Terms of Use

Acceptance of the Terms of Use

These terms of use constitute a legally binding agreement entered into by and between You and ClairFi Technologies Inc. (“ClairFi,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.ClairFi.com, including any content, functionality, and services offered on or through www.ClairFi.com (the “Website”), whether as a guest or a registered user. For clarity, ClairFi operates a technology platform that connects users with independent third-party professionals and investment opportunities. ClairFi is not a registered broker-dealer, investment adviser, or financial institution and does not provide investment, tax, accounting, legal, insurance, or other professional advice. Any information provided through the Website, including through the Research Bot, is for informational purposes only and should not be construed as professional advice. You cannot construe anything on the Website as professional advice, recommendations, or solicitations to purchase or sell any security or investment product. Any investment decision you make should be based on your own research and judgment or through consultation with your own professional advisers. Any professional or investment services accessed through the Website are provided solely by independent third-party providers pursuant to separate agreements between you and such providers. Insights or outputs generated by any automated tools available on the Website (including any research or chat features, the “Research Bot”) are for informational purposes only, may contain errors, and are not professional advice; you remain solely responsible for your use of such outputs. Please read the Terms of Use carefully before using the Website. By using the Website, by clicking to accept, or agreeing to the Terms of Use when this option is made available to you, you acknowledge and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.clairfi.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. We offer and make available this Website only to users who are:

• 18 years of age or older,
• reside in the United States or any of its territories or possessions,
• qualify as “accredited investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended, and
• are not subject to any sanctions or restrictions that would prohibit their use of these services.

ClairFi reserves the right to verify your accredited investor status at any time. By using this Website, you represent and warrant that you are of legal age to form a binding contract with ClairFi and meet all the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes take effect immediately upon posting and apply to all access to and use of the Website thereafter, provided that any material changes will be effective 30 days after posting unless you expressly accept them earlier. Your continued use of the Website following notification of material changes constitutes acceptance of those changes. However, any changes to the dispute resolution provisions set forth in the section below entitled “Governing Law and Jurisdiction” will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website. We may also provide notice of material changes by email to the address associated with your account and/or by posting a prominent notice on the Website. Your continued use of the Website after we post the revised Terms of Use constitutes your acceptance and agreement to the revised Terms of Use. You are expected to check this page periodically to stay informed about any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion, without notice. We will not be liable for any reason, including but not limited to any part of the Website being unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or the entire Website to users, including registered users. You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

The Website may ask you to provide certain registration details or other information before accessing it or its resources. It is a condition of your use of the Website that all information you provide on the Website is accurate, current, and complete, and you agree to promptly update any information that becomes inaccurate, misleading, or incomplete. You acknowledge that any false or misleading information provided may result in immediate termination of your access to the Website, and may subject you to civil and/or criminal liability under applicable laws. You agree that the terms of our Privacy Policy govern all information that you provide to register with this Website or otherwise, including but not limited to, through the use of any interactive features on the Website, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose or we provide you with a username, password, or any other piece of information as part of our security procedures, you must treat this information as confidential and not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it, using your username, password, or other security information. You agree to notify us promptly upon becoming aware of any unauthorized access to or use of your username, password, or any other breach of security. ClairFi will make reasonable efforts to investigate and respond to reported security incidents in accordance with applicable law. You also agree to ensure that you log out of your account at the end of each session. Exercise caution when accessing your account from a public or shared computer to prevent others from viewing or recording your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by ClairFi, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end-user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. If you wish to make any use of material on the Website other than that set out in this section, please address your request to the contact information provided on the Website.

If you print, copy, modify, download, or otherwise use, or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately. You must, at our option, return or destroy any copies of the materials you have made. We do not transfer any right, title, or interest in or to the Website or its content to you, and ClairFi reserves all rights not expressly granted. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

ClairFi name, the terms ClairFi, ClairFi logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ClairFi and its affiliates or licensors. You must not use such marks without the prior written permission of ClairFi. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
• For exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material which does not comply with these Terms of Use.
• To transmit or procure the sending of any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate ClairFi or one of its employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To misrepresent your identity, accreditation status, eligibility, or affiliations, or to submit false, misleading, or incomplete information.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or as we determine may harm ClairFi or users of the Website, or expose them to liability.
• To attempt to circumvent the Website or platform workflows, including by soliciting or engaging third‑party providers you discover through the Website off‑platform in order to avoid applicable processes or fees. Any such circumvention shall constitute a material breach of these Terms of Use and may result in immediate termination of access and legal action to recover damages, including lost fees.
• To disclose, share, or redistribute any non‑public, confidential, or proprietary information obtained through the Website (including provider materials and investment information) except as expressly authorized.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real-time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server that stores the Website, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages, or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the provisions set forth in the section entitled “Content Standards” set out in these Terms of Use.

You should consider that any User Contribution you post to the Website is non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers the right to use, reproduce, and distribute such User Contribution. Each of their and our respective licensees, successors, and assigns has a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose, including for commercial purposes. You hereby waive any moral rights or other similar rights you may have in such User Contributions under any applicable law.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not ClairFi, are fully responsible for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the provisions of the section entitled “Content Standards”, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for ClairFi.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or any part of the Website for any reason, including, without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we reserve the right to fully cooperate with any law enforcement authorities or court order that requests or directs us to disclose the identity or other information of anyone posting materials on or through the Website. YOU WAIVE AND HOLD HARMLESS CLAIRFI AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS, AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

However, we cannot review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to all User Contributions and the use of Interactive Services. User Contributions must, in their entirety, comply with all applicable federal, state, local, and international laws and regulations, including, without limitation, securities laws, anti-fraud provisions, and data protection requirements. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property, or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil, criminal liability under applicable laws, regulations, or that otherwise may conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity, affiliation with any person, or organization
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that ClairFi or any other entity or person emanates or endorses them if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please follow our Copyright Policy below. It is the policy of ClairFi to terminate the user accounts of repeat infringers.

ClairFi respects the intellectual property rights of others and expects users of the Website to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Website, please notify ClairFi’s copyright agent by providing the following information:

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

2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a representative list of such works;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address;

5. 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

6. 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 right that is allegedly infringed.

Our designated copyright agent to receive notifications of claimed infringement can be reached at:

Copyright Agent ClairFi Technologies Inc.
Attn: Privacy Team 26077 Nelson Way,
Suite 502 Katy, TX 77494
Email: privacy@clairfi.com

Only DMCA notices should go to the copyright agent. Any other feedback, comments, requests for technical support, and other communications should be directed to ClairFi customer service through our contact page.

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

Counter-Notice Procedures:

If you believe that your User Contribution that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Contribution, you may send a counter-notice containing the following information to the copyright agent:

1. Your physical or electronic signature;

2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

3. A statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content; and

4. Your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the federal court in Texas and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

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

Reliance on Information Posted

We provide the information presented on or through the Website solely for general informational purposes. We do not warrant or guarantee the accuracy, completeness, timeliness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Past performance is not indicative of future results. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials contributed by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by ClairFi, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of ClairFi. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time at our sole discretion; however, its content is not necessarily complete, current, or up-to-date. All content, including, without limitation, any pricing, market data, or financial information, is subject to change without notice and should not be relied upon for any investment or business decisions. Any material on the Website may be out of date at any given time, and we are under no obligation to update it.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send e-mails or other communications with certain content or links to certain content on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as we provide them, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that you do not own.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site.
• Link to any part of the Website other than the homepage.
• Otherwise, take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking or that you make certain content accessible must comply in all respects with the provisions of the section entitled “Content Standards” set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, we provide these links for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, do not endorse or verify their content, and expressly disclaim any responsibility or liability for them, including, without limitation, any loss or damage that may arise from your use of them, whether direct, indirect, consequential, or otherwise. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Texas, United States. We provide this Website primarily for use by persons located in the United States, though we may make it available to users in other jurisdictions at our discretion. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States.

We may restrict access to the Website for certain individuals or those located in specific countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for download from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to meet your specific requirements for anti-virus protection and the accuracy of data input and output, as well as for maintaining an external means for reconstructing any lost data.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, RANSOMWARE, MALWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT OR ANY DATA ROOMS, DOCUMENT VAULTS, THIRD-PARTY PROVIDER PORTALS, OR AUTOMATED TOOLS (INCLUDING ANY “RESEARCH BOT”) ACCESSED VIA, OR IN CONNECTION WITH THE WEBSITE.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CLAIRFI NOR ANY PERSON ASSOCIATED WITH CLAIRFI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER CLAIRFI NOR ANYONE ASSOCIATED WITH CLAIRFI REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. CLAIRFI OPERATES A TECHNOLOGY PLATFORM ONLY AND DOES NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE, DOES NOT ACT AS A BROKER-DEALER, INVESTMENT ADVISER, FIDUCIARY, OR FINANCIAL INTERMEDIARY, AND DOES NOT ACCEPT SUCCESS-BASED COMPENSATION OR COMMISSIONS, UNLESS EXPLICITLY STATED OTHERWISE IN A SEPARATE WRITTEN AGREEMENT. ANY PROFESSIONAL OR INVESTMENT SERVICES ARE PROVIDED SOLELY BY INDEPENDENT THIRD-PARTY PROVIDERS OR SPONSORS, FOR WHOM CLAIRFI ASSUMES NO RESPONSIBILITY. ANY INSIGHTS OR OUTPUTS FROM AUTOMATED TOOLS (INCLUDING ANY “RESEARCH BOT”) ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE INACCURATE, INCOMPLETE, OR UNSUITABLE TO YOUR CIRCUMSTANCES; YOU ALONE ARE RESPONSIBLE FOR YOUR USE OF SUCH OUTPUTS.

CLAIRFI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, CLAIRFI DISCLAIMS ANY WARRANTIES REGARDING THIRD-PARTY PROVIDERS, INVESTMENT SPONSORS, OR AUTOMATED TOOLS (INCLUDING ANY “RESEARCH BOT”), AND ANY RESULTS, RETURNS, OR OUTCOMES.

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

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CLAIRFI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. WITHOUT LIMITING THE FOREGOING, CLAIRFI SHALL HAVE NO LIABILITY FOR (A) THE ACTS, OMISSIONS, ADVICE, SERVICES, OR FAILURES OF ANY THIRD-PARTY PROVIDERS, PROFESSIONALS, OR INVESTMENT SPONSORS; (B) YOUR RELIANCE ON OR USE OF ANY INFORMATION, CONTENT, OR OUTPUTS, INCLUDING THOSE GENERATED BY ANY “RESEARCH BOT” OR OTHER AUTOMATED TOOLS; OR (C) ANY INVESTMENT, TAX, OR LEGAL OUTCOMES, INCLUDING LOSSES OF PRINCIPAL, TAX LIABILITIES, PENALTIES, OR INTEREST.

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

Indemnification

You agree to defend, indemnify and hold harmless ClairFi, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees and costs of investigation) arising out of or relating to your violation of these Terms of Use or your use of the Website including but not limited to, your User Contributions, interactions, or engagements with third-party providers, professionals, or investment sponsors, your reliance on outputs from automated tools (including any “Research Bot”), any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). You hereby irrevocably consent to such governing law.

You shall institute any legal suit, action, or proceeding arising out of or related to these Terms of Use exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the City of Wilmington and County of New Castle. However, we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any objections to the exercise of jurisdiction over you by such courts and to venue in such courts, subject to and without waiving any rights or defenses available under applicable law, including but not limited to any claims regarding the appropriateness of venue or jurisdiction.

Arbitration

Except for claims that may be brought in small-claims court (for amounts within such court’s jurisdictional limits) and claims seeking temporary, preliminary injunctive relief or other equitable remedies to protect intellectual property rights, prevent irreparable harm, or enforce confidentiality obligations, any disputes arising from or relating to these Terms of Use or your use of the Website, including disputes regarding interpretation, violation, invalidity, non-performance, or termination, shall be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable rules. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitration shall take place in Wilmington, Delaware, before a single arbitrator, provided that ClairFi may elect to conduct the arbitration remotely through video conference or other electronic means. Delaware law (without regard to conflicts-of-law rules) will apply to the merits of any dispute, to the extent not preempted by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and ClairFi agree to arbitrate on an individual basis only, and not as a class, collective, or representative action.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE SHORTEST TIME PERIOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS LONGER; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by ClairFi of any term or condition outlined in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any delay or failure to exercise any right, power, or privilege shall not operate as a waiver thereof. Any failure of ClairFi to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving its intent, or if that is not possible, eliminated, and the remaining provisions of the Terms of Use will continue in full force and effect as if the invalid provision had never been included.

Entire Agreement

The Terms of Use, our Privacy Policy, and any additional terms, policies, or agreements expressly incorporated by reference herein constitute the sole and entire agreement between you and ClairFi Technologies Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website. You acknowledge that you have not relied on any statement, promise, or representation made or given by or on behalf of ClairFi which is not set out in these Terms of Use.

Your Comments and Concerns

ClairFi Technologies Inc., a Delaware corporation with its principal place of business at 26077 Nelson Way, Suite 502, Katy, Texas 77494, is the owner and operator of this Website. You must send all legal notices to us via certified mail or overnight courier with proof of delivery to this address: Attention: Legal Department.

You should send all notices of copyright infringement claims to our designated copyright agent as specified in the Copyright Policy above.

Please direct all other feedback, comments, requests for technical support, and other communications relating to the Website to the contact methods described on the Website.