Terms of Service

1. Definitions

• Service — the Clinch hosted platform: quoting agent, owner dashboard, employee chat, any voice/lead agents, APIs, and related services.
• Order Form — the ordering document that identifies the plan, fees, and term and incorporates these Terms.
• Authorized Users — your employees or contractors you permit to use the Service.
• Customer Data — everything you put into the Service: price book, labor rates, fees, rules, customer/job details, and uploads.
• Quote — any price estimate, line item, or quote document the Service produces.
• AI Output — any output generated by automated or machine-learning systems in the Service.

2. The Service & license

Subject to these Terms and your payment of fees, we grant you a non-exclusive, non-transferable, revocable right to use the Service during the term for your internal business purposes. We perform setup and configuration; you do not receive the software or its source code, and we may update the Service at any time.

3. Accounts & Authorized Users

You are responsible for all activity under your account and your Authorized Users’ accounts, for keeping credentials confidential, and for your users’ compliance with these Terms. Tell us promptly of any unauthorized access.

4. Quotes are estimates — accuracy & your responsibility (read this)

Quotes are non-binding estimates generated from the price book, rates, fees, and rules you configure and maintain. A Quote is not a binding offer, an invoice, or a guarantee of price, cost, availability, or profit.

You must review every Quote before you rely on it. You are solely responsible for reviewing, correcting, and approving each Quote before sending it or acting on it. The Service is a drafting aid; it does not replace your professional judgment.

Garbage in, garbage out. Quote accuracy depends entirely on the data and rules you provide. We are not responsible for Quotes that are wrong, too low, too high, or unsuitable because your inputs were inaccurate, outdated, or misconfigured.

You set the prices you charge. You alone decide what to charge your customers and are solely responsible for your pricing, your contracts, and job profitability.

No professional advice. The Service and its output are not legal, financial, tax, accounting, engineering, or other professional advice.

5. Customer responsibilities & acceptable use

You agree to provide accurate, lawful Customer Data; use the Service only for lawful business purposes; be responsible for your own customer relationships; and keep your own backups of business-critical information.

You will not misuse or attempt unauthorized access; reverse engineer, scrape, or resell the Service; use it unlawfully; upload malware or unlawful content; build a competing product; or use the AI features to bypass the pricing controls in Section 4 or to act on output you have not reviewed.

6. Artificial intelligence & automated output

The Service uses machine-learning systems (including third-party models). AI Output is probabilistic and may contain errors even when inputs are correct. By design, prices are computed by deterministic logic against your price book — the AI extracts and formats, it does not invent prices. The review obligation in Section 4 applies to all AI Output.

7. Fees & payment

You will pay the setup and recurring fees in your Order Form. Unless stated otherwise, recurring fees are billed in advance, due on receipt, and non-refundable, including partial periods; setup fees are non-refundable once work begins. Late amounts may accrue interest at the lower of 1.5%/month or the legal maximum, and we may suspend for non-payment after notice. Fees exclude taxes. We may change renewal fees with 30 days’ notice. Unless your Order Form states a fixed non-renewing term, your subscription renews automatically (e.g., monthly) until terminated under Section 8; you may cancel as described there and the Service continues through the end of the period already paid for.

8. Term, termination & offboarding

These Terms run for the Order Form term and, unless stated otherwise, renew month-to-month.

No-fault termination: either party may terminate for convenience on fourteen (14) days’ written notice, effective at the end of the then-current calendar month — no reason required.

Either party may terminate for an uncured material breach within 15 days of notice (immediately for non-payment, unlawful use, or breach of Sections 4, 5, or 13).

On termination your right to use the Service ends and accrued fees remain payable. We provide a reasonable offboarding package (data export + handoff) and then delete or de-identify your Customer Data within a commercially reasonable period, except as law requires.

9. Availability, support & third-party dependencies

We use commercially reasonable efforts to keep the Service available but do not guarantee any uptime or response time unless stated in your Order Form. The Service may be down for maintenance or causes outside our control.

The Service depends on third-party providers (AI models, hosting, database, authentication). We are not responsible for their outages, errors, changes, or discontinuation. Your use of any third-party service is subject to that provider’s terms.

10. Warranties & disclaimers

THE SERVICE, AI OUTPUT, AND QUOTES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY QUOTE WILL BE ACCURATE OR SUITABLE.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL — including losses from a Quote being inaccurate, too low, too high, or relied upon without review — even if advised of the possibility.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits apply to all theories of liability and are a fundamental basis of the bargain.

12. Indemnification

You will defend, indemnify, and hold harmless Nicolas Yenikomshian (Emerald Solutions, a sole proprietorship) and his agents, contractors, and representatives from third-party claims, damages, and costs (including reasonable attorneys’ fees) arising from: your Customer Data; any Quote or price you send, accept, or rely on, and your pricing decisions; your relationships and contracts with your own customers; your or your users’ use of the Service; or your violation of these Terms or any law or third-party right.

13. Confidentiality

Each party will use the other’s non-public information only to perform under these Terms and protect it with reasonable care, except for information that is public, independently developed, rightfully obtained, or required to be disclosed by law.

14. Data, privacy & security

As between us, you own your Customer Data. You grant us the rights to host, process, and display it to provide and improve the Service, as described in our Privacy Policy and DPA.

We use commercially reasonable, industry-standard measures (encryption in transit and at rest, access controls, tenant isolation). No system is perfectly secure, and we do not warrant that Customer Data will never be accessed, lost, or disclosed. Do not upload sensitive personal data (IDs, health, or payment-card data) unless expressly supported in writing.

15. Intellectual property

We and our licensors own all rights in the Service and any improvements and in aggregated or de-identified data derived from use. You own your Customer Data. Feedback you give us is licensed to us perpetually and royalty-free.

16. Third-party services & integrations

The Service may integrate with third-party tools you ask us to connect (supplier catalogs, calendars, CRMs). Those tools are governed by their own terms, and we are not responsible for them or for data you direct us to exchange with them.

17. Changes

We may modify these Terms by posting an updated version and, for material changes, giving reasonable notice. Changes apply to renewals and continued use. If you do not agree to a material change, your remedy is to terminate under Section 8.

18. Governing law & disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules.

Before filing anything, the parties will try in good faith to resolve any dispute by negotiation for at least 30 days after written notice.

Any unresolved dispute will be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to those courts’ jurisdiction. Either party may seek injunctive relief there for misuse of intellectual property or confidential information.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL in any dispute arising out of or related to these Terms.

19. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages, internet or vendor failures, labor issues, or government action.

20. General

These Terms plus your Order Form, Privacy Policy, and DPA are the entire agreement; if there is a conflict, the signed Order Form controls, then these Terms. You may not assign without our consent; we may assign to an affiliate or in a merger or sale. If any provision is unenforceable, the rest remain. The parties are independent contractors. Legal notices to us go to emeraldsolutions2026@gmail.com; to you, to the contact on your Order Form.

21. Contact

Questions: emeraldsolutions2026@gmail.com — Nicolas Yenikomshian (Emerald Solutions, a sole proprietorship), operating Clinch.