Master Terms of Service

These Terms apply to CMG’s public-facing websites, software platforms, educational offerings, research initiatives, publications, and related programs, including:

• Clarity Decision Room™ (“CDR”), CMG’s decision intelligence and execution platform, including trial and paid access;
• Clarity Academy, CMG’s education, research, and publication environment, which includes:
  • the ClarityOps™ decision-execution methodology,
  • training and certification programs,
  • original research, frameworks, white papers, and reports, and
  • published materials, including books and other written works;
• Free, trial, and paid offerings made available by CMG through its websites or platforms; and
• Any other services offered by CMG unless governed by a separate written agreement.

ClarityOps™ Relationship Clarification

ClarityOps™ is CMG’s proprietary decision-execution methodology. Elements of the ClarityOps™ methodology may be:

• taught and certified through Clarity Academy, and
• embedded within Clarity Decision Room™, including within decision aftercare, health monitoring, and execution workflows.

Nothing in these Terms grants Customer ownership of, or independent rights to, the ClarityOps™ methodology, research outputs, or publications outside the permitted use of CMG services.

Consulting Services

Professional consulting, advisory services, or custom engagements are governed exclusively by a separately executed Master Services Agreement (“MSA”) and applicable Statement(s) of Work (“SOW”). In the event of a conflict, the MSA/SOW controls solely with respect to consulting services.

You must be at least 18 years old to use CMG services.

If you are using CMG services on behalf of an organization, you represent and warrant that you have authority to bind that entity to these Terms.

CMG services are intended to provide decision-support tools, structured workflows, analytics, and educational resources.

All outputs must be reviewed and acted upon by qualified human decision-makers.

Use of CMG services does not create a fiduciary, advisory, professional-client, or agency relationship.

You are responsible for safeguarding account credentials and for all activity conducted through your account.

CMG may suspend or terminate access if account security is compromised or these Terms are violated.

5.1 License Grant

Subject to compliance with these Terms, CMG grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use CMG services for internal business or educational purposes during the applicable term.

5.2 Restrictions

You may not:

• Reverse engineer, decompile, or attempt to derive system logic
• Circumvent security or access controls
• Scrape, tamper with, or manipulate systems
• Resell, sublicense, or provide unauthorized third-party access
• Misrepresent affiliation, endorsement, or certification

5.3 No Representation, Endorsement, or Branding Rights

Nothing in these Terms grants Customer the right to represent itself as an agent, partner, reseller, or representative of CMG. Customer may not use CMG’s name, trademarks, logos, service marks, or branding in public or promotional materials without prior written consent. Customer may not state or imply endorsement, certification, approval, or authorization by CMG except where expressly granted in writing (including ClarityOps™ certification, if applicable).

6.1 CMG Intellectual Property

CMG retains all rights, title, and interest in:

• Software, code, architecture, workflows, and system logic
• Decision design methodologies and routing frameworks
• Analytics models, scoring logic, and proprietary metrics
• ClarityOps™ educational and certification materials

No rights are granted except as expressly stated.

6.2 Customer Data License (Limited License to Operate the Platform)

Customer retains ownership of all data uploaded or processed through the Platform (“Customer Data”).

Customer grants CMG a limited, non-exclusive, revocable, royalty-free license to host, process, transmit, analyze, and display Customer Data solely as necessary to operate, maintain, support, and improve the Platform in accordance with these Terms.

This license:

• does not grant CMG ownership of Customer Data;
• does not permit CMG to sell or commercially exploit Customer Data; and
• terminates upon expiration or termination of these Terms, subject to lawful retention requirements and standard backup deletion cycles.

CMG does not use Customer Data to train generalized or shared AI models.

6.3 Aggregated & De-Identified Data

CMG may generate and use aggregated and de-identified data derived from Platform usage for internal analytics, benchmarking, research, and product improvement, provided such data does not identify Customer or any individual.

CMG implements reasonable administrative, technical, and organizational safeguards consistent with current industry cybersecurity best practices, including encryption in transit (e.g., TLS) and secure third-party infrastructure.

No system is completely secure. CMG does not guarantee absolute security or prevention of all unauthorized access.

The Platform is not designed or intended to store or process regulated or highly sensitive data, including:

• protected health information (PHI)
• payment card data
• government-issued identification numbers

Unless expressly agreed in writing, Customer agrees not to upload such data.

If Customer uploads prohibited data, it does so entirely at its own risk, and CMG shall not be liable for resulting exposure, breach, leakage, loss, or misuse, including incidents involving third-party service providers.

If CMG becomes aware of a confirmed unauthorized access to Customer Data that materially compromises confidentiality or integrity, CMG will notify Customer without undue delay and take commercially reasonable steps to mitigate the incident, consistent with applicable law.

Trials are provided at CMG’s discretion and may be modified or terminated at any time.

Paid subscriptions:

• are billed in advance at a flat rate unless otherwise agreed in writing;
• are non-refundable unless expressly stated in a written agreement;
• grant access only during the active subscription term.

Failure to pay may result in suspension or termination.

Clarity Academy is CMG’s centralized environment for education, research, thought leadership, and publication related to decision design, execution, and governance. Offerings may include training programs, certification pathways, original research, analytical frameworks, articles, reports, and published books.

All Clarity Academy content is provided for educational and informational purposes only.

ClarityOps™ certification:

• is issued solely by Clarity Metrics Group LLC;
• is not accredited, endorsed, or recognized by any governmental authority, academic institution, or professional licensing body;
• does not constitute a degree, professional license, continuing education credit, or regulatory qualification; and
• does not guarantee outcomes, proficiency, or business results.

Research findings, publications, and books reflect CMG’s perspectives and methodologies at the time of publication and do not constitute professional advice or guarantees of performance.

Participation in Clarity Academy, use of research materials, or consumption of published content does not create an advisory, fiduciary, employment, agency, or publisher-author relationship between CMG and the Customer.

All Clarity Academy content, ClarityOps™ materials, research outputs, and publications remain the exclusive intellectual property of CMG.

Each party agrees to protect non-public, proprietary, or confidential information disclosed in connection with CMG services.

Confidentiality obligations do not apply to information that is lawfully known, independently developed, or publicly available without breach.

Trade secrets remain protected as long as they remain trade secrets.

CMG processes personal data in accordance with its Privacy Policy, which is incorporated by reference.

Data Processing Addendum & Security Documentation

Where required by applicable data protection laws or enterprise procurement processes, CMG makes available a Data Processing Addendum (“DPA”), Security Addendum, and Subprocessor Disclosure upon written request. Such documents supplement these Terms and apply solely where applicable by law or contract.

Requests may be submitted to: security@claritymetricsgroup.com

Participation in the CDR Referral Program is governed by separate Referral Program Terms & Conditions, which supplement these Terms and control for referral-specific matters.

CMG may suspend or terminate access immediately if:

• these Terms are violated;
• use poses legal, security, reputational, or operational risk;
• fraud, abuse, or misuse is detected.

Upon termination:

• licenses are revoked;
• access is removed;
• no refunds are owed unless required by law.

CMG SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

CMG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND AVAILABILITY.

To the maximum extent permitted by law:

• CMG shall not be liable for indirect, incidental, consequential, or punitive damages;
• CMG’s total liability shall not exceed fees paid in the twelve (12) months preceding the claim.

Customer agrees to indemnify and hold harmless CMG from claims arising from:

• use or misuse of services;
• decisions made based on outputs;
• Customer Data;
• violation of these Terms or applicable law.

CMG is not liable for delays or failures caused by events beyond reasonable control, including outages, cyber incidents, disasters, or third-party failures.

Any dispute arising from these Terms or CMG services shall be resolved by binding arbitration administered by the American Arbitration Association in Maricopa County, Arizona.

Customer waives the right to a jury trial and participation in class, collective, or representative actions.

Each party bears its own legal fees unless required by law.

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-law principles.

CMG may assign these Terms without restriction. Customer may not assign without prior written consent.

Provisions relating to intellectual property, data ownership, confidentiality, arbitration, limitation of liability, indemnification, assumption of risk, and governing law survive termination or expiration.

If any provision is unenforceable, the remaining provisions remain in full force and effect.

These Terms, together with the Privacy Policy and any supplemental program terms (including Referral Program Terms), constitute the entire agreement governing use of CMG services, except where a separate written agreement (such as an MSA/SOW) applies.

Clarity Metrics Group, LLC

📧 info@claritymetricsgroup.com

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