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# _Terms_ of Service

Last updated

July 30, 2026

These Terms of Service (the "Terms") are a binding agreement between Monitoring the Situation, Inc., a Delaware corporation doing business as Clusia ("Clusia," "we," "us"), and the entity that accesses or uses the Services ("Customer," "you"). By accessing the Services, executing an Order, or clicking to accept, you agree to these Terms. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

If Customer and Clusia have executed a separate written agreement covering the Services, that agreement controls to the extent of any conflict.

## _01._ Definitions

**"Services"** means Clusia's compliance services and the Platform, including preparation, review, and delivery of Engagements.

**"Platform"** means Clusia's software, including the customer workspace, the reviewer workspace, and related applications and APIs.

**"Engagement"** means a discrete compliance deliverable ordered by Customer – for example an ACH rules compliance audit, a self-assessment workbook, an independent review, a risk assessment, or a filing – as described in an Order.

**"Order"** means a Clusia order form, statement of work, proposal, or online purchase describing the Engagement, fees, and scope.

**"Reviewer"** means an accredited or credentialed practitioner who reviews and, where applicable, signs an Engagement – whether employed by Clusia or by a Partner Firm.

**"Partner Firm"** means an independent professional services firm engaged by Clusia to review, sign, or deliver all or part of an Engagement.

**"Customer Data"** means data, documents, policies, records, credentials, and other materials Customer provides or makes accessible to Clusia, including data obtained through Connections.

**"Connections"** means read-only integrations between the Platform and Customer's systems or third-party services.

**"Deliverables"** means the reports, findings, certificates, statements of completion, workpapers, and related outputs produced under an Engagement.

**"Authorized Users"** means Customer's personnel and any third parties Customer invites to the Platform, including limited-scope external participants.

## _02._ Services

**2.1 What Clusia does.** Clusia prepares compliance deliverables using the Platform and, where the Order specifies, arranges for review and signature by a Reviewer. The specific scope, deliverables, and fees for each Engagement are set out in the applicable Order.

**2.2 Service tiers.** Engagements are delivered in one of the following forms, as specified in the Order:

(a) **Self-assessment.** Clusia prepares a workbook and supporting materials. Customer completes and reviews the work internally and is solely responsible for the sufficiency, independence, and completion of the assessment. Clusia does not review or sign self-assessment Engagements unless the Order says otherwise.

(b) **Reviewed Engagement.** Clusia prepares the work and a Reviewer reviews it, documents findings, and issues a signed deliverable in accordance with applicable professional standards and the rules governing the Engagement.

**2.3 Reviewer independence and judgment.** All professional judgments – including whether a matter constitutes a finding, whether evidence is sufficient, and whether to issue or sign a deliverable – are made solely by the Reviewer. Clusia does not direct those judgments. Customer acknowledges that a Reviewer may decline to sign, may issue findings, or may require additional evidence.

**2.4 Partner Firms.** Clusia may perform any part of an Engagement through a Partner Firm. Where a Partner Firm signs a deliverable, it does so in its own professional capacity, and the professional obligations associated with that signature are the Partner Firm's. Clusia remains responsible to Customer for the delivery of the Services under these Terms.

**2.5 Changes in scope.** If Customer's participant type, entry classes, volumes, systems, or corporate structure differ materially from what was represented at the time of the Order, Clusia may adjust the scope, timeline, and fees on written notice.

## _03._ Customer Responsibilities

**3.1 Your obligations remain yours.** Customer's regulatory, contractual, and legal obligations remain Customer's at all times. Purchasing an Engagement does not transfer, discharge, or reduce any obligation Customer owes to a regulator, network, sponsor bank, examiner, or counterparty. Customer remains responsible for determining which obligations apply to it, for meeting applicable deadlines, and for retaining proof of compliance.

**3.2 Accuracy and completeness.** Customer is responsible for the accuracy, completeness, and currency of all Customer Data, including data delivered through Connections, and for reviewing, correcting, and confirming any response, draft, or output before it is submitted or relied upon. Clusia is not responsible for outputs that are inaccurate because Customer Data was inaccurate, incomplete, or out of date.

**3.3 Timeliness and cooperation.** Customer will provide requested information, documents, and access promptly. Delays caused by Customer may affect delivery timelines and may result in an Engagement not being completed before a regulatory deadline.

**3.4 Authorized Users.** Customer is responsible for all activity under its account, for the conduct of its Authorized Users, for maintaining credential security, and for promptly removing access when a user should no longer have it. Customer is responsible for determining the scope of access it grants to any external participant.

**3.5 Lawful use.** Customer will not use the Services to violate law, infringe rights, misrepresent facts to a regulator or counterparty, or interfere with the Platform's operation or security.

## _04._ Data, Connections, and Security

**4.1 Connections.** Customer authorizes Clusia to access the systems Customer connects, on a read-only basis, for the purpose of performing the Services. Customer represents it has the right and authority to grant that access. Customer may disconnect at any time; doing so may prevent Clusia from completing all or part of an Engagement.

**4.2 Security.** Clusia will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as further described at trust.clusia.com. Clusia will not sell Customer Data.

**4.3 Use of Customer Data.** Clusia will use Customer Data to perform the Services, to produce and support Deliverables, to maintain and secure the Platform, and as otherwise permitted by these Terms or an Order.

**4.4 Improvement of the Services.** Clusia will not use Customer Data to train models that serve other customers without Customer's prior written consent.

**4.5 Third-party services.** The Platform may interoperate with third-party services. Clusia is not responsible for those services, their availability, or their terms.

## _05._ AI-Assisted Preparation

**5.1 How the Platform works.** The Platform uses automated and machine-learning techniques to locate, draft, and organize responses and supporting evidence from Customer Data. Drafted content is a proposal, not a determination.

**5.2 Human review required.** No drafted content becomes part of a Deliverable unless it has been reviewed – by Customer, by a Reviewer, or both, as the Engagement requires. Customer must review and confirm drafted content attributable to Customer before submission.

**5.3 Limitations.** Automated systems can produce outputs that are incomplete, inaccurate, or unsuitable. Clusia does not warrant that automated outputs are accurate or complete, and Customer is responsible for verifying content it confirms or submits. Clusia may indicate where it was unable to produce a response; the absence of such an indication is not a representation of accuracy.

**5.4 No delegation of judgment.** Automated outputs do not constitute professional judgment, an audit opinion, or an attestation. Only a Reviewer's signed deliverable does.

## _06._ Deliverables

**6.1 License.** Upon payment in full, Clusia grants Customer a perpetual, non-exclusive, worldwide license to use, reproduce, and disclose the Deliverables for Customer's internal compliance purposes and for disclosure to regulators, examiners, sponsor banks, auditors, and counterparties who require them.

**6.2 Disclosure to third parties.** Customer may share Deliverables with parties who require them. Customer will not alter a Deliverable, present it as covering a scope or period it does not cover, or attribute to Clusia or any Reviewer a conclusion not stated in it.

**6.3 Retention.** Certain Engagements are subject to recordkeeping requirements – including retention of proof of audit for six (6) years. Clusia will retain executed Deliverables and the associated engagement record for six (6) years following completion, or longer if required by law, regardless of whether Customer's account remains active. Customer remains responsible for its own retention obligations.

**6.4 Workpapers.** Workpapers, internal reviewer notes, and Clusia's internal work product are Clusia's or the Partner Firm's property and are not Deliverables, except as required by law or professional standards.

## _07._ Fees and Payment

**7.1 Fees.** Customer will pay the fees stated in the Order. Unless the Order says otherwise, fees are fixed for the stated scope, due within thirty (30) days of invoice, non-refundable once the Engagement has commenced, and exclusive of taxes.

**7.2 Non-payment.** Clusia may suspend the Services, withhold Deliverables, or terminate for non-payment after ten (10) days' written notice. Clusia may charge interest on overdue amounts at 1.5% per month or the maximum permitted by law.

**7.3 Taxes.** Customer is responsible for all applicable taxes other than taxes on Clusia's net income.

## _08._ Confidentiality

**8.1 Obligations.** Each party will protect the other's confidential information with at least reasonable care, use it only to perform or receive the Services, and disclose it only to personnel and Partner Firms bound by comparable obligations.

**8.2 Exclusions.** Confidentiality obligations do not apply to information that is public through no fault of the recipient, was known without obligation before disclosure, is independently developed, or is rightfully received from a third party.

**8.3 Compelled disclosure.** A party may disclose confidential information as required by law, regulation, or a regulator's or examiner's request, giving notice where legally permitted.

**8.4 Regulatory access.** Customer acknowledges that Deliverables and supporting records may be requested by regulators, networks, or sponsor banks, and consents to Clusia responding to lawful requests, with notice to Customer where permitted.

## _09._ Intellectual Property

**9.1 Clusia IP.** Clusia owns the Platform, its methodologies, question banks, templates, models, and all improvements. Nothing in these Terms transfers ownership of Clusia IP. Feedback Customer provides may be used by Clusia without restriction or obligation.

**9.2 Customer IP.** Customer owns Customer Data and grants Clusia a limited license to use it to perform the Services and as permitted by Section 4.

**9.3 Restrictions.** Customer will not copy, reverse engineer, resell, sublicense, or use the Platform to build a competing product, and will not use Clusia's methodologies or question banks other than in connection with the Services.

## _10._ Disclaimers

**10.1 No legal, accounting, or regulatory advice.** The Services are not legal advice, accounting advice, tax advice, or a legal opinion. Clusia is not a law firm and does not practice law. Customer should retain its own counsel and advisors.

**10.2 No guarantee of outcome.** Clusia does not warrant or guarantee that any Deliverable will be accepted by any regulator, network, examiner, sponsor bank, or counterparty; that Customer is or will be in compliance with any requirement; that an Engagement will identify every deficiency; or that Customer will avoid any fine, penalty, enforcement action, finding, or loss. Compliance is Customer's responsibility.

**10.3 Deadlines.** Clusia will use commercially reasonable efforts to complete Engagements within agreed timelines, but does not guarantee completion by any regulatory deadline, particularly where Customer's cooperation, data availability, or scope changes affect delivery.

**10.4 Platform.** EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND CLUSIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Clusia does not warrant that the Services will be uninterrupted or error-free.

## _11._ Limitation of Liability

**11.1 Exclusion of indirect damages.** NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

**11.2 Cap.** EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CLUSIA FOR THE ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT.

**11.3 Exceptions.** The limitations in 11.1 and 11.2 do not apply to Customer's payment obligations; either party's breach of confidentiality; Customer's indemnification obligations; or a party's fraud, gross negligence, or willful misconduct.

**11.4 Basis of the bargain.** The parties agree these limitations are an essential basis of the bargain and reflect the allocation of risk given the fees charged.

## _12._ Indemnification

**12.1 By Clusia.** Clusia will defend Customer against third-party claims alleging that the Platform, as provided by Clusia and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement.

**12.2 By Customer.** Customer will defend Clusia against third-party claims arising from (a) Customer Data, including claims that Clusia's authorized use of it violates law or third-party rights; (b) Customer's violation of law or of these Terms; (c) Customer's use, alteration, or disclosure of a Deliverable in a manner not permitted by Section 6; and (d) Customer's failure to meet a regulatory obligation.

**12.3 Procedure.** The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement imposing obligations on the indemnified party may be made without its consent.

## _13._ Term, Suspension, and Termination

**13.1 Term.** These Terms apply from first access until all Orders have expired or been terminated.

**13.2 Termination for cause.** Either party may terminate for the other's material breach not cured within thirty (30) days of written notice.

**13.3 Suspension.** Clusia may suspend access immediately for non-payment, a security risk, or use that violates law or Section 3.5.

**13.4 Effect.** On termination, Customer's right to access the Platform ends. Customer retains its license to Deliverables paid for in full. Fees for Engagements commenced remain payable. Sections 3.1, 4.3–4.5, 6, 8, 9, 10, 11, 12, 14, and 15 survive.

**13.5 Data on termination.** Customer may export its data during the thirty (30) days following termination. Thereafter Clusia may delete Customer Data, except records Clusia must retain under Section 6.3 or applicable law. A deletion request does not extend to executed Deliverables or the engagement record required for regulatory retention.

## _14._ Dispute Resolution

**14.1 Governing law.** These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

**14.2 Arbitration / Venue.** The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, and each waives any right to a jury trial.

**14.3 Injunctive relief.** Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

## _15._ General

**15.1 Changes to these Terms.** Clusia may update these Terms by posting a revised version and updating the "Last updated" date. Material changes take effect fifteen (15) days after notice, and continued use constitutes acceptance. Changes do not apply retroactively to Engagements already commenced.

**15.2 Publicity.** Neither party will use the other's name or marks publicly without prior written consent, except that Clusia may \[identify Customer as a customer in a customer list.

**15.3 Assignment.** Neither party may assign these Terms without the other's consent, except to a successor in a merger, reorganization, or sale of substantially all assets.

**15.4 Subcontractors.** Clusia may use subcontractors and Partner Firms to perform the Services and remains responsible for their performance of Clusia's obligations under these Terms.

**15.5 Force majeure.** Neither party is liable for delays caused by events beyond its reasonable control.

**15.6 Notices.** Notices to Clusia go to legal@clusia.com and to Customer at the email associated with its account.

**15.7 Independent contractors.** The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship.

**15.8 Entire agreement.** These Terms, together with Orders and referenced policies, are the entire agreement and supersede prior discussions. Terms in a Customer purchase order or vendor form are void.

**15.9 Severability and waiver.** If a provision is unenforceable, the remainder stays in effect. Failure to enforce is not a waiver.

Overview

-   01\. Definitions
-   02\. Services
-   03\. Customer Responsibilities
-   04\. Data, Connections, and Security
-   05\. AI-Assisted Preparation
-   06\. Deliverables
-   07\. Fees and Payment
-   08\. Confidentiality
-   09\. Intellectual Property
-   10\. Disclaimers
-   11\. Limitation of Liability
-   12\. Indemnification
-   13\. Term, Suspension, and Termination
-   14\. Dispute Resolution
-   15\. General