CM-2026-175 - 7/10/2026 Co, Clearview Al
Purchase Order
Round Rock Police Department
CUSTOMER INFORMATION
Customer: Round Rock Police Department
Billing Address: 221 E.Main Street,Round Rock,Texas,78665
Billing Instructions: Attach or describe unique customer invoicing instructions
Offer Expires: 6/22/2026
ADMINISTRATOR AND BILLING CONTACT INFORMATION
The Administrator is responsible for monitoring,managing,and overseeing the activities of the agency and its users.
Full Name: Emmalee Kohler
Job Title:
E-Mail: ekohler@roundrocktexas.gov
User Role: Primary Administrator
Full Name: Gabe Iniguez
Job Title: Logistics Officer
E-Mail: giniguezC roundrocktexas.gov
User Role: Billing Contact
SUBSCRIPTION TERMS
Product: Clearview Al SaaS-SL(Tool+Cloud Database Access)-Enterprise 6
Total Contract Term Length: 12.00 months
Contract Term Start Date: 1/18/2026
Contract Term End Date: 1/17/2027
Additional Information: Notwithstanding anything to the contrary in the Terms,in no event shall this Order Form
automatically renew and any and all references to automatic renewals in the Terms will not
apply to the Customer.
PRICING INFORMATION AND PAYMENT SCHEDULE
The parties agree that if Customer's subscription to the Clearview Services described herein automatically renews as allowed
under this Order Form,prior to any renewal term,Clearview will notify Customer of any changes to recurring Fees no later than
forty-five(45)day prior to the start of the renewal term.
Payment terms are Net-30.If Customer is required to terminate the Agreement due to lack of funding,as set forth in Section
5.1.4 of the Terms of Service,Customer must provide no less than ninety(90)days'advance written notice prior to the
commencement of Year 2, Year 3 and/or the renewal term,with notice sent to renewols@clearview.ai
CM-2026-175
Oneflow ID 14224422 Page 1/39
PAYMENT DUE DATE AMOUNT DUE
Year 1 Payment,due at Contract Term Start Date $14250.00-50%Discount
One time Professional Service Fees $0.00
By signing this Order Form,I confirm that Customer has completed all required internal procurement procedures and
approvals necessary to purchase this technology.I acknowledge receipt of,and agree to,the Clearview Al Terms of
Service,User Code of Conduct,and Customer Privacy Policy,copies of which are attached hereto and also available for
review within the Clearview Al platform upon login.
This order form("Order Form"),including any exhibits attached to it,is an agreement between Clearview Al,Inc.("Clearview")and the customer
listed above("Customer"or"You").It becomes effective when You sign it.By signing,You agree this Order Form is subject to Clearview's Terms of
Service,User Code of Conduct,and Customer Privacy Policy("Terms"),copies of which are attached hereto.The Terms become effective for You
and Your Users either when You first start using Clearview's Services or Products,whether through a free trial or paid subscription,or when You
make a payment under this Order Form,whichever is earlier.The Terms govern Your access to and use of Clearview's Services and Products.
Clearview may suspend Your access unless and until it receives payment from You.
Clearview Al Sole Source Affidavit-2026.pdf(2 pages,appended below)
r Download 2D54CA6590D238ABEA24F30D5FE02819744849A9C80778DCF7027DB698586906
Clearview Al Terms of Service&Privacy Policy-3.6.26.pdf(27pages,appended below)
i Download - _ iEDC42872BDD1340299F9B83AE23825BB
Clearview Al W9-March 2026.pdf(6 pages,appended below)
Download A38626E49B413F43A85E7924062361CB9877F40A33238AF096B9B77272ACFAGD
Oneflow ID 14224422 Page 2/39
Participants
CLEARVIEW Al,INC.United States
Influencer
Tyler Mcarthur
tyler.mcarthur@clearview.ai
Delivery channel:Email
Viewer
Randa Rhodes
randa.rhodes@clearview.ai
Delivery channel:Email
Viewer
Scott Geiser
scott.geiser@clearview.ai
Delivery channel:Email
Sal'-&m Lee 06/26/2026
Signatory
Jai-Sun Lee
jaisun.lee@clearview.ai
Delivery channel:Email
Viewer
Patrick Schoenberg
Invoicing Specialist
patrick.schoenberg@ clearview.ai
Delivery channel:Email
Viewer
Jonathan Maroko
jonathan.maroko@clearview.ai
Delivery channel:Email
Influencer
Kristin Luciano
COO&Deputy General Counsel
kristin.luciano@clearview.ai
Delivery channel:Email
Oneflow ID 14224422 Page 3/39
TX-ROUND ROCK-POLICE DEPT United States
Viewer
Gabe Iniguez
giniguez4roundrocktexas.gov
512-218-6690
Delivery channel:Email
Viewer
amarmarinos(Proundrocktexas.go
v 512.801.0887
Delivery channel:Email
-JAE9-1f-t 07/13/2026
Signatory
Brooks Bennett,City Manager
Delivery channel:Email
Oneflow ID 14224422 Page 4/39
CLEARVIEW Al UNIQUE ATTRIBUTES / SOLE SOURCE - 2026
Clearview Al is a unique facial recognition search engine that enables users to search publicly available online images.
Clearview Al's patented, proprietary technology enables a user to upload an image of a face and generate a set of search
results that contains images of highly visually similar faces from images located across the internet. Clearview Al is the
sole provider of the following combination of functionalities,features,and services.
EXCLUSIVE CAPABILITIES AND DATABASES
Clearview Al maintains a proprietary database of 50+ billion facial images sourced from the public internet, representing
the largest and most comprehensive facial recognition database available to government agencies.
Unique attributes of Clearview AI's services include:
• Largest Public Database: Facial recognition searches of publicly accessible online facial imagery for supporting
official,authorized work of government agencies.
• Source Attribution: Providing facial images alongside links to the webpages where they originally appeared.
• Advanced Compliance & Oversight Tools: Tools to facilitate system oversight, compliance with user agency
policies, auditing,sharing and reporting features.
• Unified Platform: A unified platform of identity management, allowing for customized gallery image enrollments,
still image extraction, public online imagery access,and facial recognition capability.
• Multi-Database Architecture: The only solution offering integrated access to public internet imagery, shared
agency selected galleries,and agency-specific custom databases within a single platform.
CRITICAL DIFFERENTIATORS FROM ALTERNATIVE SOLUTIONS
Vendors offering only mugshot database searches fundamentally cannot and do not provide equivalent functionality to
Clearview AI's comprehensive solution due to Clearview AI's capability to additionally search public online images.
Clearview Al participates in the National Institute of Standards and Technology's ("NIST") Face Recognition Vendor Test
("FRVT") and its algorithm has consistently achieved greater than 99% accuracy across all demographics.'
Clearview Al also holds U.S. Patent No. 11,250,266, titled "Methods for Providing Information About a Person Based on
Facial Recognition;' granted by the U.S. Patent and Trademark Office in 2022. The patent protects Clearview AI's core
capability to match images from publicly available sources across the internet using its proprietary algorithm.
The above statement is made in good faith,with due diligence and a current assessment of the market.
THOMAS JACKSON MULCAIRE
Chief Legal Officer
Clearview Al, Inc.
' This refers to performance in the categories of Demographic Effects on Visa-Border and Mugshot photos in the NIST Facial Recognition Vendor Test in the 1:1
setting,as well as performance in the Mugshot-Mugshot,Mugshot-Webcam,Visa-Border,Border-Border(>10 YRS),Mugshot-Mugshot(>_10 YRS)categories of the
1:N Investigative setting(as determined by testing conducted in June 2024).
� 1321 Upland Dr.#21141 www.clearview.ai
Co, Clearview A I Houston,Texas 77043 info@clearview.ai
Oneftow ID 14224422 Page 5/39
NOTARY ACKNOWLEDGMENT
State of Virginia
County of Henrico
On 02/09/2026 before me,the undersigned notary public, personally appeared
Thomas Jackson Mulcaire
proved to me through satisfactory evidence of identification,
which was US Driver License .to be the person(s) whose name(s) is/are signed
on the preceding or attached document, and acknowledged to me that he/she/they signed it voluntarily for its
stated purpose.
lAa'(4 d"'& O-j Notary Public Signature
Antonio Leshone Bradshaw Printed Name of Notary Public
My Commission Expires: 06/30/2027
[NOTARY SEAL]
i E,"`IT"o% G Antonio Leshone Bradshaw
z
N ' =
REGISTRATION NUMBER
7845247
naipa'a���� COMMISSION EXPIRES
ID
IP/j1jII \\\�`��\\ June 30,2027
Notarized remotely online using communication technology via Proof.
� Al1321 Upland Dr.#21141 www.clearview.ai
Co, C I ea ry i eW A Houston,Texas 77043 info@clearview.ai
Oneflow ID 14224422 Page 6/39
CLEARVIEW Al. INC TERMS OF SERVICE
Last Updated: March 6,2026
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE CLEARVIEW WEBSITE, PRODUCTS, SERVICES
AND ASSOCIATED SOFTWARE OF CLEARVIEW Al, INC. IS CONDITIONED UPON YOUR COMPLIANCE WITH AND
ACCEPTANCE OF THESE TERMS AND THE USER CODE OF CONDUCT. PLEASE REVIEW THOROUGHLY BEFORE
ACCEPTING.
How These Terms Apply to You
1. If the Customer executes an Order Form, accepts an End User License Agreement through an Authorized
Reseller, or incorporates these Terms into a purchase order or other procurement document,these Terms
become effective through that executed agreement.
2. For users who have not executed such an agreement,these Terms become effective by clicking"I Accept"
or similar acknowledgment,or by accessing or using the Products or Services.
This Agreement governs the access, use, and provisioning of the Products and Services provided by Clearview or
through an Authorized Reseller and licensed to Customer. By ordering Products or Services or accessing or using
the Products or Services, Customer agrees to be bound by these Terms. Clearview and Customer are sometimes
referred to individually as "party", and collectively as "parties". If there is a conflict between the Order Form and
this Agreement (as updated from time to time in accordance with Section 15 below),the Order Form will prevail. If
You, as the Customer, already agreed to a Terms of Service or an End User License Agreement before the
published/last updated date set forth in these Terms, any clauses in Your prior agreement pertaining to local laws
or applicable to Your specific jurisdiction, including a Location Specific Addendum, will continue to be valid and
enforceable. These local law specific provisions remain unchanged and will continue to apply to You after the
published/last updated date of these Terms.
DISCLAIMER: As with any search engine,search results established through Clearview and any related systems and
technologies that Clearview may provide are indicative and should not be considered definitive. Clearview makes
no guarantees as to the accuracy of its search and identification software or the data returned by its Products and
Services. Clearview's facial recognition algorithm has been tested by the National Institute of Standards and
Technology's Facial Recognition Technology Evaluation program, and relevant results can be found here and here.
The performance of Clearview's facial recognition technology can differ from test results under real-world
conditions. The quality of a submitted probe image, the availability or lack of online images or other publicly
available data of a depicted individual in Clearview's Database,and other factors can impact and potentially reduce
the accuracy of the Clearview search results. A set of search results produced by the Clearview search engine may
contain a mix of data pertaining to the person depicted in the probe image or query and incidental data pertaining
to other individuals. Clearview is neither designed, nor intended, to be used as a sole-source system for
establishing or confirming an individual's identity. Customer is responsible for independently verifying any
information or data obtained through the Products and Services before relying on it in relation to any legal process.
The parties incorporate by this reference the above clauses,and agree as follows:
1. DEFINITIONS.
The following definitions will apply in this Agreement,and any reference to the singular includes a reference to
the plural and vice versa.
1.1. "Access Credentials" means the necessary security keys, secrets, tokens,and other credentials to access
the Clearview APIs. The Access Credentials enable Clearview to associate Customer's API Program with
Customer's use of the Clearview APIs.
Oneflow ID 142244221 Page 7/39
1.2. "Account Data" means information provided by Customer or its Users in connection with account
registration, administration, and use of the Products and Services, including User name, rank or title,
contact information, employer or agency name, IP addresses, browser information, geographic location,
and in-app activity, including login and search history(e.g.,timestamps and frequency of searches).
1.3. "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common
control with Clearview,whereby control means owning 50%or more of voting stock.
1.4. "Agreement" or "Terms" means these Terms of Service,together with all Exhibits,Order Forms, Location
Specific Addendum, End User License Agreements, and incorporated policies.
1.5. "APIs" means a set of Clearview application programming interfaces,software code,tools, unique access
key or link assigned, documentation, information, or materials with the functions and procedures that
allow the Customer to make use and access the features and algorithm of Clearview,Clearview's Products
and Services, Database,Customer Equipment,other developer services,and associated software.
1.6. "Authorized Reseller" means an entity that is authorized by Clearview to market and sell Clearview's
Products and Services to a government agency authorized to carry out official government tasks, national
security, intelligence, counterintelligence, military operations, law enforcement, public safety, public
defender, or criminal investigative work.The relationship between Clearview and the Authorized Reseller
will be pursuant to a separate agreement executed between Clearview and Authorized Reseller.
1.7. "Authorized User" means an individual who is employed by or under the legal direction of the Customer
and is authorized to carry out official government tasks on behalf of the Customer.Any and all Authorized
Users must be approved by the Executive User to access and use the Products and Services.
1.8. "Beta Services" means any features, modules, or applications labeled as "Pre-Release," "Alpha," "Beta,"
or the like. Beta Services are not part of the Products or Services, even if Customer elects to use them
with the Products or Services.
1.9. "Clearview", "We", or "Our" means Clearview Al, Inc., its Affiliates,Subsidiaries,successors and assigns.
Clearview Al, Inc. is the sole contracting party under this Agreement and may use its Affiliates and
Subsidiaries in the development, improvement,or delivery of the Products and Services.
1.10."CaaS Content" means any and all data that Clearview may collect or generate during the performance of
CaaS Services. CaaS Content is the sole property of Clearview, subject to Clearview's unlimited rights.
CaaS Content is not included in the definition of Content.
1.11."CaaS Services" means data collection and crawling services performed by Clearview on behalf of the
Customer,as further outlined on the applicable Order Form.
1.12."Clearview Parties" means Clearview, its Affiliates, Subsidiaries, and their respective directors, officers,
employees,and agents.
1.13."Clearview Confidential Information" means (i) any and all documents and other materials that are
marked as being confidential or proprietary, and (ii) any and all information that one would reasonably
deem to be confidential given the nature of the information and the circumstances regarding its
disclosure, including, but not limited to, trade secrets, proprietary information, object and source code,
know-how, business operations, proposed products and services, research and development, business
forecasts, finances, Clearview-provided documents, and customer lists. Nothing in this definition limits
Customer's obligations under applicable public records, freedom of information, or similar laws.
Customer's confidentiality obligations are set forth in Section 6.1.
Oneflow ID 142244222 Page 8/39
1.14."Cloud Product" means Clearview's search engine platform and related functionality, hosted remotely
and accessed via the Internet, Database, publicly-available data indexing and search functionality,
licensed by the Customer and listed on the applicable Order Form.
1.15."Content" means any text, files, images, photos,videos,sounds,or other materials uploaded,submitted,
or otherwise provided by Customer or its Users to Clearview through the Products and Services, including
search queries and any information submitted to generate search results. Content does not include(i)the
Database,(ii)Account Data,or(iii)CaaS Content.
1.16."Country of Concern" means any country designated as such under 28 C.F.R. Part 202. As of the
published date of these Terms, this includes: China (including Hong Kong and Macau), Cuba, Iran, North
Korea, Russia,and Venezuela.
1.17. "Covered Data Transaction" means any transaction that involves any access by a Country of Concern or
Covered Person to any government-related data or bulk U.S.sensitive personal data and that involves: (1)
Data brokerage;(2)a vendor agreement;(3)an employment agreement;or(4) an investment agreement.
1.18. "Covered Person" means any person meeting the definition of "covered person" under 28 C.F.R. §
202.101, as amended from time to time, including foreign persons owned or controlled by, employed by,
or resident in a Country of Concern. The Covered Persons List is maintained by the National Security
Division at https://www.justice.gov/nsd.
1.19. "Customer" or "You" means a government agency authorized to carry out official government tasks,
national security, intelligence, counterintelligence, law enforcement, public safety, public defender, or
criminal investigative work;or any contractor or individual authorized to carry out such tasks on behalf of
the foregoing entities who enters into or has entered into a legal relationship under an Order Form with
Clearview or an Order Form that is submitted by an Authorized Reseller on behalf of Customer and is
accepted and countersigned by Clearview.
1.20. "Customer Equipment" means any computing platforms, computer hardware, cloud computing
environments, or other IT infrastructure that is owned, licensed or controlled by the Customer or a third
party for use by Customer, and which is used to access or use any Clearview Product, application or
service, including, but not limited to the Cloud Product or any Clearview APIs. This includes, but is not
limited to, servers, computers, mobile devices, tablets, virtual machines, containers, cloud-based
compute and storage services, or other equipment where the Customer has installed,deployed, hosted,
or maintained the Clearview APIs.
1.21. "Database" means all data collected by Clearview including images,facial vector data,and other publicly
available information, produced or compiled by Clearview and hosted in a cloud storage database, or
databases searchable by Customer.The Database does not include Customer Content.
1.22. "Debarred List" means a list maintained by the U.S. General Services Administration of parties excluded
from receiving federal contracts or certain subcontracts and from certain types of federal financial and
nonfinancial assistance and benefits.
1.23. "Denied Persons List" means a list published by the U.S. Department of Commerce's Bureau of Industry
and Security that identifies individuals and entities that have been denied export privileges.
1.24. "End User License Agreement"means the Clearview license agreement provided to the Customer for the
purpose of licensing access and use to the Products and Services when the Customer purchases the
Products and Services through an Authorized Reseller.
Oneflow ID 142244223 Page 9/39
1.25. "Entity List" means a list published by the U.S. Department of Commerce's Bureau of Industry and
Security of certain foreign persons, including businesses, research institutions, government and private
organizations,and individuals,that are determined to be a potential risk for illegal exports.
1.26. "Executive User" or "Administrator" means the individual(s) designated by Customer who has
administrative privileges over Customer's Clearview account, including search history, audit, approval,
User management, and suspension capabilities over all Users associated with such Customer account.
1.27. "Fees" means all fees,charges,and applicable taxes payable by Customer to Clearview,or by Customer to
an Authorized Reseller, for a license and right to use and access the Products and Services. In the event
the Customer purchases the Clearview Products and Services through an Authorized Reseller, the
payment terms shall be as outlined in the Reseller Forms and such payment terms will be provided by the
Authorized Reseller to Clearview on a Clearview approved Order Form.
1.28. "Galleries Product" means a private image database comprised of images and Content uploaded,shared
or provided by the Users in the Customer account, which Customer may search probe images against.
Images uploaded into this product are not combined with the Clearview Database(as defined above).
1.29. "Intellectual Property" includes, without limitation, Clearview's Products and Services (including any
materials, deliverables or code provided as part of the Services)and all inventions,software,technology,
patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks,
service marks, methodologies, know-how,tools, models,templates,source code,object code, algorithms,
user interfaces and screen designs, metrics, analytics and data generated or processed by Clearview or
Clearview's software or systems, whether pre-existing or created after the effective date of the Order
Form, and whether developed by Clearview or a third party, including any modifications,enhancements
and derivatives thereof (including without limitation, metrics, data, analytics and other information
generated or processed by such Services).
1.30. "Location Specific Addendum" means additional legal terms that apply to the Customer's access and use
of the Products and Services based on the jurisdiction of where the Customer is located. If applicable,the
Location Specific Addendum can be viewed in the Customer's Clearview account. In the event of a
conflict between the Location Specific Addendum and these Terms,the Location Specific Addendum shall
prevail with respect to such conflict.
1.31. "Order Form" means (i) an order placed by Customer for Products or Services through a Clearview
on-line registration or e-signature page, a trial account, Clearview provided order form, or a form
otherwise approved and signed by Clearview; or (ii) a mutually executed order form or similar ordering
document signed by Clearview and Authorized Reseller describing commercial information and related
terms for Customer's purchase of the Products and Services.
1.32. "Professional Services" means the configuration and provisioning, integration, support, and other
professional services related to Customer's use and access to the Products that are specified in an Order
Form.
1.33. "Processing Tools" means tools, services, or capabilities used to process Content for purposes of
providing, enhancing, or supplementing the Products and Services, including, without limitation, image
analysis,quality enhancement, data extraction,synthetic media,or deepfake detection capabilities.
1.34. "Reseller Forms" means additional agreements and forms Customer signs when purchasing Clearview
Products and Services through an Authorized Reseller. If there is a conflict between the Reseller Forms,
this Agreement or a Clearview End User License Agreement(if applicable),the order of precedence is the
End User License Agreement,this Agreement,and then the Reseller Forms.
Oneflow ID 14224422 4 Page 10/39
1.35. "Services" or "Products" means Clearview's mobile-accessible and web browser platform, Professional
Services, facial imaging and search software, data search and analytical tools, APIs, Database, Cloud
Product, data indexing and search functionality, and any ancillary products or services purchased by the
Customer and listed on the applicable Order Form.
1.36. "Service Provider" means any cloud-based service provider that processes data on Clearview's behalf to
assist in providing, maintaining, or improving the Products and Services.
1.37. "Specially Designated Nationals List" means a list published by the U.S. Department of the Treasury's
Office of Foreign Assets Control (OFAC)that identifies individuals and companies owned or controlled by,
or acting for or on behalf of, targeted countries, as well as individuals, groups, and entities, such as
terrorists and narcotics traffickers.
1.38. "Subsidiary" means a company that is wholly or partially owned and controlled by Clearview Al.
1.39. "Unverified List" means a list published by the Bureau of Industry and Security("BIS")of foreign persons
for whom BIS has been unable to verify end-use checks and other information related to exports.
1.40. "User"means the Authorized Users and the Executive User(s).
2. LICENSE TERMS.
Users may only use and access the Products and Services pursuant to these Terms. Customer is responsible for
itself and its Users' access to and use of the Products and Services and shall abide by, and ensure compliance
with, all applicable laws in connection with the Customer's and its Users' use of the Products and Services,
including but not limited to, laws related to intellectual property, data privacy, export control, and any laws
applicable to Customer's use of facial recognition technology. Use of the Products and Services is void where
prohibited.
2.1. Subject to payment of all applicable Fees and Customer's adherence to these Terms, Clearview grants
Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to install and
run (to the extent applicable), access and use the Products and Services.This license is applicable to the
Customer and its authorized Users only. This right extends to any copies, corrections, bug fixes,
enhancements, modification, or new versions of the Products and Services created by Clearview for the
purpose of providing the Products and Services to Customer. Any and all information Customer or its
Users submits to Clearview in order to register for and/or use certain Products and Services must be
accurate. Customer is entirely responsible for maintaining the security of the login information of its
Users and agrees its Users shall not disclose such information to any unauthorized third party. Clearview
retains all rights, titles, and interests in the Products and Services (and any copy thereof), including all
related Intellectual Property rights.Any attempt by You to transfer any of the rights,duties,or obligations
hereunder, except as expressly provided for in these Terms is void. Clearview reserves all rights not
expressly granted under these Terms with respect to the Products,Services, and otherwise.
3. USES.
3.1. Permitted Uses.
3.1.1. Before accessing the Clearview Products and Services, all Users must complete a
training on how to use such Products and Services in accordance with these Terms, User
Code of Conduct, and Principles. While Clearview provides training on the technical use
of its Products and Services, the Customer is responsible for developing and delivering
any additional internal policies, processes, and training necessary to ensure lawful and
ethical use, and to ensure its Users are fully informed, properly trained, and compliant
Oneflow ID 142244225 Page 11/39
with the Customer's own training requirements, guidelines and all applicable laws.
Customer will assign at least one Executive User to act as liaison between Customer and
Clearview. The Executive User is responsible for providing and maintaining a list to
Clearview of who is an Authorized User and overseeing the Authorized Users' use of the
Products and Services, all of which must be in accordance with the User Code of
Conduct. Users shall only use the Products and Services for official government
purposes, all of which must be done in compliance and consistent with any local,state,
federal, international, or other applicable law. Users shall not use the Products and
Services for any purpose other than those within the scope of their authorized official
government duties. Customer will comply with all applicable law, regulation, and third
party rights (including, without limitation, laws regarding the import or export of data,
biometric data,software, privacy, and local laws).
3.1.2. Customer represents and warrants that it is fully able and competent to enter into
the terms, conditions, obligations, affirmations, representations, and warranties set
forth in this Agreement, and to abide by and comply with this Agreement. Customer's
access may be terminated without warning if Clearview believes that Customer is
otherwise ineligible.
3.1.3. Customer will only access(or attempt to access)an API by the means described in
the documentation of that API. If Clearview assigns Customer Access Credentials (e.g.
client IDs), Customer must use them with the applicable APIs. Customer will not
misrepresent or mask its identity when using the APIs or developer accounts. The
Clearview APIs are intended only for use within the Customer's organization. The
Customer may not share access to the Clearview APIs with any third party or make them
publicly available. The Clearview APIs can only be hosted on private platforms restricted
to the Customer's internal Users. Public platforms,or other external-facing servers must
not be given access to the Clearview APIs.
3.1.4. Clearview sets and enforces limits on Customer's use of the APIs(e.g. limiting the
number of API requests that You may make or the number of Users it may serve), in our
sole discretion. Customer agrees to,and will not attempt to circumvent,such limitations
documented with each API. Notwithstanding the foregoing, any API usage limits
expressly set forth in an applicable Order Form or Service Level Agreement shall govern
over any general limitations imposed under this Section. If Customer would like to use
any API beyond these limits, Customer must obtain Clearview's express consent (and
Clearview may decline such request or condition acceptance on Your agreement to
additional terms and/or charges for that use). To seek such approval, contact the
relevant Clearview API team for information.
3.2. Prohibited Uses.
3.2.1. Customer agrees that it will not, and ensure that its Users do not: (i) modify,
disassemble, decompile, prepare derivative works of, reverse engineer or otherwise
attempt to gain access to the source code of the Products or Services; (ii) knowingly or
negligently use the Products and Services in a way that abuses, interferes with, or
disrupts Clearview's networks, Your account, or the Products or Services; (iii) use the
Products or Services to engage in illegal,fraudulent,false,or misleading activity; (iv) use
the Products or Services to engage in activity that would discriminate against any
person or violate any person's civil rights; (v) use the Products or Services to transmit
any material that it unlawfully possesses; (vi) build or benchmark a competitive product
or service, or copy any features, functions or graphics of the Products or Services; (vii)
upload or transmit any software, Content, or code that does or is intended to harm,
disable, destroy or adversely affect performance of the Products or Services in any way
Oneflow ID 14224422 6 Page 12/39
or which does or is intended to harm or extract information or data from other
hardware, software or networks of Clearview or other users of the Products of Services;
(viii) engage in any activity or use the Products or Services in any manner that could
damage, disable, overburden, impair or otherwise interfere with or disrupt the Products
or Services, or any servers or networks connected to the Products or Services or
Clearview's security systems; (ix) use the Products or Services in violation of this
Agreement and any local, state, federal, or other law, including but not limited to
anti-spam, export control, and anti-terrorism laws, trade agreements or treaties; (x)
permit multiple Users to access the Products or Services using a single email address and
password or simultaneously access the Products or Services using the same login
credentials; or(xi) unless expressly authorized under the Order Form, permit any User to
conduct searches at the request of, or to fulfill the search needs of, other individuals
within Customer's organization who are not separately licensed Users.
3.2.2. With respect to the Products and Services, You and all Users are prohibited from
engaging in the following acts: (i) using the Products or Services for a commercial
purpose; (ii) selling, marketing, or licensing any photographs or other information
discovered using the Products or Services; (iii) infringing on any known copyright
discovered with or accessed by the Products or Services; (iv) permitting anyone other
than an Authorized User or Executive User to use or access Your Clearview account or
the Products or Services; (v) using any automated systems or software to extract the
whole or any part of the Products and Services,the information or data on or within the
Products and Services, including image search results or source code, for any purposes
(including uses commonly known as "scraping"), or reverse engineer the Products and
Services; or (vi) bypass security protocols or attempt to log in with the same account
credentials from two different locations at the same time.
3.2.3. Except for Your own internal authorized use,You are strictly prohibited from using
the APIs, Customer Equipment, Products or Services to develop or create any products
or services which compete with the Products and Services (Clearview Al, the open
internet search engine for official government use). Except for an Authorized Reseller,
You are prohibited from sublicensing, reselling, or distributing the Products, Services,
and APIs. If a Product or Service has any defined limit or restriction on usage(such as a
search count listed on an Order Form), and the Customer intentionally circumvents or
manipulates that limit through any means, the User will be deemed in violation of this
Agreement. Clearview reserves the right to suspend or terminate the Customer's access
to any and all Products and Services if such intentional circumvention is discovered.
3.3.Security
3.3.1. You are responsible for the activities of all Users who access or use the Products
and Services through Your Account and You agree that any such Users will comply with
the terms of this Agreement. Clearview assumes no responsibility or liability for
violations by You or Your Users. If the Customer or the Executive User becomes aware
of any violation of this Agreement in connection with its Users use of the Products or
Services by any person,You must immediately contact the Clearview legal department at
IeealPclearview.ai. The Executive User acknowledges and agrees that it will cooperate
with a member of the Clearview security or legal team for the purpose of completing its
investigation of any alleged misuse, complaint, violation of these Terms, or applicable
law. Clearview may investigate any complaints and violations that come to its attention
and may take any (or no) action that it believes is appropriate,including, but not limited
to issuing warnings, removing Content,or terminating accounts and/or User access.
Oneflow ID 14224422 7 Page 13/39
If Clearview suspects or receives a report that the Customer or a User has misused the
Products and Services, breached these Terms, or violated any applicable law, the
Customer must cooperate with Clearview to perform an audit of the Customer's account
to investigate the reported issue and/or ensure compliance with this Agreement. If such
audit reveals that Customer or its Users provided unauthorized access to users not
permitted under this Agreement, or used the Products or Services in violation of this
Agreement, Clearview may(i)terminate this Agreement, (ii)suspend Customer access to
the Clearview Products and Services,or(iii)suspend access to the Products and Services
unless and until the Fees are adjusted to reflect the Customer's actual usage of the
Clearview Products.
3.3.2.You will not use any automatic or manual device or process to interfere or attempt
to interfere with the proper working of the Clearview APIs, except to remove the
Clearview APIs from a hardware, Customer Equipment,or computer of which You are an
owner or authorized user in a manner permitted by these Terms.You may not violate or
attempt to violate the security of the Clearview APIs. Clearview reserves the right to
investigate occurrences which may involve such violations, and may involve, and
cooperate with, law enforcement authorities in prosecuting Users who have participated
in such violations.
You will ensure that the Customer Equipment is maintained, developed with, and
contains protections that are adequate to keep secure and prevent the interception of
any APIs transmitted to or from such Customer Equipment. You will ensure that the
Customer Equipment transmits data with protocols that are at least as secure as those
being used by the Clearview APIs, and in any event with protocols as secure as 128-bit
SSL encryption. You will not attempt to circumvent any security measures or technical
limitations of the APIs.You will immediately notify Clearview of any security deficiencies,
vulnerabilities, or bugs that You discover, or suspect have resulted in or that reasonably
may result in any theft, loss, misuse, or unauthorized access to or use of Clearview data
or the APIs.
3.3.3. Access Credentials (such as passwords, keys, and client IDs) are intended to be
used by You and identify Your Customer Equipment. You will keep Your Access
Credentials confidential and Access Credentials may not be embedded in open source
projects. If You do not log in to Your API account for six (6) or more months, or we
receive a bounce back that Your email is no longer in service,we may treat Your account
as"inactive"and permanently delete the account and all the data associated with it.
4. PAYMENT TERMS.
4.1. Forms. If You elect to pay Your Fees with a credit card,You agree that Clearview may charge
the credit card or other payment mechanism selected by You and approved by Clearview("Your
Account") all amounts due and owing for the Products and Services, including applicable taxes
and service fees, set up fees, subscription fees, or any other fee or charge associated with Your
Account, all of which is set forth in Your Order Form or Clearview provided invoice. Except for an
Order Form approved by Clearview from an Authorized Reseller, if You provide Clearview with
Your own purchase order document, unless otherwise agreed to by the Clearview Chief Revenue
Officer and Legal Team, such document shall be construed solely as evidence of Customer's
internal business processes or terms, and the terms and conditions contained on such document
will be of no effect with respect to this Agreement between the parties.
4.2. Monthly. If Your Account is on a month-to-month term, Clearview will charge the credit card
that You provide on a monthly basis for the Products and Services commencing on the date Your
Account is first activated and each month thereafter. In the event that Clearview is unable to
Oneflow ID 14224422 8 Page 14/39
process Your payment for the Products and Services,You will have seven(7)days to provide new
credit card information to pay for the Products and Services, otherwise Your access to the
Products and Services may be terminated by Clearview in its sole discretion.
4.3. Term. If Your Account is for a specific term period, then You shall pay for the Products and
Services as outlined on Your Order Form or Clearview invoice within thirty(30)days after the date
of such invoice, and in the method(s)specified by Clearview(without any deduction or set-off)or
as instructed by the Authorized Reseller.
4.4. Late Payments. The late charge provision in this Section 4.4 will not apply to Customers
where applicable law prohibits the Customer from contractually agreeing to late fees or
interest. To the extent the jurisdiction that You are located in allows You to incur late charges for
failure to pay Fees in a timely manner, any amounts arising in relation to this Agreement not paid
when due will be subject to a late charge of one and one-half percent (1.5%) per month on the
unpaid balance or the maximum rate allowed by law,whichever is less.Without prejudice to Your
rights set out elsewhere in this Agreement,all Fees are non-refundable and payable in advance. If
You fail to pay an invoice when due and payable, Clearview has the right (without limitation of
any other remedies hereunder or under applicable law or in equity) to immediately suspend or
restrict Users' access to the Products and Services, or to revoke or suspend (in whole or in part)
the revocable license granted herein.
If applicable, if Clearview does not receive payment from an Authorized Reseller for the Products
and Services outlined on the Order Form,Clearview may immediately suspend Customer's access
to the Products and Services, this Agreement, or any Order Form by providing written notice to
Customer. However, in Clearview's sole discretion, it may instead choose to directly collect Fees
from the Customer in order to prevent any suspension in Customer's access to the Products and
Services. Clearview reserves the right to directly pursue payment from the Customer if an
Authorized Reseller fails to submit payment to Clearview as outlined on the Order Form.
4.5. Price Changes. Clearview reserves the right to change the pricing for Products and Services
at any time, including those previously offered for free. However, the pricing listed on a
Customer's Order Form shall govern over any pricing changes for the duration of the initial term
period specified in the Order Form (this does not include automatic renewal periods). After the
initial term period specified in the Order Form expires,Clearview will notify the Customer of any
pricing changes applicable to renewed terms and give the Customer an opportunity to terminate
access before being charged the new pricing. For Products or Services that were previously free,
Clearview will not begin charging a fee during the initial term specified in the Order Form unless
the Customer has been notified of the applicable fees in advance and has agreed to the pricing
change. Clearview reserves the right to revoke or limit the Customer's use and access to such
previously free features at its sole discretion if it chooses to charge for them later. Products or
Services designated as beta, preview, early access, or similar pre-release offerings may be
transitioned to paid offerings or discontinued at any time upon reasonable notice to the
Customer.
4.6.Taxes.
4.6.1. If You are exempt from applicable taxes incurred or to be charged under this
Agreement, upon Clearview's request, You will provide Clearview with proof of or an
executed certificate of such tax exemption. Notwithstanding the foregoing, if You are not
tax exempt, then the Fees covered by this Agreement are exclusive of any excise,sales,
use, gross-turnover, value added, goods and services tax or other similar types of
indirect taxes,duties or tariffs(however designated, levied or based and whether foreign
or domestic) ("Indirect Taxes") imposed or levied, currently or in the future based on
applicable legislation, on the Products and Services provided under this Agreement.
Unless otherwise agreed between the parties, Customer will be liable for compliance
Oneflow ID 14224422 9 Page 15/39
with and payment of such Indirect Taxes. Clearview shall include the Indirect Taxes on its
invoice to Customer and remit such Indirect Taxes to the relevant authority if required by
applicable law. For the avoidance of doubt,Clearview will be responsible for direct taxes
imposed on Clearview's net income or gross receipts.
S. TERM AND TERMINATION.
5.1. Term. The term of this Agreement commences on the earlier of(i) the date Customer first
accesses or uses the Products or Services, or(ii)the date Customer executes an Order Form,and
continues until terminated in accordance with this Section 5. If You purchase the Products or
Services for a specific term (as further set forth in Your Order Form), the termination will be
effective on the last day of the then-current term, renewal term, or in the case of a
month-to-month Agreement, upon written notice of Your desire to terminate the Agreement at
the end of the applicable month. Either party may terminate any applicable renewal term by
providing the other party with notice of non-renewal at least 30 days before the end of the
applicable renewal term. If You fail to comply with any provision of this Agreement beyond any
applicable cure periods,Clearview may immediately terminate(i)Your access to the Products and
Services , (ii) an Order Form, or (iii) this Agreement, and retain any Fees previously paid by You.
Upon the expiration of this Agreement,to the extent You continue to access and use the Products
and Services, the terms of this Agreement will continue to apply in full.Those provisions that by
their nature are intended to survive termination or expiration of this Agreement shall so survive.
Upon any termination of this Agreement, You and Your Users must cease any further use of the
Products and Services.
This Agreement may be terminated in the following ways:
5.1.1. By mutual agreement: This Agreement may be terminated at any time, without
payment of any penalty, except such refund or payment as shall be mutually consented
by both parties,if any, by mutual agreement of the parties.
5.1.2. By breach: If either party is in material breach of this Agreement and such failure
has not been cured within fifteen (15) days of receiving written notice of such breach,
then the non-breaching party has the right to terminate the Agreement. The parties
agree to endeavor in good-faith negotiations to resolve any dispute under this section
before terminating the Agreement. Clearview will not issue or provide any refund for
Fees paid in advance if this Agreement is terminated due to Your breach of the
Agreement.
5.1.3. By impossibility of performance: Neither party to this Agreement shall be
deemed to be in violation of this Agreement if it is prevented from performing any of its
obligations hereunder for any reason beyond its control, including without limitation,
acts of God or of the public enemy, war, flood or storm, strikes, or changes in an
applicable statutory regulation or rule of any federal, state, or local government, or
applicable agency thereof. If the Agreement is terminated due to impossibility of
performance pursuant to this Section 5.1.3, and to the extent permitted by applicable
law, Clearview shall provide such refund as may be equitable based upon the length of
time remaining during the Customer's specific term and other equitable factors such as
Clearview's expenses in the course of performance.
5.1.4. Lack of Funding — Government Agencies: If the necessary funds to fulfill the
payment obligations under this Agreement are not allocated for the Customer's
upcoming fiscal year, then Customer shall be permitted to terminate the Agreement
early by providing no less than ninety (90)days'advance written notice,or such shorter
period as required by Customer's applicable law, setting forth proof of such lack of
Oneflow ID 1422442210 Page 16/39
funding. In the event of such termination due to lack of appropriated funds, the
Customer shall not be entitled to any reimbursement of any amounts or Fees paid or
prepaid in advance to Clearview under the Agreement.
5.2 Termination. Upon termination of these Terms,You will immediately stop using the Products,
Services, associated APIs and Cloud Product. Clearview may independently communicate with
any account owner whose account(s) are associated with Your Customer Equipment or API and
Access Credentials to provide notice of the termination of Your right to use the Customer
Equipment for an API. Upon termination or expiration of these Terms or of access to an API, or
upon written request of Clearview, You shall (i) promptly destroy or return the APIs in whatever
form they may be held by You, including the destruction or return of any and all documents and
other materials associated with such APIs and Cloud Product and all copies thereof, and (ii)
confirm in writing (in a form to be approved by Clearview) to Clearview that You have complied
with the obligations set forth in this Section.
5.3 Post-Termination Data. Following expiration or termination of this Agreement, Customer may
request deletion of Content and Account Data associated with its account by submitting a written
request to its Account Executive or Customer Success Manager. Upon Clearview's
acknowledgement of receipt of such request, Clearview will complete the deletion within
forty-five (45) days, unless Clearview is required to retain such Content or Account Data under
applicable law, regulation, or court order, or to comply with litigation holds, regulatory
investigations, audit requirements, or other legal retention obligations. Where Clearview retains
Content or Account Data pursuant to a legal retention obligation, Clearview will delete such data
promptly after the obligation expires. Clearview's collection and retention of Account Data during
the term of this Agreement is further described in Clearview's Privacy Policy.
6. CONFIDENTIALITY.
6.1. To the extent legally permissible, Customer shall not disclose Clearview Confidential
Information, or any part thereof, to any third party. Customer shall only use Clearview
Confidential Information to exercise Customer's rights and obligations under this Agreement.
Furthermore, Customer agrees to use the same degree of care to protect Clearview Confidential
Information from accidental and/or unauthorized use and disclosure as Customer uses to protect
Customer's own confidential information, but in no event shall such degree of care be less than a
reasonable degree of care. Each User must have a need to access Clearview Confidential
Information, be bound by confidentiality restrictions materially consistent with those set forth
herein,and comply with the terms of this Agreement.
Notwithstanding the foregoing and to the extent permitted by applicable law, if the Customer
receives a request for information under the Freedom of Information Act ("FOIA") or a
substantially similar law applicable to the Customer and such request involves Clearview or is
related to this Agreement, the Customer will endeavor to promptly notify Clearview in writing of
such request in order for Clearview to seek protection from such disclosure.
6.2. You or Your Users may provide, or Clearview may invite You to provide comments or ideas
about the Products or Services, including,without limitation,improvements to them("Ideas"). By
submitting any Ideas, You agree that: (i) they are not confidential information; (ii) they are not
subject to any use or disclosure restrictions (express or implied); (iii)You claim no rights in them;
and (iv) Clearview has no obligation to notify or compensate You in connection with Clearview's
disclosure or use. You release Clearview from all liability or obligations that may arise from the
receipt, review,disclosure,or use of any Idea that You submit.
7. PROPRIETARY RIGHTS AND COPYRIGHT.
Oneflow ID 1422442211 Page 17/39
All rights not expressly licensed to Customer under this Agreement are reserved exclusively by Clearview,
including, without limitation, all ownership, title, and proprietary rights in and to Clearview Intellectual
Property. While You acknowledge that Clearview is engaged in the collection and processing of publicly
available data, including images and facial recognition data on Your behalf and for Your benefit, under no
circumstances shall any Products or Services provided by Clearview be deemed "works made for hire" by
Clearview for the ownership of the Customer. Except as authorized by Customer in this Agreement,
Customer retains sole and exclusive ownership to any and all Content, and Customer shall be responsible
for the accuracy, quality, integrity and legality of Content and of the means by which it acquired the
Content.
8. CUSTOMER REPRESENTATIONS.
a. You represent and warrant that: (i) Your signatory on the Reseller Forms or any Order Form has
the actual authority to contract with Clearview on behalf of the Customer; (ii) all Users are at
least 18 years old; and (iii) Users are not on any Denied Persons List, Unverified List, Entity List,
Specially Designated Nationals List, Debarred List or any other or any substantially similar
restricted party list published by the U.S.Government.
b. By accessing and using the Products or Services,You represent and warrant that:(i)You and Your
Users will use the Products and Services in a manner that is consistent with all applicable laws,
including those that regulate the use of personally identifiable information such as photographs;
(ii) You have a legitimate interest to use the Products or Services to engage in data processing
activities, and (iii) Your use of the Products or Services are in the public interest and are
proportional to carry out that public function. You understand, acknowledge and agree that
entering into this Agreement and accessing the Products and Services is for the purpose of
Clearview cooperating with Customer to carry out official government tasks, national security,
intelligence, counterintelligence, law enforcement, public safety, public defender work, or
criminal investigative work as authorized under applicable law.
c. Users are prohibited from uploading or providing Content to Clearview that depicts a child known
to be younger than sixteen (16) years of age that is a resident in the State of California,or known
to be younger than thirteen (13) years of age that is a resident in Colorado,Connecticut,Virginia
or Utah, unless such Content concerns conduct or activity that the User reasonably and in good
faith believes may violate federal, state, or local law. As further outlined in the Clearview Privacy
Policy• Clearview does not knowingly sell or share information about consumers under the age of
16.
d. Subject to the above, Users are prohibited from uploading or providing Content to Clearview of
persons known to be under the age of sixteen(16) unless such Content concerns: (i) investigation
on a matter related to public safety or the person's safety, (ii) victim identification, when the
person's welfare is at risk, (iii)conduct or investigations of violent felonies,(iv)conduct or activity
that User reasonably and in good faith believes may violate federal, state,or local laws, rules,or
regulations, or (v) to help protect against the spread of Child Sexual Abuse Material ("CSAM").
Users must adhere to all applicable federal, state and local laws, and cooperate with the
necessary law enforcement agencies, including without limitation, the National Center for
Missing & Exploited Children ("NCMEC"), Federal Bureau of Investigation ("FBI"), any federal law
enforcement agency that is involved in the investigation of child sexual exploitation, kidnapping,
or enticement crimes, any State or local law enforcement agency that is involved in the
investigation of child sexual exploitation, foreign law enforcement agency designated by the
Attorney General of the United States or a foreign law enforcement agency that has an
established relationship with the FBI, Immigration and Customs Enforcement,or INTERPOL,and is
involved in the investigation of child sexual exploitation, kidnapping, or enticement crimes.
Oneflow ID 1422442212 Page 18/39
e. Customer represents and warrants on behalf of itself and its Users, that it is not a Covered
Person, and agrees that it will not, under this Agreement, perform any services, engage in any
transactions or activities, or use the Products and Services to engage in a Covered Data
Transaction involving data brokerage with a Country of Concern or a Covered Person. Customer
must promptly report any known or suspected violation of this Section 8(e) to
IeEa„ I-requests anclearview.ai within five (5) days of the known violation. The report must include
detailed information regarding the nature, date, and circumstances of the violation, along with
any supporting documentation. Customer shall fully cooperate with Clearview in any subsequent
investigations, inquiries, or additional reporting obligations required by applicable laws or
regulations. For avoidance of doubt, this representation and warranty prohibits Customer from
engaging in certain transactions with Clearview search results, including, but not limited to,
providing Clearview search results pertaining to U.S. residents to any person or entity,(i) residing
in any Country of Concern, (ii) controlled by a person residing in a Country of Concern, or (iii)
designated as a Covered Person.
For the purposes of Section 8(e), additional definitions are outlined in 28 C.F.R. § 202.101(2025),
Part 202—Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by
Countries of Concern or Covered Persons.The full text of these regulations can be accessed in the
Federal Register at: htti)s://www.federaIregister.gov/d/2024-31486.
This Section 8(e) does not apply to transactions exempt under 28 C.F.R. § 202.507, which
currently includes transactions that are(i) required or authorized by U.S. Federal law,(ii) pursuant
to an international agreement to which the United States is a party, or (iii) conducted in
furtherance of official United States Government business. The Customer should refer to §
202.507 for the full scope of applicable exemptions.
f. Clearview is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15
U.S.C. § 1681 et seq., and the Products and Services do not constitute consumer reports. The
Products and Services are not intended, and shall not be used, in whole or in part,as a factor in
determining any individual's eligibility for credit, insurance, employment, housing, or any other
purpose governed by the FCRA. Notwithstanding the foregoing,to the extent Customer uses data
obtained through the Products and Services in connection with any decision or process that is
subject to the FCRA, Customer is solely responsible for ensuring its independent compliance with
all applicable FCRA requirements,and Clearview shall have no liability arising from such use.
9. USER CODE OF CONDUCT.
These Terms incorporate the Clearview User Code of Conduct by reference.You and all Users are required
to abide by the Clearview User Code of Conduct, which is attached as Appendix 1. The User Code of
Conduct outlines specific requirements for maintaining the security of individual accounts, using the
Products and Services only for authorized government purposes as permitted by Your agency, and
verifying and independently supporting all search results. It is imperative that all Users adhere to the User
Code of Conduct at all times while using the Clearview Products and Services.
10. COLLECTION AND SHARING OF DATA.
Subject to the terms of Clearview's Privacy Policy You and on behalf of Your Users expressly authorize
Clearview to act on Your behalf for the purpose of: (i) collecting and compiling publicly available
information, including images or other data from the internet; (ii) receiving and processing Content; (iii)
producing, processing, and storing facial vectors from images and other derived data from publicly
available information collected from the Internet and from Content, provided by You, or shared by You
with Clearview, for the purpose of providing the Products and Services to You, (iv) engaging Service
Oneflow ID 1422442213 Page 19/39
Providers to process Content for purposes of providing, maintaining, and improving the Products and
Services; and (v) cooperating with You to investigate conduct or activity that You reasonably and in good
faith believe may violate federal, state, or local laws, rules, or regulations. Any publicly available data
collected by Clearview from the internet is collected and processed for the purpose of improving the
function of its Products and Services, enabling Clearview to improve the Products and Services accessed
by the Customer and provide a more effective investigative tool to the Customer.
By accessing and using the Products or Services, Users affirmatively consent and allow Clearview to collect
several types of information for our business operations,including:
• Individual or Agency Account Creation: When creating an account, Users may be required to
provide Account Data. In some cases, we may request reasonable additional information such as
age or identity verification information. Please note that we reserve the right to reject any
account application or activation for any reason.
• Communications: Clearview may provide Users with the option to communicate with the
Clearview customer support team via telephone,SMS,or MMS messages. If You or a User provide
a mobile number to Clearview, You consent to Clearview contacting You or the user via SMS text
messages for business-related and customer service purposes, including but not limited to,
facilitating two-factor authentication for login to Clearview Products and Services, providing
updates on orders, customer support services, responding to inquiries, and offering relevant
information pertaining to Your account, the Products or the Services. By Users voluntarily
providing a mobile phone number to Clearview and submitting a customer service inquiry, You
agree that Clearview may contact such User by telephone,SMS,or MMS messages at that phone
number, and consent to receiving such communications for transactional and informational
purposes in response to customer service inquiries. You understand that such messages may be
sent using an automatic telephone dialing system, and You are responsible for any fees that Your
phone service provider charges for SMS,data services,etc.
• During Usage of the Products and Services: Clearview collects Account Data related to Your use
of our Products and Services, such as IP addresses, browser type and version, geographic
location, search history within the Products and Services, records of User login history, and any
other data that may be helpful for improving and enhancing our Products and Services. Clearview
reserves the right to create, disclose, and use aggregated and/or anonymized data derived from
Your personal information and usage details for internal business purposes and compliance
purposes.
By accessing and using the Products and Services,You and Your Users agree and consent to the sharing of
certain types of personal data and information with third parties.Specifically, Users consent to:
• Sharing their name, title, contact information and written messages to Clearview and its
employees with a Service Provider who may provide us with certain services, such as cloud
storage, customer service and support, software, payment, and customer relationship
management tools.
• Sharing Content with other Clearview customers, including for the purposes of investigative
deconfliction and image gallery sharing, only if the Executive User or a User consents to such
sharing of the Content.
• Disclosure of personal data as may be required by laws and regulations.
For more information on how we handle personal data and protect privacy, please review our Privacy Policy.
11. USER CONTENT.
Oneflow ID 1422442214Page 20/39
11.1. In connection with the Products and Services, Users may upload Content with Clearview.
Customer acknowledges that all information provided through the Products and Services,
including search results, Database information, and any associated data, is provided solely as an
investigative lead and must be independently verified by the Customer through additional
research and investigation before being relied upon for any legal purpose. You represent and
warrant that You and Your Users: (i) have lawfully obtained and own the Content uploaded into
the Products and Services, including the Galleries Product, or otherwise have the rights to grant
the license set forth in this Section; (ii) the posting and use of Your Content does not violate the
rights of any third party, including, privacy rights, publicity rights, copyrights, contract rights,
intellectual property rights or any other rights of any person;and(iii) uploading the Content does
not result in a breach of contract between You and a third-party. Except for Content owned or
licensed by You, or as permitted within this Agreement, You may not copy, modify, translate,
publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or
through the Products or Services. Notwithstanding anything else in this Section,You may use and
distribute information appearing in Clearview search results for official government use, the
protection of public security, and any other uses allowed under this Agreement.
11.2. You expressly authorize Clearview to perform technical functions necessary to offer the
Products and Services, including but not limited to, generating facial vectors,transcoding and/or
reformatting Content to allow it to be uploaded,stored and used across Clearview's Products and
Services. With respect to the Customer Equipment, we grant You a limited, non-exclusive,
non-sublicensable, non-assignable license to download, install and use a single copy of the
Clearview API, including any online or enclosed documentation, data distributed to Your
computer for processing and any future programming fixes, updates and upgrades provided to
You, onto a network server or computer workstation for Your sole use to install, interact with and
utilize the Clearview APIs, including the content and features contained therein. For the
Customer Equipment, this license may not be shared, transferred to or used concurrently on
different servers or workstations, and Clearview may require You to install future programming
fixes, updates and upgrades provided to You for the APIs. Clearview reserves the right to add
additional features or functions to the Clearview Products and Services when installed on Your
computer or via a Customer Equipment and the Clearview's APIs may periodically communicate
with Clearview servers. All activities that occur using Your Access Credentials are Your
responsibility.
11.3. In connection with the foregoing, You hereby grant to Clearview a non-exclusive,fully paid
and royalty-free, worldwide, limited license to use, modify, delete from, add to, reproduce and
translate such Content to the extent necessary in order for Clearview to provide the Products and
Services. Your Content, including that in the Galleries Product, will remain inaccessible to other
Clearview customers unless You or Your Users authorize it, or it becomes public through no
confidentiality breach by Clearview. If You or Your Users elect to share Content uploaded by You
with other Clearview customers,You represent and warrant that You have the lawful authority to
share such Content with other customers.
11.4. Clearview Enhance. Clearview Enhance is a feature designed to improve the quality of a
Content, including features such as (without limitation) cropping, rotating, brightening, flipping,
and sharpening the probe image ("Enhanced Content"). If the feature is available to the
Customer, Customer understands, acknowledges, and agrees that Clearview will process and
store the Enhanced Content for the purposes of: (i) providing the Enhanced Content for
authorized governmental uses, (ii) compliance and auditing purposes, and (iii) to maintain a
record of edits made to the probe image. Search results established through Clearview Enhance
and its related systems and technologies are indicative, not definitive. Clearview Enhance is
provided "as-is" and Clearview makes no guarantees as to the accuracy of its
search-identification software. The Customer and its Users must conduct further research to
Oneflow ID 1422442215 Page 21/39
verify identifying information or other data discovered on third-party sites by any Clearview
system or included in Clearview search results. Clearview is neither designed nor intended to be
used as a single-source system for establishing the identity of an individual.
11.5. Development of Products and Services. We are constantly developing new technologies
and features to improve our systems,technology algorithm, Products and Services.As part of this
continual improvement, we sometimes add or remove features and functionalities, increase or
decrease limits to our Products or Services,and/or start offering new Services or stop offering old
ones. When a Product or Service requires or includes downloadable software, that software
sometimes updates automatically on Your device once a new version or feature is available.Some
Services let You adjust Your automatic update settings. In addition, You acknowledge and agree
that in connection with Clearview's continued work on its Products,Services and algorithm,such
research and development is in furtherance of our provision of the Products and Services to You.
If we make material changes that negatively impact Your use of our Services,we will provide You
with reasonable advance notice (which may be via email), except in urgent situations such as
preventing abuse, responding to legal requirements, or addressing security and operability
issues.
11.6. Limited Rights. If CaaS Services are performed by Clearview on behalf of the Customer,as
further outlined on the Order Form, Customer understands that Clearview may prioritize
completing these CaaS Services over other unrelated Services and Clearview is not developing or
delivering any unique technical data set to Customer. The Customer does not acquire any
ownership rights or license to use any such CaaS Content after the Customer is no longer an
active Customer of Clearview. To the extent applicable and if it is determined that any data
produced by the Products, Services, or CaaS Services is"technical data",the Customer shall only
receive the limited rights granted under DFARS 252.227-7013.This means the Customer does not
have the right to release or disclose the data outside the Customer without written permission
from Clearview, and the Customer acknowledges its limited rights to use, modify, reproduce,
release, perform, display or disclose any such technical data. Clearview expressly disclaims
granting the Customer any implied licenses in technical data under this Agreement beyond the
limited rights (if applicable) expressly granted to the Customer as outlined above.The Customer
does not have any rights to the technical data beyond what is stated in this disclaimer. Clearview
is not obligated to provide any Professional Services beyond those set forth in the Order Form,
unless and until the parties mutually agree in writing to any change order or amendment to such
Order Form.
11.7. The Products and Services (to the extent constituting software) are commercial computer
software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if You are an agency of the US
Government or any contractor therefor, You receive only those rights with respect to any such
Product or Service as are granted to all other end users under license, in accordance with(a)48
C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and
their contractors, or (b) 48 C.F.R. §12.212,with respect to all other US Government licensees and
their contractors.
11.8. Processing Tools. Clearview may engage Service Providers to provide Processing Tools and
to process Content in connection with such Processing Tools.Customer acknowledges and agrees
that:
(a) Clearview may engage Service Providers as part of its standard service delivery without
requiring additional Customer consent, provided that Clearview shall (i) ensure that the Service
Provider is capable of providing the level of protection for processing Content required by this
Agreement, (ii) ensure that any Service Provider is contractually bound by data protection and
confidentiality obligations at least as protective as those set forth in this Agreement; and (iii)
ensure that any Service Provider that processes Content maintains industry-standard security
Oneflow ID 1422442216Page 22/39
certifications (such as SOC 2 Type II, ISO 27001, or FedRAMP authorization where applicable) or
demonstrates equivalent security controls;
(b) Clearview shall remain fully responsible for the acts and omissions of any Service Provider it
engages to the same extent as if Clearview were performing the services directly;
(c) Clearview will maintain a current list of Service Providers that process Content,which shall be
available for review by the Executive User via Clearview's Trust Center at
https://trust.clearview.ai/. The list of Service Providers may be updated from time to time at
Clearview's discretion without requiring additional written consent from, or advance notice to,
Customer. It is the Customer's responsibility to periodically review the Trust Center for updates to
the Service Provider list, provided, however, that Clearview will provide periodic email notice to
the Administrator summarizing any updates to the Service Provider list;
(d) Certain Processing Tools may be made available to Customer on an opt-in basis, and
Customer's election to enable such features constitutes authorization for Clearview to process
Content using the applicable Processing Tool;and
(e) Service Providers shall not retain, store, or use Content for any purpose other than providing
the Processing Tools to Clearview.
12. NO WARRANTIES.
12.1. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS"AND THE
CLEARVIEW PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. CLEARVIEW PARTIES MAKE NO WARRANTY OR REPRESENTATION
REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR SERVICES,
REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PRODUCTS
OR SERVICES OR THAT THE PRODUCTS OR SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE PRODUCTS AND SERVICES ARE AT YOUR
SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
PRODUCTS AND SERVICES IS AT YOUR OWN RISK.YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO
YOU RESULTING FROM THE USE OF THE PRODUCTS OR SERVICES. CLEARVIEW CANNOT GUARANTEE AND
DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PRODUCTS OR SERVICES.
12.2 Beta Services. The term "Products" or "Services" excludes Beta Services. Beta Services are
experimental, trial applications and features that may be revoked by Clearview, "break" or cease to be
available at any time. Clearview may remove or suspend access to Beta Services at any time. Beta Services
are not required in order to use the Products and Services and are not part of the Products or Services,
even if Customer elects to use them with the Products or Services. BETA SERVICES ARE AVAILABLE ONLY
ON AN "AS IS" BASIS. CLEARVIEW MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY,
COMPLETENESS, USEFULNESS, NON-INFRINGEMENT,AVAILABILITY OR QUALITY OF ANY BETA SERVICES OR
THE CONTENT MADE AVAILABLE THROUGH BETA SERVICES, AND SPECIFICALLY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, FOR THE BETA SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT.
13. INDEMNIFICATION.
In no event shall Clearview Parties be liable for any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred as a result of any claim,judgment or proceeding relating to
or arising out of: (a) Users' breach of this Agreement, including of any of the Warranties or Prohibited
Uses; (b) any actions brought by third parties arising out of Users' use of the Services in a manner not
permitted or authorized under this Agreement; (c) any security breach caused by Users' negligence,
Oneflow ID 1422442217Page 23/39
recklessness, or willfulness, and any third-party actions arising from such security breach, or (d) any
administrative or legal inquiry by a third-party related to Customer's use of the Products and Services that
is in no way related to a violation of law by Clearview("Claims").
If Clearview receives a third-party subpoena related to the Customer or their use of the Clearview
Products and Services, and such subpoena is not related to any Clearview wrongdoing, Clearview shall
notify Customer and provide copies of such subpoena. To the extent permitted under applicable law,
Customer shall cooperate and provide assistance to Clearview in defending and responding to such
subpoena.
Clearview will defend, indemnify and hold harmless the Customer and its affiliates and their respective
directors, officers, employees, and agents from and any and all damages, liabilities, costs and expenses
(including reasonable attorneys'fees) incurred as a result of any third-party claim,judgment or proceeding
(i) arising out of Clearview's gross negligence or willful misconduct in its performance and delivery of the
Products and Services under this Agreement, or (ii) alleging that data Clearview used to train its
proprietary algorithm, which is part of the Products and Services violates third-party patent,trade secret,
trademark,or copyright rights.
14. LIMITATION OF LIABILITY.
To the maximum extent permitted by applicable law, Clearview shall not be liable for any indirect,
incidental,special,consequential or punitive damages, or any loss of profits or revenues,whether incurred
directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: Your
access to or use of or inability to access or use the Products or Services; any content obtained from the
Products or Services; or unauthorized access, use or alteration of Your Account. Regardless of Clearview's
negligence, gross negligence, failure of an essential purpose, and whether such liability arises in contract,
tort or any other legal theory, Clearview's aggregate liability under this Agreement shall not exceed the
amount paid by You to Clearview, if any, in the past twelve (12) months for the Products and Services
giving rise to the claim.
15. MISCELLANEOUS.
15.1. The parties agree to contract in the English language. If Clearview provides a translation of
the Terms or any incorporated policy (including the Privacy Policy and Principles) in any language
other than English, such translation is provided for Your convenience only and the English version
shall solely govern the rights and obligations of the parties. In the event of any conflict or
inconsistency between the English version and any translation, the English version shall prevail.
This Agreement embodies the entire understanding and agreement between the parties
respecting the subject matter of this Agreement and supersedes any and all prior understandings
and agreements between the parties respecting such subject matter.This Agreement constitutes
a legally binding contract between Clearview and Customer, regardless of any involvement by an
Authorized Reseller. The Customer acknowledges that this Agreement governs their use of
Products or Services and remains valid regardless of any Authorized Reseller transactions.
Clearview reserves the right to directly enforce the terms of this Agreement against the
Customer, regardless of the involvement of an Authorized Reseller.
Use of the Products and Services are subject to Clearview's Privacy Policy and Principles, links to
which can be found by visiting https://www.clearview.ai/privacy-policy and
httos://www.clearview.ai/principles respectively. The Privacy Policy and Principles are
incorporated into this Agreement by this reference. Clearview may elect to change or supplement
the terms of this Agreement from time to time in its sole discretion, provided that if Clearview
makes any material changes to these Terms that negatively and adversely affect the Customer's
rights or obligations, such changes will only take effect if the Customer provides explicit consent
to those specific modified Terms. Clearview will exercise commercially reasonable business
Oneflow ID 1422442218Page 24/39
efforts to provide notice to You of any material changes to this Agreement. Within ten (10)
business days of posting changes to this Agreement (or ten (10) business days from the date of
notice, if such is provided), they will be binding on You and Your Users. If You do not agree with
the changes, You should discontinue using the Products and Services. If You continue using the
Products and Services after such 10-business-day period, You will be deemed to have accepted
the changes to these Terms.
15.2. If any provision of these Terms is held to be invalid or unenforceable, then that provision
will be limited or eliminated to the minimum extent necessary, and the remaining provisions of
these Terms will remain in full force and effect. Clearview's failure to enforce any right or
provision of these Terms will not be deemed a waiver of such right or provision. Clearview
reserves all rights to seek monetary remedies for its damages arising out of any Users'failure to
abide by these Terms.
15.3. Choice of Law and Forum. This Agreement shall be governed by and construed under the
laws of the state or country where the Customer is headquartered, and any disputes arising out
of or relating to this Agreement shall be brought and resolved exclusively in the courts located in
that jurisdiction, provided that such local law requires the application of its local laws and forum.
If the laws of the Customer's jurisdiction do not require local laws or courts to govern,then this
Agreement shall instead be governed by the laws of the State of Texas,with any disputes resolved
exclusively in the courts of Harris County,Texas.
To the extent permitted under applicable law, any controversy or claim arising out of or relating
to this Agreement, or a breach thereof, shall first be submitted to mediation in accordance with
mutually agreed-upon procedures. If settlement is not reached within sixty (60) days after a
written demand for mediation is served,either party may pursue resolution exclusively in a court
of competent jurisdiction. The parties agree to engage in mediation in good faith as a
commercially reasonable effort to resolve disputes prior to initiating any legal proceedings.
15.4. Notices. Except as otherwise set forth herein or on the Order Form,all notices to Customer
under this Agreement will be by email to the Executive User and all notices to Clearview must be
sent to legal-reauests(ci)clearview.ai. A notice will be deemed to have been duly given the day
after it is sent. The Customer or Clearview may change its email address for receipt of notice by
notice to the other party in accordance with this Section 15.4. A printed version of these Terms
and of any notice given in electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to these Terms to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in
printed form.
Oneflow ID 1422442219Page 25/39
CLEARVIEW USER CODE OF CONDUCT Appendix 1
Clearview Al, Inc. makes its technology and software tools available to government agencies and government
contractors to carry out official government tasks, such as national security, intelligence, counterintelligence, law
enforcement, public safety, public defender, or criminal investigative work.As a company,we are committed to the
highest level of ethics, integrity and professionalism and take steps to ensure that our search tools are used
correctly and lawfully. Our User Code of Conduct ensures that our customers use the Products and Services in a
safe, ethical, professional, and appropriate manner. Before activating their Clearview Account,Users should review
this Code of Conduct to confirm that they will adhere to these essential rules of use.
This User Code of Conduct applies to all Users and to all Customers.
By registering an Account with Clearview,and by using the Products and Services,Users and Customers agree to be
bound by this User Code of Conduct(this"Code").Terms not otherwise defined in this Appendix 1 shall have those
given to them in the Terms of Service above.
Account Security
• Users are responsible for maintaining the confidentiality of their username and password.
• Users are responsible for all activity that occurs under that User's username and password. If a User
experiences unauthorized use of their username or password or any other security breach, Users must
immediately email the Clearview Help Desk at help@clearview.ai to notify Clearview.
• Users may only access their accounts from devices that are authorized for professional use by their
Customer.
• The designated User is the only individual who may access and use the Account.
Sharing of Content from the Products and Services Information
• The "Share With" feature, or any substantially similar functionality within Clearview Products enables
Customers to collaborate on investigations with other government or law enforcement agencies. If the
"Share With" feature is enabled or provided, Users may be restricted from sharing results generated by
the Products and Services with individuals from other government agencies. Specific permissions and
limitations regarding the use of the"Share With"feature may be outlined in the Order Form.
• Customers are prohibited from using the "Share With" feature in a manner that allows other agencies to
routinely conduct searches through the Customer's account, effectively circumventing the need for their
own direct account with Clearview Al. Any sharing must comply with applicable laws and regulations. It is
the Customer's responsibility to ensure that agencies receiving shared search results are authorized to
lawfully access the information. If this provision is violated, Clear-view reserves the right to suspend or
restrict access to the"Share With"feature,or to the Products and Services.
Independent Verification
• Search results generated by the Products and Services are provided solely as an investigative tool to assist
in the development of leads. The Products and Services are not designed or intended to be used as a
single-source system for establishing the identity of an individual,and Users shall not use them as such.
• Search results obtained through the Products and Services and their related systems and technologies are
indicative and not definitive.
• Clearview takes significant steps to ensure the accuracy of its facial recognition software, but we cannot
guarantee the accuracy of search results. Users must conduct further research and investigation to
independently support and verify the accuracy of any search result.
• Search results used as a lead in an investigation must be reviewed by more than one person within the
Customer's agency.
Oneflow.D 142244222013age 26/39
• Customers should consult with their own legal counsel regarding the appropriate use of information
obtained through the Clearview Products and Services in any legal matter.
Appropriate and Authorized Use
• This Agreement only authorizes the use of the Products and Services by government agencies and
government contractors to carry out official governmental tasks,such as national security, public safety,or
criminal investigative work. Any and all use of the Products and Services must be authorized by a
supervisor employed by the Customer.
• Customers must designate an Executive User, who will have access to the search histories of all individual
Users associated with the Customer,and will monitor the search history to ensure responsible use.
• Users shall not use the Products and Services for personal purposes, or for any purposes which are not
authorized and directed by the Customer's supervisors.
• Use of the Products and Services in a way that contributes to harassment,stalking, cyberstalking,threats,
abuse or bullying, or in violation of any state, federal, local or any other applicable law, is strictly
prohibited by this Code of Conduct.
• Users are prohibited from uploading or providing Content to Clearview that depicts a child known to be
younger than sixteen (16) years of age that is a resident in the State of California,or known to be younger
than thirteen (13) years of age that is a resident in Colorado, Connecticut, or Utah, unless such Content
concerns conduct or activity that the User reasonably and in good faith believes may violate federal,state,
or local law. As further outlined in the Clearview Privacy Policy, Clearview does not knowingly sell or share
information about consumers under the age of 16.
• Users are prohibited from uploading or providing Content to Clearview that depicts a child known to be
younger than thirteen (13) years of age who is a resident in the State of Virginia, unless such Content(i)
concerns an investigation on a matter related to public safety (as further outlined in Children's Online
Privacy Protection Act (15 U.S.C. § 6501 et seq.)), or(ii)concerns conduct or activity that User reasonably
and in good faith believes may violate federal,state,or local laws, rules,or regulations(as further outlined
in Va. Code§59.1-582).
• Subject to the above, Users are prohibited from uploading or providing Content to Clearview of persons
known to be under the age of sixteen (16) unless such Content concerns: (i) investigation on a matter
related to public safety or the person's safety, (ii)victim identification,when the person's welfare is at risk,
(iii) conduct or investigations of violent felonies, (iv) conduct or activity that User reasonably and in good
faith believes may violate federal, state, or local laws,rules, or regulations,and (v)to help protect against
the spread of Child Sexual Abuse Material ("CSAM"). Users must adhere to all applicable federal,state and
local laws, and cooperate with the necessary law enforcement agencies, including without limitation,the
National Center for Missing & Exploited Children ("NCMEC"), Federal Bureau of Investigation ("FBI"),any
federal law enforcement agency involved in the investigation of child sexual exploitation, kidnapping, or
enticement crimes, any State or local law enforcement agency that is involved in the investigation of child
sexual exploitation, foreign law enforcement agency designated by the Attorney General of the United
States or a foreign law enforcement agency with an established relationship with the FBI, Immigration and
Customs Enforcement, or INTERPOL, and is involved in the investigation of child sexual exploitation,
kidnapping,or enticement crimes.
• Clearview reserves the right to suspend or terminate User accounts if we determine that a User or
Customer has violated any provision of the Code of Conduct.
Conclusion
Clearview aspires to make the world a better place by helping qualified professionals use public information to
counter crime, fraud, and threats to public safety through its proprietary technology. The Clearview Code of
Conduct sets out the expectations for our Users and Customers in terms of their use of the Products and Services.
We expect our Users and Customers to adhere to these standards at all times and to report any violations to us. By
adhering to this Code of Conduct,You are helping Clearview achieve its collective goal of making communities safer
Oneflow ID 1422442221Page 27/39
while adhering to the highest standards of ethics,security,and professionalism.We appreciate Your cooperation in
upholding the integrity of the Products and Services and our commitment to responsible and ethical use.
Oneflow ID 1422442222Page 28/39
CLEARVIEW Al. INC CUSTOMER PRIVACY POLICY
Last Updated: March 6,2026
This Customer Privacy Policy ("Policy") explains how Clearview Al, Inc. ("Clearview," "we," "us," or"our")collects,
uses, discloses, retains, and protects personal information of customers and their authorized users ("you" or
"your") in connection with the Products and Services. Unless otherwise defined in this Policy, capitalized terms
have the meanings given to them in the Terms of Service.
This Policy covers only personal information and data that Clearview collects from or about its customers and
authorized users. This Policy does not govern publicly available information maintained in the Database. For
information about how Clearview handles publicly available information and the rights of individuals whose
information may appear in the Database, please refer to Clearview's Public Privacy Policy at
https://www.clearview.ai/public-privacy-policy.
This Policy should be read together with the Terms of Service,which govern your use of the Products and Services
and contain additional provisions regarding data handling, confidentiality, and your obligations. By using the
Products and Services, you agree to the collection and processing of information as described in this Policy and the
Terms of Service.
1. INFORMATION WE COLLECT.
We collect the following categories of information in connection with the Products and Services:
1.1. Account Data. Information provided when creating or administering a user account, as well as
Usage Data described in this Section 1.2.
1.2. Usage Data. Information collected automatically when you access or use the Products and
Services, including IP address, browser type and version,geographic location,search history(e.g.,
timestamps and frequency of searches), user preferences and settings, and login history. For
purposes of this Policy, Usage Data is part of Account Data.
1.3. Communications. Information provided through support inquiries, correspondence, or other
communications with Clearview. This information may be used to respond to your
communication, to improve the Products and Services, or for other purposes described in this
Policy.
1.4. Content. Clearview processes Content solely for the purpose of providing the Products and
Services and does not incorporate Content into the Database. The collection, use, processing,
retention,and deletion of Content is governed by Sections 10 and 11 of the Terms of Service.
1.5. Facial Vector Data. Facial vector data generated from Content you upload is processed solely to
provide search results and is governed by Section 11 of the Terms of Service.
1
Oneflow ID 14224422 Page 29/39
1.6. CaaS Content. If you have purchased data collection and crawling services,any data collected or
generated through those services is the sole property of Clearview and is not subject to the data
rights described in Section 5 of this Policy.CaaS Content is governed by Section 11 of the Terms of
Service and the applicable Order Form.
1.7. Galleries Product. If your organization uses the Galleries Product, images uploaded into Galleries
are stored separately from the Database. Sharing of Galleries content with other Clearview
customers is subject to your authorization as described in the Terms of Service.
1.8. Children's Data. The Products and Services are not directed to individuals under 18. Restrictions
on Content depicting minors are detailed in Section 8 of the Terms of Service.
2. HOW WE USE ACCOUNT DATA.
2.1. Clearview processes Content solely to provide the Products and Services as described in the
Terms of Service.We use Account Data for the purposes set forth below:
• Operate and Improve the Products and Services. Provide, maintain, secure, and
improve the Products and Services, including remembering your preferences and
understanding usage patterns.
• Access and Identity Verification. Verify your identity and your organization's
authorization to access the Products and Services.
• Communication. Respond to support inquiries and communicate service-related notices.
• Security and Protection. Protect against fraud, security threats, and abuse, and to
secure user accounts and the Products and Services (for example, we use your phone
number or email address to provide multi-factor authentication).
• Legal and Compliance. Comply with legal obligations, enforce the Terms of Service and
the User Code of Conduct,and protect our legal rights.
• Account Access.Allow you to log into your individual account.
• Audit and Compliance Monitoring. Maintain records of usage and search activity as
required to support compliance with applicable law, the Terms of Service, and the User
Code of Conduct.
• Aggregation and Analytics. Generate aggregated or anonymized data derived from
Account Data for purposes of improving the Products and Services. Aggregated or
anonymized data does not identify you or any individual user and may be retained, used,
and disclosed by Clearview without restriction for internal business purposes,
compliance,and service improvement.
2.2. We do not use Account Data to target advertising.
3. DISCLOSURE OF INFORMATION.
We may disclose Account Data and,where applicable,Content as follows:
3.1. Your Authorized Users. Within your organization and to authorized third-party personnel in
connection with lawful investigations and use of the Products and Services. With your consent,
2
Oneflow ID 14224422 Page 30/39
Content may also be shared with other Clearview customers for investigative deconfliction
purposes as described in the Terms of Service.
3.2. Service Providers. To Service Providers who support our operations(e.g.,cloud hosting,security,
customer support, analytics, payment processing, customer relationship management, software
services). These parties process data on our behalf and in accordance with contractual
confidentiality and data protection obligations. Clearview may also engage Service Providers to
process Content using specialized tools, including image analysis, quality enhancement, data
extraction, and detection capabilities; such Service Providers are bound by the same obligations.
A current list of Service Providers is available through Clearview's Trust Center at
https://trust.clearview.ai. The list may be updated from time to time at Clearview's discretion,
and it is your responsibility to periodically review the Trust Center for updates. Optional
Processing Tools may be enabled at your election.
3.3. Legal Purposes. As required or permitted by law, including in response to legal process,a request
from a competent law enforcement or government agency, or to protect our rights, privacy,
safety, or property,or the public.
3.4. Fraud and Security. To investigate, prevent, or take action regarding illegal activities, suspected
fraud, cybersecurity threats, situations involving potential threats to the physical safety of any
person,or violations of this Policy or the Terms of Service.
3.S. Compliance with Clearview Policies.To ensure that you and your authorized users are complying
with the Terms of Service and the User Code of Conduct.
3.6. Business Operations. Clearview may disclose Account Data to third parties in connection with
financing, investment, partnerships, audits, valuations, professional advisory engagements, or
other legitimate business purposes.Any third party receiving Account Data under this section will
be bound by confidentiality obligations no less protective than those set forth in this Policy.
3.7. Corporate Transactions. If Clearview merges with or is acquired by another entity, or undergoes a
corporate reorganization, your information may transfer to the successor entity. Clearview will
notify you of any such transfer prior to closing. If you do not consent to the transfer,your rights
and options will be governed by the terms of your Agreement, including any applicable
termination and data handling provisions.
3.8. Geographic Restrictions. Clearview does not complete data transactions involving Countries of
Concern or Covered Persons. These restrictions and your compliance obligations are detailed in
Section 8 of the Terms of Service.
4. DATA RETENTION AND SECURITY.
4.1. Data Retention. We retain Account Data for as long as your account is active or as necessary to
provide the Products and Services, fulfill legal, regulatory, or contractual obligations,and enforce
agreements. Account Data no longer subject to a retention obligation will be securely deleted or
3
Oneflow ID 14224422 Page 31/39
anonymized. Clearview may retain aggregated or anonymized data derived from Account Data
following account termination without restriction. Post-termination deletion of Account Data and
Content, including applicable timelines and procedures, is governed by the Terms of Service.
4.2. Security. We maintain administrative, technical, and physical safeguards to protect Account Data
and Content against unauthorized access, misuse, loss, destruction,and alteration.These controls
align with recognized information security standards and certifications. For information regarding
Clearview's security certifications and practices, please visit Clearview's Trust Center at
https://trust.clearview.ai.
4.3. Security Incident Notification. In the event of a known security incident that results in
unauthorized access to Account Data or Content that triggers notification obligations under
applicable law, Clearview will notify affected customers without unreasonable delay and provide
information necessary to meet your own notification obligations. Notification timing and content
will comply with applicable legal requirements.
S. YOUR RIGHTS.
5.1. Access and Correction. You may request access to or correction of Account Data associated with
your account by contacting your Account Executive or Customer Success Manager. Clearview may
require verification of your identity before processing any request.
5.2. Deletion. You may request deletion of Account Data following account termination in accordance
with Section 5 of the Terms of Service.
5.3. Questions and Complaints. If you have questions or concerns about how your information is
handled,you may contact us at legal-requests@clearview.ai.
5.4. Rights Relating to the Database. This Policy governs Account Data and Content. If you are an
individual seeking to exercise rights concerning information that may be contained in the
Database(such as access,deletion,or opt-out requests), please refer to Clearview's Public Privacy
Policy at https://www.clearview.ai/ ublic-privacy_i o� lice
6. COOKIES AND SIMILAR TECHNOLOGIES.
The Products and Services may use cookies or similar technologies for authentication, security, and
functionality purposes (such as keeping you logged in, page views, time on page, and remembering your
preferences). We do not use cookies within the Products and Services to target advertising. For
information about cookies used on the Clearview website (clearview.ai), please refer to the Cookie
Manager located at the bottom of the website and Clearview's Public Privacy Policy.
7. SMS COMMUNICATIONS.
7.1. Opting In. By providing a phone number and opting in to SMS messaging,you consent to receive
SMS, MMS,or telephone communications for customer support,two-factor authentication, order
updates, and informational purposes. Messages may be sent using an automatic telephone
4
Oneflow ID 14224422 Page 32/39
dialing system. You are responsible for any carrier fees. Clearview may engage Service Providers
to facilitate SMS communications; these Service Providers may access phone numbers solely to
deliver messages on our behalf and are subject to confidentiality and data protection obligations.
7.2. Opting Out of SMS Communications. You can opt out of SMS communications at any time by
following the instructions provided in the SMS message or contacting Clearview customer
support. Upon opting out, you will no longer receive SMS messages for customer support
purposes. Communications for two-factor authentication may still be delivered via text message
or other channels to ensure continued access to the Products and Services.
8. UPDATES TO THIS POLICY.
We may update this Policy as the Products and Services or our legal obligations evolve. Updated versions
will be posted with a revised "Last Updated" date. We encourage you to review this Policy periodically.
Your continued use of the Products and Services following posting of an updated Policy constitutes your
acceptance of such changes. To the extent any update to this Policy constitutes a material change that
negatively and adversely affects your rights or obligations,such change will be subject to the amendment
provisions set forth in Section 15 of the Terms of Service, including any applicable consent requirements.
For all other updates, your continued use of the Products and Services following posting of an updated
Policy constitutes your acceptance of such changes. This Policy is drafted in English. If Clearview makes
this Policy available in any language other than English, such translation is provided for convenience only.
In the event of any conflict or inconsistency between the English version and any translation,the English
version shall prevail.
9. CONTACT US.
For questions about this Policy or to exercise your rights under this Section 5, contact your Account
Executive or Customer Success Manager.
5
Oneflow ID 14224422 Page 33/39
Form
Request for Taxpayer Give form to the
(Rev.March 2024) Identification Number and Certification requester. Do not
Department of the Treasury Go to www.irs.gov/FormW9 for instructions and the latest information. send to the IRS.
Internal Revenue Service
Before you begin.For guidance related to the purpose of Form W-9,see Purpose of Form,below.
1 Name of entity/individual.An entry is required.(For a sole proprietor or disregarded entity,enter the owner's name on line 1,and enter the business/disregarded
entity's name on line 2.)
Clearview Al, Inc.
2 Business name/disregarded entity name,if different from above.
Clearview AI
C6 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1.Check 4 Exemptions(codes apply only to
only one of the following seven boxes. certain entities,not individuals;
CZ
Q see instructions on page 3):
c ❑ Individual/sole proprietor ✓❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate
0
V) ❑ LLC.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership) Exempt payee code(if any)
Q C Note:Check the"LLC"box above and,in the entry space,enter the appropriate code(C,S,or P)for the tax
v classification of the LLC,unless it is a disregarded entity.A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax
o « box for the tax classification of its owner. Compliance Act(FATCA)reporting
❑ Other(see instructions) code(if any)
IL 0
i= 3b If on line 3a you checked"Partnership"or"Trust/estate,"or checked"LLC"and entered"P"as its tax classification,
v (Applies to accounts maintained
m and you are providing this form to a partnership,trust,or estate in which you have an ownership interest,check outside the United States.)
ythis box if you have any foreign partners,owners,or beneficiaries.See instructions . . ❑
cn 5 Address(number,street,and apt.or suite no.).See instructions. Requester's name and address(optional)
1321 Upland Dr. #21141
6 City,state,and ZIP code
Houston, Texas 77043
7 List account number(s)here(optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding.For individuals,this is generally your social security number(SSNHowever,for a
resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other
entities, it is your employer identification number(EIN). If you do not have a number,see How to get a or
TIN,later.
Employer identification number
Note:If the account is in more than one name,see the instructions for line 1.See also What Name and
Number To Give the Requester for guidelines on whose number to enter. 8 — 2 9 7 1
Certification
Under penalties of perjury, I certify that:
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and
2.1 am not subject to backup withholding because(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.1 am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and,generally,payments
other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later.
Sign Signature of kuafi►L��
Here U.S.person Date March 18, 2026
General Instructions New line 3b has been added to this form.A flow-through entity is
required to complete this line to indicate that it has direct or indirect
Section references are to the Internal Revenue Code unless otherwise foreign partners,owners,or beneficiaries when it provides the Form W-9
noted. to another flow-through entity in which it has an ownership interest.This
Future developments.For the latest information about developments change is intended to provide a flow-through entity with information
related to Form W-9 and its instructions,such as legislation enacted regarding the status of its indirect foreign partners,owners,or
after they were published,go to www.irs.gov/FormW9. beneficiaries,so that it can satisfy any applicable reporting
requirements. For example,a partnership that has any indirect foreign
What's New partners may be required to complete Schedules K-2 and K-3.See the
Line 3a has been modified to clarify how a disregarded entity completes Partnership Instructions for Schedules K-2 and K-3(Form 1065).
this line.An LLC that is a disregarded entity should check the Purpose of Form
appropriate box for the tax classification of its owner.Otherwise,it
should check the"LLC"box and enter its appropriate tax classification. An individual or entity(Form W-9 requester)who is required to file an
information return with the IRS is giving you this form because they
Cat.No.10231X Form W-9(Rev.3-2024)
Oneflow ID 14224422 Page 34/39
Form W-9(Rev.3-2024) Page 2
must obtain your correct taxpayer identification number(TIN),which Foreign person.If you are a foreign person or the U.S.branch of a
may be your social security number(SSN),individual taxpayer foreign bank that has elected to be treated as a U.S.person(under
identification number(ITIN),adoption taxpayer identification number Regulations section 1.1441-1(b)(2)(iv)or other applicable section for
(ATIN),or employer identification number(EIN),to report on an chapter 3 or 4 purposes),do not use Form W-9.Instead,use the
information return the amount paid to you,or other amount reportable appropriate Form W-8 or Form 8233(see Pub.515).If you are a
on an information return.Examples of information returns include,but qualified foreign pension fund under Regulations section 1.897(1)-1(d),or
are not limited to,the following. a partnership that is wholly owned by qualified foreign pension funds,
•Form 1099-INT(interest earned or paid). that is treated as a non-foreign person for purposes of section 1445
withholding,do not use Form W-9.Instead,use Form W-8EXP(or other
•Form 1099-DIV(dividends,including those from stocks or mutual certification of non-foreign status).
funds).
Nonresident alien who becomes a resident alien.Generally,only a
•Form 1099-MISC(various types of income,prizes,awards,or gross nonresident alien individual may use the terms of a tax treaty to reduce
proceeds). or eliminate U.S.tax on certain types of income.However,most tax
•Form 1099-NEC(nonemployee compensation). treaties contain a provision known as a saving clause.Exceptions
•Form 1099-B(stock or mutual fund sales and certain other specified in the saving clause may permit an exemption from tax to
transactions by brokers). continue for certain types of income even after the payee has otherwise
•Form 1099-S(proceeds from real estate transactions). become a U.S.resident alien for tax purposes.
If you are a U.S.resident alien who is relying on an exception
•Form 1099-K(merchant card and third-party network transactions). contained in the saving clause of a tax treaty to claim an exemption
•Form 1098(home mortgage interest),1098-E(student loan interest), from U.S.tax on certain types of income,you must attach a statement
and 1098-T(tuition). to Form W-9 that specifies the following five items.
•Form 1099-C(canceled debt). 1.The treaty country.Generally,this must be the same treaty under
•Form 1099-A(acquisition or abandonment of secured property). which you claimed exemption from tax as a nonresident alien.
Use Form W-9 only if you are a U.S.person(including a resident 2.The treaty article addressing the income.
alien),to provide your correct TIN. 3.The article number(or location)in the tax treaty that contains the
Caution:If you don't return Form W-9 to the requester with a TIN,you saving clause and its exceptions.
might be subject to backup withholding.See What is backup 4.The type and amount of income that qualifies for the exemption
withholding,later. from tax.
By signing the filled-out form,you: 5.Sufficient facts to justify the exemption from tax under the terms of
1.Certify that the TIN you are giving is correct(or you are waiting for a the treaty article.
number to be issued); Example.Article 20 of the U.S.-China income tax treaty allows an
2.Certify that you are not subject to backup withholding;or exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States.Under U.S.law,this
3.Claim exemption from backup withholding if you are a U.S.exempt student will become a resident alien for tax purposes if their stay in the
payee;and United States exceeds 5 calendar years.However,paragraph 2 of the
4.Certify to your non-foreign status for purposes of withholding under first Protocol to the U.S.-China treaty(dated April 30,1984)allows the
chapter 3 or 4 of the Code(if applicable);and provisions of Article 20 to continue to apply even after the Chinese
5.Certify that FATCA code(s)entered on this form(if any)indicating student becomes a resident alien of the United States.A Chinese
that you are exempt from the FATCA reporting is correct.See What Is student who qualifies for this exception(under paragraph 2 of the first
FATCA Reporting,later,for further information. Protocol)and is relying on this exception to claim an exemption from tax
on their scholarship or fellowship income would attach to Form W-9 a
Note:If you are a U.S.person and a requester gives you a form other statement that includes the information described above to support that
than Form W-9 to request your TIN,you must use the requester's form if exemption.
it is substantially similar to this Form W-9.
If you are a nonresident alien or a foreign entity,give the requester the
Definition of a U.S.person.For federal tax purposes,you are appropriate completed Form W-8 or Form 8233.
considered a U.S.person if you are:
•An individual who is a U.S.citizen or U.S.resident alien; Backup Withholding
•A partnership,corporation,company,or association created or What is backup withholding?Persons making certain payments to you
organized in the United States or under the laws of the United States; must under certain conditions withhold and pay to the IRS 24%of such
•An estate(other than a foreign estate);or payments.This is called"backup withholding."Payments that may be
•A domestic trust(as defined in Regulations section 301.7701-7). subject to backup withholding include,but are not limited to,interest,
tax-exempt interest,dividends,broker and barter exchange
Establishing U.S.status for purposes of chapter 3 and chapter 4 transactions,rents,royalties,nonemployee pay,payments made in
withholding.Payments made to foreign persons,including certain settlement of payment card and third-party network transactions,and
distributions,allocations of income,or transfers of sales proceeds,may certain payments from fishing boat operators.Real estate transactions
be subject to withholding under chapter 3 or chapter 4 of the Code are not subject to backup withholding.
(sections 1441-1474).Under those rules,if a Form W-9 or other You will not be subject to backup withholding on payments you receive
certification of non-foreign status has not been received,a withholding if you give the requester your correct TIN,make the proper certifications,
agent,transferee,or partnership(payor)generally applies presumption and report all your taxable interest and dividends on your tax return.
rules that may require the payor to withhold applicable tax from the
recipient,owner,transferor,or partner(payee).See Pub.515, Payments you receive will be subject to backup withholding if:
Withholding of Tax on Nonresident Aliens and Foreign Entities. 1.You do not furnish your TIN to the requester;
The following persons must provide Form W-9 to the payor for 2.You do not certify your TIN when required(see the instructions for
purposes of establishing its non-foreign status. Part II for details);
•In the case of a disregarded entity with a U.S.owner,the U.S.owner 3.The IRS tells the requester that you furnished an incorrect TIN;
of the disregarded entity and not the disregarded entity. 4.The IRS tells you that you are subject to backup withholding
•In the case of a grantor trust with a U.S.grantor or other U.S.owner, because you did not report all your interest and dividends on your tax
generally,the U.S.grantor or other U.S.owner of the grantor trust and return(for reportable interest and dividends only);or
not the grantor trust. 5.You do not certify to the requester that you are not subject to
•In the case of a U.S.trust(other than a grantor trust),the U.S.trust backup withholding,as described in item 4 under"By signing the filled-
and not the beneficiaries of the trust. out form"above(for reportable interest and dividend accounts opened
See Pub.515 for more information on providing a Form W-9 or a after 1983 only).
certification of non-foreign status to avoid withholding.
Oneflow ID 14224422 Page 35/39
Form W-9(Rev.3-2024) Page 3
Certain payees and payments are exempt from backup withholding. example,if a foreign LLC that is treated as a disregarded entity for U.S.
See Exempt payee code,later,and the separate Instructions for the federal tax purposes has a single owner that is a U.S.person,the U.S.
Requester of Form W-9 for more information. owner's name is required to be provided on line 1.If the direct owner of
See also Establishing U.S.status for purposes of chapter 3 and the entity is also a disregarded entity,enter the first owner that is not
chapter 4 withholding,earlier. disregarded for federal tax purposes.Enter the disregarded entity's
name on line 2.If the owner of the disregarded entity is a foreign person,
What Is FATCA Reporting? the owner must complete an appropriate Form W-8 instead of a Form
W-9. This is the case even if the foreign person has a U.S.TIN.
The Foreign Account Tax Compliance Act(FATCA)requires a
participating foreign financial institution to report all U.S.account Line 2
holders that are specified U.S.persons.Certain payees are exempt from If you have a business name,trade name, DBA name,or disregarded
FATCA reporting.See Exemption from FATCA reporting code,later,and entity name,enter it on line 2.
the Instructions for the Requester of Form W-9 for more information.
Line 3a
Updating Your Information Check the appropriate box on line 3a for the U.S.federal tax
You must provide updated information to any person to whom you classification of the person whose name is entered on line 1.Check only
claimed to be an exempt payee if you are no longer an exempt payee one box on line 3a.
and anticipate receiving reportable payments in the future from this IF the entity/individual on line 1 THEN check the box for...
person.For example,you may need to provide updated information if
you are a C corporation that elects to be an S corporation,or if you are is a(n)...
no longer tax exempt.In addition,you must furnish a new Form W-9 if • Corporation Corporation.
the name or TIN changes for the account,for example,if the grantor of a . Individual or Individual/sole proprietor.
grantor trust dies.
• Sole proprietorship
Penalties • LLC classified as a partnership Limited liability company and
Failure to furnish TIN.If you fail to furnish your correct TIN to a for U.S.federal tax purposes or enter the appropriate tax
requester,you are subject to a penalty of$50 for each such failure • LLC that has filed Form 8832 or classification:
unless your failure is due to reasonable cause and not to willful neglect. 2553 electing to be taxed as a P=Partnership,
Civil penalty for false information with respect to withholding.If you corporation C=C corporation,or
make a false statement with no reasonable basis that results in no S=S corporation.
backup withholding,you are subject to a$500 penalty. • Partnership Partnership.
Criminal penalty for falsifying information.Willfully falsifying • Trust/estate Trust/estate.
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment. Line 3b
Misuse of TINs.If the requester discloses or uses TINs in violation of Check this box if you are a partnership(including an LLC classified as a
federal law,the requester may be subject to civil and criminal penalties. partnership for U.S.federal tax purposes),trust,or estate that has any
foreign partners,owners,or beneficiaries,and you are providing this
Specific Instructions form to a partnership,trust,or estate,in which you have an ownership
interest.You must check the box on line 3b if you receive a Form W-8
Line 1 (or documentary evidence)from any partner,owner,or beneficiary
establishing foreign status or if you receive a Form W-9 from any
You must enter one of the following on this line;do not leave this line partner,owner,or beneficiary that has checked the box on line 3b.
blank.The name should match the name on your tax return.
Note:A partnership that provides a Form W-9 and checks box 3b may
If this Form W-9 is for a joint account(other than an account be required to complete Schedules K-2 and K-3(Form 1065).For more
maintained by a foreign financial institution(FFI)),list first,and then information,see the Partnership Instructions for Schedules K-2 and K-3
circle,the name of the person or entity whose number you entered in (Form 1065).
Part I of Form W-9.If you are providing Form W-9 to an FFI to document
a joint account,each holder of the account that is a U.S.person must If you are required to complete line 3b but fail to do so,you may not
provide a Form W-9. receive the information necessary to file a correct information return with
•
the IRS or furnish a correct payee statement to your partners or
Individual.Generally,enter the name shown on your tax return. If you
hbeneficiaries.See,for example,sections 6698,6722,and 6724 for
have changed your last name without informing the Social Security
penalties that may apply.
Administration(SSA)of the name change,enter your first name,the last
name as shown on your social security card,and your new last name. Line 4 Exemptions
Note for ITIN applicant:Enter your individual name as it was entered If you are exempt from backup withholding and/or FATCA reporting,
on your Form W-7 application,line 1 a.This should also be the same as enter in the appropriate space on line 4 any code(s)that may apply to
the name you entered on the Form 1040 you filed with your application. you.
•Sole proprietor.Enter your individual name as shown on your Form Exempt payee code.
1040 on line 1.Enter your business,trade,or"doing business as"(DBA) . Generally,individuals(including sole proprietors)are not exempt from
name on line 2. backup withholding.
•Partnership,C corporation,S corporation,or LLC,other than a . Except as provided below,corporations are exempt from backup
disregarded entity.Enter the entity's name as shown on the entity's tax withholding for certain payments,including interest and dividends.
return on line 1 and any business,trade,or DBA name on line 2.
•Other entities.Enter your name as shown on required U.S.federal tax • Corporations are not exempt from backup withholding for payments
documents on line 1.This name should match the name shown on the made in settlement of payment card or third-party network transactions.
charter or other legal document creating the entity.Enter any business, • Corporations are not exempt from backup withholding with respect to
trade,or DBA name on line 2. attorneys'fees or gross proceeds paid to attorneys,and corporations
•Disregarded entity.In general,a business entity that has a single that provide medical or health care services are not exempt with respect
owner,including an LLC,and is not a corporation,is disregarded as an to payments reportable on Form 1099-MISC.
entity separate from its owner(a disregarded entity).See Regulations The following codes identify payees that are exempt from backup
section 301.7701-2(c)(2).A disregarded entity should check the withholding.Enter the appropriate code in the space on line 4.
appropriate box for the tax classification of its owner.Enter the owner's 1—An organization exempt from tax under section 501(a),any IRA,or
name on line 1.The name of the owner entered on line 1 should never a custodial account under section 403(b)(7)if the account satisfies the
be a disregarded entity.The name on line 1 should be the name shown requirements of section 401(f)(2).
on the income tax return on which the income should be reported.For
Oneflow ID 14224422 Page 36/39
Form W-9(Rev.3-2024) Page 4
2—The United States or any of its agencies or instrumentalities. F—A dealer in securities,commodities,or derivative financial
3—A state,the District of Columbia,a U.S.commonwealth or territory, instruments(including notional principal contracts,futures,forwards,
or any of their political subdivisions or instrumentalities. and options)that is registered as such under the laws of the United
4—A foreign government or any of its political subdivisions,agencies,
States or any state.
or instrumentalities. G—A real estate investment trust.
5—A corporation. H—A regulated investment company as defined in section 851 or an
entity registered at all times during the tax year under the Investment
6—A dealer in securities or commodities required to register in the Company Act of 1940.
United States,the District of Columbia,or a U.S.commonwealth or
territory. I—A common trust fund as defined in section 584(a).
7—A futures commission merchant registered with the Commodity J—A bank as defined in section 581.
Futures Trading Commission. K—A broker.
8—A real estate investment trust. L—A trust exempt from tax under section 664 or described in section
9—An entity registered at all times during the tax year under the 4947(a)(1).
Investment Company Act of 1940. M—A tax-exempt trust under a section 403(b)plan or section 457(g)
10—A common trust fund operated by a bank under section 584(a). plan.
11—A financial institution as defined under section 581. Note:You may wish to consult with the financial institution requesting
this form to determine whether the FATCA code and/or exempt payee
12—A middleman known in the investment community as a nominee or code should be completed.
custodian.
13—A trust exempt from tax under section 664 or described in section Line 5
4947. Enter your address(number,street,and apartment or suite number).
The following chart shows types of payments that may be exempt This is where the requester of this Form W-9 will mail your information
from backup withholding.The chart applies to the exempt payees listed returns.If this address differs from the one the requester already has on
above,1 through 13. file,enter"NEW"at the top. If a new address is provided,there is still a
chance the old address will be used until the payor changes your
IF the payment is for... THEN the payment is exempt address in their records.
for...
• Interest and dividend payments All exempt payees except Line 6
for 7. Enter your city,state,and ZIP code.
• Broker transactions Exempt payees 1 through 4 and 6 part I. Taxpayer Identification Number (TIN)
through 11 and all C corporations.
S corporations must not enter an Enter your TIN in the appropriate box.If you are a resident alien and
exempt payee code because they you do not have,and are not eligible to get,an SSN,your TIN is your
are exempt only for sales of IRS ITIN.Enter it in the entry space for the Social security number.If you
noncovered securities acquired do not have an ITIN,see How to get a TIN below.
prior to 2012. If you are a sole proprietor and you have an EIN,you may enter either
• Barter exchange transactions Exempt payees 1 through 4. your SSN or EIN.
and patronage dividends If you are a single-member LLC that is disregarded as an entity
• Payments over$600 required to Generally,exempt payees separate from its owner,enter the owner's SSN(or EIN,if the owner has
be reported and direct sales over 1 through 5.2 one).If the LLC is classified as a corporation or partnership,enter the
$5,000' entity's EIN.
• Payments made in settlement of Exempt payees 1 through 4. Note:See What Name and Number To Give the Requester,later,for
payment card or third-party further clarification of name and TIN combinations.
network transactions How to get a TIN.If you do not have a TIN,apply for one immediately.
1 See Form 1099-MISC,Miscellaneous Information,and its instructions. To apply for an SSN,get Form SS-5,Application for a Social Security
Card,from your local SSA office or get this form online at
2 However,the following payments made to a corporation and www.SSA.gov.You may also get this form by calling 800-772-1213.Use
reportable on Form 1099-MISC are not exempt from backup Form W-7,Application for IRS Individual Taxpayer Identification
withholding:medical and health care payments,attorneys'fees,gross Number,to apply for an ITIN,or Form SS-4,Application for Employer
proceeds paid to an attorney reportable under section 6045(f),and Identification Number,to apply for an EIN.You can apply for an EIN
payments for services paid by a federal executive agency. online by accessing the IRS website at www.irs.gov/EIN.Go to
Exemption from FATCA reporting code.The following codes identify www.irs.gov/Forms to view,download,or print Form W-7 and/or Form
payees that are exempt from reporting under FATCA.These codes SS-4.Or,you can go to www.irs.gov/OrderForms to place an order and
apply to persons submitting this form for accounts maintained outside have Form W-7 and/or Form SS-4 mailed to you within 15 business
of the United States by certain foreign financial institutions.Therefore,if days.
you are only submitting this form for an account you hold in the United If you are asked to complete Form W-9 but do not have a TIN,apply
States,you may leave this field blank.Consult with the person for a TIN and enter"Applied For"in the space for the TIN,sign and date
requesting this form if you are uncertain if the financial institution is the form,and give it to the requester.For interest and dividend
subject to these requirements.A requester may indicate that a code is payments,and certain payments made with respect to readily tradable
not required by providing you with a Form W-9 with"Not Applicable"(or instruments,you will generally have 60 days to get a TIN and give it to
any similar indication)entered on the line for a FATCA exemption code. the requester before you are subject to backup withholding on
A—An organization exempt from tax under section 501(a)or any payments.The 60-day rule does not apply to other types of payments.
individual retirement plan as defined in section 7701(a)(37). You will be subject to backup withholding on all such payments until
B—The United States or any of its agencies or instrumentalities. you provide your TIN to the requester.
C—A state,the District of Columbia,a U.S.commonwealth or Note:Entering"Applied For"means that you have already applied for a
territory,or any of their political subdivisions or instrumentalities. TIN or that you intend to apply for one soon.See also Establishing U.S.
status for purposes of chapter 3 and chapter 4 withholding,earlier,for
D—A corporation the stock of which is regularly traded on one or when you may instead be subject to withholding under chapter 3 or 4 of
more established securities markets,as described in Regulations the Code.
section 1.1472-1(c)(1)(i). Caution:A disregarded U.S.entity that has a foreign owner must use
E—A corporation that is a member of the same expanded affiliated the appropriate Form W-8.
group as a corporation described in Regulations section 1.1472-1(c)(1)(i).
Oneflow ID 14224422 Page 37/39
Form W-9(Rev.3-2024) Page rJ
Part 11. Certification For this type of account: Give name and EIN of:
To establish to the withholding agent that you are a U.S.person,or 8.Disregarded entity not owned by an The owner
resident alien,sign Form W-9.You may be requested to sign by the individual
withholding agent even if item 1,4,or 5 below indicates otherwise. 9.A valid trust,estate,or pension trust Legal entity4
For a joint account,only the person whose TIN is shown in Part 1 10.Corporation or LLC electing corporate The corporation
should sign(when required). In the case of a disregarded entity,the status on Form 8832 or Form 2553
person identified on line 1 must sign. Exempt payees,see Exempt payee 11.Association,club,religious,charitable, The organization
code,earlier. educational,or other tax-exempt
Signature requirements.Complete the certification as indicated in organization
items 1 through 5 below. 12.Partnership or multi-member LLC The partnership
1.Interest,dividend,and barter exchange accounts opened 13.A broker or registered nominee The broker or nominee
before 1984 and broker accounts considered active during 1983. 14.Account with the Department of The public entity
You must give your correct TIN,but you do not have to sign the Agriculture in the name of a public
certification. entity(such as a state or local
government,school district,or prison)
2.Interest,dividend,broker,and barter exchange accounts that receives agricultural program
opened after 1983 and broker accounts considered inactive during payments
1983.You must sign the certification or backup withholding will apply. If 15.Grantor trust filing Form 1041 or The trust
you are subject to backup withholding and you are merely providing under the Optional Filing Method 2,
your correct TIN to the requester,you must cross out item 2 in the requiring Form 1099(see Regulations
certification before signing the form. section 1.671-4(b)(2)(i)(13))"
3.Real estate transactions.You must sign the certification.You may List first and circle the name of the person whose number you furnish.
cross out item 2 of the certification. If only one person on a joint account has an SSN,that person's number
4.Other payments.You must give your correct TIN,but you do not must be furnished.
have to sign the certification unless you have been notified that you 2
have previously given an incorrect TIN."Other payments"include Circle the minor's name and furnish the minor's SSN.
payments made in the course of the requester's trade or business for 'You must show your individual name on line 1,and enter your business
rents,royalties,goods(other than bills for merchandise),medical and or DBA name,if any,on line 2.You may use either your SSN or EIN(if
health care services(including payments to corporations),payments to you have one),but the IRS encourages you to use your SSN.
a nonemployee for services,payments made in settlement of payment 4 List first and circle the name of the trust,estate,or pension trust.(Do
card and third-party network transactions,payments to certain fishing not furnish the TIN of the personal representative or trustee unless the
boat crew members and fishermen,and gross proceeds paid to legal entity itself is not designated in the account title.)
attorneys(including payments to corporations).
'Note:The grantor must also provide a Form W-9 to the trustee of the
5.Mortgage interest paid by you,acquisition or abandonment of trust.
secured property,cancellation of debt,qualified tuition program
payments(under section 529),ABLE accounts(under section 529A), "`For more information on optional filing methods for grantor trusts,see
IRA,Coverdell ESA,Archer MSA or HSA contributions or the Instructions for Form 1041.
distributions,and pension distributions.You must give your correct Note:If no name is circled when more than one name is listed,the
TIN, but you do not have to sign the certification. number will be considered to be that of the first name listed.
What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft
For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information,
1.Individual The individual such as your name,SSN,or other identifying information,without your
2.Two or more individuals(Joint account) The actual owner of the account or, permission to commit fraud or other crimes.An identity thief may use
other than an account maintained by if combined funds,the first individual your SSN to get a job or may file a tax return using your SSN to receive
an FFI on the account' a refund.
3.Two or more U.S.persons Each holder of the account To reduce your risk:
(Joint account maintained by an FFI) • Protect your SSN,
4.Custodial account of a minor The minorz • Ensure your employer is protecting your SSN,and
(Uniform Gift to Minors Act)
• Be careful when choosing a tax return preparer.
5.a.The usual revocable savings trust The grantor-trustee'
(grantor is also trustee) If your tax records are affected by identity theft and you receive a
b.So-called trust account that is not The actual owner' notice from the IRS,respond right away to the name and phone number
a legal or valid trust under state law printed on the IRS notice or letter.
6.Sole proprietorship or disregarded The owner3 If your tax records are not currently affected by identity theft but you
entity owned by an individual think you are at risk due to a lost or stolen purse or wallet,questionable
credit card activity,or a questionable credit report,contact the IRS
7.Grantor trust filing under Optional The grantor' Identity Theft Hotline at 800-908-4490 or submit Form 14039.
Filing Method 1 (see Regulations
section 1.671-4(b)(2)(i)(A))" For more information,see Pub.5027, Identity Theft Information for
Taxpayers.
Oneflow ID 14224422 Page 38/39
Form W-9(Rev.3-2024) Page 6
Victims of identity theft who are experiencing economic harm or a Privacy Act Notice
systemic problem,or are seeking help in resolving tax problems that
have not been resolved through normal channels,may be eligible for Section 6109 of the Internal Revenue Code requires you to provide your
Taxpayer Advocate Service(TAS)assistance.You can reach TAS by correct TIN to persons(including federal agencies)who are required to
calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD file information returns with the IRS to report interest,dividends,or
800-829-4059. certain other income paid to you;mortgage interest you paid;the
Protect yourself from suspicious emails or phishing schemes. acquisition or abandonment of secured property;the cancellation of
Phishing is the creation and use of email and websites designed to debt;or contributions you made to an IRA,Archer MSA,or HSA.The
mimic legitimate business emails and websites.The most common act person collecting this form uses the information on the form to file
is sending an email to a user falsely claiming to be an established information returns with the IRS,reporting the above information.
legitimate enterprise in an attempt to scam the user into surrendering Routine uses of this information include giving it to the Department of
private information that will be used for identity theft. Justice for civil and criminal litigation and to cities,states,the District of
Columbia,and U.S.commonwealths and territories for use in
The IRS does not initiate contacts with taxpayers via emails.Also,the administering their laws.The information may also be disclosed to other
IRS does not request personal detailed information through email or ask countries under a treaty,to federal and state agencies to enforce civil
taxpayers for the PIN numbers,passwords,or similar secret access and criminal laws,or to federal law enforcement and intelligence
information for their credit card,bank,or other financial accounts. agencies to combat terrorism.You must provide your TIN whether or not
If you receive an unsolicited email claiming to be from the IRS, you are required to file a tax return.Under section 3406,payors must
forward this message to phishing@irs.gov.You may also report misuse generally withhold a percentage of taxable interest,dividends,and
of the IRS name,logo,or other IRS property to the Treasury Inspector certain other payments to a payee who does not give a TIN to the payor.
General for Tax Administration(TIGTA)at 800-366-4484.You can Certain penalties may also apply for providing false or fraudulent
forward suspicious emails to the Federal Trade Commission at information.
spam@uce.gov or report them at www.ftc.gov/complaint.You can
contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(877-438-4338).
If you have been the victim of identity theft,see www.identityTheft.gov
and Pub.5027.
Go to www.irs.gov/IdentityTheft to learn more about identity theft and
how to reduce your risk.
Oneflow ID 14224422 Page 39/39