Terms of Service (B2B MSA)

v1.0 · Effective 11 June 2026 · Counterparty: HG-Solution Co., Limited (CR 80121024)

1. Scope

This Master Services Agreement ("MSA") governs all Clarivy services purchased via clarivy.ai or a direct invoice. The current pricing is the pricing published at clarivy.ai/#pricing at the moment of order, frozen in the Order Form / Stripe receipt.

2. Definitions

• "Provider" — HG-Solution Co., Limited, Hong Kong.
• "Customer" — the legal entity named on the Stripe Checkout or invoice.
• "Deliverable" — the PDF report(s), raw JSON, and 30-min briefing call included in the SKU purchased.
• "Three Queries" — the 3 customer-chosen search queries specified at purchase, which the Deliverable must cover.
• "Audit Log" — the public GitHub repository agentgeek-geo/audit-logs containing the raw response data.

3. Order of precedence

(a) Order Form / Stripe Checkout terms; (b) this MSA; (c) the Privacy Policy; (d) the Data Processing Agreement (where applicable). The on-site pricing text on clarivy.ai/#pricing is the binding reference for prices; any pre-purchase quotation is non-binding.

4. Provider obligations

Provider shall (i) deliver the SKU purchased within the stated delivery window, (ii) cover the 3 customer-specified queries, (iii) include a Data Provenance block in every Deliverable, (iv) publish raw JSON to the Audit Log repository, and (v) respond to support requests within 1 business day.

5. Customer obligations

Customer shall (i) provide accurate contact and billing information, (ii) not upload content that violates third-party rights or applicable law, (iii) not reverse-engineer the methodology to build a competing service, and (iv) not resell the Deliverable as a standalone product without written permission.

6. Fees & payment

Fees are as stated on clarivy.ai/#pricing at the time of order, in USD, exclusive of any VAT/GST/sales tax (which Customer is responsible for where applicable). Payment is due at order via Stripe Checkout (cards, Apple Pay, Google Pay) or wire transfer (Enterprise only). Provider does not store credit card numbers — Stripe is the merchant of record only for the card transaction; Provider is the merchant of record for the underlying service contract.

7. Refund policy

30-day full refund if the Deliverable does not cover any of the 3 customer-specified queries. To request a refund, email [email protected] with your order ID. Refunds are processed within 5 business days to the original payment method.

8. Confidentiality

Each party shall protect the other's Confidential Information with the same degree of care it uses to protect its own (no less than reasonable care), and shall not disclose to any third party except (a) employees and contractors bound by equivalent obligations, (b) as required by law, (c) with the other party's written consent. This obligation survives termination for 3 years.

9. Data protection

Where Provider processes personal data on behalf of Customer, the DPA applies and is incorporated by reference. Provider's subprocessor list is incorporated by reference; Provider commits to 30-day prior notice of any new subprocessor.

10. IP & deliverables

Provider retains all rights in the methodology, prompt matrix, and the Audit Log (CC-BY-4.0 for the Audit Log). Customer owns the specific Deliverable produced for them. Provider may reference anonymised, aggregated findings (e.g. "33% of audited brands have no schema.org markup") in marketing materials.

11. Warranties & disclaimers

Provider warrants that the Deliverable will (a) be produced with reasonable skill and care, (b) cover the 3 customer-specified queries, and (c) be reproducible from the published raw JSON. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Provider does not warrant any specific business outcome (rankings, leads, sales) resulting from acting on the Deliverable. AI-search engine behaviour is by nature stochastic and may change without notice; the Deliverable is a snapshot, not a guarantee.

12. Liability cap

To the maximum extent permitted by law, each party's aggregate liability arising out of or related to this MSA shall not exceed the greater of (a) the fees paid by Customer in the 12 months preceding the claim, or (b) USD 10,000. Neither party shall be liable for indirect, consequential, or punitive damages. Nothing in this clause limits liability that cannot be excluded by law (fraud, death, personal injury, gross negligence).

13. Term & termination

This MSA applies from the moment of first order and continues until terminated. Either party may terminate for material breach not cured within 30 days of written notice. Customer may terminate for convenience with 7 days' notice; in that case fees for work already delivered are non-refundable, fees for undelivered work are fully refundable.

14. Governing law & disputes

This MSA is governed by the laws of Hong Kong SAR. Disputes shall first be addressed by good-faith negotiation; if unresolved within 30 days, disputes shall be referred to arbitration under the HKIAC Administered Arbitration Rules, seat Hong Kong, English language, one arbitrator. Nothing prevents either party from seeking interim injunctive relief in any competent court.

15. Miscellaneous

This MSA is the entire agreement between the parties on its subject matter. No amendment except in writing signed by both parties. If any provision is held unenforceable, the remainder stands. Customer may not assign without Provider's consent, except in connection with a bona fide corporate reorganisation. Provider may assign to a successor of substantially all its business. Notices are effective when sent to the email address on the Order Form.

These terms v1.0 are effective from 11 June 2026 and supersede all prior versions.