TERMS AND CONDITIONS OF SERVICE (TERMS OF SERVICE)

Effective Date: February 1, 2026

These Terms and Conditions of Service (“Terms” or “Agreement”) govern your access to and use of the ClaritySMB website(s), applications, and services (collectively, the “Site” and “Services”). By accessing or using the Site or Services, creating an account, or purchasing any Services or Deliverables, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Site or Services.

Definitions

“Access Credentials” means any user name, password, security key, token, PIN, or other method used to authenticate access to the Site or Services.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“Authorized User” means you and any person you authorize to access and use the Services on your behalf, subject to these Terms.

“Customer” means the individual or entity accepting these Terms and using the Services.

“Customer Data” means information, data, and content provided by or on behalf of Customer, including by Authorized Users, through or in connection with the Services, including assessment responses and uploaded content, but excluding Resultant Data.

“Documentation” means any instructions or materials made available by Provider describing the Services.

“Force Majeure Event” means events beyond a party’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, internet or telecommunications failures, and power outages.

“Harmful Code” means malware, viruses, worms, or other code intended to disrupt, damage, or gain unauthorized access to systems or data.

“Intellectual Property Rights” means all patent, copyright, trademark, trade secret, database rights, and other intellectual property rights worldwide.

“Law” means any applicable statute, regulation, ordinance, rule, order, or other legal requirement.

“Losses” means all losses, damages, liabilities, penalties, judgments, settlements, and reasonable attorneys’ fees and costs.

“Personal Information” means information that identifies or can reasonably be used to identify an individual.

“Permitted Use” means Customer’s internal, lawful business use of the Services and Deliverables.

“Provider” means ClaritySMB, LLC, a New Jersey limited liability company, and its permitted successors and assigns.

“Provider Materials” means the Services, software, Site, Documentation, templates, frameworks, interface design, scoring logic, models, and all other materials provided by Provider, including Strategic Deliverables, excluding Customer Data.

“Provider Systems” means the infrastructure used by Provider to operate the Services.

“Resultant Data” means aggregated, de-identified, anonymized, and or statistical data derived from processing Customer Data that cannot reasonably be used to identify Customer or any individual and cannot reasonably be reverse engineered to reveal Customer Data.

“Service Software” means the software applications made available by Provider for use as part of the Services.

“Strategic Deliverables” means outputs provided through the Services, including but not limited to assessments, reports, recommendations, guidance, and personalized business planning documents, including Business Blueprints.

“Subcontractor” means third parties engaged by Provider to support delivery of the Services.

“Term” means the period during which Customer has an active account and or access to Services, including any paid subscription period, plus any additional period described in these Terms.

“Third-Party Materials” means third-party software, tools, content, or services not owned by Provider.

“Territory” means the United States.

Services

Subject to these Terms and Customer’s compliance, Provider will use commercially reasonable efforts to provide access to the Services and deliver Strategic Deliverables. The Services may include online assessments, planning templates, frameworks, AI-assisted content generation, downloadable or viewable reports and documents, and other related features.

Provider may modify, update, or discontinue any part of the Services or Provider Materials at any time to improve quality, performance, cost efficiency, or to comply with Law. Provider does not guarantee uptime, uninterrupted availability, or specific service levels. The Services may be unavailable due to maintenance, Force Majeure Events, Customer Systems, Third-Party Materials, misuse, or suspension permitted under these Terms.

Accounts and Access

You must be at least 18 years old to create an account or use the Services. You are responsible for maintaining accurate account information and for safeguarding Access Credentials. You are responsible for all activity under your account. You must promptly notify Provider of suspected unauthorized access by emailing support@claritysmb.com.

Acceptable Use Restrictions

Customer will not copy, modify, create derivative works of, sell, rent, sublicense, distribute, reverse engineer, bypass security, upload Harmful Code, interfere with, or misuse the Services or Provider Materials. Customer will not use the Services to violate Law, infringe third-party rights, perform competitive analysis, or build competing products or services.

Customer Obligations

Customer is responsible for Customer Systems, internet access, security of Access Credentials, and compliance with these Terms. Customer must promptly stop and report prohibited or unauthorized activity.

Fees and Payments

Certain Services or Strategic Deliverables require payment, including one-time fees and or subscription fees. Fees, billing frequency, and renewal terms will be presented at checkout or in account settings. Customer authorizes Provider to charge the provided payment method. Fees are exclusive of taxes. Late payments may result in suspension and interest charges to the extent permitted by Law. Refund eligibility, if any, is governed by the Refund Policy displayed at checkout or posted on the Site. If no Refund Policy is posted, all sales are final to the extent permitted by Law.

Intellectual Property and Licenses

Provider retains all right, title, and interest in the Services and Provider Materials. Subject to these Terms, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for the Permitted Use during the Term.

Upon delivery of Strategic Deliverables, Customer receives a limited right to use, copy, and internally share them for internal business purposes only. Customer may not resell, publish, or distribute Strategic Deliverables externally without Provider’s written consent.

Customer owns Customer Data and grants Provider the right to process Customer Data to provide and improve the Services and generate Strategic Deliverables. Provider owns Resultant Data.

AI Outputs and Disclaimers

Customer acknowledges that Strategic Deliverables may be generated in whole or in part using artificial intelligence based on Customer Data and public information. The Services do not provide financial, legal, tax, accounting, or professional advice. Provider is not acting as an advisor or fiduciary. Customer is solely responsible for evaluating outputs and decisions made using the Services.

Confidentiality

Each party will protect the other party’s Confidential Information using reasonable care and use it only as necessary to perform under these Terms. Confidential Information does not include information that is public, independently developed, lawfully received from a third party, or Resultant Data.

Privacy and Security

Provider’s Privacy Policy governs handling of Personal Information. Provider implements reasonable security measures. Customer is responsible for maintaining backups of Customer Data.

Suspension and Termination

Provider may suspend or terminate access for violations, nonpayment, security risks, or legal requirements. Customer may terminate its account at any time. Upon termination, access to Services ends and unpaid Fees become due. Certain provisions survive termination, including intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and dispute resolution.

Warranties and Disclaimers

Except as expressly stated, the Services and Provider Materials are provided “as is” and “as available.” Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Provider does not guarantee accuracy, completeness, or uninterrupted operation.

Indemnification

Customer will indemnify and hold harmless Provider and its Affiliates from Losses arising from Customer Data, misuse of the Services, violation of Law, or breach of these Terms. Provider will defend Customer against certain third-party intellectual property claims related to the Services, subject to stated limitations.

Limitation of Liability

To the maximum extent permitted by Law, Provider is not liable for indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, data, or business. Provider’s total liability will not exceed the amounts paid by Customer to Provider for the Services giving rise to the claim in the twelve months preceding the event.

Force Majeure

Neither party is liable for failure or delay caused by a Force Majeure Event.

Relationship of the Parties

The parties are independent contractors. No partnership, joint venture, agency, fiduciary, or advisory relationship is created.

Dispute Resolution and Arbitration

The parties will attempt informal resolution before arbitration. Disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in New Jersey. The parties waive the right to jury trial and class actions, except for injunctive relief related to confidentiality or intellectual property.

Notices

Provider may provide notice by email or posting on the Site. Customer may provide notice to Provider at support@claritysmb.com or by mail to ClaritySMB, LLC, 1246 South River Rd, Ste 101, Cranbury, NJ 08512.

Governing Law

These Terms are governed by the laws of the State of New Jersey without regard to conflict of laws principles.

General Terms

These Terms constitute the entire agreement regarding the Services. If any provision is unenforceable, it will be modified or severed as necessary. Customer may not assign these Terms without Provider’s consent. Provider may assign freely. Failure to enforce a provision is not a waiver. Continued use of the Services after updates constitutes acceptance of revised Terms.

Questions and Support

Questions regarding these Terms may be directed to support@claritysmb.com