Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ClearPoint Technology Services, LLC ("ClearPoint," "we," "us," or "our"), a Virginia limited liability company and Service-Disabled Veteran-Owned Small Business () located at 999 Waterside Dr, Suite 2525, Norfolk, VA 23510.

By accessing our website at clearpointtechs.com, submitting an inquiry, entering into a Statement of Work, or making a payment to ClearPoint, you agree to be bound by these Terms. If you do not agree, please discontinue use of our website and services.

2. Services

ClearPoint Technology Services provides professional technology consulting services including, but not limited to:

• Cybersecurity and Governance, Risk & Compliance (GRC) advisory
• AI strategy, risk assessment, and compliance consulting
• Custom AI development and engineering (ML models, LLMs, RAG systems, AI agents)
• MLOps and AI infrastructure design and deployment
• Cybersecurity AI services including SOC operations and threat detection
• Business and operations AI automation
• AI training and workforce enablement programs
• NIST, cloud security authorization, RMF, and PCI-DSS advisory services

The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work (SOW) or service agreement executed between ClearPoint and the Client prior to commencement of work.

3. Engagement Process

To engage ClearPoint's services, clients typically follow this process:

• Initial Consultation: Contact us via our website, phone (703-665-1768), or email to schedule a no-obligation discovery call.
• Proposal: ClearPoint prepares a written proposal or Statement of Work outlining scope, timeline, and fees.
• Agreement: Client reviews, negotiates if needed, and executes the SOW or service agreement.
• Payment: An initial deposit or retainer payment is collected prior to work commencing, as specified in the SOW.
• Delivery: ClearPoint performs services per the agreed scope and delivers work product as defined.

4. Fees and Payment

All fees for services are specified in the applicable Statement of Work or invoice. ClearPoint's general billing practices are as follows:

• Project-Based Engagements: A deposit of 50% of the total project fee is due upon execution of the SOW. The remaining balance is invoiced upon project completion or at agreed milestones.
• Retainer Engagements: Monthly retainer fees are invoiced in advance at the start of each billing period.
• Hourly Consulting: Hours are billed at the rate specified in the SOW and invoiced bi-weekly or monthly, as agreed.
• Government Contracts: Engagements under federal, state, or local government contracts are governed by the applicable contract vehicle terms.

Payment is due within 30 days of invoice date unless otherwise specified in the SOW. ClearPoint accepts payment via ACH transfer, credit card (via Stripe), check, and wire transfer. Invoices outstanding beyond 30 days are subject to a 1.5% monthly late fee.

5. Refund and Cancellation Policy

ClearPoint's refund and cancellation terms are as follows:

• Cancellation by Client: If a client cancels a project after execution of the SOW but before work commences, any deposit paid is non-refundable unless ClearPoint has not yet incurred costs or allocated resources.
• Cancellation After Work Commences: Clients are responsible for payment of all work completed up to the date of cancellation, billed at the agreed rate or proportional to the percentage of work completed.
• Retainer Cancellations: Retainer agreements may be cancelled with 30 days written notice. Fees paid for the current billing period are non-refundable.
• Refunds for Unsatisfactory Work: If deliverables do not materially meet the agreed specifications, ClearPoint will first attempt to remedy the deficiency at no additional cost. If the issue cannot be resolved, partial or full refunds may be considered on a case-by-case basis.
• Stripe Payment Disputes: Clients are encouraged to contact ClearPoint directly at agent.neo@clearpointtechs.com before initiating a payment dispute or chargeback. We are committed to resolving billing issues promptly.

6. Intellectual Property

Upon receipt of full payment for an engagement, ClearPoint assigns to Client all rights, title, and interest in deliverables specifically created for that engagement, as outlined in the applicable SOW. ClearPoint retains ownership of:

• Pre-existing methodologies, frameworks, tools, and intellectual property used in delivering services.
• General know-how, techniques, and non-client-specific work product developed during the engagement.
• Any open-source components, which remain subject to their respective licenses.

7. Confidentiality

ClearPoint treats all client information as confidential. We do not disclose client information to third parties except as required by law or as necessary to perform contracted services (subject to appropriate confidentiality agreements with any subcontractors). Clients are encouraged to execute a mutual Non-Disclosure Agreement (NDA) prior to sharing sensitive information. ClearPoint will provide an NDA upon request.

8. Limitation of Liability

To the maximum extent permitted by applicable law, ClearPoint's total liability for any claim arising from or related to our services shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim during the three (3) months preceding the claim.

ClearPoint shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

9. Disclaimer of Warranties

ClearPoint's website and any informational content are provided "as is" without warranties of any kind. While we strive to provide accurate, current information, we make no representations regarding the completeness or accuracy of website content. Consulting services are subject to the terms of the applicable SOW, which constitutes the complete agreement regarding service quality standards.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any dispute arising from these Terms or a service engagement that cannot be resolved informally shall be submitted to binding arbitration in Norfolk, Virginia, under the rules of the American Arbitration Association. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

11. Changes to These Terms

ClearPoint reserves the right to update these Terms at any time. The most current version will always be posted at clearpointtechs.com/terms-of-service.html with the updated effective date. Continued use of our website or services following any changes constitutes your acceptance of the revised Terms. Material changes affecting active client engagements will be communicated directly.

12. Contact Information