Legal

Terms of Service

Last Modified Date: 05/16/2023

Welcome to getclearing.co (the “Site”), a website of Clearing Tech Inc, a Delaware corporation (“Clearing”, “we,” or “us”). This page explains the terms by which you may use the financial services we make available to you on our Site (collectively the “Services”).

By submitting your application to obtain an account to access Clearing’s services (“Account”) and to use the Services, you signify that you have read, understood, and agree to be bound by these Clearing Terms of Service (“Agreement”) and other applicable terms and conditions referenced and incorporated in this Agreement, and to the collection and use of your information as set forth in the Clearing Privacy Policy, available here. You also agree to receive all notices and other communications from us electronically, as provided for in our E-Sign Consent and Electronic Communications Agreement, available here. By agreeing to these terms, you also agree to Clearing Account Agreement, available here.

Clearing reserves the right to make unilateral modifications to these terms and will provide notice of these changes by posting an updated version to our legal page.

“Company” or “You” means the legal entity that is applying for or that has opened an Account to use the Services and the individual applying for the Account. If you are the individual applying for the Account for a business, you represent and warrant that you are an authorized representative of Company with the authority to bind Company to this Agreement, and that you agree to this Agreement on Company’s behalf.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Scope of the Services; Use of the Services; Eligibility

A. Eligibility. This is a contract between you and Clearing. You must read and agree to these terms before using the Services. If you do not agree, you may not apply for an Account or use the Services. You may only apply for an Account or use the Services for business purposes, if you are a legal entity formed and registered in the United States and can form a binding contract with Clearing and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use of or access to the Services for consumer or non-commercial purposes, or by anyone under 18 is strictly prohibited and in violation of this Agreement. There may be other eligibility requirements applicable to specific Services.B. Scope of the Services. We offer the following Services through our proprietary software as a service platform that we host for our customers. Clearing offers an online platform for property managers to manage the finances of their rental properties.

You acknowledge and agree that:

Clearing does not participate in any actual lease transactions, including, without limitation, negotiations, discussions, or proposals, and you expressly waive any requirement that purports to impose on Clearing an obligation to perform any services other than those expressly undertaken by Clearing.
Clearing does not render legal, brokerage, or other professional advice or services to its customers.

C. Partner agreement with Dwolla. In order to use the payment functionality of the Clearing application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. You authorize Clearing 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 the Clearing application, and Dwolla account notifications will be sent by Clearing, not Dwolla. Clearing will provide customer support for your Dwolla account activity, and can be reached at support@getclearing.co.

If you are a Property Manager registering Homeowners or Vendors in order to let them receive payments from you via our service, you:

Consent to adding them as “Receive Only” users to your Account in our platform, as defined by Dwolla, and agree to securing their approval to do so;
Will verify that Receive Only users are at least 13 years old or have obtained parental permission if under 18 to receive funds.
Authorize us to collect and share with Dwolla the required information about such Receive Only users, 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.
qExpressly authorize Clearing Tech, Inc’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account.

D. Applying for an Account. You will need to provide Company information and certain personal information (collectively, “Company Information”), when you submit your application to obtain an account to access Clearing’s services (“Account”). Company Information may include your registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of beneficial owners and certain other personnel, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information. We provide Company Information to our third-party service providers to determine your eligibility for the Services. We rely on the accuracy of the Company Information you provide us when opening and maintaining your Account. We may deny your applications, suspend provision of the Services to you, or close your Account if Company Information is out of date, incomplete, or inaccurate. At any time during the term of this Agreement and as part of your use of the Services, we may require additional Company Information from you to verify your identity and the identity of your business, to obtain other information about your business, to open and maintain an Account and aspects of the Services, to assess your financial condition, and to evaluate the risks associated with your business. You expressly consent and authorize us to retrieve additional Company Information about Company and its owners or directors from our vendors and other third parties to solely to assess the history and risks of the business and to prevent fraud, including by obtaining information from credit reporting agencies and information bureaus, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include names, addresses, credit history, and other data. You acknowledge that we may use Company Information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business.

E. Account Management and Security. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong” passwords (for recommendations on what constitutes a strong password, check NIST SP 800-63B) with your Account. You must notify Clearing immediately of any breach of security or unauthorized use of your Account. Clearing will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised.

F. Prohibitions. You may not use the Account or the Services (a) for any purpose that is unlawful or prohibited by this Agreement; (b) for any personal, family, household, or other use that is not related to Company’s business purpose; (c) for the benefit of an individual, organization, or country identified on the United States Office of Foreign Assets Control’s Specially Designated Nationals List, or (d) for any third parties unaffiliated with Company.

G. Collection and Right to Set-Off. You agree to pay all amounts owed to us on demand. Your failure to pay amounts owed to us under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include attorneys’ fees, costs of arbitration or court proceedings, collection agency fees, any applicable interest, and any other related cost.

2. Proprietary Rights

A. Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Clearing reserves all rights not expressly granted herein in the Services and the Clearing IP (as defined below). Clearing may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content available on the Site (the “Clearing IP”), and all Intellectual Property Rights related thereto, are the exclusive property of Clearing and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Clearing IP. Use of the Clearing IP for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

B. Feedback. You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Clearing under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Clearing does not waive any rights to use similar or related ideas previously known to Clearing, or developed by its employees, or obtained from sources other than you.C. Copyright Complaints. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:Clearing TechAttn: Copyrights122 W 29th Street, 4th Floor, New York, 10001 NYTo meet the notice restrictions under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

3. Site Data and Privacy

You understand that by using the Services you consent to the collection, use and disclosure of Company Information and aggregate data we collect from your use of the Services (“Site Data”) as set forth in our Privacy Policy, and to have Company Information and Site Data collected, used, transferred to and processed in the United States. You grant us a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Site Data for the purposes identified in this Agreement. Clearing uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Company Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use Company Information for improper purposes. You acknowledge that you provide Company Information at your own risk.

4. Third-Party Links and Information

The Services may contain links to third-party materials that are not owned or controlled by Clearing. Clearing does not endorse or assume any responsibility for any such third-party services, information, materials, products, or Services. If you access a third-party website, application or service from the Services, you do so at your own risk, and you understand that this Agreement and Clearing's Privacy Policy do not apply to your use of such third-party services. You expressly relieve Clearing from any and all liability arising from your use of any third-party websites, applications, services, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Clearing shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

5. Indemnification

You agree to defend, indemnify and hold harmless Clearing and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

6. No Warranty

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLEARING OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CLEARING ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.CLEARING DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CLEARING WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLEARING, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL CLEARING BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEARING ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CLEARING, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OROLID ANY OTHER BASIS, EVEN IF CLEARING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

8. Payment Terms and Termination

This Agreement is effective when you submit your application to us and continues until terminated by either you or us, any third-party payment processor agreements, or as otherwise set forth in this Agreement. By accepting these terms and conditions, you agree to the following payment terms:

Monthly Recurring Subscription with Auto-Renewal

Users opting for the monthly subscription plan will be billed on a monthly basis, on the first of each month.
Payment is due at the beginning of each monthly billing cycle.
Monthly subscribers have the flexibility to cancel their subscription at any time. However, please note that the current month's charges are non-refundable.

Annual Recurring Subscription with Auto-Renewal

Users who choose the annual subscription plan will be billed for the entire year at the time of purchase.
The annual subscription will automatically renew at the end of each subscription term unless canceled by the user.
If an annual subscriber decides to cancel their subscription before the end of the subscription term, they will not be entitled to a refund for the remaining months.

Renewals

A. Monthly Subscription:

Monthly subscriptions will renew automatically at the end of each billing cycle unless canceled by the user.
Users will continue to be billed on a monthly basis until the subscription is canceled.

B. Annual Subscription:

The annual subscription will automatically renew at the end of the subscription term.
Users will receive a notification prior to the renewal date, reminding them of the upcoming renewal.

Non-Refundable Fees

Implementation Fee:

In addition to the subscription charges, we charge a one-time Implementation Fee for the initial setup, onboarding & training process.
The Implementation Fee is non-refundable, regardless of whether the user decides to cancel their subscription.

Termination

A. Monthly Subscription:

Users on the monthly subscription plan can cancel their subscription at any time.
Upon cancellation, the user will not be billed for future months, but the current month's charges are non-refundable.
Users will continue to have access to the service until the end of the current billing cycle.

B. Annual Subscription:

Annual subscribers have the option to cancel their subscription before the end of the subscription term.
In the event of cancellation, users will not be entitled to a refund for the remaining months of the subscription.
The subscription will remain active until the end of the current annual billing cycle.

Refundable fees

We are committed to providing a high-quality service, and we offer a 30-day money-back guarantee for recurring fees.
If you are not satisfied with our service within the first 30 days of your subscription, you may request a full refund of the recurring fees paid. Implementation fees are not refundable.

Automatic Payment Authorization

By subscribing to our SaaS product, you authorize us to charge your credit card automatically for recurring payments as outlined in the chosen subscription plan. The automatic payment will be processed based on the selected billing frequency (monthly or annually) and the initial payment method provided during the signup process.

Payment Authorization for Monthly Recurring Subscription

For users who have selected the monthly recurring subscription plan, your credit card will be charged automatically on a monthly basis. The payment will be processed at the beginning of each billing cycle to cover the charges for the upcoming month of service.

Payment Authorization for Annual Recurring Subscription

For users who have chosen the annual recurring subscription plan, your credit card will be charged automatically for the entire annual subscription fee at the time of purchase. Subsequently, the automatic payment will be processed on the renewal date at the end of each subscription term to ensure uninterrupted access to the service.

Updating Payment Information

To ensure uninterrupted service and smooth processing of payments, it is your responsibility to keep your payment information up to date. If there are any changes to your credit card details, such as expiration date or billing address, please promptly update the information in your account settings or contact our support team for assistance.

Payment Security

‍We take the security of your payment information seriously and implement industry-standard security measures to protect your data. All credit card transactions are processed securely through trusted payment gateways to safeguard your sensitive financial information.

Notification of Payment Charges

Before each payment is processed, you will receive an email notification with details of the upcoming charge, including the amount and the scheduled payment date. This will give you an opportunity to review the charges and ensure that your payment information is current.

By accepting these terms and conditions, you acknowledge that you have read and understood these payment terms and agree to abide by them throughout your subscription period. It is important to review and understand these terms before making a purchase decision.

You also acknowledge that you have read and understood the automatic payment authorization section and consent to the automatic processing of your credit card for recurring payments in accordance with the chosen subscription plan. If you have any questions or concerns regarding the payment terms or need assistance with updating your payment information, please do not hesitate to contact our support team for further assistance.

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9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

A. Governing Law. You agree that: (i) the Services shall be deemed solely based in Delaware, except as may be set forth in the Bank Provider Agreements; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in Delaware or any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 11.B, you agree that the federal or state courts located in Delaware is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable.

B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CLEARING. For any dispute with Clearing, you agree to first contact us at 122 W 29th Street, 4th Floor, New York, 10001 NY and attempt to resolve the dispute with us informally. In the unlikely event that Clearing has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights, breach of Confidential Information, which will be resolved through litigation in accordance with Section 11.A, or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in Delaware, unless you and Clearing agree otherwise. If JAMS cannot administer the Claim, either party may petition the United States District Court for the District of Delaware to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under this Agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and Clearing, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an Account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Clearing are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

10. Communication

By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by Clearing. This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from Clearing, and that you may decline to provide or revoke your consent at any time by emailing legal@getclearing.co or by any other method that reasonably ensures we receive your revocation.By providing us with a telephone number, you agree that Clearing may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether or Clearing disclosed the fact that the call was recorded during the call.

11. General

A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clearing without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

B. Notification Procedures and Changes to the Agreement. You consent to us providing notices to you under this Agreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via the email provided to us by you. If you sign up to receive certain Clearing notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to you and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, your Account and may provide you the ability to respond with information about your Account. You may disable notification preferences to limit the use of certain Service features or to decrease financial risks to the Company. You are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. You will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at support@getclearing.co or 122 W 29th Street, 4th Floor, New York, 10001 NY if you are having trouble receiving notices from us.

C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Clearing in connection with the Services, shall constitute the entire agreement between you and Clearing concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Clearing’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

E. Legal Orders. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.

F. Survival. Any and all provisions of this Agreement reasonably giving rise to continued obligations of the parties will survive termination of this Agreement.

G. Relationship. No joint venture, partnership, employment, or agency relationship exists between you and Clearing as a result of this Agreement or your use of the Site.