Terms of Service
Last Updated: February 2, 2026
Welcome to ClearCOGS. These Terms of Service (“Terms”) govern your access to and use of the ClearCOGS platform, services, and software-as-a-service offerings (collectively, the “Services”) provided by ClearCOGS, Inc., a Delaware corporation (“ClearCOGS,” “we,” “us,” or “our”).
By accessing or using our Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
1. Agreement Structure and Precedence
1.1 Relationship to Other Agreements. If you have entered into a separate written agreement with ClearCOGS, such as a Master Software-as-a-Service Agreement, Pilot Agreement, or other subscription agreement (a “Subscription Agreement”), that agreement governs your use of the Services. In the event of any conflict between these Terms and a Subscription Agreement, the Subscription Agreement will control.
1.2 Order of Precedence. Unless otherwise specified in a Subscription Agreement, the order of precedence for governing documents is: (a) the Subscription Agreement (if any); (b) the applicable Order Form; and (c) these Terms.
1.3 Applicability. These Terms apply to all users of the Services who have not entered into a separate Subscription Agreement, and supplement (but do not supersede) any Subscription Agreement that may be in place.
2. The Services
2.1 Description. ClearCOGS provides a software-as-a-service predictive analytics and forecasting platform designed for businesses in the food service and restaurant industries. The Services include demand forecasting, food preparation recommendations, labor forecasting, and related operational insights.
2.2 License Grant. Subject to your compliance with these Terms, ClearCOGS grants you a limited, non- exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription term solely for your internal business purposes.
2.3 Service Modifications. ClearCOGS may modify, update, or enhance the Services from time to time. We will use commercially reasonable efforts to provide advance notice of material changes that may adversely affect your use of the Services.2.4 Authorized Users. You may permit your employees, consultants, contractors, and agents who are authorized by you to access and use the Services (“Authorized Users”), provided that: (a) such access is for your internal business purposes; (b) such Authorized Users agree to comply with these Terms; and (c) you remain responsible for all acts and omissions of your Authorized Users.
3. Decision Support; No Guarantees
3.1 Decision Support Only. THE SERVICES PROVIDE PREDICTIVE ANALYTICS, FORECASTS, AND RECOMMENDATIONS INTENDED SOLELY AS DECISION SUPPORT TOOLS. THE SERVICES DO NOT GUARANTEE ANY PARTICULAR OUTCOMES, SA VINGS, REVENUE INCREASES, WASTE REDUCTIONS, OR OPERATIONAL RESULTS.
3.2 Customer Responsibility. You are solely responsible for: (a) all conclusions, decisions, and actions based on results obtained from the Services; (b) the accuracy and completeness of data you provide to the Services; (c) operational execution and implementation of any recommendations; and (d) compliance with your own policies, procedures, and applicable laws.
3.3 Forecast Variability. Forecasts and predictions are based on historical data, algorithms, and various assumptions. Actual results may vary significantly from forecasted results due to factors including, but not limited to: weather, local events, economic conditions, supply chain disruptions, changes in consumer behavior, data quality issues, and other unpredictable factors.
4. Data Rights and Ownership
4.1 Definitions. For purposes of these Terms:
- “Customer Data” means information, data, and other content submitted by you or your Authorized Users through the Services, excluding Anonymized Data, Resultant Data, and Synthetic Data.
- “Anonymized Data” means Customer Data that has been aggregated and/or anonymized such that it cannot be attributed to you or any identifiable individual.
- “Resultant Data” means data and information related to your use of the Services that is collected by ClearCOGS, including statistical and performance information related to the provision and operation of the Services.
- “Synthetic Data” means any data sets, in whole or in part, artificially generated or derived by ClearCOGS (including through the use of Customer Data, third-party data, or data from other customers), which may be aggregated or otherwise transformed to support the Services.
4.2 Customer Data Ownership. As between you and ClearCOGS, you retain all right, title, and interest in and to Customer Data. You grant ClearCOGS a non-exclusive, worldwide license to use, process, and storeCustomer Data solely as necessary to provide the Services to you.
4.3 ClearCOGS Data Rights. You agree that ClearCOGS may: (a) create Anonymized Data from Customer Data; (b) collect and use Resultant Data; and (c) create Synthetic Data. ClearCOGS owns all right, title, and interest in and to Anonymized Data, Resultant Data, and Synthetic Data, including all intellectual property rights therein.
4.4 Permitted Uses. ClearCOGS may use Anonymized Data, Resultant Data, and Synthetic Data for: (a) providing and improving the Services; (b) security management and business operations; (c) creating statistical analyses and benchmarks; (d) research and development; (e) training and improving ClearCOGS’s proprietary algorithms, machine learning models, and artificial intelligence; and (f) any other lawful business purpose.
4.5 Recipe Data. ClearCOGS will not disclose Customer Data pertaining to your proprietary recipes to third parties, except as necessary to provide the Services or as required by law.
4.6 Data Retention. Upon termination or expiration of your subscription, ClearCOGS will retain Customer Data unless you submit a written request for deletion. Upon receipt of a valid deletion request, ClearCOGS will delete Customer Data within ninety (90) days, except that ClearCOGS may retain Customer Data: (a) as required by applicable law; (b) in backups, archives, and disaster recovery systems until deleted in the ordinary course of backup rotation; and (c) to the extent such data has been incorporated into Anonymized Data, Resultant Data, or Synthetic Data. Synthetic Data and model improvements derived from Customer Data become part of ClearCOGS’s proprietary systems and will not be deleted.
5. Intellectual Property
5.1 ClearCOGS IP. ClearCOGS retains all right, title, and interest in and to the Services, including all software, algorithms, machine learning models, user interfaces, documentation, and related intellectual property (collectively, “ClearCOGS IP”). Nothing in these Terms transfers or assigns any ClearCOGS IP to you.
5.2 Feedback. If you provide any feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant ClearCOGS a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.
5.3 Restrictions. You will not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, disassemble, or decompile the Services; (c) rent, lease, sell, sublicense, or transfer access to the Services; (d) use the Services for competitive analysis or to develop competing products; (e) remove or alter any proprietary notices; or (f) access the Services except through authorized interfaces.
6. Confidentiality
6.1 Confidential Information. Each party may disclose confidential or proprietary information to the other (“Confidential Information”). Confidential Information includes all non-public information that is designated confidential or that reasonably should be understood to be confidential. ClearCOGS’s Confidential Information includes the Services, pricing, and technical specifications.
6.2 Protection. Each party agrees to: (a) use Confidential Information only for purposes of this agreement; (b) protect Confidential Information using at least the same degree of care used to protect its own confidential information; and (c) not disclose Confidential Information except to those with a need to know who are bound by confidentiality obligations.
6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.
7. Fees and Payment
7.1 Fees. You agree to pay all fees specified in your Order Form or Subscription Agreement. Unless otherwise specified, fees are quoted in U.S. dollars and do not include applicable taxes.
7.2 Payment Terms. Unless otherwise specified in an Order Form or Subscription Agreement, fees are billed monthly in advance and payment is due within fifteen (15) days of invoice. Payment terms specified in an Order
Form or Subscription Agreement will supersede this Section 7.2.
7.3 Taxes. You are responsible for all taxes, duties, and assessments arising from your use of the Services (excluding taxes based on ClearCOGS’s net income).
7.4 Late Payment. ClearCOGS may charge interest on past due amounts at 1.5% per month (or the maximum rate permitted by law, if lower). ClearCOGS may suspend Services if payment is not received within fifteen (15) days after written notice of non-payment.
7.5 Refunds. Fees are non-refundable except as expressly provided in a Subscription Agreement or Order Form, or as required by applicable law.
8. Term and Termination
8.1 Term. These Terms are effective when you first access or use the Services and continue until terminated. Subscription terms are specified in your Order Form or Subscription Agreement.
8.2 Termination for Cause. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice, or as otherwise specified in a Subscription Agreement.
8.3 Effect of Termination. Upon termination: (a) your right to access the Services terminates immediately; (b) you must cease all use of the Services and ClearCOGS materials; and (c) you must pay all outstanding fees. Sections that by their nature should survive will survive termination.9. Warranties and Disclaimers
9.1 Limited Warranty. ClearCOGS warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term. Your sole remedy for breach of this warranty is for ClearCOGS to repair or replace the non-conforming Services.
9.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLEARCOGS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLEARCOGS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY FORECASTS OR PREDICTIONS WILL BE ACCURATE.
9.3 Third-Party Integrations. The Services may integrate with third-party systems such as point-of-sale systems and inventory management platforms. ClearCOGS makes no warranties regarding third-party systems and is not responsible for their availability, accuracy, or performance.
10. Limitation of Liability
10.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLEARCOGS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARCOGS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO CLEARCOGS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.3 Exceptions. The limitations in this Section 10 do not apply to: (a) your payment obligations; (b) your breach of Section 5 (Intellectual Property) or Section 6 (Confidentiality); or (c) either party’s gross negligence or willful misconduct.
11. Indemnification
11.1 By ClearCOGS. ClearCOGS will indemnify and defend you against third-party claims alleging that the Services infringe such third party’s intellectual property rights, and will pay any resulting damages or settlement amounts, provided that: (a) you promptly notify ClearCOGS; (b) ClearCOGS has sole control of the defense; and (c) you provide reasonable cooperation.
11.2 By You. You will indemnify and defend ClearCOGS against third-party claims arising from: (a) Customer Data; (b) your use of the Services in violation of these Terms; or (c) your violation of applicable law.
12. Security
12.1 ClearCOGS Security. ClearCOGS will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data.
12.2 Your Responsibilities. You are responsible for: (a) maintaining the security of your account credentials; (b) all activities occurring under your account; (c) ensuring your systems meet any specified requirements; and (d) promptly notifying ClearCOGS of any suspected unauthorized access.
13. General Provisions
13.1 Governing Law. These Terms are governed by the laws of the State of Illinois without regard to conflict of laws principles. Any legal action arising from these Terms will be brought exclusively in the state or federal courts located in Chicago, Illinois.
13.2 Assignment. You may not assign these Terms without ClearCOGS’s prior written consent. ClearCOGS may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
13.3 Notices. Notices to ClearCOGS should be sent by email to Data@ClearCOGS.com.
13.4 Publicity. ClearCOGS may include your name and logo in lists of customers in promotional and marketing materials without your prior consent. Any other use of your name or logo requires your written consent.
13.5 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.
13.6 Waiver. No waiver of any provision will be effective unless in writing and signed by the waiving party.
13.7 Entire Agreement. These Terms, together with any applicable Subscription Agreement and Order Form, constitute the entire agreement between you and ClearCOGS regarding the Services and supersede all prior agreements and understandings.
13.8 Amendments. ClearCOGS may update these Terms from time to time by posting revised Terms on our website. Your continued use of the Services after such changes constitutes acceptance of the revised Terms. Material changes will be effective thirty (30) days after posting or upon notice to you.
13.9 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
14. Contact Information If you have questions about these Terms, please contact us at:
ClearCOGS, Inc.
Email: support@clearcogs.com
Website: www.clearcogs.com
