Terms of Service

1. Services

ClearGlass Inc. provides cybersecurity, AI governance, threat intelligence, and digital infrastructure services, including but not limited to:

• The ARTEMIS risk command and threat intelligence platform
• The GUARDIAN AI-powered security operations platform
• The NEXUS live risk command and analytics platform
• Cybersecurity consulting, assessments, and advisory services
• AI governance and compliance frameworks
• Custom software development and architecture services

Specific services, deliverables, timelines, and fees are defined in a separate Statement of Work (SOW) or Service Agreement executed between the parties, which supplements and is governed by these Terms.

2. Accounts and Access

Where ClearGlass provides platform access, you are responsible for maintaining the confidentiality of access credentials and for all activity occurring under your account. You agree to:

• Provide accurate and complete account information
• Promptly notify ClearGlass of any unauthorized access or security breach
• Not share access credentials with unauthorized third parties
• Use multi-factor authentication where required

ClearGlass may suspend accounts that pose a security risk or are suspected of unauthorized use, without prior notice.

3. Acceptable Use

You agree to use ClearGlass services only for lawful purposes and in compliance with all applicable laws. You must not:

• Use services to conduct unauthorized penetration testing or attacks against systems you do not own or have explicit permission to test
• Introduce malicious code, malware, or exploits into ClearGlass systems
• Attempt to reverse engineer, decompile, or extract source code from ClearGlass platforms
• Use services in violation of export control laws or sanctions regulations
• Resell or sublicense ClearGlass services without written authorization
• Use services for any purpose that violates applicable law or infringes third-party rights

4. Intellectual Property

ClearGlass IP

All intellectual property in ClearGlass platforms, frameworks, methodologies, source code, AI models, documentation, and branding remains the exclusive property of ClearGlass Inc. These Terms do not transfer any ownership rights to Client.

Client Data

Client retains ownership of all data it provides to ClearGlass in connection with service delivery. Client grants ClearGlass a limited, non-exclusive license to process Client data solely to deliver the contracted services.

Work Product

Unless otherwise specified in the applicable SOW, deliverables created specifically and exclusively for Client under a paid engagement are owned by Client upon full payment. ClearGlass retains ownership of general tools, templates, methodologies, and pre-existing IP incorporated into deliverables, subject to a royalty-free license for Client's use of such incorporated IP within the deliverable.

5. Confidentiality

Each party may disclose confidential information to the other in connection with services. The receiving party agrees to:

• Hold confidential information in strict confidence
• Use it only for the purpose of the engagement
• Disclose it only to personnel with a need to know
• Apply at minimum the same standard of care as it applies to its own confidential information

Confidentiality obligations survive termination for a period of 5 years, except with respect to trade secrets, which are protected indefinitely.

6. Payment Terms

Unless otherwise specified in an SOW:

• Invoices are payable within Net 30 days of invoice date
• All fees are in Canadian Dollars (CAD) unless stated otherwise
• Late payments accrue interest at 1.5% per month (18% annually) from the due date
• ClearGlass may suspend services for accounts more than 30 days past due
• All fees are exclusive of applicable taxes (HST, GST) which are added separately

Disputed invoices must be raised in writing within 15 days of receipt. Undisputed portions remain due on their original due date.

7. Warranties and Disclaimers

ClearGlass warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. ClearGlass does not warrant that services will be uninterrupted, error-free, or will meet every specific security objective.

8. Limitation of Liability

To the maximum extent permitted by Ontario law:

• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption, even if advised of the possibility.
• ClearGlass Inc.'s total aggregate liability for any claim arising from these Terms or any SOW shall not exceed the total fees paid by Client in the 12 months preceding the claim.

These limitations apply regardless of the form of action (contract, tort, negligence, or otherwise) and reflect a reasonable allocation of risk between the parties.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless ClearGlass Inc. and its officers, directors, and employees from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Client's breach of these Terms or any applicable SOW
• Client's violation of any law or third-party rights
• Client's misuse of ClearGlass services outside the agreed scope
• Any claim relating to Client-provided data or systems

10. Term and Termination

These Terms remain in effect for the duration of any active service engagement. Either party may terminate an engagement with 30 days' written notice, unless a different notice period is specified in the applicable SOW.

ClearGlass may terminate immediately upon written notice if Client:

• Materially breaches these Terms and fails to cure within 10 days of notice
• Becomes insolvent or subject to insolvency proceedings
• Uses services for unlawful purposes

Upon termination, Client's license to use ClearGlass platforms terminates. Each party will return or destroy the other's confidential information. Sections 4, 5, 8, 9, and 11 survive termination.

11. Governing Law and Disputes

Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days. If unresolved, disputes shall be submitted to binding arbitration in Burlington, Ontario under the Arbitration Act, 1991 (Ontario), with a single arbitrator, unless the claim value exceeds $50,000 CAD, in which case either party may pursue litigation in Ontario courts.

12. Amendments

ClearGlass may update these Terms by posting a revised version on this page with an updated effective date. We will provide 30 days' notice of material changes. Continued use of services after the effective date constitutes acceptance.

Modifications to an active SOW require written agreement by both parties.

13. Contact