Terms of Service

1. Acceptance and Modification of Terms

Your continued use of the Services constitutes acceptance of these Terms as then in effect. We reserve the right to modify these Terms at any time. Changes become effective upon posting to our website or notification through the platform. It is your responsibility to review these Terms periodically. Material changes will be communicated through the platform or by email where practicable.

2. Service Description

Clearwell AI provides an enterprise-grade asset management and analytics platform designed for industrial, municipal, and commercial applications. Our Services include asset lifecycle intelligence, compliance monitoring, automated analysis and reporting, and related capabilities. The platform employs proprietary technology, including advanced computational and analytical tools, to process data and generate insights.

3. User Accounts and Security

You agree to: maintain accurate, current, and complete account information; implement and maintain appropriate security measures for your account; notify us immediately of any unauthorized access or security breaches; and ensure all users under your account comply with these Terms. You are responsible for all activity that occurs under your account.

4. SMS/Text Message Terms

By providing your mobile phone number and using our SMS authentication service, you agree to receive SMS text messages containing one-time verification codes for account authentication. Message frequency varies based on sign-in activity. Message and data rates may apply. You may opt out at any time by replying STOP. For help, reply HELP or contact support@clearwell.ai. We will not share your mobile phone number or SMS opt-in information with any third parties for marketing or promotional purposes.

5. Data Ownership, Licenses, and Usage Rights

5.1 Your Content. You retain ownership of the data and content you submit to the platform (“User Content”). “Ownership” as used herein means you retain your pre-existing intellectual property rights in User Content; it does not create any obligation on our part to return, export, or maintain User Content beyond the term of your active subscription, except as required by applicable law or a separate written agreement.

5.2 License to Company — Platform Subscribers. By submitting User Content to the platform, you grant the Company a non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and create derivative works from User Content as necessary to: (a) provide, maintain, and improve the Services; (b) generate analytics, reports, and insights for your use; (c) create aggregated, anonymized, or de-identified datasets for benchmarking, product development, and industry analysis; and (d) improve our proprietary technology and analytical capabilities. This license survives termination of your account with respect to aggregated, anonymized, or de-identified data and any derivative works created prior to termination.

5.3 License to Company — Marketing, Trial, and Website Users. By submitting data or content through our website, marketing channels, trial accounts, evaluation tools, or website chat functionality (“Marketing Data”), you grant the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, fully sublicensable license to use, process, reproduce, modify, adapt, create derivative works from, publicly display (in de-identified form), and otherwise exploit such Marketing Data for any lawful business purpose, including but not limited to: improving the platform and Services; training, developing, and refining our analytical technology and models; developing new products, features, and services; creating benchmarks, industry analyses, and datasets; and marketing and promotional purposes (in de-identified form). You represent and warrant that you have all necessary rights to grant this license with respect to any Marketing Data you submit.

5.4 Generated Outputs. Reports, analyses, health assessments, recommendations, and other outputs generated by the platform based on User Content (“Generated Outputs”) are provided for informational purposes. You may use Generated Outputs in connection with your business operations. The Company retains all rights in the underlying technology, methods, algorithms, and analytical frameworks used to produce Generated Outputs. The Company may use the structure, format, and analytical patterns of Generated Outputs (but not your User Content in identifiable form) to improve the Services.

5.5 No Obligation to Return Data. Except as required by applicable law or a separate written Subscription Agreement, the Company is under no obligation to return, export, migrate, or provide copies of User Content or Marketing Data upon termination or expiration of your account or these Terms. Users are responsible for exporting their data during the term of their active subscription using available platform tools. Following termination, data may be deleted in accordance with our data retention policies at our sole discretion.

5.6 Uploaded Content Warranty. You represent and warrant that: (a) you own or have obtained all necessary rights, permissions, and consents to submit User Content and Marketing Data to the platform; (b) your submission of such content does not violate any third-party intellectual property rights, contractual obligations, or applicable laws; and (c) you have the authority to grant the licenses described in this Section 5. You agree to indemnify and hold the Company harmless from any claims arising from a breach of these representations.

6. Intellectual Property

All content, features, functionality, technology, methods, algorithms, models, processes, and intellectual property associated with the platform and Services (excluding User Content) remain the exclusive property of the Company. Nothing in these Terms grants you any right, title, or interest in our proprietary technology or intellectual property, except the limited right to use the Services as described herein.

7. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. Prohibited activities include, but are not limited to: attempting to gain unauthorized access to our systems or other users’ accounts; reverse engineering, decompiling, or disassembling any aspect of the platform; using the Services to transmit harmful, malicious, or unlawful content; scraping, data mining, or using automated tools to extract data from the platform beyond authorized API usage; and reselling, sublicensing, or redistributing access to the Services without written consent.

8. Privacy

Our collection and use of information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy, including the data usage rights described therein.

9. Service Availability

We strive for high availability but do not guarantee uninterrupted, error-free, or secure service. We may modify, suspend, or discontinue any aspect of the Services at any time without liability. Scheduled maintenance windows will be communicated in advance where practicable.

10. Disclaimers

The Services, including all Generated Outputs, are provided “as is” and “as available” without warranties of any kind, either express or implied. The Company disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Generated Outputs are for informational purposes only and do not constitute professional engineering, safety, compliance, or legal advice. You are solely responsible for decisions made based on Generated Outputs.

11. Limitation of Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising from your use of or inability to use the Services. The Company’s total aggregate liability shall not exceed the amounts paid by you to the Company in the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: your use of the Services; your breach of these Terms; your violation of any applicable law or third-party rights; or User Content or Marketing Data you submit to the platform.

13. Termination

We may terminate or suspend your access to the Services immediately, with or without cause, and without prior notice or liability. You may terminate your account at any time by contacting us. Upon termination: your right to use the Services ceases immediately; you remain bound by any provisions that by their nature survive termination (including Sections 5, 6, 10, 11, 12, and 14); and we may delete your account and data in accordance with our data retention policies and Section 5.5, unless a separate written agreement provides otherwise.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Any dispute arising from these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with arbitration to take place in Columbia County, New York. The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorneys’ fees and costs.

15. Miscellaneous

If any provision of these Terms is held to be unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce any provision shall not constitute a waiver of that provision. These Terms (together with the Privacy Policy and any applicable Subscription Agreement) constitute the entire agreement between you and the Company regarding the Services. No waiver or modification of these Terms shall be effective unless in writing and signed by the Company.

16. Contact Information

For questions regarding these Terms of Service:

support@clearwell.ai

Industrial Compute LLC
1 Hudson City Centre
Hudson, NY 12534