Effective Date: September 2, 2025

These Terms of Service ("Terms") govern your use of Clear Stack's website located at getclearstack.ai and all related services provided by Clear Stack ("Clear Stack," "Company," "we," "us," or "our"). By accessing our website, engaging our services, or entering into any agreement with us, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

1. Services Provided

Clear Stack provides AI-assisted investment analysis services, including deal analysis and investment committee-style memoranda for developers, investors, and family offices. Our services are designed to deliver clarity, structure, and independent review of investment opportunities.

AI Disclosure: Our workflow incorporates artificial intelligence technologies to assist in data extraction, research, and document drafting. All outputs are subject to human oversight, validation, and professional judgment.

Important Disclaimers:

• Clear Stack does not provide legal, tax, accounting, investment advisory, or financial planning services

• Our deliverables do not constitute recommendations to buy, sell, or hold any security, property, or asset

• We are not registered as an investment adviser, broker-dealer, or financial planner

• All materials are provided for analytical and informational purposes only

2. Scope of Work and Deliverables

The scope of services, deliverables, timelines, and fees will be defined in a separate Statement of Work, proposal, or engagement letter. Standard service tiers typically range from $3,000 to $15,000, with specific terms confirmed prior to engagement.

Scope Changes: Any changes to the agreed scope of work must be documented in writing and may result in additional fees and timeline adjustments.

3. Technology Requirements

To ensure secure and efficient service delivery, clients must meet the following minimum technology requirements:

Document Sharing:

• Secure file transfer via encrypted cloud platforms (Google Drive, Dropbox, OneDrive) or our designated secure portal

• File formats accepted: PDF, Excel (.xlsx), Word (.docx), PowerPoint (.pptx), and common image formats

• Maximum file size: 100MB per document

• Internet connection capable of uploading/downloading large files

Communication:

• Email capability with attachment support up to 25MB

• Access to video conferencing platforms (Zoom, Microsoft Teams, Google Meet)

• Phone access for consultations as needed

Security Requirements:

• Use of secure, password-protected networks for sensitive communications

• Two-factor authentication recommended for shared cloud storage

• Current antivirus software and updated operating systems

Client Responsibility: You are responsible for ensuring your systems meet these requirements. Clear Stack is not liable for delays or issues arising from inadequate client technology infrastructure.

4. No Guarantee of Outcomes or Accuracy

• Our analysis relies on information you provide and publicly available sources

• We make no warranties regarding the accuracy, completeness, or timeliness of third-party data

• Investment outcomes depend on market conditions, financing, execution, regulatory changes, and other factors outside our control

• You are solely responsible for all investment decisions

5. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

Disclaimer of Warranties: Clear Stack disclaims all express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, and non-infringement.

Professional Liability: Clear Stack specifically disclaims any warranty that its analysis will be error-free, complete, or will achieve any particular investment outcome.

Liability Cap: Clear Stack's total aggregate liability for any and all claims shall not exceed the total fees paid by you for the specific service giving rise to the claim.

Exclusion of Damages: Under no circumstances shall Clear Stack be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, business interruption, investment losses, loss of data, or cost of substitute services.

Essential Purpose: These limitations are an essential basis of our agreement and shall apply regardless of whether the primary purpose of any remedy fails.

6. Client Responsibilities and Indemnification

You agree to:

• Provide accurate and complete information for our analysis

• Use our services in compliance with all applicable laws and regulations

• Maintain appropriate technology infrastructure as specified in Section 3

• Notify us promptly of any changes that may affect our analysis

You agree to indemnify and hold Clear Stack harmless from any claims, damages, or expenses (including reasonable attorney fees) arising from:

• Your use of our services

• Your reliance on our deliverables for investment decisions

• Your violation of these Terms

• Any misrepresentation or breach of your obligations

• Your failure to meet technology requirements resulting in security breaches

7. Confidentiality and Data Handling

We treat all client documents, communications, and proprietary information as confidential. Our practices are described in our Privacy Policy, incorporated by reference. We implement commercially reasonable security measures but cannot guarantee absolute security of transmitted information.

Data Processing Agreement: For clients subject to GDPR or other comprehensive privacy laws, we will execute a separate Data Processing Agreement upon request.

Client Data Retention: Post-engagement, we retain client data according to the following schedule:

• Deal Documents: Securely stored for 3 years after project completion for audit and reference purposes, then permanently deleted unless otherwise requested

• Communication Records: Retained for 7 years for business and legal compliance purposes

• Work Product: Final deliverables remain accessible to you; our internal drafts deleted after 1 year

• Billing Records: Retained for 7 years as required by accounting standards

• Early Deletion: You may request earlier deletion of your data at any time, subject to legal retention requirements

8. Intellectual Property

• All Clear Stack methodologies, templates, and deliverables are protected by intellectual property laws

• You are granted a limited, non-exclusive license to use deliverables internally within your organization

• You may not resell, sublicense, or redistribute deliverables without our written consent

• You retain ownership of any proprietary materials you provide to us

9. Payment Terms

• Fees are set forth in the applicable Statement of Work or proposal

• Unless otherwise agreed, 50% is due upon engagement and 50% upon delivery

• All fees are non-refundable once work has commenced

• Late payments may accrue interest at 1.5% per month (or the maximum permitted by law)

10. Term and Termination

These Terms remain in effect until terminated by either party.

Termination Rights: Either party may terminate these Terms or any specific engagement with 30 days' written notice to the email addresses specified in Section 16.

Effect of Termination: Upon termination:

• You remain obligated to pay for all services rendered through the termination date

• We will deliver any completed work product within 15 days

• Both parties must return or destroy confidential information (except as required by law)

• All license rights to our deliverables terminate immediately

Survival: The following sections survive termination: 5 (Limitation of Liability), 6 (Indemnification), 7 (Confidentiality), 8 (Intellectual Property), 9 (Payment Terms - for amounts due), 12 (Dispute Resolution), and 13 (General Provisions).

11. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, severe weather

• Government actions, regulations, or sanctions

• Labor disputes, strikes, or workforce shortages

• Technology failures, cyber attacks, or internet outages

• Pandemics, public health emergencies, or quarantine requirements

• Supply chain disruptions or vendor failures

• Any other circumstances that make performance impracticable

12. Regulatory Changes and Compliance

AI Regulation Compliance: As artificial intelligence regulations continue to evolve at federal, state, and international levels, Clear Stack reserves the right to:

• Modify our AI-assisted processes to ensure compliance with new regulations

• Update our service offerings to meet regulatory requirements

• Implement additional disclosure or consent requirements as mandated by law

• Adjust pricing to account for compliance costs

Client Notice: We will provide reasonable advance notice of material changes required by regulatory developments. Continued use of our services after such changes constitutes acceptance of the modified terms.

Investment Regulation: Should any jurisdiction determine that our services require additional licenses or registrations, we reserve the right to:

• Cease providing services in that jurisdiction

• Modify our service offerings to maintain compliance

• Require additional client representations or disclaimers

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Oregon, without regard to conflict of law principles.

Dispute Resolution Process:

Informal Resolution: Parties shall first attempt good-faith negotiation for 30 days.

Binding Arbitration: If unresolved, disputes will be resolved by binding arbitration administered by the American Arbitration Association in Portland, Oregon, subject to the following terms:

• Class Action Waiver: Any arbitration shall be conducted on an individual basis and not as a class action, collective action, or representative proceeding

• Fee Allocation: Each party shall bear their own arbitration costs and attorney fees unless otherwise awarded by the arbitrator

• Discovery Limits: Discovery shall be limited to documents and information directly relevant to the dispute

• Confidentiality: All arbitration proceedings shall be confidential

Injunctive Relief: Either party may seek injunctive relief in court to protect intellectual property or confidential information.

14. General Provisions

Entire Agreement: These Terms, together with any service agreements and the Privacy Policy, constitute the full agreement between the parties.

Modifications: We may update these Terms by posting revisions to our website. Material modifications require 30 days' written notice via email to your last known address. Immaterial changes (such as contact information updates) may be posted immediately. Continued use after the notice period constitutes acceptance.

Severability: If any provision is held unenforceable, the remainder shall remain in effect.

No Waiver: Failure to enforce any provision does not constitute a waiver of such provision.

Assignment: You may not assign your rights or obligations under these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Attorney Fees: In any legal proceeding to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorney fees and costs.

Service Level Expectations: While we strive to meet all agreed timelines, delays due to incomplete client information, scope changes, or circumstances beyond our control shall not constitute a breach of these Terms.

Force Majeure Notification: Any party claiming force majeure must promptly notify the other party and use reasonable efforts to mitigate the impact.

15. Professional Standards and Ethics

Clear Stack maintains high professional standards in all client engagements:

• Independence: We maintain analytical independence and avoid conflicts of interest

• Competence: Our team maintains appropriate qualifications and continuing education

• Due Care: We exercise professional skepticism and thoroughness in our analysis

• Integrity: We provide honest, objective analysis based on available information

Limitation: These professional standards do not create warranties or guarantees beyond those expressly stated in these Terms.

16. Contact Information

For questions about these Terms or our services:

General Inquiries:
Clear Stack
5 Centerpointe Drive, Suite 400
Lake Oswego, OR 97035
Email: hello@getclearstack.ai
Phone: 440-725-9239

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.