Terms of Service

Effective date: June 8, 2026

1. Agreement to these Terms

1.1 Acceptance

These Terms of Service (the “Terms”) are a binding agreement between you and Razayya Technologies Inc. (“Razayya,” “we,” “us,” “our”) governing your access to and use of the Razayya Insights application, our marketing site at clearoffice.io (the “Clear Office” brand), and any related products and services (collectively, the “Services”). By creating an account, accessing, or using the Services, you agree to these Terms and to ourPrivacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

1.2 Who may accept

The Services are a business-to-business (B2B) product intended for use by businesses and their personnel. If you are using the Services on behalf of a business (a “Customer”), you represent that you are authorized to bind that business to these Terms, and “you” refers to that business. You must be at least 18 years old and able to form a binding contract.

1.3 Relationship to a signed Customer agreement

If Razayya and a Customer have entered into a separate written subscription, master services, or SaaS agreement (a “Customer Agreement”), that Customer Agreement governs the parties' relationship, and in the event of a conflict the Customer Agreement controls over these Terms with respect to that Customer. These Terms apply to all access to and use of the Services that is not otherwise covered by a Customer Agreement, and supplement (rather than replace) a Customer Agreement on topics it does not address.

2. Definitions

Customer Data — data, records, and content that a Customer (or its users) uploads, enters, or connects into the Services, or that the Services retrieve on the Customer's behalf from a third-party system the Customer has authorized (for example, bank transactions via Plaid, point-of-sale records, parts-vendor invoices, accounting data via Intuit / QuickBooks).
Authorized User — an individual a Customer permits to use the Services under the Customer's account, including the Customer's employees and contractors.
Third-Party Service — a product or service not provided by Razayya that the Customer connects to or accesses through the Services (for example, Plaid, Intuit / QuickBooks Online, POS systems, parts-vendor portals).

3. The Services and license grant

3.1 License to use the Services

Subject to these Terms and to timely payment of applicable fees, Razayya grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during the term of your subscription.

3.2 Reservation of rights

The Services are licensed, not sold. Razayya and its licensors retain all right, title, and interest in and to the Services, including all software, technology, and the look and feel, and all related intellectual property rights. No rights are granted except as expressly set out in these Terms.

3.3 Changes to the Services

We may modify, add, or discontinue features of the Services over time. We will not materially degrade the core functionality of a paid subscription during its then-current term without notice.

3.4 Support

We provide technical support for the Services by email to support@razayya.comduring our standard business hours (9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays) and use commercially reasonable efforts to respond within two business days. Support does not include issues not caused by the Services (for example, your hardware, software, or network), advisory services, or custom development, configuration, setup, or training, which are available only as professional services under a separate statement of work. The terms of an applicable Customer Agreement control over this summary.

4. Accounts, access, and security

Accounts are created for named Authorized Users. You are responsible for maintaining the confidentiality of credentials and for all activity that occurs under your account.
You must use a unique password and keep it secure; passwords are stored only as a hash and cannot be recovered by us.
You must promptly notify us of any suspected unauthorized access at support@razayya.com.
We may suspend access where we reasonably believe it is necessary to protect the Services, other customers, or third parties (for example, suspected compromise, abuse, or non-payment), and will restore access once the issue is resolved where practicable.

5. Customer responsibilities and acceptable use

5.1 Your data and authorizations

You are responsible for Customer Data and for having all rights, consents, and authorizations necessary to upload it, connect the third-party systems it comes from, and have Razayya process it. This includes any required notices to, or consents from, the individuals whose information appears in Customer Data (for example, your employees whose payroll, pay rate, timecard, and commission data you record, and your own consumer customers whose point-of-sale records you upload).

5.2 Acceptable use

You agree not to, and not to permit any Authorized User or third party to:

use the Services in violation of any law or third-party rights, or to process data you are not authorized to process;
access or use another customer's tenant or data, or attempt to circumvent the multi-tenant isolation, access controls, or permission model of the Services;
reverse engineer, decompile, or attempt to derive source code from the Services, except to the extent this restriction is prohibited by applicable law;
copy, resell, sublicense, or provide the Services to a third party as a service bureau, except as expressly permitted;
introduce malware, probe or scan the Services for vulnerabilities except under an authorized testing arrangement, or interfere with the integrity or performance of the Services;
use the Services to build a competing product, or use automated means to extract data beyond the export functionality we provide.

5.3 Suspension for prohibited use

We may suspend or terminate access for a material breach of this Section 5, with notice where practicable and immediately where necessary to prevent harm.

6. Customer Data — ownership and use

6.1 Ownership

As between the parties, the Customer owns all Customer Data. These Terms grant Razayya no ownership of Customer Data.

6.2 License to operate the Services

You grant Razayya a limited license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, and support the Services for you, and as otherwise permitted by these Terms and the Privacy Policy.

6.3 Processor role and AI

For most Customer Data, Razayya acts as a service provider / processor on the Customer's behalf, consistent with the Privacy Policy. We do not sell Customer Data, and we do not use Customer Data to train machine-learning or generative-AI models, or send it to third-party AI providers, except as necessary to deliver the Services to that Customer and as disclosed in the Privacy Policy.

6.4 Export and deletion on termination

When a Customer's subscription ends, the Customer may export Customer Data via standard Platform functionality during a 30-day window, after which Razayya may delete it.

6.5 Anonymized data

Razayya may create “Anonymized Data” — Customer Data processed to remove all personal identifiers and aggregated with other data such that it can no longer be used to identify any Customer, Authorized User, or individual. You grant Razayya a perpetual, irrevocable, worldwide license to use Anonymized Data for any purpose, including operating and improving the Services, product development, and benchmarking, and Anonymized Data is owned by Razayya.

7. Third-party services and connections

The Services let you connect Third-Party Services at your direction. Your use of a Third-Party Service is governed by that provider's own terms and privacy policy, not these Terms. We are not responsible for Third-Party Services, and connecting them is at your discretion. If a Third-Party Service stops making functionality or data available, we may suspend or remove the corresponding feature. Third-Party Services the Services connect to include, without limitation: Plaid (bank-account connection and transaction retrieval), Intuit / QuickBooks Online (accounting and payroll integration — see Section 8), and point-of-sale and parts-vendor systems such as AutoLeap, ROWriter, NAPA, AutoZone, Advance Auto Parts, O'Reilly Pro, Nexpart, UAP, TDG, and Stox Distribution.

7.1 Plaid

When you connect a bank account through Plaid, you authenticate directly with your bank through Plaid; Razayya does not receive or store your bank credentials. Plaid's handling of your information is governed by Plaid's End User Privacy Policy at https://plaid.com/legal/#end-user-privacy-policy. By connecting an account, you authorize Razayya to receive and use information from Plaid as described in our Privacy Policy.

8. QuickBooks Online / Intuit integration

This section applies when you connect the Services to Intuit's QuickBooks Online (“QuickBooks”) or other Intuit services.

Authorization. You authorize Razayya to access and exchange data with your QuickBooks company through Intuit's APIs solely to provide the Services you request (for example, exporting payroll, journal entries, or transaction data). You may revoke this authorization at any time from within Intuit's connection settings or from within the Services; revoking it will disable the related functionality.
Your Intuit relationship. Your use of QuickBooks and other Intuit products is governed by your separate agreement with Intuit, including the Intuit Terms of Service. Razayya is not Intuit and does not control Intuit's services; we are not responsible for Intuit's products, availability, or data.
Data handling. Data we receive from, or send to, QuickBooks on your behalf is Customer Data and is handled in accordance with these Terms and the Privacy Policy. We use Intuit-provided data only to deliver the Services to you and do not sell it or use it for advertising.
Compliance. Our access to Intuit APIs is subject to Intuit's developer and API terms; if those terms require us to limit or change functionality, we may do so.

9. Fees and payment

The specific fees, modules, quantities, and billing cycle for a Customer are set out in that Customer's order form or Customer Agreement, which controls. The following general terms apply:

Billing. Subscription fees are billed monthly to the autopayment method on file, recurring from the subscription start date. A surcharge of 3% applies to payments made by credit card.
Non-refundable. Payment obligations are non-cancelable and fees paid are non-refundable, except as expressly provided in a Customer Agreement (for example, on Provider's termination for cause or an infringement-related termination).
Taxes. Fees are exclusive of all taxes, levies, and duties; you are responsible for all such taxes associated with your purchases, other than taxes on Razayya's net income.
Invoice disputes. You must notify us in writing of any invoice dispute within 60 days of the invoice date, or the invoice is deemed final.
Non-payment. We may suspend access on 15 days' prior written notice if any undisputed amount is 30 or more days overdue.

10. Term, termination, and suspension

The specific subscription term and any termination fees are set out in the applicable Customer Agreement or order form, which controls. The following general terms apply:

Term and renewal. Subscriptions run for the term stated in the order form and automatically renew for successive monthly periods unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. We may change fees for a renewal term on at least 30 days' prior written notice.
Termination for cause. Either party may terminate for material breach that remains uncured 30 days after written notice, or if the other party becomes subject to a bankruptcy or similar proceeding.
Termination for convenience. Where a Customer Agreement permits early termination for convenience, it may require an early-termination fee as set out in that agreement.
Suspension. We may suspend access for non-payment (per Section 9) or for prohibited use (per Section 5), with notice where practicable and immediately where necessary to prevent harm or comply with law.
Effect of termination. On termination, your right to access the Services ends and you must cease all use. The data-export and deletion provisions in Section 6.4 apply. Provisions that by their nature should survive (including Sections 6, 9, 11–15, 17, and 19) survive termination.

11. Confidentiality

Each party may receive non-public information of the other (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms and will protect it with at least reasonable care. Customer Data is the Customer's Confidential Information. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without a duty of confidentiality, or is independently developed. A party may disclose Confidential Information if required by law, with reasonable advance notice where permitted.

12. Warranties and disclaimers

You represent that you have the rights and authorizations described in Section 5.1. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A CUSTOMER AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND RAZAYYA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted, error-free, or that they will meet your requirements, and we are not responsible for results derived from Customer Data, Third-Party Services, or your business or payroll decisions. The Services are tools to assist your business; they are not legal, tax, accounting, or payroll-compliance advice, and you are responsible for independently verifying outputs before relying on them.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE SERVICES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY. THIS LIMITATION DOES NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER SECTION 9.

14. Indemnification

By Razayya. Razayya will defend you against a third-party claim alleging that the Services infringe a U.S. patent, copyright, or trademark, and will indemnify you for damages finally awarded. This does not apply to claims arising from (i) use of the Services combined with products not supplied by Razayya, (ii) modifications not made by Razayya, (iii) continued use of infringing aspects after notice, or (iv) use not compliant with these Terms or the documentation. If the Services are or may be infringing, Razayya may modify or replace them, obtain a license, or terminate and refund prepaid, unused fees.
By you. You will defend Razayya against a third-party claim arising from (i) your Customer Data or (ii) your use of the Services in breach of these Terms, and will indemnify Razayya for damages finally awarded.
Procedure. The indemnified party must promptly notify the indemnifying party, give it sole control of the defense and settlement, and provide reasonable assistance at the indemnifying party's expense.

15. Intellectual property and feedback

Razayya owns the Services and all related intellectual property. The “Razayya,” “Razayya Insights,” and “Clear Office” names and logos are our marks; you may not use them without permission. If you or your Authorized Users provide suggestions, enhancement requests, or other feedback (“Feedback”), you assign to Razayya all right, title, and interest in that Feedback, and we may use and incorporate it into our products and services without obligation or compensation to you.

16. Privacy

Our collection and use of personal information in connection with the Services is described in ourPrivacy Policy. By using the Services you acknowledge the Privacy Policy.

17. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, and the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction. No action arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action accrues.

18. Changes to these Terms

We may update these Terms from time to time. When we do, we will post the updated Terms and update the “Effective date” above. If the changes are material, we will provide additional notice (for example, by email or an in-app notice) before they take effect. Your continued use of the Services after the effective date of updated Terms constitutes acceptance.

19. General

Entire agreement. These Terms, the Privacy Policy, and any applicable Customer Agreement are the entire agreement between the parties regarding the Services and supersede prior understandings on the subject, subject to the precedence rule in Section 1.3.
Assignment. You may not assign these Terms without our prior written consent; we may assign them without consent, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Publicity. You grant us the right to use your name and logo on our website and in marketing materials to identify you as a customer.
Equitable relief. A breach of Sections 5, 6, or 11 may cause irreparable harm for which damages are inadequate; the non-breaching party may seek injunctive relief without posting a bond.
Severability and waiver. If any provision is unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Notices. Notices must be in writing and are deemed given when received; notices to Razayya should be sent to support@razayya.com.
Independent contractors. The parties are independent contractors; these Terms create no agency, partnership, or joint venture.

20. How to contact us

Questions about these Terms? Contact us at support@razayya.com.