Clerk Central | Terms of Service

Last Updated: February 24, 2026

Welcome to Clerk Central ("we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Clerk Central website, software, and related services (collectively, the "Service"). By accessing or using the Service, you ("Customer," "Organization," or "User") agree to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND MUST DISCONTINUE USE IMMEDIATELY.

1. Definitions

"Service" refers to the hosted, multi-tenant municipal software provided by Clerk Central.
"Customer" or "Organization" refers to the governmental entity, municipality, or business subscribing to the Service.
"Authorized User" refers to an individual employee or agent authorized by the Customer to access the Service.
"Customer Data" refers to any electronic data, information, or material stored, processed, or transmitted by the Customer or its Authorized Users through the Service.
"Confidential Information" refers to non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection.
"Subscription Term" refers to the paid period of access to the Service (e.g., monthly or annual).
"Fees" refers to the amounts paid by the Customer for access to the Service.

2. Description of Services

Clerk Central provides a hosted, multi-tenant software solution. The Service is subject to continuous development; therefore, features may be added, modified, or removed over time. We may offer beta features or modules from time to time, which are provided "as is" and without any warranty.

3. Subscription & Payment Terms

Fees & Billing: Subscription terms may be monthly or annual. All Fees are due in advance of the Subscription Term. Failure to pay Fees by the due date may result in suspension or termination of access. The Customer is responsible for any applicable taxes associated with their purchase.

Renewals & Pricing Protection: Subscriptions automatically renew at the end of the Subscription Term unless cancelled by either party at least thirty (30) days before the renewal date. Pricing is guaranteed only during your active Subscription Term. Renewal pricing may change upon reasonable notice. Fees may be adjusted due to increased infrastructure, vendor, or regulatory costs. Any price changes will take effect at your next renewal date. Continued use of the Service constitutes acceptance of the new pricing.

Refunds: Except as required by law, all Fees are non-refundable.

4. Acceptable Use

You agree not to misuse the Service. Specifically, you and your Authorized Users shall not: (a) attempt to reverse engineer, decompile, or disassemble the Service; (b) circumvent or disable any security or access controls; (c) upload or distribute malware, viruses, or any malicious code; (d) interfere with or disrupt the integrity or performance of the Service for other tenants; or (e) conduct unauthorized scraping, automated data extraction, or penetration testing without prior written consent.

5. Data Ownership

The Customer retains all right, title, and interest in and to all Customer Data. We do not sell Customer Data. Clerk Central acts strictly as a service provider/processor. We may access Customer Data only to provide the Service, prevent or address service or technical problems, ensure security, or as required by law.

6. Shared Responsibility

The Customer is solely responsible for:

Managing, provisioning, and securing Authorized User permissions.
Protecting login credentials and utilizing reasonable security awareness.
Determining the legality and nature of all Customer Data uploaded to the Service.
Ensuring the Organization has the legal authority to store such Customer Data.
Complying with public records laws, sunshine laws, and data retention requirements applicable to the Customer.

7. Security Disclaimer

Clerk Central implements commercially reasonable administrative, technical, and physical safeguards designed to protect your information. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security. Clerk Central is not an insurer of Customer Data. The Customer acknowledges the inherent risks of internet transmission, and no system is immune from intrusion.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLERK CENTRAL OR ITS AFFILIATES HAVE ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA.

UNDER NO CIRCUMSTANCES SHALL CLERK CENTRAL'S TOTAL CUMULATIVE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO CLERK CENTRAL IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THIS CAP ON LIABILITY IS A FUNDAMENTAL BASIS OF THE BARGAIN. The limitations in this section shall apply to the maximum extent permitted by applicable law, but shall not apply to liabilities that cannot be limited where prohibited by law, such as resulting from either party's willful misconduct. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Indemnification

The Customer agrees, to the extent permitted by applicable law, to indemnify, defend, and hold harmless Clerk Central, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from: (a) your use of and access to the Service; (b) your violation of these Terms; (c) any violation of law or public records requirements by you or your users; (d) any third-party claim regarding Customer Data uploaded by you.

11. Service Availability

While we strive to provide reliable service, we make no guarantee of uninterrupted access. The Service may be subject to maintenance windows and emergency downtime. Clerk Central is not liable for outages, delays, or service degradation caused by third-party hosting providers, internet backbone carriers, or force majeure events.

12. Force Majeure

Clerk Central shall not be liable for any failure or delay in performance under these Terms for causes beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, government action, labor strikes, vendor failures, hosting provider failures, or internet disruptions.

13. Termination

Either party may terminate the Subscription Term at the end of the current billing cycle. Clerk Central retains the right to suspend or terminate service immediately for non-payment, material breach of these Terms, or if we reasonably determine that your use of the Service poses a security risk to our infrastructure or other customers. Upon termination, you will be granted a limited 30-day window to export your Customer Data. Export data will be available in standard, mutually accessible formats. After this grace period, the deletion of Customer Data is irreversible.

14. Data Retention & Deletion

Customer Data is actively retained for the duration of the Subscription Term. Following termination or cancellation, Customer Data remains available for export during the contractual export period described in these Terms. After that period expires, we have no obligation to maintain, provide, or preserve any Customer Data, and we may securely delete all Customer Data in our systems or otherwise in our possession or under our control. Backup retention and system logs may be held for a longer duration only as necessary to fulfill security, disaster recovery, or legal compliance purposes.

15. Export Control & Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You shall not use the Service for any unlawful surveillance or prohibited activities. The Customer assumes full responsibility for utilizing the Service in legal compliance with all applicable local, state, and federal laws.

16. Governing Law & Venue

These Terms and any dispute or claim arising out of them shall be governed by and construed in accordance with the laws of the State of Oklahoma, without giving effect to any choice or conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach thereof, shall first be submitted to good-faith, non-binding mediation in Bryan County, Oklahoma before any legal action may be initiated. If the dispute cannot be resolved through mediation, any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the state courts located in Bryan County, Oklahoma. You hereby waive any right to a jury trial. The prevailing party in any action to enforce these Terms shall be entitled to recover its reasonable attorneys' fees and costs.

17. Confidentiality

Each party agrees to protect the other's Confidential Information and use it only for the purposes outlined in this Agreement. Both parties shall use reasonable safeguards to prevent unauthorized access or disclosure. Exclusions apply to information that is already public, known to the recipient prior to disclosure, independently developed, or mandated to be disclosed by law or court order.

18. Independent Contractor Relationship

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

19. Notices

All legal notices under these Terms must be in writing and sent to the recipient's designated notice email address. For Clerk Central, notices must be sent to support@clerkcentral.com with the subject line "Legal Notice." For Customers, notices may be sent to the account owner email or other designated notice email on file. Notices are deemed effective upon confirmed receipt.

20. Survival

The following provisions survive expiration or termination of these Terms: payment obligations accrued before termination, Limitation of Liability, Disclaimer of Warranties, Indemnification, Confidentiality, Governing Law & Venue, Notices, and any other terms that by their nature should survive termination.

21. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed from these Terms, and the remaining provisions will remain in full force and effect.

22. Entire Agreement

These Terms constitute the entire agreement between you and Clerk Central regarding the Service and supersede all prior and contemporaneous agreements, proposals, marketing materials, or communications. Any amendments to these Terms apart from standard modifications must be made in writing and signed by both parties.

23. Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

24. No Waiver

Failure by either party to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Any waiver must be provided explicitly in writing.

25. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material modifications through the Service, via email, or by updating the "Last Updated" date at the top of these Terms. Your continued use of the Service following any update constitutes your acceptance of the revised Terms.

Contact Us

If you have any questions or concerns regarding these Terms, please contact us at support@clerkcentral.com.