Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by CleverBusiness LLC ("CleverBusiness," "we," "us," or "our"), including our website https://cleverbusiness.us and related infrastructure services.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree, do not use our services.

1. Services Description

CleverBusiness provides AI-powered backend infrastructure and custom Odoo ERP solutions for rental and equipment management platforms, including:

• Cloud infrastructure hosting and management
• Custom Odoo module development and deployment
• API services and integrations
• Machine learning and predictive analytics capabilities
• Automated workflow management (n8n)
• Technical support and maintenance

2. Account Registration and Access

2.1 Account Requirements

To use our services, you must:

• Be at least 18 years old and have legal capacity to enter contracts
• Provide accurate, current, and complete information
• Maintain and update your account information
• Keep your login credentials confidential and secure
• Notify us immediately of any unauthorized access

2.2 Account Responsibility

You are responsible for all activities that occur under your account. You agree to:

• Not share your account credentials
• Use strong passwords and enable multi-factor authentication
• Comply with all applicable laws and regulations
• Not use services for illegal or unauthorized purposes

3. Acceptable Use Policy

3.1 Permitted Use

You may use our services for legitimate business purposes related to rental and equipment management operations.

3.2 Prohibited Activities

You agree NOT to:

• Violate any laws, regulations, or third-party rights
• Transmit viruses, malware, or harmful code
• Attempt unauthorized access to our systems or other users' accounts
• Interfere with or disrupt our services or servers
• Reverse engineer, decompile, or disassemble our software
• Use services for competitive analysis or benchmarking
• Resell or redistribute services without authorization
• Store or transmit illegal, infringing, or harmful content
• Spam, phish, or engage in fraudulent activities
• Abuse, harass, or threaten other users or our staff

4. Service Levels and Availability

4.1 Service Level Commitment

We strive to maintain 99.9% uptime for our services. However, we do not guarantee uninterrupted access and may perform maintenance that temporarily affects availability.

4.2 Scheduled Maintenance

We will provide advance notice of scheduled maintenance when possible. Emergency maintenance may be performed without prior notice.

4.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to affected users.

5. Fees, Payment, and Billing

5.1 Fees

Service fees are based on your subscription plan and usage. All fees are quoted in U.S. Dollars (USD) and are non-refundable unless otherwise specified.

5.2 Payment Terms

• Subscription fees are billed monthly or annually in advance
• Usage-based fees are billed monthly in arrears
• Payment is due upon receipt of invoice
• Late payments may incur interest at 1.5% per month or the maximum allowed by law

5.3 Price Changes

We may change our fees with 30 days' advance notice. Continued use of services after price changes constitutes acceptance of new fees.

5.4 Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and government fees (excluding taxes based on our income).

5.5 Suspension for Non-Payment

We may suspend services if payment is more than 15 days overdue. Suspended accounts will be terminated after 30 days of non-payment.

6. Data and Intellectual Property

6.1 Your Data

You retain all rights to your data. You grant us a limited license to:

• Host, store, and process your data to provide services
• Use aggregated, anonymized data for analytics and improvements
• Backup your data for disaster recovery purposes

6.2 Our Intellectual Property

All rights, title, and interest in our services, software, documentation, and related materials remain our property. You receive only a limited, non-exclusive, non-transferable license to use our services.

6.3 Feedback

If you provide feedback, suggestions, or ideas, we may use them without obligation or compensation to you.

7. Data Security and Privacy

We implement industry-standard security measures to protect your data. However, no method is 100% secure. You acknowledge the inherent risks of electronic data transmission and storage.

Our collection and use of personal information is governed by our Privacy Policy.

8. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care used to protect its own confidential information, but no less than reasonable care.

Confidential information does not include information that:

• Is or becomes publicly available without breach of this agreement
• Was rightfully possessed prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully obtained from a third party without restriction

9. Term and Termination

9.1 Term

These Terms begin when you first access our services and continue until terminated by either party.

9.2 Termination by You

You may terminate your account at any time by contacting us at contact@cleverbusiness.us. You remain responsible for fees incurred prior to termination.

9.3 Termination by Us

We may suspend or terminate your account if:

• You breach these Terms
• You fail to pay fees when due
• Your use poses security or legal risks
• Required by law or court order

9.4 Effect of Termination

Upon termination:

• Your access to services will cease
• You must cease using our services and software
• We will retain your data for 30 days for retrieval
• After 30 days, we may delete your data unless legally required to retain it
• Outstanding fees become immediately due

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• Services will be provided with reasonable skill and care
• We will comply with applicable laws and regulations
• We will maintain appropriate security measures

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. YOU USE SERVICES AT YOUR OWN RISK.

11. Limitation of Liability

11.1 Limitation Amount

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

11.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

11.3 Exceptions

Nothing in these Terms excludes liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Matters that cannot be excluded by applicable law

12. Indemnification

You agree to indemnify and hold harmless CleverBusiness, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of services
• Your violation of these Terms
• Your violation of any law or third-party rights
• Your data and content

13. Dispute Resolution

13.1 Governing Law

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

13.2 Informal Resolution

Before filing a claim, you agree to contact us at contact@cleverbusiness.us to seek informal resolution. We will attempt to resolve disputes within 30 days.

13.3 Arbitration

Any disputes not resolved informally shall be resolved through binding arbitration in Wilmington, Delaware, under the Commercial Arbitration Rules of the American Arbitration Association.

13.4 Class Action Waiver

You agree that disputes will be resolved on an individual basis only, not as a class action or consolidated proceeding.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between you and CleverBusiness.

14.2 Amendments

We may modify these Terms at any time. Material changes will be notified via email or website notice at least 30 days before taking effect. Continued use constitutes acceptance.

14.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

14.4 Waiver

No waiver of any provision shall be deemed a waiver of any other provision or subsequent breach.

14.5 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

14.6 Force Majeure

Neither party shall be liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or internet/utility failures.

14.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

14.8 Export Compliance

You agree to comply with all applicable export laws and regulations. You represent that you are not located in, or a national of, any country subject to U.S. embargo or designated as supporting terrorism.

15. Contact Information

For questions about these Terms, please contact: