Business Terms of Service

Clavaa Terms of Service

Effective Date: October 26, 2024

1. Introduction
Welcome to Clavaa LLC’s (“Clavaa,” “we,” “our,” or “us”) website and online service. This page outlines the terms by which Merchants may use our online services, website (including clavaa.com and any successor URL(s)), and all related software, documentation, and digital services provided by Clavaa (collectively, the “Service”). By accessing or using the Service as a Merchant or by selecting “I Agree” (or a similar option), you confirm that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”), whether or not you are a registered user of our Service. You also acknowledge that any business and personal information provided by you will be collected, used, and processed in accordance with our Privacy Notice to facilitate transactions and verify eligibility.
Clavaa reserves the right to modify the terms of this Agreement, with notice of changes provided as described below. This Agreement applies to all Merchants, visitors, users, and others who access the Service (“Users”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT IN SECTION 8 AND A CLASS ACTION/JURY TRIAL WAIVER IN SECTION 9. UNLESS YOU OPT OUT, YOU AGREE TO FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES WITH CLAVAA, INCLUDING CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
2. Our Service
2.1 General
Subject to the terms of this Agreement, Clavaa provides payment services to facilitate transactions for Merchants, including payments through the Automated Clearing House (ACH) and debit card transactions processed through Merchant websites. All transfers of funds are conducted by a U.S. state or federally-chartered bank (“Bank”); Clavaa does not hold or transmit funds directly. For the purposes of this Agreement, “Merchant” refers to any business authorized or approved by Clavaa to accept payments through the Service.
2.2 Eligibility
This Agreement forms a binding contract between Merchants and Clavaa. Merchants must agree to the terms and conditions of this Agreement before using the Service. Eligibility to use the Service requires that the Merchant have a U.S. business bank account with a U.S.-based state or federally-chartered bank and comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”). Use or access to the Service by entities under 18 is prohibited. The Service is unavailable to any Merchant previously removed or disapproved by Clavaa without prior written consent.
2.3 Merchant Verification
To determine eligibility for accepting payments through Clavaa, we reserve the right to verify the identifying information provided by the Merchant, including but not limited to business registration details, bank account information, representative contact information, and email addresses. Should Clavaa be unable to link the Merchant’s bank account during initial verification, the Merchant will not be able to use the Service for transactions until a valid bank account is linked. Credit card payments are not supported on the Clavaa platform at this time.
2.4 Merchant Accounts; Consent to Electronic Communications
(a) Merchant Accounts
A Merchant Account on the Service grants Merchants access to features and functionalities that Clavaa may establish and maintain at its sole discretion. By creating a Merchant Account on behalf of a business or organization, the representative confirms (i) their authority to act on behalf of the entity, and (ii) that they have full rights and power to bind the entity to this Agreement. Merchants may only have one account per entity and must provide accurate and complete information when registering, including business name, bank details, and contact information. Merchants are responsible for all activity associated with their accounts and must notify Clavaa immediately of any security breaches or unauthorized access. Clavaa is not responsible for any losses due to unauthorized use of Merchant Accounts.
(b) Consent to Electronic Communications
By providing an email address, Merchants consent to receive Service-related notifications electronically, as well as Service updates, special offers, and required legal notices in place of postal mail. Merchants can opt out of receiving promotional messages by selecting “unsubscribe” within the email, though this may limit access to important Service updates or features.
3. Payments, Credits, and Refunds
3.1 Payments
To accept payments from users through the Service, Merchants must provide a U.S.-based state or federally-chartered bank account as an approved payment method (“Merchant Payment Method”). Merchants may link or unlink this Payment Method to their account at any time, and are solely responsible for ensuring that the linked account remains accurate and up to date. Subject to the terms of this Agreement, Merchants may use the Service to receive payments for goods or services provided to users.
(a) Payments via User Payment Method
Under this Agreement, users authorize Clavaa to initiate transactions using the user’s linked Payment Method to pay Merchants. By initiating a purchase, users authorize their Bank and relevant financial entities to process payments on behalf of the Merchant using funds debited from the user’s Payment Method. Merchants acknowledge that Clavaa facilitates transactions through U.S.-based financial institutions. Clavaa does not hold, manage, or directly transmit user funds at any point, ensuring a fully bank-managed payment flow. Once funds are successfully transferred to the Merchant’s account, the user’s payment obligation to the Merchant is considered fulfilled.

Merchants are responsible for understanding and complying with all applicable terms, fees, and requirements set by their financial institution, including any fees related to incoming ACH transfers. Payment processing via ACH is subject to standard clearing times, and Merchants should be aware that order fulfillment to users may be delayed until the transfer process is complete and funds are available in the Merchant’s account. Merchants should refer to their financial institution’s processing timelines to ensure they meet any fulfillment expectations or requirements.
3.2 Merchant Credits
Clavaa may support or facilitate the issuance of credits by Merchants (“Merchant Credits”) that can be redeemed exclusively with the issuing Merchant. Clavaa does not assume ownership of these credits and is not liable for any changes, modifications, or eliminations made to Merchant Credits by the issuing Merchant.
(a) Merchant-Specific Credits
From time to time, Merchants may choose to offer discounts or credits to users through the Service. These credits are solely the Merchant’s responsibility to manage and honor, including setting the terms, expiration dates, usage limitations, and any redemption conditions. Clavaa, at its discretion, may assist in the distribution or tracking of Merchant Credits, but Clavaa does not guarantee the value or validity of any credits issued.
Merchants understand that any Merchant Credits provided to users are not owned by users, do not have intrinsic monetary value, and will immediately expire if either the Service or the Merchant’s account with Clavaa is canceled or discontinued. Merchants are encouraged to clearly inform users of all terms, conditions, and expiration dates associated with any issued credits to avoid user disputes and misunderstandings.
3.3 Refunds and Adjustments
If a transaction with a user is canceled or rescinded, Clavaa may facilitate a refund by requesting that the Merchant return the applicable funds directly to the user’s original Payment Method. In the event that the user’s Payment Method is no longer valid or cannot accept the refund, Clavaa may require the Merchant to coordinate directly with the user to complete the refund. Clavaa may provide specific instructions to the Merchant for processing the refund if needed.
Clavaa reserves the right to request a reversal of payments or require refunds from the Merchant under certain conditions, including but not limited to:
The payment was made in error;
The transaction was declined, charged back, or reversed by the user’s financial institution;
The payment was unauthorized or fraudulent;
Insufficient funds were available in the user’s Payment Method at the time of transaction completion;
Clavaa resolves a dispute in favor of the user; or
The payment was made for restricted goods or services.
In such cases, Merchants may be required to reimburse the user for the full payment amount. Merchants are obligated to cooperate with Clavaa and any relevant financial entities in facilitating the reimbursement and ensuring compliance with applicable laws and regulations.
Merchants also agree to cooperate with Clavaa in addressing any user disputes or chargebacks. Clavaa may share relevant Merchant information with the user’s financial institution to assist in resolving chargebacks effectively and in a timely manner. Additionally, Merchants authorize Clavaa to collect, use, and share any necessary information, including transaction details, to facilitate the resolution of disputes, chargebacks, or refund requests.
Merchants are encouraged to maintain accurate transaction records and clearly communicate refund policies to users to minimize the occurrence of disputes and chargebacks.
3.4 Dwolla Account Requirement
In order to use the payment functionality of our application, you must open a “Dwolla Account” provided by Dwolla, Inc. and you must accept 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 us 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 our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at https://www.clavaa.com, help@clavaa.com, or 848-448-6951
4. Additional Terms and Conditions
4.1 Risk of Loss
Clavaa does not sell or deliver products; all products and services available through the Service are sold and delivered solely by Merchants or independent third parties that are not affiliated with or controlled by Clavaa. The title and risk of loss for any products or services purchased via the Service transfer according to the agreements between the Merchant and the user. Users should direct any issues with products or services to the applicable Merchant. Clavaa is not responsible for the quality, safety, legality, or any other aspect of goods or services provided by Merchants in connection with the Service. In case of disputes with Merchants regarding purchases, Clavaa may require users to resolve issues directly with the Merchant, including handling any necessary refunds.
4.2 Service Rules
By using the Service, you agree to refrain from prohibited activities, including but not limited to:
Copying, distributing, or disclosing any part of the Service, including automated scraping;
Using automated systems (e.g., “robots” or “spiders”) that exceed normal web browsing requests (search engines may use spiders solely for public indexing);
Sending spam or unsolicited communications;
Attempting to interfere with or compromise the Service’s security or integrity;
Taking actions that impose an unreasonable load on Clavaa’s infrastructure;
Uploading harmful software agents (e.g., viruses, worms);
Collecting personal information from the Service without permission;
Using the Service for unauthorized solicitation or fraud;
Impersonating others or misrepresenting affiliations;
Accessing Service content through unauthorized means;
Bypassing access restrictions; and
Any other activities Clavaa may notify you of from time to time.
4.3 Restricted Goods and Services and Transaction Review
Merchants are prohibited from using the Service to facilitate transactions involving certain restricted goods or services, which Clavaa considers inappropriate or high-risk (“Restricted Goods or Services”). Restricted Goods or Services include, but are not limited to:
Illegal goods or services;
Dangerous items, such as illegal drugs, psychoactive substances, weapons, ammunition, or tobacco;
Pornographic materials;
Products enabling fraudulent behavior (e.g., hacking software, fake documents);
Age-restricted goods prohibited by law for individuals under 18;
Gift cards; and
Any other goods or services designated as restricted by Clavaa.
Clavaa reserves the right to review payments at its discretion. If Clavaa identifies a potentially high-risk transaction, it may suspend or cancel the transaction. In such cases, funds may be returned to the original Payment Method, unless otherwise required by law. Clavaa disclaims liability for any issues resulting from transaction reviews, and you release Clavaa, the Merchant, and their affiliates from related liability.
4.4 Changes to the Service
Clavaa reserves the right to modify the Service at any time, including adding new services, changing features, or discontinuing parts of the Service without prior notice. Clavaa may terminate or suspend your access to the Service at its discretion, with or without notice or liability, in the event of a breach of this Agreement, non-payment, or for any other reason. If a User Account is terminated due to a breach of this Agreement, no refund will be provided for any unused credits. Termination does not relieve you of any obligations under this Agreement.
4.5 Service Location
The Service is operated from the United States, and Clavaa makes no representations regarding the availability or suitability of the Service for use outside the United States. Accessing the Service from jurisdictions where its content is prohibited is done at the user’s risk. Users are solely responsible for complying with local laws and regulations. The Service is unavailable to individuals from embargoed countries or entities restricted by the U.S. government.
5. Third-Party Links and Information
The Service may contain links or integrations with third-party services (e.g., bank account verification providers like Plaid). By using the Service, you agree to abide by the terms of these third-party services, such as Plaid’s End User Services Agreement. Clavaa disclaims responsibility for third-party websites, services, and content. Your dealings with third parties, including transactions, returns, and customer service, are solely between you and those parties. Clavaa is not liable for any loss or damage resulting from these interactions. If Clavaa cannot access your Payment Method information through a third-party provider, purchases via the Service may be restricted.
6. Our Proprietary Rights
6.1 Limited License
Subject to this Agreement, Clavaa grants you a non-exclusive, limited, non-transferable, freely revocable license to use the Service for personal, non-commercial use only, as permitted by the Service’s features. Clavaa reserves all rights not expressly granted within this Agreement regarding the Service and its proprietary content (the “Clavaa Content”). Clavaa may revoke this license at any time for any reason.
6.2 Our Ownership
The Service and all associated materials—such as software, images, text, graphics, illustrations, logos, patents, trademarks, and copyrights (collectively, the “Clavaa Content”)—are the exclusive property of Clavaa and its licensors. Except as specifically provided, nothing in this Agreement grants a license in or under Clavaa’s intellectual property rights. You agree not to sell, license, rent, modify, distribute, copy, reproduce, publicly display, publish, adapt, or create derivative works from any Clavaa Content without authorization.
6.3 Feedback
If you submit comments or suggestions regarding the Service (“Ideas”), you acknowledge that such disclosures are voluntary and without restriction, and Clavaa is free to use any Idea without compensation or obligation to you. Clavaa retains the right to use similar ideas previously known, developed, or obtained from sources other than your submission.

7. Your Proprietary Rights
By submitting or making available any data (“User Data”) through the Service, you grant, and represent and warrant that you have all rights necessary to grant, Clavaa a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, distribute, syndicate, and create derivative works from your User Data. This license applies to any form, media, or technology now known or developed in the future, for purposes related to the Service and Clavaa’s (including its successors’ and affiliates’) business operations.

8. Text Messaging and Calls
8.1 Transactional Communications
By providing your phone number, you consent to receive communications from Clavaa via manual dialing, prerecorded or artificial voice messages, or SMS/text messages. These messages may include security verifications (e.g., one-time passcodes, two-factor authentication), assistance with User Account access, transaction confirmations, or other necessary communications to manage your User Account or enforce this Agreement and Clavaa’s policies (“Transactional Text Messages”). These are essential communications and are not promotional in nature.
8.2 Promotional Text Messages
Clavaa may offer an option to enroll in SMS/text messages about updates, alerts, and promotional offers (“Promotional Text Messages”). By opting in, you consent to receive Promotional Text Messages at the phone number associated with your User Account. These messages may be sent using an automatic dialing system. Enrollment is not a condition of using the Service. If you change your mobile number, you will need to re-enroll to continue receiving Promotional Text Messages.
8.3 Certification, Acknowledgments, and Disclaimers
You certify that the phone number(s) provided to Clavaa are accurate, and you have authorization to receive calls and SMS/text messages at the provided number(s). Standard message and data rates may apply, and wireless carriers are not responsible for any delayed or undelivered messages. You are responsible for maintaining a valid mobile number.
To the extent permitted by law, Clavaa is not liable for any undelivered, delayed, or misdirected messages or any actions taken based on information sent via the Service.
8.4 Text Message Opt-Out and Customer Support
To opt out of Promotional Text Messages, text STOP, STOPALL, QUIT, END, CANCEL, or UNSUBSCRIBE to the Clavaa phone number listed in the Help Center or reply with one of these terms to any Promotional Text Message. To opt out of Transactional Text Messages, text STOP to any Transactional Text Message received from Clavaa.
After unsubscribing, you may receive a confirmation text. For additional support, reply HELP to one of Clavaa’s messages or contact support at help@clavaa.com.
To re-subscribe to Promotional Text Messages, text START, UNSTOP, or YES to a Clavaa text or contact Clavaa’s support at help@clavaa.com.
9. Termination
You may close your User Account and terminate your relationship with Clavaa at any time without cost. However, you will remain responsible for any obligations related to your User Account even after it is closed, including activities or transactions that occurred prior to termination. Upon closing your User Account, any Credits associated with your account are forfeited without refund. You may not close your User Account to avoid an investigation, while a transaction is pending, or if there is an open dispute or claim.
Clavaa reserves the right to terminate your User Account or access to the Service at any time, with or without cause, and without prior notice (except as required by law). If Clavaa terminates your account or if you request deletion of your personal information, you must seek refunds for purchases made from Merchants directly, unless Clavaa explicitly agrees to assist with the refund.
10. Indemnity
You agree to defend, indemnify, and hold harmless Clavaa, its subsidiaries, agents, licensors, managers, affiliated companies, and their employees, contractors, officers, and directors, from any and all claims, damages, obligations, losses, liabilities, costs, or debts, and expenses (including attorney’s fees) arising from:
Your use of and access to the Service, including data or content transmitted or received by you;
Your violation of any term of this Agreement;
Your violation of any third-party rights, including privacy or intellectual property rights;
Your violation of any applicable law or regulation;
Any content submitted via your User Account, including any misleading or inaccurate information;
Your willful misconduct; or
Any other party’s use of the Service with your phone, authentication PIN, or other security code.
11. No Warranty
THE SERVICE AND ANY CREDITS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” USE OF THE SERVICE AND/OR CREDITS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND CREDITS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLAVAA WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
WITHOUT LIMITING THE FOREGOING, CLAVAA, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT THAT THE CONTENT PROVIDED THROUGH THE SERVICE IS ACCURATE OR RELIABLE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE FROM DEFECTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEM OR LOSS OF DATA RESULTING FROM SUCH DOWNLOAD OR USE OF THE SERVICE.
FURTHERMORE, CLAVAA DOES NOT WARRANT OR ENDORSE ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY THIRD PARTIES THROUGH THE SERVICE OR THROUGH HYPERLINKED SITES, AND CLAVAA IS NOT LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS.
SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY STATE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAVAA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE. CLAVAA ASSUMES NO RESPONSIBILITY FOR DAMAGE OR LOSS CAUSED BY HACKING, TAMPERING, OR UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA.
TO THE EXTENT PERMITTED BY LAW, CLAVAA IS NOT LIABLE FOR:
ERRORS OR INACCURACIES IN CONTENT;
PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE SERVICE;
UNAUTHORIZED ACCESS TO OR USE OF CLAVAA’S SECURE SERVERS;
ANY INTERRUPTION OR CESSATION OF SERVICE TRANSMISSION;
BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS TRANSMITTED TO OR THROUGH THE SERVICE;
ERRORS OR OMISSIONS IN ANY CONTENT; OR
THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF THIRD PARTIES.
IN NO EVENT SHALL CLAVAA’S LIABILITY TO YOU EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID TO CLAVAA UNDER THIS AGREEMENT.
SOME STATES DO NOT ALLOW LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY BY STATE.

13. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
13.1 Governing Law
You agree that: (i) the Service shall be deemed based solely in New Jersey, and (ii) the Service shall be considered passive, not giving rise to personal jurisdiction over Clavaa in jurisdictions other than New Jersey. This Agreement and any disputes arising from it shall be governed by the internal substantive laws of the State of New Jersey, without regard to conflict of laws principles. The parties acknowledge that this Agreement involves interstate commerce; thus, to the fullest extent permitted by law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) will govern the interpretation and enforcement of the Arbitration Agreement, preempting all state laws. If the FAA is found not to apply to any issue within this Agreement, that issue shall be governed by the law of your state of residence. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.
For actions requiring injunctive or equitable relief to prevent actual or threatened infringement, misappropriation, or violation of Clavaa’s data security, intellectual property rights, or other proprietary rights, you agree to submit to the exclusive jurisdiction of the federal and state courts located in New Jersey. Any appeal of an arbitration award or court proceedings in the event the Arbitration Agreement is unenforceable will take place in New Jersey.
13.2 Arbitration Agreement
READ THIS SECTION CAREFULLY AS IT REQUIRES YOU AND CLAVAA TO RESOLVE DISPUTES EXCLUSIVELY THROUGH BINDING ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
This Arbitration Agreement governs any dispute, controversy, or claim between you and Clavaa that arises from or relates to this Agreement, including but not limited to:
The formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability of this Agreement;
Access to or use of the Service, including advertising and marketing communications;
Transactions conducted via the Service; and
Any other aspect of your relationship with Clavaa, whether arising before or after your acceptance of this Agreement.
This Arbitration Agreement applies to all claims, including those that arose before you accepted this Agreement.
Opt-Out: New Clavaa users may opt out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing help@clavaa.com with your full name and a statement of intent to opt out. Opting out of this Arbitration Agreement will not affect other provisions of this Agreement, including Governing Law and jurisdiction.
Informal Resolution: Before initiating arbitration, you agree to attempt to resolve disputes informally by contacting us at help@clavaa.com. If Clavaa cannot resolve the dispute within 60 days, either party may initiate arbitration proceedings.
Arbitration Procedures: Any claims unresolved through informal discussions will be settled exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Expedited Procedures. Arbitration will be conducted in your U.S. county of residence or in New Jersey. If you use the Service for commercial purposes, each party is responsible for their AAA fees, and the arbitrator’s award may include costs, reasonable attorneys’ fees, and expert witness costs. For individual, non-commercial use, (i) the AAA may require you to pay a filing fee unless you qualify for a waiver; (ii) the arbitrator’s award may include your arbitration costs, attorneys’ fees, and expert witness costs; and (iii) you may also pursue claims in small claims court if eligible.
Arbitrator Authority: The arbitrator has exclusive authority to resolve disputes regarding the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including claims of unconscionability or voidability. The arbitrator will also decide threshold arbitrability issues, including whether the Agreement is illusory or subject to defenses like waiver or estoppel.
Injunctive Relief: This Section does not prevent Clavaa from seeking court-issued injunctive or equitable relief to protect data security, intellectual property, or proprietary rights. You may also bring claims in small claims court if they remain solely in such court and are advanced only on an individual basis.
Severability: If any part of this Arbitration Agreement is found unenforceable, that portion shall be severed, with the remainder remaining enforceable. If the Class Action/Jury Trial Waiver is found unenforceable because it prevents public injunctive relief, only the specific relief claim may be litigated in court, while all other claims remain subject to arbitration.
13.3 Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE USED THE SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. YOU AND CLAVAA WAIVE THE RIGHT TO A JURY TRIAL AND AGREE NOT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS YOU AND CLAVAA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
By entering this Agreement, you waive the right to bring, join, or participate as a class member in any class, collective, private attorney general, or other representative action. You also waive the right to a trial by jury and agree that any relief awarded by the arbitrator shall be limited to individual relief. Any relief may not affect other Clavaa users.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAVAA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE. CLAVAA ASSUMES NO RESPONSIBILITY FOR DAMAGE OR LOSS CAUSED BY HACKING, TAMPERING, OR UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA.
TO THE EXTENT PERMITTED BY LAW, CLAVAA IS NOT LIABLE FOR:
ERRORS OR INACCURACIES IN CONTENT;
PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE SERVICE;
UNAUTHORIZED ACCESS TO OR USE OF CLAVAA’S SECURE SERVERS;
ANY INTERRUPTION OR CESSATION OF SERVICE TRANSMISSION;
BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS TRANSMITTED TO OR THROUGH THE SERVICE;
ERRORS OR OMISSIONS IN ANY CONTENT; OR
THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF THIRD PARTIES.
IN NO EVENT SHALL CLAVAA’S LIABILITY TO YOU EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID TO CLAVAA UNDER THIS AGREEMENT.
SOME STATES DO NOT ALLOW LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE ADDITIONAL RIGHTS THAT VARY BY STATE.

13. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
13.1 Governing Law
You agree that: (i) the Service shall be deemed based solely in New Jersey, and (ii) the Service shall be considered passive, not giving rise to personal jurisdiction over Clavaa in jurisdictions other than New Jersey. This Agreement and any disputes arising from it shall be governed by the internal substantive laws of the State of New Jersey, without regard to conflict of laws principles. The parties acknowledge that this Agreement involves interstate commerce; thus, to the fullest extent permitted by law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) will govern the interpretation and enforcement of the Arbitration Agreement, preempting all state laws. If the FAA is found not to apply to any issue within this Agreement, that issue shall be governed by the law of your state of residence. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.
For actions requiring injunctive or equitable relief to prevent actual or threatened infringement, misappropriation, or violation of Clavaa’s data security, intellectual property rights, or other proprietary rights, you agree to submit to the exclusive jurisdiction of the federal and state courts located in New Jersey. Any appeal of an arbitration award or court proceedings in the event the Arbitration Agreement is unenforceable will take place in New Jersey.
13.2 Arbitration Agreement
READ THIS SECTION CAREFULLY AS IT REQUIRES YOU AND CLAVAA TO RESOLVE DISPUTES EXCLUSIVELY THROUGH BINDING ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
This Arbitration Agreement governs any dispute, controversy, or claim between you and Clavaa that arises from or relates to this Agreement, including but not limited to:
The formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability of this Agreement;
Access to or use of the Service, including advertising and marketing communications;
Transactions conducted via the Service; and
Any other aspect of your relationship with Clavaa, whether arising before or after your acceptance of this Agreement.
This Arbitration Agreement applies to all claims, including those that arose before you accepted this Agreement.
Opt-Out: New Clavaa users may opt out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing help@clavaa.com with your full name and a statement of intent to opt out. Opting out of this Arbitration Agreement will not affect other provisions of this Agreement, including Governing Law and jurisdiction.
Informal Resolution: Before initiating arbitration, you agree to attempt to resolve disputes informally by contacting us at help@clavaa.com. If Clavaa cannot resolve the dispute within 60 days, either party may initiate arbitration proceedings.
Arbitration Procedures: Any claims unresolved through informal discussions will be settled exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Expedited Procedures. Arbitration will be conducted in your U.S. county of residence or in New Jersey. If you use the Service for commercial purposes, each party is responsible for their AAA fees, and the arbitrator’s award may include costs, reasonable attorneys’ fees, and expert witness costs. For individual, non-commercial use, (i) the AAA may require you to pay a filing fee unless you qualify for a waiver; (ii) the arbitrator’s award may include your arbitration costs, attorneys’ fees, and expert witness costs; and (iii) you may also pursue claims in small claims court if eligible.
Arbitrator Authority: The arbitrator has exclusive authority to resolve disputes regarding the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including claims of unconscionability or voidability. The arbitrator will also decide threshold arbitrability issues, including whether the Agreement is illusory or subject to defenses like waiver or estoppel.
Injunctive Relief: This Section does not prevent Clavaa from seeking court-issued injunctive or equitable relief to protect data security, intellectual property, or proprietary rights. You may also bring claims in small claims court if they remain solely in such court and are advanced only on an individual basis.
Severability: If any part of this Arbitration Agreement is found unenforceable, that portion shall be severed, with the remainder remaining enforceable. If the Class Action/Jury Trial Waiver is found unenforceable because it prevents public injunctive relief, only the specific relief claim may be litigated in court, while all other claims remain subject to arbitration.
13.3 Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE USED THE SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. YOU AND CLAVAA WAIVE THE RIGHT TO A JURY TRIAL AND AGREE NOT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS YOU AND CLAVAA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
By entering this Agreement, you waive the right to bring, join, or participate as a class member in any class, collective, private attorney general, or other representative action. You also waive the right to a trial by jury and agree that any relief awarded by the arbitrator shall be limited to individual relief. Any relief may not affect other Clavaa users.

14. General Provisions
14.1 Assignment
This Agreement, and any rights and licenses granted within it, may not be transferred or assigned by you but may be assigned by Clavaa without restriction. Any attempted transfer or assignment by you in violation of this provision is null and void.
14.2 Notification Procedures and Changes to the Agreement
Clavaa may provide notifications to you, whether required by law or for other business purposes, via email, written or hard copy notice, or by posting notices on our website, as determined by Clavaa at our sole discretion. We reserve the right to determine the form and means of providing notifications to Users. You may opt out of certain types of notifications as permitted by this Agreement. Clavaa is not responsible for any automatic filtering you or your network provider may apply to email notifications sent to the email address you provided.
Clavaa may modify or update this Agreement from time to time, and you should review this page periodically. When we make material changes to the Agreement, we will update the “last modified” date at the top of the page and notify you of significant changes. Your continued use of the Service after such changes constitutes acceptance of the new Terms of Service. If you do not agree with the terms of this Agreement or future changes, do not use or continue to access the Service.
14.3 Entire Agreement/Severability
This Agreement, along with any amendments or additional agreements you may enter into with Clavaa related to the Service, constitutes the entire agreement between you and Clavaa regarding the Service. Except as stated in Section 13.2, if any provision of this Agreement is found invalid by a court of competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions, which will continue in full force and effect.
14.4 Survival
Any terms of this Agreement that, by their nature, are intended to extend beyond termination of the Agreement will remain effective until fulfilled. Subject to Applicable Law, Clavaa may retain personal information as needed to process refunds, chargebacks, or other transactions, or as required by law.
14.5 No Waiver
No waiver of any term in this Agreement shall be deemed a waiver of any other term, and Clavaa’s failure to assert any right or provision of this Agreement does not constitute a waiver of such right or provision.
14.6 California Residents
If you are a California resident, you may contact Clavaa at the following address for service-related questions or complaints:
Clavaa LLC, 20 Chelsea Ct, Lakewood, NJ 08701.
For additional assistance, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210 or (916) 445-1254.
14.7 Contact
For questions regarding this Agreement, please contact us at help@clavaa.com.