Platform Agreement

This Platform Agreement, together with all applicable Clarity Terms, forms a binding contract between your company (“Company”) and Clarity (“Agreement”) and governs your use of Clarity's services. By submitting your application to open a Clarity Account or otherwise agreeing to this Agreement, you provide your electronic signature and accept these terms. Capitalized terms used in the Agreement are defined in Section 4 (Defined Terms). As used herein, “you” refers to the Company, and “we” or “us” refers to Clarity.

This Agreement requires you to resolve disputes through individual arbitration, not a jury trial or class arbitration. By accepting, you waive your right to participate in a class action or similar proceeding. See Section 3.8 (Dispute Resolution and Arbitration) for details.

You may only apply for, open, and maintain a Clarity Account and use Clarity's services if you accept this Agreement.

1. The Clarity Platform

1. 1.1 Services

   If Clarity approves your Company for a Clarity Account, Clarity grants you access to services as outlined in this Agreement. Clarity may update services and will notify you of significant changes that materially impact your usage. Certain services may involve Clarity affiliates, third-party providers, or financial institution partners, and may require additional terms or agreements.

2. 1.2 Opening a Clarity Account

   To access services, you must apply for a Clarity Account. This includes providing required Company Data, Personal Data, and linking at least one bank account (“Linked Account”). Clarity may request supporting documents (e.g., corporate registration, identification) for verification. Access to certain features may require additional permissions for Clarity to access data via third-party services.
3. Clarity may share your data with financial partners and credit agencies to evaluate eligibility. Clarity, its financial partners, or third-party providers may deny your application or grant provisional access pending further review. If data provided is incomplete or inaccurate, Clarity may suspend or close your account. Clarity will notify you of any deficiencies leading to such actions.
4. If your business was referred to Clarity, you agree that Clarity may share the status of your application and limited Company Data with the referring party, including whether you successfully opened an account, met referral criteria, or aggregate spend data to calculate incentives.

5. Important Information About Opening a New Account

   To comply with federal law, Clarity collects identifying information for new accounts, including names, addresses, and documents such as driver's licenses. Clarity shares this information with financial partners and third parties as required for verification and compliance.

6. 1.3 Fees

   Certain services may include transaction, subscription, or other fees. Clarity will disclose these fees before charging them, either in this Agreement or through notices provided via the Services.

7. 1.4 Account Management

   You must designate at least one Administrator to manage your account. Administrators can manage users, request cards, set spending limits, view transactions, and update company data. You are responsible for the actions of Administrators and Users and ensuring compliance with applicable terms.

8. 1.5 Security

   You are responsible for keeping your account secure. Notify Clarity immediately if you suspect unauthorized access or misuse. Administrators must disable access for any compromised user.

9. 1.6 Authorized Users

   Authorized Users may use the services and certain features of your account. You are responsible for ensuring they comply with this Agreement and any corporate policies.

10. 1.7 Requirements and Prohibited Activities

    Only U.S.-registered entities may use Clarity. Personal, household, or unauthorized uses of a Clarity Account are prohibited. Activities violating U.S. sanctions or financial regulations are strictly prohibited. Clarity reserves the right to suspend accounts for violations or suspected risks.

11. 1.8 Identification as Customer

    Clarity may publicly reference you as a customer unless you notify us otherwise. Clarity will avoid false claims of endorsement or partnership.

12. 1.9 Ownership and License

    Clarity retains all ownership of its intellectual property. You receive a non-exclusive license to use Clarity's services as permitted. This license terminates upon termination of this Agreement.

13. 1.10 Data and Privacy

    Clarity collects and processes Company and Personal Data to deliver services, comply with regulations, and improve its platform. Shared data may be used for reporting, fraud prevention, or as required by law. De-identified data may be used for Clarity's business purposes.

14. 1.11 Rewards

    Rewards eligibility is governed by Clarity Rewards Terms. Any rewards terminate upon account closure or violation of this Agreement.

15. 1.12 Beta Services

    Clarity may provide beta features subject to additional terms. These services are experimental and may not be reliable or error-free.

16. 1.13 Feedback

    Feedback provided by you to Clarity may be used or commercialized by Clarity without compensation.

17. 1.13 Payment and Banking Services

    Certain Payment and Banking Services are managed by financial partners. Use of these Services is subject to additional third party Financial Services Terms.

18. 1.15 International Payments

    Clarity may facilitate international payments via financial partners. Currency conversion rates and fees will be disclosed at the time of transaction.

2. Payments

1. 2.1 Payment Obligations

   You must pay all charges, fees, and amounts owed to Clarity. Payments are due in U.S. dollars unless otherwise specified.

2. 2.2 Set-Off and Collections

   Clarity may deduct owed amounts from linked accounts. Failure to pay may result in collections and associated fees.

3. 2.3 Modification

   Clarity reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Clarity will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

4. 2.4 No Support or Maintenance

   You acknowledge and agree that Clarity will have no obligation to provide you with any support or maintenance in connection with the Site.

5. 2.5 Ownership

   Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Clarity or Clarity's suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Clarity and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

6. 2.6 Feedback

   If you provide Clarity with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Clarity all rights in such Feedback and agree that Clarity shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Clarity will treat any Feedback you provide to Clarity as non-confidential and non-proprietary. You agree that you will not submit to Clarity any information or ideas that you consider to be confidential or proprietary.

3. Other Terms

1. 3.1 Indemnification

   You agree to indemnify and hold Clarity (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Clarity reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Clarity. Clarity will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

2. 3.2 DISCLAIMERS

   THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND CLARITY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

3. 3.3 LIMITATION ON LIABILITY

   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLARITY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF CLARITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

4. 3.4 Term and Termination

   Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Clarity will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.8, 1.9, 1.10, 1.13, Section 2 and Section 3.

5. 3.5 Copyright Policy

   Clarity respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent via copyright@claritydistro.com: 1. your physical or electronic signature; 2. identification of the copyrighted work(s) that you claim to have been infringed; 3. identification of the material on our services that you claim is infringing and that you request us to remove; 4. sufficient information to permit us to locate such material; 5. your address, telephone number, and e-mail address; 6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and 7.a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

6. 3.6 Changes

   These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

7. 3.7 Dispute Resolution

   Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Clarity, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Clarity Parties”) and limits the manner in which you can seek relief from the Clarity Parties. (a) Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Clarity Parties relating in any way to the Site, the services offered on the Site (the “Services”) or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Clarity Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Clarity Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Clarity Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms. (b) Informal Dispute Resolution. There might be instances when a Dispute arises between you and Clarity. If that occurs, Clarity is committed to working with you to reach a reasonable resolution. You and Clarity agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Clarity therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Clarity that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: support@clarity.trade, or by regular mail to PO BOX 269, Boulder, CO 80302. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section. (c) Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Clarity agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMs' most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration; all other claims shall be subject to JAMS' most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.Unless you and Clarity otherwise agree, or the Batch Arbitration process discussed in Subsection 10.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.You and Clarity agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. (d) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. (e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 10.2(A) YOU AND THE CLARITY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Clarity Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 10.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. (f) Waiver of Class or Other Non-Individualized Relief. YOU AND CLARITY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 10.2(H) EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 10.2(h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Clarity agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Clarityoming. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Clarity from participating in a class-wide settlement of claims. (g) Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Clarity need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs. (h) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Clarity agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Clarity by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Clarity.You and Clarity agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. (i) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: PO BOX 269, Boulder, Colorado 80302, or email to support@clarity.trade, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us. (j) Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Clarity as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. (k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Clarity makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Clarity at the following address: PO BOX 269, Boulder, Colorado 80302, or email to support@clarity.trade. Unless you reject the change within 30 days of such change becoming effective by writing to Clarity in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Clarity will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

8. 3.8 Export

   The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Clarity, or any products utilizing such data, in violation of the United States export laws or regulations.

9. 3.9 Disclosures

   Clarity is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

10. 3.10 Electronic Communications

    The communications between you and Clarity use electronic means, whether you use the Site or send us emails, or whether Clarity posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Clarity in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Clarity provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

11. 3.11 Entire Terms

    These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Clarity is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Clarity’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Clarity may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

12. 3.12 Copyright/Trademark Information

    Copyright © 2024 Clarity Technology Holdings, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

13. 3.13 Contact Information

    PO BOX 269
    Boulder, CO 80302
    Telephone: (844) 660-1323
    Email: support@clarity.trade

4. Defined Terms

Capitalized terms in the Agreement are defined as follows:

• Administrator means any User designated by Company as an administrator of Company's Clarity Account.
• Agreement means, collectively, the Platform Agreement and all Clarity Terms applicable to the Services you request or receive access to.
• Beta Services means any products or services identified as beta, pre-release or similar.
• Card Networks means the payment card networks, including Visa.
• Card Terms means the agreement between Company and the applicable Financial Institution Partner for use of Cards.
• Cards means physical or virtual payment cards issued by a Financial Institution Partner and managed through your Clarity Account.
• Charge means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Card Network.
• Chargeback means a dispute that you initiate (i) against a merchant for an unresolved dispute with the merchant; or (ii) because a Charge is unauthorized.
• Company or you means the company that is applying for or has opened a Clarity Account.
• Company Affiliate means an affiliated legal entity of Company that (i) is controlled by or under common control with you; (ii) you have expressly authorized to access and use your Clarity Account; and (iii) has satisfied any additional conditions imposed by Clarity or its Financial Institution Partners for access to Services.
• Company Data means information or documentation provided by or on behalf of Company or a Company Affiliate to Clarity under the Agreement, including Financial Data.
• Confidential Information means non-public information in any form that is designated as confidential prior to disclosure or should reasonably be understood to be confidential due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information includes any non-public portions of the Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available (other than by disclosure by Recipient in violation of the Agreement); (ii) is independently developed by Recipient without use of Discloser’s Confidential Information; (iii) is rightfully obtained by Recipient from third parties without an obligation of confidentiality; or (iv) is made available by or on behalf of Company or a Company Affiliate in connection with (x) an application for a Clarity Account or features or Services available through a Clarity Account, or (y) use of the Services. De-Identified Data means data derived from Company Data or Personal Data or otherwise relating to Company, Company Affiliate and/or User use of the Services that has been de-identified or aggregated.
• Dispute means any dispute, claim, or controversy between you, including those involving any entity or person you authorize to access your Clarity Account, and Clarity that arises out of or relates to (i) the Agreement (including any addenda hereto or other terms incorporated herein by reference); (ii) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder; or (iii) any services we provide to you (including the Services) or your Clarity Account. Feedback means all feedback, suggestions, ideas, or requests you submit or otherwise communicate to us by any means.
• Fees means charges we impose for use of Services or your Clarity Account.
• Financial Data means Company's or a Company Affiliate’s bank balance, transaction, and account information accessible to Clarity through Linked Accounts or Third-Party Services.
• Financial Institution Partner means each of our financial and payment institution partners, such as each issuing bank that is a member of a Card Network and is responsible for issuing Cards to you. References to Financial Institution Partner shall be deemed to include Stripe, Inc. and Marqeta Inc. in their capacity as program managers for the Card program and each International Payments Partner.
• Fines means all fines, fees, penalties, or other charges arising from your breach or violation of the Agreement, any Card Terms, any other agreements you have with Clarity or a Financial Institution Partner, any law, any regulation or any Payment Network rules. Linked Account means any eligible deposit or other similar type of bank account that is held with a financial institution or other account type that provides financial data and is linked to or otherwise authorized for use through your Clarity Account.
• Notice and Notify means any communication related to the Agreement that is provided to you in accordance with Section 3.2 (Notice and User Notifications) above. For the avoidance of doubt, a User Notification shall constitute Notice to Company if a copy thereof is sent by us to an Administrator in accordance with Section 3.2 (Notice and User Notifications) above.
• Payment Network means each applicable Card Network, NACHA and any other domestic or international payment networks supported by us or our Financial Institution Partners.
• Payment Services means Services that enable bill pay, reimbursements and other non-Card payment functionality.
• Periodic Statement means the periodic statements identifying Charges, Fees, Fines, Reimbursements or other amounts charged to your Clarity
• Account in connection with use of Cards, as well as any refunds, Chargebacks, payments or other amounts credited to your Clarity Account in connection with use of Cards, during each billing cycle.
• Personal Data means data that identifies or could reasonably be used to identify a natural person.
• Platform Agreement means this Clarity Platform Agreement, as amended.
• Prohibited Activities List means the list of prohibited business types and activities posted as Clarity Terms (as updated from time-to-time) that may render Company ineligible for a Clarity Account.
• Clarity or we means Clarity Technology Holdings Corporation and its affiliates, unless otherwise stated.
• Clarity Account means your corporate account with Clarity that is used to access Services via app.clarity.trade or other Clarity Property, including reviewing expenses and managing Cards.
• Clarity Data means all data generated, collected or logged by Clarity through the development or provision of Services or Cards, or the connection of Third-Party Services.
• Clarity Property means the Services and related technology, including applications providing Users with access to the Services; Clarity Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property rights in or to any of the foregoing.
• Clarity Terms means the agreements, terms, addenda and supplements that are incorporated herein by reference and are (a) posted at https://clarity.trade/legal/platform-agreement (or a successor URL); or (b) agreed to in writing by and between Clarity and Company and/or a Company Affiliate, including electronically via the Services. Clarity Terms do not include the Card Terms or other agreements by and between you and a Financial Institution Partner.
• Services means the expense and corporate Card management services and all other services provided by Clarity to business customers, as well as any support services we provide. For the avoidance of doubt, Third-Party Services are not part of the Services.
• Supplemental Terms means additional terms or policies to which we, a Third-Party Service Provider or a Financial Institution Partner may require you to agree for access or use of certain Services.
• Third-Party Service Provider means any provider of any Third-Party Service and any affiliate or other third party that assists us in providing the Services to you, or that supports our internal operations.
• Third-Party Services means services and data provided by third parties related or connected to, or provided through, the Services or your Clarity Account, including in connection with rewards. Third-Party Services may (but will not necessarily) include accounting or expense management platforms (such as QuickBooks, Expensify, Xero, and NetSuite), payment processors and e-commerce platforms (such as Stripe), enterprise software tools (such as Slack or Outlook) and applications used to monitor Linked Accounts (such as Finicity). Each example is noted without limitation.
• United States Entities means companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs).
• User Notifications means communications from us to Users, as described in Section 3.2 (Notice and User Notifications) above.
• User Terms means the terms of service presented by or through Clarity to each potential User, which may consist of multiple agreements posted at https://clarity.trade/legal.
• Users means any employees, contractors, agents, or other individuals who (i) are designated as users of the Services by Company; and (ii) have accepted and agreed to be bound by the User Terms.

Last Updated: November 22, 2024.