Terms of Service

These Terms of Service (the “Terms”) are an agreement between CLARUS LLC (“Clarus,” “we,” “us,” or “our”) and the organization that signs up for or uses Clarus (the “Customer” or “you”). They govern access to and use of the Clarus application at askclarus.com and the related services (together, the “Service”). Counsel: Confirm the contracting entity is CLARUS LLC, its state of organization, and its business address.

By creating an account, starting a free trial, subscribing, or using the Service, the individual doing so agrees to these Terms on behalf of the Customer and confirms that they have authority to bind it. If you do not have that authority, or do not agree, do not use the Service. Counsel: Confirm a clickwrap at sign-up (the /trial form’s “I agree” box) plus Stripe Checkout’s Terms consent is sufficient assent, and whether existing beta users must re-accept.

The Service is offered to businesses for business use. It is not intended for consumers or for personal, family, or household use. Counsel: Confirm the B2B-only position, and whether any consumer-protection rules still apply to sole proprietors.

1. Definitions

• Account Owner means the user who holds the Account Owner role for the Customer’s company in the Service and manages its subscription and billing.
• Authorized User means an individual whom the Customer invites to, or allows to use, its company account: Account Owners, Admins, Members, and Consultants.
• Customer Data means the data, documents, financial information, meeting transcripts, and other content that the Customer or its Authorized Users submit to the Service.
• Output means content the Service generates for the Customer, including AI-generated text, summaries, plans, ratios, simulations, and suggestions.
• Subscription means a paid plan purchased under Section 3, and Subscription Term means the monthly or annual period that a Subscription covers.
• Seat means one Authorized User with access to the Customer’s company account.

2. The Service

Clarus is a leadership and business-modeling platform. It helps a leadership team organize its information, measure its business, and model the effect of decisions, using the methodology of the Clarus Leadership Series. Features, modules, and their availability may change as the Service develops. We will not materially reduce the core functionality of a paid Subscription during its current Subscription Term.

We may use subcontractors and service providers to operate the Service, as described in our Privacy Policy. We remain responsible for their performance of our obligations under these Terms.

3. Subscription plans and fees

The plan. Clarus is sold as one plan, the Leadership Team plan, billed either monthly or annually. The plan includes the Clarus modules, Ask Clarus™, and a set number of Seats. Counsel: The plan includes 6 Seats today; prices are not yet set (Stripe spec Q1). Confirm whether the Seat count and prices are stated here or only on the pricing page and checkout.

Prices. Prices are shown on our website and at checkout, in US dollars. Prices exclude taxes. You are responsible for all sales, use, value-added, and similar taxes on your purchase, other than taxes on our income, and we will add them to your invoice where we are required to collect them. Counsel: Confirm tax-exclusive pricing with the accountant (plan 4.2 decision due 16 Nov).

Payment. Payments are processed by our payment processor, Stripe. By subscribing, you authorize us and Stripe to charge the payment method you provide for the fees, taxes, and any additional Seats, at the start of each Subscription Term and when you add Seats. You must keep a valid payment method on file. For annual plans we may agree to invoice you instead. Invoiced amounts are due within 30 days of the invoice date unless the invoice states otherwise. Counsel: Confirm invoice terms (spec 7.3 proposes net 30 for operator-made annual invoices) and whether late fees or interest are wanted.

Promotions. We may offer promotion codes or discounts. Each applies only on the terms stated with it, cannot be combined unless we say so, and has no cash value.

3.1 Automatic renewal

Your Subscription renews automatically. At the end of each Subscription Term, your Subscription renews for another term of the same length (another month for a monthly plan, another year for an annual plan), and we charge your payment method the then-current price for your plan and Seats, plus taxes, unless you cancel before the end of the current term. You can cancel at any time in Settings → Billing in the Service, as described in Section 6.

We will tell you about any price increase at least 30 days before it applies to you, and it takes effect at your next renewal. For annual plans, we will send the Account Owner a reminder before each renewal, stating the renewal date, the amount, and how to cancel. Counsel: Several US states (for example California, New York, Colorado, and Illinois) have automatic-renewal laws, some of which reach business contracts, with specific timing for renewal reminders (often 15 to 45 days before an annual renewal). Confirm the required disclosures and reminder timing. Engineering note: Clarus does not send an annual renewal reminder today. Stripe’s “upcoming renewal” customer email can be switched on in the Stripe Dashboard, or Clarus can add its own.

The renewal terms are also shown at checkout, next to the price, before you pay. Counsel: Confirm the checkout disclosure wording. Stripe Checkout shows the recurring price and interval and links these Terms.

3.2 Changing plans

You can switch from monthly to annual billing at any time. The change takes effect immediately, and we credit the unused part of your monthly term against the annual price. A switch from annual to monthly billing takes effect at your next renewal.

4. Free trial

New companies can try Clarus free for 14 days, or for any other trial period we offer you. No payment card is required to start a trial, and you will not be charged unless you choose a plan. Counsel: Trial length and the no-card decision are due 13 Nov (plan 4.2). 14 days and no card are the defaults built today.

If you choose a plan during the trial, your first charge happens when the trial ends, so you keep the remaining trial days. If the trial ends and you have not chosen a plan, your company account becomes read-only as described in Section 7: you can still sign in, view, print, and export your data, but you cannot edit it or use the AI features until you choose a plan.

A trial is for evaluating the Service. We may apply lower usage limits during a trial, and we may end or change a trial offer at any time. Trials are provided “as is” under Section 13, without any service commitment.

5. Seats

Your plan includes a set number of Seats. The Account Owner can add Seats at any time in Settings → Billing. Added Seats are charged immediately, prorated for the rest of the current Subscription Term, and are then included at the full price on each renewal.

You can reduce the number of Seats, but a reduction takes effect at your next renewal, and you cannot reduce below the number of Authorized Users who hold a Seat at that time. We do not refund or credit Seats for the rest of a term in which you reduce them. Counsel: Confirm whether Consultants count as Seats (Stripe spec Q2 default: Consultants are free).

Each Seat is for one named individual. Seats may not be shared, but you can reassign a Seat from one person to another.

6. Cancellation and refunds

Cancelling. The Account Owner can cancel your Subscription at any time in Settings → Billing. Cancellation takes effect at the end of the current paid Subscription Term. You keep full access until then, and you will not be charged again. After that date your company account becomes read-only under Section 7. You can resume a cancelled Subscription before the end of the term, or subscribe again later.

Refunds. Fees are non-refundable, and we do not give automatic refunds, including for a partial Subscription Term, unused Seats, a Seat reduction, or a period in which you did not use the Service. We may, at our sole discretion, give a full or partial refund or credit in a particular case. A refund given once does not entitle you to one again. To ask about a refund, write to finance@askclarus.com. Counsel: Mike chose “no automatic refunds; any refund at Clarus’s discretion”. Confirm this is enforceable as written, including for annual plans, and whether any state requires a refund on cancellation of an automatically renewed term.

Where the law requires a refund despite this Section, we will give it.

7. Non-payment and read-only access

If a renewal payment fails, Stripe retries the charge over about two weeks, and we will notify the Account Owner and ask them to update the payment method. Your company keeps full access while the retries run. Counsel: The retry schedule (Stripe Smart Retries, about 8 attempts over 2 weeks) is a Stripe setting still to be confirmed with Mikaela.

If the final retry fails, or an invoice remains unpaid after its due date, your company account becomes read-only. While it is read-only:

• Authorized Users can still sign in, view everything, print, and export Customer Data.
• Nobody can create or edit content, and Ask Clarus and the other AI features are switched off.
• The Account Owner can still manage billing, pay the outstanding amount, and remove users.

Paying the outstanding amount restores full access straight away. The same read-only state applies when a free trial ends without a plan, when complimentary access ends, and when a cancelled Subscription reaches the end of its term.

We do not delete Customer Data because an account is read-only. We keep it until the Account Owner asks us to delete it. We review each read-only account 90 days after it became read-only, and we may contact the Account Owner to ask whether to keep or delete the data. Counsel: Mike chose “kept until the customer asks for deletion, with a review at 90 days”. Consider reserving the right to delete after a stated period of inactivity, with written notice, so the retention obligation is not open-ended.

We may also suspend access to the Service entirely if an amount is more than 30 days overdue, after giving the Account Owner at least 10 days’ written notice. Counsel: Optional standard clause. The product today never blocks sign-in for non-payment. Keep, change, or delete.

8. Complimentary accounts

We may give a company free access to the Service (“complimentary access”), for example for beta customers, consulting clients, workshop attendees, partners, and our own test accounts. Complimentary access may have a Seat limit and an end date. We will tell the Account Owner before complimentary access ends, and we may change or end it on at least 14 days’ notice. Counsel: The Service emails Account Owners 14 and 3 days before a comp expires. Confirm the notice period and whether beta customers were promised anything longer.

When complimentary access ends, the company becomes read-only under Section 7 unless it has chosen a plan. Complimentary access is provided “as is” under Section 13, and our total liability for it is limited as stated in Section 14. Except for fees, these Terms apply to complimentary access in full.

9. Accounts and responsibilities

The Customer is responsible for its Authorized Users: who it invites, the roles it gives them, and their compliance with these Terms. Information entered into the Service is visible to the Customer’s Authorized Users according to their roles. Each user’s Ask Clarus conversations are the exception: they are private to that user, as described in our Privacy Policy.

Each Authorized User must keep their sign-in credentials confidential, should use two-step sign-in where it is available, and must tell us promptly at admin@askclarus.com about any unauthorized access. The Customer is responsible for activity under its company account, except to the extent caused by our breach of these Terms.

Authorized Users must be at least 18 years old.

10. Acceptable use

You will not, and will not allow anyone else to:

• access another company’s or person’s account or data, or try to get around the Service’s access controls, usage limits, or security;
• interfere with or disrupt the Service, or put an unreasonable load on it, including through automated access, scraping, or bots, other than through features we provide for that purpose;
• copy, modify, reverse engineer, or create derivative works of the Service, except where the law allows this despite this restriction;
• use the Service to build a competing product, or resell, sublicense, or provide it to third parties other than your Authorized Users;
• upload content that is unlawful, infringing, defamatory, or malicious, including viruses or other harmful code;
• upload personal data that you do not have the right to share with us, or sensitive categories of personal data (such as health information, government ID numbers, or payment card numbers) that the Service does not need;
• use the AI features to generate content that is unlawful, harmful, or deceptive, or attempt to manipulate them into bypassing their safeguards; or
• use the Service in violation of any applicable law, including export control and sanctions laws.

We may suspend access to the Service, in whole or in part, if we reasonably believe it is being used in breach of this Section or poses a security risk. Where practical, we will tell the Account Owner first and give a chance to fix the problem.

11. AI features

The Service includes features that use artificial intelligence, including Ask Clarus, AI-generated summaries, and suggestions (the “AI Features”). The AI Features send your prompts and relevant Customer Data to the AI model providers listed in our Privacy Policy to generate Output. Those providers process the data on our behalf, and under the terms we use with them they may not use it to train their models.

AI-generated Output may be inaccurate, incomplete, or out of date, even when it reads as confident. It is generated automatically and is not reviewed by a person before you see it. You are responsible for reviewing Output, checking it against your own information, and deciding whether and how to use it.

Clarus is not professional advice. The Service, its Output, and its simulations, ratios, projections, and suggestions are for information and planning only. They are not financial, investment, accounting, tax, or legal advice, and they are not a substitute for advice from a qualified professional who knows your circumstances. You remain solely responsible for your business decisions and their outcomes.

Usage limits apply to the AI Features, as shown in the Service, and we may change them to protect the Service. Counsel: Today’s limits are 100 messages per user per day, 1,000 per user per month, and 5,000 per company per month. Confirm whether they belong in the Terms.

12. Customer Data and intellectual property

12.1 Your data

The Customer owns its Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service for you, to prevent abuse, and as the law requires. We do not sell Customer Data, and we do not use it to train AI models.

You are responsible for the accuracy of Customer Data and for having the rights and permissions needed to submit it, including the consent of the people in any meeting transcript you import.

We may collect and use usage information about how the Service is used, and data that has been aggregated and de-identified so that it does not identify you or any individual, to operate, maintain, and improve the Service. Counsel: Confirm the scope of this right. The beta Terms allowed use of Customer Data to “improve” the Service; this draft narrows that to usage and de-identified data.

12.2 Export and deletion

You can view, print, and export Customer Data through the features in the Service, including while your account is read-only. At the end of your Subscription, or at any time, the Account Owner can ask us at admin@askclarus.com for an export of Customer Data in a commonly used format, which we will provide within 30 days, or for its deletion. Counsel: There is no one-click export of all data today; a full export is a manual request. Confirm the 30-day commitment.

When we delete Customer Data, it is removed from the live Service promptly and from our backups as they expire, within about 12 months. Counsel: Database backups are kept 30 days on the instance and the daily exports up to 365 days.

12.3 Our intellectual property

We and our licensors own the Service, including its software, design, and documentation, and all improvements to it. The Clarus methodology, the Clarus Leadership Series books, and the marks used in the Service, including the Clarus name, Ask Clarus™, The Profit Power Ratio™, The Power of X™, The Core Driver™, The Signal™, The Clarus Flow™, and the related names and logos, belong to CLARUS LLC and Mark Stanley. Counsel: Confirm who owns the methodology, the books, and the marks (Mark Stanley personally, CLARUS LLC, or both, and any license between them), and the list of marks to name. The books’ copyright page lists the marks as the company’s trademarks. Except for the right to use the Service under these Terms, no rights are granted to you, and you may not use our marks without our written permission.

Subject to these Terms and payment of the fees, you may use Output for your internal business purposes. Output that restates the Clarus methodology remains subject to our rights in that methodology.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

13. Disclaimers

THE SERVICE, ALL OUTPUT, FREE TRIALS, AND COMPLIMENTARY ACCESS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, CLARUS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY DECISION. Counsel: Confirm whether to offer any limited warranty or service level for paid plans.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR BUSINESS DECISIONS MADE IN RELIANCE ON THE SERVICE OR ANY OUTPUT, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES THE CUSTOMER PAID TO CLARUS FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED US DOLLARS (USD $100).

These limits do not apply to the Customer’s obligation to pay fees, to a party’s indemnification obligations, or to liability that cannot be limited by law. Counsel: Confirm the cap, whether it should be mutual, and the carve-outs (some customers will ask for a higher cap for data breaches).

15. Indemnification

By the Customer. The Customer will defend and indemnify Clarus and its officers, members, employees, and agents against third-party claims, and the resulting losses, damages, and reasonable costs, arising from Customer Data, from the Customer’s or its Authorized Users’ use of the Service in breach of these Terms or the law, or from decisions the Customer makes using the Service.

By Clarus. Clarus will defend the Customer against third-party claims that the Service, as provided by us, infringes a US patent, copyright, or trademark, and will pay the resulting damages finally awarded or agreed in settlement. This does not cover claims arising from Customer Data, Output, the Customer’s modifications or combinations, or use in breach of these Terms. If such a claim is made or likely, we may modify the Service, get the Customer the right to keep using it, or end the Subscription and refund prepaid fees for the unused part of the term. Counsel: Confirm whether to offer this IP indemnity at all at launch.

The indemnified party must promptly notify the other, give it control of the defense and settlement, and provide reasonable cooperation. No settlement may impose an obligation on the indemnified party without its consent.

16. Term and termination

These Terms apply from the moment you first use the Service until all Subscriptions and complimentary access have ended and you stop using the Service.

Either party may end a Subscription for the other’s material breach if the breach is not cured within 30 days of written notice. We may suspend or end access immediately for a serious breach of Section 10, for non-payment under Section 7, or where the law requires. If we end a Subscription for convenience, or because we stop offering the Service, we will refund prepaid fees for the unused part of the term. Counsel: Confirm whether Clarus should reserve a right to terminate for convenience, and on what notice.

Sections 6, 7 (as to retained data), 12, 13, 14, 15, 17, and 18 survive the end of these Terms.

17. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will notify the Account Owner by email or in the Service at least 30 days before it takes effect. A change applies from your next renewal, unless it is required by law or concerns a new feature, in which case it applies from its effective date. If you do not agree to a change, you can cancel before it applies to you. Continued use of the Service after a change takes effect means you accept it. Counsel: Confirm the notice period and the mechanism for unilateral changes.

18. General

Governing law and venue. These Terms are governed by the laws of the State of Counsel: insert governing-law state. The beta Terms in effect today name Iowa., without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state and federal courts located in Counsel: insert venue, the city or county, and each party consents to their jurisdiction. Counsel: Consider an arbitration clause and class-action waiver.

Notices. We send notices to the Account Owner’s email address. You can send notices to admin@askclarus.com, and billing questions to finance@askclarus.com. Legal notices may also be sent by mail to CLARUS LLC, Counsel: insert business address. Counsel: Contact addresses chosen by engineering: admin@ for legal and privacy, finance@ for billing. The beta Terms used clarus@askclarus.com. Confirm.

Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets, on notice.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than the obligation to pay fees.

Publicity. We will not use your company’s name or logo as a customer reference without your permission.

Entire agreement. These Terms, together with our Privacy Policy, our Cookie Notice, and any order form or checkout page you accept, are the entire agreement between the parties about the Service, and replace any earlier terms, including the beta Terms & Conditions. If an order form signed by both parties conflicts with these Terms, the order form controls. Counsel: Confirm whether a data processing addendum (DPA) is needed for customers that ask for one.

Other terms. If a provision is found unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries.

Contact. CLARUS LLC, Counsel: insert business address · admin@askclarus.com