End User License Agreement

Service Provider

Clarovus LLC

Contact

maxwell@clarovus.com

Website

clarovus.com

Last Updated

June 1, 2025

1. Definitions

"Service" means the Clarovus financial dashboard and reporting platform including all software, data pipelines, dashboard templates, APIs, data models, and related services.
"User" or "You" means the individual or business entity that has accepted this Agreement and is authorized to use the Service.
"Client Data" means all financial data, accounting records, and related information belonging to User that is accessed, processed, or displayed through the Service.
"Clarovus IP" means all software code, dashboard templates, DAX measures, data models, visual designs, methodologies, and other intellectual property owned by or licensed to Clarovus LLC.
"Connected Platform" means any third-party accounting or financial software that User authorizes Clarovus to access, including QuickBooks Online, Microsoft Excel, and Google Sheets.
"Authorized User" means any individual who accesses the Service under User's account credentials or dashboard access link.

2. License Grant

Limited License. Subject to User's compliance with this Agreement and timely payment of all fees, Clarovus grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for User's internal business purposes during the term of this Agreement.
Scope of License. This license permits User to view, interact with, and export data from User's dashboard. It does not permit User to copy, reproduce, distribute, reverse engineer, decompile, disassemble, modify, or create derivative works from any Clarovus IP.
Authorized Users. User may permit employees and designated personnel to access the Service as Authorized Users. User is responsible for all actions taken by Authorized Users.
Restrictions. User shall not: (a) sublicense, sell, resell, transfer, or assign the Service; (b) use the Service to build a competing product; (c) access the Service to benchmark it against a competing product; (d) use the Service for any unlawful purpose; (e) interfere with or disrupt the Service; (f) attempt to gain unauthorized access to the Service or its related systems; or (g) share dashboard access links with unauthorized third parties.

3. QuickBooks Online and Connected Platform Integration

Authorization. To enable integration with QuickBooks Online or other Connected Platforms, User must grant Clarovus accountant-level or equivalent read access to User's Connected Platform account. User represents and warrants that User has authority to grant such access.
Limited Access. Clarovus accesses Connected Platforms solely to retrieve financial data necessary to provide the Service. Clarovus does not modify, delete, or write data to User's Connected Platform account except as expressly authorized by User.
Data Accuracy Dependency. The accuracy and completeness of the Service is entirely dependent on the accuracy, completeness, and consistency of data in User's Connected Platform account. Clarovus is not responsible for inaccuracies caused by errors, omissions, or inconsistencies in User's source data.
Third-Party Platform Terms. Clarovus uses QuickBooks Online API credentials issued by Intuit under its developer program. Nothing in this Agreement grants User any rights in Intuit's QuickBooks Online platform or APIs. All such rights remain subject to Intuit's terms.

4. Fees and Payment

Fees. User agrees to pay a one-time setup fee and ongoing monthly subscription fee as set forth in the applicable service agreement. All fees are due and payable in advance.
Billing. All fees are billed and collected via Stripe. User authorizes Clarovus to charge User's payment method on file for all applicable fees on scheduled billing dates.
Failed Payments. If any payment fails, Clarovus will notify User. User has five business days to cure the failed payment. If payment is not received, Clarovus may suspend or terminate User's access to the Service.
No Refunds. All fees are non-refundable except as expressly provided in the applicable service agreement.
Fee Changes. Clarovus reserves the right to modify its fee schedule upon sixty days written notice. User may terminate this Agreement within thirty days of such notice if User does not accept the new fees.

5. Intellectual Property

Clarovus Ownership. Clarovus LLC retains all right, title, and interest in and to all Clarovus IP including all dashboard templates, data models, DAX measures, visual designs, software code, and methodologies. This Agreement does not transfer any ownership of Clarovus IP to User.
User Data Ownership. User retains all right, title, and interest in and to all Client Data. Clarovus acquires no ownership interest in Client Data by virtue of this Agreement.
License to Client Data. User grants Clarovus a limited, non-exclusive license to access, process, and use Client Data solely for the purpose of providing the Service. Clarovus may use anonymized, aggregated data for industry benchmarking and service improvement, provided such data cannot be attributed to User individually.

6. Confidentiality

Client Data Confidentiality. Clarovus acknowledges that all Client Data is confidential. Clarovus shall not disclose Client Data to any third party without User's prior written consent, except as required by applicable law or as necessary to provide the Service using authorized subprocessors.
Exceptions. Confidentiality obligations do not apply to information that: (a) is publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law or court order.

7. Data Security

Security Measures. Clarovus maintains appropriate technical and organizational security measures to protect Client Data, including access controls, data segregation by client identifier, encrypted credential storage, and restricted access limited to personnel directly involved in providing the Service.
Dashboard Access Links. User's dashboard is delivered via a shared access link that is not independently password-protected. User is solely responsible for maintaining the confidentiality of the dashboard access link. User should contact maxwell@clarovus.com immediately if User believes the link has been compromised.
Infrastructure Security. The Service uses cloud-based infrastructure components. Client Data processed through these platforms is subject to their respective security and privacy practices.

8. Disclaimers

No Advisory Services. THE SERVICE IS PROVIDED AS A FINANCIAL REPORTING AND VISIBILITY TOOL ONLY. CLAROVUS LLC IS NOT A LICENSED FINANCIAL ADVISOR, INVESTMENT ADVISOR, CERTIFIED PUBLIC ACCOUNTANT, BOOKKEEPER, OR ATTORNEY. NOTHING PROVIDED THROUGH THE SERVICE CONSTITUTES FINANCIAL, INVESTMENT, ACCOUNTING, TAX, OR LEGAL ADVICE. USER IS SOLELY RESPONSIBLE FOR ALL BUSINESS AND FINANCIAL DECISIONS.
No Warranties. CLAROVUS MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR UNINTERRUPTED AVAILABILITY. THE SERVICE IS PROVIDED ON AN AS-IS BASIS.
Forecasts and Projections. CASH FLOW PROJECTIONS, FORECASTS, AND FORWARD-LOOKING ANALYSES ARE BASED ON HISTORICAL DATA AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THEY ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS WILL VARY.

9. Limitation of Liability

Liability Cap. IN NO EVENT SHALL CLAROVUS LLC'S TOTAL LIABILITY TO USER FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY USER TO CLAROVUS IN THE THREE MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Exclusion of Consequential Damages. IN NO EVENT SHALL CLAROVUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

10. Term and Termination

Term. This Agreement commences on the date User first accesses the Service and continues on a month-to-month basis until terminated by either party.
Termination for Convenience. Either party may terminate this Agreement for any reason by providing thirty days written notice via email — User to maxwell@clarovus.com, Clarovus to User's email address on file.
Termination for Cause. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within ten business days of written notice.
Effect of Termination. Upon termination, Clarovus will: (a) disable User's access; (b) delete all Client Data within thirty days; (c) provide written confirmation of deletion upon request; and (d) remove access to User's Connected Platform accounts within five business days.
Survival. Sections 5, 6, 8, 9, 11, and 12 survive termination.

11. Indemnification

User Indemnification. User agrees to indemnify, defend, and hold harmless Clarovus LLC and its members, officers, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) User's use of the Service; (b) User's violation of this Agreement; (c) User's violation of any applicable law; (d) User's business decisions made in reliance on the Service; or (e) inaccuracies in User's source data that result in Service errors.

12. General Provisions

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law principles.
Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Outagamie County, Wisconsin, in accordance with the commercial arbitration rules of the American Arbitration Association.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all prior agreements and understandings.
Modifications. Clarovus reserves the right to modify this Agreement at any time by posting an updated version at clarovus.com or notifying User via email. Continued use of the Service after the effective date of any modification constitutes acceptance.
Severability. If any provision is found to be unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions continue in full force.
Assignment. Neither party may assign this Agreement without prior written consent, except Clarovus may assign in connection with a merger or asset sale.

Important Notice

Clarovus LLC is not a licensed financial advisor, investment advisor, certified public accountant, or attorney. Nothing provided through the Service constitutes financial, investment, accounting, tax, or legal advice. This Agreement was prepared by Clarovus LLC and should be reviewed by qualified legal counsel before being relied upon for significant transactions.