ViralSweep Terms and Conditions

Welcome to ViralSweep! These terms and conditions (“Terms” or “Agreement”) shall constitute a binding contract between AppHub, LLC dba Clearer (referred to herein as “Clearer”, “We” or “Us”) and the individuals or the business entity You are authorized to represent (collectively referred to as “You”, “Your”, or “Customer”) that access the ViralSweep website or purchase, install, sign-up, order or use the ViralSweep application (the “App”).

These Terms, as well as our Privacy Policy, available at clearer.com/privacy-policy, shall govern all Services provided by the ViralSweep website and Apps (including all software, templates, graphics, and other content and information they include and produce), and related services, including installation, configuration, consulting, maintenance, and other support (collectively the “Services”). These Terms may not be modified or amended by any oral agreement, course of performance, trade usage, or course of dealing. Any conflicting term in any other document or communication shall be deemed rejected, unless such terms are approved in writing by Clearer. By accessing, purchasing, or using the Services, You agree to be bound by these Terms. If You do not accept all applicable Terms and the Privacy Policy, then You may not use the Services.

Subject to Your compliance with all applicable Terms, Clearer grants You a limited, non-exclusive, non-transferable right and license to access the public portions of the ViralSweep website and if You make a Purchase, to access and use the ViralSweep App and other related Services for the duration of Your Subscription in accordance with the service bundle selected (each, a “Plan”), solely for Your own business purposes and not for any personal, household, or family purpose or other Unauthorized Use (the “Limited License”). Except for this Limited License to use the Services, this Agreement conveys no right or interest in the Services.

You May Not Misuse the Services. You agree that You and anyone acting on Your behalf will not use or encourage or allow any other person or entity to use the Services in prohibited manners or for prohibited purposes, including but not limited to the following: (i) sell, rent, lease, lend, sublicense, or otherwise transfer rights to use the Services to any third party; (ii) test or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, vulnerabilities or evade filtering capabilities of the Services; (iii) remove or alter without authorization any logos, trademarks, links, copyright or other notices, legends, templates, graphics, or markings from the Services; (iv) attempt to bypass, break, or tamper with the security, operation, or access control technology of the Services; (v) attempt to access the accounts or data of any other customer or third party; (vi) use the Services to analyze its workings and features for the purpose of competitive evaluation or research or to develop competitive Services; (vii) use the Services in violation of applicable export control laws; (viii) use the Services in a manner that interferes with the use or enjoyment of it by others, such as placing unreasonable demands on the systems or using the Services to create, use, send, store, or run viruses or other harmful computer code; (ix) use the Services in violation of any applicable acceptable use policy posted; (x) use the Services in a way that violates applicable law or the legal rights of others, such as transmitting any material that is libelous, defamatory, tortious, harassing, threatening, discriminatory, obscene, illegal, or infringes the Intellectual Property Rights, trade secrets, or data privacy rights of third parties, including but not limited to trademarks, copyrights or rights of publicity or privacy, or otherwise violating, infringing or misappropriating the rights of any third party, (xi) use the Services to transmit any material that contains viruses, trojan horses, worms or any other malicious, harmful, or deleterious programs or codes or in any other manner that adversely impacts the availability, reliability or stability of the Services, or (xii) launching or facilitating, whether intentionally or unintentionally, a denial of service attack on Us or any third-party, (xiii) share user accounts among multiple individuals, disclose access credentials or passwords to any other person, or fail to make a reasonable effort to protect Your passwords and to secure resources against unauthorized use or access (including without limitation configuring Your hardware and software in a way that reasonably prevents unauthorized users from accessing Your account), (xiv) use the Services in any manner that violates any applicable third party policies or requirements communicated to You, (xv) use the Services or Your account to engage in any fraudulent or illegal activity or other conduct that violates or facilitates the violation of any local, state, federal, or foreign law or regulation, (xvi) use the Services to harvest or otherwise collect information about others without their express consent, (xvii) interfere with or disrupt networks connected to the Services or violate the regulations, policies, or procedures of such networks, (xviii) register for the Services with an email of a throw-away email address provider or any other publicly accessible email address, (xix) use the Services to process personal data, other than personal data that You have the right to process, or any regulated data (which may include data such as health, medical, or financial data), (xx) use the Services or a component of the Services in a manner not authorized by Us, or (xxii) use the Services in any manner that may subject Us to any third-party liability, damages or danger. In the event of a violation of this Section, then in addition to any other remedies Clearer may have, We reserve the right to immediately suspend Your access to the Services until the violation of this section is cured.

Your use of the Services may be subject to certain limitations as stated in the Order and our published specifications and documentation. Limitations vary by App and may include restrictions on things like the number of supported stores or domains, storage limits, and the number of transactions included with Your subscription (“Usage Limits”). If You exceed Usage Limits for an App during Your subscription, the App may cease to work, or You may be charged additional fees for the excess use at then-current prices. In some instances, You may be using a “free trial” or other no-charge version of an App, in which case Usage Limits may also include a limited period of trial use, or limited functionality, or both. Use of such versions is still subject to these Terms.

To use Services other than the portions of our website available to the public, You will be required to create an account. As part of the account creation process, You will be asked to provide Your email address and create a password. When registering an account, You must provide true, accurate, current and complete information about Yourself as requested during the account creation process. You must also keep that information up to date. You will be responsible for all Us of the Services under Your account (whether or not authorized by You). You shall use commercially reasonable efforts to prevent: (i) unauthorized access to or use of Your account; and (ii) loss of account data by separately and regularly backing up any data and information used in conjunction with the Services at intervals that are reasonable in view of the nature and criticality of the information. You will be solely responsible for Your failure to maintain such equipment, software and services or to use the current version of the interfaces and APIs made available by Clearer to access the Services. Clearer may log into user accounts to provide technical and customer support, conduct security controls and audits, comply with regulatory requirements, and other lawful purposes necessary to provide the Services.

Subscriptions may be initiated by selecting one of the Plans and the monthly or annual subscription options at www.viralsweep.com/pricing and providing all information to complete the order and create an account, including, without limitation providing a Payment Account as described in Section 7.1. The particular Services included in the selected Plan and duration of an order are referred to herein as a “Subscription”. Project specific orders are subject to separate individual agreements (each, a “Project Contract”). To the extent of any conflict with this Agreement, the terms of the applicable Project Contract shall control.

Upon making a Purchase, You will be able to register as a “Member”, which will enable You to easily create, manage and administer sweepstakes, contests, and similar promotions (collectively, “Promotions”), and to configure, collect, and manage data using the tools We provide. Promotions may be hosted on our servers in some cases or You may elect to host a Promotion on Your own website(s).

Clearer is solely an online provider of tools and hosting services. While We make available various tools and generic templates for Your use in creating online Promotions, We do not provide any legal advice. You represent and warrant that Your Promotion will be operated in full compliance with these Terms and all applicable State and Federal laws and reporting requirements, including but not limited to: (i) the design, advertising, and administration of Your Promotion; (ii) prize selection, fulfillment, and tax reporting; (iii) the accuracy of any descriptions of the Promotion and applicable rules; (iv) compliance with applicable laws regulating Your Promotion, such as state lottery prohibitions, sweepstakes registration requirements, bonding, or other requirements that may apply depending on the jurisdiction; and (v) strict compliance with applicable data protection and privacy laws.

YOU ACKNOWLEDGE AND AGREE THAT CLEARER MAY MAKE GENERIC SWEEPSTAKES OR CONTEST TEMPLATES AVAILABLE FOR YOU TO MODIFY TO SUIT YOUR PARTICULAR PROMOTION, BUT WE MAKE NO REPRESENTATIONS OR WARRANTY OF ANY KIND OR NATURE AS TO WHETHER SUCH TEMPLATES COMPLY WITH APPLICABLE LAWS OR REGULATIONS, AND HEREBY DISCLAIM ANY SUCH REPRESENTATIONS AND WARRANTIES IN FULL. ANY INFORMATION OR TEMPLATE PROVIDED BY CLEARER IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND YOU ACCEPT ALL RISK OF THE QUALITY, PERFORMANCE AND LEGAL COMPLIANCE ASSOCIATED THEREWITH. YOU SHOULD ALWAYS SEEK ADVICE AND INFORMATION FROM A QUALIFIED LEGAL PROFESSIONAL BEFORE OPERATING A PROMOTION.

Access or use of the Services by anyone under the age of 18 is strictly prohibited. Further, the ViralSweep website and Apps are unable to host any Promotion directed to children under the age of 13 or in which such children may otherwise participate, and You are prohibited from designing such a Promotion to be hosted on our website. The collection of personal information from children under 13 is governed in the U.S. by the Children’s Online Privacy Protection Act, and Your failure to comply with that statute can subject You to severe penalties. Other laws and regulations applicable to certain states and countries can further regulate data collection from minors under 16, including that some jurisdictions have an age of majority higher than 18 years old. You are solely responsible for restricting data collection from, and participation by, any under-age participants.

We do not permit our Services to be used with affiliate offers, referral links, CPA offers, cryptocurrency promotions, sneaker raffles, gambling, or illegal lotteries. Violation of this prohibition may result in immediate suspension and termination of a Promotion and Member account.

You represent and warrant that You will not operate any Promotion on any Clearer site or App that violates and provision of this Section 3.

Clearer provides support for its website and Apps during the business hours posted for the applicable App, which may vary. Support is available through support channels such as email, live chat, online ticketing, knowledge bases, and other methods. Unless otherwise specified for an App or Service, support is available only in the English language.

Participation in a Sweepstake Syndicate, which is a collection of all sweepstakes currently being run on ViralSweep’s websites and Apps is available. Participation in the Syndicate increases publicity of each Promotion because the Syndicate is marketed to the participants of all sweepstakes in the collection. If You elect to participate in the Sweepstake Syndicate, You agree to share Your email list of participants of Your Promotions with Clearer for the sole use of marketing the Sweepstake Syndicate and You represent and warrant that the sharing of such information is in accordance with all applicable laws.

We Have the Right to Use Feedback and Reviews. We encourage You to provide suggestions, proposals, ideas, recommendations, or other feedback regarding the Services (collectively, “Feedback”). To the extent You provide such Feedback, all rights, title, and interest in such Feedback shall vest solely with Clearer and therefore, Clearer shall have an unrestricted and perpetual right to incorporate that Feedback into its Services and use it for any lawful purpose. We will not, however, use Your name or identify You when using Feedback for marketing or promotional purposes unless We have asked for and received Your consent.

At the time of making a Purchase, You will be able to create unique credentials and a protective password to access the Apps included in Your Subscription. You are responsible for protective passwords and unique credentials, including selecting secure account and user passwords, changing passwords frequently, maintaining the confidentiality of user logins and passwords, and restricting access to these and any other unique credentials You are assigned (collectively, “Security Measures”). Sharing of unique credentials or passwords with any other person is strictly prohibited. We assume no responsibility for damage or loss arising from unauthorized access to the Services or Your failure to employ proper Security Measures..

Clearer will maintain administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the data You provide to Us through the Services, in accordance with our Privacy Policy available at clearer.com/privacy-policy.

If You have a Subscription, You agree to pay all fees when due in accordance with Your Purchase Plan (“Fees”). Fees are due in advance each month, and any variable charges based on exceeding Usage Limits or other usage metrics, as defined in the applicable Payment Plan are due within five (5) days of the end of each month. Fees accrued are non-cancellable and non-refundable. You agree to pay applicable sales, use, value added or similar taxes, if any, that Clearer may be required to collect related to Your Subscription. All payments must be in U.S. dollars unless otherwise stated in Your Subscription.

At the time of making a purchase, You will be required to provide credit card information to Clearer, its third-party processor, or use an intermediate payment system, such as those associated with e-commerce platforms (collectively, a “Payment Account”). You hereby authorize Clearer or its third-party processor to charge Your Payment Account for all Fees when due in accordance with Your Subscription.

If Your payment is late or declined for any reason, including an expired Payment Account, in addition to any other rights and remedies available, Clearer may suspend the Services until You establish a new Payment Account and pay all amounts due. You are responsible for keeping all Payment Account information accurate and up to date, including information needed by Us to charge Your Payment Account. If Your payment is past due You will also be charged interest at the rate of one percent (1%) per month on the past due balance (or if lower, the highest rate permitted by law) prorated daily until payment is received.

In the event You dispute all or part of the charges to Your Payment Account, You agree to notify Clearer within thirty (30) days of the due date for the disputed charge, and work with Us in good faith to resolve the issue before seeking a refund through Your Payment Account. If We agree a refund is due, We will promptly refund the disputed amount. You agree that for any variable charges, our system reports on usage are the system of record for billing purposes.

These Terms are effective upon accessing, installing, signing up, ordering, or otherwise using our Services. If You make a purchase, the Terms applicable to purchases shall remain in full force and effect for the duration of Your Subscription, unless earlier terminated in accordance with Section 9. If You have more than one Subscription with Clearer, the termination of one Subscription will not affect other Subscriptions.

Unless otherwise specified in Your Plan, You may terminate one or more Subscriptions at any time, for any reason or no reason, by contacting Us at info@clearer.com. The termination will be effective no more than thirty (30) days from the date notification is received. However You will not be entitled to a refund of any pre-paid Fees, and any unbilled charges accrued through the date of termination (such as variable Fees) will become immediately due and payable and charged to Your Payment Account. Be sure to download and store any of Your data available from our Services before You terminate since Your account and related data may be deleted and no longer available after termination.

Clearer may terminate this any Order or this entire Agreement, by giving You notice if You violate any provision of this Agreement and do not remedy it, if it can be remedied, within ten (10) business days of our notice. Your access to Services may be suspended during this time. We may also terminate any or all Subscriptions at any time and for any reason or no reason by giving You thirty (30) days’ prior notice. All such notices will be provided through the Apps included in Your Subscription or the contact information You have provided Us. Clearer may also terminate this Agreement immediately in the event You become the subject of a petition of bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Be sure to download and store any of Your data available from our Services before the termination effective date since Your account and related data may be deleted and no longer available after termination. If You do not have a Subscription, notice of termination or modification to this Agreement will not be provided.

Immediately upon any termination of a Subscription or this Agreement, You will cease use of the terminated Services, and You will be charged in full for all Fees due at the time of termination. You will no longer have access to Your account or Your data from our systems or applicable Apps, and You may no longer use the Services or any part of the Services (such as templates, graphics content, documentation, or other materials). All provisions of this Agreement which by their nature should survive termination of this Agreement shall survive termination.

If You have a Subscription, Clearer will defend, indemnify, and hold You harmless from and against all claims, lawsuits, and other actions brought by a third party against You to the extent based on allegations that the subscribed Services infringe that third party’s patent, copyright, trademark, or trade secrets rights (collectively, “Intellectual Property Rights”). This indemnification right does not apply to the extent the allegations are based on Your data or any other materials You provided, modifications You made to the Services, Your Unauthorized Use of the Services, or Your combination of our Services with other goods or services We did not provide. If Clearer believes that any portion of the Services may be subject to such an infringement claim, then We may, at our sole option and at no additional expense to You: (i) obtain for You the right to continue using the affected Service; (ii) modify or replace the infringing portions of the Service to allow for Your continued use; or (iii) if these alternatives are not commercially reasonable, refund to You any unused, prepaid Fees and terminate the affected Subscription(s). THIS SECTION CONTAINS OUR SOLE OBLIGATIONS AND YOUR SOLE REMEDIES IN THE EVENT OF THIRD-PARTY INFRINGEMENT CLAIMS.

You agree to defend, indemnify, and hold Clearer, its parents, subsidiaries, affiliates, directors, officers, and employees and our suppliers (any such Party seeking indemnification, a “Clearer Indemnified Party”) harmless from and against all claims, lawsuits, and other actions brought by a third party against a Clearer Indemnified Party to the extent arising from or connected with Your, or anyone acting on Your behalf’s: (i) use of the Services; (ii) negligent or willful misconduct; (iii) breach of any representation, warranty, covenant, or obligation under this Agreement; or (iii) breach of any applicable law or regulation, including without limitation, data security and privacy laws.

If You have a Subscription, Clearer warrants for the duration of Your Subscription (the “Warranty Period”), that the applicable Services will operate and be performed in substantial conformance with the specifications and documentation We publish when the Services are used in normal operating conditions and not for any Unauthorized Use. Your exclusive remedy for breach of this warranty is to notify Clearer in writing in reasonable detail of the non-conforming aspect of the Services during the Warranty Period, and upon receipt of such notice, We, at our option, will either use commercially reasonable efforts to modify and provide an update to the Services so that it is in conformance with this warranty requirement, or provide a commercially reasonable work-around within a reasonable period of time, not to exceed thirty (30) days. If Clearer is unable to remedy any warranted condition in accordance with this Limited Warranty, We will provide You with a refund of any pre-paid Fees that apply to the period following Your report of the non-conformity. THIS SECTION SETS FORTH YOUR EXCLUSIVE RIGHTS AND REMEDIES AND CLEARER’S SOLE LIABILITY IN CONNECTION WITH THIS LIMITED WARRANTY.

You may choose to use our Services together with certain third-party platforms, add-ons, apps, integrations, websites, publishers, and services (collectively, “Third-Party Platforms”). Use of such Third-Party Platforms is subject to Your agreement with the applicable platform or service provider. Clearer is not responsible for any Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with our Services or how such Third-Party Platforms or their providers use, retain, and share data. Clearer is also not responsible for any improper disclosure, modification, damage, deletion, loss, or unauthorized use of Your account or data resulting from any such access by or operation of Third-Party Platforms. Nor is Clearer responsible for any refund, credit, or other compensation relating to Third-Party Platforms, which You use at Your own risk.

By using such Third-Party Platforms, You are giving Clearer Your consent and instructions to share Your data and information (which may include personally identifiable information) as needed for the interoperation of our Services with the Third-Party Platform.

If You are redirected to linked sites and content in connection with Your use of any Third-Party Platform, We recommend that You carefully read and abide by the terms of use and privacy policies of such sites and content. Any opinions, advice, statements, content, services, offers or other information expressed or made available by a Third-Party Platform, are those of the respective authors or distributors and Clearer accepts no responsibility therefor.

EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN SECTION 12, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS SUCH THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH THE BUYER AND THEREFORE, THE BUYER ASSUMES ALL COSTS SHOULD THE SERVICES PROVE DEFECTIVE. CLEARER DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE FREE FROM ERRORS OR DEFECTS, AND ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT CLEARER HAS NO RESPONSIBILITY OF ANY KIND OR NATURE FOR ANY THIRD-PARTY PLATFORMS YOU MAY CHOOSE TO USE WHEN USING OUR SERVICES OR FOR ANY ERRORS, DEFECTS, LOSSES, OR HARM CAUSED BY YOUR USE OF THIRD-PARTY PLATFORMS. THIS DOES NOT LIMIT NON-WAIVABLE RIGHTS YOU MAY HAVE UNDER APPLICABLE LAW.

IN ANY ACTION ARISING FROM THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR CLAIMS BROUGHT AGAINST CLEARER ARISING FROM YOUR UNAUTHORIZED USE OF THE SERVICES, TO WHICH NO LIMITATION SHALL APPLY, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING UNDER, OR IN CONNECTION WITH, THIS AGREEMENT EXCEED A SUM EQUAL TO THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE APPLICABLE SUBSCRIPTION IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Clearer reserves the right, in our sole discretion, to modify or replace any part of this Agreement by: (i) posting revised Terms on the publicly available portions of our website with a new revision date, or (ii) if You have an active Subscription, providing notice to You of the change and revision date in the App(s) included in Your Subscription or by email. Modifications pertaining to Subscriptions, will be applicable to new subscriptions commencing after the revision date of the modification, and will also apply to existing Subscriptions at the next renewal, which is the start of the next month following the notice or posting date for month-to-month plans. By continuing to access the Services after Clearer provided notice of modifications in accordance with this Section, You agree to be bound by this Agreement as modified. However if You elect to terminate this Agreement and notify Us within thirty (30) days of the revision date (or the date individual notice was provided), the modifications will not apply and the Agreement will terminate upon Your notice.

Clearer may make modifications or updates to the Services or a particular website or App, in its discretion and without prior notice.

The parties to this Agreement are independent contractors and nothing in this Agreement shall be construed to create an agency, partnership, joint venture, employment or similar relationship between You and Clearer or any of its parents, subsidiaries, affiliates or successors. Without the express written consent of the other party, neither party has the authority to represent itself to be an agent, employee or representative of the other party, enter into any agreement or commitment on the other party’s behalf, or bind the other party to any obligation in any manner whatsoever.

These Terms, the Privacy Policy, and terms specific to an applicable Subscription, form the entire contract and Agreement between the parties with respect to the subject matter described herein and supersedes all prior and contemporaneous agreements or understandings. Any different or conflicting terms added to Subscriptions or any other documents or proposals submitted to Clearer, are hereby rejected and do not apply unless documented in a writing signed by an authorized representative of Clearer.

The failure of either party to enforce at any time any of the provisions contained herein or exercise any right or option hereunder shall not be construed to be a waiver of the right of such party thereafter to enforce any such provisions or exercise such right or option. Any consent by any party to, or waiver of, a breach by the other, shall be in writing signed by the waiving party and shall not constitute the consent to, waiver of, or excuse of any other different or subsequent breach.

In the event that any provision of this Agreement shall be prohibited by law, then the subject provision shall not be void, but rather shall be interpreted as operating to the fullest extent allowed by law, and in the event that any provision of this Agreement shall be partially or totally invalid or unenforceable, then the remaining provisions shall remain valid and binding.

If You are a resident or a business entity whose principal place of business is in the United States (collectively “U.S. Customers”): this Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles. If You, or the business entity You represent, reside or has a principal place of business outside the U.S. (collectively, “Rest of World Customers”): this Agreement shall be governed and construed in accordance with the laws of England and Wales Any dispute arising out of this Agreement may only be brought in accordance with Section 17.6, as applicable.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES, WAIVES THE RIGHT TO A JURY TRIAL, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CLEARER. For any dispute with Clearer You agree to first contact Us and attempt to resolve the dispute with Us informally in good faith. In the unlikely event that We have not been able to resolve a dispute with You within thirty (30) days’ of such notice, then any controversy or claim arising out of or relating to this Agreement or the alleged breach hereof may be pursued on an individual basis only, and not on behalf of a class, and shall be settled by binding arbitration. For U.S. Customers, the arbitration will be governed by the American Arbitration Association (“AAA”) pursuant to their Commercial Arbitration Rules available at www.adr.org and shall take place in New York County, New York. For Rest of World Customers, the arbitration will be governed by the rules of the London Court of International Arbitration (“LCIA”) and shall take place in London, England. In all cases, the arbitration proceedings and all communications, documents, and filings pertaining thereto (including the fact that arbitration is pending) shall be maintained in strict confidence, except to the extent that disclosure is required by law. Except as provided herein, the arbitration shall not be brought or adjudicated on a class action, representative, or consolidated basis, provided however Clearer shall be permitted, in its sole discretion, to join or consolidate any arbitration with third-parties arising out of the same claim or controversy. The arbitrator shall be bound to follow the laws of the applicable jurisdiction, decisional and statutory, including, without limitation, the rules of evidence, in reaching any decision. Each party shall bear their own arbitration fees, except that the arbitrator is empowered to award the prevailing party its reasonable attorneys’ fees and expert costs. Any award shall be final, binding, and conclusive. A judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section shall be deemed as preventing either party from seeking a preliminary injunction or other preliminary equitable relief from a court of competent jurisdiction in appropriate cases. If You do not wish to be bound by this provision You must notify Us within thirty (30) days of the first acceptance date of any version of this Agreement containing an arbitration provision. Your notice must be submitted to info@clearer.io.

"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, Confidential Information will not include any information which: (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person 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. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement, and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party other than advisors bound by a professional secret (such as lawyers and tax advisors), except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the Limited License restrictions (Section 2), the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

Neither party may assign, transfer, or delegate this Agreement or any Subscription without the written consent of the other party, which may not be unreasonably withheld or delayed, except that Clearer may assign, transfer, or delegate any of its rights or obligations under this Agreement without Your consent or notice, to any parent, subsidiary, or affiliate or a successor in the event of a listing of its securities on a public stock exchange or a merger, acquisition or other consolidation, including without limitation the sale of all or substantially all of its assets, stock or business to which this Agreement relates. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. Any attempted assignment hat is not permitted by this Agreement shall be void and without effect.

All notices to Clearer hereunder shall be in writing and will be deemed given: (i) when delivered on a business day if delivered personally or by confirmed facsimile transmission during normal business hours at the place of receipt; (ii) on the next business day at the addressee’s offices after deposit with any overnight courier for next business day delivery; or (iii) the date of receipt if delivered by certified mail, return receipt requested, postage prepaid or e-mail with delivery receipt; all of which shall be addressed as follows or to such other address Clearer may specify in accordance with this subparagraph:

116 Huntington Ave, 15th Fl, Boston, MA 02116

info@clearer.io

Clearer shall not be liable or responsible, nor be deemed to have defaulted or breached this Agreement, for any failure, delay, or interruption in performing the Services or any term of this Agreement to the extent such failure or delay is caused by or results from acts or circumstances beyond its reasonable control, including without limitation, acts of God, flood, fire, earthquake, war, embargo, invasion or hostilities, terrorist acts, riot, national emergency, revolution, epidemic, pandemics, strike, disruptions of telecommunications, power or other essential services (including external electrical work or problems) or unavailability or material change in any third party technologies or platforms or interruption or termination of service by an Internet access provider for reasons outside of its control including, without limitation, the actions of “hackers” or terrorists and infections by viruses, worms, or “Trojan horses” (collectively a “Force Majeure” event).

The provider of the Services is: AppHub, LLC dba Clearer. If You are a California resident, in accordance with Cal. Civ. Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.