Terms of Service

These terms shall have the following meanings or the meanings assigned to them in the other Sections of these Terms of Service:

• "Agreement" means these Terms of Service as entered into between Client and us, together with any order form, any Client Addendum, and any update Client has agreed to or that has taken effect under Section 14.
• "Business Day" means Monday through Friday, 8:00 a.m. to 5:00 p.m., United States Pacific Time, excluding Holidays.
• "Holiday" means any federal public holiday or other day that is a CLEAR Technology support holiday.
• "Managed Service" means the provision by us to Client of the information technology services, including consulting, managed and data center service offerings, the servers, other devices and other technology related services.
• "Supplemental Services" means the services described in Section 2 below.
• "Health App" or "System Health Application" is an app that runs on users' systems and provides proactive system monitoring and notifications.
• "Client Addendum" means terms that apply to one Client only, agreed to in writing or electronically. Where a Client Addendum conflicts with these Terms of Service, the Client Addendum controls for that Client.
• "Service Commencement Date" means the date on which Client first electronically signs or otherwise agrees to these Terms of Service.
• "Terms of Service" means this CLEAR Technology standard agreement, previously titled the Master Service Agreement or "MSA", as updated from time to time under Section 14. Any reference to the Master Service Agreement or MSA means these Terms of Service.
• "Service" means the Managed Services and any Supplemental Services provided by us to Client pursuant to this Agreement.
• "IT Scorecard" means our proprietary assessment tool that evaluates an organization's IT security posture across multiple categories including Identity & Domain, Users & Access, Devices & Data, and Documentation & Support.
• "Dashboard" or "Client Portal" means the online portal where Clients can view their security score and assessments, track progress on recommended improvements, open and follow support tickets, review billing, and access IT resources.
• "Connected System" means a system of Client's, such as its email and identity platform, that Client has authorized us to connect to under Section 2B.
• "Client Records" means the documentation, configuration records, assessments, and other records that we create about Client's environment in performing the Services.

Available Memberships

Three Memberships are available:

• Pro Plan
• Premiere Plan
• Enterprise Plan

First Quarter Free

For qualifying new Clients, the monthly platform fee is waived for the first three (3) months. Per-user fees, labor charges, parts, equipment, and supplemental services are billed at standard rates during this period.

Included Services

• On-site and remote support and consulting, billed hourly or drawn from your plan's included hours
• Phone, email, and text support
• System health monitoring
• Security platform and assessments (Section 2A)
• Mobile device management (Premier plan only)
• Salesforce development, at your plan's discount

Supplemental Services

We also provide work outside your plan, such as projects and custom work. It is billed at our current hourly rates, or at a fixed price you approve in writing beforehand. Salesforce development is quoted as a fixed-price project.

Non-Member Services

Work for clients without a membership is billed at $220 per hour.

Parts and Equipment

When you approve a project that needs parts or equipment, we order them right away and bill them at the time of order. Our prices include a markup over our cost that covers sourcing, shipping, taxes, handling, returns, and restocking. Labor is billed when the project is complete.

Billing Policy and Travel

We bill for all professional time, whether on site, remote, by phone, or by video. Contacts of five minutes or less are not billed. Time beyond that is billed in 15-minute increments. On-site visits have a one-hour minimum. Billable time for on-site visits starts when the technician leaves for your location. Arrival times are estimates and can be affected by traffic and weather.

Security Controls

• We assess Client's environment against our register of security controls, which we may update from time to time.
• Controls are weighted, and certain foundational controls limit the maximum score until they are in place.
• The status of each control is determined by our technicians, by information Client provides, and, where Client has connected a system under Section 2B, by automated checks against that system. Where a status rests on information Client provides, it reflects that information.

IT Scorecard

The IT Scorecard is a complimentary assessment tool that helps organizations evaluate their IT security posture before or after becoming a Client. Information collected through it is used to generate a security score and risk assessment, provide recommendations, support Client with IT guidance and services, and track progress as improvements are made.

Written Assessments

Written assessments describe Client's environment at the time they are prepared and are advisory. Client may share them with third parties at its discretion. We make no representation to, and accept no liability to, any third party that relies on an assessment.

Data Protection

We do not sell Client's data. Assessment responses, scores, and Client Portal data are treated as Confidential Information under Section 11 and are shared only with the service providers listed in Section 2E, for the purpose of delivering the Services.

No Guarantee of Security

No score, assessment, or completed control constitutes a certification, an audit opinion, or an attestation of compliance with any framework or regulation, and none guarantees protection against security incidents, data breaches, or other IT-related issues. Our assessments are advisory and are not a substitute for a professional security audit or a compliance certification.

• With Client's authorization, we connect to Client's email and identity platform, such as Google Workspace or Microsoft 365, and other systems, using permissions Client grants.
• Through these connections we access administrative information such as user accounts, group and administrator roles, two-step verification status, sign-in and license information, and device records. We do not access the contents of email messages or files through these connections.
• Client may revoke these permissions at any time. Doing so may prevent automated checks, per-user billing based on Client's user directory, and changes under Section 2C.

• Where Client grants administrative permissions, we may make configuration changes in Connected Systems, such as enforcing two-step verification, removing unnecessary administrator rights, or suspending the accounts of departed staff.
• One of our technicians approves each change before it is made. Each change is recorded with the name of the approving technician and is re-checked after it is made. Where a change can be reversed, we record how.
• Client may, by written notice, require its own prior approval for any category of change, and we will follow that instruction.
• Client remains responsible for deciding who should have access to its systems and information.

• We use artificial intelligence tools to assist our technicians, including in drafting documentation and messages, proposing security controls and changes, and preparing assessments. One of our technicians reviews AI output before it is relied on or acted upon.
• In doing so, portions of Client's tickets, documentation, and Connected System information are processed by the AI providers listed in Section 2E, under commercial terms that do not permit those providers to use Client's data to train their models.

We use third-party providers that may process Client data in delivering the Services. As of the effective date of this version of the Terms of Service they are: application hosting and databases (Render, Neon); file storage (Cloudflare); email and text message delivery (Resend, SendGrid, Twilio); payments and invoicing (Stripe, Bill.com); artificial intelligence (Anthropic, OpenAI); and device monitoring (Watchman Monitoring). We will provide a current list on request, and adding a provider to this list is an update we may make with notice under Section 14.

Our platform is not designed or authorized to store or process Controlled Unclassified Information, classified information, or technical data controlled under the International Traffic in Arms Regulations or the Export Administration Regulations. Client will not submit such information to us through tickets, documentation, uploads, or messages. Determinations about whether such regulations apply to Client, and who may access regulated information, are Client's responsibility.

• Our labor. If a problem is caused by our work and you report it within 30 days, we fix it at no charge. This does not cover problems outside our control.
• Follow-up visits. A follow-up visit within 7 days for the same issue has a 30-minute minimum instead of the usual one-hour on-site minimum, and is billed in 30-minute increments.
• Parts we supply carry a six-month replacement warranty.
• Parts you supply carry no warranty from us.

• Minimum term. There are no long-term contracts. Every plan has a minimum of three billing cycles. After that it continues month to month until cancelled.
• Changing plans. After the minimum term, you can change plans by emailing support@cleartechnow.com at least 30 days ahead. The change takes effect at the next billing cycle, and the new plan starts a new three-cycle minimum.
• Cancelling. After the minimum term, you can cancel by emailing support@cleartechnow.com at least 30 days ahead. Cancellation takes effect at the next billing cycle after the notice period. Section 14 allows cancellation without penalty in one case.
• Amounts owed. Cancelling does not cancel amounts owed. All fees and unbilled labor through the cancellation date are due when service ends.
• Ending service on our side. We may end the Services with 30 days' written notice, or sooner under Section 6.

• Hourly Rates: Hourly rates depend on your plan and are listed in your order form.
• After Hours: Weekday work before 8 a.m. or after 5 p.m. is billed at 1.5 times your hourly rate.
• Weekends: Weekend work is billed at 1.5 times your hourly rate, or 2 times before 8 a.m. or after 5 p.m.
• Holidays: Work on a Holiday is billed at 3 times your hourly rate.
• Payment Method: Client may pay by credit or debit card on file through our auto-billing system, or by invoice through Bill.com. Invoiced amounts are due on receipt.
• Billing Schedule: Your plan's monthly platform fee, per-user fees, and all accumulated monthly service charges are billed once a month, either charged to the card on file or invoiced.
• Collections: We may suspend any or all Services not fewer than 10 days after giving written notice if payment is more than 30 days overdue. Following such a suspension, Client pays a reinstatement fee of 25% of the last invoice. Overdue invoices accrue a late fee of 1.5% per month. Client also pays our reasonable costs of collecting overdue amounts, including collection agency fees, attorneys' fees, and court costs.

We may suspend Services to Client without liability if: (i) we reasonably believe that the Services are being used in violation of this Agreement or applicable law; (ii) Client fails to cooperate with any reasonable investigation by us of any suspected violation; (iii) there is a denial of service attack on Client's servers or other event for which we reasonably believe that the suspension of Services is necessary to protect our network or our other Clients or (iv) requested by a law enforcement or government agency.

Information on our servers will be unavailable during a suspension of the Services. We shall give Client written notice at least 24 hours in advance of a suspension under this Section, unless a law enforcement or government agency directs otherwise, or suspension on shorter or contemporaneous notice is necessary to protect us or our other Clients from an imminent and significant risk. We shall not suspend the Services if the grounds for the suspension are cured during the notice period. We shall promptly reinstate suspended Services when the reasons for the suspension of Services are cured.

Reciprocal

We represent and warrant to Client, and Client represents and warrants to us, that: (i) it has the power and authority to enter into this Agreement and to perform its obligations under this Agreement; (ii) it has taken all necessary action on its part to authorize the execution and delivery of this Agreement and (iii) the execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or violate applicable laws or regulations, and do not conflict with or constitute a default under its charter documents or any agreement to which it is a party.

Client

Client represents and warrants to us that: (i) the information Client has provided to us for the purpose of establishing an account with us is accurate; (ii) Client will not use the Services in violation of any federal, state or other law, rule or regulation (iii) Client shall not resell or make available any of the Services to any person or entity.

The indemnification obligations set forth in this Section shall be the parties' exclusive rights and remedies with respect to this Agreement.

Indemnity by Client

Client shall indemnify and hold harmless us, our affiliates, and each of their respective officers, directors, members, agents, independent contractors, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties and fines of any kind and nature whatsoever (including reasonable attorneys' fees) brought by a third party under any theory of legal liability arising out of or related to any of the following: (i) the actual or alleged use of the Services in violation of any part of this Agreement or applicable law or (ii) any breach by Client of any of its obligations under this Agreement.

Reciprocal Indemnification

Each party shall indemnify and hold harmless the other party, the other party's affiliates, and each of their respective officers, directors, members, agents and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties and fines of any kind and nature whatsoever (including reasonable attorneys' fees) brought by a third party under any theory of legal liability arising out of or related to the indemnifying party's actual or alleged: (i) gross negligence, (ii) willful misconduct or (iii) infringement or misappropriation of a third party's copyright, trade secret, patent, trademark or other intellectual property right.

Procedures

A party seeking indemnification under this Section shall provide prompt notice of its claim for indemnification to the indemnifying party; provided, however, that failure to give prompt notice shall not affect the indemnifying party's obligations under this Section unless and to the extent that the failure materially prejudices the defense of the claim. The indemnifying party may select counsel to defend the indemnified party in respect of any indemnified claim under this Section; provided, however, that the counsel selected must be qualified to defend the indemnified claim in the judgment of the indemnified party, which judgment shall not be unreasonably withheld or delayed. The indemnified party shall keep the indemnifying party fully informed of the status of the claim, including all communications from the claimant, and shall cooperate with the indemnifying party with respect to any judicial proceeding or dispute resolution procedure. The indemnifying party shall not settle any claim covered by this Section without the written consent in advance of the indemnified party, which consent shall not be unreasonably withheld or delayed. If, however, such settlement shall be only for a monetary amount covered by the indemnifying party's indemnification obligation under this Section and shall not impose any other liability on the indemnified party, then no consent shall be required from the indemnified party.

Patent, Copyright, Trade Secret

Notwithstanding any other provision in this Section, if we determine in our sole discretion that any Service may involve any product that may become subject to a claim of infringement or misappropriation, we may elect to (a) obtain the right of continued use of such product, or (b) replace or modify such product to avoid such claim. If we do not elect to do so, then all applicable licenses involving the product shall terminate. This Section states our entire liability and Client's sole and exclusive remedies for patent or copyright infringement and trade secret misappropriation.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CLIENT AGREES AND ACKNOWLEDGES THAT WE MAKE NO REPRESENTATION OR WARRANTY TO CLIENT, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, QUALITY, FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DO NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT'S PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY.

No Consequential Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY PUNITIVE DAMAGES.

Monetary Limitation

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR MAXIMUM AGGREGATE MONETARY LIABILITY UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY AND INFRINGEMENT) SHALL NOT EXCEED SIX (6) TIMES THE MONTHLY RECURRING FEE PAYABLE IN EFFECT AT THE TIME OF THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM.

Confidential Information

"Confidential Information" means all information disclosed by one party to the other, whether before or after the execution of this Agreement, including: (i) with respect to us, our unpublished prices and other terms of the Services, audit and security reports, server configuration designs, data center designs, and all other trade, business, financial and technology information about us and our operations that we consider to be our confidential and proprietary property, (ii) with respect to Client, content transmitted to or from, or stored by Client on, our servers, IT Scorecard responses and results, and Dashboard data, and (iii) with respect to both parties, all other information that is marked as "confidential" or if disclosed in non-tangible form, is verbally designated as "confidential" at the time of disclosure.

Use and Disclosure

Each party agrees not to use the other party's Confidential Information except in connection with the performance or use of the Services, as the case may be, or the exercise of its rights under this Agreement. Each party agrees not to disclose the other party's Confidential Information to any person or entity except to its employees and consultants who have a need to know the Confidential Information; provided, that such employees and consultants are advised that the Confidential Information so disclosed is the Confidential Information of the other party and such employees and consultants are bound by confidentiality restrictions in a writing at least as protective as those set forth in this Agreement.

Disclosure of Confidential Information

Notwithstanding anything to the contrary contained in this Section, each party may disclose any of the Confidential Information of the other party if, and only to the extent, required to do so by law, governmental regulation or court order; provided, that the party making such disclosure shall give prompt notice thereof to the other party in as far in advance as practicable prior to such disclosure and shall cooperate with the other party, at such other party's expense, to obtain a protective order regarding such disclosure.

Security Incidents

If we become aware of unauthorized access to Client data held in our platform, we will notify Client without undue delay.

Client shall not remove, modify or obscure any copyright, trademark or any other proprietary rights notice that appears on any software or devices provided by us to Client. Client shall not reverse engineer, decompile or disassemble any software or devices provided by us to Client.

• Solicitation of Our Employees: Client shall not solicit or hire any CLEAR Technology employee to become an employee of, or consultant to, Client for the Term and for a period of 1 year following the expiration or the termination of this Agreement for any reason.
• Ownership: Client owns the Client Records. We retain ownership of our platform, software, control register, templates, methods, and know-how, including improvements to them, and each party otherwise retains its own trade secrets, inventions, copyrights and other intellectual property.
• Return of Client Records: On request made within thirty (30) days after termination, we will provide Client an export of Client Records in a commonly readable format. After that period we may delete Client data, except records we must keep for legal or billing purposes.
• Amendment: Except for updates made under Section 14, no amendment of this Agreement shall be binding upon either party unless it is set forth in writing and agreed to by both parties. Agreement may be given electronically, including by approval in the Client Portal or through an approval link, and a Client Addendum is an amendment for this purpose.
• No Assignment: Client shall not assign this Agreement or any part hereof without our prior written consent, which consent shall not be unreasonably withheld or delayed.
• Notice: All notices under this Agreement must be in writing and sent by email: to us at support@cleartechnow.com, and to Client at the email address of its Client Portal administrator or of the person who signed this Agreement.
• Entire Agreement: This Agreement, including any order form and Client Addendum, constitutes the entire understanding between the parties hereto with respect to the subject matter hereof.
• No Third Party Beneficiary: This Agreement shall be binding upon and inure to the benefit of the parties hereto and our successors and assigns. No other person or entity is an intended third party beneficiary of any of the terms and conditions of this Agreement.
• Validity: In case any one or more of the provisions contained in this Agreement should be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
• Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the State of California without regard for its conflict of laws principles. The parties irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the State of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement.
• Force Majeure: We shall not be in default of any obligation under this Agreement if the failure to perform the obligation is due to any event beyond our control, including significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, pandemic, governmental authority, strikes or other organized labor action, terrorist activity or other events of a similar magnitude or type.
• Survival: The following Sections of this Agreement shall survive any termination or the expiration of this Agreement: Sections 1, 2A, 2F, 3, 7, 8, 9, 10, 11, and 12, and the Ownership and Return of Client Records provisions of Section 13.
• Independent Contractor: Client shall at all times act as and be considered an independent contractor hereunder. Nothing herein contained shall create any employment, agency, partnership, distributorship, joint venture or any other business relationship between Client and us, other than that of an independent contractor user of the Services.
• Limitation on Actions: No legal action, regardless of its form, whether in contract or tort, including negligence, related to or arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action first accrued.
• Attorneys' Fees: In any dispute concerning this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, including costs of collection and enforcement.
• Terms Generally: The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any part thereof. The definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice may be deferred until, or may be taken or given on, the next Business Day. Unless otherwise specifically indicated, the word "or" shall be deemed to be inclusive and not exclusive.

We may update these Terms of Service from time to time. Each update has a version number and an effective date, and the current version is published at cleartechnow.com/terms. When we publish an update we decide, before publishing, which one of the following applies to it, and we tell Client which one it is.

Approval Required

The update applies to Client only once Client approves it. Until then, the terms Client previously agreed to remain in effect, and Client's Services continue unchanged.

Approval With an Effective Date

• We give Client notice at least thirty (30) days before the effective date.
• If Client has not approved the update or raised a concern about it by the effective date, the update applies to Client from that date.
• If Client does not agree to the update, Client may cancel the Services without penalty by written notice before the effective date. The minimum billing cycles and the 30-day notice period in Section 4 do not apply to that cancellation, and Client pays only for Services provided through the cancellation date.
• If Client raises a concern before the effective date, the update does not apply to Client until Client approves it or the concern is resolved in writing.

Notice Only

Some updates do not reduce Client's rights or increase Client's fees, such as clarifications, corrections, updated contact details, or changes to the list of service providers in Section 2E. These take effect on the date stated in the notice. Any change to fees, or any change that reduces Client's rights, is never made as notice only.

Notice and Approval

• We give notice of an update by email to Client's Client Portal administrators and in the Client Portal. If Client does not have Client Portal access, we ask for Client's approval of the current Terms of Service the next time Client contacts us for service. The Services Client requested proceed while that approval is pending.
• An update may be approved by an authorized administrator of Client in the Client Portal, or through a private approval link we send by email, where the person approving confirms that they are authorized to agree for Client. Approving the current version approves any earlier updates Client had not yet approved.
• We keep a record of each approval, including the version approved, the exact text, who approved it, and when.

Client Addendums

Terms that apply to one Client only are set out in a Client Addendum. A Client Addendum continues to apply after an update to these Terms of Service unless the update or the Client Addendum says otherwise.

If you have questions or concerns about these Terms of Service, please contact us: