Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Subscriber", "you", or "your") and Velveteen Technologies Inc. ("Company", "Clef", "we", "us", or "our"), a British Columbia corporation (Incorporation No. BC1495562).

These Terms govern your access to and use of the Clef bookkeeping platform, website at clef.to, software applications, APIs, and associated services (collectively, the "Service").

By creating an account, signing in, accessing, or using the Service, you signify your assent to these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a band, partnership, company, or other legal entity, you represent and warrant that you have full legal authority to bind that entity.

Notice: These terms document the operational commitments, data practices, and responsibilities governing the Service. Subscribers are encouraged to review these terms and consult their own legal and accounting counsel.

The Service is intended exclusively for commercial, business, and professional creative use by musicians, recording artists, producers, tour personnel, and related business entities.

You must be at least the age of majority in your jurisdiction of residence (19 years old in British Columbia; 18 or 21 in other relevant jurisdictions) and legally capable of entering into binding contracts. If you do not satisfy these eligibility requirements, you may not register or use the Service.

To access the Service, you must authenticate using passwordless magic links or authorized OAuth providers (such as Google).

• Safeguarding Email Access: Because Clef uses passwordless cryptographic magic links, security of your workspace depends directly on the security of your email account. You are solely responsible for maintaining control over the email address associated with your account.
• Unauthorized Access: You agree to notify us immediately at security@clef.to upon learning of any unauthorized access, compromised email credentials, or security breaches affecting your account.
• Accurate Account Information: You agree to provide accurate, current, and complete registration information and to keep your workspace profile up to date.

All calculations, double-entry reports, charts of accounts, General Index of Financial Information (GIFI) schedule mappings (Schedules 100 & 125), Capital Cost Allowance (CCA Class 8 & 50) schedules, Schedule 1 book-to-tax adjustments, GST/HST tracking, and corporate T2 income tax estimates generated by Clef are algorithmic mathematical tools intended strictly for organizational convenience and preliminary estimations.

You acknowledge and agree that:

• Clef does not verify the legal validity, tax deductibility, or business purpose of your recorded transactions.
• You and your designated professional accountants or tax advisors retain sole and exclusive responsibility for verifying the completeness, accuracy, and regulatory compliance of all financial figures, tax deductions, and returns submitted to the Canada Revenue Agency (CRA), Internal Revenue Service (IRS), or provincial and state revenue authorities.
• Clef expressly disclaims all liability for tax reassessments, penalties, interest charges, audit outcomes, or regulatory actions resulting from your use of the software.

Clef is currently offered to select artists and creators in an early-access / preview program:

• Paid Subscription Introduction: As paid subscription plans are introduced, recurring billing will be processed securely through Stripe Inc. You authorize us to charge your designated payment method on each renewal date.
• Applicable Sales Taxes: Fees are quoted exclusive of applicable sales taxes. Canadian Goods and Services Tax (GST/HST) and provincial sales taxes (PST) are calculated and added at checkout where legally required.
• Cancellation & Support: You may cancel or adjust your subscription or participation at any time by contacting our support team at support@clef.to.
• Refund Inquiries: Inquiries regarding billing adjustments or refund requests are handled directly by emailing support@clef.to.

We believe creators should own their tools and their data:

You agree to use Clef solely for lawful financial and bookkeeping purposes. You agree NOT to:

• Use the Service for money laundering, terrorism financing, fraudulent invoicing, tax evasion, or circumventing sanctions laws.
• Attempt to probe, scan, or breach the security of the Service or bypass database Row Level Security (RLS) tenant isolation boundaries.
• Reverse engineer, decompile, disassemble, or extract source code from the Service.
• Deploy automated crawlers, scrapers, bots, or extraction scripts without express written consent.
• Upload document attachments containing malware, viruses, malicious scripts, or unlawful content.
• Resell, sublicense, timeshare, or operate Clef as a multi-tenant service bureau for unrelated third parties without an authorized partnership agreement.

The Service enables optional integrations with third-party providers (such as Stripe, PayPal, Float, DigitalOcean Spaces, and banking data aggregators).

Your use of third-party platforms is governed by their respective terms and privacy policies. Clef does not control external platforms and expressly disclaims responsibility for third-party service interruptions, API modifications, or inaccuracies in imported financial feeds.

The Service, including the Clef name, wordmarks, "The Layered C" geometric mark, logos, graphic user interfaces, software code, database schemas, documentation, and algorithms, are the exclusive intellectual property of Velveteen Technologies Inc. and are protected by Canadian, US, and international copyright, trademark, and intellectual property laws.

Except for the limited right to access and use the Service in accordance with these Terms, no rights, title, or licenses are granted to you by implication or otherwise.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS.

VELVETEEN TECHNOLOGIES INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR SPECIFIC ACCOUNTING OR REGULATORY REQUIREMENTS; (B) THE SERVICE WILL OPERATE UNINTERRUPTED, SECURELY, OR ERROR-FREE; OR (C) TAX CALCULATIONS AND SCHEDULES WILL PREVENT TAX AUDITS, REASSESSMENTS, OR INQUIRIES FROM GOVERNMENT REVENUE AUTHORITIES.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF BRITISH COLUMBIA AND APPLICABLE CANADIAN LAW, IN NO EVENT SHALL VELVETEEN TECHNOLOGIES INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS EXCLUSION INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, GOVERNMENT TAX PENALTIES, AUDIT PROFESSIONAL FEES, OR ACCOUNTING RECONSTRUCTION COSTS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF VELVETEEN TECHNOLOGIES INC. ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO CLEF IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS ($100 CAD).

You agree to defend, indemnify, and hold harmless Velveteen Technologies Inc., its directors, officers, employees, and agents from and against all third-party claims, liabilities, damages, losses, costs, and reasonable legal expenses arising out of or related to:

• Your Customer Data or any tax filings submitted using outputs from the Service.
• Your violation of these Terms or applicable laws and regulations (including Canadian federal and provincial tax statutes).
• Your breach of any third-party rights, including privacy rights or intellectual property rights.

You may request closure of your account at any time by contacting support@clef.to.

We reserve the right to suspend or terminate your account with immediate effect if you violate these Terms, engage in fraudulent activity, fail to pay subscription fees, or pose an operational risk to other users.

Prior to account deactivation, you may request an export of your general ledger and transaction data by emailing support@clef.to. Deactivation and purge of records are performed in accordance with our Privacy Policy.

These Terms and any dispute, controversy, or claim arising out of or relating to them or the Service shall be governed by, construed, and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

• Mandatory Informal Resolution: Before initiating formal legal proceedings, you and Clef agree to attempt in good faith to resolve any dispute through informal conciliation by providing written notice to legal@clef.to for a period of at least 30 days.
• Exclusive Jurisdiction: You irrevocably attorn and submit to the exclusive jurisdiction and venue of the courts of British Columbia sitting in Vancouver or Kelowna, British Columbia, Canada.
• Waiver of Class Proceedings: To the extent permitted by applicable law, all disputes must be resolved on an individual basis, and you waive any right to bring or participate in any class action, collective proceeding, or representative action against Velveteen Technologies Inc.

• Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and Velveteen Technologies Inc. regarding Clef, superseding all prior oral or written agreements.
• Severability: If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.
• No Waiver: Our failure to enforce any right or provision shall not constitute a waiver of that or any other right.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations in connection with a corporate reorganization, merger, or asset sale.
• Notice of Material Modifications: We reserve the right to modify these Terms. If we make material changes, we will provide at least 14 days advance notice via email or prominent in-app notification.