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Terms of Use

clara33.com Terms of Services and Agreement of Use

Effective Date: March 20, 2024

Agreement Overview

1. The agreement between you (“You,” “Your” or “Yourself”) and clara33.com (“clara33.com,” “We,” “Us,” or “Our”) is defined by (1) these General Terms of Service (“Terms”); (2) the Service Schedules and/or Supplements You choose and that are available to You; and (3) the documents and policies incorporated and referenced in these Terms (the “Agreement”). Clara33 LLC does business as (dba)  as clara33.com.app, clara33.com, and WP.

This Agreement governs Your use of or interactions with products, services, or other offerings through clara33.com (collectively, the “Service”), including but not limited to Our Services for the clara33.com websites (“Website”), clara33.com mobile applications,Your clara33.com account and/or any other services, features, functionalities, offers or promotions through clara33.com. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated. You should read this Agreement carefully.

2. By electronically accepting this Agreement or by establishing a clara33.com account or using the Service after the Effective Date of these Terms, You consent and agree to comply with the Agreement including these Terms. Unless You have chosen one of our Supplemental Services which expressly exclude one or more of the following Service Schedules or policies, this Agreement includes and You are consenting to:

3. When You agree to these Terms and accept this Agreement, You do so on behalf of Yourself and any person that You entitle or authorize to use Your clara33.com account (with You, each a “User” of Your clara33.com account), as well as on behalf of Your Customer(s) and Your Vendor(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.

4. USING THE SERVICE ON BEHALF OF ANOTHER. If You use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent and warrant that You: (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization; and (2) accept this Agreement on behalf of the Individual or Organization, unless the Individual or Organization has a separate paid contract with clara33.com, in which event the terms of that separate paid contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.

5. AGREEMENT TO ARBITRATE. You understand that this Agreement contains an agreement to arbitrate disputes (“Agreement to Arbitrate”), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.

PART B: GENERAL TERMS

1.         Privacy

By enrolling in or using the Service, You acknowledge our Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.

2.         Consent to Electronic Communications

Through this Agreement, You consent to accept electronic communications

3.         Using the Service

Eligibility to Use the Service. You represent and warrant that: (a) all Users are at least 18 years of age; (b) all Users and Your Organization or Individual, as appropriate, reside in the United States. Users respectively, in which case this section (b) does not apply); (c) You have not previously been suspended or removed from the Service; and (d) You will not use the service primarily for personal, household or family purposes and that you will use the Service primarily for business purposes.

You understand and agree that if You are a corporation, partnership, or other Organization, then Your User(s) may access Your clara33.com account from outside of the country where You hold Your clara33.com account. You consent to clara33.com obtaining Your personal and/or business credit report from a credit reporting agency at account opening and whenever We reasonably believe there may be an increased level of risk associated with Your account.

No Control Over Third-Party Services.

Third Party Service Providers. You grant to clara33.com and We reserve the right to use third parties to provide or facilitate the Service. If clara33.com uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.

Account Administrators. Each account registered with clara33.com (a “clara33.com account”) must have at least one User in the “Administrator” role to manage and control access to the clara33.com account. The Administrator may invite and authorize other Users to access, establish login credentials for, and use the clara33.com account. The Administrator may revoke access and authorization of a User. Information about User(s) and their use of the Service may be provided by Us to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of a User that are not in compliance with this Agreement. You acknowledge and agree that notice to your Administrator or to the primary email address associated with your account is effective notice on You for any purpose.

Updates to the Service. clara33.com reserves the right, from time to time to update the Service and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional terms and/or service fees. clara33.com reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in clara33.com’s sole discretion, without clara33.com incurring any liability to You.

4.         Protection of Your Account

4.1 User Account Creation and Login Credentials. To use the Service, You may be required to register a clara33.com account and/or to enroll as a User. To register a clara33.com account and/or enroll as a User, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address and other contact or identifying information, and about Your Organization or Individual, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User’s “Login Credentials”).

4.2 Control of User Login Credentials. Users are solely responsible for maintaining the confidentiality of Login Credentials. To the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, including all payment instructions provided to clara33.com, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, (including, but not limited to, a person that gains access to a User’s Login Credentials in relation to SMS forwarding to email and/or User email password compromise), the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if they are unauthorized, fraudulent, or you did not want the transactions performed.

4.3 Security Procedures. You acknowledge and agree that the Our security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your clara33.com account.

4.4 Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify clara33.com’s Customer Support by emailing us at now@clara33.com.app. If You believe that Your clara33.com account has been compromised or accessed without authorization, or any User’s Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your clara33.com account without authorization.

4.5 Responsibility for Payment Instructions. To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in compliance with clara33.com’s security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorized use of Your clara33.com account or User Login Credentials and/or (2) any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law.

Upon Your timely report, We may, in Our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but clara33.com will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

4.7 Access through Third Party Platforms. If Users choose to access Your account through a third-party platform, You are making a determination that the third-party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your clara33.com account, and You accept full responsibility and liability if access through the third-party platform leads to the compromise of User Login Credentials or Your clara33.com account.

5.         Rights We Grant to You

5.1 License We Grant to You. Subject to this Agreement, including payment of all Service Fees, clara33.com grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that clara33.com provides to You (collectively, the “Software“), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, clara33.com may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.

5.2 Reservation of Rights by clara33.com. clara33.com reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. clara33.com and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in clara33.com’s or its licensors’ intellectual property, including its trademarks or service marks.

6.         Restrictions on Use

6.1 Service for Authorized and Lawful Purposes Only. You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not, and You will not allow any third party, to:

  • access, monitor, or attempt to access or monitor any clara33.com materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement;
  • copy, reproduce, republish, upload, post, transmit, or distribute in any way, any material or content from the Service, excluding Your User Data and relevant transactional information clara33.com makes available to You in connection with Your payment transactions using the Service (example: limited third-party customer or vendor information in connection with Your payment transactions);
  • license, sell, rent, lease, transfer, assign, host or otherwise commercially exploit any Software, APIs, application keys, test accounts, widgets, information and content available with the Service, including the Website, as updated and improved from time to time (collectively, the “clara33.com Properties”) or any portion of clara33.com Properties;
  • remove, destroy or modify any copyright notices, trade names or other proprietary markings contained on or in clara33.com Properties;
  • work around any technical limitations in the Software or Service, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
  • perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by clara33.com’s other licensees or users, or impose an unreasonable or disproportionately large load on clara33.com’s infrastructure;
  • intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
  • perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Your information;
  • use the Service other than in compliance with all applicable controls of export laws and regulations, and if the Service is provided to You in the United States, You will not export the Service, which may be subject to export restrictions imposed by US law;
  • use or upload any harmful, obscene, abusive or offensive language through the Service; 
  • modify, translate, adapt, merge, make derivative works of clara33.com Properties or use or alter any intellectual property of clara33.com;
  • use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website;
  • transfer or assign the rights granted to You under this Agreement; or
  • otherwise use the Service except as expressly allowed under this Agreement.

6.2 No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without clara33.com’s written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. clara33.com may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will insure to the benefit of the successors and permitted assigns of the parties. 

6.2 No Marketing. If clara33.com provides You with information about another User of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another User’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific User to do so.

7.         Rights You Grant to Us

7.4 Account Termination. clara33.com reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without clara33.com incurring any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.

7.5 Feedback. If You provide any feedback to clara33.com concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to clara33.com all rights, title, and interest in and to such feedback, and clara33.com is free to use such feedback without payment or restriction.

7.6 Marketing. To the extent permitted by law, You agree and consent that clara33.com may list or identify You as a customer of clara33.com, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or by contacting clara33.com Customer Support at now@clara33.com.app 

7.7 Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, marketing calls, and text messages from clara33.com at any telephone number provided to Us in connection with Your clara33.com account including by automated means. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Policy, including but not limited to providing multi-factor authentication or a one-time password, notifying You regarding Your account, and regarding new account functions, features, and Services, and helping You with Your clara33.com account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from clara33.com at any time by contacting clara33.com Customer Support at now@clara33.com.app.

7.10 clara33.com Properties. clara33.com Properties are protected by copyright and other applicable intellectual property rights throughout the world. You agree that clara33.com owns all rights, title and interest in clara33.com Properties, including but not limited to, any computer code, methods of operation, moral rights and documentation and, all work produced by clara33.com, including all changes to, and improvements to the Website.

7.11 Trademarks. The name “clara33.com” and all related graphics, logos, service marks and trade names used on or in connection with any clara33.com Properties or in connection with the Services are the trademarks and property of clara33.com and may not be used without Our permission or as permitted by this Agreement in connection with Your use of the Service. Other trademarks, service marks and trade names that may appear on or in clara33.com Properties are the property of their respective owners.

9.        User Data

9.1 clara33.com Access to User Data. If You upload, store, share, or otherwise process Your documents, information, data and content (“Your User Data”) or synch Your User Data from Your accounting software to the Service, You consent to clara33.com’s access and processing of Your User Data in accordance with Our Privacy Notice, this Agreement, the settings on Your clara33.com account, or the features of the Service You elect to use. clara33.com reserves the right to remove or delete Your User Data from the Service for any reason, including if Your User Data violates this Agreement or applicable law, in clara33.com’s reasonable discretion, without clara33.com incurring any liability to You.

9.2 No Monitoring. You acknowledge and agree that clara33.com has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as Your User Data, and clara33.com will not be responsible for the content of any such communications, data or transmissions. However, clara33.com reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.

9.3 clara33.com Access to Technical Data. You agree that clara33.com may collect, use and disclose to clara33.com’s service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that clara33.com may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how clara33.com collects, uses, shares and protects Your information.

9.4 No Liability. Subject to Our Privacy Notice, You agree that clara33.com will have no responsibility or liability with respect to Your User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any of Your User Data that You request to have deleted from the Service, other than as provided under this Agreement.

10.         Fees and Payment Terms

10.1 Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees applicable to the Service used or subscribed by You (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Transaction, payment processing or other special service fees are separate from subscription fees associated with subscription plans. Information on Service Fees can be found on the clara33.com Website. Service Fees may not be applicable to fees or charges associated with financing products where specific fees, charges, interest and other terms are set forth in your applicable loan agreement. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain a clara33.com account, even if You don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle. clara33.com reserves the right to refuse to cancel Your clara33.com account if Your account is not in good standing or has any overdue Service Fees.

10.2 Changes to Service Fees. clara33.com reserves the right to change the Service Fees from time to time, in its sole discretion. clara33.com will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your clara33.com account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of clara33.com.

10.3 Payment of Service Fees. You authorize clara33.com to use the credit or debit card You have provided to Us (as updated by You from time to time), or the bank account associated with Your clara33.com account (each a “clara33.coming Account”) to automatically charge You, in U.S. dollars, for the Service Fees applicable to Your clara33.com account or Your use of the Service, plus any applicable taxes. If clara33.com is unable to charge the clara33.coming Account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from clara33.com. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your clara33.com account becomes overdue, clara33.com will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses. 

10.4 Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, including sale and use tax and other governmental assessments now in force, enacted, or imposed in the future associated with Your use of our Services and/or any related transactions, provided that We may, in Our sole discretion, do any of the foregoing on your behalf and seek reimbursement from You for the cost of doing so. You are responsible for filing and providing any Form 1099-Ks to Your Vendors.

If we request that you provide your tax identification number and/or a US tax form such as W-9 or W-8, you must provide this information. If you do not provide us the requested information and documentation, you understand and agree that you may be subject to account limitations and federal and state withholding tax at the applicable rates on all US source income payments received. Where clara33.com has determined in its reasonable discretion that withholding is applicable, you consent to clara33.com withhold tax at the applicable rate from payments to you. We will send all withholding taxes to the appropriate taxing authorities and cannot refund those amounts.

10.5 Inactive Accounts. If Your clara33.com account becomes inactive because You do not process a payment for an extended period of time, or because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable state law. clara33.com may transfer any such “unclaimed” or “abandoned” funds in Your clara33.com account as required or permitted by applicable law. As provided by law, clara33.com may deduct a dormancy fee from any funds transferred under this paragraph.

11.         Deactivating a User or Canceling Your clara33.com Account

11.1 Your Right to Cancel. You may request to deactivate a User or cancel Your clara33.com account at any time by submitting a request through Your clara33.com account or at now@clara33.com.app 

11.2 Effective Date of Cancelation: Subscription Accounts. This section applies to You if Your clara33.com account is an account with agreed upon subscription Service Fees (“Subscription Account”). Your Subscription Account will automatically renew each billing cycle unless You request to deactivate a User or cancel Your account. You may cancel Your Subscription Account in the manner described above. When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription Account or the date such request is processed and completed by Us, whichever is earlier. When You request to cancel a Subscription Account, the cancelation will be effective on the last day of the then-current billing cycle for Your Subscription Account, if there are no pending payments on the clara33.com account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription Account, the account cancelation will be effective on the last day of the next billing cycle or the date on which the last requested payment is posted and completed, whichever is later. clara33.com reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancelation. You will be responsible for all Service Fees that accrue up to the effective date of cancelation. If You have any outstanding loan, the account cancelation will be effective on the date on which all principal, interest and indebtedness have been paid in full.

11.3 Effective Date of Cancelation: Non-Subscription Accounts. If You do not have a Subscription Account with clara33.com, Your request to deactivate a User or to cancel Your clara33.com account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancelation. If You have any outstanding loan, the account cancelation will be effective on the date on which all principal, interest and indebtedness have been paid in full.

11.4 Your Documents. If You cancel Your clara33.com account, clara33.com and the banks that offer services through clara33.com may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, clara33.coms, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.

12.         Warranty and Disclaimer

THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. clara33.com DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. clara33.com FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM clara33.com OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

From time to time, the Company may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at the Company’s sole discretion. The provisions of this section apply with full force to such features or tools

13.         Third-Party Services, Websites, and Products

13.1 Third-Party Services. Through the Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered through such third-party platforms (collectively, “Third-Party Services”).

13.2 No Control Over Third-Party Services. clara33.com does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, clara33.com does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.

13.4 Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. clara33.com disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against clara33.com with respect to the content or operation of any Third-Party Services.

13.5 Third-Party Software. The software You download consists of a package of components, including certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third-Party Terms”). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with this Agreement is permitted, however, You may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third-Party Software.

13.7 Third-Party Disputes. clara33.com IS NOT AFFILIATED WITH ANY OTHER clara33.com USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER clara33.com USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE clara33.com (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES AND SERVICE PROVIDERS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. clara33.com WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND ANY THIRD PARTY.

13.8 Limited Third-Party Rights to Enforce this Agreement. You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Other than as set out in this Section or in Section 18, this Agreement is not intended to grant rights to anyone except You and clara33.com, and in no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.

13.9 Mobile Applications. When You download a clara33.com mobile application (“mobile app”) from the Apple App Store, the Google Play Store, or other authorized app store provider (collectively and individually, “Mobile Provider”) for use on a mobile device, You acknowledge and agree to that this Agreement is between You and clara33.com only, not the Mobile Provider, and the Mobile Provider is not responsible for the Service or the content thereof. The Mobile Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. You agree that the Mobile Provider is not responsible for addressing any claims by You or any third party relating to the Service or your possession and/or use of the Service. The Mobile Provider is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or Your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service through a mobile app.

14.         Limitation of Liability

IN NO EVENT SHALL clara33.com.app OR ITS SERVICE PROVIDERS BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT clara33.com.app OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. clara33.com.app AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, clara33.com.app MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE), OR OTHER ISSUES RELATING TO THE TRANSACTIONS MADE THROUGH clara33.com.app OR OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES. clara33.com.app IS UNDER NO OBLIGATION TO PAY YOU IF THE AMOUNT FUNDED BY YOUR CUSTOMER IS INSUFFICIENT TO COVER THE TOTAL AMOUNT DUE FROM YOUR CUSTOMER.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL clara33.com.app’s OR ITS SERVICE PROVIDERS’ AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION TO clara33.com.app IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, IN THOSE JURISDICTIONS, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

15.         Indemnity

You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify clara33.com and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.

16.         Dispute Resolution and Agreement to Arbitrate

16.1 Mandatory Arbitration of Disputes. In the interest of resolving disputes between You and clara33.com or the banks that offer credit services through clara33.com (the “clara33.com Parties”) in the most expedient and cost-effective manner, YOU AND THE clara33.com PARTIES AGREE THAT EVERY EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THE WEBSITE, OR THIS AGREEMENT (A “CLAIM”) WILL BE RESOLVED ON AN INDIVIDUAL BASIS BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT.  You and the clara33.com Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that You and clara33.com are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.

Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in this Agreement) and must enforce applicable statutes of limitation and legal defenses.

Either You or the clara33.com Parties can seek to have a Claim resolved in small claims court if all the requirements of small claims court are satisfied. Either You or the clara33.com Parties may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to Your residence, and You may also bring a Claim in small claims court in the Superior Court of California, County of Santa Clara.

16.2 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE  clara33.com PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND THE clara33.com PARTIES AGREE THAT CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED.  If this specific Class Action Waiver provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

16.3 Notice of Claim and Good Faith Efforts to Resolve a Claim. If You intend to seek arbitration, You must first send a written notice of Your Claim (“Notice”) to clara33.com. The Notice of Claim to clara33.com should be sent in care of our registered agent: Incorporating Services, Ltd., 3500 South DuPont Hwy, Dover, Delaware 19901. The Notice should include both the mailing address and email address You would like clara33.com to use to contact You. A Notice, whether sent by You or clara33.com, must describe: (a) the nature and basis of the Claim; and (b) the remedy sought. You and clara33.com or the clara33.com Parties as applicable agree to make good faith efforts to resolve the Claim directly. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process set forth in this section. If we do not reach an agreement within 60 days after the Notice is received, You or the clara33.com Parties may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, You and the clara33.com Parties agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the Judicial Arbitration and Mediation Services Inc. (“JAMS”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration.

16.4 Arbitration Procedures. A party who wishes to commence arbitration must submit a written Demand for Arbitration under the Streamlined Arbitration Rules and Procedures of JAMs then in effect, where the claim limit for application of the Streamlined Rules is not exceeded. Where the Streamlined Rules do not apply, then the JAMS Comprehensive Rules will apply. The applicable JAMS Rules apply, excluding any rules or procedures governing or permitting class, representative or consolidated actions. The arbitrator is bound by this Agreement and the parties agree that the provisions of this Agreement override any inconsistent, conflicting or contrary Rules by JAMS. JAMS may be contacted at www.jamsadr.com. The arbitration will be decided by one commercial arbitrator with substantial experience in resolving commercial disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with applicable Rules. Unless You and the clara33.com Parties agree otherwise, any arbitration hearings will take place in the county (or parish) of either Your residence or of the mailing address provided in Your Notice. Except as otherwise expressly provided herein, all issues are for the arbitrator to decide, including issues relating to the interpretation, scope and enforceability of this Agreement.

The arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This Agreement shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.

16.5 Injunctive and Declaratory Relief. Except as provided elsewhere in this Agreement, unless You or the clara33.com Parties seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by You or the clara33.com Parties and 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 that party’s individual Claim. To the extent that You or the clara33.com Parties prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator. Notwithstanding any other provision of this Agreement, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property.

16.6 Arbitration Costs. Payment of all filing, administrative, and arbitrator fees will be governed by the JAMS Rules. clara33.com will reimburse You for the JAMS filing fee up to the amount of the filing fee You would have incurred if You had brought Your Claim in Court. However, if the arbitrator finds that either the substance of Your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse clara33.com for any fees paid on Your behalf that would otherwise be Your obligation under the JAMS Rules. The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under the JAMS Rules where it deems appropriate, provided that such modification does not increase the JAMS fees to You or the clara33.com Parties and YOU and the clara33.com Parties waive any objection to such fee modification.

16.7 Severability. With the exception of the provisions in the Class Action Waiver section of this Agreement, if any part of this arbitration provision is found to be invalid or unenforceable, the remaining provisions of this Agreement will still apply.

17.         Governing Law; Choice of Forum

This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and clara33.com, will be governed by the laws of the State of California, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California. Subject to the provisions of Section 16, You and clara33.com agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of or relating to this Agreement.

18.         Other Provisions

18.1 Language. If clara33.com provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.

18.2 Headings. The headings in this Agreement are for convenience only and have no legal effect.

18.3 Force Majeure. clara33.com will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond clara33.com’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action.

18.4 Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.

18.5 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.

18.6 Compliance with Laws. You and clara33.com each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of the United States.

18.7 No Agency. Except as otherwise expressly provided in Our Agreement with You, nothing in this Agreement, will be construed to create a partnership, joint venture, agency or fiduciary relationship between You and clara33.com.

18.8 Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and clara33.com and the banks that provide credit products or services through clara33.com (as third party beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You with respect to such bank credit products or services), and is not intended to benefit any third party, except as otherwise stated.

18.9 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and clara33.com concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.

19.         Updates and Changes to This Agreement

We may modify or change this Agreement (including adding and deleting any terms), as well as its policies incorporated in this Agreement (collectively for purposes of this paragraph “Agreement”), at any time, in Our sole discretion by posting the updated Agreement on Our Website with such update effective on the new effective date of the Agreement. For material changes, We will provide notice of the change by posting the updated Agreement on Our Website or in any other reasonable manner of notice, 30 days in advance of the effective date (or where required by law or regulations upon shorter notice) of the Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Section 11.

   Updates.  You understand that clara33.comProperties are evolving. As a result, clara33.com may require You to accept updates to clara33.com Properties that You have installed on Your computer or mobile device or with regard to third-party software, from time to time, in order to use clara33.com Properties.

2.       User Data

Responsibility for User Data.  We have no responsibility or liability for the deletion or accuracy of any User Data, including the failure to store, transmit or receive transmission of User Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of clara33.com Properties with User Data.  Certain Services may enable You to specify the level at which such Services restrict access to Your User Data. You are solely responsible for applying the appropriate level of access to  User Data.  If You do not choose, the system may default to its most permissive setting. You agree that We retain the right to create reasonable limits on Your use and storage of the User Data, including limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by clara33.com in its sole discretion.

Your User Data.  When You as a User of this Service provide Your User  Data on or in Company Properties, You represent that You own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your User Data (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your User Data. 

License to Your User Data.  Subject to any applicable account settings that You select, You grant clara33.com a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, reproduce, modify, and adapt Your User Data (in whole or in part) for the purposes of operating, providing, and improving this service to You and to our other Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your User Data, has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant the license stated above.  

      Planning Service Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages (“Planning Service Feedback”) is at Your own risk and that clara33.com has no obligations (including without limitation obligations of confidentiality) with respect to such Planning Service Feedback. You represent and warrant that You have all rights necessary to submit the Planning Service Feedback. You hereby grant to clara33.com a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Planning Service Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of clara33.com Properties and/or clara33.com’s business.

Open Source Software. This Service may contain or be provided together with open source software. Each item of open-source software is subject to its own license terms, which can be found at: https://open-source-attribution/. If required by any license for particular open source software, clara33.com makes such open source software, and clara33.com’s modifications to that open source software (if any), available by written request now@clara33.com.app. Copyrights to the open-source software are held by the respective copyright holders indicated therein.

Effect of Termination. Termination of this Service includes automatic removal of access to this Service and barring of further use of the Service. You understand that any termination of this Services may also include deletion of Your User Data (or any part thereof). clara33.com will not have any liability whatsoever to You for any suspension or termination, including for deletion of Your User Data.

Use of Artificial Intelligence. You have fullly read and understood clara33.com’s declaration of the use of artificial intelligence to provide specific features in fulfilling our SERVICES. If you have any questions about clara33.com’s use of artificial intelligence, you can email at : privacy@clara33.com.app

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