Terms and conditions

 

1.     Introduction

Clarrow is a subsidiary of Shipyard Technology Ventures, with offices at Charlemont Exchange, Charlemont Street, Dublin D02 VN88, Ireland (referred to collectively herein as “Clarrow,” “We,” “Us,” or “Our”). By using or downloading our mobile application (the “Clarrow Mobile App”) or accessing or using our website at www.clarrow.com and its subdomains (“Website”), which provide, among other things, a platform to assist users in managing their business, send invoice requests, receive payments, aggregation of financial data, a view of income, and expenses, and related services (“Services”), you indicate your unconditional acceptance of the following Terms and Conditions on your own behalf and on behalf of any organization you represent (collectively, “you” or “your”).

These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your use of our web pages located at www.clarrow.com and our mobile application Clarrow (together or individually “Service”) operated by Clarrow.

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here: www.clarrow.com/privacy.

Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound of them.

If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at hello@clarrow.com so that we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.

Please read these Terms and Conditions carefully, as they may have changed since your last visit. We reserve the right to change these Terms and Conditions from time to time for any reason, which shall be effected by posting of the updated Terms and Conditions to www.clarrow.com/terms provided that such changes shall not apply to any fee-bearing subscriptions to the Services which are then in effect until the expiration or termination of such subscription.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND CLARROW. FURTHER, THESE TERMS AND CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND CLARROW ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS (SEE “AGREEMENT TO ARBITRATE”).

YOU HEREBY ACKNOWLEDGE AND AGREE THAT CLARROW IS NOT A BANK, NOR IS IT A LENDER, TAX ADVISOR, OR INSURANCE COMPANY. THE CLARROW PLATFORM IS MERELY A TOOL TO ASSIST YOU IN YOUR BUSINESS MANAGEMENT AND DECISION-MAKING. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAVINGS AND SPENDING DECISIONS.

2.     Scope of Service

Clarrow maintains the Clarrow Platform, and provides Services, as a service to our user community, subject to these Terms and Conditions. You are responsible for obtaining any equipment and internet service necessary to access our Clarrow Platform and Services and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue this Clarrow Platform and/or our Services, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Clarrow Platform and/or Services, for some or all users, from time to time. The Clarrow Platform may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. The Services offered on the Clarrow Platform are intended for U.S. residents only. They shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal. We reserve the right to modify or change the Website, the Clarrow Mobile App, or any of the Services, with or without notice to you, and we are not obligated to support or update the Website, the Clarrow Mobile App, or any Services.

3.     Registration

Registered Users. Certain of our Services are reserved for registered users. In order to become a registered user (or “Client”), we will ask you to complete a registration form, and also to select a username and create a password (“Login Credentials”). During any such registration, you are required to give truthful contact information (including your name, email address and mobile phone number) and certain financial information (such as your primary bank account information and other account login information); this collectively is your “User Profile”. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. You agree that you will maintain and promptly update your User Profile to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect such, we reserve the right to terminate your account and refuse any and all current or future use of the Clarrow Platform or the Services by you.

4.     Communications and Alerts

a. Acknowledgement to Receive Email, Push Notifications or Text Messages. As a user of the Clarrow Platform and your acknowledgment of these Terms and Conditions which you grant by use of the Clarrow Platform, you explicitly consent to receive emails, push notifications and text messages from us regarding our Services. Please be aware that should you choose to receive messages via text message, standard data and messaging rates may apply. We may from time to time send you push notifications or email messages with information about upcoming events, or information about our service offerings from us and our partners. You may opt-out from receiving certain of such correspondence by emailing hello@clarrow.com selecting to unsubscribe as may be provided in the applicable correspondence, or updating your notification settings within the Clarrow Platform.

b. Automatic Alerts. Clarrow may from time to time provide automatic alerts. Automatic alerts may be sent to you following certain changes made online to your User Profile or your Accounts. Electronic alerts will be sent to the email address or mobile number you have provided. If your email address or your mobile number changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts. Because alerts are not encrypted, we will never include your password. However, alerts may include your Clarrow username and some information about Your Bank Accounts.

c. Disclaimer. You understand and agree that any alerts provided to you through the Clarrow Platform may be delayed or prevented by a variety of factors. Clarrow does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that Clarrow shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

5.     Fees and Payments

If you wish to purchase any product or service made available through Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

a. Early Access Phase. There is currently no fee for a Clarrow account in Early Access Phase (your “Clarrow Account”). Should Clarrow’s policy change, we agree to provide you with notice by sending you an email to the email address in your User Profile.

b. Subscription Fees. We may institute subscription fees in the future. We agree to provide you with notice before we institute subscription fees by sending you an email to the email address in your User Profile. Recurring monthly fees not related to a particular subscription period shall not be deemed to be “subscription fees” for purposes hereof. By selecting a monthly subscription, you authorize Clarrow to charge you a recurring monthly payment in the amount you have selected. You agree that each monthly payment shall be drawn from your third party external financial account designated in your account on the Clarrow Platform (your “Funding Source”). By using the Clarrow Platform and Services and selecting a contribution amount, you accept the cost of the Services that you have elected to pay. Except as otherwise expressly provided for in these Terms and Conditions, any changes to our fees (subscription or otherwise) will take effect following notice to you.

c. Change in Fees. We reserve the right to change our subscription plans, fees related thereto (if any), and adjust pricing for the Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. If you purchase any Services that we offer for a fee, either on a one-time or subscription basis, you agree to pay Clarrow directly or via its designated third party payment processor. You also agree to pay all applicable fees for such Services (including, without limitation, periodic fees for subscriptions and any amounts you have elected to pay voluntarily) as they become due plus all applicable related taxes. To the extent a subscription is applicable, you may cancel your subscription from time to time as provided on the Clarrow Platform. We may refuse to renew any subscription.

d. Incentives. Clarrow may at its sole discretion offer incentives from time to time and will notify you of any incentives via the email registered in your User Profile.

e. Current Fees. Current fees and incentives associated with your Clarrow Account can be found at https://www.clarrow.com/pricing.

f. Billing and Payment Policy. All information that you provide to register with Clarrow, including, without limitation, your credit card information or payment account information, is subject to Clarrow’s Privacy Policy. We may use a third- party payment service to charge your Funding Source. By submitting your payment account information, you grant Clarrow the right to store and process your information with the third party payment service, which may change from time to time. You agree that Clarrow will not be responsible for any failures of the third party to adequately protect such information. You acknowledge that we may charge (or use a third party payment service to charge) your Funding Source or any of your Clarrow Accounts any applicable fees associated with your Clarrow Account or other amounts owing to Clarrow in connection with your use or misuse of the Services. Without limiting the foregoing, if any payment or transfer you make from your Clarrow Account is returned unpaid, you authorize us (or a third party payment service) to make a one-time electronic fund transfer from any Clarrow Account or your Funding Source to collect an amount equal to the fee charged for such return.

g. Payment of Fees. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ANY FEES AND FOR PROVIDING CLARROW WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON OUR CLARROW PLATFORM FROM TIME TO TIME.

h. Refunds. Other than when expressly set forth on our Services as updated from time to time, or to correct any errors made by Clarrow, Clarrow has no obligation to provide refunds or credits, but may grant them in certain circumstances, such as a result of specific refund guarantee promotions, in Clarrow’S sole discretion.

6.     Subscriptions

Some parts of the Service may eventually be billed on a subscription basis (“Subscription(s)”). If you select a paid Subscription, you will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Clarrow cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting the Clarrow customer support team.

A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide Clarrow with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Clarrow to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Clarrow will suspend your account until your payment method has been updated.

7.     Free Trial

Clarrow may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for Free Trial.

If you do enter your billing information when signing up for Free Trial, you will not be charged by Clarrow until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Clarrow reserves the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.

8.     Fee Changes

Clarrow, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Clarrow will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

9.     Refunds

Except when required by law, paid Subscription fees are non-refundable.

10.  User Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“User Content”). You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, use, display or share on or via the Clarrow Platform, including its legality, reliability, and appropriateness.

By posting Content on or through Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through Service. However, by posting Content using Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through Service. You agree that this license includes the right for us to make your Content available to other users of Service, who may also use your Content subject to these Terms.

Clarrow does not claim ownership of any User Content. By submitting such User Content, however, You hereby grant Clarrow a worldwide license and right to (i) copy, store and use that User Content for the purpose of providing you with our Services; (ii) modify the User Content to remove identifiers of you and any other individuals or companies, aggregate such information (“Aggregated Data”) and copy, store and use such Aggregated Data; and (iii) use your User Content in perpetuity for marketing purposes in any media format (including publishing or re-publishing). You acknowledge and agree that we may retouch, edit or otherwise alter User Content (such as photos) without your ability to inspect or pre-approve, and that you will not be compensated in any way for our use of your User Content.

a. User Content Authorization. You expressly authorize Clarrow to access information from your bank accounts (“Your Bank Accounts”) you maintain online with third-party financial institutions with which you have customer relationships, maintain account(s) or engage in financial transactions (“Account Information”), which is included in your User Content, on your behalf as your agent. When you use the “Add External Accounts” feature of the Service, you will be directly connected to the website for the third party you have identified. Clarrow’s third party processors will submit information including usernames and passwords that you provide to log you into such third party website(s). You hereby authorize and permit Clarrow to use and store information submitted by you to the Clarrow Platform (such as account passwords and usernames) to accomplish the foregoing and to configure the Services so that they are compatible with the third party sites for which you submit your information. For purposes of these Terms and Conditions and solely to provide the Account Information to you as part of the Clarrow Platform and Services, you grant Clarrow a limited power of attorney, and appoint Clarrow as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN CLARROW IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, CLARROW IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Clarrow Platform. Clarrow is not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate Account Information.

b. Monitoring. We have the right, but not the obligation, to monitor User Content submitted to our Services, to determine compliance with these Terms and Conditions, including the User Conduct requirements below, and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services without prior notice. Without limiting the foregoing, we have the right to remove any material that Clarrow, in its sole discretion, finds to be in violation of these Terms and Conditions or otherwise objectionable, and you are solely responsible for the User Content that you post to our Services. Moreover, Clarrow may terminate one’s ability to submit User Content if, under appropriate circumstances, a person submitting the content to the Clarrow Platform is determined to be a repeat infringer and/or repeatedly violates the below User Conduct requirements.

c. Identifying Information. We may at any time require you to provide additional information in order to verify your identity. This information may include your address, date of birth, Social Security Number, a copy of your driver’s license or such other information or documentation as we may deem necessary (including, without limitation, information requested and obtained about you in connection with providing a financial service or product to you). More information on how we may use your personal information can be found in the Clarrow Privacy Policy: https://www.clarrow.com/privacy.

d. Required Disclosures. You acknowledge and agree that Clarrow may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms and Conditions; (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms and Conditions; and/or (d) protect the rights, property, or personal safety of Clarrow, its representatives and/or agents, its users or the public.

e. Notice of Copyright Infringement. Clarrow does not permit copyright infringing activities to occur on the Clarrow Platform and may remove any content of any kind, for example, if properly informed that certain User Content infringes upon another’s copyright rights. If you are a copyright owner or an agent thereof and believe that any content on the Clarrow Platform infringes upon your copyrights, you may notify Clarrow by providing the following information in writing:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;

  • Identification of the location where the original or an authorized copy of the copyrighted work exists;

  • Identification of the material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit Clarrow to locate the same;

  • Information reasonably sufficient to permit Clarrow to contact you, such as an address, telephone number, and, if available, an email address;

  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed.

Our agent for notice of claims of copyright infringement can be reached at hello@clarrow.com.

You acknowledge that if you fail to comply with all of the requirements above, your notice may not be valid.

11.  Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with Terms. You agree not to use the Platform:

(a)   In any way that violates any applicable national or international law or regulation.

(b)   For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.

(c)   To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.

(d)   To impersonate or attempt to impersonate Clarrow, a Clarrow employee, another user, or any other person or entity.

(e)   In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

(f)    To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend Clarrow or users of the Platform or expose them to liability.

Additionally, you agree not to:

(a)   Use the Service in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.

(b)   Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

(c)   Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.

(d)   Use any device, software, or routine that interferes with the proper working of the Platform.

(e)   Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

(f)    Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.

(g)   Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.

(h)   Take any action that may damage Clarrow.

(i)    Otherwise attempt to interfere with the proper working of the Platform.

12.  Access and Interference

You agree that you will not, directly or indirectly:

  • Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Clarrow Platform or Services or any portion of the Clarrow Platform or Services, without Clarrow’s express written consent, which may be withheld in Clarrow’s sole discretion;

  • Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Clarrow Platform or Services, other than the search engines and search agents, if any, available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);

  • Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Clarrow Platform or Services; or

  • Attempt to decipher, decompile, disassemble, or the Clarrow Platform or Services.

13.  No Use By Minors

The Platform is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Clarrow, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Platform.

14.  Accounts

When you create an account with Clarrow, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Platform.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

15.  Timeliness and Accuracy of External Data

As part of the Clarrow Platform, Clarrow will retrieve information from Your Bank Accounts and your Account Information. Clarrow works with one or more online financial service providers to access this Account Information. Clarrow makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Clarrow is not responsible for the products and services offered by or on third-party sites.

Clarrow cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Clarrow cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Clarrow Platform, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites.

16.  Intellectual Property

Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Clarrow and its licencors. Clarrow is protected by copyright, trademark, and other laws of the United States. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Clarrow.

a. Contents. The contents of the Website and the Clarrow Mobile App, including, without limitation, its text, graphics, images, logos, button icons, photographs, editorial content, notices, software (including, without limitation, html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and intellectual property laws. The contents of the Clarrow Platform belong or are licensed to Clarrow or its software or content suppliers. Clarrow grants you the right to view and use the Clarrow Platform subject to these terms. You may download or print a copy of information provided on the Clarrow Platform for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Clarrow Platform in whole or in part for any other purpose is expressly prohibited without our prior written consent.

b. Copyright Notice. © Clarrow 2019, all rights reserved. Unless otherwise specified, the content of the Clarrow Website and Clarrow Mobile App including, but not limited to, text, graphics, logos, buttons, images, data compilations, icons, and code, is the property of Clarrow and/or its affiliates, and is protected by United States and international copyright laws.

c. Feedback. While we welcome your feedback, ideas, and suggestions, it is important to be aware of the following restrictions. If you send us feedback, ideas, or suggestions (collectively, “unsolicited ideas”), you agree that: (1) your unsolicited ideas become the property of Clarrow and you are not owed any compensation in exchange; (2) none of the unsolicited ideas contain confidential or proprietary information of any third party; (3) Clarrow may use or redistribute unsolicited ideas for any purpose and in any way; (4) there is no obligation for Clarrow to review your unsolicited ideas; and (5) Clarrow has no obligation to keep any unsolicited ideas confidential.

17.  Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Clarrow infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to hello@clarrow.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

18.  DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(a)   an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;

(b)   a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

(c)   identification of the URL or other specific location on Service where the material that you claim is infringing is located;

(d)   your address, telephone number, and email address;

(e)   a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(f)    a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

19.  Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Clarrow.

Clarrow has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT CLARROW SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

20.  Disclaimer regarding use of mobile devices

Use of the Clarrow Platform may be available through a compatible mobile device, internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. CLARROW MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

21.  Disclaimer Of Representations and Warranties

THESE SERVICES ARE PROVIDED BY CLARROW ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLARROW MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER CLARROW NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

CLARROW HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

22.  Limitation Of Liability

CLARROW SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE CLARROW PLATFORM AND SERVICES, YOUR USE OF THE CLARROW PLATFORM AND SERVICES, OR THESE TERMS AND CONDITIONS, EVEN IF CLARROW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, CLARROW’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS), EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHER CAUSE FOR WHICH APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION.

CLARROW RESERVES THE RIGHT TO CANCEL OR RESTRICT YOUR ACCESS TO THE CLARROW PLATFORM AND SERVICES WITHOUT NOTICE TO YOU. CLARROW IS NOT RESPONSIBLE FOR DAMAGES SUFFERED BY YOU OR ANY INCONVENIENCE CAUSED DIRECTLY OR INDIRECTLY BY OUR TERMINATION OF YOUR ACCESS TO THE CLARROW PLATFORM OR SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, CLARROW WILL NOT ACCEPT OR HAVE ANY LIABILITY IN THE EVENT OF UNAUTHORIZED USE OF YOUR CLARROW ACCOUNTS, THE CONDUCT OF FRAUDULENT OR ILLEGAL ACTIVITIES VIA YOUR CLARROW ACCOUNTS, ANY INABILITY TO TRANSACT OR PROBLEMS RELATED TO POOR INTERNET ACCESS, MOBILE DEVICE OR COMPUTER FAILURE OR OTHER COMMUNICATION ISSUES, OR ANY ISSUES RELATED TO THE TIMELY EXECUTION OF A PAYMENT, TRANSFER, DEPOSIT OR SIMILAR.

YOU AGREE NOT TO HOLD CLARROW LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON YOUR USE OF THE CLARROW PLATFORM OR ANY RELATED CONTENT. YOUR ELECTION TO ENGAGE THE SERVICES IS SUBJECT TO ALL DOCUMENTATION REQUIRED TO BE ENTERED INTO BY YOU IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION YOUR ACCEPTANCE OF DOCUMENTS WITH RESPECT TO YOUR CLARROW ACCOUNT.

23.  Account Suspension/Termination

We may terminate or suspend your account and bar access to Clarrow immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.

If you wish to terminate your account, you may simply discontinue using Clarrow.

All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

a. We reserve the right to do any of the following, at any time, without providing notice to you: (1) modify, suspend, or terminate operation of or access to the Website, Clarrow Mobile App, and/or the Services, or any portion thereof, for any reason; (2) modify or change the Website, Clarrow Mobile App, or Services, and any applicable policies or Terms and Conditions related thereto (except as described in the Clarrow Privacy Policy); and (3) interrupt the operation of the Website, Clarrow Mobile App, any of the Services, or any portion thereof, as necessary to perform any maintenance or modifications, at our sole discretion.

b. If we suspect an unauthorized transaction relating to any Clarrow Account or that the account was created based on fraudulent information or for a fraudulent or illegal purpose, we may freeze the account pending further investigation and will notify you of the end result of that investigation.

24.  Indemnification

By accepting these Terms and Conditions, you agree to indemnify, defend, and otherwise hold harmless Clarrow, each of its affiliates and each of their respective officers, directors, employees, agents, partners and representatives from any and all losses and damages (whether direct, indirect, incidental, special, consequential, punitive or exemplary) and costs and expenses (including reasonable attorneys’ fees and expenses) arising or resulting from; (i) your use or misuse of the Clarrow Platform, (ii) unauthorized access to or alteration of your communications with or through the Clarrow Platform, (iii) any mismatched, incorrect, or incomplete identifying information regarding your Funding Source or in payment instructions for any ACH transfer, or (iv) any breach of these Terms and Conditions. Any business transactions that may arise between Users from their use of the Clarrow Platform are the sole responsibility of the Users involved.

25.  Term and Termination

Until your access to the Clarrow Platform is terminated by either you or Clarrow, these Terms and Conditions will remain in force. You may terminate your Clarrow Account by notifying Clarrow via email at hello@clarrow.com of your intention to terminate. WE NOTE THAT SIMPLY DELETING THE CLARROW APP FROM YOUR MOBILE DEVICE DOES NOT TERMINATE ANY CLARROW ACCOUNT, NOR DOES IT STOP ANY RULES YOU HAVE ESTABLISHED. If you wish to terminate your Clarrow Account, that must be done by you within the Clarrow App or by contacting hello@clarrow.com.

Clarrow may terminate your Clarrow Account at any time upon notice to the email address provided by you as part of your User Profile. In the event of termination by you or by us, Clarrow will delete your User Profile and deactivate your login within forty-eight (48) hours.

If you do not make use of the Services for a designated amount of time, applicable laws may require Clarrow to report these funds in your account as unclaimed property. Should this occur, we may try to locate you at the contact information you provided to us. If our attempts fail and we cannot locate you, we may be required, depending on state law, to report your funds as unclaimed property. The designated amount of time to report the funds as unclaimed varies, based on the state, but typically falls in a range of two to five years.

26.  Governing Law and Forum for Disputes

These Terms shall be governed and construed in accordance with the laws of State of Delaware without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

Any dispute with Clarrow, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms and Conditions shall be resolved exclusively through arbitration as set forth in the Section below, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Clarrow may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Clarrow is able to offer the Service at the terms designated. Your assent to this provision is an indispensable consideration to these Terms and Conditions.

27.  Agreement to Arbitrate

Except for disputes relating to your or Clarrow’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); you agree that all disputes between You and Clarrow (whether or not such dispute involves a third party) arising out of or relating to these Terms and Conditions, the Clarrow Platform, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Wilmington, Delaware, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and you and Clarrow hereby expressly waive trial by jury. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. You and Clarrow shall appoint as sole arbitrator a person mutually agreed by you and Clarrow or, if you and Clarrow cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Clarrow shall be entitled to seek injunctive relief, security or other equitable remedies from The United States District Court for the District of Delaware or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms and Conditions or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

Any claims brought by You or Clarrow must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Clarrow will participate in a class action or class-wide arbitration for any claims covered by these Terms and Conditions. You hereby waive any and all rights to bring any claims related to these Terms and Conditions and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

Notwithstanding any provision in these Terms and Conditions to the contrary, you and we agree that if we make any change to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Clarrow prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms and Conditions, such termination shall not be effective until 30 days after the version of these Terms and Conditions not containing the arbitration procedures is posted to the Website, and shall not be effective as to any claim that was filed in a legal proceeding against Clarrow prior to the effective date of removal.

These Arbitration provisions will survive the termination of Your relationship with Clarrow.

28.  Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Clarrow, in our sole discretion without notice. We will not be liable if for any reason all or any part of Clarrow is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Clarrow, or the entire Platform, to users, including registered users.

29.  Amendments To Terms

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Platform after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Clarrow.

30.  Waiver And Severability

If any portion of these Terms and Conditions is deemed invalid, unlawful, void or for any reason unenforceable by any arbitrator or court of competent jurisdiction, these Terms and Conditions as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms and Conditions that is unlawful, void or unenforceable shall be stricken from these Terms and Conditions, and that portion deemed invalid, unlawful, void, or unenforceable shall not affect the validity and enforceability of any remaining provisions.

You agree that if Clarrow does not exercise or enforce any legal right or remedy which is contained in these Terms and Conditions, this will not be taken to be a formal waiver of Clarrow’s rights and that those rights or remedies will still be available to Clarrow.

All covenants, agreements, representations and warranties made in these Terms and Conditions shall survive your acceptance of these Terms and Conditions and the termination of these Terms and Conditions.

These Terms and Conditions represent the entire understanding and agreement between you and Clarrow regarding the subject matter of the same, and supersede all other previous agreements, including any prior version of the Clarrow Terms and Conditions.

31.  Acknowledgement

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.