Introducing Clara Money – a new era of business banking • Join the waitlist
These User Terms are a binding agreement between means the Company or User that applies for or uses the Services (“you”) and Clara Group Holdings Limited (“we”, “us”, “our”) that governs your access to and use of our Services. Capitalized terms used in these User Terms are defined in our Platform Agreement and Privacy Policy.
By using the Services, you consent to these User Terms and any applicable Service-Specific Terms for Services you use. We hereby grant to you limited permission to access and use our Services, and any use of our Services not expressly permitted in our terms is prohibited.
You also acknowledge and agree that by using the Services, your data, including any personal information, may be collected, used, transferred and processed in accordance with our Privacy Policy.
We may update or replace these User Terms by posting an updated version to our website. Your continued use of the Services will serve as your acknowledgment and acceptance of any changes to these User Terms.
YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION IN THE MANNER SET FORTH UNDER THE PLATFORM AGREEMENT. PLEASE READ THAT CAREFULLY AND ONLY USE THE SERVICES IF YOU UNDERSTAND AND AGREE TO THE PROVISION.
Table of Contents
Eligibility
By accessing or using Services you personally represent, certify, and warrant that:
Our Services are intended for use only by companies and not by individuals. If you do not meet this criteria, you must immediately discontinue use of our Services.
Consent to electronic signature
By agreeing to the terms of these User Terms, you consent to us providing Notices to you electronically, and understand that this consent has the same legal effect as a physical signature. You may only withdraw consent to receive Notices electronically by closing your Clara Money Account, if applicable, or by contacting Clara Money customer support by phone at (833) 228-2044, by email to support@Clara Money.com, or through chat.
Prohibited and Restricted User Activities
You may only access or use our Services for valid, lawful bona fide business purposes. You are prohibited from accessing or using the Services for:
You agree that you will not use our Services to: (a) impersonate any person or entity or misrepresent your affiliation with any person or entity; (b) engage in spamming, flooding, harvesting of email addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information, including specifically, property listings available through our Services; (c) attempt to decipher, decompile, disassemble, or reverse engineer any of the technology used to operate our Services; (d) violate any applicable local, state, national or international law; (e) send chain letters or pyramid schemes via our Services; (f) attempt to manipulate our systems via input injection (including but not limited to, SQL, command, or code injection); or (g) attempt to gain unauthorized access to other computer systems through our Services.
You agree that you will not use our Services in any manner that could damage, disable, overburden, or impair our Services, or interfere with any other party’s use and enjoyment of our Services.
We may terminate your access to our Services for any reason, including if we know or believe that you are engaged in any [link to: Prohibited Activities or Restricted Activities] or otherwise do not comply with these restrictions.
Infringement
You agree that you will not use our Services in any manner that infringes the rights of any third party. If you are a copyright holder and believe your work has been used in our Services in a way that constitutes copyright infringement, please send a notice of infringement under the Digital Millennium Copyright Act (“DMCA”) to:
16192 Coastal Highway, in the city of Lewes, County of Sussex, State of Delaware 19958, Phone: +17866071230 Email: notices@clara.co
To find out what to include in the notice, click here to review the DMCA.
Safeguards and Credentials
When accessing our Services, you will maintain your own unique set of Credentials and keep those Credentials secure. You will not share those Credentials with any other person or third party, or reuse Credentials for other services. You will use all reasonable means to protect Cards, checks, mobile devices, web browsers, and anything else used to access or utilize the Services, as applicable.
Other than set forth in Section 2.1 of the Platform Agreement, you will not allow any other person or third party to use or access a Company’s Clara Money Account or Clara Money’s Services on your behalf.
Professional Service Provider Users
Clara Money and licensors own the incorporated Clara Money Property. You may only use Clara Money Property as provided to you and for the purposes provided in these User Terms or as otherwise permitted by the Platform Agreement between your Company and Clara Money or another duly authorized written agreement that you have with Clara Money. You may not modify, reverse engineer, create derivative works from, or disassemble Clara Money Property, or register, attempt to register, or claim ownership of Clara Money Property or portions of Clara Money Property.
Clara Money grants you a nonexclusive and nontransferable license to use Clara Money Property solely as provided through the Services and as permitted by these User Terms. This license terminates upon termination of these User Terms unless terminated earlier by us.
We sometimes release Beta Services in order to test new products, features, and programs, and we may make these Beta Services available to you to get your Feedback. We may change or discontinue Beta Services at any time. If you use Beta Services, you agree to keep information about the Beta Services confidential until we publicly announce the products, features, or programs. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide to us.
Information provided on our website and in other communications from us, other than the agreements that we otherwise expressly denote as governing your relationship with Clara Money, is for information purposes only. We may change or update information from time to time without Notice.
Unless otherwise expressly stated by Clara Money, you acknowledge that Clara Money is not a law firm, accountant, financial advisor, or other professional services provider, and accordingly, does not provide legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided by Clara Money does not constitute legal or professional advice. You understand that you are responsible for any actions taken based upon information received from Clara Money, and where professional advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable area.
Information we provide on our website and in other communications to you may contain third-party content or links to third-party sites and applications. We do not control any such third-party content, sites, or applications, and we are not responsible or liable for the availability, accuracy, completeness, or reliability of third-party content or for damages, losses, failures, or problems caused by, related to, or arising from such third-party content or the products or practices of third parties.
Unless otherwise agreed in a duly authorized written agreement between you and Clara Money, or your Company and Clara Money (as applicable), or as otherwise set forth or restricted by applicable law, you agree that Clara Money is not liable to you or any other person or entity whatsoever for any loss, damage (whether actual, consequential, special, punitive, direct, or indirect), injury, claim, liability, or other cause of action based upon or resulting from the use or attempted use of our Services, including but not limited to any claim or damage arising from failure of performance, error, omission, inaccuracy, interruption, deletion, defect, delay in operation, computer virus, system failure, theft, destruction, unauthorized access to or alteration of personal records, or the reliance upon or use of data, information, opinions, or other materials accessed through our Services.
You agree that you use our Services, including content available through our Services, at your own discretion and risk. You are solely responsible for any damage to your property (including any computer system or mobile device used in connection with our Services), or the loss of data that may result from the use of our Services. Additionally, you agree that Clara Money is not liable or responsible for any defamatory, offensive, illegal, or other conduct of third parties.
Clara Money may suspend or terminate a User’s access to the Services at any time and for any reason, in our sole and absolute discretion, without prior Notice. Clara Money may terminate these User Terms at any point and for any reason without prior Notice.
The examples listed below are not exhaustive and we reserve the right to modify or update the lists below at any time by posting a revised version to our website. The revised version will be immediately effective upon posting.
If we determine in our sole discretion that you engage or have engaged in the activities listed below, or are authorizing, facilitating, or helping others to do so, or otherwise are engaged in activities that are illegal, may harm others or our reputation or operations, or violate our or others’ rights, we may deny, terminate, or suspend your use of the Services:
If we determine in our sole discretion that you engage or have engaged in the activities listed below, or are authorizing, facilitating, or helping others to do so, you may be required to provide additional information or documentation or may be ineligible for certain Services:
Please Contact us if you are unsure whether your business or activities are permitted by Clara Money.
This Platform Agreement is a binding legal agreement between Company and Clara Money and governs your use of the Services. In this Platform Agreement, “Company” or “you” means the company that is applying for or has opened a Clara Money Account or the natural person that submits an application on Company’s behalf to use the Services, and “Clara Money” or “we” means Clara Group Holdings Limited and its past, present, or future affiliates, successors and assigns, unless stated otherwise.
References to “Platform Agreement” mean this agreement and any terms and agreements incorporated herein by reference, which includes, but is not limited to the User Terms, Data Processing Addendum, and any Service-Specific Terms that are applicable to the Services you use.
You may only apply for, open, and maintain a Clara Money Account and/or otherwise access or use the Services if you agree to this Platform Agreement, so read it carefully.
Section 4 of this Platform Agreement includes an agreement to resolve any Disputes through binding arbitration on an individual basis and includes a waiver of any representative, consolidated, mass, or class actions, along with important disclaimers and limitations of liability.
Definitions for capitalized terms (like “Clara Money Account” and “Services”) are included below in Section 5.
1.1 Eligibility
Only companies duly organized and registered in the United States, the Cayman Islands, Abu Dhabi Global Market, Dubai International Financial Centre or Singapore (the “Approved Jurisdictions”) may apply for a Clara Money Account. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and/or registered outside the Approved Jurisdictions, are not permitted to open a Clara Money Account.
A Clara Money Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (e.g., the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (e.g., NACHA rules specific to consumers) do not apply to your use of the Services and transactions you may conduct using your Clara Money Account.
1.2 Account Requirements
Representations and Warranties
By submitting an application for a Clara Money Account, Company (inclusive of any natural person that submits an application on Company’s behalf) represents and warrants that at the time of application and at all times that Company uses Clara Money Services:
Required Information and Actions
You must provide Company Data to apply for and maintain a Clara Money Account and to access the Services. Company Data may include registered business name, business address, ownership details, contact information including email and phone number, tax identification number, the nature of the business, financial information, details for your Linked Accounts, and other business or personal information that we may require or request from time to time.
You may also be asked to provide certain Personal Data including the names, contact information, personal addresses, social security numbers, and dates of birth of Administrators, Users, Beneficial Owners, and Control Persons. We may also require that you provide certain documentary information used to verify Company Data and Personal Data such as organizational documents and certificates of registration, proof of address, or personal identification.
You will keep all Company Data and Personal Data current, complete, and accurate at all times during the application process. We may require additional information from you at any time, including Company Data and Personal Data to assess Company’s financial condition, for verification purposes, or for other legitimate business purposes.
You must connect at least one Linked Account to your Clara Money Account. All Linked Accounts must be business accounts rather than consumer accounts. You authorize us to verify that the account details you provide for your Linked Accounts are correct, the Linked Accounts belong to you.
To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record Company Data and Personal Data identifying companies and their Beneficial Owners and Control Persons. You agree to provide the required information to open and maintain your Clara Money Account and agree to keep such information current. We may share this information with Service Partners and Third-Party Service Providers for these purposes.
1.3 Account Verification
Verification and Validation of Information
Clara Money, its Service Partners, and Third-Party Service Providers rely on the accuracy of the information Company provides when opening and maintaining your Clara Money Account. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Services.
You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose Personal Data you provide before sharing such data with Clara Money.
You acknowledge and agree that we may use and provide Company Data and Personal Data to Service Partners and Third-Party Service Providers to validate the information you have provided and determine your eligibility for the Services.
We may approve or deny your application for a Clara Money Account or a particular Service or grant you or anyone seeking to access your account with your authorization provisional, limited access while your application is pending additional review. We may deny your application, interrupt provision of the Services or access to you or any User, or suspend or close your Clara Money Account where, in our sole determination, the information you provided to Clara Money is incomplete, inaccurate, or out of date.
Consent to Electronic Signature and Electronic Communications
You agree that submitting your application for a Clara Money Account and indicating your agreement to the terms of this Platform Agreement electronically during the application process constitutes your electronic signature to this Platform Agreement. You also agree that your electronic consent has and will have the same legal effect as a physical signature. By agreeing to the terms of the Platform Agreement, you consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as a physical signature. You may only withdraw consent to receive Notices electronically by closing your Clara Money Account.
Supplemental Agreements
In certain circumstances, including when we are required by a Service Partner, we may require supplemental agreements between Clara Money and Company or parties affiliated with Company (including Company employees, contractors, or authorized agents of Company). The availability of specific Services, or continued access or use of specific Services, may be subject to entering into these supplemental agreements. We may require Company to enter into a security agreement or provide a security interest in Company assets for certain Services. Required supplemental agreements are provided separately from this Platform Agreement.
1.4 Account Use Restrictions
Clara Money Accounts and Services may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement, (b) used for any personal, family, or household use, (c) used for any transaction involving any [link: Prohibited Activities], (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used or accessed by third parties who are not Company employees, contractors, or authorized agents of Company, (f) copied, modified, adapted or used to create derivative works of or republish the Services; (g) reverse engineered, decompiled, disassembled, or otherwise used to attempt to derive the source code of the Services; (h) accessed or used for purposes of comparison with or benchmarking against third party products or services or in order to build similar services or competitive services; (i) used to act as a service bureau; (j) used to gain or attempt to gain unauthorized access to the Services; or (k) used for any purpose not related to the business of Company.
We may terminate Clara Money Accounts that we know or believe are engaged in any Prohibited Activities or otherwise do not comply with the restrictions in this section, as determined in Clara Money’s sole discretion. Clara Money may limit Company’s or other authorized parties’ use of or access to certain Services or require that you provide additional information to open or maintain your Clara Money Account where Company is engaged in Restricted Activities, as determined in Clara Money’s sole discretion.
We may update the lists of Prohibited Activities or Restricted Activities at any time by posting a revised version to our website. The revised version will be immediately effective upon posting and it is your responsibility to ensure you do not violate these terms. Be sure to contact us immediately if the nature of your business or your corporate ownership, or that of your Entities, changes.
2.1 Authorized Users
Administrators
You must specify at least one Administrator to manage your Clara Money Account when submitting your application for a Clara Money Account. Administrators must have, and Company represents that any individual designated as an Administrator has, the requisite power and authority to conduct business and manage Company’s Clara Money Account, including by authorizing debits from Linked Accounts. In the event that an individual designated as an Administrator no longer has such requisite power and authority, Company must notify us promptly and shall be responsible to designate another Administrator with such requisite power and authority to conduct business and manage Company’s Clara Money Account.
Administrators may take a variety of actions, including: adding, removing, or managing additional Administrators and Users; applying for or removing Services or Third-Party Services, connecting and authorizing debits from current and new Linked Accounts; consenting to new and updated terms, if applicable; and taking actions specified in any Service-Specific Terms. Administrators must not authorize the use of Company’s Clara Money Account or the Services by any Prohibited Person. More details about Administrator permissions are available on our website, and we may change these permissions from time to time by updating our website or otherwise providing you Notice.
Administrators must monitor Company’s Clara Money Account activity and statements as required by applicable Service-Specific Terms. Certain Services include additional permission levels and authorizations, in which case Administrators on your Clara Money Account will be able to authorize and assign Users these permission levels and authorizations.
In the event of a dispute regarding who is authorized to act on behalf of the Company in connection with Company’s Clara Money Account, you agree that Clara Money is not obligated to adjudicate any such dispute and may continue to honor instructions from any designated Administrator, or suspend Company’s Clara Money Account or limit use of the Services unless and until the dispute is resolved, in Clara Money’s sole discretion.
Other Users
Users other than Administrators may perform a variety of more limited activities on the Clara Money Account, depending on the role assigned to each User. Information about the types of User roles is available on our website. We may limit the number of Users you can create, and we may change the names, number, and permissions of roles from time to time by updating our website or otherwise providing you Notice.
All Users, including Administrators, may use Company’s Clara Money Account, transact, and use the Services only for valid, lawful, bona fide business purposes on Company’s behalf. Users may not use the Services for personal, family, or household purposes. Users must accept and comply with the User Terms.
2.2 Responsibility for Use
Company is responsible and liable for the actions or failures to act of all Users that use, access, or access the Services through Company’s Clara Money Account, including without limitation, any breach or violation of this Platform Agreement by Company, or any User or other person associated therewith.
Company is responsible for ensuring that Administrators, Users, and any other persons associated with Company communicate respectfully and will refrain from using any form of disrespectful, harassing, abusive, or hateful speech with Clara Money team members or Third-Party Service Providers. If Clara Money receives reports of any such behavior, we may contact your Administrator, suspend or limit access to Company’s Clara Money Account or the Services, or close your Clara Money Account, in Clara Money’s sole discretion.
2.3 Access
You will keep your Clara Money Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of User Credentials. You will closely and regularly monitor the activities of Users who access the Services, and you will use all reasonable means to protect mobile devices, web browsers, and anything else used to access or utilize the Services.
You will ensure that each User has their own unique set of Credentials, keeps those Credentials secure, does not share those Credentials with any other person or third party, and does not reuse Credentials for other services.
You will not allow any unauthorized person to use the Services. You will immediately disable User access to the Services or limit permissions where you know or suspect your Clara Money Account has been compromised or may be misused or where you know or believe a User’s Credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your Clara Money Account or the Services.
2.4 Updates to Company Information
We may require additional information from you, including regarding Entities, at any time, including Company Data (such as business licenses or other information related to Company’s business) and Personal Data (such as copies of government-issued personal identification and proof of address) to verify Beneficial Owners or Control Persons, validate information provided, verify the identity of Administrators or Users, or assess the financial condition and business risks of Company and/or its Entities.
You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Clara Money Account(s) at all times.
You must promptly notify us in writing if any of the following events occur with respect to Company, as your failure to do so can result in Fines, losses, damages, and other expenses to you and Clara Money:
3.1 Fees
We may assess Fees for some Services, including periodic fees, usage fees, late or failed payment fees, late fee interest charges of up to 10% per annum, attorneys’ fees and costs, service fees, and other fees we disclose to you.
We will disclose Fees to you when opening your Clara Money Account, when you start using a new Service, through our website, via an Order Form, or by updating this Platform Agreement or applicable Service-Specific Terms. We may add new Fees or increase existing Fees upon 30 days’ Notice to you, or earlier as provided by applicable Service-Specific Terms. We may also charge a new or increased Fee when you affirmatively agree to such Fee even if that is earlier than 30 days after receiving Notice.
3.2 Authorization to Debit Linked Accounts
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR CURRENT AND PREVIOUSLY LINKED ACCOUNTS FOR ALL FEE AMOUNTS OWED TO CLARA MONEY. PLEASE READ IT THOROUGHLY.
You understand and agree that by using the Services, you agree to pay any and all Fees when due, including as set forth in all applicable Order Forms you enter into with Clara Money. You must maintain at least one Linked Account at all times and agree that Clara Money may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your Clara Money Account.
Your Authorization to Debit Linked Accounts
You authorize Clara Money or its respective successors and assigns to collect amounts owed by you for your use of the Services by debiting funds from your current and previously Linked Accounts at financial institutions (including banks and credit unions). If we use the Automated Clearinghouse (ACH) network, the debits will be governed by the rules established by the National Automated Clearinghouse Association (NACHA) for business-related ACH debits. You also authorize Clara Money to debit your Linked Accounts for verification purposes (through microdeposits or similar means).
Manner and Timing of Payment
We may debit Linked Accounts for all amounts owed to us in connection with your use of the Services. If you fail to pay the full amount owed on time, Clara Money may charge you Fees on or as a result of unpaid balances and we may attempt to collect amounts owed from any Linked Account, whether or not it is your Primary Linked Account or is currently connected to your Clara Money Account. We may collect partial payments for unpaid amounts from any Linked Account, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts due and owing as directed.
You understand and agree that Clara Money has sole discretion to determine the order of priority when collecting from any Linked Account amounts owed for using multiple Services.
In the event that we make an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Account in the amount of such error on or after the date such error occurs.
Withdrawing Your Authorization
To withdraw the debit authorization from all of your Linked Accounts (including your Clara Money Business Account), you must provide us 30 days’ notice and pay all amounts owed under your Clara Money Account, including those set forth in an Order Form, immediately, including Fees, Fines, and other amounts. Withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under your Order Form. Company will be responsible for all costs of collections and damages if amounts owed are not paid in full by Company.
3.3 Changes to the Services
We may add Services or modify existing Services at any time. Some Services, such as payment-related services, may be provided only by specific Clara Money affiliates or Third-Party Service Providers or Service Partners.
We do not guarantee that each of the Services will always be offered or available to you. Services will change from time to time, and certain Services may be discontinued. In the event Clara Money discontinues or modifies a certain Service you are using in a way that materially reduces the features or functionality of the Service, we will make commercially reasonable efforts to provide at least 30 days advance Notice to you before the Service is discontinued or materially modified.
You acknowledge and understand that in order to use certain Services, you and in some instances parties associated with you (including Entities, and your and their employees, contractors, or agents authorized to use the Services) must agree to Service-Specific Terms governing access to and use of such Services. We or Third-Party Service Provider or Service Partner may eliminate, amend, or add to Service-Specific Terms at any time subject to any provisions governing termination or amendments. Unless expressly stated otherwise in an applicable Order Form and/or any Service-Specific Terms, any new or modified Services will be subject to this Platform Agreement. In the event of a conflict between this Platform Agreement and any Service-Specific Terms, the Service-Specific Terms will govern. In the event of a conflict between this Platform Agreement and the Column Deposit Account Agreement, or between any Service-Specific Terms and the Column Deposit Account Agreement, the Column Deposit Account Agreement will govern.
3.4 Notices, Monitoring, and Communication
You agree that we and any agents acting on our behalf may send Notices or otherwise communicate with you using the contact information provided to us or our agents by you, including by Users associated with your Clara Money Account, including via email, in-app notifications, SMS/text, and phone numbers associated with mobile phones or devices, and you consent to any use of autodialing or automated voice messaging technology. We and our agents are not responsible or liable for any charges or costs incurred by you or such Users in connection with such communications. Notices shall be considered received 24 hours after they are sent.
You agree that Clara Money may monitor or record the interactions or activities of Administrators, Users, or persons given access to the Services or your Clara Money Account when using any of Clara Money’s websites or mobile applications or accessing the Services. We and our agents may also monitor or record any communications for quality assurance or other reasonable business purposes.
We may send text or SMS messages to Users of Company’s Clara Money account, including in connection with use of Credentials (such as in the case of multi-factor authentication challenges) to allow us to verify their identity. Opting out of such messages may result in making Company ineligible for certain Services or increase the financial risks to Company, including losses caused by lost or stolen Credentials and/or fraud. You are required to maintain updated web browsers, computers, and mobile device operating systems to receive Notices correctly. Contact us immediately if you are or believe you are having problems receiving Notices.
Unless you’re communicating with us about a matter where we’ve specified another notice address, you may contact us using the information specified Contact us.
3.5 Clara Money Property and Licenses
Clara Money owns all Clara Money Property. Company, Administrators, other Users, and other persons or entities accessing or using the Services through Company’s Clara Money Account may use Clara Money Property only pursuant to and for the purposes set forth terms of this Platform Agreement or other written agreements between you and Clara Money and may not modify, reverse engineer, create derivative works from, or disassemble Clara Money Property or register, attempt to register, or claim ownership in Clara Money Property or portions of Clara Money Property.
Clara Money grants you a revocable, nonexclusive and nontransferable license to use Clara Money Property as provided through the Services and as permitted by this Platform Agreement and any applicable written agreements, including any Order Form(s). This license terminates upon termination of this Platform Agreement, unless earlier terminated earlier by us.
You grant Clara Money a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.
To the extent such rights are not expressly identified in this Platform Agreement, we reserve all other rights to our intellectual property relating to the Services and shall own all modifications, improvements, enhancements, derivative works, additional models or features made by us to the Services (collectively “Modifications”), whether or not such Modifications were made by us on the basis of any Feedback, ideas, suggestions, or information provided by you, Entities, Administrators, or Users.
3.6 Identification as Customer
We may publicly reference you as a Clara Money customer on our website or in other communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant Clara Money a limited license to use Company trademarks or service marks for this purpose.
3.7 Beta Services and Feedback
We sometimes release Beta Services in order to test new products, features, and programs, and we may make these Beta Services available to you to get your Feedback. We may change or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback provided to us.
3.8 Fines, Liability, and Actions We May Take
Fines
You agree to pay all Fines assessed against Clara Money that result or arise from Company’s or any associated person’s violation of the terms of this Platform Agreement, or other agreements you have with Clara Money or a Service Partner, including but not limited to fines assessed against Clara Money resulting from the use of Company’s Clara Money Account in connection with any Prohibited Activities or any not previously disclosed and preapproved Restricted Activities.
Credit Reporting
We may report Company payment history and performance to one or more credit reporting agencies.
Actions We Make Take
If we believe, in our sole discretion, that Company, or any User or other person associated therewith has violated the terms of this Platform Agreement or other written agreement with Clara Money, violated applicable law, engaged in fraudulent or unfair activities, or has otherwise engaged in activities that violate our or others’ rights, or created an undue risk of harm for us or others, we may take a number of actions to protect Clara Money, its customers, and others at any time, in our sole discretion and with or without Notice. The actions we may take against Company, or any User or other person associated therewith under such circumstances include:
Our decision about actions we may take in relation to your Clara Money Account may be based on confidential criteria that are essential to our management of risk and the protection of Clara Money, our customers, service providers, or others. We may use proprietary fraud and risk modeling when assessing the risk associated with the account. In addition, we may be restricted by law, regulation, or a governmental authority from disclosing certain information to you about such decisions or actions. You agree that we have no obligation to disclose the details of our risk management or security procedures to you.
If Company, or any associated User violates this Platform Agreement or any other written agreement with Clara Money, you will be liable to Clara Money for any losses, damages, or expenses we sustain. You will also be liable for all Fees (including those committed to under any Order Form), Fines, reversals, chargebacks, claims, penalties, negative balances, attorney’s fees and costs, and statutory interest (where applicable) owed by you, or any associated User, and any other losses or damages incurred by Clara Money, any Clara Money customer, or a third party, that are caused by, arise out of, or result from Company’s, or any associated User’s use of the Services in violation of this Platform Agreement or other written agreement with Clara Money. We may deduct some or all of these losses, damages, and expenses from Company’s Clara Money Account or any Linked Account.
Termination of this Platform Agreement shall not prevent us from taking any of these actions or having recourse to any of these remedies.
4.1 Term and Termination
This Platform Agreement is effective when you accept its terms when applying for a Clara Money Account and continues until terminated by either you or us, in accordance with this Platform Agreement and applicable Service-Specific Terms.
You may ask us to terminate this Platform Agreement by ceasing to use the Services, paying all amounts owed to Clara Money (including, but not limited to, all Fee commitments under any Order Form), and providing notice to us. We may decline to terminate this Platform Agreement or close your Clara Money Account if you have a negative balance in respect of any Service, have Fees that remain owing to Clara Money under the term of any Order Form, if any funds that we are holding on your behalf are subject to a hold, lien or other restriction, if there are pending transactions, or if we believe that the Clara Money Account is being closed to evade any legal or regulatory requirement or investigation. We may decline to send you any funds remaining in your account, less any amounts you are liable for, until we have completed the process of terminating your Clara Money Account and/or any restrictions or holds on such funds have been removed.
In addition to the termination rights provided for in Section 3.9 below, Clara Money has the right to terminate this Platform Agreement at any time and for any reason with thirty (30) days notice to you.
In the event that this Platform Agreement is terminated, except as expressly provided herein, the applicable Service-Specific Terms will immediately terminate (other than sections that survive termination).
Sections 2.2 (Responsibility for Use), 2.3 (Access), 3.5 (Notices, Monitoring, and Communication), 3.8 (Beta Services and Feedback), 3.9 (Fines, Liability, and Actions We May Take), 4.1 (Term and Termination), 4.2 (Data Privacy and Confidentiality), 4.4 (Limitations of Liability), 4.5 (Disclaimer of Warranties by Clara Money), 4.6 (Indemnification), 4.7 (Governing Law and Venue), 4.8 (Binding Arbitration), 4.9 (Compliance with Court Orders and Legal Process) and 4.12 (Assignment) together with the provisions of the Service-Specific Terms that identify continuing obligations, and all other provisions of this Platform Agreement or the agreements, terms, and policies incorporated herein giving rise to continuing obligations of the parties, will survive termination of this Platform Agreement.
4.2 Data Privacy and Confidentiality
Privacy
You acknowledge, understand, and agree that we will collect, process, and share Company Data and Personal Data, including with Service Partners and Third-Party Service Providers, for purposes that include providing the Services and complying with our legal and regulatory obligations, as set forth in and governed by our Data Processing Addendum. Any other personal information that Clara Money collects and processes in connection with the Services will be governed by our Privacy Policy.
Confidentiality
You and Clara Money will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations under this Platform Agreement or any other agreements between you and Clara Money. You and Clara Money will use the same degree of care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than a reasonable degree of care. You and Clara Money will use Confidential Information only for the purposes of fulfilling its respective obligations or exercising its respective rights under this Platform Agreement, or as otherwise set forth in the Data Processing Addendum and/or Privacy Policy. Subject to the foregoing, neither you nor Clara Money will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (i) to its employees, contractors, and authorized agents who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Platform Agreement or any other agreements between you and Clara Money (including the provision and receipt of Services contemplated hereunder or thereunder) and are bound by written obligations of confidentiality that are no less restrictive than this Section, (ii) to its professional advisers (e.g., lawyers, accountants, consultants) that are bound by ethical duties or written obligations of confidentiality that are no less restrictive than this Section, and (iii) as otherwise expressly set forth in this Platform Agreement, the Data Processing Addendum and/or Privacy Policy.
You acknowledge and agree that we may disclose Confidential Information and Company Data if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that Clara Money has violated the rights of third parties; or (iv) protect the rights, property, or personal safety of Clara Money, its users and the public.
4.3 Content
Information provided on our website and in other communications from us, other than the agreements, offers, policies, and terms referenced or otherwise incorporated by this Platform Agreement, Service-Specific Terms, or that we otherwise expressly denote as governing your relationship with Clara Money, is for information purposes only. We may change or update information from time to time without Notice.
4.4 Limitations of Liability
Clara Money’s liability to you is limited with respect to your Clara Money Account and the Services. Clara Money is not liable to you for consequential, indirect, special, exemplary, treble or punitive damages or lost profits or revenue, reputational harm, physical injury, or property damage arising from or related to (i) your Clara Money Account; (ii) Clara Money’s Services; (iii) your use of or inability to use Services, or (iv) this Platform Agreement any other written agreement between you and Clara Money, including Service Specific Terms and any Order Form(s), and any terms, agreements, or policies incorporated therein by reference, whether or not we were advised of their possibility by you or third parties, unless prohibited by applicable law.
Our maximum liability to you arising from or related to (i)-(iv) above is limited to the total amount of Fees actually paid by you to Clara Money in the twelve months preceding the event that is the basis of your claim. These limitations apply regardless of the legal theory on which your claim is based, unless prohibited by applicable law.
To the extent applicable law prohibits or restricts any of the limitations of liability set forth in this Platform Agreement, or any portion of them, or a court or arbitrator holds that such limitations, or any portion of them, are unenforceable for any reason, this Platform Agreement shall be interpreted and construed in a manner that limits Clara Money’s liability to the greatest extent possible under applicable laws.
4.5 Disclaimer of Warranties by Clara Money
THE SERVICES, CLARA MONEY PROPERTY, AND BETA SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. CLARA DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF THE SERVICES, CLARA MONEY PROPERTY, AND BETA SERVICES. NOTHING IN THIS PLATFORM AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY.
THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY CLARA MONEY. CLARA MONEY DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.
CLARA MONEY DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS PLATFORM AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (E) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
CLARA MONEY IS NOT LIABLE FOR AND DISCLAIMS LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU, ANY USER ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR CLARA MONEY ACCOUNT OR THE SERVICES.
4.6 Indemnification
You agree to indemnify, defend, and hold harmless Clara Money, Service Partners, and Third-Party Service Providers (including their respective affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to any third party claims alleging or involving: (i) Company breach or alleged breach of this Platform Agreement or any other agreements with Clara Money; (ii) acts or omissions of Users or other persons associated with Company that violate a contractual or legal obligation owed to Clara Money or others; or (iii) Company’s actual or alleged infringement of a third party’s intellectual property rights.
4.7 Governing Law and Venue
This Platform Agreement will be construed, applied, and governed by the laws of the State of Delaware exclusive of its conflict or choice of law rules except to the extent that U.S. federal law controls or unless otherwise specified in this Platform Agreement. Subject to Section 4.8 (Binding Arbitration), all litigation shall be brought in the state or federal courts located in the State of Delaware.
4.8 Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, UNLESS YOU OPT OUT AS SET FORTH BELOW. FOR PURPOSES OF THIS PROVISION ONLY, THE TERMS “WE,” “US,” AND “OUR” INCLUDE CLARA GROUP HOLDINGS LIMITED AND/OR ITS PAST, PRESENT, OR FUTURE AFFILIATES, THEIR RELATED PERSONS OR ENTITIES, AND/OR ANY PREDECESSORS OR SUCCESSORS IN INTEREST. FOR THE AVOIDANCE OF DOUBT, UNLESS YOU OPT OUT OF THIS SECTION PURSUANT TO THE PROCEDURES SET FORTH BELOW, THIS SECTION WILL GOVERN ANY CLAIMS YOU, OR ANY PERSONS OR ENTITIES CLAIMING THROUGH OR CONNECTED WITH YOU (E.G., ANY ENTITY OR PERSON YOU AUTHORIZE TO USE OR ACCESS YOUR CLARA MONEY ACCOUNT), HAS AGAINST US REGARDING MATTERS RELATED TO OR ARISING FROM THIS PLATFORM AGREEMENT.
You and We Agree to Arbitrate Disputes Between Us
Either you or we may, at either’s sole election, require that the sole and exclusive forum for resolution of a Dispute be final and binding arbitration pursuant to this Binding Arbitration section, unless you opt out as provided below, in which case you and we may resolve the Dispute through litigation in court. Disputes are subject to arbitration regardless of whether they arise from contract, tort, a constitution, statute, common law, principles of equity, or any other legal theory. Disputes include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Nothing in this section affects the right of a party to seek temporary injunctive or declaratory relief from a court of appropriate jurisdiction in conjunction with a Dispute that is subject to arbitration in order to prevent imminent and irreparable harm.
The scope of this Binding Arbitration section is to be given the broadest possible interpretation that is enforceable. You and we agree that this Platform Agreement is entered into pursuant to a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §1, et seq., governs the interpretation and enforcement of this Binding Arbitration section.
Opt Out Procedure
If you want to opt out of this Binding Arbitration section, you may do so by delivering a written opt-out notice to Clara Group Holdings Limited, 16192 Coastal Highway, in the city of Lewes, County of Sussex, State of Delaware 19958, Attn: The Board. The written opt-out notice must be sent to this address within thirty (30) days of the date you accept this Platform Agreement for the first time and you are responsible for maintaining proof that it was sent within this time period (e.g. copy of postmarked mail containing the opt-out notice, copy of receipt from delivery service showing date the delivery service received the opt-out notice for delivery). The opt-out notice must identify the name of your company, state that you are opting out of the Binding Arbitration section of the Platform Agreement, and include the name and signature of someone authorized by you to opt you out of this section. You may send an opt-out notice by mail, delivery service, or courier, as long as it is sent to the address specified above within the specified time. No other methods can be used to opt out of this Binding Arbitration section. Opting out of this section has no effect on any previous, other, or future arbitration or dispute resolution agreements that you may have with us or third parties. If you opt out of this Binding Arbitration section, all other parts of the Platform Agreement will continue to apply.
Arbitration Procedures. In the event you or we elect to resolve a Dispute through final and binding arbitration pursuant to the terms of this section, the Dispute will be resolved by arbitration before a single arbitrator, as provided in this section, unless you and we mutually agree otherwise. All issues will be for the arbitrator to decide, except issues relating to arbitrability, the scope or enforceability of this Binding Arbitration section, or the interpretation or enforceability of the Prohibition of Class and Representative Actions and Non-Individualized Relief provision below shall be for a court of competent jurisdiction to decide.
Arbitration will be administered by the American Arbitration Association (“AAA”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, AAA’s Commercial Arbitration Rules, except to the extent such rules and procedures conflict with this Binding Arbitration section or any countervailing applicable law. You may review AAA’s rules and procedures by visiting its website at www.adr.org. In the case of a conflict between the rules and procedures of the administrator and this Binding Arbitration section, this section shall control, subject to countervailing applicable law, unless all parties to the arbitration consent to have the rules and procedures of the administrator apply.
If the value of the relief sought in arbitration is $50,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
Either you or we may commence arbitration by providing a written demand for arbitration to AAA and the other party detailing the nature of the Dispute and the relief requested. The arbitrator will apply the substantive law as described in Section 3.4. Each party shall bear the expense of its own attorneys’ fees and its out-of-pocket costs incurred in connection with the arbitration, except the appropriate apportionment of any administrative fees and expenses or arbitrator fees and expenses associated with the arbitration shall be determined by the arbitrator in the arbitration award. The award of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
The arbitrator shall take steps to reasonably protect Confidential Information. The arbitration proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute arbitrated, evidence produced, testimony given, and the outcome of the arbitration, unless such information was already in the public domain or was obtained independent from the Dispute. Company and Clara Money, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceedings, or to enforce the outcome of the same, unless additional disclosure is required by law.
Prohibition of Class and Representative Actions and Non-Individualized Relief
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED OR COULD HAVE BEEN ASSERTED IN COURT ON A PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) THE CLAIMS OF TWO OR MORE INDIVIDUALS OR PARTIES CANNOT BE CONSOLIDATED OR JOINED IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR PARTIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS PROVISION, AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS PROVISION SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AAA OR ANY ARBITRATOR.
Severability
If any portion of this Binding Arbitration section, other than the Prohibition of Class and Representative Actions and Non-Individualized Relief is deemed invalid or unenforceable, the remaining portions of this section shall nevertheless remain valid and in force. If a court decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any claim regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any claim that may not be arbitrated in accordance with the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief that are held to be invalid or unenforceable must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision of the Prohibition of Class and Representative Actions and Non-Individualized Relief invalid or unenforceable be deemed to authorize an arbitrator to adjudicate claims or make awards in a manner that is inconsistent with the terms of this Binding Arbitration section.
Future Amendments to this Binding Arbitration Section. Notwithstanding any provision in this Platform Agreement to the contrary, you and we agree that if we make any amendment to this Binding Arbitration section (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Binding Arbitration section that have arisen or may arise between you and us. We will notify you of amendments to this Binding Arbitration section by posting the amended terms on www.clara.co at least 30 days before the effective date of the amendments and by providing notice through email to one or more designated administrators of your Clara Money Account. If you do not agree to these amended terms, you may close your Clara Money Account within the 30-day period and you will not be bound by the amended terms.
Mass Arbitration
If you elect to have your claim addressed as part of a mass arbitration (defined below), you agree to the additional procedures set forth below.
If twenty-five (25) or more claimants submit notices or attempt to file demands raising similar claims, are represented by the same or coordinated counsel (regardless of whether the notices or demands are submitted simultaneously), and the parties cannot resolve the cases during the Informal Resolution Period, all of the cases must be resolved in arbitration through staged sets of proceedings. You agree to this process even though it may delay the arbitration of your case.
If these mass filing procedures apply to your case, the tolling period for your claims will be extended until your case is selected to proceed as part of a staged proceeding, withdrawn, opted out of arbitration (as set forth below), or otherwise resolved.
First Stage: In the first stage, counsel for the parties shall each select twenty-five (25) cases per side (50 cases total) to be filed in arbitration and to proceed individually in accordance with this Arbitration Agreement, with each case assigned to a separate and different arbitrator (unless the parties agree otherwise). In the meantime, any remaining cases shall not be filed or deemed filed in arbitration, nor shall any Arbitration Fees be assessed in connection with those cases unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After the first stage is completed, the parties shall engage in a global, non-binding, and confidential mediation of all remaining cases with a retired federal or state court judge. The parties shall each pay one-half of the mediator’s fee.
Second Stage: If the parties are unable to resolve the remaining cases after the mediation, the parties shall repeat the same process except that fifty (50) cases shall be selected per side (100 cases total) to proceed individually in accordance with this Arbitration Agreement, with each case assigned to a separate and different arbitrator (unless the parties agree otherwise). After the second stage is completed, the parties will again engage in a global, non-binding, and confidential mediation of all remaining cases with a retired federal or state court judge, with the shall each pay one-half of the mediator’s fee.
If the parties are unable to resolve any remaining cases after a second global mediation session:
Option One: You and Clara Money may, separately or by agreement, opt out of arbitration and elect to have your case heard in a court of competent jurisdiction consistent with these terms. You may opt out of arbitration by providing an individual, personally signed notice of your intention to opt out of arbitration to Clara Money via email at notices@clara.co within thirty (30) days after the conclusion of the second global mediation session. Clara Money may opt your case out of arbitration by sending an individual, signed notice of its intention to opt out of arbitration to your counsel via email no more than thirty (30) days following the expiration of your thirty (30) day opt-out period. Counsel for the parties may agree to adjust these deadlines.
OR
Option Two: If neither you nor Clara Money elects to have your case heard in court consistent with Option One, then you agree that your case will be resolved through continuing staged proceedings as set forth below. Assuming the number of remaining cases exceeds two hundred (200), then two hundred (200) cases shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining cases is fewer than two hundred (200), then all of those cases shall be filed and proceed in individual arbitrations. No more than five (5) cases within any set of two hundred (200) cases may be assigned to the same arbitrator to proceed individually, unless the parties agree otherwise in writing. Any remaining cases shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those cases unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process.
Throughout the staged process above, the arbitrators for the cases are encouraged to resolve the cases within one hundred twenty (120) days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. If any case selected for a staged set of proceedings is withdrawn prior to the arbitrator’s award (and without the consent of the other party), another case shall be selected to proceed individually in arbitration consistent with the process set forth above.
A court of competent jurisdiction will have the authority to enforce this “Mass arbitration” section and, if necessary, to enjoin the filing or prosecution of arbitrations or the assessment or collection of Arbitration Fees. This “Mass arbitration” section is intended to be severable from the rest of this Arbitration Agreement. If a court decides that the staging process set forth in this “Mass arbitration” section is not enforceable (and after exhaustion of all appeals), then all cases may be filed in arbitration, but the payment of Arbitration Fees will be assessed as the arbitrations advance and arbitrators are appointed, rather than when the arbitrations are initiated.
4.9 Compliance with Court Orders and Legal Process
If we are notified of or become aware of a court order or other legal process or request (e.g., subpoenas, garnishments, levies, warrants) or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may take certain actions, including without limitation providing information in our possession, custody, or control; holding payments to/from your Clara Money Account or holding or otherwise restricting funds in your Clara Money Account; or suspending, terminating, closing, or limiting access to your Clara Money Account. We will decide, in our sole discretion, which action is required or appropriate. We do not have an obligation to contest or appeal any court order or legal process involving you or your Clara Money Account.
We are not responsible to you or User for any losses or consequences sustained due to actions we may take to comply with a legal order, legal process or request, or applicable law. We may, but are not required to, provide Notice of any court order, legal process or requests, or actions we may take in conjunction with them or in an effort to comply with applicable law.
4.10 Headings and Interpretation
Headings in this Platform Agreement are for reference only. Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either… or… or any combination of the proceeding items; words in the singular include the plural and words in the plural include the singular; and provisions listing items and using and require all listed items.
4.11 Changes to Terms
We reserve the right to amend this Platform Agreement and any Service-Specific Terms, including by deleting, modifying, or adding provisions, at any time by posting the amended version of this Platform Agreement or Service-Specific Terms to the Clara Money website. The amended version will be effective at the time we post it, unless otherwise noted.
If any amendments materially reduce your rights or increase your responsibilities, we will provide you with at least 30 days’ advance Notice of the amended Platform Agreement or Service-Specific Terms before the amended agreement/terms becomes effective as to you.
Continued use of or access to a Clara Money Account or any Services, through the actions of any Administrator or User, after any amended Platform Agreement or Service-Specific Terms becomes effective as to you constitutes acceptance of the amended agreement/terms. If you do not agree with amended terms, you may close your Clara Money Account in a manner consistent with this Platform Agreement or stop using the Service to which any amended Service-Specific Terms apply before they become effective as to you. It is your responsibility to ensure that the contact information, including any email addresses, associated with your Clara Money Account remains accurate and current. Please contact us immediately if your contact information changes so we can assist with updating your account.
You are responsible for notifying Entities and Users of any applicable updates to the Platform Agreement, any Service-Specific Terms, and all terms, agreements, and policies incorporated by reference, and for ensuring Entities and Users comply with such updates. We may or may not provide Notice of updates directly to Entities and Users.
Outside of amendments made consistent with the terms of this Platform Agreement and any Service-Specific Terms, the only other way this Platform Agreement or Service-Specific Terms may be amended or otherwise modified is through an agreement in writing that is duly signed by an authorized representative of Clara Money and an authorized representative of Company.
Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement or Service-Specific Terms for any other or future acts, events, or conditions. Further, any delay by Clara Money in enforcing our rights under this Platform Agreement or Service-Specific Terms does not constitute forfeiture or waiver of such rights.
4.12 Assignment
You may not transfer or assign (by operation of law or otherwise) this Platform Agreement, any of your rights or obligations hereunder, or operation of your Clara Money Account, without Clara Money’s prior express written consent. If you wish to make such a transfer or assignment, or the ownership of Company is changing, you must give us prior written notice. If we consent to such a transfer or assignment by Company, the assignee or successor must assume all of Company’s rights, obligations, and liabilities under this Platform Agreement and your relationship with Clara Money, and will be bound by all the terms of this Platform Agreement. In the event of a change in ownership, you will continue to remain fully responsible for the use of your Clara Money Account by the assignee or successor, if such assignee or successor is granted access in our sole discretion. Clara Money may assign, pledge, or otherwise transfer this Platform Agreement or any of its rights and powers under this Platform Agreement without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in this Platform Agreement instead of Clara Money.
4.13 Entire Agreement
This Platform Agreement, any Service-Specific Terms that may apply to you based on your use of the Services, any Order Forms, and any terms, agreements or policies incorporated by reference, constitute the entire understanding of the parties with respect to the subject matter described and supersede all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this Platform Agreement, any applicable Service-Specific Terms, and any terms, agreements or policies incorporated by reference, will be binding unless in writing and signed by Company and Clara Money.
4.14 Severability
Unless provided otherwise in this Platform Agreement, if any provision of this Platform Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable, such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and the remaining provisions of this Platform Agreement shall remain in full force and effect.
Capitalized terms in this Platform Agreement are defined as follows:
Administrator means an individual(s) with the requisite power and authority to conduct business and manage Company’s Clara Money Account and act on behalf of Company, including consenting or binding the Company to this Platform Agreement and binding Company to any Service-Specific Terms, as designated by Company.
Beneficial Owner means any individual who, directly or indirectly, owns 25% or more of the equity interests of Company.
Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
Clara Money Account means Company’s account(s) with Clara Money that is/are used to access the Services.
Clara Money Data means all data developed or collected by Clara Money through the development or provision of Services, or Third-Party Services, or generated or recorded by the Clara Money platform, but which does not include Company Data.
Clara Money Property means the Services and related technology, Clara Money Data, and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property encompassing or incorporated into each of the foregoing.
Company Data means information or documentation provided by Company to Clara Money, and which includes Financial Data, and any Personal Data provided by Company, and/or its Administrators or Users.
Confidential Information means any information disclosed by you to Clara Money, or vice versa, that should be reasonably understood to be confidential in light of the nature of the information. However, Confidential Information will not include any information which (a) is or becomes generally available to the public other than as a result of the receiving party’s breach of its confidentiality obligations; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) is disclosed to the receiving party, without restriction, by a third party with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Control Person means a single individual with significant responsibility to control, manage, or direct Company.
Credentials means usernames, passwords, and other identifiers or credentials used to assist in identification and authentication with regard to use of the Services or to access a Clara Money Account.
Dispute means any past, present, or future claim, dispute, or controversy involving you (or persons or entities claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of the Platform Agreement, any Services, any application for a Clara Money Account, and/or the activities or relationships that involve, lead to, or result from any of the foregoing.
Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.
Fees means charges we impose on you for use of Services or a Clara Money Account.
Financial Data means Company’s bank balance, transaction, account, or other financial information accessible to Clara Money through Linked Accounts or Third-Party Services.
Fines means all fines, penalties, or other charges assessed against Clara Money that result or arise from Company’s, Company’s Affiliates, Company Users, or any other persons associated with Company’s violation of the terms of this Platform Agreement, any of the Service-Specific Terms, or other agreements you have with Clara Money or a Service Partner.
Linked Account means any account that is held with a financial institution and is connected to your Clara Money Account and authorized for payment of amounts to Clara Money, including Fees, and Fines.
Notice means any physical, voice, or electronic communication, or legal notices that are provided or directed to Company, Entities, or Users and/or Company’s Clara Money Account, including via email, in-app notifications, SMS/text, and phone numbers associated with mobile phones or devices.
Order Form means any agreement (including supplements, addendums, exhibits, appendices and/or any amendments to the agreement or any of foregoing) agreed between Customer and Clara Money for Services, which may include Fees for the use of such Services and impose specific terms and conditions on Customer’s use of Services.
Personal Data has the meaning set forth in the Data Processing Addendum.
Platform Agreement means this Platform Agreement, as amended from time to time, and any terms, agreements, and policies referenced including the User Terms, and any applicable Service-Specific Terms.
Prohibited Activities means the business types and activities posted on our Prohibited Activities as updated from time to time.
Prohibited Person means any individual or organization that is subject to sanctions in the United States, identified on any lists maintained by OFAC or the U.S. Department of State, or is subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing a Clara Money Account or Services to such person or from otherwise conducting business with the person.
Restricted Activities means the business types and activities posted on our Restricted Activities as updated from time to time.
Security Procedures means certain procedures and controls that are intended to help secure and protect your Clara Money Account and data from misuse, fraud, and theft.
Service Partner means a bank, financial institution, or other partner that provides services directly related to one or more Services.
Service-Specific Terms mean the terms and agreements applicable to particular Services offered by Clara Money, including any Service Partner terms, and any other terms and conditions that govern access to and use of any Service.
Services means access to financial products, technology, expense management, cash management, payment services, integrations with Third-Party Services, website, mobile application, and all other services, features, products, software, and content provided by Clara Money, including but not limited to those available through your Clara Money Account.
Third-Party Services means services and data provided by third parties in relation to or provided through the Services.
Third-Party Service Provider means an affiliate, agent, representative or other third party that assists us in providing the Services to you, Company that supports our internal operations, or that provides other services related or connected to, or provided through the Services or a Clara Money Account.Users means any employees, contractors, or agents authorized by Company to use the Services and/or issued Credentials by Clara Money or Company, and includes Administrators and other account roles as designated by Clara Money.
This Data Processing Addendum (“DPA”) is subject to and forms part of the Platform Agreement or other written or electronic terms of services or agreement for the provision of the Services (the “Agreement”) between Clara Money and the company that has entered into the Agreement as the Clara Money Account holder and customer (“you”). This DPA applies to you when you use the Services and governs Clara Money’s Processing of Personal Data.
Due to the nature of the Services provided by Clara Money, its regulatory obligations and the related Processing activities performed, Clara Money may Process Personal Data as a Processor and/or Controller in the performance of the Services. Therefore, Clara Money’s responsibilities will depend on whether Clara Money is acting as a Controller or Processor under Data Protection Laws. The Clara Processing Description in Annex 1 summarizes those roles.
Capitalized terms that are not defined in this DPA have the definitions provided in the Platform Agreement:
“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199, including its regulations and the implemented amendments made by the California Privacy Rights Act of 2020.
“Controller” means the entity which, alone or jointly with others, determines the purposes and means of Processing Personal Data, which may include, as applicable, a “Business” as defined under Data Protection Laws.
“Data Protection Laws” means all applicable data privacy, data protection laws, and regulations to which the Personal Data is subject to.“Data Protection Laws” shall include, but not be limited to, the California Consumer Privacy Act of 2018 (“CCPA”) and the EU General Data Protection Regulation 2016/679 (“EU GDPR”).
“Data Subject” means an identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, or an online identifier.
“European Data Protection Laws” means: (i) the General Data Protection Regulation (Regulation 2016/679) (the “EU GDPR”); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (the “UK GDPR”); and (iii) the Swiss Federal Act on Data Protection (“Swiss FADP”).
“Instructions” means this DPA and any further written agreement or documentation under which you instruct us to perform specific Processing of Personal Data on your behalf as a Processor.
“Personal Data” means any information relating to an identified or identifiable natural person that is Processed in connection with the Services, and includes “personal data” and “personal information” as defined under applicable Data Protection Laws.
“Processing” (and its cognates) means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Processor” means the entity that Processes Personal Data on behalf of the Controller, which may include, as applicable, a “Service Provider” as defined under applicable Data Protection Laws.
“Restricted Transfer” means: (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where the Swiss FADP applies, a transfer of Personal Data from Switzerland to any other country which is not based on an adequacy decision recognized under Swiss data protection law.
“Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed by Clara Money.
“Standard Contractual Clauses” or “EU SCCs” means the contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.
“Sub-processor” means an entity that is Clara Money’s authorized vendor or third party service provider and that Clara Money engages to Process Personal Data in its capacity as a Processor in connection with the Services.
“UK Addendum” means the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the UK Information Commissioner under s.119A(1) of the Data Protection Act 2018.
This DPA applies only where and to the extent Clara Money Processes Personal Data in connection with the Services provided to you pursuant to the Agreement. Each party will separately comply with its obligations under Data Protection Laws when Processing Personal data. Except as otherwise expressly required by Data Protection Law, neither party shall be responsible for the other party’s compliance with Data Protection Law. If and to the extent language in this Addendum conflicts with the Agreement, this DPA shall control.
3.1 As a Controller, we will:
(a) comply with and perform our obligations under Data Protection Laws, including with regard to Data Subject rights, data security and confidentiality, and establishing an appropriate legal basis for the Processing of Personal Data in the performance of the Services; and
(b) publish a transparent and easily accessible public privacy notice that provides Data Subjects with all necessary information regarding our Processing of Personal Data in the performance of the Services.
4.1 You will:
(a) only provide Instructions to Clara Money that are lawful;
(b) comply with Data Protection Laws in your use of the Services and the performance of any obligations you may have under the Agreement, including with regard to Data Subject rights, data security and confidentiality, and establishing an appropriate legal basis for the Processing of Personal Data;
(c) obtain any necessary consents, authorizations or permissions from Data Subjects required to lawfully share Personal Data with Clara Money for the purposes described in the Agreement, including this DPA; and
(d) provide Data Subjects with all necessary information (including by means of offering a transparent and easily accessible public privacy notice and ensuring that Data Subjects are aware of the Clara Money Privacy Policy regarding, respectively, Clara Money’s and your Processing of Personal Data for the purposes described in the Agreement, including this DPA.
5.1 To the extent that Clara Money is acting as a Processor of Personal Data for you:
(a) Processing Purposes. Clara Money will process the Personal Data described in Annex 1 on your behalf and strictly in accordance with your Instructions (the “Permitted Purpose”). In accordance with applicable Data Protection Laws, Clara Money will:
(i) not “sell” or “share” Personal Data, as such terms are defined in the CCPA;
(ii) not retain, use, or disclose Personal Data for any purpose other than for the specific purposes of performing the Services and to comply with applicable law, unless otherwise permitted by the Agreement (including this DPA) or Data Protection Law;
(iii) not attempt to re-identify any, anonymized, aggregate, or de-identified Personal Data without your express written permission;
(iv) not retain, use, or disclose Personal Data outside of the direct business relationship between you and Clara Money;
(v) inform you if Clara Money reasonably believes that your Instructions violate or infringe Data Protection Laws, but without an obligation to actively monitor your compliance with Data Protection Laws; and
(vi) promptly inform you if we determine that we can no longer meet our obligations under applicable Data Protection Laws.
(b) Authorized Persons. Clara Money will ensure that any person that it authorizes to Process the Personal Data (including Clara Money’s affiliates, personnel, agents, and Sub-processors) (an “Authorized Person”) shall be subject to a duty of confidentiality (whether contractual or statutory), and shall only process the Personal Data for the purpose of delivering the Services under the Agreement in accordance with this DPA. Clara Money will ensure that access to the Personal Data is limited to those Authorized Persons that have a need to know basis for purposes of performing the Services.
(c) Security Breach Response. Upon becoming aware of a Security Breach that is notifiable to you under applicable Data Protection Laws, Clara Money will notify you without undue delay and in any event within seventy-two (72) hours. In connection with any such Security Breach, Clara Money shall provide access to information reasonably required by you to fulfil your Security Breach reporting obligations under (and in accordance with the timescales required by) Data Protection Laws and will make personnel available to answer questions or otherwise assist you in determining the impact to the Services.
(d) Authorized Sub-processors. You specifically authorize Clara Money to engage its Sub-processors, from time to time. You acknowledge that Clara Money’s Sub-processors are essential to provide the Services and that if you object to Clara Money’s use of a Sub-processor, then notwithstanding anything to the contrary in the Agreement (including this DPA), Clara Money will not be obligated to provide you the Services for which Clara Money uses that Sub-processor, and your only relief is to terminate those applicable Services.
(e) Sub-processor Obligations. Clara Money will enter into a written agreement with each Sub-processor that imposes on that Sub-processor, in substance, the same obligations as those imposed on Clara Money under this DPA, including implementing appropriate technical and organizational security measures. Clara Money will remain liable to you for the acts and omissions of its Sub-processor to the same extent Clara Money would be liable if performing the relevant Services directly under this DPA.
(f) Cooperation with Data Subject Requests. Clara Money shall, taking into account the nature of the processing, provide all reasonable and timely assistance to you to enable you to respond to: (i) any request from a Data Subject to exercise any of its rights under Data Protection Laws (including its rights of access, correction, objection, erasure, and data portability, as applicable); and (ii) any other correspondence, enquiry, or complaint received from a Data Subject, regulator, or other third party in connection with the Processing of the Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Clara Money, we shall promptly inform you providing full details of the same and shall not, unless required to do so in order to comply with Data Protection Law, respond directly to the Data Subject, except to direct the data subject to you.
(g) Cooperation with DPIAs. Upon your request and taking into account the nature of the applicable processing, Clara Money shall provide you with any assistance you may reasonably require in order to enable you to conduct a data protection impact assessment in accordance with Data Protection Law including, if necessary, to assist you to consult with your relevant data protection authority.
(h) Disclosure of Agreement. Customer acknowledges that Clara Money may disclose this DPA and any relevant privacy provisions in the Agreement to the US Department of Commerce, the Federal Trade Commission, European data protection authorities, or any other US or EU judicial or regulatory body upon their request.
(i) Deletion. Following termination or expiration of the Agreement, Clara Money will, upon your written request, delete all Personal Data from Clara Money’s systems and, if requested, certify in writing of its completion within 30 days of such request. Notwithstanding the foregoing, Clara Money may retain Personal Data as (i) where required to comply with applicable law, including Data Protection Laws; or (ii) in accordance with its standard backup and archive policies, provided that Clara Money shall maintain the confidentiality of such Personal Data and not further Process it except for such purposes.
(j) Audit Rights. To the extent that you would like to obtain sufficient information to allow you to assess Clara Money’s compliance with this DPA or Data Protection Laws, Clara Money shall respond to any written audit questions reasonably submitted by you, provided that you shall not exercise this right more than once per year. Customer acknowledges the rights granted under this section satisfy any audit rights provided under applicable Data Protection Laws.
(k) Legality of Instructions. Clara Money is not responsible for determining if your Instructions are compliant with applicable law, however Clara Money shall inform you if, in its opinion, your Instructions infringe Data Protection Law and Clara Money shall not be required to comply with such Instruction. Taking into account the nature of the Processing, you agree that it is unlikely that Clara Money would become aware that any Personal Data Processed by Clara Money as a Processor is inaccurate or outdated. To the extent Clara Money becomes aware of such inaccurate or outdated data, Clara Money will inform you.
Clara Money will implement and maintain appropriate technical and organisational measures designed to protect the Personal Data from a Security Breach and to preserve the security, confidentiality, and integrity of Personal Data Processed by Clara Money under the Agreement, as further described in the Clara MoneySecurity Measures in Annex 2. Clara Money may update such Security Measures from time to time, provided such updates do not degrade the level of protection given to the Personal Data.
7.1 Clara Money may transfer Personal Data on a global basis as necessary to provide the Services. Wherever Clara Money transfers Personal Data, Clara Money will ensure that such transfers are made in compliance with Data Protection Laws.
7.2 When the transfer of Personal Data from you to us is a Restricted Transfer and Data Protection Laws require that appropriate safeguards are put in place, such transfer shall be subject to the Standard Contractual Clauses, which are incorporated into and form an integral part of this DPA as follows:
(a) in relation to Personal Data that is protected by the EU GDPR, the EU SCCs will apply as follows:
(i) where Clara Money is a Controller, Module One will apply;
(ii) where Clara Money is a Processor, Module Two will apply;
(iii) in Clause 7, the optional docking clause will apply;
(iv) where Clara Money is a Processor, in Clause 9, Option 2 will apply and the time period for prior notice of Sub-processor changes shall be as set out in Section 5.1(d) of this DPA;
(v) in Clause 11, the optional language will not apply;
(vi) in Clause 17, Option 1 will apply and the EU SCCs will be governed by Irish law;
(vii) in Clause 18(b), disputes will be resolved before the courts of Ireland;
(viii) Annex I of the EU SCCs will be deemed completed with the information set out in Annex 1; and
(ix) Annex II of the EU SCCs will be deemed completed with the information set out in Annex 2;
(b) in relation to Personal Data that is protected by the UK GDPR, the UK Addendum will apply as follows:
(i) the EU SCCs, as completed as set out above in Section 7.2(a) of this DPA, will also apply to transfers of such Personal Data; and
(ii) Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from the EU SCCs, completed as set out above, the option “neither party” shall be deemed checked in Table 4, and the start date of the UK Addendum shall be the date of this DPA;
(c) in relation to Personal Data that is protected by the Swiss FADP, the EU SCCs in the form described in Section 7.2(a) of the DPA will apply as adapted and supplemented as follows:
(i) any reference to “Member State” will not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland);
(ii) any references to “personal data” extend to Personal Data of legal entities if and to the extent such personal data pertaining to legal entities is within the scope of the Swiss FADP; and
(iii) to the extent the transfer of Personal Data is governed by the FADP, the Swiss Federal Data Protection and Information Commissioner will act as the competent supervisory authority; to the extent the transfer of Personal Data is governed by the GDPR, the supervisory authority determined in accordance with Clause 13 of the EU SCCs will act as the competent supervisory authority; any references to the “competent supervisory authority” will be interpreted accordingly.
8.1 If there is any conflict or ambiguity between:
(a) the provisions of this DPA and the provisions of your Agreement regarding Personal Data Processing, the provisions of this DPA will prevail; and
(b) the provisions of this DPA and any provision contained in the Standard Contractual Clauses, the provisions of the Standard Contractual Clauses will prevail.
8.2 This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws or the Standard Contractual Clauses.
Our website, platform, products and services, including the website www.clara.co, money.clara.co, app.clara.co and any other sites within the clara.co domain are operated by Clara Group Holdings Limited (directly and acting through one or more of its subsidiaries, from time to time) (we, our, Clara or us) so that we may:
(1) help direct you to products and services which may be of interest to you; and
(2) contact you with information and offers, suggestions and recommendations of products and services that may be of interest to you from either Clara, its affiliates or its partners
Where we use our site in this Data & Privacy Protection Policy, we mean www.clara.co, money.clara.co, app.clara.co and any other sites within the clara.co domain.
Company Name:Clara Group Holdings Limited (directly and acting through one or more of its subsidiaries, from time to time)
Company Number:349429
Registered Office:P.O. Box 10008 Willow House Cricket Square George Town Grand Cayman KY1-1001 Cayman Islands
Contact:info@clara.co
DATA & PRIVACY
What we collect
At Clara, we gather information in a range of different ways:
Information automatically collected
Each time you visit our site, we may automatically collect information about you and the device you are using, including:
Information we get from others
We may get information about you from other third-party sources, such as your employer when they issue you options or shares, or from the Founders of a company that you invested in who use Clara. These other third-party sources will have their own applicable privacy notices, cookie notices and terms and conditions regarding the use of personal data and we do not accept any responsibility or liability for those notices, terms and conditions or the use of your personal data by those other third party sources.
Information you give us
If you sign up with us, we may also collect:
Please note that as a user of our site, you are responsible for keeping your login information including your password confidential. If you believe that your login information or password has been compromised or that someone else has accessed your account, please notify us immediately by contacting us at privacy@clara.co.
Please see ‘Our use of cookies’ below for details of the cookies we use on our site.
Where do we get your information from?
We collect the information you provide to us directly or by filling in any of the forms on our site. We also collect information directly from your device. We use cookies to collect some of this information. Please see ‘Our use of cookies’ below for details of the information we collect through our site.
Why do we need your information?
We need the information we collect automatically about your visit to our site to:
We need the information you provide directly to us or by filling in any of the forms on our site to:
You do not have to give us any information or confirm that the information we have obtained from other sources is correct.
Who do we share your information with?
We sometimes share some of your information with other organisations, including our affiliates and partners.
In some cases, we may choose to buy or sell business assets. In these types of transactions, user information is typically one of the transferred business assets. If we, or substantially all of our assets, were acquired, or if we go out of business or enter bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of us or our assets may continue to use your personal information as set out in this Privacy Policy.
We use Google Analytics to collect details of how you use our site, as well as anonymous data that you enter into our forms. We do this to help us analyse how visitors use our site (including behaviour patterns and the tracking of visits across multiple devices). All the information that is collected is anonymous and is only used to improve how our site works. Please see ‘Our use of cookies’ below for more details about Google Analytics.
We also use a number of carefully selected third parties to supply us or you with products and services. We will only share your information with our suppliers, affiliates and partners where it is necessary for them to provide us or you with the services that are needed.
Where is your information stored?
Your information is stored on servers and filing systems in the United States of America. Our servers are hosted on Microsoft Azure using Azure Kubernetes Service.
Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it. Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe.
Where we use providers based in the United States of America, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the United States of America.
Our site may contain links to and from the websites of third parties (e.g. payment processing sites). If you follow a link to any of these websites, please note that these websites have their own terms and conditions, privacy notices and cookie notices and we do not accept any responsibility or liability for those notices or your use of those websites.
How do we protect your personal data?
Clara is concerned with keeping your personal data secure and protecting it from unauthorised disclosure. We implement a variety of security measures to ensure the security of your personal data on our systems, including extensive due diligence on our code and run periodically vulnerability tests to make sure our applications and your data is always safe and secure.
We use enhanced security on top of our Container-Optimized OS including locked-down firewalls, read-only file systems and limited user accounts with disabled root login. Any personal data collected by us is contained behind secured networks and is only accessible by a very limited number of employees who have special access rights to such systems on a need to have basis in order to perform their role and deliver a product or service. These employees are subject to strict confidentiality obligations. Where personal data is collected by us it will be transmitted and protected via a secure protocol and encrypted in our databases to be accessed only as stated above.
If and when we use subcontractors to store your data, we enter into written agreements with them which comply with applicable data protection law to help ensure the security of your personal data is within best international standards. Unfortunately, no transmission of data over the internet is guaranteed to be completely secure. It may be possible for unauthorised third parties, to intercept or access transmissions or private communications unlawfully. While we strive to protect your personal data, we cannot ensure or warrant the security of any personal data you transmit to us. Any such transmission is done at your own risk. If you believe that your interaction with us is no longer secure, please contact us.
How long do we keep your information for?
We only keep your information for as long as we need it.
If you have an online account with us or provide information directly to us by filling in the forms on our site or via social media, we will keep your information for no more than five years from the date you cease to have any active accounts with us. We keep your information for this long so that we can:
Do we carry out profiling and automated decision-making?
We use Google Analytics to collect details of how you use our site, as well as anonymous data that you enter into our forms. We do this to help us analyse how visitors use our site (including behaviour patterns and the tracking of visits across multiple devices), administer our site and manage your account. Please see ‘Our use of cookies’ below.
The profiling and automated decision-making we carry out in respect of the information we hold about you and your account is used to enable us to ensure relevant information, suggestions and recommendations for products are sent to you by us.
What rights do you have?
Under the data protection rules, you have a number of rights in respect of your information, which include the right to:
If you would like to exercise any of your rights, please contact us at privacy@clara.co. Please note that an archive copy of any information provided to us may be retained by us for our records and for audit purposes.
You have the right to request a copy of the information we hold about you by sending your request in writing to us at privacy@clara.co.
You can unsubscribe from our emails at any time by clicking on “unsubscribe” at the bottom of the email.
You can typically remove and reject cookies from our site with your browser settings. Many browsers are set to accept cookies until you change your settings. If you remove or reject our cookies, it may affect how our site works for you. Please see ‘Our use of cookies’ below.
California Privacy Rights
Under California Civil Code sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of personal customer information which we share with our affiliates and third parties for marketing purposes and providing contact information for such affiliates and third parties. If you are a California resident and would like a copy of this notice, please submit a written request privacy@clara.co.
Making a complaint
If you have any questions, concerns or complaints about the way we process your personal information, please contact privacy@clara.co.
If you are not happy with the way we have handled your complaint or are still concerned about our handling of your personal information, you can lodge a complaint with your local data protection supervisory authority or, where applicable, the US Department of Commerce and/or the Federal Trade Commission.
In the European Economic Area, the relevant supervisory authority is the one in the country or territory where:
A list of National Data Protection Authorities in the European Economic Area can be found here: https://ec.europa.eu/newsroom/article29/items/612080/en.
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.
Cookies set by the website owner (in this case, Clara) are called “first-party cookies.” Cookies set by parties other than the website owner are called “third-party cookies.” Third-party cookies enable third-party features or functionality to be provided on or through the website (e.g., advertising, interactive content, and analytics). The parties that set these third-party cookies can recognize your computer both when it visits the website in question and also when it visits certain other websites.
Why do we use cookies?
We use first- and third-party cookies for several reasons. Some cookies are required for technical reasons in order for our Website to operate, and we refer to these as “essential” or “strictly necessary” cookies. Other cookies also enable us to track and target the interests of our users to enhance the experience on our Online Properties. Third parties serve cookies through our Website for advertising, analytics, and other purposes. This is described in more detail below.
How can I control cookies?
You have the right to decide whether to accept or reject cookies. You can exercise your cookie rights by setting your preferences in the Cookie Consent Manager. The Cookie Consent Manager allows you to select which categories of cookies you accept or reject. Essential cookies cannot be rejected as they are strictly necessary to provide you with services.
The Cookie Consent Manager can be found in the notification banner and on our site. If you choose to reject cookies, you may still use our site though your access to some functionality and areas of our site may be restricted. You may also set or amend your web browser controls to accept or refuse cookies.
The specific types of first- and third-party cookies served through our Website and the purposes they perform are described in the table below (please note that the specific cookies served may vary depending on the specific Online Properties you visit):
These cookies are strictly necessary to provide you with services available through our Website and to use some of its features, such as access to secure areas.
Performance and functionality cookies:
These cookies are used to enhance the performance and functionality of our Website but are non-essential to their use. However, without these cookies, certain functionality (like videos) may become unavailable.
Analytics and customization cookies:
These cookies collect information that is used either in aggregate form to help us understand how our Website is being used or how effective our marketing campaigns are, or to help us customize our site for you.
Advertising cookies:
These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously reappearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.
Social networking cookies:
These cookies are used to enable you to share pages and content that you find interesting on our Website through third-party social networking and other websites. These cookies may also be used for advertising purposes.
How can I control cookies on my browser?
As the means by which you can refuse cookies through your web browser controls vary from browser to browser, you should visit your browser’s help menu for more information. The following is information about how to manage cookies on the most popular browsers:
In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit:
What about other tracking technologies, like web beacons?
Cookies are not the only way to recognize or track visitors to a website. We may use other, similar technologies from time to time, like web beacons (sometimes called “tracking pixels” or “clear gifs”). These tiny graphics files contain a unique identifier that enables us to recognize when someone has visited our Website or opened an email including them. This allows us, for example, to monitor the traffic patterns of users from one page within a website to another, to deliver or communicate with cookies, to understand whether you have come to our site from an online advertisement displayed on a third-party website, to improve site performance, and to measure the success of email marketing campaigns. In many instances, these technologies are reliant on cookies to function properly, and so declining cookies will impair their functioning.
Do you serve targeted advertising?
Third parties may serve cookies on your computer or mobile device to serve advertising through our Website. These companies may use information about your visits to this and other websites in order to provide relevant advertisements about goods and services that you may be interested in. They may also employ technology that is used to measure the effectiveness of advertisements. They can accomplish this by using cookies or web beacons to collect information about your visits to this and other sites in order to provide relevant advertisements about goods and services of potential interest to you. The information collected through this process does not enable us or them to identify your name, contact details, or other details that directly identify you unless you choose to provide these.
Changes to our Data & Privacy Protection Policy
We may change this Data & Privacy Protection Policy from time to time. If we make any substantive changes related to how we collect or use personal data, we will change the content last updated date below. Other changes including grammar or spelling corrections will automatically update the timestamp at the bottom of this document.
This Data & Privacy Protection Policy was last reviewed and updated in March 2024.
IMPORTANT – PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.
Servicer: Clara Group Holdings Limited
Mailing address: Innovation One, Level 5, Office 507, Dubai International Financial Centre, PO Box 506819, Dubai, UAE
Support email: money@clara.co
PHONE: +17866071230 (USA)
+97144224865 (UAE)
+966115103375 (KSA)
This agreement (the “Agreement”) contains the terms and conditions governing the deposit account (the “Account”) made available and provided by Column National Association, referred to as “Bank,” “we,” “our,” and “us.” Bank is a nationally chartered depository financial institution and a member of the Federal Deposit Insurance Corporation (“FDIC”). “Account Owner” refers to the legal owner of the Account. “You” and “your” means the Account Owner, authorized signer, and any other person authorized to operate your Account. When we say “We may” or “Bank may” do something, that means you authorize us and agree to such action. You may submit a request to open the Account via the Clara App (as defined in this Agreement). Clara Group Holdings Limited (“Servicer”) is a service provider that performs certain services related to your Account on our behalf. Bank may refuse to process any transaction(s) that it believes may violate the terms of this Agreement or Applicable Law.
Your deposits with us are insured by the FDIC up to the maximum limits allowed by law. Information and tools describing how deposit insurance coverage works are provided by the FDIC at www.fdic.gov or by calling 1-877-ASK-FDIC or 1-800-925-4618 (for the hearing impaired).
By agreeing to these terms, you agree to be bound by Bank’s Privacy Notice (available at https://column.com/privacy-notice).
By agreeing to these terms, you acknowledge that you have or will have agreed to the terms contained in the following documents:
“Applicable Law” means, with respect to either party and as may be amended and in effect from time to time, any applicable laws, statutes, regulations, rulings, orders, and/or guidance, including the Rules, that legally apply to either party.
“Authorized Users” means individuals for whom you may request and assign Login Credentials to access your Account.
“Business Day” means Monday through Friday, excluding federal holidays.
“Eligible Instruction” means any funds transfer or transaction request, payment instruction, or other instruction related to your and your Authorized Users’ use of the Account that is submitted in compliance with the Security Procedures through the Clara App.
“Login Credentials” means the unique username and password that you create for access to your Account through the Clara App.
“Principal Protection USD” means a wire transfer request for the beneficiary to receive the principal amount sent in USD or other designated currency.
“Security Procedures” means the Login Credentials and Servicer’s dual-factor authentication process for use in securely accessing your Account through the Clara App.
“Clara App” means Servicer’s mobile device software application that allows you to access your Account on a mobile device and/or the Clara Website.
“Clara Website” means Servicer’s website at www.clara.co that allows you to access your Account online.
“USD” means United States Dollars.
The Account is available to legal entity commercial customers located in the fifty United States, the District of Columbia, and other jurisdictions approved by us and not prohibited by Applicable Law. No sole proprietorships or the equivalent in any other such jurisdictions are eligible. We may decline to open an Account for you for any reason, or for no reason; this includes if you have had or currently have any other relationships or accounts that you did not maintain in a satisfactory manner. We are not liable for any damages or liabilities resulting from the refusal of Account. You must agree to accept electronic, rather than paper communications and can retrieve account information through the Clara App.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU, INCLUDING CERTAIN IDENTIFYING DOCUMENTS. WE MAY USE INFORMATION FROM THIRD PARTIES TO HELP US DETERMINE IF WE SHOULD OPEN YOUR ACCOUNT OR KEEP YOUR ACCOUNT OPEN.
To the fullest extent permitted by law, this Agreement, notices and other communications (collectively, “Communications”) from Bank to you regarding your Account(s) and related services with Bank may be provided to you electronically, and you consent and agree to receive Communications in an electronic form. You may print a paper copy of or download any electronic communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. Bank reserves the right to provide Communications in paper format at its discretion. Your consent to receive Communications electronically is valid until you revoke your consent by notifying Bank of your decision to do so by contacting Servicer through the email address above. If you revoke your consent to receive Communications electronically, Bank reserves the right to terminate your right to use the Account and related services, and you accept sole liability resulting from such termination of your Account and related services, to the extent permitted by law. Except as expressly provided otherwise in this Agreement, Bank may mail, send electronically, or otherwise make Communications available to you. If Communications are mailed to you, they will be delivered to you at the postal address on file. If Communications are sent to you electronically, they will be delivered to you at the email address on file or otherwise made available to you, including through the Clara App. Bank retains printable versions of notices to the extent required by Applicable Law. Regardless of the method in which a Communication is delivered or made available to you, you agree to review Communications promptly.
By providing a phone number, you are expressly consenting to receive Communications at that number from Bank and Bank’s agents, including Servicer. Such Communications may include, but are not limited to, text messages, prerecorded or artificial voice message calls and/or calls made by an automatic telephone dialing system. This express consent applies regardless of the call’s purpose.
Bank and Servicer may monitor and/or record telephone calls between you and Bank or Servicer, including to assure the quality of Bank’s or Servicer’s Account service team or as required by Applicable Law. You agree that any recorded communications may be admitted as evidence in any litigation, arbitration, controversy, hearing, or other proceeding.
Your Account is subject to the terms and conditions set forth in this Agreement. If you open multiple Accounts, you may receive a Rate and Fee Schedule for each Account, but this Agreement will cover all your Accounts with us.
Your Account is offered under this Agreement for the purposes of conducting deposit, withdrawal, and funds transfer transactions. The individual executing this Agreement must provide us, through the Clara App, with evidence to our satisfaction of the authority of the individuals who act on behalf of the Account Owner. With regard to any transactions or other matters involving the Account, we may act on the instructions of the person(s) authorized in the resolutions, banking agreement, or certificate of authority to act on behalf of the Account Owner. You agree to notify us in writing of any changes in the person(s) authorized or the form of ownership. If we receive conflicting instructions or a dispute arises as to authorization with regard to the handling of the Account, you agree we may place a hold on the Account until such conflict or dispute is resolved to our satisfaction and we will not be liable for dishonored items as a result of such hold.
You are liable to us for all debit balances in the Account, including, without limitation, overdrafts and account charges, and promise to pay, upon demand, any and all debit balances, all fees and charges, and Bank’s reasonable attorneys’ fees and all costs and expenses of collection, including, but not limited to, those incurred at trial and on any appeal.
Your Account shall be owned and titled in the name of one (1) legal entity who shall solely retain the right to direct the deposit or transfer of funds.
Your use of the Account is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions.
You may only access your Account through the Clara App and subject to the Security Procedures.
You are solely responsible for safeguarding your Login Credentials.
In addition to your own Login Credentials, you may request and assign Login Credentials to a maximum of four (4) Authorized Users. You are solely responsible for causing your Authorized Users to safeguard their Login Credentials and to use them only in accordance with this Agreement, and you are solely responsible for disabling Login Credentials for any individual that is no longer authorized to access the Clara App and initiate transactions on your Account on your behalf. You, and not Bank, are responsible for any use or misuse of your or your Authorized Users’ Login Credentials, and you must promptly notify Servicer of any confidentiality breach or unauthorized use of your Login Credentials or your Account.
Any instruction communicated to Bank will be effective as your instruction, whether or not authorized, and regardless of the actual identity of the sender thereof, if it is an Eligible Instruction accepted by Bank in good faith. Bank is not obligated to act on any instruction other than Eligible Instructions. You are solely responsible for the accuracy and completeness of each Eligible Instruction.
Information on applicable rates and fees is set forth in Exhibit 1. You authorize Bank to access your Account to debit any fees, charges, or costs owed to Bank, even if doing so creates an overdraft.
The following terms apply to deposits made to your Account:
You may deposit funds to your Account by initiating a funds transfer from another bank account. You may also deposit funds to your Account by Mobile Check Deposit, if enabled by Bank for your Account.
You cannot deposit cash or any form of deposit denominated in a foreign currency into your Account. Any attempt to mail us any deposit consisting of cash or foreign currency will be sent back to the address we have on file for you. We are not liable if you do not receive the returned funds. You may not make deposits into your Account at any automated teller machine (“ATM”).
We may refuse a deposit, or part of a deposit, at any time and for any reason. We also may refuse a deposit after initially accepting it. We will not be liable to you for refusing a deposit, even if it causes us to decline any transactions you have already made.
When you make a deposit to your Account, we will credit your Account for the amount of the deposited items. We reserve the right to review the deposit and confirm the amount you deposited but are not required to do so. If after any review we determine that the amount credited to your Account is incorrect, we may adjust your Account for the amount of the discrepancy but reserve the right not to do so if the discrepancy would not be a disadvantage to you.
Bank is not liable for any deposits not received by Bank.
The Automated Clearing House (“ACH”) is an electronic funds transfer system allowing money to be transmitted between participating banks. These transfers are governed by the operating rules, guidelines, and guidance in effect from time to time of the National Automated Clearing House Association (“NACHA”) (collectively, the “Rules”). Unless otherwise defined, all capitalized terms used in this section have the meanings assigned in the Rules.
In connection with ACH transactions on your Account, you agree that:
If enabled for your Account, w e may accept on your behalf payments to your Account, which have been transmitted through ACH and which are not subject to the Electronic Fund Transfer Act. Your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the State of California, which are applicable to ACH transactions involving your Account. You authorize any ODFI to initiate, pursuant to the Rules, ACH debit entries to your Account, including for electronic presentment or re-presentment of checks written or authorized by you.
If your Account receives funds via ACH, then any credit to the Account for such funds is provisional until Bank receives final settlement through a Federal Reserve Bank or has otherwise received payment as provided under the Uniform Commercial Code, Section 4A-403(a), as adopted by the State of California. If Bank does not receive final settlement or payment of an ACH credit, you are hereby notified and agree that Bank is entitled to recover from the Account or you, without prior notice or demand, the amount of the provisional credit, in whole or in part, and any applicable returned fee (even if it results in an overdraft on your Account) and the party originating the payment will not be considered to have paid you the amount of the credit.
We are not required to give you a separate notice of our receipt of an ACH transfer. To determine if a transfer has been credited to your Account, you can review transactions on your Account via the Clara App or you can contact Servicer at the contact information above.
The following terms apply to withdrawals from your Account:
You may make withdrawals from your Account in any manner that is permitted by us for the type of Account that you have opened. We may refuse to accept any check other than standard checks provided by us, or other checks approved by us in advance. Withdrawals and transfers from your Account may be restricted as provided in the Agreement or by Applicable Law.
We may refuse or restrict withdrawals and transfers from your Account in our sole discretion for any purpose permitted by Applicable Law. You are not permitted to overdraw your Account. If there are available funds to cover some, but not all, of the withdrawals or other debits to your Account on a single business day, we may post the withdrawals or debits in any order we may choose at Bank’s sole discretion.
If there are insufficient funds available in your Account to cover a withdrawal or debit presented against your Account, we may reject such withdrawals in our sole discretion. Even if we choose to pay one or more overdrafts as a courtesy to you, in our sole discretion, we are not obligated to cover any future overdrafts and fees or interest may apply to any overdraft we permit. If your Account balance becomes negative for any reason, you must make a deposit immediately to cover the negative balance. If your Account has a negative balance for thirty (30) calendar days or more we reserve the right to close the Account. In the event you fail to pay the amount of any overdraft and Bank refers your overdrawn Account to an attorney for collection, you agree to pay all reasonable expenses, including, but not limited to, reasonable attorneys’ fees and court costs incurred by Bank as a result of your account being overdrawn.
Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.
If enabled by Bank for your Account, you may request individual preauthorized checks be remitted as payments to third parties (“Check Withdrawal Requests”) through the Clara App. Check Withdrawal Requests may be submitted as an Eligible Instruction in the Clara App, must follow the instructions provided in the Clara App, and must include a payee address located within the fifty (50) states of the United States and its territories. You must pre-fund the Account prior to submitting a Check Withdrawal Request, and Bank shall have no obligation to execute any Checks requested by you for which funds are not available in the Account. Check Withdrawal Requests to remit checks to an international address will be denied. Once requested and approved, a paper check will be generated and sent to the payee name and address provided by you. You are solely responsible for ensuring the accuracy of the information contained in a Check Withdrawal Request and Bank and Servicer are not liable for checks sent to an incorrect address or payee.
Checks deemed undeliverable will be returned to you at the postal address on file we have on file for the Account. You agree and acknowledge that Bank and Servicer are not liable for any damages incurred by you arising from, or related to, any Check Withdrawal Requests, including any damages arising from an incorrect address or refusal of a payee to accept a check drawn on the Account as payment
We reserve the right to pay or dishonor a check more than ninety days old without prior notice to you.
A stop payment request against a check or other item payable from your Account (“Stop Payment Order”) will be effective if we receive the order at such time and in such manner as to afford us a reasonable opportunity to act upon the order. A Stop Payment Order is effective for six (6) months, but it lapses after fourteen (14) calendar days if the original Order was oral and was not confirmed in writing within that period. A Stop Payment Order may be renewed for additional six (6) month periods if renewed during a period within which the Stop Payment Order is effective. You must provide the date, the amount, and the number of the item or authorization, together with the name of the payee, for a Stop Payment Order to be complete and effective. If you give us incomplete or incorrect information, Bank and Servicer will not be liable for failing to stop payment on the item or authorization. Our acceptance of a Stop Payment Order will not constitute a representation that the item or authorization has not already been paid or that we have a reasonable opportunity to act upon the order. You may not stop payment on an official, certified, cashier’s, or teller’s check issued by us, or request us to stop payment if we have otherwise become accountable for the item or authorization. In addition, you may not stop payment on payment methods governed by a separate agreement. Further you may not stop payment on an item or authorization after acceptance of the same by us.
Bank reserves the right to decide the order of the items Bank will pay and which items will be returned (if any). Bank’s posting order may not be the same as the order in which you conducted a transaction and could result in overdraft fees if you do not have available funds at the time the item is paid. Generally, Bank posts the following transaction types (to the extent applicable to your Account) after the close of each Business Day in the following order:
Bank makes funds available according to the type of deposit and when the funds are applied or credited to your Account and in accordance with Applicable Law. Some types of deposits may not be available for immediate use. When Bank delays the availability of funds or places a hold on a deposit made to your Account, you may not withdraw those funds, and Bank will not use them to pay any debits. Bank has the right to refuse any deposit. The length of the delay in the availability of funds varies depending on the type of deposit. If final payment is not received on any item you have deposited into your Account, you agree to pay Bank the amount of the returned item if such item has already been credited to your Account. You may only deposit funds that are immediately available.
Bank receives deposits each Business Day. If you make a deposit by electronic payment before 5pm Pacific Time on a Business Day, we will consider that day to be the day of your deposit. However, if you make a deposit after 5pm Pacific Time or on a non-Business Day, we will consider that the deposit was made on the next Business Day.
Deposits made by electronic payment, excluding those by ACH debit transactions, will be made available to you the day that the deposit is received but no later than the first Business Day after the day that the deposit is made.
Deposits made by any other permissible deposit method, excluding deposits by Mobile Check Deposit, will be made available no later than the second Business Day after the day that the deposit is made.
If enabled by Bank for your Account, the availability of deposits made by Mobile Check Deposit are subject to the terms of the Mobile Check Deposit Addendum.
We reserve the right, subject to Applicable Law, to hold funds pending settlement or for such period of time as we deem necessary, in our sole discretion, to cover items which may be returned unpaid.
Accounts open less than thirty (30) days may be limited in functionality. Funds credited to your Accounts may be made available provisionally or delayed for a reasonable amount of time in accordance with Applicable Law. Certain transfer limits may be lower during this time for certain features and services, or as allowed under Applicable Law or regulation.
You may only initiate funds transfers (through any method permitted for your Account) by submitting Eligible Instructions and you authorize Bank to honor, accept, execute, and initiate any Eligible Instructions it receives. You acknowledge and agree that the submission of Eligible Instructions represents a commercially reasonable method of providing security against unauthorized transactions. Bank has no obligation, and shall not be liable or responsible for its refusal to act on any instruction or transaction request that is not an Eligible Instruction. You acknowledge that the purpose of transacting through Eligible Instructions is to verify authenticity and not to detect an error in the transmission or content of a transaction or instruction. You and Bank have not agreed upon any procedures for the detection of errors and you are solely responsible for any errors not caused by Bank.
Bank may screen and reject any funds transfer request in good faith, including because Bank believes that the funds transfer, if executed, would not comply with Applicable Law or would exceed the amount of funds in your Account or any established limits on your Account. Bank is not liable for failing to complete a transaction from your Account on-time or in the correct amount.
Bank may impose and adjust transaction limits on your Account, in its sole discretion. Applicable transaction limits will be disclosed to you through the Clara App.
When you originate any funds transfer request through any method made available to you by Bank (including wire or ACH transfers), you are responsible for providing accurate payment information. Bank and any other financial institution involved in the transaction may rely on all identifying numbers (e.g., account and routing numbers) you provide to make payment. Bank may rely on the number even if it identifies a financial institution, person or account other than the one named. Bank will process the funds transfer request based solely on the information you provide to us and expressly disclaims any obligation to review any such request for errors or inconsistent or duplicative information. It is your obligation to verify the information you provide to us including, but not limited to, the identity and relationship of the receiving party, account number, and routing number. Bank is not responsible for any loss or damage you incur from your request for a funds transfer.
You acknowledge that you are responsible for reconciling all transactions and balances against those maintained by Bank.
If enabled by Bank for your Account, you may be able to send or receive a wire transfer request. You acknowledge that Bank may, in its sole discretion, clear and settle any payment order arising from a wire transfer request through one or more intermediary banks, including through the use of correspondent accounts held at such banks. You agree to reimburse Bank for all costs, fees, and other expenses incurred by Bank in transmitting any payment order through any such intermediaries. You further agree to indemnify Bank and hold it harmless for all of Bank’s liabilities, including any claims, and other obligations that it may have to such intermediaries.
Please be advised that wire transfer requests may not be recalled or amended once they have been sent to Bank. Wire transfer requests will only be accepted and processed if you have sufficient and available funds in your Account at the time the request is received and processed. Bank reserves the right to reject or cancel any wire transfer in our sole discretion and will not be held liable for any losses or damages that may arise due to our right to cancel or reject the wire transfer.
If enabled by Bank for your Account, you may be able to request wire transfers to send funds to a beneficiary’s bank in a currency other than USD, subject to applicable fees and exchange rates. In addition to any applicable fees, we charge a fee when we convert one currency to another currency for you (the “Exchange Rate”). The Exchange Rate is set at our sole discretion and disclosed to you in the Clara App in connection with your wire transfer request. The Exchange Rate includes, as applicable, the costs, fees, and other expenses incurred by Bank in transmitting any payment order through any intermediaries as well as a markup designed to compensate us for several considerations including, without limitation, costs incurred, market risks, and our desired return. The applicable Exchange Rate does not include, and is separate from, any applicable fees described in Exhibit 1. The Exchange Rate we provide to you may be different from exchange rates you see elsewhere and you may receive different rates for transactions that are the same or similar.
If enabled by Bank for your Account, you may be able to initiate funds transfers through ACH transactions, pursuant to Bank’s terms and conditions for ACH Origination (See Exhibit 3).
You acknowledge that any payment orders governed by this Agreement may be governed by the rules of any funds transfer system through which any payment order is made, including the Fedwire Funds Service, National Settlement Service, any other Federal Reserve payment system, NACHA, payment systems offered by The Clearing House , the Society for Worldwide Interbank Financial Telecommunications , or any other funds transfer system (each and collectively a “Funds Transfer System”). By submitting a funds transfer request, you agree to and accept any rule of such Funds Transfer System, to the extent applicable to any transaction. The beneficiary’s bank must be a member of the Funds Transfer System, or ultimately have a correspondent bank that is a member or participant of the Funds Transfer System, as applicable to the funds transfer request.
You agree to be bound by all Eligible Instructions accepted by Bank in good faith and will be liable for all losses, expenses, and liability, resulting from, related to, or caused by Bank’s processing or execution of an Eligible Instruction, regardless of whether such losses, expenses, or liability occur due to unauthorized, incorrect, incomplete, or fraudulent transactions. You acknowledge and agree that because this is a commercial-purpose account, the Electronic Funds Transfer Act and any similar protections available under consumer financial protection laws do not apply to your Account. Contact Servicer immediately if you believe your Login Credentials have been compromised or if you believe someone has transferred or may transfer money from your Account without your permission. You are responsible for monitoring and reconciling all activity in your Account. You must report any suspected unauthorized transaction to us immediately.
When you open an Account, you agree to participate in Bank’s deposit sweep program (“Deposit Sweep Program”) and agree to be bound by the Deposit Sweep Program terms and conditions (the “Sweep Agreement”). Pursuant to the Sweep Agreement, you agree to appoint Bank as your agent and custodian for the limited purpose of depositing Account funds into deposit accounts (each a “Deposit Sweep Account”) at one or more other depository institutions (each, a “Network Institution”). Deposits that we place for you in Deposit Sweep Accounts (“Deposit Sweep Balances”) are “deposits,” as defined by Applicable Law, at the Network Institutions. Subject to the terms and conditions of the Sweep Agreement, your Deposit Sweep Balances may be eligible for FDIC insurance. Refer to the Sweep Agreement for more details.
Except as otherwise provided in this Agreement, in the event you must contact Bank or send Bank any notice required by this Agreement, you must do so by contacting Servicer. Servicer’s contact information is set forth at the top of this Agreement.
Except as otherwise expressly provided in this Agreement, Bank is not required to act upon any communication, notice, or instruction received from you or any other person or to provide any notice or advice to you or any other person with respect to any matter. Notwithstanding the foregoing, if Bank acts upon any communication, notice, or instruction, then Bank has a reasonable time in which to act, after actual receipt of the notice or instruction.
Bank does not waive its rights by delaying or failing to exercise them at any time.
You may not use your Account for any illegal or unlawful transaction, and we may decline to authorize any transaction that we believe poses an undue risk of illegality or unlawfulness. For the list of Prohibited and Restricted Activities, please see https://clara.co/money-legal/#prohibited-and-restricted-activities. We reserve the right to place a hold on your Account if we suspect irregular, fraudulent, suspicious, unlawful or otherwise unauthorized activity. We may attempt to notify you of such a hold but are not required to provide notice prior to placing the hold or thereafter. We also may attempt to contact you to obtain additional information regarding the activity in your Account. We reserve the right to maintain any hold and restrict access to the Account until we receive the requested information. You agree that we may maintain such hold until all issues, including claims against you or us, concerning the funds held in your Account have been resolved fully to our sole satisfaction. We also reserve the right to reject any incoming credit transaction that we suspect is involved in fraudulent or suspicious activity. Bank will not be held liable for any loss you incur if your Account is restricted or subject to a hold. Notwithstanding the foregoing, we may collect on any debt arising out of any illegal or unlawful transaction, to the extent permissible under Applicable Law.
You certify that you do not engage in, and during the life of this Agreement will not engage in, any activity or business that is unlawful under the Unlawful Internet Gambling Enforcement Act of 2006, 31 USC 5361, et seq., (the “UIGEA”). You may not use your Account or any other service we offer to receive, transfer, or credit funds, instruments or proceeds that arise out of a business that is unlawful under the UIGEA. You agree that if anyone asks us to process a transaction that we believe is restricted under the UIGEA, we may block the transaction and take any other action we deem to be reasonable under the UIGEA and this Agreement. You may not use your Account for online gambling or any illegal transactions. Bank may refuse to process any transaction that it believes may violate the terms of this Agreement or Applicable Law. You acknowledge and agree that Bank has no obligation to monitor, to review or to evaluate the legality of your transactions. To the fullest extent permitted by law, you agree to pay for any transaction that you authorized, even if that transaction is determined to be illegal.
We may place administrative holds on the funds in your Account (refuse payment or withdrawal of the funds) if they become subject to a claim adverse to (A) your own interest; (B) others claiming an interest as survivors or beneficiaries of your Account; or (C) a claim arising by operation of law. The hold may be placed for such period of time as we believe reasonably necessary to allow a legal proceeding to determine the merits of the claim or until we receive evidence satisfactory to us that the dispute has been resolved. We will not be liable for any items that are dishonored as a consequence of placing a hold on funds in your Account for these reasons.
If your Account balance becomes and remains negative or you are determined to owe Bank any amounts for any reason, Bank can use the funds in your Account or any other account that you own at the Bank to repay any amount owed without further notice to or demand on you. This means Bank has the right to set off any liability, direct or contingent, past, present or future that you owe against any account you have with Bank. Further, you grant Bank a lien on and security interest in the funds on deposit in each of your Account(s) as security for the entirety of your liabilities and obligations to Bank, now or in the future.
You acknowledge that this Account cannot be opened if you are currently subject to backup tax withholding.
If legal action such as a garnishment, levy or other state or federal legal process (“Legal Process”) is brought against your Account, Bank may refuse to permit (or may limit) withdrawals or transfers from your Account until the Legal Process is satisfied or dismissed. Regardless of the terms of such garnishment, levy or other state or federal process, Bank has first claim to any and all funds in your Account for your liability under this Agreement. Bank will not contest on your behalf any such Legal Process and may take action to comply with such Legal Process as Bank determines to be appropriate in the circumstances without liability to you, even if any funds Bank may be required to pay out to comply with the Legal Process leaves insufficient funds to pay a transaction that you have authorized. Payment is made after satisfying any fees, charges or other debts owed to Bank. You agree that you are responsible for any expenses, including legal expenses and fees Bank incurs due to any Legal Process on your Account. Bank may charge these expenses to your Account. You will indemnify Bank for any losses if it does this.
An Account that is inactive for eighteen (18) months may be considered dormant. Each state has varying laws as to when an account is subject to escheatment and Bank may be required to send the balance in your Account to the state of your last known address. You understand that if your Account is inactive (dormant), we may close your Account. We reserve the right to refuse to return any unused balance amount less than $1.00. You agree that we are relieved of all responsibility if your Account balance is escheated in accordance with Applicable Law. Your Account will become inactive unless you have conducted activity in your Account, such as depositing or withdrawing funds.
Bank may disclose information to third parties about your Account or the transactions:
Bank may amend or change the terms and conditions of this Agreement at any time by posting the amended Agreement on the Clara App, and any such amendment shall be effective upon such posting to the Clara App, unless additional advanced notice is required under Applicable Law. You will be notified of any amendment(s) in the manner provided by Applicable Law prior to the effective date of the amendment(s). However, if the amendment(s) is made for security purposes or your benefit, Bank may implement it without prior notice. Bank may cancel or suspend your Account or this Agreement at any time. You may cancel this Agreement by contacting Servicer to close your Account. Your cancellation of this Agreement will not affect any of Bank’s rights or your obligations arising under this Agreement prior to cancellation.
If your Account is cancelled, closed or terminated for any reason, we will return the remaining balances to you via ACH transfer to one of your external accounts on Bank’s records or via paper check to the address on file. For security purposes, you may be required to supply identification, external account, and address verification documentation prior to issuing an ACH refund or refund check. Bank reserves the right to refuse to return any unused balance amount less than $1.00.
From time to time, services related to the Account may be inoperative. You agree that, except as required by Applicable Law, Bank will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall Bank be liable for extended interruptions due to failures beyond Bank’s control, including, but not limited, to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.
This Agreement and the deposit relationship do not create a fiduciary or agency relationship with Bank. The relationship between Bank and you is that of creditor and debtor and under no circumstances will Bank owe you any fiduciary or other duty.
We shall not be responsible to you for any loss or damages suffered by you because of the failure of systems and software used by you to interface with our systems or systems and software utilized by you to initiate or process banking transactions whether such transactions are initiated or processed directly with our systems or through a third-party service provider. You acknowledge that you are solely responsible for the adequacy of systems and software utilized by you to process banking transactions and the ability of such systems and software to do so accurately.
Bank is not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase using your Account.
All provisions of this Agreement shall survive the termination of this Agreement or closure of your Account by either party for actions arising in connection with this Agreement or your Account(s).
This Agreement shall be governed by federal law and, to the extent not superseded by federal law, the laws of the State of California. You understand that we must comply with Applicable Law, as well as the operating rules of any applicable Funds Transfer System. You agree that if there is any inconsistency between the terms of the Agreement and any Applicable Law, the terms of the Agreement will prevail to the extent any such law, regulation, or rule may be modified by agreement. If otherwise, Applicable Law shall govern but only to the extent of such inconsistency.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement (or any prior agreement you may have had with us) shall not be affected.
The Account established under this Agreement are not assignable or transferable except with our consent. We must approve any pledge of the Account and any such pledge remains subject to any right we have under the Agreement and applicable state and federal law. If ownership is proposed to be transferred, we may require the Account be closed and a new account opened in the name of the transferee or pledgee.
Except as required by applicable law, Bank shall have no liability to you if Bank is unable to complete a transaction for any reason beyond Bank’s control. Except as otherwise expressly provided in this Agreement or as otherwise required by Applicable Law, Bank, Bank’s affiliates, Servicer, and their employees, contractors, officers, directors, and assigns, along with the parties with whom Bank contracts in order to offer your Account and related services, are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to your Account, any products or services purchased using Account, or this Agreement (as well as any related or prior agreement you may have had with Bank). You waive all claims and any right to recover from Bank on any claim of negligence, breach of any implied covenant, breach of fiduciary duty, commercial unreasonableness, loss of business, or loss of business opportunity or advantage. Except as otherwise required by Applicable Law, Bank’s liability for any act or omission will not exceed your direct losses.
YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BANK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. YOU CAN OPT OUT OF THIS CLASS ACTION WAIVER BY CONTACTING BANK AT 1110 GORGAS AVE, SUITE A4-700 SAN FRANCISCO, CA 94129 WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THE TERMS OF THIS AGREEMENT, STATING THAT YOU (INCLUDE YOUR FIRST AND LAST NAME) DECLINE THIS CLASS ACTION WAIVER.
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND BANK, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT BANK AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (“Comprehensive Rules”). The Comprehensive Rules are available online at http://www.jamsadr.com/rules-comprehensive-arbitration/. Any in-person appearances will be held at a location which is reasonably convenient to both Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, such determination should be made by JAMS or by the arbitrator. The arbitrator’s decision will follow this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all Parties. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. An arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against Bank for you.
This Dispute Resolution Provision will survive termination of your Account, this Agreement and any bankruptcy by you or us. If any portion of this Dispute Resolution Provision is deemed invalid or unenforceable under any principle or provision of law or equity it will not invalidate the remaining portions of this Dispute Resolution Provision, this Agreement or any prior agreement you may have had with us, each of which will be enforceable regardless of such invalidity.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACTIVATE OR USE THE ACCOUNT.
FEES
Item
Fedwire (Originated)
International Wire (FX or USD Settled)
ACH (Originated Debit or Credit)
Rate
$25.00 / Transaction
Not enabled
$50.00 / Transaction
MOBILE CHECK DEPOSIT ADDENDUM
This Mobile Check Deposit Addendum (“Check Addendum”) establishes the terms and conditions under which Column National Association (“Bank”) agrees to process check deposits to your Account. This Check Addendum supplements, amends, and forms a part of your Commercial Deposit Account Agreement with Bank (the “Agreement”). If there is any conflict between this Check Addendum and the Agreement, this Check Addendum shall govern with regard to the Mobile Check Deposit Services, but only to the extent of such inconsistency. By using the Mobile Check Deposit Services, you agree that you are bound by and will comply with the terms and conditions of this Check Addendum, as well as the Agreement, Applicable Law, and any other terms, conditions, or agreements pertaining to Bank’s provision of the Mobile Check Deposit Services to you.
“Check Image” means a legible picture of the front and back of the Original Check.
“Electronic Check” means a digital representation of the Original Check.
“Original Check” means the negotiable paper check payable in U.S. dollars.
“UCC” means the Uniform Commercial Code as adopted in California.
You can deposit checks to your Account remotely by endorsing the Original Check with your name and the legend “For Electronic Deposit at Column Only” and submitting the Check Image as an Eligible Instruction to Bank.
Bank does not accept checks for deposit through any channel other than Mobile Check Deposit such as deposits in bank branch locations or via U.S. Mail. Any checks received through any channel other than Mobile Check Deposit will be returned to you through U.S. mail and we will not be liable for any checks that may become lost in the mail.
If the Check Image is accepted for deposit by Bank, we will notify you via the Clara App.
The Check Image must contain and clearly indicate an amount to be paid, a preprinted bank routing number, account number, and serial number, be payable to you, and be endorsed for deposit only to the Account.
The Check Image must accurately reflect all information on the front of the Original Check as drafted and the back of the check as endorsed by you at the time the Original Check was photographed.
You are responsible for ensuring that the Check Image submitted by you, your employees, or agents meets Bank’s image quality requirements.
Bank may attempt to collect the funds by presenting the Check Image or converting the Check Image into an Electronic Check. You acknowledge that the manner in which checks are cleared or presented for payment is in our sole discretion. We reserve the right to select the clearing agent(s) through which we clear Items. You agree to be bound by any clearing house agreements, operating circulars, image exchange agreements or any other related agreements to which we are a party.
You may only use Mobile Check Deposit to submit eligible checks that are made payable to you, with authentic and authorized signatures, that are not altered.The following checks are ineligible and may not be deposited using Mobile Check Deposit:
Unless we advise you otherwise in writing, you will not submit for deposit through Bank’s Mobile Check Deposit Services any check (either the Original Check or Electronic Check) that has been previously submitted for deposit at Bank or any other financial institution, nor will you submit for deposit at any other financial institution any check (either the Original Check or Electronic Check) that has been submitted for deposit to Bank.
You will employ commercially reasonable security measures and firewalls sufficient to protect transmissions and storage to ensure no unauthorized access or duplicate presentment.
Notwithstanding anything to the contrary in any agreement or representation between you and Bank, by using Mobile Check Deposit, you acknowledge that deposits submitted using Bank’s Mobile Check Deposit are not subject to the funds availability requirements of Federal Reserve Board Regulation CC.
Check Deposits are deemed as made when you submit the Check Image as an Eligible Instruction and the Check Image is accepted by Bank.
If you make a deposit before 5pm Pacific Time on a Business Day that we are open, we will consider that day to be the day of your check deposit. However, if you make a check deposit after 5pm Pacific Time or on a non-business day, we will consider that the check deposit was made on the next business day.
Funds from deposits made via Mobile Check Deposit generally will be made available by the third Business Day after the day that the deposit is made.
We also may, at our discretion, apply additional delays on the availability of funds from deposits made via Mobile Check Deposit based on any other factors as determined by us in our sole discretion.
When you make a check deposit to your Account, we will credit your account for the amount of the deposited item(s). We reserve the right to review the check deposit and confirm the amount you deposited but are not required to do so. If after any review we determine that the amount credited to your Account is incorrect, we may adjust your Account for the amount of the discrepancy.
We may return or refuse to accept all or any part of a deposit to your Account using Mobile Check Deposit at any time and for any reason. We will not be liable to you for refusing or returning a check deposit, even if it causes outstanding checks or other debits to your account to be dishonored or returned or for us to decline any other transactions you have already requested or made.
The maximum amount you may deposit through the Mobile Check Deposit Service is $100,000 per day or $500,000 in any rolling 30 day period. However, we may allow transactions that exceed your limits, and if we do so, we may increase or decrease that amount (but not below the disclosed limits) without notice.
We may temporarily reduce your limits below these disclosed limits without notice for security reasons.
We reserve the right to modify the foregoing limits, and/or impose limits on the number of deposits that you transmit using the Mobile Check Deposit service from time to time, and will notify you to the extent required by law.
You will comply with Applicable Law.
Each time you use Mobile Check Deposit, you make all the warranties set forth in and subject to the terms of the UCC for the check as if it were an item subject to the terms of the UCC.
You make the following warranties and representations with respect to each image of an Original Check you transmit to us using Mobile Check Deposit:
We may reverse any credit to the Account for any check that is not paid because (i) it is returned by the financial institution on which it was drawn; (ii) there is a claim that a required endorsement is forged; or (iii) there is a claim the check has been altered.
In the event that a check that you submit to us for deposit for credit to your Account is dishonored, rejected, or returned for any reason, you authorize us to debit the amount of the check from your Account, or offset the amount from any of your other accounts with us, and assess appropriate fees per the Agreement and this Check Addendum. You acknowledge that the returned deposit activity may result in the cancellation of your Mobile Check Deposit privileges.
You agree that we are not liable for any loss, costs, or fees you may incur as a result of the returned deposit activity.
Once your check deposit has been credited to your Account you must mark the Original Check as “VOID” and retain the check for sixty (60) days
You agree that you shall be solely responsible for the Original Check, including storage, retrieval, and destruction.
You are solely responsible for all damages arising out of your failure to appropriately safeguard the original checks or failure to destroy them in a timely manner.
Fees for Mobile Check Deposit Services are set forth in the Agreement.
Bank is not liable for any check deposits not received by Bank.
We reserve the right to terminate Bank’s provision of Mobile Check Deposit Service at any time without notice to you.
If you receive notice of any claim regarding Bank’s Mobile Check Deposit Service, you shall promptly provide Servicer with a written notice of it.
ACH ORIGINATION ADDENDUM
This ACH Origination Addendum (“ACH Addendum”) establishes the terms and conditions under which Column National Association (“Bank”) acting as Originating Depository Financial Institution (“ODFI”) agrees to process automated clearinghouse (“ACH”) transactions you originate as Originator (the “ACH Services”). This ACH Addendum supplements, amends, and forms a part of your Commercial Deposit Account Agreement with Bank (the “Agreement”). If there is any conflict between this ACH Addendum and the Agreement, this ACH Addendum shall govern with regard to the ACH Services, but only to the extent of such inconsistency. By using the ACH Services, you agree that you are bound by and will comply with the terms and conditions of this ACH Addendum, as well as the Agreement, Applicable Law, and any other terms, conditions, or agreements pertaining to Bank’s provision of the ACH Services to you.
“ACH Security Framework Rule” means the security requirements set forth in Section 1.6 of the Rules.
“Admin Users” means a User that you have authorized to activate and deactivate other Users and exercise administrative privileges on your Account through the Clara App.
“Cut-Off Time” means 5pm Pacific Time on a Business Day.
“Login Credentials” means each username and password (or other credentials) used by any User to access your Account through the Clara App.
“Losses” means any and all causes of action, charges, suits, assessments, damages, claims, demands, losses, liabilities, fines (including fines levied in connection with Rules violations), unauthorized Return Entry fees and expenses (including attorney’s fees and court costs).
“NACHA” means the National Automated Clearinghouse Association.
“Person” means any individual or legal entity, including a general partnership, limited partnership, corporation, company, limited liability company, joint venture, trust, or unincorporated organization.
“Protected Information” means the non-public personal information, including financial information, of a natural person used to create, or contained within, an Entry and any related Addenda Record, as set forth in the Rules.
“Regulatory Authority” means any federal, state, or local regulatory or other government agency or authority with jurisdiction over a party.
“Rules” means the rules, regulations, guidelines, advisories, policies, or instructions of NACHA in effect from time to time, including the operating rules thereof.
“Settlement Date” with respect to a credit or debit Entry, the date an exchange of funds with respect to an Entry is reflected on the books of the applicable Federal Reserve Bank(s), and with respect to a Non-Monetary Entry, the date specified in the “Settlement Date” field of the Entry.
In using the ACH Services, you will comply, and cause your employees, officers, directors, and agents, including your Authorized Users, to comply with (1) Applicable Law, (2) the Rules and any related advisories, policies, or instructions issued by NACHA, Bank, or any regulatory authority; and (3) the Agreement and this ACH Addendum. You adopt and make to Bank all representations and warranties of an Originator under the Rules, including that you will not initiate Entries in violation of Applicable Law. You acknowledge that you have access to a copy of the Rules, have reviewed your obligations thereunder, and have subscribed to receive revisions to the Rules directly from NACHA.
You are responsible for all tariffs, duties, or taxes that may be imposed by a Regulatory Authority in connection with your use of the ACH Services.
You agree to provide Bank such information as Bank may reasonably request in connection with the underwriting process. In addition, you agree to provide such other information as Bank may reasonably request in connection with your use of the ACH Services.
You acknowledge and agree you are not authorized to act as a Third-Party Sender pursuant to this ACH Addendum not to submit for processing any Entries for which you are not the Originator.
Entries you initiate shall be in accordance with the procedures and specifications set forth by Bank in the Agreement, this ACH Addendum, and the Clara App.
Entries accepted and processed by Bank will be reflected in the transactions on your Account viewable via the Clara App. You shall review the transactions on your Account on the Clara App and notify Servicer of any discrepancies or errors, including unauthorized Entries, as set forth in the Agreement.
You agree not to transmit an Entry to Bank or to otherwise use or attempt to use the ACH Services to: (i) engage in any illegal purpose, transaction, or activity or to violate any Applicable Law, (ii) breach any contract or agreement by which you are bound; (iii) engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction; or (iv) engage in any transaction or activity that is not specifically authorized and permitted by this Addendum. You acknowledge and agree that Bank has no obligation to monitor your use of the ACH Services for transactions and activities that are impermissible or prohibited under the terms of this ACH Addendum; provided, however, that Bank reserves the right to decline to execute any transaction or activity that Bank believes violates the terms of this ACH Addendum.
You authorize Bank to and agree that Bank shall process Entries, including debit and credit Entries, received in accordance with this ACH Addendum, transmit such Entries as an ODFI to the Federal Reserve Bank as the ACH Operator, and settle such Entries as provided in the Rules.
Bank shall transmit such Entries to the ACH Operator prior to the effective entry date shown in the Entries, provided that: (i) such Entries are received by Bank on a Business Day before Bank’s daily Cut-Off Time; (ii) the effective entry date is at least two (2) days after such Business Day; and (iii) the ACH Operator is open for business on the effective entry date. Any Entry or File initiated after the Cut-Off Times will be deemed made on the next Business Day.
The ACH Services are subject to the Bank’s daily Cut-Off-Time. Any Entry or File initiated after the Cut-Off Times will be deemed made on the next Business Day. Entries shall be deemed received by Bank at such times as the applicable requirements have been met with respect to such Entries. If you fail to comply with any Bank procedure or requirement set forth by Bank in the Agreement, this ACH Addendum, and the Clara App, Bank may, but shall not be required to, process such Entries.
You may elect to originate a Same Day Entry, which may trigger fees for same day processing.
An Entry received for credit to an account maintained with Bank (an “On-Us Entry”) shall not be transmitted to the ACH Operator but shall be credited or debited to the Receiver’s account in the amount of such Entry on the effective entry date contained in such Entry. An On-Us Entry may not be processed through the ACH Network, but Client is deemed to make all representations and warranties as if the Entry were not an On-Us Entry.
You may only initiate Entries for Standard Entry Class (“SEC”) Codes that have been approved by Bank in writing. Approved SEC Codes include CCD and PPD but may be restricted or amended by Bank in its sole discretion.
You will comply with account validation requirements under the Rules for Debit WEB Entries.
You are not permitted to originate International ACH Transactions (“IAT”) and Bank shall have no obligation to act on IAT Entries or Entries Bank determines should have been coded as IAT Entries.
In using the ACH Services, you are responsible for providing accurate information. Bank, Servicer, and any other financial institution involved in an ACH Services transaction is entitled to rely without confirmation on any information provided by you, included in an Entry, request, or on any written notice or other written communication believed by it in good faith to be genuine and authorized by you. Bank may rely on a number you provide even if it identifies a financial institution, Person, or account other than the one named. Bank will process your Entries, requests, and any other communications based solely on the information you provide to us and Bank expressly disclaims any obligation to review any such request, Entry, or communication for errors or inconsistent or duplicative information. It is your obligation to verify the information you provide to us including, but not limited to, the identity and relationship of the receiving party, account number, and routing number.
Servicer shall notify you of a Returned Entry within one (1) Business Day of the receipt of such Returned Entry from the ACH Operator. Bank shall have no obligation to retransmit a Returned Entry.
Servicer shall notify you of any Notification of Changes (“NOC”), including refused NOCs or corrected NOCs received by Bank no later than two (2) Business Days after receipt. You must respond to NOCs by investigating incorrect data and making corrections within six (6) Business Days of receipt of the NOC information or prior to initiating another Entry to the Receiver’s account, whichever is later. You shall indemnify and hold harmless Bank against any Losses incurred by Bank, Servicer, or any other Person arising out of your failure to make such change as required by this ACH Addendum or Applicable Law. This indemnification obligation will survive any termination of the ACH Services.
If an Entry is returned as unauthorized or authorization is revoked, you will contact the necessary parties and resolve any dispute. During this process, you may ask Bank via Servicer to request from the RDFI a copy of the “Written Statement of Unauthorized Debit.” Bank will attempt to obtain the form and deliver it to you. You agree not to re-originate any transaction returned as unauthorized or as authorization revoked unless and until the Receiver reauthorizes the Entry or Entry stream. In the event the rate of unauthorized transactions exceeds the permissible limit based on the calculations noted in the Rules, you will share the data requested by Bank based on the Rules and will immediately begin the process of bringing the rate below that threshold.
Bank may reject any Entry for any reason whatsoever. Servicer shall notify you of such rejection no later than the Business Day such Entry would otherwise have been transmitted by Bank to the ACH Operator or, in the case of an On-Us Entry, its effective entry date. Bank shall have no responsibility or liability to you in connection with the rejection of any Entry or for failing to provide notice of a rejection. Bank is not obligated to pay you interest for the period before you receive the notice of rejection. If an Entry is rejected for any reason, it is your responsibility to correct the Entry that you intend to resubmit. If the amount of any Entry or Entries received by Bank does not agree with any corresponding transmittal information provided by you pursuant to this Addendum, Bank may in its sole discretion reject or correct the Entry or Entries. If Bank determines in its sole discretion to correct an Entry, you shall be deemed for purposes of this Addendum to have delivered the Entry to Bank as it has been corrected by Bank pursuant to this section.
You shall have no right to cancel, reverse, or amend any Entry after its receipt by us. However, if a request for cancellation, reversal, or amendment is received by Bank prior to transmitting the Entry to the ACH Operator, Bank may use reasonable efforts to act on such a request but shall have no liability if such request is not or cannot be effected. Your request must include the reason for the cancellation, reversal, or amendment. You agree to indemnify Bank in connection with any such request from you. Obligations under this section will survive the termination of this Service.
Prior to submitting an Entry, you will obtain written authorization as required by the Rules and Applicable Law from the Receiver. The authorization must have clear and understandable terms and inform any consumer Receiver of the method and terms for revoking such authorization. The authorization must identify the Receiver’s account and the RDFI where such account is maintained. With respect to any Entries involving consumer accounts, you shall comply with any applicable requirements of the federal Electronic Funds Transfer Act and its implementing rules under Regulation E.
Credit Entries you initiate may be transmitted through the ACH system. Your rights and obligations as the Originator of such Entries are governed by and construed in accordance with the laws of the State of California. Any credit given by the RDFI to the Receiver of your credit Entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A of the UCC. If the RDFI does not receive payment for the Entry, the RDFI is entitled to a refund from the Receiver in the amount of the credit to the Receiver’s account and you will not be considered to have paid the amount of the credit Entry to the Receiver.
Bank shall not be required to pay you the amount of any Debit Entry or credit reversal before Bank receives final settlement for such Entry. Any payment by Bank as credit to your Account prior to final settlement shall be provisional and Bank shall have the right, without prior notice or demand by Bank, to immediate repayment by you of the amount of such credit upon Bank’s receipt of notice that final settlement has not occurred. In addition, Bank shall have the right, without notice or demand, to immediate repayment by you of the amount of any Debit Entry returned or rejected and any adjustment Entry for which Bank is required to settle under the Rules and for which you have previously received credit, at the time Bank receives such rejection, return, or adjustment Entry, as applicable, or notice thereof.
Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under this Addendum by debiting your Account, even if such debit results in an overdraft on your Account.
With respect to a Debit Entry that is returned, reversed, or adjusted for any reason by the RDFI, you specifically authorize Bank to debit your Account for such Debit Entry, plus any related costs incurred by Bank, or take such other action as would be appropriate under the circumstances. Bank will notify you accordingly. If your Account does not have adequate funds to cover return, reversal, or adjustment of such Debit Entry, then Bank may either (i) overdraw your Account or (ii) debit your Collateral Account to cover the return, reversal, or adjustment of such Entry.
If Bank releases funds after your death and is required to pay tax or reclamation claims to a government agency as a result, your estate is responsible for reimbursing Bank for an amount equal to the cost of such claims.
Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from you or any other Person, or to provide any notice or advice to you or any other Person with respect to any matter.
You may only submit ACH Entries through the Security Procedures defined in the Agreement. You agree to comply with the Security Procedures and you acknowledge that such security procedures are acceptable and a commercially reasonable method of providing security against unauthorized Entries. Bank reserves the right to change the Security Procedures in its sole discretion. You acknowledge that the purpose of the Security Procedures is to verify authenticity and not to detect an error in the transmission or content of an Entry. Bank and you have not agreed upon any procedures for the detection of errors and you are solely responsible for any errors not caused by Bank.
Any Entry (or request for cancellation or amendment of an Entry) communicated to Bank will be effective as your instruction, whether or not authorized, and regardless of the actual identity of the sender thereof, if it is an Eligible Instruction accepted by Bank in good faith. Bank is not obligated to act on any instruction other than Eligible Instructions. You are solely responsible for the accuracy and completeness of each Eligible Instruction.
You agree to and will cause your Third-Party Service Providers (if applicable), to develop, implement, and update policies, procedures, and systems as necessary to ensure compliance with the ACH Security Framework Rule and to protect the integrity and confidentiality of Protected Information. You will not, and will ensure any Third-Party Service Providers do not, disclose Protected Information except as necessary and permitted by the Rules to facilitate the ACH Services. You agree to keep your Login Credentials safe and secure and not disclose them to anyone other than a Person authorized and permitted by you to send Entries to Bank on your behalf. You will immediately give notice to Bank via Servicer upon determining that any breach of confidentiality has occurred, including because any unauthorized Person has gained access to Protected Information.
Your use of the ACH Services may be subject to underwriting criteria imposed by Bank from time to time in its sole discretion. Bank may establish limits on your use of the ACH Services for any reason, including based on your financial condition or historical or anticipated transaction levels. These limits may include limits on the size, frequency, or number of transactions you may make in a given period. Any limits will be disclosed to you through the Clara App. You acknowledge that any limit imposed is solely for the protection of Bank and its assets. Bank may suspend or reject processing of any Entry or File that exceeds any applicable limits Bank has imposed. You may not reinitiate Entries except as permitted by the Rules. You understand that requests for Entries exceeding any limits are honored solely at the discretion of Bank. Requests not honored may be communicated by Bank to you. Regardless of any limits imposed by Bank, you are required to pre-fund your Account prior to the Settlement Date of any Credit Entries you initiate to ensure adequate funds are available. In addition, Bank may require, in its sole discretion, that you establish reserves with the Bank prior to any continued use of the ACH Services.
You shall retain data on file adequate to permit remaking of Entries for five (5) days following the date of their transmittal by Bank and shall provide such data to Bank upon request. You will maintain records of: (1) information provided to Bank in connection with an Entry for a period of six (6) years after the date of submission; and (2) each authorization in its original form while it is in effect and an original form or copy for two (2) years after termination or revocation of the authorization, or such longer period as may be required by the Rules. Upon request, you will provide such records to Bank via Servicer promptly, but no later than five (5) days following the date of the request.
All Entries, Security Procedures, and related records used by Bank for transactions contemplated by this Addendum shall be and remain Bank’s property. Bank may, at its sole discretion, make available such information upon your request. You shall pay any expenses incurred by Bank in making such information available to you. You and Bank agree that all telephone conversations or data transmissions between you and Bank made in connection with this Addendum may be electronically recorded and retained by Bank by use of any reasonable means. Bank shall not be obligated to make such recordings.
Fees for the ACH Services are set forth in the Agreement.
You represent and warrant to Bank that:
You may appoint Authorized Users pursuant to this Addendum and the terms governing your use of the Clara App. You agree that you are solely liable for:
If required by the Rules, you agree to conduct an annual audit of your compliance with the Rules and shall retain documentation supporting such audits for six (6) years from the date of the audit. You shall provide such documentation upon request by Bank or NACHA within five (5) Business Days of such request. In addition, you agree that Bank or a third party appointed by Bank shall have the right to audit your compliance with the Rules upon not less than ten (10) Business Days prior notice.
Bank may terminate or suspend the ACH Services and this ACH Addendum at any time in its sole discretion, including for breach of the Rules, in a manner that permits Bank to comply with the Rules. This Addendum may be terminated by you at any time by giving Servicer not less than thirty (30) days’ prior written notice. Your obligations arising under this Addendum survive termination and this Addendum shall continue in full force and effect with respect to all Entries and transactions which were in process.
Bank may amend, revise, supplement or otherwise modify this Addendum from time to time upon notice to you through the Clara App. Your continued use of the ACH Services thereafter shall constitute your acceptance of any modified terms.
You agree that you shall indemnify and hold Bank and Servicer harmless from and against any and all Losses, which may be claimed against Bank for any alleged or actual breach of warranty relating, directly or indirectly, and in whole or in part, to an Entry transmitted by you to Bank or for any other act or omission of Bank pursuant to this Addendum.
Bank shall not be responsible for your acts or omissions including the amount, accuracy, timeliness of transmittal or due authorization of any Entry received from you or the acts or omissions of any other Person, including without limitation any ACH Operator, including transmission or communications facilities, any Receiver or RDFI, including the return of an Entry by such Receiver or RDFI, and no such Person shall be deemed Bank’s agent.
NONE OF BANK, ITS AFFILIATES, SERVICER, NOR ANY OF ITS OR THEIR AGENTS SHALL BE RESPONSIBLE FOR OR SHALL INCUR ANY LIABILITY (WHETHER ARISING BY CONTRACT, TORT, STATUTORY DUTY, OR OTHERWISE) TO YOU, THE RECEIVER, OR ANY OTHER PARTY FOR: (1) THE PERFORMANCE OF, OR DELAYS IN, OR FAILURE TO EXECUTE, ANY OF ITS OR THEIR UNDERTAKINGS UNDER THIS ADDENDUM; OR (2) ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS ADDENDUM, EXCEPT: (i) WHERE SUCH LIABILITY IS ATTRIBUTABLE TO BANK, OR ITS AFFILIATES’, OR ANY OF ITS OR THEIR AGENTS’ FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (ii) WHERE SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED BY LAW. BANK’S, ITS AFFILIATES’, AND ITS OR THEIR AGENTS’ AGGREGATE LIABILITY IN CONNECTION WITH ANY ENTRY SHALL NOT EXCEED THE AMOUNT OF SUCH ENTRY. YOU SHALL REMAIN SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY AND ALL FINANCIAL TRANSACTION RISKS ASSOCIATED WITH YOUR ACCOUNT, INCLUDING, BUT NOT LIMITED TO, INSUFFICIENT FUNDS, FRAUDULENT TRANSACTIONS, AND TRANSACTIONS RESULTING FROM IMPROPER INPUT DATA ASSOCIATED WITH THE ACH SERVICES.
Part I of this document contains our agreement with you regarding our deposit placement services. Part II is our custodial agreement with you regarding the accounts participating in those services. By accepting these agreements, you (“Depositor”) agree to be legally bound by this Column Sweep Program Deposit Placement Agreement and Custodial Agreement, effective when you have signed it.
You, the undersigned, enter into this Column Sweep Program Deposit Placement Agreement (“Agreement”) with Column N.A. (“Bank,” “Column,” “we” or “us”):
This Agreement states the terms and conditions on which we will endeavor to place deposits for you at other financial institutions through the sweep products we offer for placing deposits at depository institutions (collectively, “Column Sweep Program”). Those products include but are not limited to Column’s own network of depository institutions (“Direct Placement”), as well as networks provided through our third-party service providers (“Third-Party Placement”), including those through ICS®, the IntraFi Cash ServiceSM of IntraFi Network LLC (“IntraFi”).
All deposit account(s) that are enrolled in the Column Sweep Program (the “Root Account(s)”) will remain subject to the applicable deposit account agreement (“Account Agreement”) and your use of the Column Sweep Program will also be governed by such Account Agreement, which is incorporated by reference in this Agreement. If there is any conflict between the applicable Account Agreement and this Agreement, then this Agreement controls. Capitalized terms used herein and not otherwise defined shall have the meaning given in the applicable Account Agreement.
If you exceed any withdrawal limit in multiple months, we may also make the Custodial Account ineligible for Column Sweep Program Deposits.
You, Depositor, enter into this Custodial Agreement (“Agreement”) with Column N.A. (“we” or “us”):
Column Sweep Program Deposits and Column Sweep Program Withdrawals
This Schedule 1 is part of the Column Sweep Program Deposit Placement Agreement (“Agreement”). Terms not defined in this Schedule 1 have the meanings, if any, assigned elsewhere in the Agreement.
1. Specified Terms
“Aggregate Deposits” means your deposits in the Root Account plus any other deposits you have with us.
“Deposit Threshold” means zero (0) dollars USD.
2. Column Sweep Program Deposits
3. Column Sweep Program Withdrawals
Account Type, Placement Feature, and Exclusions
This Schedule 2 is part of the Column Sweep Program Deposit Placement Agreement (“Agreement”). Terms not defined in this Schedule 2 have the meanings, if any, assigned elsewhere in the Agreement.
We may place deposits for you in DDAs or in MMDAs. No per-month MMDA Column Sweep Program Withdrawal limit applies.
We may use Reciprocal Deposits, One-Way Deposits, or both in placing deposits for you.
Get started with Clara