Terms of Service

1. Agreement to these Terms

These Terms of Service (“Terms”) govern your access to and use of the websites, applications, and services (collectively, the “Service”) provided by Clef Technologies Inc. (“Clef,” “we,” “us,” or “our”), a Delaware corporation located at 8 The Green, STE B, Dover, DE 19901. By accessing or using the Service, creating an account, or clicking to accept these Terms, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you may not use the Service.

If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements and that you are not barred from using the Service under the laws of the United States or any other applicable jurisdiction.

3. What Clef does

Clef is a software platform that aggregates business-for-sale listings and related information from third-party brokers, marketplaces, and other public and licensed sources into a single searchable interface, and provides tools that may include search and saved searches, alerts, an AI assistant and AI-assisted deal analysis, a shareable buyer profile, and pipeline and tracking features, to help you discover, evaluate, and organize potential acquisitions.

Clef is a technology and information service, not a broker.Clef is not a business broker, M&A advisor, real-estate broker, investment adviser, financial adviser, accountant, attorney, or fiduciary, and is not a party to any transaction between you and any seller, broker, or other third party. We do not originate, list, sell, or represent any business, and we do not participate in, negotiate, or close any transaction.

4. Accounts and security

To use most features, you must create an account and provide accurate, current, and complete information. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. You agree to notify us promptly at hello@tryclef.com of any unauthorized use. We are not liable for any loss arising from unauthorized use of your account.

5. Plans, billing, and refunds

Certain features require a paid subscription. By subscribing, you authorize us and our third-party payment processor (currently Stripe) to charge the payment method you provide for the applicable fees, including recurring fees.

• Free access and trials. We may offer free features or a free trial. We may change or discontinue free offerings at any time. If a trial converts to a paid plan, you authorize the applicable charge unless you cancel before the trial ends.
• Auto-renewal. Subscriptions renew automatically for the same term (monthly or annual) at the then-current price until canceled. You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period.
• Refunds. Except where required by law, fees are non-refundable and we do not provide refunds or credits for partial periods, unused features, or downgrades.
• Price and tax changes. We may change prices on a prospective basis with notice before your next renewal. Fees are exclusive of taxes, which you are responsible for paying.

6. Third-party listings and information

Listings, descriptions, financial figures, asking prices, contact details, availability, and other information surfaced through the Service originate from third parties and are provided “as is.” We do not create, verify, endorse, or guarantee the accuracy, completeness, legality, quality, or current availability of any listing or information, and a listing may be inaccurate, out of date, duplicated, already under contract, sold, or withdrawn. You are solely responsible for independently verifying any information and for conducting your own due diligence before relying on it or pursuing any transaction. Any dealings you have with sellers, brokers, or other third parties are solely between you and them.

7. AI features

The Service includes features powered by artificial intelligence, including an assistant and AI-assisted analysis of listings and deals. AI output is generated automatically, may be incomplete, inaccurate, or out of date, and should be treated as informational only. You should not rely on AI output as the sole basis for any decision and should independently verify it and consult qualified professionals. To provide these features, your inputs and related data may be processed by third-party AI providers as described in our Privacy Policy.

8. No professional advice

The Service and all content provided through it are for general informational purposes only and do not constitute financial, investment, legal, tax, accounting, or other professional advice, and are not a recommendation to buy, sell, or pursue any business or transaction. You should consult your own licensed advisors before making any acquisition or financial decision.

9. Acceptable use

You agree not to, and not to permit anyone to:

• use the Service in violation of any law or third-party right;
• scrape, crawl, harvest, frame, mirror, resell, or redistribute listings, data, or other content from the Service except as expressly permitted;
• access the Service through automated means, circumvent rate limits, or interfere with or disrupt the Service or its infrastructure;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except where such restriction is prohibited by law;
• share your account, resell or sublicense access, or use the Service to build a competing product;
• upload malicious code, misrepresent your identity, submit false proof of funds, or use the Service to harass, defraud, or harm others.

10. Your content

You may submit information and materials to the Service, including your buyer profile, thesis, buy-box criteria, notes, and uploaded documents (“Your Content”). You retain ownership of Your Content. You grant Clef a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and use Your Content as needed to operate, provide, secure, and improve the Service and to perform the actions you direct (for example, sharing your buyer profile with a broker). You are responsible for Your Content and represent that you have the rights to submit it and that it is accurate and not misleading.

11. Intellectual property

The Service, including its software, design, text, graphics, and the Clef name and logos, is owned by Clef or its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes. We reserve all rights not expressly granted.

12. Third-party services

The Service may link to or integrate with third-party websites and services (such as broker sites, payment processing, and AI providers) that we do not control. We are not responsible for third-party services, and your use of them is governed by their own terms and policies.

13. Disclaimers

THE SERVICE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY LISTING OR INFORMATION IS ACCURATE OR AVAILABLE, OR THAT ANY RESULT WILL BE OBTAINED FROM USING THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLEF OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLEF’S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO CLEF IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

15. Indemnification

You agree to indemnify, defend, and hold harmless Clef and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Service, Your Content, your violation of these Terms, or your violation of any law or third-party right.

16. Termination

You may stop using the Service and cancel your subscription at any time. We may suspend or terminate your access at any time, with or without notice, if we believe you have violated these Terms or to protect the Service or other users. Upon termination, your right to use the Service ends. Sections that by their nature should survive (including Sections 6–8 and 10–20) will survive termination.

17. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, on an individual basis. You and Clef waive any right to a jury trial and to participate in a class action. Either party may bring an individual claim in small-claims court. You may opt out of arbitration by emailing hello@tryclef.com within 30 days of first accepting these Terms.

18. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by posting the updated Terms with a new “Last updated” date or by email). Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

19. Miscellaneous

These Terms, together with the Privacy Policy and any order or plan you select, are the entire agreement between you and Clef regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates a partnership, agency, or employment relationship.

20. Contact

Questions about these Terms? Contact us at hello@tryclef.com or Clef Technologies Inc., 8 The Green, STE B, Dover, DE 19901.