Terms of Service and End User License Agreement

Effective Date: 09/15/2026

Clearzie is a software product of Clearzie, Inc.

These Terms of Service and End User License Agreement (the “Terms”) govern access to and use of Clearzie, including its websites, software platform, applications, integrations, artificial intelligence features, automations, and related services (collectively, the “Services”). These Terms form a binding agreement between Clearzie, Inc. (“Clearzie,” “we,” “us,” or “our”) and the individual or entity accessing or using the Services (“you” or “your”).

By accessing or using the Services, creating an account, or accepting these Terms electronically, you agree to be bound by these Terms and our Privacy Policy. If you use the Services on behalf of an organization or client, you represent and warrant that you have authority to bind that organization or client, and “you” includes that organization or client as applicable.

1. Agreement, Eligibility, and Authority

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. You may use the Services only in compliance with these Terms and applicable law. If you access the Services for an organization, business, or client, you represent that you have all permissions and authority necessary to do so and to provide or authorize access to any information made available through the Services.

2. The Clearzie Services

Clearzie is a business workflow, work-management, reporting, communication, integration, automation, and AI-enabled software platform. Depending on your subscription and configuration, the Services may include task and project management, recurring workflows, client requests, reporting, dashboards, team collaboration, connected applications, AI-assisted functionality, AI Agents, and automated actions.

Features may change over time. We may add, modify, suspend, or discontinue features or portions of the Services, subject to applicable law and any separate written agreement with you.

3. Accounts, Administrators, and Authorized Users

You agree to provide accurate and current account information and to maintain the confidentiality and security of account credentials. You are responsible for activity occurring through accounts under your control and for promptly notifying Clearzie, Inc. of suspected unauthorized access.

Organizations may designate administrators and other authorized users with different permissions. The organization is responsible for determining appropriate access, maintaining its user list, configuring permissions, and removing access when no longer appropriate. Actions taken by authorized users may be treated as actions authorized by the organization.

4. License and Right to Use the Services

Subject to these Terms, payment of applicable fees, and any additional written agreement, Clearzie, Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription or authorized-use period for your legitimate internal business purposes.

The Services are licensed, not sold. Except for the limited rights expressly granted in these Terms, Clearzie, Inc. and its licensors reserve all right, title, and interest in and to the Services and all related intellectual property.

5. Subscriptions, Fees, Renewals, and Cancellation

Certain Services may be offered without charge, while others may require subscription, usage-based, implementation, or other fees. Applicable pricing, billing intervals, renewal terms, and cancellation rights may be stated in an order form, subscription page, proposal, or other agreement presented to you.

Unless otherwise stated in writing, fees are due when charged and are non-refundable to the extent permitted by law. Failure to maintain valid payment information or pay amounts when due may result in suspension or termination of access. Any automatic renewal or price-change notice will be provided as required by applicable law or the applicable ordering terms.

6. Customer Data and Content

“Customer Data” means information, documents, communications, records, files, images, accounting information, transaction information, and other content that you or your authorized users submit, upload, transmit, create, receive, or store through the Services.

As between you and Clearzie, Inc., you retain your rights in Customer Data. You grant Clearzie, Inc. a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, reformat, and otherwise use Customer Data as reasonably necessary to provide, secure, support, maintain, and improve the Services in accordance with these Terms, our Privacy Policy, and applicable law.

You represent and warrant that you have all rights, permissions, notices, and consents necessary for Clearzie, Inc. to process Customer Data as contemplated by the Services. You are responsible for the accuracy, legality, quality, and appropriateness of Customer Data you provide.

7. Aggregated and De-Identified Data

Clearzie, Inc. may generate aggregated or de-identified information regarding use, operation, security, and performance of the Services, provided that such information does not identify you or any individual in a manner prohibited by applicable law. Clearzie, Inc. may use such aggregated or de-identified information to operate, analyze, secure, improve, and develop its products and services, subject to our Privacy Policy and applicable law.

8. Connected Applications and Third-Party Services

The Services may allow you to connect third-party applications, platforms, data sources, or services. By enabling a connection, you authorize Clearzie, Inc. to access, receive, transmit, and, where applicable, modify information in the connected service as necessary to provide the functionality you configure or request.

You are responsible for ensuring that you have authority to connect each third-party account and to authorize the applicable access. Third-party products and services are governed by their own terms and privacy practices. Clearzie, Inc. does not control and is not responsible for the availability, security, accuracy, acts, omissions, or functionality of third-party services, except to the extent required by law or expressly agreed in writing.

9. QuickBooks Online and Intuit Integration

Clearzie may integrate with QuickBooks Online through APIs and services provided by Intuit Inc. By connecting a QuickBooks Online company, you authorize Clearzie to access and process information made available through the authorized connection and, where enabled, to create or modify information in QuickBooks Online on your behalf.

You represent that you have authority to authorize access to each connected QuickBooks Online company. The availability and operation of QuickBooks-related functionality depends in part on services, permissions, APIs, and policies controlled by Intuit. Clearzie, Inc. does not obtain your QuickBooks password through the standard Intuit authorization process.

QuickBooks and Intuit are trademarks or services of Intuit Inc. Clearzie, Inc. and Clearzie are independent from Intuit unless expressly stated otherwise.

10. Artificial Intelligence, AI Agents, and Automated Functionality

Clearzie may provide artificial intelligence, automated assistants, AI Agents, recommendations, summaries, classifications, drafts, analyses, and other automated functionality. These features may analyze information, recommend actions, prepare work, interact with connected applications, or perform actions on your behalf within configured permissions.

By enabling an AI Agent, automation, integration, or other automated feature, you authorize Clearzie to perform the actions you configure or approve within the permissions you establish. You are responsible for configuring appropriate access permissions, approval requirements, escalation rules, and human-review controls for your organization.

AI-generated output and automated actions may contain errors, may not be unique, and may not be appropriate for every circumstance. You are responsible for determining when human review or professional judgment is appropriate and for reviewing material actions and outputs as appropriate to their nature and significance. Clearzie, Inc. may require, permit, or support human approval before certain actions are completed and may pause or escalate actions when configured conditions are met.

11. Professional Judgment and No Professional Advice

Clearzie is a software platform. Unless expressly provided under a separate written professional-services agreement, Clearzie, Inc. does not provide accounting, tax, legal, investment, financial, or other regulated professional advice through the Services. Software-generated recommendations, accounting entries, classifications, reports, communications, or other outputs are not a substitute for professional judgment where such judgment is required.

12. Customer Responsibilities

You are responsible for your use of the Services, including the configuration of workflows, permissions, automations, AI Agents, connected systems, approval rules, and internal controls. You are also responsible for maintaining appropriate backups or source records where prudent, reviewing outputs where appropriate, and ensuring that your use complies with laws, professional obligations, contracts, and policies applicable to you.

13. Acceptable Use and Prohibited Activities

You may not, and may not permit another person to:

• use the Services for unlawful, fraudulent, abusive, deceptive, or infringing purposes;

• introduce malware, malicious code, or other harmful technology;

• access, monitor, scrape, download, or use systems, accounts, data, or content without authorization;

• circumvent security, authentication, usage limits, permissions, or access controls;

• reverse engineer, decompile, disassemble, copy, modify, resell, sublicense, or create unauthorized derivative products from the Services except to the limited extent such restriction is prohibited by law;

• use information obtained from the Services to train or develop an artificial intelligence or machine-learning model or competing technology without Clearzie, Inc.’s prior written authorization;

• impersonate another person or misrepresent an affiliation with Clearzie, Inc.;

• infringe or misappropriate intellectual property, privacy, confidentiality, or other rights; or

• encourage or enable another person to engage in any prohibited activity.

Clearzie, Inc. may investigate suspected violations and may restrict, suspend, or terminate access when reasonably necessary to protect the Services, users, Clearzie, Inc., third parties, or the integrity and security of connected systems.

14. Beta, Preview, and Experimental Features

Clearzie, Inc. may make beta, pilot, preview, early-access, experimental, or pre-release features available. Such features may be incomplete, change without notice, contain errors, be unavailable, or be discontinued. Unless expressly agreed otherwise in writing, beta and pre-release features are provided “AS IS” and should not be relied upon for critical operations without appropriate independent controls and review.

15. Clearzie Intellectual Property

Clearzie, Inc. and its licensors own all right, title, and interest in and to Clearzie and the Services, including software, source and object code, architecture, interfaces, designs, workflows, methods, documentation, models, algorithms, features, functionality, trademarks, branding, inventions, improvements, enhancements, derivative works, and other technology or intellectual property developed by or for Clearzie, Inc., excluding Customer Data and third-party intellectual property.

No rights are granted by implication, estoppel, participation, contribution, or otherwise except as expressly stated in these Terms or another written agreement signed by Clearzie, Inc..

16. Feedback, Suggestions, and Product Improvements

We welcome feedback regarding Clearzie. “Feedback” includes suggestions, recommendations, ideas, concepts, designs, workflows, feature requests, improvements, enhancements, corrections, comments, test results, product observations, and other feedback concerning Clearzie or related products or services.

If you provide Feedback, you agree that it is provided voluntarily and without expectation of compensation, attribution, confidentiality, ownership, or other rights. To the fullest extent permitted by law, you hereby irrevocably assign to Clearzie, Inc. all right, title, and interest you may have in and to the Feedback, including all intellectual property rights therein, and Clearzie, Inc. may use, develop, modify, commercialize, disclose, reproduce, distribute, license, incorporate into its products or services, or otherwise exploit the Feedback for any purpose without restriction, attribution, notice, or compensation to you.

To the extent any rights in Feedback cannot legally be assigned, you grant Clearzie, Inc. a perpetual, irrevocable, worldwide, exclusive, transferable, sublicensable, fully paid-up, royalty-free license to use, reproduce, modify, create derivative works from, commercialize, distribute, display, perform, license, and otherwise exploit the Feedback for any purpose.

For clarity, your use of Clearzie, participation in product testing, identification of a feature or workflow, provision of Feedback, or contribution of business knowledge or subject-matter expertise does not create any ownership interest in Clearzie or in any software, feature, functionality, workflow, design, model, algorithm, documentation, enhancement, derivative work, or other technology developed by or for Clearzie, Inc..

17. No Partnership, Joint Venture, Agency, Employment, or Ownership

Your use of Clearzie does not create, and nothing in these Terms will be construed to create, any partnership, joint venture, fiduciary relationship, employment relationship, franchise, agency, co-ownership, or other similar relationship between you and Clearzie, Inc.. You are not an owner, member, shareholder, partner, joint venturer, employee, representative, or agent of Clearzie, Inc. by virtue of accessing or using Clearzie, participating in any beta or testing program, providing Feedback, contributing ideas or expertise, or otherwise interacting with Clearzie, Inc. or the Services.

You have no authority to bind Clearzie, Inc., incur obligations on Clearzie, Inc.’s behalf, make representations or commitments for Clearzie, Inc., or hold yourself out as having such authority.

18. Service Changes, Availability, Outages, and Communications

We may update, improve, modify, suspend, restrict, or discontinue all or any portion of the Services from time to time. The Services may be unavailable, delayed, interrupted, degraded, or subject to errors because of scheduled or emergency maintenance, software or infrastructure failures, internet or telecommunications failures, utility interruptions, cyberattacks, security events, third-party services or connected applications, API changes or outages, force majeure events, or other circumstances. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARZIE, INC. WILL NOT BE LIABLE FOR ANY OUTAGE, DOWNTIME, DELAY, INTERRUPTION, LOSS OF AVAILABILITY, OR FAILURE OF THE SERVICES, INCLUDING ANY RESULTING LOSS OF ACCESS TO DATA OR CONNECTED SERVICES. We may perform maintenance at any time and do not guarantee advance notice of scheduled or emergency maintenance.

We may communicate with you regarding account administration, security, service changes, support, billing, legal notices, and other matters related to the Services using contact information associated with your account. You are responsible for keeping such information current.

19. Security

Clearzie, Inc. uses administrative, technical, and organizational safeguards designed to protect the Services and information processed through them. No system, transmission method, or storage environment can be guaranteed to be completely secure. You are responsible for maintaining appropriate endpoint security, account security, permissions, and credential practices within your organization.

20. Suspension and Termination

You may discontinue use of the Services subject to applicable subscription, order-form, and cancellation terms. Clearzie, Inc. may suspend or terminate access if reasonably necessary to address a security risk, nonpayment, unlawful or unauthorized use, a material violation of these Terms, harm to Clearzie, Inc. or others, or compliance with law.

Upon termination or expiration, your right to use the affected Services ends. Termination does not relieve you of payment obligations accrued before termination or other obligations that by their nature are intended to survive.

21. Data Following Termination

Following termination, Customer Data will be handled in accordance with the Privacy Policy, applicable law, and any separate written agreement. You are responsible for exporting information you need before termination where export functionality is available. Clearzie, Inc. may retain information when reasonably necessary for legal, security, backup, dispute-resolution, or legitimate business purposes, subject to applicable law and contractual commitments.

22. Survival

Provisions concerning Customer Data rights, aggregated or de-identified data, Clearzie, Inc. intellectual property, Feedback, relationship of the parties, accrued payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive will survive expiration or termination of these Terms.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING BETA FEATURES, AI-GENERATED OUTPUTS, AUTOMATED ACTIONS, CONNECTED-SERVICE DATA, AND THIRD-PARTY INTEGRATIONS, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLEARZIE, INC. DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CLEARZIE, INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, TIMELY, ERROR-FREE, COMPLETELY SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT, DATA, RECOMMENDATION, AUTOMATION, INTEGRATION, OR THIRD-PARTY INFORMATION WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE. SERVICE AVAILABILITY MAY DEPEND ON THIRD-PARTY PROVIDERS, CONNECTED APPLICATIONS, INTERNET AND TELECOMMUNICATIONS NETWORKS, AND OTHER SYSTEMS OUTSIDE CLEARZIE, INC.’S CONTROL.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARZIE, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CLEARZIE, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE FORM OR THEORY OF ACTION, WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO CLEARZIE, INC. FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE PAID NO SUBSCRIPTION FEES FOR THE APPLICABLE SERVICES DURING THAT PERIOD, CLEARZIE, INC.’S AGGREGATE LIABILITY WILL BE ZERO DOLLARS ($0), TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not permit certain exclusions or limitations of liability, so portions of this section may not apply to you. Nothing in these Terms limits liability that cannot lawfully be limited.

25. Indemnification

To the extent permitted by law, you agree to indemnify, defend, and hold harmless Clearzie, Inc. and its officers, directors, employees, affiliates, licensors, service providers, and suppliers from claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising out of or relating to: (a) your unlawful or unauthorized use of the Services; (b) your material violation of these Terms; (c) Customer Data or other content you provide that infringes, misappropriates, or violates another person’s rights; or (d) your violation of applicable law. Clearzie, Inc. may assume control of the defense of a matter subject to indemnification, and you agree to reasonably cooperate.

26. Dispute Resolution; Binding Arbitration; Governing Law

PLEASE READ THIS SECTION CAREFULLY. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE RELATIONSHIP BETWEEN YOU AND CLEARZIE, INC., INCLUDING THE FORMATION, INTERPRETATION, BREACH, TERMINATION, ENFORCEABILITY, OR VALIDITY OF THESE TERMS, WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT EITHER PARTY MAY SEEK TEMPORARY OR PRELIMINARY INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM A COURT OF COMPETENT JURISDICTION TO PROTECT INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, DATA SECURITY, OR ACCESS TO THE SERVICES PENDING ARBITRATION. The arbitration will take place in the State of Delaware and will be administered by the American Arbitration Association (“AAA”) under its applicable Commercial Arbitration Rules, unless applicable law requires otherwise. The arbitration will be conducted by one arbitrator. The arbitrator may award any remedy available under applicable law, subject to the limitations in these Terms, and judgment on the award may be entered in any court having jurisdiction. These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except to the extent federal law governs arbitration. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CLEARZIE, INC. AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If any portion of this arbitration provision is found unenforceable, the remaining portions will remain in effect to the fullest extent permitted by law.

27. General Terms

Assignment. You may not assign or transfer these Terms or your rights to the Services without Clearzie, Inc.’s prior written consent. Clearzie, Inc. may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or other lawful business transaction, subject to applicable law.

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

Waiver. A failure or delay by Clearzie, Inc. to enforce a provision does not waive its right to enforce that or any other provision later.

Entire Agreement. These Terms, the Privacy Policy, applicable order forms, and any other written agreement expressly incorporated by reference constitute the agreement governing your use of the Services. If a separately signed agreement between you and Clearzie, Inc. conflicts with these Terms, the signed agreement controls to the extent of the conflict unless it states otherwise.

Force Majeure. Clearzie, Inc. will not be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or telecommunications failures, cyberattacks, utility failures, or failures of third-party platforms or infrastructure.

Headings. Headings are for convenience only and do not affect interpretation.

28. Changes to These Terms; Posted Terms Control

Clearzie, Inc. may revise, amend, replace, or otherwise modify these Terms from time to time in its discretion. The then-current version of these Terms will be publicly posted on the Clearzie website and may be viewed by you at any time. To the fullest extent permitted by applicable law, Clearzie, Inc. is not required to provide individualized notice of changes, and the posting of revised Terms on the Clearzie website constitutes notice of the revised Terms. You are responsible for reviewing the Terms periodically. By accessing or using the Services after revised Terms become effective, you agree to be bound by the Terms then posted, including future amendments and replacements. Your continued use of the Services constitutes your acceptance of the then-current Terms to the fullest extent permitted by applicable law. If applicable law requires additional notice, affirmative consent, or a different effective date for a particular change, Clearzie, Inc. will comply with those requirements. If you do not agree to the then-current Terms, your sole remedy is to discontinue use of the Services and, where applicable, cancel your subscription in accordance with the applicable cancellation terms.

29. Contact Information

Questions regarding these Terms may be directed to:

Clearzie, Inc.

Email: info@clearzie.com

Website: https://www.clearzie.com

Mailing Address: 100 Avenida La Pata, Suite 200, San Clemente, CA 92673