C L A R I T I

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Welcome! Please read these Terms of Service (the “Terms”) carefully because they govern your use of CCE Technologies Inc. (“Clariti”, “Our”, or “We”) messaging and networking service and bots accessible via our website located at https://clariti.app (“Site”), and our Clariti browser-based and desktop application (“App”) software, that enables the access and use of instant messaging, sharing, networking and collaboration between individual consumer users (“Individual Use”), through a secure platform that gives users control over their privacy and content and other services made available via the Site or App from time to time. To make these Terms easier to read, the Site, our services and App are collectively called the “Services”.

Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, the App or through other communications. It’s important that you review the modified Terms because if you continue to use the Services after we’ve let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms then you may no longer use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services

Eligibility

You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.

Registration and Your Information

If you want to use the Services, you’ll have to create an account (“Account”). You can do this via the Site or the App. You agree to keep your Account credentials accurate and up to date and that you won’t disclose your Account login credentials to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Using the Services

As part of our Services, Account holders may communicate with other Account holders with whom they are connected through the Services. Additionally, Account holders can configure the Services in order to receive alerts or other notifications through the Services when certain events occur, and trigger certain actions in other systems in response. Clariti offers the Services on both a free and a paid basis. For the Individual Use version of the Services, you can create your Account using either your personal email account or an email account associated with your employer.

Additionally, as part of our Services, Account holders may have the ability to access and utilize certain bots to the extent made available to such Account holders in Clariti’s sole discretion. Bots are pieces of software that connect directly to enterprise and consumer apps, systems, websites, and more through APIs.

Individual Use

For our individual consumer users, from time to time, we may offer, and charge such Account holders for, certain additional features within the Services, such as the ability to add emoticons to messages sent through the Services (each such feature, a “Paid Feature”). You agree to pay us the applicable fee for any Paid Feature(s) that you purchase through the Services. If you elect to purchase a Paid Feature, we or our third party payment services provider will either charge your credit card or other payment instrument on file or invoice you for your purchase, as applicable.

Payment

To the extent any portion of the Services is made available to you for a fee, you will be required to select a payment plan and provide Clariti with accurate information regarding your credit card or other payment instrument. You will promptly update your Account information with any changes in your payment information. You agree to pay Clariti the amount that is specified in the applicable payment plan in accordance with these terms and any other terms associated with such payment plan, and you authorize Clariti to bill your payment instrument on a periodic basis in accordance with such terms. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we do change prices, we will provide notice of the change on the Site or App and in an email to you at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount. Clariti may choose to bill through an invoice, in which case, full payment for invoices issued must be received by the specified date or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If you dispute any charges, you must notify Clariti within thirty (30) days after the date Clariti invoices you or bills your payment instrument, as applicable. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Clariti’s net income.

We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Plan Information”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@clariti.app You agree that all Feedback will be the sole and exclusive property of Clariti and you hereby irrevocably assign to Clariti and agree to irrevocably assign to Clariti all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you’ll execute documents and take such further acts as we may reasonably request to assist us to acquire, perfect, and maintain our intellectual property rights and other legal protections for the Feedback.

Privacy Policy

Please refer to our Privacy Policy https://clariti.app/privacy-policy/ for information on how we collect, use and disclose information from our users.

Content and Content Rights

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.

Content Ownership, Responsibility and Removal

Clariti does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Clariti and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content. You also represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by Clariti on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Subject to your compliance with these Terms and our policies (including our Acceptable Use Policy), you may have access to User content of other users of the Services and that other users of the Services may have access to your User Content, including rights to modify such User Content, as is permitted by the functionality of various features of the Services.

Alerts and Notifications

As part of the Services, you may (if enabled) receive push notifications, [text messages], alerts, emails, or other types of messages from Clariti directly sent to you via the Site or outside or inside the App (“Push Messages”). You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services (with the exception of infrequent, important service announcements and administrative messages). Please be aware that third party messaging fees may occur for some of the Push Messages depending on the message plan you have with your wireless carrier. For calls or text messages to the phone number you may provide during the registration process, by agreeing to these Terms you authorize Clariti to send texts or make calls to your phone using an automated mechanism, such as an auto dialer, or a prerecorded voice. You are not required to provide this consent as a condition to using the Services and may opt out of such messages by not providing your phone number during the registration process.

Rights and Terms for Apps

Rights in App Granted by Clariti

Subject to your compliance with these Terms, Clariti grants you a limited non-exclusive, non-transferable license to download and install a copy of the desktop version of the App on multiple devices that you own or control and to run such copy of the App solely for your own personal purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Clariti reserves all rights in and to the App not expressly granted to you under these Terms.

Additional Terms for App Store Apps

If you download the App from the Apple Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.

If you download the App through or from any app store or distribution platform (like the Apple App Store or Google Play) where the App is made available (each, an “App Provider”), then you acknowledge and agree that:

These Terms are concluded between you and Clariti, and not with the App Provider, and that Clariti (not the App Provider), is solely responsible for the App.

  • The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
  • In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the App to conform to any warranty will be the sole responsibility of Clariti.
  • The App Provider is not responsible for addressing any claims that you or any third party may have relating to the App or your possession or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third-party claim that the App or your possession or use of that App infringes that third party’s intellectual property rights, Clariti will be solely responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by these Terms.
  • The App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App and that, upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
  • You must also comply with all applicable third-party terms of service when using the App.
  • You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws or regulations. By using the App you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Acceptable Use Policy and Clariti’s Enforcement Rights

Acceptable Use Policy

We ask that you respect our community of users and our desire for such users to feel safe when using the Services, including any Content. Accordingly, you agree that you’ll only use the Services in a manner that is consistent with our Acceptable Use Policy. If you use the Services in a manner that is inconsistent with our Acceptable Use Policy, or if we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or any third parties, we might have to suspend or terminate your Account. 

Do: 

  • comply with all Terms, including the terms of this Acceptable Use Policy; 
  • comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any U.S. government agencies, and any rules of any national agencies; 
  • upload and disseminate only data to which you own all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law; 
  • use reasonable efforts to prevent unauthorized access to or use of the Services;
  • keep passwords and all other login information confidential; 
  • monitor and control all activity conducted through your account in connection with the Services; 
  • promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and 
  • promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and 

Do Not: 

  • permit any third party that is not an Individual User to access or use a username or password for the Services; 
  • share, transfer or otherwise provide access to an account designated for you to another person; 
  • use the Services to store or transmit any data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful; 
  • upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Clariti or any third party; 
  • attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law); 
  • attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services; 
  • access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services; 
  • use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen; 
  • impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Individual User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity; 
  • use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism; 
  • access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk); 
  • send unsolicited communications, promotions or advertisements, or spam; 
  • place any advertisements within a Clariti client; 
  • send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”; 
  • abuse referrals or promotions to get more credits than deserved; 
  • sublicense, resell, time share or similarly exploit the Services; 
  • use contact or other user information obtained from the Services (including email addresses) to contact Authorized Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Services; or 
  • authorize, permit, enable, induce or encourage any third party to do any of the above. 
Clariti’s Enforcement Rights

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/Copyright Policy

Clariti respects copyright law and expects its users to do the same. It is Clariti’s policy to terminate in appropriate circumstances Account holders or subscribers who repeatedly infringe the rights of copyright holders.

Third Party Websites, Resources, or Applications

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such Sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

In connection with the Services, Clariti may make available certain third-party software applications (“TP Apps”), including TP Apps that interoperate with Services. Your use of TP Apps may be governed by the terms and conditions of an end user license agreement (“TP EULA”) between you and the publisher of such TP App (“TP Publisher”). The TP Publisher has the right to enforce the TP EULA against you. If you do not want to comply with the TP EULA for a TP App, you must not use that TP App. Clariti is not a party to the TP EULA for any TP App. Unless otherwise agreed to in writing by Clariti, any support or maintenance of the TP Apps shall be provided by the TP Publisher and only to the extent described in the TP EULA. You agree and acknowledge that Clariti has no responsibility for providing such support and maintenance. Failure of TP Publisher to provide support and maintenance will not entitle you to any refund of fees from Clariti in connection with obtaining the applicable TP App or support and maintenance.

Any information that a TP Publisher collects from you or your device will be subject to the applicable TP EULA, privacy notice, or similar terms that the TP Publisher provides to you. You hereby explicitly acknowledge and authorize Clariti to, in connection with your purchase, download, or use of one or more TP Apps, provide the TP Publisher with the information provided by you in completing the purchase. If you purchase, download, or use TP Apps, such TP Apps may transmit your data outside of Clariti’s systems during normal use, and the TP Publishers of those TP Apps may be able to obtain access to your data in the Services through an application programming interface (API) or other means. Such access may result in the disclosure, modification or deletion of your data by those TP Publishers or their TP Apps. Further, the TP Publisher and its agents and partners may collect and use data pertaining to your configuration and/or use of the TP Apps. Clariti is not responsible for any transmission, collection, disclosure, modification, use or deletion of your data, as described in this paragraph, by or through TP Apps or their TP Publishers. The third-party content included in the TP Apps is the sole responsibility of the TP Publisher of that content. Clariti is not responsible for any third-party content, whether or not it reviewed or moderated such content. You agree that you bear all risks associated with using or relying on TP Apps. Clariti does not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any TP Apps (including without limitation any applications or content contained therein), regardless of who originated that content.

CLARITI HEREBY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO SUCH TP APPS. CLARITI SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS OR OTHER INDIRECT OR CONSEQUENTIAL DAMAGES, RELATING TO YOUR USE OF OR RELIANCE UPON ANY TP APPS.

In addition to the foregoing provisions regarding TP Apps, we do not control, and we are not responsible for, any third-party data, content, services, or products (including software) that you access, download, receive or buy while using the Services. We may, but do not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users. We are not a publisher of third-party content accessed through the Services. We are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Service.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@clariti.app Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions of these Terms will survive: Feedback; the first paragraph of Content Ownership, Responsibility and Removal regarding Clariti’s ownership of the Content and Services; Termination; Warranty Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.

Warranty Disclaimers

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranty regarding, and will have no liability in connection with, any alerts, notifications and/or corresponding actions programmed through the Services (such as the triggering (or lack thereof) of alerts or other notifications, the timeliness of delivery of any such alerts or notifications, the occurrence of any actions in other systems in response to an alert or notification, or the timeliness of the occurrence of such actions).

Indemnity

You will indemnify and hold harmless Clariti and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your User Content; or (iii) your violation of these Terms.

Limitation of Liability

NEITHER CLARITI NOR ANY OTHER party involved in creating, producing, or delivering the services or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES arising out of or in connection with these TERMS or from the use OF or inability to use the SERVICES or CONTENT, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not CLARITI has been informed of the possibility of such damage, EVEN IF a limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

In no event will CLARITI’S total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES or content EXCEED THE AMOUNTS YOU HAVE PAID TO CLARITI FOR USE OF THE SERVICES OR CONTENT OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CLARITI, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLARITI AND YOU.

Dispute Resolution

Limitation of Liability

These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and Clariti agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the district of New Jersey and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Clariti are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Clariti otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at https://www.adr.org. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Clariti otherwise agree, the arbitration will be conducted in Bergen County, New Jersey. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Clariti submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Clariti will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Clariti will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Clariti changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@clariti.app) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Clariti’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Clariti in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Clariti and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Clariti and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Clariti’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Clariti may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Clariti under these Terms, including those regarding modifications to these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Clariti’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Clariti. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Services nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. If you are accessing the Services through an Organizational Account, Clariti reserves the right to use your organization’s name as a reference for marketing or promotional purposes on Clariti’s website and in other communication with existing or potential Clariti customers. For example, we might list your organization on one of our web pages under lists of Clariti customers. We don’t want to list customers who don’t want to be listed, so you may send an email to info@clariti.app stating that your organization does not wish to be used as a reference.

Pre-Employment Disclosure

Clariti is committed to providing a safe and secure environment for employees, customers, vendors and other constituents and to protecting its funds, property, and assets. Therefore, as a condition of employment, Clariti conducts background investigations of prospective & current employees.

Clariti uses a third party to conduct criminal conviction checks and other background checks as applicable. Applicants recommended for hire will be required to complete a Disclosure & Release form(s) authorizing Clariti to have various background checks conducted. All employees may be subject to updated / additional background checks in advance of promotion, transfer, change in position duties or as deemed appropriate. Individuals who do not complete the Release form, or with unsatisfactory investigation results, may have their offer of employment withheld or rescinded.

Contact Information

If you have any questions about this Terms of Services, please contact Clariti at info@clariti.app