Effective Date: March 1, 2026
Last Updated: March 20, 2026
These Terms of Service ("Terms") govern access to and use of the Clarier platform, managed services, and related offerings (collectively, the "Service") provided by Clarier Technologies, LLC, a Florida limited liability company ("Clarier," "we," "us," or "our") to the organization identified in the applicable proposal or order form ("Customer," "you," or "your").
By executing a proposal, order form, or statement of work that references these Terms, or by accessing the Service, Customer agrees to be bound by these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization.
"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Service under Customer's account, subject to the user limits specified in the applicable plan.
"Customer Data" means any data, content, or information submitted to or collected through the Service by Customer or its Authorized Users, including AI tool inventories, vendor assessment inputs, policy documents, and configuration data.
"Managed Services" means the analyst-supported services included in Customer's plan, which may include vendor assessments, board reporting preparation, policy guidance, and strategic advisory.
"Platform" means Clarier's web-based AI oversight application, including dashboards, workflows, reporting tools, risk analysis agents, and related functionality.
"Plan" means the specific service tier selected by Customer (Free, Essentials, Professional, or Enterprise) as set forth in the applicable proposal or order form, including any add-ons.
"Proposal" means the executed proposal, order form, or statement of work between Clarier and Customer that specifies the Plan, fees, term, and other engagement details, and incorporates these Terms by reference.
Clarier grants Customer a non-exclusive, non-transferable right to access and use the Platform during the term of the engagement, subject to the limits of Customer's Plan (including tool count, user count, and feature availability).
Plans that include Managed Services entitle Customer to analyst support as specified in the Plan. Managed Services may include vendor risk assessments, policy review and customization, executive reporting preparation, and audit support. The scope, frequency, and response time of Managed Services vary by Plan and are detailed in the applicable Proposal.
The Service includes AI-powered vendor research, risk scoring, and analysis features. These outputs are provided as decision-support tools and are reviewed by Clarier analysts where specified by the Plan. AI-generated outputs do not constitute legal, compliance, or regulatory advice. Customer is responsible for all final decisions regarding AI tool adoption, risk acceptance, and compliance.
Clarier will use commercially reasonable efforts to maintain Platform availability. Planned maintenance will be communicated in advance where practicable. Clarier does not guarantee uninterrupted or error-free operation of the Service.
Customer is responsible for managing Authorized User access, maintaining the confidentiality of account credentials, and ensuring that Authorized Users comply with these Terms. Customer will promptly notify Clarier of any unauthorized access.
Customer will provide accurate and complete information as reasonably required for Clarier to deliver the Service, including information about AI tools, vendors, organizational structure, and security environment.
Customer will not: (a) use the Service for any unlawful purpose; (b) attempt to reverse engineer, decompile, or disassemble the Platform; (c) sublicense, resell, or make the Service available to third parties outside of Customer's organization; (d) interfere with or disrupt the integrity or performance of the Service; or (e) use the Service to develop a competing product or service.
Customer is solely responsible for its own regulatory compliance obligations. While the Service is designed to support compliance efforts, Clarier does not guarantee that use of the Service will result in compliance with any particular law, regulation, or framework.
Customer will pay the fees specified in the applicable Proposal. Fees are based on the selected Plan and any add-ons, and are stated in U.S. dollars unless otherwise specified.
Fees are invoiced in advance on a monthly or annual basis as specified in the Proposal. Annual billing is invoiced at the start of the annual term.
Payment is due within thirty (30) days of the invoice date unless otherwise specified in the Proposal. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, or similar taxes arising from the engagement, excluding taxes based on Clarier's net income.
For month-to-month engagements, Clarier may adjust fees upon thirty (30) days' written notice. For annual engagements, fees are fixed for the duration of the term. Founding cohort pricing terms, where applicable, are governed by the specific terms set forth in the Proposal.
The initial term of the engagement begins on the start date specified in the Proposal and continues for the period specified therein. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term, the engagement will automatically renew for successive periods equal to the initial term at Clarier's then-current pricing.
Either party may terminate the engagement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for thirty (30) days after written notice; or (b) becomes subject to bankruptcy, insolvency, or similar proceedings.
Either party may terminate a Free plan at any time without cause.
Upon termination or expiration: (a) Customer's access to the Platform will be deactivated; (b) Customer will pay any outstanding fees for the period prior to termination; (c) Clarier will make Customer Data available for export for thirty (30) days following termination, after which Clarier may delete Customer Data in accordance with its data retention policies.
Sections regarding fees and payment, intellectual property, confidentiality, limitation of liability, and indemnification will survive termination.
Customer retains all rights, title, and interest in Customer Data. Customer grants Clarier a limited, non-exclusive license to use Customer Data solely to provide the Service during the term of the engagement. Clarier will not use Customer Data, nor permit subprocessors to use Customer Data, to train or improve any artificial intelligence, machine learning, large language models, or similar systems, whether for Clarier's benefit or the benefit of any third party.
Clarier will maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption at rest (AES-256) and in transit (TLS 1.3), role-based access controls, multi-factor authentication, tenant isolation, and audit logging.
Where Customer Data includes personal data subject to applicable data protection laws, Clarier will process such data in accordance with its Privacy Policy and, where applicable, a Data Processing Agreement ("DPA"). A custom DPA is available upon request.
All Customer Data is hosted in the United States. Customer acknowledges and agrees that its data will be stored and processed within the United States.
Clarier may use aggregated, de-identified data derived from the Service for purposes including product improvement, benchmarking, and research. Such aggregated data will be de-identified such that it cannot reasonably be used to identify Customer, any Authorized User, or any specific Customer Data, and will not be used to train or improve any artificial intelligence, machine learning, large language models, or similar systems.
Clarier uses third-party subprocessors to operate the Service. A current list of subprocessors is available upon request. Clarier will provide reasonable advance notice of changes to its subprocessor list.
Clarier retains all rights, title, and interest in the Platform, including all software, algorithms, models, workflows, templates, frameworks, methodologies, and documentation. Nothing in these Terms transfers ownership of Clarier IP to Customer.
Customer retains all rights, title, and interest in Customer Data and any pre-existing intellectual property provided by Customer.
If Customer provides suggestions, ideas, or feedback regarding the Service, Clarier may use such feedback without obligation or compensation to Customer.
"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Customer Data, Clarier's proprietary technology and pricing, and the terms of any Proposal.
Each party will: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of fulfilling its obligations under these Terms; and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as these Terms.
Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.
A party may disclose Confidential Information if required by law, regulation, or court order, provided the disclosing party gives the other party reasonable advance notice where legally permitted.
Each party represents that: (a) it has the authority to enter into and perform under these Terms; and (b) its performance will not violate any applicable law or agreement with a third party.
Clarier warrants that: (a) the Service will perform materially in accordance with its documentation; (b) Managed Services will be performed in a professional and workmanlike manner; and (c) Clarier will comply with applicable data protection laws in its processing of Customer Data.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS." CLARIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLARIER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL SECURITY THREATS WILL BE IDENTIFIED. AI-GENERATED OUTPUTS ARE PROVIDED AS DECISION-SUPPORT TOOLS AND ARE NOT GUARANTEED TO BE ACCURATE OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLARIER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CLARIER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this Section 10 do not apply to: (a) a party's breach of confidentiality obligations; (b) a party's indemnification obligations; or (c) Customer's payment obligations.
Clarier will defend, indemnify, and hold harmless Customer from third-party claims alleging that Customer's authorized use of the Platform infringes a third party's intellectual property rights, and will pay any resulting damages or settlement amounts. This obligation does not apply to claims arising from: (a) Customer Data; (b) modifications to the Service not made by Clarier; or (c) use of the Service in combination with third-party products not provided by Clarier if the infringement is a result of the third-party product.
Customer will defend, indemnify, and hold harmless Clarier from third-party claims arising from: (a) Customer Data; (b) Customer's breach of these Terms; or (c) Customer's violation of applicable law.
These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws provisions. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Florida.
Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Neither party will be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or failures of third-party infrastructure.
Notices under these Terms must be in writing and sent to the addresses specified in the Proposal, or to such other address as a party may designate in writing. Email notice is sufficient for routine operational communications.
These Terms, together with the applicable Proposal, Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.
Clarier may update these Terms from time to time. Material changes will be communicated to Customer with at least thirty (30) days' notice. Continued use of the Service after the effective date of changes constitutes acceptance.
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
For questions regarding these Terms, contact:
Clarier Technologies, LLC
Email: legal@clarier.ai
Web: clarier.ai
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