Clerk Central | Terms of Service

Last Updated: April 6, 2026

Welcome to Clerk Central, a brand and service of Centrivic Technologies LLC ("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

License Grant: Subject to Customer's compliance with these Terms and timely payment of all Fees, Clerk Central grants Customer a limited, revocable, non-exclusive, non-transferable right to access and use the Service during the Subscription Term solely for Customer's internal governmental or business purposes. No rights are granted except as expressly set forth in these Terms. The Service is licensed, not sold.

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.

Subprocessors & Hosting: Clerk Central may engage third-party hosting providers, infrastructure vendors, and subprocessors to provide or support the Service and may change subprocessors at its discretion. Where required by applicable law, Clerk Central will provide notice of material subprocessor changes through the Service or its website. By continuing to use the Service after such notice, Customer consents to the updated subprocessor list.

No Professional Advice: The Service is a software tool for administrative and operational efficiency only. Clerk Central does not provide legal, accounting, compliance, or operational advice. The Customer remains solely responsible for its own legal and regulatory compliance. Customer remains solely responsible for all policy decisions, records classification, compliance interpretation, and operational judgment.

Beta Features: Beta features or modules are provided strictly "as is" without any warranty of any kind. Beta features may be discontinued at any time without notice. Data stored in connection with beta features may be deleted upon discontinuation. Beta features may not be supported and Clerk Central assumes no obligation to maintain, migrate, or preserve any data or configurations associated with beta features.

No Life-Safety Use: The Service is not designed, certified, or intended for use in emergency dispatch, life-safety operations, critical response workflows, or any application where failure of the Service could result in injury, death, or significant harm. Customer shall not use the Service for such purposes unless separately contracted in a written agreement that expressly addresses such use cases.

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. Access to modules and features is limited to the subscription plan selected by Customer. 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.

Non-Appropriation (Government Customers Only): If Customer is a governmental entity, Customer's payment obligations under this Agreement are subject to the lawful appropriation of funds by its governing body. If sufficient funds are not appropriated for a subsequent fiscal year, Customer may terminate the Subscription effective at the end of the then-current Subscription Term, provided that: (a) Customer provides written notice of non-appropriation no later than thirty (30) days prior to the renewal date of the applicable Subscription Term; and (b) such notice includes written certification from an authorized official that funds have not been appropriated for continuation of the Service. Non-appropriation shall not relieve Customer of payment obligations for Services rendered prior to the effective termination date. No refunds shall be provided for Fees already paid.

4. Additional Services & Consulting Retainers

Any services or work outside the standard included features of the Clerk Central subscription (including custom configurations, reporting work, integrations, special development requests, data migration, or consulting) shall be considered "Additional Services."

Additional Services will be billed at our then-current hourly rate or at a flat fee as quoted and accepted in writing by the Customer prior to performance. Unless otherwise agreed in writing, Additional Service fees are payable within thirty (30) days of invoice.

Monthly Retainers: If Customer has subscribed to a monthly retainer plan for consulting or IT services, the retainer fee includes up to an allotted number of hours as specified in the applicable service agreement or quote. Allotted retainer hours must be used within the applicable calendar month. **Unused hours do not roll over** to subsequent months and are forfeited at the end of each billing cycle unless otherwise expressly agreed in a separately executed written agreement. Retainer services are provided on a reasonable-efforts basis and do not guarantee resolution of all issues. Retainer services do not constitute unlimited support. Support requests, project work, and consulting services are limited to the scope defined in the applicable quote or agreement. Any work exceeding the allotted retainer hours will be billed separately at our then-current hourly rate or as a separate quote.

Training: Training is not included in the standard subscription unless separately agreed to in writing. When training is provided as an Additional Service, it will be billed at our then-current hourly rate with a maximum number of hours agreed to in writing prior to performance. "Unlimited training" or similar language does not apply to any subscription unless expressly stated in a separately executed written agreement signed by both parties.

5. 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.

Audit Rights: Clerk Central reserves the right to audit usage of the Service (including user seat counts, module access, and data volume) at any time to ensure compliance with the Customer's active subscription plan. If an audit reveals usage in excess of the paid subscription, the Customer shall be billed for the difference at current rates.

Usage Limits: Clerk Central reserves the right to establish and enforce reasonable usage limits including, without limitation, API rate limits, storage thresholds, seat concurrency limits, and data export frequency limits. Even where specific limits are not currently enforced, Clerk Central reserves the right to implement such limits upon reasonable notice to ensure equitable access and system performance across all customers.

Suspension for Abuse or Resource Overuse: Clerk Central reserves the right to throttle, limit, or suspend Customer's access to the Service if Customer's usage: (a) materially and adversely impacts the performance or availability of the Service for other tenants; (b) exceeds reasonable system capacity or creates abnormal infrastructure costs; or (c) is determined by Clerk Central in its reasonable discretion to constitute abuse of the Service. Clerk Central will make reasonable efforts to notify Customer before or promptly after any such action. Suspension under this section does not relieve Customer of its obligation to pay outstanding Fees.

No Account Sharing: Where Customer's subscription is priced on a per-user basis, each Authorized User account is licensed for use by a single, named individual. Sharing of login credentials or accounts among multiple individuals is prohibited. Customer agrees that each individual accessing the Service must have a separately licensed account. Clerk Central reserves the right to audit compliance with this requirement and to bill for any unlicensed users discovered during such an audit.

Content Takedown: Clerk Central reserves the right to remove or disable access to any Customer Data that Clerk Central reasonably determines infringes or is alleged to infringe the intellectual property rights of a third party. Clerk Central may suspend or terminate accounts of Authorized Users who are repeat infringers. Clerk Central has no obligation to monitor Customer Data but may do so in connection with providing the Service or investigating complaints.

6. Support

Customer support is provided via email only. Clerk Central does not provide telephone support, live chat support, on-site support, or dedicated support unless separately agreed to in a signed written agreement executed by both parties. On-site support, after-hours support, and emergency response services are not included unless explicitly agreed to in a separate written agreement.

Support is provided on a commercially reasonable efforts basis. Clerk Central does not guarantee response times, resolution times, availability windows, or service levels. No service level agreement (SLA), service level objective (SLO), or uptime commitment applies to the standard subscription unless expressly set forth in a separately executed written agreement signed by both parties.

7. 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.

Legal Disclosure: Clerk Central may disclosure Customer Data if required by subpoena, court order, or lawful government request, and will provide notice to Customer unless legally prohibited.

Aggregated Data: Clerk Central may collect and use aggregated, anonymized, or de-identified data derived from use of the Service for analytics, benchmarking, security, and product improvement, provided such data does not identify Customer.

Acceptable Data Use: The Service is not intended for the storage of highly sensitive regulated data, including but not limited to data governed by CJIS Security Policy, HIPAA, or PCI-DSS, unless Clerk Central has separately agreed in writing to support such data and has executed any required data processing or security agreements. Customer is solely responsible for determining whether the Service is appropriate for its data classification requirements.

No Insurance Obligation: Clerk Central is not an insurer of Customer Data and does not assume responsibility for maintaining insurance coverage on behalf of Customer with respect to Customer Data.

8. Ownership & Intellectual Property

Clerk Central and all underlying software, source code, object code, architecture, user interfaces, workflows, documentation, trademarks, and related intellectual property are and shall remain the exclusive property of Clerk Central. The Service is licensed, not sold.

Feedback: Customer grants Clerk Central a perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize any suggestions, enhancement requests, recommendations, or feedback provided by Customer relating to the Service.

All software, code, enhancements, modifications, configurations, reports, integrations, documentation, and other deliverables created in connection with Additional Services or Retainers shall remain the exclusive property of Clerk Central and shall not be deemed a "work made for hire."

Customer is granted a non-exclusive, non-transferable license to use such deliverables solely in connection with its subscription to the Service.

Clerk Central retains the unrestricted right to use, modify, commercialize, incorporate into the Service, or provide similar functionality to other customers, provided that no Customer Confidential Information is disclosed. Nothing in this Agreement shall be construed to transfer or assign any intellectual property rights to Customer.

9. 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.
System configuration choices, user permissions, and administrative settings within the Service.
All policy decisions, records classification, compliance interpretation, and operational judgment made in connection with the Service.
Endpoint security, local device security, internal network security, and all risks arising from user credential misuse or compromise originating outside the Service.
Ensuring that its use of the Service and Customer Data comply with all applicable laws, regulations, and applicable governmental policies.

Public Records Status: Clerk Central is not the custodian of public records and does not determine records retention requirements. The Customer acts as the records custodian and is solely responsible for responding to freedom of information requests or statutory disclosure requirements. Clerk Central does not determine whether Customer Data constitutes an official record under applicable law and does not assume responsibility for statutory retention schedules.

Customer-Configured Errors: Clerk Central is not responsible for errors, data loss, incorrect outputs, or adverse outcomes resulting from Customer-configured permissions, workflows, data entry, reporting configurations, or other administrative settings made by Customer or its Authorized Users within the Service.

10. 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. Clerk Central does not warrant that the Service will be immune from unauthorized access, cyberattacks, or data loss.

Data Breach Notification: In the event of a confirmed security incident affecting Customer Data, Clerk Central will provide notice without unreasonable delay consistent with applicable law and will reasonably cooperate with the Customer in their investigation and remediation efforts.

Backups & Disaster Recovery: Clerk Central may maintain backups of Customer Data solely for disaster recovery purposes. Such backups are not guaranteed archives and are not intended to serve as Customer's primary record system. Clerk Central does not guarantee the availability, completeness, or recoverability of any backup. Customer is solely responsible for performing periodic exports of Customer Data and maintaining independent records as required by applicable law or internal policy.

11. 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 LIABILITY CAP APPLIES IN THE AGGREGATE AND NOT PER INCIDENT, CLAIM, OR CAUSE OF ACTION. 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.

12. 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. Clerk Central does not warrant the accuracy, completeness, or reliability of Customer Data entered into the Service.

13. 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.

14. 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. All support, response time, and uptime obligations are governed exclusively by Section 6 (Support) of these Terms.

15. 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.

16. Termination

Either party may terminate the Subscription Term at the end of the current billing cycle, provided written notice is given at least thirty (30) days prior to the renewal date. Clerk Central retains the right to suspend or terminate service immediately for (a) non-payment, (b) material breach of these Terms, (c) use that violates law or regulatory requirements, (d) a request from law enforcement or a government entity, or (e) if we reasonably determine that your use of the Service poses a security, legal, or regulatory compliance risk to our infrastructure, ourselves, or other customers. Suspension does not relieve Customer of its obligation to pay outstanding Fees.

Clerk Central may terminate this Agreement upon thirty (30) days' written notice if Clerk Central ceases operations, discontinues the Service, or determines in good faith that it is no longer commercially feasible to continue providing the Service. In such event, Clerk Central will provide reasonable assistance to enable Customer to export Customer Data during the notice period.

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 as raw data only and does not include custom formatting, visual presentation layers, or reconfiguration services. Data migration assistance, custom formatting, or any other export support beyond standard data export may be arranged as Additional Services at our then-current hourly rate. After this grace period, the deletion of Customer Data is irreversible.

17. 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 Clerk Central may delete Customer Data at any time after the export period has elapsed, without further notice. We may securely delete all Customer Data in our systems or otherwise in our possession or under our control, and such deletion shall be irreversible. Backup retention and system logs may be held for a longer duration only as necessary to fulfill security, disaster recovery, or legal compliance purposes.

18. 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.

19. 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.

Notwithstanding the foregoing mediation requirement, Clerk Central may seek injunctive or equitable relief in any court of competent jurisdiction to prevent unauthorized use of the Service, infringement or misuse of Clerk Central's intellectual property, or threats to the security or integrity of the Service.

Class Action Waiver: Customer agrees that any dispute arising out of or related to these Terms or the Service shall be brought solely in an individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding. Customer expressly waives any right to bring or participate in any such class or representative proceeding.

Government Entity Limitation: If Customer is a governmental entity and applicable law prohibits Customer from agreeing to certain provisions of these Terms (including indemnification, jury trial waiver, class action waiver, attorneys' fees, or liability limitations), such provisions shall apply only to the extent permitted by applicable law.

20. 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. Each party shall use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. 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.

21. 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.

22. 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 transmission to the recipient's designated notice email address.

23. Marketing Use

Clerk Central may identify Customer as a user of the Service in marketing materials, case studies, customer lists, or similar promotional content unless Customer objects in writing to support@clerkcentral.com. Clerk Central will not disclose Customer Data or Confidential Information in any such materials.

24. 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.

25. 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.

26. 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. Customer acknowledges that it has not relied on any statement, representation, promise, or understanding not expressly set forth in these Terms, including but not limited to statements made during sales calls, product demonstrations, or marketing materials. Quotes, proposals, and statements of work issued by Clerk Central are incorporated by reference into these Terms. Any amendments to these Terms apart from standard modifications must be made in writing and signed by both parties. In the event of a conflict between these Terms and a separately executed written agreement signed by both parties, the written agreement shall control.

27. Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. Clerk Central may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets without Customer's consent. Customer acknowledges that such assignment does not require Customer's approval and agrees not to unreasonably withhold or delay any cooperation required in connection therewith.

28. 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. These Terms do not create any third-party beneficiary rights.

29. 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. Material modifications will require acceptance upon next login. Continued use following notice of non-material modifications constitutes acceptance.

Contact Us

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