These Terms of Service (“Agreement”) are a legal agreement between us ( “us”, “our”, “we”, or “ClearTech”) and you, the entity on whose behalf a ClearTech account is created (“you” and “your”) under this Agreement, including through applications, websites, and software (“Services”). This Agreement states the terms and conditions that apply to your use of the Services.
ClearTech provides a payment services platform enabled by one of our financial partners enabling these services to you (“Financial Partners”). Your use of the ClearTech account is also subject to your agreement with our Financial Partners (the “Financial Partner Agreements”). Details of the Financial Partner Agreements are described in section 12 below.
We may revise this Agreement from time to time. We will use reasonable efforts to notify you of any material changes to this Agreement in advance. The revised Agreement will be effective on the last updated date stated in the revised Agreement. By using a Service after any revisions become effective, you agree to those changes. If you do not agree with any changes to this Agreement, you must stop using the Services.
Only businesses (including sole proprietorships), non-profit organizations, and other entities registered and located in the United States are eligible to apply for a ClearTech Account and use the Services. You and your Representative must not attempt to create a ClearTech Account on behalf of or for the benefit of a user whose use of the ClearTech Services was suspended or terminated by ClearTech unless ClearTech approves otherwise.
You and your Representative individually affirm to ClearTech that (a) your Representative is over the age of 18; (b) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (c) your Representative is an executive officer, senior manager, or otherwise has significant responsibility for the control, management or direction of your business. ClearTech may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority if necessary.
You must not use the Services if you have previously been terminated or suspended from using any of our services or if you are the subject of government sanctions such as those applied by the U.S. Office of Foreign Assets Control (“OFAC”).
User Information
Upon ClearTech’s request, you must provide us with your business name, and the full name and email address of the individual creating the ClearTech Account on behalf of your business. We will also request that you provide additional information to permit us to verify your identity, including your business entity type, a valid U.S. physical address (not a P.O. Box or the address of a commercial mail-receiving agency), a phone number, and your tax identification number. Additionally, we may require personal information (including the full name, date of birth, social security number, and in some cases a form of photo identification) of any beneficial owners of your business, including at least one controller.
You must keep the User Information in your ClearTech Account current. You must promptly update your ClearTech Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify ClearTech, and provide ClearTech updated User Information, if (a) you experience or anticipate experiencing a change of control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience insolvency proceedings; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.
Information Sharing
We may share information you provide to us, or that is created through the use of your ClearTech Account. We may also receive information about you from a Financial Partner or another third party. We maintain a policy that explains how we use and protect your data (“Privacy Policy”). We incorporate our Privacy Policy into this Agreement.
You shall not use the Services to (a) engage in illegal or fraudulent activities; (b) benefit any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions, lists maintained by OFAC; or (c) engage in transactions related to or in furtherance of the following activities (“Prohibited Activities”):
In addition to the above Prohibited Activities, ClearTech and its Financial Partners reserve the right to suspend your Account or terminate this Agreement in the event that you are using your Account and Services to conduct any activity we determine to be high risk or to expose us or other ClearTech clients or customers to an unacceptable level of risk. If we learn or suspect that you are using your Account or the Services for any illegal or fraudulent purpose, we may share your information with any government or regulatory authority, financial partner, or law enforcement agency we deem necessary to fulfill our obligations to comply with applicable Laws.
The Services provided are protected by trademark, copyright, patent, and other laws of the United States and other countries. We and our Financial Partners (as applicable) reserve all intellectual property rights, title, and interest in and to the Services. Your use of the Services is subject to this Agreement, and this Agreement does not grant you any rights to our intellectual property or the intellectual property of our licensors, licensees, or Financial Partners.
Your Termination
You may terminate this Agreement at any time by closing your ClearTech Account. Termination will be effective on the date that your account is closed.
ClearTech Termination
We may terminate this Agreement or close your ClearTech Account at any time for any reason as permitted under applicable law. We may suspend your ClearTech Account, or terminate this Agreement, if (a) we determine in our sole discretion that you are ineligible for the Services because of significant fraud risk, or any other risks; (b) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (c) any law or Financial Partner requires us to do so, or (d) we are otherwise entitled to do so under this Agreement.
If someone sues us because of something you did, you agree to be responsible for the related costs: You will defend, indemnify, and hold us, our Financial Partners, and their respective officers, directors, agents, employees, and suppliers harmless from and against any and all claims, losses, expenses, demands, or liabilities, including attorneys’ fees and costs, incurred by us in connection with any claim by a third party arising out of or in any way related to (a) your use of the Services; (b) your violation or alleged violation of this Agreement, Financial Partners Agreement, or of any applicable law; (c) your infringement or alleged infringement of any intellectual property or other rights of any other person or entity; or (d) any dispute between you and a third party.
You must not settle any such claim or matter against us without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which we are entitled to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.
THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. CLEARTECH MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE SERVICES OR THE CONTENT, MATERIALS, INFORMATION, AND FUNCTIONS WE MAKE ACCESSIBLE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
CLEARTECH, OUR FINANCIAL PARTNERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR SUPPLIERS ARE NOT LIABLE FOR ANY LOSSES, DAMAGES, OR COSTS THAT YOU OR OTHERS MAY SUFFER ARISING OUT OF OR RELATING TO HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR CLEARTECH ACCOUNT, OR PROTECTED DATA, OR YOUR FAILURE TO USE OR IMPLEMENT ANTI-FRAUD OR DATA SECURITY MEASURES. FURTHER, CLEARTECH IS NOT LIABLE FOR ANY LOSSES, DAMAGES, OR COSTS THAT YOU OR OTHERS MAY SUFFER ARISING OUT OF OR RELATING TO (A) YOUR ACCESS TO, OR USE OF, THE SERVICES IN A WAY THAT IS INCONSISTENT WITH THIS AGREEMENT; (B) UNAUTHORIZED ACCESS TO SERVERS OR INFRASTRUCTURE, OR TO CLEARTECH DATA OR PROTECTED DATA; (C) SERVICE INTERRUPTIONS OR STOPPAGES; (D) BUGS, VIRUSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE (E) ERRORS, INACCURACIES, OMISSIONS OR LOSSES IN OR TO ANY PROTECTED DATA OR CLEARTECH DATA; (F) CONTENT; OR (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHERS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARTECH, OUR FINANCIAL PARTNERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR SUPPLIERS WILL NOT BE LIABLE TO YOU OR YOUR AFFILIATES IN RELATION TO THIS AGREEMENT OR THE SERVICES DURING AND AFTER THE TERM, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, BUSINESS INTERRUPTION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES, EVEN IF THESE LOSSES, DAMAGES, OR COSTS ARE FORESEEABLE, AND WHETHER OR NOT YOU OR CLEARTECH HAVE BEEN ADVISED OF THEIR POSSIBILITY.
Binding Arbitration
All disputes, claims, and controversies, whether based on past, present, or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, will be determined by binding arbitration in the State of Delaware before a single arbitrator. You and we agree that the American Arbitration Association (the "AAA"), will administer the arbitration under the rules of the Federal Arbitration Act. Unless the Parties agree otherwise, or unless the arbitration administrator’s rules or law require otherwise, the arbitration shall be held in the State of Delaware.
ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS.
We are not responsible for any loss to you caused by an event that is beyond our control including, but not limited to, natural disasters, wars, insurrection, terrorist acts or threats, riots, strikes, computer failure, fire, loss of power, communication or transportation facilities, action or inaction of any governmental authority, or for delays or other failures of the U.S. Mail service, or the failure of any other provider of funds transfer or item processing services.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If any provision of this Agreement is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect.
In order to use the payment functionality of our application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at support@clear.tech
In the event that you or your suppliers register to create an account only to receive payments via our application, you expressly authorize our service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You must be at least 13 years old and obtain parental permission if under 18 to receive funds. You or your suppliers authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.
This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services and supersedes all prior and contemporaneous agreements and understandings.
If you have a question about the Services or how these Terms apply to you, please contact our support on support@clear.tech
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