Terms of Service

1. Contracting Entity and Acceptance

These Terms of Service are an agreement between Cleanlist Inc., a corporation incorporated under the Canada Business Corporations Act, corporation number 1507534-3, with its business address at 240 Richmond St W, Toronto, Ontario M5V 2C5, Canada (“Cleanlist”, “we”, “us”) and you.

You accept these Terms by creating an account, by signing an order that references them, or by using the services. If you use the services on behalf of an organisation, you represent that you have authority to bind that organisation. In that case “Customer” means that organisation and you are an Authorised User of the Customer.

If you are only browsing cleanlist.ai and have no account, sections 1, 2, 16, 19, 20, 22, 23 and 24 apply to you and the rest do not.

2. Definitions

These terms carry the same meaning here and in our Privacy Policy.

• Account Data. Information about the Customer and its Authorised Users, including identity, authentication, organisation, billing, support and administration information.
• Customer Data. Information the Customer or an Authorised User submits to, imports into, or directs Cleanlist to process through the services.
• HubSpot Customer Data. Customer Data accessed from or written to a HubSpot account through a Customer authorised integration.
• Business Contact Data. Professional information about an individual acting in a business capacity: name, job title, employer, business email address, business telephone number, company information and professional profile URL.
• Provider Data. Business Contact Data and related company information returned to the Customer through the services and sourced from Cleanlist’s contracted data providers.
• Integration Data. OAuth authorisation details, account identifiers, scopes, field mappings, sync configuration and event logs for a connected service.
• Authorised User. A person the Customer permits to use the services under the Customer’s account.
• Third Party Service. Any service the Customer connects to Cleanlist or accesses while using it, including HubSpot, other CRMs, and any website or platform the Customer visits.

3. Eligibility and Authority

The services are business tools offered to organisations and to individuals acting for business purposes. You must be at least 16 and able to form a binding contract. You must not use the services if we have previously terminated your account for breach, or if applicable law bars you from doing so.

4. Service Access and Licence

Subject to these Terms and the applicable order, Cleanlist grants the Customer a limited, non-exclusive, non-transferable right during the subscription term to permit its Authorised Users to access and use the services for the Customer’s internal business purposes.

Authorised automation is expressly permitted. The Customer may access the services through Cleanlist’s documented APIs, MCP functionality, browser extension and approved integrations. The Customer may not use bots, scripts, scraping tools or other automated means to access the services except through interfaces Cleanlist makes available and within the documented limits.

5. Organisations, Administrators and Authorised Users

An account belongs to the Customer, not to the individual who opened it. Administrators can add and remove Authorised Users, see workspace content, change settings and export or delete data. The Customer is responsible for its Authorised Users’ use of the services and for keeping credentials confidential. Tell us promptly at support@cleanlist.ai if you believe an account has been compromised.

6. Subscriptions, Credits, Fees, Taxes and Renewal

Plans, prices and included credits are those shown on our pricing page or in the Customer’s order. Where an order and these Terms conflict, the order governs for the matter it addresses.

• Credits. A credit is consumed when the services return a result. Enrichment is charged on result: a lookup that returns no new data is not charged. Search does not consume credits.
• Included credits are allocated for the billing period and do not roll over unless the plan or order says so.
• Term and renewal. Subscriptions renew automatically for the same period unless cancelled before the end of the current period. Cancellation takes effect at the end of the period then in progress and the service continues until then.
• Trials. A trial gives access for the stated period. At the end of a trial the account moves to the plan the Customer selects, or to the free plan.
• Fees, taxes and failed payment. Fees exclude taxes, which the Customer pays where applicable. Payment is taken by our payment processor. If a payment fails we may retry and may suspend access until it is resolved.
• Price changes take effect at the next renewal and we give notice before they do.
• Limits. API, MCP, provider and integration rate limits apply and are set out in the current documentation.

7. Customer Data Ownership and Licence

As between the parties, the Customer retains all rights in Customer Data. The Customer grants Cleanlist a non-exclusive, limited licence during the term to host, process, transmit and otherwise use Customer Data only as necessary to provide, secure, maintain and support the services, to follow the Customer’s documented instructions, to enforce this agreement and to comply with applicable law.

Cleanlist acquires no ownership interest in Customer Data. We do not use Customer Data for advertising or for Cleanlist’s own marketing, and we do not publish, promote, distribute or sublicense it.

We may generate aggregated or deidentified metrics about service usage, and use them to operate and improve the services, provided they cannot reasonably be used to identify the Customer or any individual.

8. Business Contact Data and Provider Data

Subject to the applicable subscription and these Terms, Cleanlist grants the Customer a limited, non-exclusive right to use Provider Data returned through the services for the Customer’s internal business purposes. The Customer may share individual records with its own service providers only as needed for that permitted use and subject to equivalent confidentiality and use restrictions.

The Customer may not resell, sublicense, publish or bulk distribute Provider Data, and may not use it to build or improve a competing contact database or data product.

Business Contact Data does not equal consent. Provider Data indicates professional contact information available through Cleanlist’s contracted data sources. It does not establish that an individual has consented to receive marketing, telephone, text or automated communications. The Customer must independently determine whether it may contact the individual, honour applicable objections and communication preferences, and provide all required sender identification and opt out mechanisms.

The Customer may not mark a person as subscribed, opted in, or otherwise consenting solely because Cleanlist returned or verified their contact details, and may not use the services to bypass an unsubscribe, objection, suppression or do-not-call request.

9. Customer Responsibilities and Lawful Use

The Customer represents and warrants that it has all rights, permissions, notices, consents and other lawful bases required to provide Customer Data and lookup identifiers to Cleanlist, to connect third party accounts, to instruct Cleanlist to process that data, and to use the resulting data for its intended purpose.

The Customer is responsible for determining whether it has a lawful basis to contact an individual, and for complying with the privacy, data protection, electronic communications, telemarketing and anti-spam laws that apply to the recipient, the channel and the jurisdiction. Where applicable, that includes the GDPR, the United Kingdom GDPR, ePrivacy rules, PIPEDA, CASL, CAN-SPAM, the TCPA, United States state privacy laws, and do-not-call rules. The Customer will keep the records of consent or other lawful basis that the law requires it to keep, and produce them when legally required.

10. Acceptable Use and Prohibited Activities

The Customer and its Authorised Users must not use the services to do any of the following:

• Send spam or unlawful bulk communications, use deceptive sender information, or omit required sender identification or opt out methods.
• Contact a person after an unsubscribe, objection, suppression or do-not-call request.
• Obtain or use data without the rights, notices, permissions, consent or other lawful basis required.
• Violate the HubSpot Terms of Service, the HubSpot Acceptable Use Policy, or the terms of any other connected platform.
• Scrape, copy, automate against, bypass access controls on, or modify a third party platform, whether through Cleanlist or in combination with any other tool.
• Access cookies, session tokens, credentials, private endpoints or accounts without authorisation.
• Make decisions about a person’s eligibility for consumer credit, insurance, housing, employment, tenancy, education or health services.
• Process sensitive or special category data, government identifiers, financial account credentials, health data, precise location, biometric data, or data about children, unless we have agreed to it in writing.
• Harass, stalk, discriminate, defraud, impersonate, conduct unlawful surveillance or unlawful profiling.
• Resell, sublicense, publish or bulk redistribute Provider Data, or build a competing contact database or data product from it.
• Reverse engineer provider coverage, evade credit metering, bypass quotas, share credentials, or access another customer’s data.
• Introduce malware, conduct security testing without our written authorisation, disrupt the services, or place unreasonable load on them.

11. Third Party Platforms and the Browser Extension

The Customer must use the services in compliance with the terms and policies of every third party platform it accesses. The Customer may not use Cleanlist to scrape or copy a third party service, automate prohibited activity, bypass an access control or usage limit, obtain cookies or session credentials, call an unauthorised endpoint, or inject into or modify a third party service in a prohibited manner.

The browser extension performs only the functions described in the documentation and the Privacy Policy. The Customer may submit an identifier it is authorised to use and direct Cleanlist to request Business Contact Data from contracted providers. The Customer may not configure or combine the extension with another tool in order to perform scraping or automation that these Terms prohibit.

Cleanlist is not affiliated with, endorsed by, or authorised by any third party platform the Customer chooses to visit while using the extension, and nothing in these Terms should be read as a representation that any such platform has approved the Customer’s use of the services.

12. HubSpot and Other Integrations

When the Customer connects HubSpot or another Third Party Service, the Customer authorises Cleanlist to access and process the account, objects, fields and actions included in the scopes the Customer approved, and represents that it has authority to grant that access. Cleanlist will use the resulting Customer Data only to provide, secure, maintain and support the integration the Customer requested, and as otherwise permitted by the DPA and the Privacy Policy.

When using the HubSpot integration the Customer must comply with the HubSpot Acceptable Use Policy and applicable HubSpot terms. The Customer may not use Cleanlist to represent that enriched Business Contact Data reflects marketing consent, or to override a person’s subscription, consent, objection or suppression status. Cleanlist does not itself alter HubSpot consent or subscription properties.

The Customer may revoke access by disconnecting the integration. Revocation stops future access, but it does not remove data already written into the Customer’s own connected account. Data remaining in Cleanlist’s systems is handled under the DPA and the published retention terms.

13. Artificial Intelligence Features

If the Customer enables an AI feature, the Customer instructs Cleanlist and its disclosed processors to process the submitted information in order to provide that feature. The Customer must not submit information it is prohibited from using for that purpose.

Cleanlist does not use HubSpot Customer Data or Business Contact Data to train general purpose or third party AI models. Our use of Customer Data and Business Contact Data for model training, evaluation, retention and improvement is limited as described in the Privacy Policy and the DPA.

14. Privacy, DPA and Data Roles

Our Privacy Policy is incorporated into these Terms. Where the Customer’s use involves personal data subject to data protection law, our Data Processing Addendum applies and is incorporated by reference. It takes effect without signature; write to support@cleanlist.ai if your procurement process needs a countersigned copy.

Cleanlist acts as a processor for Customer Data the Customer submits or connects, processing it on the Customer’s documented instructions. Cleanlist acts as an independent controller for Account Data, security and fraud prevention data, and Business Contact Data it sources independently from its contracted providers. The role is determined by the data and the activity, not by a blanket statement.

15. Confidentiality and Security

Each party will protect the other’s confidential information with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound to equivalent obligations. This does not apply to information that is public through no breach, independently developed, or lawfully received from a third party. Where disclosure is legally compelled, the disclosing party will give notice if it lawfully can.

Cleanlist maintains administrative, technical and physical safeguards appropriate to the risk, described in the Privacy Policy and, where one is in place, the DPA.

16. Intellectual Property and Feedback

Cleanlist and its licensors own the services, the software, the documentation and all related intellectual property. These Terms grant the Customer a right to use the services, not any ownership in them. Cleanlist’s names, logos and marks may not be used without written permission.

If the Customer sends us feedback or suggestions, we may use them without restriction or obligation. Feedback is not Customer Data and should not contain confidential information.

17. Suspension, Termination, Export and Deletion

Cleanlist may suspend access immediately where reasonably necessary to prevent a security incident, unlawful activity, abuse, harm to a third party, a violation of a connected platform’s terms, or material risk to Cleanlist or another customer. Where it is practicable to do so we will tell the Customer the reason and give an opportunity to cure.

Either party may terminate for a material breach that is not cured within 30 days of written notice. Cleanlist may terminate immediately where cure is not possible or where the law requires termination. Either party may terminate for convenience at the end of the then-current subscription period.

After termination the Customer may export Customer Data for 30 days. After that period we delete or deidentify Customer Data on the basis set out in the Privacy Policy, subject to the legal, security and backup exceptions described there. Sections 2, 7, 8, 15, 16, 18, 19, 20, 23 and 24 survive termination.

18. Data Accuracy and Warranties

Business Contact Data may be incomplete, outdated or incorrect, because professional information changes constantly and providers use different sources and methods. The Customer must evaluate whether information is appropriate for its use, and must not rely on it for legal eligibility decisions or other similarly significant decisions about a person.

Where the services describe data as verified, that describes the checks identified in the documentation at the time they were performed. It is not a guarantee that a message will be delivered, that a number will be answered, or that a record is currently correct.

19. Disclaimers and Limitation of Liability

Except as expressly stated in these Terms, the services are provided “as is” and Cleanlist disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue or data, and each party’s total aggregate liability arising out of or relating to these Terms is limited to the fees the Customer paid or owed to Cleanlist in the twelve months preceding the event giving rise to the claim.

These limits do not apply to the Customer’s payment obligations, either party’s indemnification obligations, a party’s breach of its confidentiality obligations, the Customer’s breach of sections 8, 9, 10 or 11, or to fraud, wilful misconduct, gross negligence, or any liability that cannot be excluded or limited under applicable law.

20. Indemnification

The Customer will defend, indemnify and hold harmless Cleanlist and its officers, directors, employees and agents from third party claims, liabilities, damages, losses and reasonable costs arising out of the Customer’s Customer Data, the Customer’s outreach or other use of Provider Data, the Customer’s breach of sections 8, 9, 10 or 11, or the Customer’s violation of a third party platform’s terms.

Cleanlist will defend the Customer against a third party claim that the services as provided infringe that third party’s intellectual property rights, and pay the damages finally awarded, provided the Customer notifies us promptly, gives us control of the defence, and cooperates.

21. Export Controls and Sanctions

The Customer must comply with applicable export control and sanctions laws, and must not use the services, or permit anyone to use them, in a sanctioned territory or in breach of those laws.

22. Changes to the Services and These Terms

We may change the services over time. We will not materially reduce the core functionality of a paid subscription during its term. We may update these Terms, and where a change materially affects the Customer’s rights we will give notice before it takes effect, by email or in the service. Continued use after the effective date is acceptance. The Last Modified date at the top is accurate and we do not backdate it.

23. Governing Law, Disputes and General Terms

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict of laws rules. The courts of Ontario have exclusive jurisdiction, and each party submits to that jurisdiction. Nothing here removes a consumer’s right to bring a claim in their own jurisdiction where the law gives them that right.

Notices to Cleanlist go to support@cleanlist.ai and to the address in section 24; notices to the Customer go to the account’s administrative email address. Neither party may assign this agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, the rest stays in force. A failure to enforce a provision is not a waiver of it. These Terms, the Privacy Policy, the DPA and any order form the entire agreement, and where they conflict the order governs first, then the DPA, then these Terms, then the Privacy Policy. The parties are independent contractors.

24. Contact Information

Cleanlist Inc.
240 Richmond St W, Toronto, Ontario M5V 2C5, Canada
Corporation number 1507534-3 (Canada Business Corporations Act)

• Notices, privacy requests, the DPA and security reports: support@cleanlist.ai