Terms of Service

Effective date: October 8, 2026

Clarivis PBC, a Delaware public benefit corporation

1. These Terms

These Terms of Service ("Terms") govern use of the Clarivis website at clarivispbc.com and the Clarivis open meetings compliance platform (the "Platform"; together, the "Services"), provided by Clarivis PBC ("Clarivis", "we", "us"). By using the website, requesting a pilot, or using the Platform, you agree to these Terms. If you act for a municipality or other organization, you confirm that you are authorized to do so.

Signed agreements come first. A municipality's signed pilot letter, pilot agreement, order form, amendment or data processing agreement (each a "Municipal Agreement") controls over these Terms wherever they differ. These Terms cover matters a Municipal Agreement does not address and all general use of the website.

2. What Clarivis provides

The Platform helps municipal boards, commissions and committees and their staff prepare for, run and document public meetings in line with open meetings law. Its features include agenda review, notice and minutes deadlines, meeting recording and transcription, AI-assisted draft minutes for human review, compliance status indicators and an audit record. The features available to a municipality are those set out in its Municipal Agreement.

3. Advisory nature of the Services

Clarivis provides decision support, not legal advice or a legal determination. Checks, status indicators, reminders and AI-assisted drafts are informational aids. They do not replace the judgment of the municipality, its staff or its counsel, and they do not guarantee compliance with any law.

People approve every official record. No agenda, notice, minutes or filing is official until the responsible municipal official or board reviews and approves it. Clarivis does not file, publish or send any official record without the municipality's action. The municipality remains responsible for its compliance decisions and its public records.

4. Accounts

Platform accounts are issued to the people a municipality authorizes. Keep your password confidential and do not share your account; you are responsible for activity under it. The municipality decides who its users are, which boards they can see and what roles they hold, and is responsible for the accuracy of what it enters.

5. Acceptable use

You may not: (a) use the Services unlawfully or against anyone's rights; (b) try to reach data or accounts that are not yours, or get around security controls; (c) disrupt the Services; (d) reverse engineer or copy the Platform except as the law allows; (e) upload malicious code or content you have no right to submit; or (f) resell access to the Platform or use it to build a competing product.

6. Town Data, Usage Data and Aggregated Data

"Town Data" means the agendas, notices, recordings, transcripts, minutes, rosters and other records and information submitted to or generated on the Platform by or for a municipality. As between the municipality and Clarivis, the municipality owns its Town Data and grants Clarivis a limited license to host and process it to provide the Platform. Clarivis handles Town Data under the municipality's Municipal Agreement for the whole time the municipality uses the Platform, including the move from a pilot to a subscription. Clarivis does not use the content of Town Data to train AI models, does not sell it and does not use it for advertising.

Where a Municipal Agreement provides for it, Clarivis also collects "Usage Data", meaning technical information about how the Platform is used that does not include the content of any record or anyone's name, email address or account identifier, and creates "Aggregated Data", meaning statistics and other data that do not identify any municipality, board or person. Our Privacy Policy describes both. As between Clarivis and any user of the Services, Clarivis owns Usage Data and Aggregated Data, subject to the Municipal Agreement.

Information you give us on the website is handled under our Privacy Policy.

7. Intellectual property and feedback

Clarivis owns the Platform, its software, its compliance rules and related intellectual property. These Terms grant only the right to use the Services during a pilot or subscription. "Clarivis" is a trademark of Clarivis PBC. If you send us suggestions or feedback, we may use them without obligation to you, provided we do not disclose confidential Town Data.

8. Pilots, fees and renewal

• Pilots: unless a Municipal Agreement says otherwise, a pilot is at no cost and carries no obligation to buy or continue, and either party may end it at any time.
• Fees: subscription fees are the dollar amounts stated in the municipality's signed Municipal Agreement. We invoice; we do not charge a stored card automatically.
• Renewal: a subscription renews as its Municipal Agreement provides. Under our standard subscription terms, a subscription renews automatically for successive one-year terms that follow the municipality's fiscal year, unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the current term. We give the municipality a written quotation of the fee for each renewal term in time for its annual budget process.
• Appropriation: a municipality's payment obligations for each term are limited to funds lawfully appropriated and available for that term. If funds are not appropriated for a renewal term, the municipality may end its subscription at the end of the current term by written notice to us, without penalty.

9. Service providers

The Services rely on third-party providers, which are listed in our Privacy Policy and in each Municipal Agreement. We remain responsible for our providers' handling of Town Data as the Municipal Agreement provides.

10. Disclaimers

Except as a Municipal Agreement expressly states, the Services are provided "as is" and "as available", and Clarivis disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement to the extent the law allows. Clarivis does not promise that the Services will be uninterrupted or error-free, or that using them will result in compliance with any law. Pilots carry no service-level commitment.

11. Limitation of liability

To the extent the law allows, Clarivis is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, data or goodwill. For a municipal customer, Clarivis's total liability is as set in its Municipal Agreement; where the Municipal Agreement does not set it, Clarivis's total liability is limited to the fees the municipality paid Clarivis in the twelve months before the event giving rise to the claim. For any other use of the Services, Clarivis's total liability will not exceed one hundred U.S. dollars ($100). Nothing in these Terms limits liability that cannot lawfully be limited.

12. Indemnity

If you use the website or the Services other than under a Municipal Agreement, you agree to indemnify Clarivis against claims arising from your unlawful use of the Services, your breach of these Terms, or content you submit that infringes someone's rights, except to the extent Clarivis caused them. Indemnities between Clarivis and a municipality are governed only by the Municipal Agreement. This section does not apply to a municipality or to anyone acting for one.

13. Suspension and termination

You may stop using the website at any time. We may suspend or end access for a material breach of these Terms. Ending a pilot or subscription follows the Municipal Agreement. Sections 3, 6, 7, 10, 11, 12 and 14 survive.

14. Governing law

These Terms are governed by the laws of the State of Rhode Island, without regard to conflict-of-laws rules, unless a Municipal Agreement provides otherwise. Any dispute under these Terms that is not governed by a Municipal Agreement will be brought in the state or federal courts located in Rhode Island.

15. Changes

We will post changes here with a new effective date and, for material changes, give notice to municipal customers. Changes never alter a signed Municipal Agreement.

16. Contact

Clarivis PBC: [email protected]. Legal notices under these Terms may be sent to that address.