Terms & Conditions

1. Acceptance of Terms

1.1We provide our Services (as defined below) to you through the Site, subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

1.2Company may change this TOS from time to time by providing ten (10) days’ prior notice either by emailing the email address associated with your account or by posting a notice on the Site unless otherwise required under law. You can review the most current version of this TOS at any time at https://www.usecleff.com/legal/terms. The revised terms and conditions will become effective ten (10) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop using the Services and send a cancellation request to support@usecleff.com.

1.3 End User Acceptance. If you are an End User, you accept this TOS at the time you submit or confirm your payout details through the Service, whether the Service is presented under Company branding or under the branding of a Platform. Before you submit those details, Company will present this TOS and any applicable Payment Partner Terms for your review and will require your affirmative acceptance. Company will retain a record of that acceptance, including the version of this TOS then in effect and the date and time of acceptance.

2. Your Registration Obligations

You may be required to register with Company in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself and/or your organization as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. Individuals under age 18 may not use the Service.

If you are a Platform, you represent and warrant that you and your business are using the Service solely for business or commercial purposes and not for any personal, family or household purposes. If you are an End User, you use the Service solely to receive payouts owed to you by a Platform, and nothing in this TOS is intended to limit any rights you may have under applicable consumer protection law.

2.1 Identity and Credit Verification. You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity, account information, and your company and its beneficial owners. By requesting to use the Service, you are providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You are also authorizing us to obtain your personal and/or business credit report at any time we reasonably believe there may be an increased level of risk associated with your account. An increased level of risk includes, but is not limited to, a high number of chargebacks or reversals, or suspicious activity associated with your account.

2.2 Member Account, Password and Security. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. We will not be liable for any loss or damage arising from your failure to comply with this Section.

2.3 Business Accounts. You represent that you are duly authorized to bind the business entity on whose behalf you purport to accept this TOS and access the Service. By requesting to access the Service on behalf of a business entity, you represent and warrant that you are authorized to do business in the United States; and your employees, officers, representatives, and other agents accessing the Service are duly authorized to access the Service and to make all transactions conducted under your username and password. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR ACCOUNT AND PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY YOUR PASSWORD, AND TO ACT ON SUCH INSTRUCTIONS.

3. Description of Service

The “Service” includes (a) the Site, (b) the Payment Services (as defined below) and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.

4. Payment Services

Company provides technology that enables platforms, merchants and other service providers (each, a “Platform”) to instruct payouts to the Platform’s customers, contractors, traders, creators and other payees (each, an “End User”) (collectively, the “Payment Service”). The Payment Service includes providing technology that enables:

1. transmitting payment instructions submitted by a Platform, including instructions for electronic funds transfer, automated clearing house transfer (“ACH”), real-time payments, and push-to-card disbursement;
2. instructing the disbursement of proceeds to End Users via the End User’s chosen payout method; and
3. other payment-related services necessary for the provision of the above services, including status reporting, reconciliation, and tax documentation support.

Company partners with financial institutions or payment service providers (each, a “Payment Partner”) to execute the Payment Service. Company does not receive, hold, pool, or have custody of any funds at any point in the Payment Service. All funds are received, held, and disbursed exclusively by the applicable Payment Partner, acting in its own capacity and subject to its own licensing, regulatory status, and terms. Company’s role is limited to transmitting Platform and End User instructions to the Payment Partner and providing supporting technology, reporting, and reconciliation. Company assumes no liability or responsibility for any acts or omissions of the Payment Partner. The Payment Partner may impose additional terms separate from this TOS (“Payment Partner Terms”). Company will make the applicable Payment Partner Terms available to you before you first submit payout details through the Service and thereafter through the Service. By using the Payment Service, you agree to comply with and be bound by all applicable Payment Partner Terms as may be presented from time to time.

End User Relationship.If you are a Platform, you agree to submit transactions through the Payment Service only in the amount and manner expressly authorized by the End User or otherwise owed by you to the End User. A Platform is solely responsible for providing customer service to its End Users for any and all issues related to the Platform’s products and services, including but not limited to payment authorization, refunds, and disputes about the quality of products or services. The Platform agrees to disclose to its End Users all terms and conditions that Company requests Platform to disclose before End Users are asked to authorize payments.

Discharge of Platform Obligations.A Platform’s payment obligation to an End User is satisfied at the point specified in the applicable Payment Partner Terms. For payouts processed on United States rails, that point is reached when the Payment Partner has initiated processing and the transaction has entered a completed status with the Payment Partner. A transaction that remains in a pending, held, or under-review status has not been paid and does not discharge the Platform’s obligation. Company does not receive the funds and does not assume, guarantee, novate, or discharge any obligation of a Platform to an End User. Once a transaction has been discharged, responsibility for delivery of the payout rests with the Payment Partner in accordance with the Payment Partner Terms. A completed transaction may nonetheless be reversed where the applicable Payment Partner or payment network permits a dispute, return, or chargeback.

Delivering Payment to You.Once an End User’s payout instruction is submitted, the Payment Partner, and not Company, receives, holds, and transfers the applicable funds. IT MAY TAKE UP TO FIVE (5) BUSINESS DAYS OR LONGER FOR PAYMENTS TO BE RECEIVED BY OR DISBURSED TO END USERS. Company is not a bank, credit union or savings and loan association, and at no point holds, controls, or has the right to direct the use of End User or Platform funds outside of relaying authorized instructions. Neither End Users nor Platforms will receive interest on any amounts held or in transit at a Payment Partner during payment processing. Any pooling of funds, and any absence of FDIC insurance during processing, is a function of the Payment Partner’s account structure and is disclosed in the applicable Payment Partner Terms. We are not liable to Platforms if a transaction is not completed because the payment method used has insufficient available funds or credit, the Platform’s or End User’s financial institution rejects the transaction, the payment fails for reasons outside our control despite our reasonable precautions, or any other reason set forth in this TOS.

Receiving and Distributing Payments.End Users may receive payments disbursed through the Service. To do so, an End User must link an external account. Once an End User’s payout is authorized, Company instructs the Payment Partner to transfer funds via the End User’s chosen payout method in accordance with the End User’s instructions, net of any fees owed to Company. Company at no point receives or holds these funds on the End User’s behalf.

Our Right to Decline Transactions.You understand and agree that we or a Payment Partner may reject your request for a transaction at any time for any reason, or we may require additional information from you in order to complete the transaction. There are limits on the amount, frequency, and type of transactions that may be conducted using the Payment Service. For security reasons, we may not tell you what those limits are, or when they change. You acknowledge and agree that Company is not obligated to complete any transaction requested by you if you do not provide us with requested information (such as payment method information) or accurate and correct information of any kind, or if your payment method fails to deliver funds. You should notify Company immediately if you become aware that you have made a mistake when instructing us to process a payment. Company reserves the right to refuse to process any payment if we reasonably believe that the activity, or the transaction if processed, would result in a violation of this TOS, the rules governing the applicable payment method, or applicable law. We will attempt to promptly notify you if we decline to process a payment unless we reasonably believe you have engaged in any violation of law or activity prohibited by this TOS, in which case we shall have no obligation to contact you. Subject to applicable law, we may request a reversal or a hold on your transactions or funds if we believe in our sole discretion that you are in breach of this TOS, or we or Payment Partner has reason to suspect that you may be a victim of fraud, or that your account may be associated with fraud or otherwise to protect the security of your account and our systems. We review account and transaction activities at various times, including when bank transfers are initiated. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with this TOS. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity. We may limit your account and access to the Service until verification is completed.

Terminating Your Use of Payment Service. You may cease your use of the Payment Service at any time, and close your account and terminate your relationship with us without cost. However, if you do so, you will remain liable for all obligations related to your account even after the account is closed. Any incomplete transactions or transfers must be completed or canceled before closing your account. We may refuse or delay the closing of your account until all pending transactions have been completed, until you have paid us all amounts you owe us under this TOS and any other agreement you have with us, or if reasonably necessary to conduct an investigation in connection with your account.

5. General Conditions / Access and Use of the Service

5.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Company. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components; or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Company provides you or publishes in connection with the Service, and you shall promptly notify Company if you learn of a security breach related to the Service.

5.2Any software or code that may be made available by Company in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Company hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Company for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Company or any third party is granted to you in connection with the Service.

5.3You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You agree to cooperate with and provide reasonable assistance to Company in promoting and advertising the Services.

5.4 You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Company reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. Company has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Company may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

5.5You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Company’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Company will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

5.6You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Company’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

5.7 The failure of Company to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Company, even though it is electronic and is not physically signed by you and Company, and it governs your use of the Service.

5.8Company reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Company’s website and in other communication with existing or potential Company customers. To decline Company this right you need to send written notice to legal@usecleff.com stating that you do not wish to be used as a reference.

5.9 Subject to the terms hereof, Company may (but has no obligation to) provide technical support services through email in accordance with our standard practice.

5.10 Special Notice for International Use; Export Controls. Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

5.11 Commercial Use. Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

6. Payment

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Company information regarding your credit card or other payment instrument. You represent and warrant to Company that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Company the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Company know within sixty (60) days after the date that Company invoices you. We reserve the right to change Company’s prices. If Company does change prices, Company will provide notice of the change on the Site or by email to you, at Company’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice, or your access to the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

7. Acceptable Use Policy

You agree to comply with all applicable laws and regulations in connection with your use of the Services and all applicable payment network rules. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:

1. using the Services for any fraudulent, unlawful, deceptive, or abusive purposes;
2. using the Services in any manner intended to harm an End User, Cleff, or any third party;
3. circumventing Cleff’s intended limitations for any feature of the Services as communicated to you by Cleff;
4. using the Services in a manner inconsistent with any developer documentation, integration guidance, or other technical, policy, or other requirements communicated to you by Cleff or posted on Cleff’s website, each as may be updated from time to time;
5. using the Services in violation of any guidance regarding restricted activities communicated to you by Cleff;
6. facilitating transactions for a third party that is not your legitimate customer;
7. making available or using the Services for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC);
8. engaging in transactions related to or in furtherance of the following activities (“Prohibited Activities”):
   • sale or purchase of illegal goods, including but not limited to stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety;
   • marijuana-related businesses (including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational marijuana);
   • illegal services, including but not limited to counterfeit services, unlicensed or unauthorized gambling, Ponzi or pyramid schemes, and money laundering. Gambling, gaming, or prediction market services are not prohibited where the Platform (i) is duly licensed, registered, or otherwise legally authorized to offer such services in each jurisdiction where they are offered, (ii) has received Company’s prior written approval to use the Payment Service for such activities, and (iii) is authorized to use such Payment Service for those activities under the applicable Payment Partner Terms;
   • adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services;
   • debt collection, relief, or counseling;
   • gun sellers and firearm or ammunition sales;
   • unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations;
   • white-label ATM services; and
   • promotion of hate, violence, harassment, or abuse; or
9. attempting any of the foregoing.

8. Representations and Warranties

You represent and warrant to Company that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Company to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Company’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

9. Termination

You have the right to terminate your account at any time by sending a cancellation request to support@usecleff.com, subject to the paragraph titled “Terminating Your Use of Payment Service” in Section 4 of this TOS. Subject to earlier termination as provided below, Company may terminate your account and this TOS at any time by providing thirty (30) days’ prior notice to the administrative email address associated with your account. In addition to any other remedies we may have, Company may also terminate this TOS immediately, if you breach any of the terms or conditions of this TOS. Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Company upon any termination of your account in its sole discretion. If Company terminates your account without cause and you have signed up for a fee-bearing service, Company will refund the pro-rated, unearned portion of any amount that you have prepaid to Company for such Service. However, all accrued rights to payment and the terms of Sections 4 through 12 shall survive termination of this TOS.

10. Disclaimer of Warranties

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond our reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.

HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

11. Limitation of Liability

11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

11.2Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Indemnification

You shall defend, indemnify, and hold harmless Company from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. Company shall provide notice to you of any such claim, suit or demand. Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Company’s defense of such matter.

13. U.S. Government Matters

You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.

14. Assignment

You may not assign this TOS or any rights or obligations under this TOS without the prior written consent of Company, and any such attempted assignment without such consent is and will be void. Company may assign or transfer this TOS or any rights or obligations under this TOS, in whole or in part, without restriction.

15. Miscellaneous

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

16. Governing Law

This TOS shall be governed by the laws of the State of Delaware without regard to the principles of conflicts of law. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the State of Delaware.

17. Privacy

Please visit https://www.usecleff.com/legal/privacy to understand how Company collects and uses personal information.

18. DMCA

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Company’s Copyright Agent at legal@usecleff.com(subject line: “DMCA Takedown Request”). You may also contact us by mail at:

Attention: Copyright Agent
Cleff Inc., 8 The Green, Ste B, Dover, DE 19901

Notice. To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice.If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the State of Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company’s sole discretion.

Repeat Infringer Policy.In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

19. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. THIS SECTION WILL BE BINDING ON YOU UNLESS YOU OPT OUT IN ACCORDANCE WITH SECTION 19.8.

19.1 Agreement to Arbitrate.This Dispute Resolution by Binding Arbitration section is referred to in this TOS as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to this TOS (including any alleged breach thereof), the Service, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by agreeing to this TOS, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

19.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

19.3 Pre-Arbitration Dispute Resolution.Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer support at support@usecleff.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Company should be sent to Cleff Inc., 8 The Green, Ste B, Dover, DE 19901. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.

19.4 Arbitration Procedures.Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. All arbitration proceedings are governed by the AAA Commercial Arbitration Rules, subject to Section 19.10. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this TOS as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this TOS and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances or, if permitted by the AAA Rules, via phone or video conference. If the parties are unable to agree on a location, the determination shall be made by AAA. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

19.5 Costs of Arbitration.Subject to Section 19.10, each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. Any payment of attorneys’ fees will be governed by the AAA Rules.

19.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

19.7 Severability.If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this TOS will continue to apply.

19.8 Right to Opt Out. If you do not want this Arbitration Agreement to apply to you, you may opt out by sending us written notice of your decision within 30 days of starting using the Service. Such notice must clearly state that you wish to cancel or opt out of this Arbitration Agreement. It should include your name, company name, email address and other identifying information we may request from time to time, and be sent to Cleff Inc., 8 The Green, Ste B, Dover, DE 19901. This is the sole and only method by which you can opt out of this Arbitration Agreement. Your exercise of the right to opt-out will not result in any adverse consequence to you. You agree that our business records will be final and conclusive evidence with respect to whether you cancelled or opted out of this Arbitration Agreement in a timely and proper fashion.

19.9 Future Changes to Arbitration Agreement. We agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address), you may reject any such change by sending us written notice within 30 days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between you and us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement).

19.10 Individual and Consumer Claims. If the AAA determines that you are a consumer for purposes of its rules, the AAA Consumer Arbitration Rules will govern the arbitration in place of the AAA Commercial Arbitration Rules, and Company will pay arbitration filing, administrative, and arbitrator fees to the extent required by those rules, notwithstanding Section 19.5. Nothing in this Arbitration Agreement requires you to pay costs that would render this Arbitration Agreement unenforceable under applicable law.