleavr that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Cleavr or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Cleavr the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Cleavr (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. You hereby authorize us or our Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. If you dispute any charges you must let Cleavr know within sixty (60) days after the date that Cleavr charges you, or within such longer period of time as may be required under applicable law. We reserve the right to change Cleavr’s prices. If Cleavr does change prices, Cleavr will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Cleavr’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Cleavr’s net income.

Refunds and Cancellations: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Cleavr. You may cancel your subscription online by emailing us at: [email protected].

Invoices: The Service may enable you to generate invoices and send such invoices for payment by your customers (each, an “Invoice”, and such features of the Service, the “Invoice-related Services”), and Cleavr will use proprietary technology to generate payment instructions using the information from the Invoice. The Invoice-related Services are available for commercial purposes only. Unless otherwise specified, you agree not to use the Invoice-related Services to initiate transfers from a bank account established primarily for personal, family, or household purposes. By uploading an Invoice, you represent and warrant that the Invoice was for your services provided to a known third party, your services were provided for commercial purposes, and your services do not violate this Agreement or applicable law. Cleavr is not responsible for verifying the accuracy of an Invoice or the accuracy of the payment instructions generated by Cleavr’s automated review of the Invoice. You remain responsible for verifying the accuracy of payment instructions. Cleavr is not liable for any losses incurred due to errors in payments generated as the result of an automated review of an Invoice.

Payment Processing: In connection with your payment of subscription fees to us and/or to facilitate the processing of customer payments under the Invoice-related Services, we may connect you with a payment processor. You understand that CLEAVR IS NOT A MONEY TRANSMITTER OR FINANCIAL INSTITUTION AND DOES NOT PROCESS PAYMENT FOR ANY SERVICES. We may use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor, and may use other third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”) and any other applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements and other applicable Payment Processor Agreements for the payment function the user is using, as the same may be modified by Stripe or the applicable Payment Processor from time to time. The Payment Processor may also require you to open an account or enter into other account agreements with the Payment Processor. Cleavr assumes no liability or responsibility for any payments you process through the Payment Processors.

Software

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Cleavr, Cleavr Affiliates, and their licensors (the “Software”). You agree not to (a) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software or (b) use any non-public data or information to which you obtain regarding Cleavr or the Service other than for your use of the Service, or disclose any such data or information to any third party other than with Cleavr’s prior written consent. Any rights not expressly granted herein are reserved by Cleavr.

Special Notice for International Use; Export Controls: Cleavr is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Cleavr, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you transmit to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Cleavr name and logos are trademarks and service marks of Cleavr (collectively the “Cleavr Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Cleavr. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Cleavr Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Cleavr Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Cleavr or any Cleavr Affiliate be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Cleavr does not pre-screen content, but that Cleavr and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Cleavr and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Cleavr, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to such User Content. You hereby grant Cleavr and Cleavr Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, perpetual and irrevocable license to copy, store, modify, and otherwise use your User Content (a) in connection with the operation of the Service, (b) to provide, develop and improve the Service and other offerings of Cleavr and/or Cleavr Affiliates, and (c) as otherwise set forth in our Privacy Policy. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Cleavr and Cleavr Affiliates and their third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). Cleavr and Cleavr Affiliates may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Cleavr or any Cleavr Affiliate are non-confidential and Cleavr and Cleavr Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Cleavr may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Cleavr, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services and Websites

The Service may provide links or other access to, or integrate with, services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Cleavr has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. You, and not Cleavr or any Cleavr Affiliate, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Cleavr enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Cleavr and Cleavr Affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Cleavr and Cleavr Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Cleavr Parties”), from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Cleavr will provide notice to you of any such claim, suit, or proceeding. Cleavr reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Cleavr’s defense of such matter. You may not settle or compromise any claim against the Cleavr Parties without Cleavr’s written consent.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CLEAVR PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE CLEAVR PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LAWS AND REGULATIONS RELATED TO YOUR USE OF THE SERVICE, INCLUDING THOSE GOVERNING THE TREATMENT, LABELLING, PROCESSING AND SALE OF ANIMALS AND MEAT PRODUCTS PROMULGATED BY THE U.S. FOOD AND DRUG ADMINISTRATION (FDA), THE U.S. DEPARTMENT OF AGRICULTURE (USDA) AND ANY OTHER GOVERNMENTAL AUTHORITY.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CLEAVR PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE CLEAVR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE CLEAVR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CLEAVR IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Termination

You agree that Cleavr, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Cleavr believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Cleavr may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Cleavr may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Cleavr and Cleavr Affiliates will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Cleavr and Cleavr Affiliates will have no liability or responsibility with respect thereto. Cleavr reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Cleavr governing your access and use of the Service, and supersede any prior agreements between you and Cleavr with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Arizona without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Cleavr submit to the personal and exclusive jurisdiction of the state and federal courts located within Arizona. The failure of Cleavr to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service 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 these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Cleavr, but Cleavr may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Cleavr will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Cleavr’s reasonable control.

2025