Terms of Service

For purposes of this Agreement:

• "Service"— the ClarionOps web application, mobile-progressive web application, API, backend processing pipelines, and all related features and functionality provided by ClarionOps.
• "Tenant"— an organisational account on the Service, under which one or more Users operate.
• "User"— any individual who creates an account or is granted access to a Tenant account.
• "Administrator"— a User with permissions to manage the Tenant account, invite other Users, and configure integrations.
• "Content"— any data, documents (including PDF files), images, text, or other materials that you upload to or create within the Service.
• "QuickBooks Integration"— the optional feature that connects the Service to your Intuit QuickBooks Online account via OAuth 2.0.
• "Subscription"— a paid plan that grants access to the Service beyond the limits of the Free Tier, billed on a recurring basis.
• "Free Tier"— limited access to the Service provided at no charge, subject to usage caps and feature restrictions as published at clarionops.com/pricing.
• "AI Features"— document data extraction powered by AWS Textract and Amazon Bedrock (Claude AI by Anthropic), and AI-assisted QuickBooks account mapping.
• "Intuit"— Intuit Inc., the operator of QuickBooks Online.

To use the Service, you must be at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case "you" refers to that entity.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use of your account or any other security breach at support@clarionops.com.

You may not create multiple accounts to circumvent Free Tier usage limits. You agree to provide accurate, current, and complete information during registration and to keep it updated.

Subject to your compliance with this Agreement and payment of all applicable fees, ClarionOps grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to access and use the Service solely for your internal business operations during the term of this Agreement.

This licence does not include the right to: resell or commercially exploit the Service; reproduce, distribute, or create derivative works based on the Service or its underlying technology; or use the Service as a component of another product or service offered to third parties, except with our prior written consent.

All rights not expressly granted in this Agreement are reserved by ClarionOps and its licensors.

You agree that you will not, directly or indirectly:

• Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of the Service
• Attempt to gain unauthorised access to any part of the Service, its infrastructure, or other users' accounts
• Use the Service to process or store data on behalf of third parties as a bureau or processing service without a separate written agreement with ClarionOps
• Upload, transmit, or introduce any malware, viruses, ransomware, or other malicious code
• Sublicense, resell, rent, lease, or transfer your rights under this Agreement to any third party
• Use automated scripts, bots, crawlers, or scraping tools against the Service
• Circumvent or attempt to circumvent usage limits, billing controls, or security features
• Remove, alter, or obscure any proprietary notices or branding within the Service
• Use the Service in any way that violates any applicable local, provincial, federal, or international law or regulation
• Upload Content that infringes any third-party intellectual property rights or that you do not have the right to use

The Service uses AI and machine learning technologies to process your uploaded financial documents:

• AWS Textract is used for optical character recognition (OCR) to extract raw text and structured data from uploaded PDF documents.
• Amazon Bedrock (Claude by Anthropic) is used for intelligent interpretation and mapping of extracted data, including suggesting QuickBooks vendor, account, and customer mappings.

Your uploaded documents and the data extracted from them are used exclusively to provide the Service to your Tenant. They are never used to train or fine-tune any AI model.

The Service is a multi-tenant platform. ClarionOps implements strict logical data isolation at every layer of the system to ensure that no Tenant can access, view, or affect the data of any other Tenant.

Tenant Administrators are responsible for managing user access and permissions within their own Tenant. ClarionOps is not liable for actions taken by Users that Administrators have granted access to.

You agree to use the Service only for lawful purposes and in a manner that does not infringe the rights of others. You must not use the Service to:

• Process, store, or transmit documents that have been unlawfully obtained
• Facilitate, conceal, or engage in tax fraud, money laundering, financial fraud, or any other financial crime
• Process data for which you do not have the legal right or appropriate authorisation
• Harass, defame, threaten, or otherwise harm any individual or group
• Engage in any activity that could damage, overload, or impair the infrastructure of the Service
• Violate any applicable local, provincial, federal, or international law or regulation
• Attempt to interfere with, compromise, or circumvent the security of the Service or its users

ClarionOps reserves the right to investigate suspected violations and to suspend or terminate accounts where violations are confirmed, without prior notice.

You retain full ownership of all Content you upload to or create within the Service. ClarionOps does not claim any ownership rights in your Content.

By uploading Content, you grant ClarionOps a limited, non-exclusive, worldwide, royalty-free licence to process, store, copy, transmit, and display your Content solely to the extent necessary to provide and improve the Service to your Tenant. This licence terminates upon account deletion, subject to the 30-day data retention period described in our Privacy Policy.

You represent and warrant that: (a) you hold all rights necessary to upload and process your Content; (b) your Content does not and will not violate any third-party intellectual property rights, privacy rights, or applicable laws; and (c) you have obtained all necessary consents to upload any personal information of third parties contained in your documents.

ClarionOps will never use your Content or extracted data to train, fine-tune, or improve any AI model, whether proprietary or third-party.

The Service, including but not limited to the software, algorithms, AI pipelines, user interface design, graphics, text, logos ("ClarionOps" and the ClarionOps logo), and all underlying technology, is owned by 1001394704 Ontario Inc. and/or its licensors and is protected by Canadian and international intellectual property laws, including the Copyright Act (Canada) and applicable trademark legislation.

Nothing in this Agreement transfers any intellectual property rights to you. Your only right to use the Service is the limited licence expressly granted in Section 3.

If you provide feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant ClarionOps an irrevocable, perpetual, worldwide, royalty-free licence to use, incorporate, and commercialise such Feedback without restriction and without any obligation to compensate you.

Each party agrees to keep confidential the other's non-public information that is designated as confidential or that reasonably ought to be treated as confidential given its nature ("Confidential Information"). Each party agrees:

• Not to disclose Confidential Information to any third party without the disclosing party's prior written consent
• To use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement
• To protect Confidential Information using at least the same degree of care used for its own confidential information, but no less than reasonable care

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party; (c) is disclosed by a third party who is not bound by confidentiality; or (d) is required to be disclosed by applicable law or court order (in which case the receiving party shall promptly notify the disclosing party, to the extent permitted by law).

Your use of the Service is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Service, you consent to the data collection, use, and sharing practices described in the Privacy Policy.

ClarionOps complies with the Personal Information Protection and Electronic Documents Act (PIPEDA), the European Union's General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and all other applicable privacy laws.

Certain jurisdictions do not permit the exclusion of implied warranties. To the extent applicable mandatory consumer-protection law in your jurisdiction requires minimum warranties, those statutory rights are not excluded by this Agreement.

The foregoing limitations apply whether the claim is based in contract, tort (including negligence), strict liability, or any other legal or equitable theory. The limitations in this section reflect a reasonable allocation of risk. ClarionOps would not provide the Service without these limitations.

Jurisdictional carve-out: Certain jurisdictions, including some Canadian provinces, do not allow the exclusion or limitation of certain warranties or liabilities. To the extent that any such limitation is prohibited by mandatory law in your jurisdiction, the limitation shall not apply only to the minimum extent required by that law.

You agree to defend, indemnify, and hold harmless ClarionOps, 1001394704 Ontario Inc., and their respective officers, directors, employees, contractors, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:

• Your use of the Service in violation of this Agreement or any applicable law
• Your Content, including any claims that your Content infringes the intellectual property or other rights of a third party
• Your violation of any third-party rights, including privacy rights
• Any data synchronised to QuickBooks at your direction that results in errors, financial loss, or regulatory non-compliance
• Any misrepresentation made by you in connection with the Service

ClarionOps reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ClarionOps in asserting any available defences.

ClarionOps shall not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure is caused by circumstances beyond our reasonable control, including: acts of God, natural disasters, pandemic or epidemic, acts of government or regulatory authority, war, terrorism, civil unrest, failures or outages of third-party internet infrastructure or cloud providers (including AWS or Intuit), electrical failures, or labour disputes.

We will notify you as soon as reasonably practicable and will use commercially reasonable efforts to resume normal operations.

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict-of-law rules that would cause the application of the laws of another jurisdiction.

Subject to the dispute resolution process in Section 20, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for the resolution of any dispute that is not subject to arbitration under this Agreement.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from this Agreement.

• Entire Agreement: This Agreement, together with the Privacy Policy and any applicable Order Form or Subscription confirmation, constitutes the entire agreement between you and ClarionOps regarding the Service and supersedes all prior agreements, representations, and understandings.
• Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• No Waiver: The failure of ClarionOps to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision, nor shall it prevent ClarionOps from enforcing it in the future.
• Assignment: You may not assign or transfer this Agreement, or any rights or obligations hereunder, to any third party without the prior written consent of ClarionOps. ClarionOps may assign this Agreement (a) to an affiliate; or (b) in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets, with 30 days' notice to you. This Agreement is binding on and inures to the benefit of the parties' permitted successors and assigns.
• Notices: All notices or communications required or permitted under this Agreement shall be in writing and delivered by email. Notices to ClarionOps must be sent to support@clarionops.com (for operational matters) or to the registered address below (for formal legal notices). Notices to you will be sent to the email address associated with your account.
• Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between ClarionOps and you.
• Language: This Agreement is drafted in English. To the extent required by applicable Quebec law, a French version (version française) will be made available upon written request. In the event of any conflict between the English and French versions, the English version shall prevail, except where prohibited by applicable Quebec law.
• Headings: Section headings are for convenience only and do not affect the interpretation of this Agreement.

ClarionOps reserves the right to modify these Terms at any time. When we do so:

• We will update the "Last Updated" date at the top of this page
• For material changes (changes that materially affect your rights or obligations), we will provide at least 30 days' advance written noticevia email to the address on your account and/or a prominent in-app notification
• For non-material changes (corrections, clarifications, or changes that do not affect your substantive rights), the updated Terms take effect upon posting
• Your continued use of the Service after the effective date of any change constitutes your acceptance of the revised Terms
• If you do not accept the revised Terms, you must stop using the Service and delete your account before the effective date

For any questions, concerns, or legal notices regarding this Agreement, please contact us:

By using ClarionOps, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.