Terms of Service
Effective: July 6, 2018
These terms of service (“Terms of Service”) constitute a legal agreement between you and Clear Finance Technology Corp (“Clearbanc” or “Company”), a Canadian corporation. As used in these Terms of Service, the words “you” and “your” refer to you, the user of Clearbanc’s website, device, or applications, as the party agreeing to these Terms of Service. The words “we”, “us”, “our” and any other variation thereof refer to Clearbanc. Any reference to “Clearbanc” in this document includes our directors, officers, employees, contractors, owners, agents, licensors, or licensees. As used in these Terms of Service, the term “Site” includes all websites and all devices or applications that we operate, pages within each such website, device, or application, any equivalent, mirror, replacement, substitute or backup website, device, or application, and pages that are associated with each such website, device, or application. The use of the word “including” in these Terms of Service to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered.
1. Acceptance of Terms
We reserve the right, at our discretion, to make changes to the Terms of Service from time to time without notice, so please review it frequently. You may review updates to our Terms of Service at any time via links on www.clearbanc.com. You agree to accept electronic communications and/or postings of revised versions of the Terms of Service on www.clearbanc.com and agree that such electronic communications or postings constitute notice to you of the revised version of the Terms of Service. Changes take effect immediately upon posting. Your continued use of the Services after any changes or revisions to the Terms of Service shall indicate your agreement with the terms of such revised Terms of Service.
In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others (including, without limitation, the Business Cash Advance Agreement, if executed). If there is any contradiction between these Terms of Service and another executed agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. Please note that your funding, if any, will be subject to a separate business cash advance agreement.
2. Privacy and your Personal Information
3. Registration Information
You agree and understand that you are responsible for maintaining the confidentiality of the combination of your Login ID and password, which together allow you to access the Service. If you believe that such Login ID and password, together with any account information you provide or a device that you use to access any Site has been lost or stolen, that someone is using your account without your permission, or that an unauthorized transaction has occurred, you must notify us IMMEDIATELY at [email protected].
4. Accuracy of and Changes to your Information
You agree to provide true, accurate and complete profile, banking and business information, including such other information as may be prompted by any registration forms on the Site or otherwise requested by Clearbanc, including with respect to accounts maintained at third-party sites and you further agree to provide such materials as Clearbanc may request to establish and/or verify your or any other person's identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity's legal existence, good standing in any jurisdiction and eligibility to use the Site or Service, or to establish and/or verify your eligibility (collectively, “Account Information and Supporting Materials”). You further agree to promptly update all your Account Information and Supporting Materials whenever the information provided to us is no longer accurate. If you do not do this, the accuracy and effectiveness of the Services provided to you will be affected. If you need help in changing your information, please email us at [email protected]. We are not responsible for any payment processing errors or fees or other Services-related issues arising from your failure to keep your Account Information and Supporting Materials current. You represent that you are a legal owner of, and that you are authorized to provide us with, all Account Information and Supporting Materials and other information necessary to facilitate your use of the Services and the Site.
In addition, in consideration of your use of the Site and the Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to promptly notify Clearbanc regarding any material changes to information or circumstances impacting the business or entity's legal existence, good standing in any jurisdiction in which the business or entity is authorized to conduct business, or eligibility for continued use of the Site or any Service.
5. Disclosure and Consent to Electronic Communications
You understand and agree that you are entering into these Terms of Service electronically and that certain categories of information (“Communications”) may be provided by Clearbanc to you by electronic means (i.e., via email, through the Service by displaying links to notices generally on the Site, or to your mobile device), unless and until you withdraw your consent as described below. The categories of Communications that may be provided by electronic means include:
- These Terms of Service and any amendments, modifications, or supplements;
- Records of any payment and other transactions you handle through the Sites or Services, including payment histories and transaction confirmations;
- Disclosures or notices provided in connection with the Services, including any required by federal or state law (including initial disclosures, periodic statements, periodic and annual error resolution notices, initial and annual privacy notices, opt-out notices, and change-in-terms notices);
- Any customer service communications, including communications with respect to claims of error or unauthorized use of the Sites or Services; and
- Any other communication related to the Sites or Services.
Although we reserve the right to provide Communications in paper format at any time, you agree that we are under no obligation to do so. All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of these Terms of Service and any Communication that is important to you and retain the copy for your records. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Site and Service. If you do not wish to receive these Terms of Service or the Communications electronically, you may not use the Sites or Services.
If you have opened an account with us and you wish to withdraw your consent to have Communications provided electronically, you must close your account by contacting [email protected] aand stop using the Sites and Services. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal and only after all amounts owing (including Specified Amounts (as defined in a Business Cash Advance Agreement)), if any, have been satisfied by you. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications.
Clearbanc offers various tools and functions through the Sites including when you register, apply for advances, receive advances, access or use our website, mobile applications, products, network and services, or when you otherwise interact with us (collectively, the “Services”)
There is no cost to maintain a Clearbanc account. The Services offered may require the payment of fees and other amounts. These Services are subject to separate agreements into which you must enter prior to participating in such Service.
8. Your Use of the Services
Your right to access and use the Sites and use the Services is personal to you and is not transferable by you to any other person or entity, and you may only access and use the Sites and Services for lawful purposes.
In order to allow you to use certain Services, we may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. These inquiries may include asking you for further information, requiring you to provide a taxpayer identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, or verifying information you provide against third-party databases or through other sources. If you do not provide this information (including Account Information and Supporting Materials) or any other information requested, if we cannot verify your identity or if we are not satisfied with the results (in our sole and absolute discretion), we can refuse to allow you to use the Services.
Your access and use of the Sites or Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Service, events beyond our control, or other actions that Clearbanc, in its sole discretion, may elect to take. In no event will Clearbanc be liable to any party for any loss, cost, or damage that results from any period of downtime of the Sites or Services. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of lability language otherwise contain in these Terms Of Service.
9. Modification to Site or Services
Clearbanc further reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites or Services with or without notice. You agree that Clearbanc shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Sites or Services. The provisions of this paragraph are in addition to, and not intended to limit or modify, any limitation of lability language otherwise contain in these Terms Of Service.
10. Rights you Grant to Us
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Clearbanc through the Service, you are licensing that content to Clearbanc solely for the purpose of providing the Service. Clearbanc may use and store the content for the purpose of providing the Service to you. By submitting this content to Clearbanc, you represent that you are entitled to submit it to Clearbanc for use for this purpose, without any obligation by Clearbanc to pay any fees or other limitations.
By using the Service, you expressly authorize Clearbanc to access your Account Information and Supporting Materials maintained by identified third parties, on your behalf as your agent. Clearbanc will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit Clearbanc to use and store information submitted by you to the Service (such as account passwords and user names) to accomplish the foregoing and to configure the Service so that it is compatible with the third-party sites for which you submit your information. For purposes of these Terms of Service, and in connection with the Account Information and Supporting Materials, as part of the Service, you grant Clearbanc a limited power of attorney, and appoint Clearbanc as your attorney-in-fact and agent, to access third-party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN CLEARBANC IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION AND SUPPORTING MATERIALS FROM THIRD-PARTY SITES, CLEARBANC IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service. You expressly relieve us from any and all liability arising from your use of any third-party website or service. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third party account providers accessible through the Services. You acknowledge that through the use of the Services, Clearbanc shall have access to your account credentials, including but not limited to login username and passwords.
By accepting these Terms of Service, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or via text. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular telephone number.
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). Clearbanc reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Clearbanc a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Clearbanc has the right, but not the obligation, to monitor the Service or Your Content.
You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Clearbanc’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Clearbanc will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
Clearbanc reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Clearbanc’s website and in other communication with existing or potential Clearbanc customers. To decline Clearbanc this right you need to email [email protected] stating that you do not wish to be used as a reference.
11. No Unlawful or Prohibited Use
As a condition of your use of the Sites and Services, you represent and warrant to Clearbanc that you will not use the Sites or Services for any purpose that is unlawful or prohibited by these Terms of Service.
You agree that you will not:
- Sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party;
- Use the Sites or Services in any manner that could damage, disable, overburden, or impair the Sites or Services;
- Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites or Services;
- Use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components;
- Modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;
- Access the Sites by any means other than through the interface that is provided by Clearbanc for use in accessing the Sites;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site or Services or attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site or the Service;
- Frame the Site, utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over the Site's pages, or otherwise affect the display of the Site's pages;
- Engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
- Register for multiple accounts on behalf of the same business or entity; or
- Use data provided by Clearbanc in any manner whatsoever for any competing uses or purposes.
All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Clearbanc. You shall comply with any codes of conduct, policies or other notices Clearbanc provides you or publishes in connection with the Service, and you shall promptly notify Clearbanc if you learn of a security breach related to the Service.
If Clearbanc, in its sole discretion, believes that you may have engaged in any activities restricted by these Terms of Service or by law, we may (in our sole and absolute discretion) take various actions to protect Clearbanc, other users, and other third parties from fees, fines, penalties, and any other liability (with or without notice), including:
- We may close, suspend, or limit your access to your account or ability to use the Sites or Services;
- We may update inaccurate information you provided us;
- We may refuse to allow you to use the Sites or Services in the future;
- We may take legal action against you; and
- We may hold you liable to Clearbanc for the amount of Clearbanc's damages caused by your violation of these Terms of Service.
Clearbanc, in its sole discretion, reserves the right to terminate these Terms of Service, access to its Sites, or access to the Services for any reason and at any time with or without notice to you.
12. Clearbanc's Intellectual Property Rights
All content included or available in connection with the Sites, including any and all materials, information, text, data, software, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever (collectively, the “Content”) and the selection and arrangement thereof is owned exclusively by Clearbanc or the licensors or suppliers of Clearbanc and is protected by U.S. and international copyright and other intellectual property laws. All rights are hereby reserved. Without limiting the foregoing, no Content on the Sites may be copied, reproduced, duplicated, published, or distributed in any form or by any means whatsoever without the express prior written permission of Clearbanc or the appropriate licensor or supplier.
Any feedback, questions, comments, suggestions, ideas, or the like that you send to Clearbanc will be treated as being non-confidential and nonproprietary, and Clearbanc will be free to use such information for any purpose whatsoever including developing, manufacturing, and marketing products and services incorporating the information.
13. Disclaimer of Presentation and Warranties
THE SITES, THE SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT IS OFFERED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLEARBANC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITES OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR SOLE RISK.
CLEARBANC MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTINUED AVAILABILITY OF THE CONTENT ON THE SITES OR THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CLEARBANC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SITES OR THE SERVICES IS FREE OF BUGS, DEFECTS, OR ERRORS, OR INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION.
THE SERVICE IS NOT INTENDED TO PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE. CLEARBANC IS NOT A FINANCIAL PLANNER, BROKER, OR TAX ADVISOR. Before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial or legal advisers who are fully aware of your individual circumstances. Clearbanc does not assume any responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store Account Information and Supporting Materials. Any information made available through the Services will only reflect the information that we most recently accessed, and as such, may not reflect activity that occurred after we last accessed the applicable third-party site or any pending transactions.
You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. Clearbanc makes commercially reasonable efforts to provide alerts in a timely manner with accurate information, but we cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. Clearbanc shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
14. Limitation of Liability
CLEARBANC SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES YOU MAY INCUR IN CONNECTION WITH THE SITES, THE SERVICES, YOUR USE THEREOF, OR ANY OF THE USER SUBMISSIONS, INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED THROUGH OR RESIDING ON THE SITES, OR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING THEREFROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICE, EVEN IF CLEARBANC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, CLEARBANC'S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO US$500.00 (FIVE HUNDRED UNITED STATES DOLLARS). YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO CLEARBANC FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM CLEARBANC, REGARDLESS OF THE CAUSE OF ACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTIONS AND THE PREVIOUS SECTION MAY NOT APPLY TO YOU.
15. Indemnification of Clearbanc
You shall defend, indemnify and hold harmless Clearbanc and its officers, directors, shareholders, affiliates and employees, from and against all claims, actions, damages, obligations, costs, demands and expenses, including but not limited to attorney's fees, in whole or in part arising out of or attributable to any breach of these Terms of Service by you, any of Your Content, your violation of any third party right, or your other access, contribution to, use or misuse of the Service. Clearbanc shall provide notice to you of any such claim, suit or demand. Clearbanc reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Clearbanc’s defense of such matter.
16. Governing Law & Forum for Disputes
These Terms of Service, and your relationship with Clearbanc under these Terms of Service, shall be governed by the laws of the State of Delaware without regard to its conflict or choice of laws provisions. Any dispute with Clearbanc, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms of Service shall be resolved exclusively through any Delaware state or federal court sitting in New Castle County, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Clearbanc may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Clearbanc is able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to these Terms of Service.
You also acknowledge and understand that, with respect to any dispute with Clearbanc, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or these Terms of Service:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
- YOU AND CLEARBANC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE MONTH AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
17. Error Resolution
Errors or Questions about TransactionsPlease contact us by emailing us at [email protected]
- If you believe a transaction receipt or a statement is wrong
- If you need more information about a transaction on the receipt or statement.
We must hear from you within one (1) business day of us sending you a receipt.
Your inquiry must include:
- Your name, email associated with your account, and your account number (if available);
- A description of the error or the transaction you are unsure about;
- A clear explanation of why you believe there is an error or why you need more information;
- The dollar amount of the suspected error.
If you tell us orally, we may require that you send us your inquiry via email within ten (10) business days.
If any portion of these Terms of Service is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms of Service as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms of Service that is unlawful, void or unenforceable shall be stricken from these Terms of Service.
You agree that if Clearbanc does not exercise or enforce any legal right or remedy which is contained in these Terms of Service (or which Clearbanc has the benefit of under any applicable law), this will not be taken to be a formal waiver of Clearbanc's rights and that those rights or remedies will still be available to Clearbanc.
All covenants, agreements, indemnifications, limitations on liability, representations and warranties made in these Terms of Service shall survive your acceptance of these Terms of Service and the termination of these Terms of Service.
You may not assign this Terms of Service without the prior written consent of Clearbanc, but Clearbanc may assign or transfer this Terms of Service, in whole or in part, without restriction.
These Terms of Service represents the entire understanding and agreement between you and Clearbanc regarding the subject matter of the same, and supersedes all other previous agreements.