CLEVERTONE SUBSCRIPTION TERMS & CONDITIONS

Last Updated: Nov 19, 2025

This Clevertone Service & Product Terms & Conditions Agreement (the “Agreement”) is entered into by and between Clevertone Inc., a Florida corporation, including it’s affiliates Vekser LLC, John Vekser Inc., its international subsidiaries, websites, software platforms, DBAs, associated organizations, holdings, and sister companies (collectively, ‘’Clevertone’’, “Company,” “We,” or “Us”), with its principal office located at 401 E. Las Olas Blvd, Suite 130-139, Fort Lauderdale, FL 33301, and the customer identified in the order, invoice, statement of work, or subscription checkout process (the “Customer”). By signing electronically or by clicking “I Agree,” the Customer accepts and agrees to be bound by the terms of this Agreement. In addition to the terms herein, this Agreement incorporates Clevertone’s Website Terms & Conditions and Privacy Policy.

Services and Products Provided

The Company agrees to provide the Customer with non-exclusive access to Digital Workforce Subscriptions, On-Site Workforce Subscriptions, and one-time Product purchases as specified in the applicable order, invoice, service description, or work statement. Subscription features, usage limitations, service levels, and plan benefits vary depending on the selected plan and billing cycle. Such limitations may include task-based usage, time-based usage, credit consumption, or other defined service parameters. All plan inclusions, service descriptions, and limitations are stated in the service description, pricing page, purchase order, invoice, or statement of work.

Digital Workforce Subscriptions

Digital Workforce Subscriptions consist of remote, AI-assisted and human-powered business support services performed through the Company’s platform. A completed Task is defined as a single, specific, discrete request submitted by the Customer that the Company successfully fulfills in accordance with the plan’s scope. Tasks are intended to be actionable and limited in scope and are not designed to represent complex, multi-step projects requiring independent phases or multiple coordinated actions. The Company retains sole discretion to determine whether a submitted request qualifies as a single Task, requires multiple Tasks, or exceeds the scope of the subscribed plan. Any applicable credits, tasks, time allowances, or usage units expire at the end of each billing cycle and do not roll over.

On-Site Workforce Subscriptions

On-Site Workforce Subscriptions consist of in-person labor and workforce services delivered at the Customer’s designated worksite, including but not to limited to canvassing personnel, appointment-setting teams, multi-industry labor, field teams, and other on-site workforce assignments. The Customer is solely responsible for ensuring a safe workplace that complies with OSHA guidelines (if applicable), international equivalents, and all applicable local safety, labor, and regulatory requirements. The Customer must provide the necessary access, instructions, tools (unless otherwise agreed), and conditions to enable workers to perform their duties safely and effectively.

The Company does not act as the Customer’s employer, co-employer, or joint employer. The Customer assumes responsibility for all worksite conditions, local regulatory compliance, and the operational direction provided to workers. On-site subscriptions may contain specific hourly, shift-based, or credit-based limitations. Any unused hours, shifts, or credits expire at the end of each billing cycle and do not roll over.

One-Time Products (Hardware and Devices)

One-time Product purchases include Clevertone devices, hardware, hologram units, kiosk components, and related physical goods. The Company will manufacture, customize (if applicable), and deliver the Products as specified in the Customer’s order or invoice. Customized Products may extend production timelines and are non-refundable. Shipping will be arranged by the Company unless otherwise agreed. All shipping fees, taxes, tariffs, duties, and import costs are the responsibility of the Customer. Ownership and risk of loss pass to the Customer upon delivery to the carrier.

The Customer is responsible for installation and setup unless a professional installation service is purchased. The Customer may not modify, distribute, replicate, or use any content pre-loaded on the Product, including images, videos, software, or firmware, without express written consent from the Company. Firmware and software updates released by the Company must be installed by the Customer to maintain functionality and security. The Company shall not be liable for compatibility issues with third-party systems or hardware.

Fees and Payment

The Customer agrees to pay all fees set forth in the applicable order, invoice, or work statement. Subscription fees are based on the selected subscription plan and not on actual usage. Subscription quantities cannot be decreased during the subscription term. For one-time Product purchases, fees for customization, shipping, maintenance, or additional features are specified in the applicable invoice or order. International Customers are responsible for any foreign transaction fees, VAT, or currency conversion costs.

Credit Model

Certain Digital Workforce or On-Site Workforce services operate under a credit-based system. Credits may represent completed Tasks, minutes or hours of service, on-site shifts, or other defined units. Credits are consumed as work is performed and expire at the end of each billing cycle. Credits do not roll over, are not transferable unless expressly permitted, and no refunds will be issued for unused credits. The Company may revise credit valuations, usage rules, or plan structures to ensure consistency and service quality.

Product Customization and Maintenance

Customized Products must be described in the order or invoice. All customizations are final and non-refundable. Optional maintenance plans are available for certain Products as stated in the applicable invoice. Maintenance does not cover misuse, neglect, unauthorized repairs, or environmental damages.

Shipping and Delivery

The Company shall provide estimated delivery timelines for Products; however, such estimates are not guaranteed. The Company shall not be held responsible for delays caused by carriers, customs processes, or external events beyond its control. Risk of loss and ownership transfers upon carrier delivery.

Hardware Setup and Operation

The Customer must follow all operational instructions provided by the Company to ensure proper installation and operation of the Products. The Company shall not be liable for damages arising from incorrect installation, misuse, unauthorized modification, or operation of the Products.

Hardware Warranty and Liability

The Company warrants that hardware Products will be free from material defects for a period of twelve (12) months from the date of delivery. This warranty is void if the Product has been modified, misused, damaged externally, or repaired without authorization. The Company’s sole obligation under the warranty is to repair or replace defective Products at its discretion. The Company shall not be liable for indirect, incidental, or consequential damages.

Credit Card Authorization

The Customer authorizes the Company to charge the payment method on file for all subscription fees, one-time Product purchases, additional services, overage charges, or any other fees incurred under this Agreement. Charges will occur on the subscription renewal date or as specified in the order, invoice, or work statement. No cancellations or refunds will be issued after a charge is successfully processed.

Subscription License Terms

This Agreement remains in effect for the duration of the term set forth in the Customer’s order, invoice, or work statement and shall automatically renew unless canceled with a written notice at least thirty (30) days before the renewal date. Subscription fees are based on the selected plan, and no refunds, reductions, proration, or cancellations are permitted once the credit card has been successfully charged. Additional usage beyond the subscription limit will be billed in accordance with the Company’s current pricing structure.

Proprietary Rights and Licenses

All intellectual property rights in the Services, Products, software, algorithms, content, training materials, hardware, media, data, and all related technology are owned by the Company. The Customer receives only a limited, non-exclusive, non-transferable license to use the Services and Products in accordance with this Agreement. No additional rights are granted unless expressly stated.

Confidential Information

The Parties agree to maintain the confidentiality of all information disclosed under this Agreement. Each Party shall use the same degree of care as it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information includes, without limitation, business plans, financial information, customer lists, product specifications, operational methods, processes, and any verbal, written, or electronic information that is not publicly known. Confidential Information may not be disclosed or used outside the scope of this Agreement without prior written consent. These obligations survive termination of this Agreement. Information shall not be deemed confidential if it becomes publicly known without breach, is independently developed, is rightfully obtained from a third party, or is required by law to be disclosed.

Cancellation and Refunds

For Digital Workforce and On-Site Workforce Subscriptions, written notice of cancellation must be provided at least thirty (30) days before the end of the contract term. Unused tasks, credits, hours, or time allocations do not carry over and are non-refundable. No refunds are permitted and will not be issued for ongoing subscriptions after payment has been processed or the credit card has been successfully charged. For one-time Product purchases, cancellations may only occur before production or shipping begins. Customized Products are strictly non-refundable.

Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to conflicts of law principles. Venue for any dispute shall lie exclusively in the state or federal courts located in Broward County, Florida. The Customer consents to such jurisdiction and to service of process by courier or electronic confirmation.

Authorization

The Customer authorizes the Company to charge any additional fees incurred for exceeding service limits or for ordering additional services, as stated in the applicable purchase order, invoice, or work statement.

Acceptance of Terms

By signing electronically or by clicking “I Agree,” the Customer acknowledges that they have read, understood, and accepted all terms and conditions set forth in this Agreement, including the subscription limitations, billing policies, cancellation terms, confidentiality obligations, and all provisions referenced in the service description, pricing page, purchase order, and invoice. Continued use of the Services constitutes acceptance of any updated Terms issued by the Company.

Clevertone. Text +1 (415) 687-0415; Email: [email protected]