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CLEO FINANCIAL INC. TERMS OF SERVICE

Last Updated: March 3, 2025

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

1. INTRODUCTION AND ACCEPTANCE

Welcome to Cleo. These Terms of Service ("Terms," "Agreement," or "TOS") constitute a legally binding agreement between you ("you," "your," or "User") and Cleo Financial Inc. ("Cleo," "we," "us," or "our") governing your access to and use of our website, mobile applications, payment facilitation services, beneficial ownership information filing services, and all other services we provide (collectively, the "Services").

By accessing or using the Services, creating an account, clicking "I Agree," or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, do not access or use the Services.

If you are using the Services on behalf of a business, organization, or other legal entity, you represent and warrant that you have authority to bind such entity to these Terms, and references to "you" and "your" shall refer to both you individually and such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms or use the Services.

2. SERVICE DESCRIPTION

2.1 Payment Services

Cleo provides payment facilitation services that enable United States-based businesses ("Business Users") to make payments to United States-based contractors, vendors, and sole proprietors ("Vendors") for commercial purposes. These Services include, without limitation, the following:

(a) Cleo provides payment processing through the Automated Clearing House (ACH) network to facilitate the transfer of funds between Business Users and their Vendors in accordance with applicable payment rules and regulations.

(b) Cleo enables the capture and processing of invoices through mobile devices, allowing Business Users to digitize and manage vendor invoices efficiently and securely.

(c) Cleo offers payment scheduling and management capabilities that permit Business Users to control the timing and execution of payments to Vendors according to their business needs.

(d) Cleo delivers account and payment reporting functions that provide Business Users with detailed records and analytics regarding their payment activities.

(e) Cleo maintains vendor management systems that enable Business Users to organize, manage, and maintain records of their business relationships with Vendors.

2.2 Beneficial Ownership Information Filing Services

Cleo also provides services to assist businesses with filing Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) as required under the Corporate Transparency Act. These Services include, without limitation, the following:

(a) Cleo offers guided collection of required company and beneficial owner information in accordance with FinCEN's reporting requirements and specifications.

(b) Cleo provides assistance with document formatting and image handling to ensure compliance with FinCEN's technical requirements for document submissions.

(c) Cleo facilitates the filing process with FinCEN by providing a streamlined interface for information submission and document upload.

(d) Cleo delivers confirmation and record-keeping services for submitted filings to help Business Users maintain documentation of their compliance efforts.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility Requirements

To use the Services, you must meet all of the following requirements:

(a) You must be at least 18 years of age and capable of forming a binding contract with Cleo.

(b) You must be a legal resident of the United States or a business entity duly registered and in good standing in the United States.

(c) You must maintain a valid U.S. bank account and possess a valid tax identification number issued by the appropriate governmental authority.

(d) You must provide accurate, current, and complete information during the registration process and in all your interactions with our Services.

(e) You must use the Services solely for commercial purposes in compliance with these Terms and all applicable laws.

(f) You must comply with all applicable federal, state, and local laws, rules, and regulations in connection with your use of the Services.

3.2 Account Registration and User Controls

To access the Services, you must create an account by providing accurate, current, and complete registration information. In connection with your account registration and ongoing use of the Services, you agree to the following:

(a) You shall provide and maintain accurate, current, and complete information as requested in our registration form and account settings.

(b) You shall promptly update all account information to keep it accurate, current, and complete at all times.

(c) You shall be solely responsible for ensuring the security and confidentiality of your login credentials, including your username and password.

(d) You shall assume full responsibility for all activities that occur under your account, whether or not you have authorized such activities.

(e) You shall notify us immediately of any unauthorized use of your account, any breach of security, or any other violation of these Terms of which you become aware.

(f) You shall ensure that you properly exit from your account at the end of each session and take appropriate measures to protect access to your devices.

We reserve the right, in our sole discretion, to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, incomplete, or misleading.

3.2.1 Multiple Users and Authorized Delegates

Depending on the applicable Subscription Plan chosen for each Organization, You as a User may invite additional persons that are authorized to act and to transact on behalf of such Organization (by formation documents, applicable law or other valid form of authorization) (each, an "Authorized Delegate"). The following provisions apply to Authorized Delegates:

(a) Authorized Delegates are granted the right to access and use the Services on your behalf, with the access level and permissions that you specify.

(b) You may impose certain controls or limits on your Authorized Delegates' access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate, requiring User approval for certain transactions, or limiting access to specific features or functions.

(c) You are responsible for all actions and omissions of your Authorized Delegates. Any act or omission by any Authorized Delegate, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you.

(d) You will manage your roster of Authorized Delegates and will promptly deactivate the Authorized Delegate if you wish to terminate the Authorized Delegate's access to the Services.

(e) You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services through your Account.

(f) You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through your Account, including actions taken by Authorized Delegates.

(g) You must maintain an audit trail of all actions taken by Authorized Delegates and make this information available to Cleo upon request.

3.2.2 Accountants and Professional Service Providers

Certain Subscription Plans may enable certified public accountants, bookkeepers, or other professional service providers ("Service Providers") to utilize the Services on behalf of their business clients, subject to the terms of such Subscription Plans ("Clients"). The following provisions apply to Service Providers:

(a) Any Service Provider who enrolls in the Services represents, warrants, and covenants that it has express authority from each Client to transact through the Services using any linked payment methods (including Client payment methods) linked to the Services and shall provide written documentation of such authority upon Cleo's request.

(b) Service Providers remain fully responsible for any and all activities associated with Client payment methods, including without limitation, any payment of Fees and Subscription Fees, chargeback, clawback or ACH return associated with a linked payment method.

(c) Service Providers must implement appropriate controls to segregate Client accounts and ensure that each Client's information remains confidential and is not accessible to other Clients.

(d) Service Providers must maintain complete and accurate records of all authorizations received from Clients and all activities undertaken on behalf of each Client.

(e) Service Providers must immediately notify Cleo if any Client authorization is revoked or modified.

(f) Cleo reserves the right to directly contact Clients to verify the authorization provided to Service Providers.

3.2.3 Role-Based Access Controls

For Organizations with multiple users, the Services may provide role-based access controls with the following features:

(a) Administrator Role: Users designated as Administrators have full access to the account and can manage other users' permissions, view all transactions, and perform all functions within the Services.

(b) Manager Role: Users designated as Managers have limited administrative capabilities as set by Administrators, including the ability to approve transactions up to specified limits and manage certain user permissions.

(c) Bookkeeper Role: Users designated as Bookkeepers can view transactions, create payment requests, and manage invoices, but cannot authorize payments without approval.

(d) View-Only Role: Users designated as View-Only can see transaction history and reports but cannot create or authorize transactions.

(e) Custom Roles: Administrators may create custom roles with specific permissions tailored to the Organization's needs.

The Organization's Administrator is responsible for assigning appropriate roles to

3.3 Account Verification

To comply with applicable laws and protect against fraud, you authorize Cleo to verify your identity and business information as follows:

(a) You authorize Cleo to verify the information you provide to us, including but not limited to your identity, business status, bank account information, and other details relevant to your use of our Services.

(b) You authorize Cleo to request additional information or documentation from you as reasonably necessary to verify your identity, assess risk, or comply with applicable laws and regulations.

(c) You authorize Cleo to perform background checks, credit checks, and other due diligence measures as we deem appropriate in our sole discretion.

(d) You authorize Cleo to conduct periodic reviews of your account activity to ensure ongoing compliance with these Terms and applicable laws.

(e) You authorize Cleo to obtain consumer reports about you from time to time for the purpose of verifying your identity and/or determining your eligibility for our Services.

(f) You authorize Cleo to report information about your account and activity to credit bureaus and other verification services in accordance with applicable laws.

You consent to our collection, use, and disclosure of information for these purposes as described in our Privacy Policy.

4. PAYMENT SERVICES

4.1 Payment Processing

Cleo facilitates payment processing between Business Users and Vendors through the ACH network and other payment methods. By using our payment Services, you acknowledge and agree to the following terms:

(a) You authorize Cleo to act as your agent for the purpose of processing payments in accordance with your instructions and these Terms.

(b) You understand and acknowledge that all payments initiated through our Services are subject to review for compliance, security, and risk management purposes and may be delayed or rejected based on such review.

(c) You acknowledge that the processing times provided for any payment are estimates only and not guarantees, and that various factors may affect the actual time required for payment completion.

(d) You recognize that payments processed through the Services may be subject to holds or reversals in cases of suspected fraud, compliance issues, insufficient funds, or other security concerns.

(e) You agree to provide all required information necessary for the proper completion of any payment, including accurate account details, payment amounts, and recipient information.

4.2 Mobile Invoice Capture

Our Services include the ability to capture and upload invoices using mobile devices. When using this feature, you agree to the following terms:

(a) You shall ensure that all images captured and uploaded are clear, complete, legible, and accurately represent the original document.

(b) You shall be solely responsible for verifying the accuracy of all information captured through the mobile invoice feature before authorizing any related payment.

(c) You warrant that all documents uploaded through our Services are authentic, unaltered, and represent legitimate business transactions.

(d) You acknowledge that Cleo reserves the right to reject any image that does not meet our quality standards or that appears suspicious or potentially fraudulent in our sole discretion.

(e) You shall maintain and retain original invoices and related documentation in accordance with applicable record-keeping requirements and best practices.

4.3 Payment Authorization

By initiating a payment through our Services, you make the following authorizations, representations, and warranties:

(a) You expressly authorize Cleo to debit your designated account for the full payment amount plus any applicable fees, surcharges, or taxes associated with the transaction.

(b) You represent and warrant that each payment you initiate is for legitimate business purposes and not for personal, family, or household purposes.

(c) You warrant that you have and will maintain sufficient funds in your designated account to cover the full amount of the payment and all associated fees.

(d) You acknowledge and agree that any payment may be delayed, rejected, or reversed for compliance, security, or other risk-related reasons as determined by Cleo or our financial partners.

(e) You understand that certain payments, particularly those of high value or that trigger risk indicators, may require additional verification steps before processing.

4.4 Payment Limits and Restrictions

We may, at our sole discretion, impose limits on your use of the payment Services as follows:

(a) Cleo may establish maximum limits on the dollar amount of individual transactions that you may process through the Services.

(b) Cleo may establish aggregate transaction limits on a daily, weekly, or monthly basis as we deem appropriate based on your account history and risk profile.

(d) Cleo may impose restrictions on the types of payees or payment purposes permitted through the Services.

(e) Cleo may modify any such limits at any time based on your account history, risk factors, or regulatory requirements.

5. BENEFICIAL OWNERSHIP INFORMATION FILING SERVICES

5.1 Service Description

Our BOI filing Services are designed to assist companies with their filing obligations under the Corporate Transparency Act. When using these Services, you acknowledge and agree to the following:

(a) Cleo provides guidance on the information required for BOI filings based on our understanding of FinCEN requirements, which may be updated from time to time.

(b) Cleo assists with formatting documents, including identification documents, according to FinCEN specifications to help ensure technical compliance with submission requirements.

(c) Cleo facilitates the submission of your information to FinCEN through authorized channels in accordance with applicable procedures and protocols.

(d) Cleo provides confirmation records of submitted filings for your reference and record-keeping purposes.

5.2 User Responsibilities

When using our BOI filing Services, you acknowledge and agree to the following responsibilities:

(a) You are solely responsible for the accuracy, completeness, and truthfulness of all information you provide for submission to FinCEN through our Services.

(b) You shall promptly provide updates or corrections to any information that changes after submission or that you discover to be inaccurate or incomplete.

(c) You shall provide clear and compliant images of identification documents that meet all FinCEN requirements for quality, completeness, and authenticity.

(d) You remain solely responsible for compliance with all filing deadlines established by FinCEN, regardless of any estimates or guidance provided by Cleo.

(e) You acknowledge that Cleo is not providing legal advice regarding your filing obligations, and you should consult with qualified legal counsel regarding your specific compliance requirements.

5.3 Filing Confirmation

Upon successful submission of your BOI filing through our Services:

(a) Cleo will provide confirmation of the filing submission as received by FinCEN's systems, subject to any limitations in FinCEN's confirmation processes.

(b) Cleo will maintain records of your filing submission for your reference in accordance with our data retention policies.

(c) You understand and acknowledge that FinCEN may still reject a submitted filing or request amendments or additional information, and that such actions by FinCEN do not constitute a failure of our Services.

6. PROHIBITED ACTIVITIES

6.1 Illegal Activities

You agree not to use the Services for any illegal purpose. Without limiting the foregoing, you specifically agree not to use the Services for any of the following:

(a) You shall not use the Services to engage in money laundering, terrorist financing, or any activity designed to obscure the source of funds or facilitate illegal activity.

(b) You shall not use the Services to perpetrate fraud, make misrepresentations, or engage in deceptive business practices of any kind.

(c) You shall not use the Services to facilitate transactions involving illegal goods or services, regardless of the payment method or parties involved.

(d) You shall not use the Services in a manner that would violate sanctions, anti-bribery laws, or other national or international regulations applicable to you or Cleo.

(e) You shall not use the Services to engage in tax evasion or to file false tax documents or other government submissions.

(f) You shall not use the Services in connection with any activity that violates applicable federal, state, or local laws, regardless of whether specifically enumerated in these Terms.

6.2 Restricted Business Activities

Unless you have received prior written approval from Cleo, the Services may not be used for the following business activities:

(a) You shall not use the Services for virtual currency or cryptocurrency transactions, including the purchase, sale, or exchange of cryptocurrencies or the operation of cryptocurrency exchanges.

(b) You shall not use the Services to conduct international money transfers or to transfer funds to recipients located outside the United States.

(c) You shall not use the Services for personal or consumer transactions that are not related to legitimate business purposes.

(d) You shall not use the Services for gambling or gaming operations, whether legal or illegal, licensed or unlicensed.

(e) You shall not use the Services in connection with adult entertainment or services, including but not limited to pornography, escort services, or adult content production.

(f) You shall not use the Services for the sale or distribution of weapons, firearms, ammunition, or related accessories.

(g) You shall not use the Services if you operate as an unregistered money services business under applicable federal or state laws.

(h) You shall not use the Services in connection with marijuana-related businesses, even if such businesses are legal under applicable state law.

(i) You shall not use the Services if you are engaged in debt collection services without appropriate licenses and compliance programs.

(j) You shall not use the Services if your business primarily operates outside the United States, even if you maintain a U.S. presence.

6.3 Prohibited Conduct

In addition to the restrictions set forth above, you agree not to engage in any of the following prohibited conduct:

(a) You shall not provide false, inaccurate, or misleading information in connection with your account or use of the Services.

(b) You shall not attempt to access another user's account or any portion of the Services that you have not been authorized to access.

(c) You shall not reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code of the Services or any component thereof.

(d) You shall not use the Services in a manner that exceeds reasonable usage limits or that imposes an unreasonable or disproportionately large burden on our infrastructure.

(e) You shall not interfere with or disrupt the proper operation of the Services, including by introducing malware, viruses, or other harmful code.

(f) You shall not circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content.

(g) You shall not use the Services to transmit malware, viruses, Trojan horses, spyware, or any other harmful code or program.

(h) You shall not engage in any activity that imposes an unreasonable or disproportionately large load on our infrastructure or that otherwise interferes with the proper functioning of our Services.

(i) You shall not harass, abuse, threaten, or harm another person through your use of the Services or collect or store personal information about other users.

(j) You shall not use the Services for competitive analysis or to build, create, or develop competing products or services.

We reserve the right, in our sole discretion, to refuse service, terminate accounts, or cancel transactions if we suspect engagement in any prohibited activities.

7. FEES AND PAYMENT TERMS

7.1 Service Fees

The following terms govern the fees applicable to your use of our Services:

(a) Fees for our Services shall be as specified in your subscription plan or as listed on our website or billing dashboard at the time of your enrollment or Service use.

(b) Fees for BOI filing Services shall be charged at the rates displayed at the time of purchase and may vary based on the complexity of the filing and additional services requested.

(c) All fees are exclusive of applicable federal, state, local, or other taxes unless expressly stated otherwise, and you shall be responsible for payment of all such taxes.

(d) Cleo reserves the right to modify its fee structure upon providing advance notice to users through email, website posting, or notification through the Services.

(e) Special pricing, promotional offers, or discounted rates may be subject to additional terms and conditions as specified at the time such offers are made available.

7.2 Payment Terms

The following terms govern the payment of fees for our Services:

(a) You expressly authorize Cleo to charge the payment method designated in your account for all applicable fees as they become due.

(b) Subscription fees will be charged automatically according to your billing cycle (monthly, quarterly, or annually) as specified in your plan.

(c) One-time Service fees, including fees for BOI filing Services, will be charged at the time of purchase or upon completion of the Service, as specified at the time of transaction.

(d) You are responsible for maintaining current, accurate, and valid payment information in your account at all times.

(e) You are responsible for the payment of all applicable taxes related to your use of the Services, regardless of whether such taxes are included in Cleo's fees.

(f) All fees paid are non-refundable except as specifically stated in these Terms or as required by applicable law.

7.3 Late Payments and Collection

The following terms apply to late payments and collection activities:

(a) Accounts with past due amounts may be suspended or terminated at Cleo's sole discretion until all outstanding balances are paid in full.

(b) Late payments may incur additional fees at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) on any outstanding balance, plus all expenses of collection.

(c) You agree to reimburse Cleo for all reasonable costs and expenses incurred in connection with collection activities for past due amounts, including but not limited to reasonable attorneys' fees.

(d) Cleo reserves the right to report delinquent accounts to credit bureaus or to refer such accounts to collection agencies in accordance with applicable law.

8. SECURITY AND DATA PROTECTION

8.1 Security Measures

We implement and maintain reasonable administrative, technical, and physical safeguards designed to protect your information as follows:

(a) Cleo employs industry-standard security measures to protect the confidentiality, integrity, and availability of user information stored or processed through our Services.

(b) Cleo implements technical safeguards to protect against unauthorized access to user information, including encryption, access controls, and system monitoring.

(c) Cleo maintains physical security measures to protect our systems and facilities where user information is stored or processed.

(d) Cleo conducts regular security assessments and updates our security practices to address emerging threats and vulnerabilities.

(e) Cleo restricts access to user information to authorized personnel who require such access to perform their job functions and responsibilities.

8.2 User Responsibilities

You agree to take reasonable steps to protect your account and information as follows:

(a) You shall maintain the confidentiality of your login credentials and shall not share your username, password, or other authentication information with any third party.

(b) You shall implement strong, unique passwords for your Cleo account and update them regularly in accordance with good security practices.

(c) You shall implement appropriate security controls in your own systems and networks that connect to or interact with our Services.

(d) You shall notify us immediately at security@cleo-pay.com of any unauthorized access, security breach, or other security incident relating to your account or the Services.

(e) You shall comply with all security recommendations and requirements provided by Cleo from time to time.

(f) You shall use secure methods for transmitting sensitive information to Cleo and for storing information received from Cleo.

8.3 Data Encryption

We employ industry-standard encryption to protect your information as follows:

(a) Cleo utilizes Transport Layer Security (TLS) or similar technologies to encrypt data transmitted between your device and our servers.

(b) Cleo encrypts sensitive information stored in our systems, including payment information and authentication credentials.

(c) Cleo implements encryption for payment and financial information in accordance with industry standards and applicable regulations.

(d) Cleo maintains encryption key management procedures to protect the confidentiality and integrity of encryption keys.

8.4 Data Retention

We retain your information as necessary for the following purposes:

(a) Cleo retains your information for as long as needed to provide the Services you have requested and to maintain your account.

(b) Cleo retains your information as necessary to comply with our legal and regulatory obligations, including anti-money laundering requirements, tax laws, and other applicable regulations.

(c) Cleo retains information as needed to resolve disputes between users, enforce our agreements, and address potential liability issues.

(d) Cleo retains certain information for legitimate business purposes, such as fraud prevention, security monitoring, and service improvement, for as long as necessary to fulfill these purposes.

(e) Cleo maintains and follows a data retention policy that establishes retention periods for different categories of information based on legal requirements and business needs.

9. PRIVACY AND DATA USE

Our collection, use, and disclosure of information is governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes our practices regarding the information we collect from and about you in connection with the Services. By using the Services, you consent to our data practices as described in the Privacy Policy, including our collection, use, storage, transfer, and disclosure of your information.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership

The ownership of intellectual property in connection with the Services is governed by the following terms:

(a) All content, features, and functionality of the Services, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations, software, and the compilation thereof, are owned by Cleo or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

(b) Users retain ownership of their own content that they submit through the Services, subject to the licenses granted to Cleo as described below.

(c) No transfer of intellectual property rights from Cleo to you is implied or granted except for the limited license expressly stated in these Terms.

(d) All trademarks, service marks, and trade names used in connection with the Services are owned by Cleo or our licensors and may not be used without our prior written permission.

10.2 License to Use Services

We grant you a limited license to use our Services as follows:

(a) Cleo grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for legitimate business purposes in accordance with these Terms.

(b) Cleo grants you a limited, non-exclusive, non-transferable, revocable license to download and use our mobile applications on devices that you own or control, solely as authorized by these Terms and in accordance with any applicable app store terms.

(c) Cleo grants you a limited, non-exclusive, non-transferable, revocable license to access documentation and support materials related to the Services solely for the purpose of using the Services in accordance with these Terms.

(d) You may not sublicense, assign, or transfer any of these licenses without Cleo's prior written consent, and any attempt to do so is void.

10.3 License to User Content

You grant us a license to use content you submit through the Services as follows:

(a) You grant Cleo a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content you submit or transmit through the Services.

(b) The license granted is limited to the extent necessary for Cleo to provide, maintain, and improve the Services, address service or technical issues, and comply with legal obligations.

(d) This license does not grant Cleo the right to sell your content to third parties or to use your content in a way that would violate our Privacy Policy.

(e) This license will continue even if you stop using our Services, solely with respect to content already submitted.

10.4 Feedback

If you provide feedback or suggestions about our Services, you grant us rights to use such feedback as follows:

(a) You grant Cleo a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, publicly display, and publicly perform any feedback or suggestions you provide regarding the Services.

(b) You agree that Cleo may use such feedback without any restriction or compensation to you.

(c) You represent and warrant that you have all rights necessary to provide the feedback and to grant the rights set forth in this section.

11. THIRD-PARTY SERVICES AND CONTENT

11.1 Third-Party Services

The Services may include links to third-party websites, applications, or services. The following terms govern your interactions with such third-party services:

(a) Cleo does not control and is not responsible for the availability, reliability, or accuracy of third-party services that may be accessed through links within our Services.

(b) Cleo does not endorse and is not responsible for the content, products, or services available from third-party services, even if they are linked from our Services.

(c) Cleo does not monitor or review the privacy practices or terms of service of third-party services and is not responsible for how such third parties collect, use, or share your information.

(d) Your use of any third-party service is at your own risk and subject to the terms and privacy policies of such third party.

(e) Cleo shall not be liable for any loss or damage caused by your use of or reliance on any third-party service.

11.2 Third-Party Content

Content from third parties, including other users, may be made available through the Services. The following terms apply to such third-party content:

(a) Cleo does not endorse, guarantee, or assume responsibility for the accuracy, completeness, or quality of any content provided by third parties through the Services.

(b) Cleo does not pre-screen or approve third-party content and shall not be responsible for monitoring such content for compliance with applicable laws or these Terms.

(c) Cleo reserves the right, but has no obligation, to remove or restrict access to any third-party content that violates these Terms or applicable law.

(d) You bear all risks associated with the use of any third-party content, including any reliance on the accuracy, completeness, or usefulness of such content.

(e) Cleo shall not be liable for any loss or damage caused by your use of or reliance on any third-party content.

12. COMPLIANCE WITH LAWS

12.1 General Compliance

You agree to comply with all applicable laws in connection with your use of the Services, including but not limited to the following:

(a) You shall comply with all applicable federal, state, and local tax laws and regulations, including those relating to income reporting, sales tax collection, and information reporting.

(b) You shall comply with all applicable business licensing requirements and maintain all necessary permits, licenses, and registrations required for your business operations.

(c) You shall comply with all applicable money transmission laws and regulations, including state licensing requirements if your activities constitute money transmission.

(d) You shall comply with all applicable corporate governance requirements, including maintaining appropriate corporate records, filings, and registrations.

(e) You shall comply with all applicable data protection and privacy laws, including providing appropriate notices and obtaining necessary consents for any personal information you collect or process.

(f) You shall comply with all applicable anti-money laundering laws and regulations, including implementing appropriate "know your customer" procedures as required by law.

12.2 Regulatory Compliance

You acknowledge that Cleo may need to take certain actions to comply with applicable laws and regulations, which may include the following:

(a) Cleo may verify your identity and business information through various methods as required by anti-money laundering laws, "know your customer" requirements, and other applicable regulations.

(b) Cleo may monitor transactions processed through the Services for suspicious activity and may report such activity to appropriate regulatory authorities as required by law.

(c) Cleo may report certain transactions or activities to regulatory authorities pursuant to applicable regulatory requirements, including suspicious activity reports and currency transaction reports.

(d) Cleo may restrict or suspend services based on compliance concerns, including potential violations of sanctions laws or anti-money laundering requirements.

(e) Cleo may provide information to government agencies pursuant to valid legal process, including subpoenas, court orders, and other lawful requests.

(f) Cleo may take other actions as required to comply with applicable laws and regulations, even if such actions affect your ability to use the Services or access your account.

13. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:

(a) CLEO DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(b) CLEO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

(c) CLEO DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT.

(d) CLEO DOES NOT WARRANT THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

(e) CLEO DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

(f) CLEO DOES NOT WARRANT THAT THE SERVICES WILL BE COMPATIBLE WITH ALL DEVICES, OPERATING SYSTEMS, OR BROWSERS.

(g) CLEO DOES NOT WARRANT THAT ANY FILES OR INFORMATION DOWNLOADED FROM THE SERVICES WILL BE FREE OF VIRUSES, CONTAMINATION, OR DESTRUCTIVE FEATURES.

(h) CLEO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE ABOVE DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLEO, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM:

(a) THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF CLEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS, YOUR ACCOUNT, OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN.

(c) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, OR ANY DELAY IN PROCESSING TRANSACTIONS OR DELIVERING SERVICES.

(d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY.

(e) ANY CONTENT THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED THROUGH THE SERVICES.

(f) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES.

(g) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

14.2 Cap on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF:

(a) THE AMOUNT YOU HAVE PAID TO CLEO IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR

(b) ONE HUNDRED DOLLARS ($100.00).

THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

14.2 Cap on Liability

(a) THE AMOUNT YOU HAVE PAID TO CLEO IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR

(b) ONE HUNDRED DOLLARS ($100.00).

THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

14.3 Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLEO AND YOU. THE LIMITATIONS OF LIABILITY PROVIDE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14.4 Exclusions

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASE, THE LIABILITY OF CLEO SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW.

15. DISCLAIMER OF WARRANTIES

15.1 General Disclaimer

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(b) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SERVICES.

(d) WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.

(e) WARRANTIES REGARDING THE CORRECTION OF ANY DEFECTS OR ERRORS IN THE SERVICES.

(f) WARRANTIES THAT THE SERVICES WILL BE COMPATIBLE WITH ALL DEVICES, OPERATING SYSTEMS, OR BROWSERS.

(g) WARRANTIES THAT ANY FILES OR INFORMATION DOWNLOADED FROM THE SERVICES WILL BE FREE OF VIRUSES, CONTAMINATION, OR DESTRUCTIVE FEATURES.

(h) WARRANTIES OR REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

15.2 Third-Party Services

Cleo does not guarantee continuous, uninterrupted, or secure access to any part of our Services, and operation of our site may be interfered with by numerous factors outside of our control. Cleo will make reasonable efforts to ensure that requests for electronic debits and credits involving payment cards and bank accounts are processed in a timely manner, but Cleo makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system.

15.3 No Control Over Goods or Services

Neither Cleo nor its banking partners have any control over the products or services that are paid for using the Services, and Cleo cannot ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. When you pay a Recipient through the Services, you acknowledge that you are paying for goods or services that have already been received or will be provided independently of Cleo, and any disputes regarding those goods or services must be resolved directly with the Recipient.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Cleo, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns (collectively, the "Indemnified Parties") from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a) Your violation of these Terms.

(b) Your use of the Services, including use of any information obtained from the Services.

(d) Any content or information you submit, transmit, or make available through the Services.

(e) Any transaction you initiate or complete using the Services.

(f) Any misrepresentation made by you.

(g) Your failure to comply with applicable laws or regulations.

(h) All third-party indemnity obligations Cleo incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Cleo.

18. TERM AND TERMINATION

18.1 Term

These Terms commence on the date you first use the Services and continue until terminated as described below.

18.2 Termination by You

You may terminate these Terms by:

(a) Closing your account if you are a registered user by emailing Cleo at support@cleo-pay.com.

(b) Ceasing all use of the Services.

18.3 Termination by Cleo

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

(a) Violation of these Terms.

(b) Engaging in prohibited activities.

(d) Extended periods of inactivity.

(e) Non-payment of any fees owed.

(f) For any reason in our sole discretion.

Cleo also reserves the right to terminate the Services at any time. We will try to notify you in advance, but we are not obliged to do so.

18.4 Effect of Termination

Upon termination:

(a) Your right to use the Services will immediately cease.

(b) Any pending transactions may be completed or cancelled at our discretion.

(d) We may delete your account information and content.

(e) Sections of these Terms that by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

(f) All scheduled payments for which you have not yet been debited at the time of Account closure will be considered cancelled.

18.5 Cancellation of Paid Subscription Plans

You may request to cancel your Paid Subscription Plan at any time through your Account or by emailing Cleo at support@cleo-pay.com.

(a) Cancellation of a Paid Subscription Plan will take effect the day after the last day of the then current billing cycle.

(b) You will be able to continue to access and use the applicable Paid Subscription Plan and available features until the end of your billing cycle.

(d) Cleo does not provide refunds for partial billing periods if you cancel a Paid Subscription Plan before the end of your billing cycle.

19. ELECTRONIC COMMUNICATIONS

19.1 Consent to Communications

Because the Services are provided electronically, you agree that Cleo may provide important information electronically. Cleo will issue the following information and disclosures ("collectively, "Communications") electronically via the Cleo Services or via electronic mail ("email"):

(a) This Agreement, the Cleo Privacy Policy, any other policies you agree to, and any amendments, modifications, or supplements to these agreements or policies.

(b) Disclosures or notices provided in connection with the Services, including any required by applicable law.

(c) Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services.

(d) Transaction history information.

(e) Any other communications related to the Services or your Account.

Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.

19.2 No Obligation to Provide Paper Communication

Although Cleo reserves the right to provide Communications in paper format at any time, you agree that Cleo is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.

19.3 Withdrawal of Consent

You can withdraw your consent to receive most Communications from Cleo by emailing us at support@cleo-pay.com or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. Cleo also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after Cleo has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Cleo in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.

19.4 Requesting Paper Documents

You have a right to receive Communications in paper form. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you. Cleo will provide paper copies free of charge. Requests to receive any paper copy may be made by emailing support@cleo-pay.com. We will provide a replacement Communication within fifteen (15) business days. In order for us to send you a paper copy of a Communication, you must have a current mailing address on file in your Account.

19.5 Hardware and Software Requirements

In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the "Sign Up" button, you are confirming to Cleo that you have the means to access, and to print or download, Communications.

19.6 Consent to Text Messages

By entering into this Agreement or using the Services, you agree to receive text messages from Cleo at the telephone number that you provide to us. You agree that texts may be generated by automatic telephone dialing systems. Text messages from Cleo may include but are not limited to: operational communications concerning your Account or use of the Services, updates concerning new and existing features of the Services, and communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

19.7 Withdrawal of Consent to Text Messages

If you wish to opt out of promotional texts, you may email support@cleo-pay.com. You acknowledge that you are not required to consent to receive promotional texts as a condition of using the Services. If you wish to opt out of all texts from Cleo (including operational or transactional texts), you can also email support@cleo-pay.com; however, you acknowledge that opting out of receiving all texts may impact your use of the Services.

20. GENERAL PROVISIONS

20.1 Complete Agreement

This Agreement together with any other Cleo documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Cleo with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 14 (Limitation of Liability), 15 (Disclaimer of Warranties), 16 (Indemnification), 17 (Dispute Resolution and Arbitration), and 20 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

20.2 Intellectual Property

"Cleo", and all logos related to Cleo, are either trademarks or registered trademarks of Cleo or its licensors. You may not copy, imitate or use them without Cleo's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Cleo. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Cleo website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Cleo and its licensors.

20.3 Force Majeure

Cleo shall not be liable for any issues or delayed performance caused by circumstances beyond Cleo's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.

20.4 Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without Cleo's prior written consent. Cleo reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

20.5 Severability

If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

20.6 No Waiver

If Cleo fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

20.7 Governing Law

This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement and is not intended to create any substantive rights to non-New York residents.

20.8 Relationship of Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Cleo.

20.9 Headings

The section titles in these Terms are for convenience only and have no legal or contractual effect.

20.10 Contacting Cleo

Unless otherwise stated in this Agreement, notices, inquiries, and requests to Cleo should be emailed to support@cleo-pay.com. Please note that email communications sent to Cleo for Account-related matters must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.

20.11 Dwolla Authorization

In order to use the payment functionality of Cleo Financial INC’s application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize Cleo Financial INC to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through Cleo Financial INC’s application, and Dwolla account notifications will be sent by Cleo Financial INC, not Dwolla. Cleo Financial INC will provide customer support for your Dwolla Account activity, and can be reached at www.Cleo-Pay.com, and/or Support@Cleo-Pay.com.

If you register to create an account to receive payments via our application, you expressly authorize Cleo's service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You must be at least 13 years old and obtain parental permission if under 18 to receive funds. You authorize Cleo to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

21. ELECTRONIC SIGNATURE

You acknowledge and agree that by clicking "I Agree" or similar buttons or links as they are presented to you for the Services, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature, and that the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature or any resulting agreement between you and Cleo.

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