Clove Terms of Service

This Services Agreement (“Agreement”) sets out the terms and conditions that apply to your access and use of the website located at https://helloclove.com (the “Website”) owned and operated by Clove Fintech Inc. (“Clove”, “we”, “our” or “us”), and the services available thereon, including the financial services platform developed and maintained by Clove (the “Clove Platform”) and all data, information and content provided thereon (the "Clove Data") (collectively, the “Clove Services”).

1 - Definitions

Unless defined elsewhere in this Agreement, the following defined terms shall have the meaning set out below:

"Account" means the Subscriber's user account established to access and use the Clove Platform, which includes the Subscriber's login credentials, associated user IDs, and any linked third-party bank account information.

“Affiliates” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person

“Control” means possession, directly or indirectly, of the power to direct or cause the direction of the board of directors, the management and/or the policies of Persons through ownership of voting securities, contract, voting trust or otherwise.

“Force Majuere Event” means any event or circumstance beyond the reasonable control of a Party, including without limitation acts of God, war, terrorism, civil disturbances, strikes, labor disputes, natural disasters, fire, flood, pandemic or epidemic, governmental actions, or any other similar event that prevents or delays a Party from performing its obligations under this Agreement.

"Governmental Authority" means a federal, provincial, territorial, municipal, local, or other government or government department, division, agency, board, or other authority (including a court of law).

“Person” means and includes any natural person, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, limited liability company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, any Governmental Authority, and the heirs, executors, administrators, or other legal representatives of a natural person, as the case may be.

“Service Provider” means any unaffiliated third-party entity retained by Clove to provide any of the Clove Services on behalf of Clove to the Subscriber.

“Subscriber” means a Person or Persons that have registered for an Account for the Clove Services.

“Subscriber Fees” means those fees in connection with the Clove Services, and includes any subscription fee, statement fee, third-party fee and all other applicable fees and other charges as made available on the Clove Platform, which fees are exclusive of applicable Taxes.

“Subscriber Information” means any Confidential Information provided by Subscriber to Clove to enable Clove to perform its obligations under the Agreement.

“Taxes” means any tax or assessment of any kind, including but not limited to sales, use, services, license, income, franchise, business, occupation, property, excise, gross receipts, turnover, value added tax, goods and services tax, stamp, withholding tax, consumption taxes, service tax, equalization levy and customs duties or fees and any fines, penalties, surcharges, interest, or additions-to-tax attaching thereto. Subscriber must submit applicable documentation to receive tax exempt status.

2 - CLOVE SERVICES

1. Clove Platform & Clove Data

Subject to Subscriber’s completion of the Account acceptance process as set out in Section 2.2 and Subscriber’s compliance with this Agreement, Clove will provide access to the Clove Services. Clove hereby grants Subscriber a non-exclusive, non-transferable, limited and revocable right to access the Clove Services during the term of this Agreement, solely for use by the Subscriber for its internal business purposes.
Subscriber may allow other individuals to access and use their Account to support Subscriber’s use of the Clove Services (“Taxes”). Users may only access and use the Clove Services with their specific login credentials. Subscriber is responsible for any and all activity occurring in their Account associated with their Users.
Except as set out herein, Subscriber shall not, directly, or indirectly, redistribute, sell, sublicense, lease, transfer, or otherwise make the Clove Services available to any third party, whether for commercial or non-commercial purposes, without the prior written consent of Clove.
Subscriber agrees to retain the Clove Data in strict confidence and to implement appropriate security measures to protect against unauthorized access, use, or disclosure of the Clove Data. Subscriber shall not modify, copy, reproduce, or create derivative works from the Clove Services without the prior written consent of Clove. Subscriber is expressly prohibited from engaging in any reverse engineering, decompilation, or disassembly of the Clove Platform or any part thereof.
This Section 2.1 shall survive the termination or expiration of this Agreement indefinitely.

2. Account Acceptance and Clove Services

To complete the Account acceptance process, Subscriber will provide Clove with information and documents, which includes information necessary for Clove’s compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA"), and other Applicable Law relating to anti-money laundering ("AML"), Know-Your-Customer ("KYC"), counter-terrorist financing, sanctions screening requirements, or any other similar legal obligations, in each case, as determined by Clove in its sole discretion. Subscriber hereby authorizes Clove, or any third-party Service Provider, to take any measures that Clove considers necessary to verify and authenticate Subscriber’s or any Authorized Persons identity, confirm the information Subscriber submits with respect to an Account, and to take any action Clove deems necessary based on the information provided. Clove reserves the right to conduct regular audits and reviews of Subscriber’s information and activities to ensure ongoing compliance with financial regulations, including but not limited to PCMLTFA, AML, and KYC requirements. Subscriber agrees to cooperate fully with such audits and reviews.
Clove is entitled to rely upon any information, data, and documents provided in connection with the Clove Services. Subscriber acknowledges that Clove has no duty to detect errors, or inquire into or investigate the legality, validity, completeness, or accuracy of any information, data, or documents provided to Clove in connection with the Clove Services.
Upon completion of the Account acceptance process, Subscriber will designate to Clove one or more persons authorized to have access and provide instructions with respect to the Account (each, an "Authorized Person"). Subscriber is solely responsible for designating to Clove all Authorized Persons, for advising Clove of the removal of any Authorized Persons, and for all actions of Authorized Persons.
In providing the Clove Services, Clove will act only upon receipt of any direction, instruction, or request submitted by an Authorized Person through a designated email address or through the Clove Services (an "Authorized Instruction").
Clove, in its sole discretion, will determine whether the provision of the Clove Services or an Authorized Instruction complies with Applicable Law and may decline any Authorized Instruction if Clove reasonably believes that:
- Subscriber is not in compliance with this Agreement
- An instruction does not originate from an Authorized Person or a User designated to provide an Authorized Instruction
- There is unauthorized access, unusual activity, involvement in ransomware payments, or improper use of Subscriber information
- An Authorized Instruction may violate Applicable Law
- Clove is required to do so by a Governmental Authority
- or A Force Majeure Event occurs.
Clove is entitled to rely upon any Authorized Instruction provided in connection with the Clove Services and Subscriber acknowledges that Clove has no duty to detect errors, or inquire into or investigate the legality, validity, completeness, or accuracy of any Authorized Instruction. Clove will only act upon an Authorized Instruction and is released and held harmless by Subscriber for acting upon the Authorized Instruction, including acting upon conflicting, superseded, or otherwise varying Authorized Instructions from multiple Authorized Persons.

3. Breach of security

In the event of a security breach that compromises the confidentiality or integrity of the Clove Services or Subscriber Information, Subscriber shall immediately notify Clove in writing. Subscriber shall cooperate fully with Clove in investigating and remediating the breach, including providing any necessary assistance, information, or access to systems. Subscriber shall bear all costs associated with the investigation, remediation, and any necessary notifications to affected parties.
If a security breach is caused by Subscriber's negligence or intentional misconduct, Subscriber shall be solely responsible for any damages, losses, or liabilities incurred by Clove, including but not limited to costs, expenses, legal fees, and any fines or penalties imposed by regulatory authorities.
Clove reserves the right to take immediate action, including suspending or terminating Subscriber's access to the Clove Services, in the event of a security breach or suspected breach, to protect its own interests and the interests of other subscribers. Clove shall not be liable to Subscriber or any third party for any losses or damages arising from such suspension or termination.
This Section 2.3 shall survive the termination or expiration of this Agreement indefinitely.

4. Suspension or Termination

Clove may, in its sole discretion, suspend, terminate, or otherwise deny access to, or use of, all or any part of the Clove Services by Subscriber or any other Person or terminate this Agreement, without incurring any resulting obligation or liability, if:
- Clove receives an order from a Governmental Authority that expressly or by reasonable implication requires Clove to do so; or
- Clove believes, in its sole discretion, that:
Clove may also put a hold on the Subscriber’s Account to verify new or updated personal information regarding the Subscriber’s Account, and Clove may maintain the hold until Clove confirms this information (which confirmation may require supporting documentation from the Subscriber). Where Clove has reasonable grounds to suspect that a potentially suspicious or illegal transaction has occurred through the Clove Services that may violate the PCMLTFA or other Applicable Law, Clove or its third-party Service Providers may report information about Subscriber and any associated transaction(s) to the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) and any other relevant law enforcement or regulatory body as required.
Upon termination or expiration of this Agreement, Subscriber shall immediately cease using the Clove Services and shall return or destroy all copies of the Clove Data in its possession or control, including any electronic copies.

5. Audit Rights

Clove reserves the right to audit Subscriber's use of the Clove Services to ensure compliance with the terms of this Agreement. Subscriber agrees to cooperate fully with any such audit and provide access to pertinent records and systems as requested by Clove.

3 - FEES

The current Subscription Fees for the Clove Services are available at www.helloclove.com/pricing. Subscriber may choose to purchase a subscription to the Clove Services for a specified period. Unless otherwise agreed to by Clove, Subscriber Fees will be billed in advance for the Clove Services, either as a monthly or annual subscription. All Subscriber Fees will be deducted from Subscriber’s active payment method on their Account within 7 days from the date of invoice. Transaction fees, calculated based on the number of transactions in the previous month, will be debited at the end of each month. Subscribers agree to maintain an active payment method on their Account.
Clove may use third-party Service Providers for payment processing, disclosing information as necessary. The Subscriber hereby expressly authorizes Clove or its agents to charge or withdraw all fees incurred under this Agreement to such applicable payment source and such authorization will survive termination of this Agreement until there are no charges owing by the Subscriber under this Agreement. The Subscriber must comply with the terms of all agreements between Subscriber and any third-party payment processors, and if Subscriber has any disputes regarding the processing of any payment, then Subscriber must deal directly with those third parties to resolve the disputes. If for any reason Clove is unable to obtain automatic payment using the designated payment source, Subscriber will immediately pay Clove the amount due and provide Clove with an alternative payment method for future payments.
If Subscriber has an insufficient balance on their active payment method for their Account to pay the Subscriber Fees, Clove will provide written notice to the Subscriber of such insufficient balance. Subscriber shall have 7 days after receiving Clove’s notice to pay any Subscriber Fees owing to Clove. If payment is not received within 7 days after Subscriber is notified of an insufficient balance or outstanding Fees, Clove may offset such amounts from any account owned or controlled by Subscriber.
Subscriber Fees are nonrefundable. Unpaid fees may accrue interest at the lesser of 1% per month or the highest rate permitted by Applicable Law. Clove reserves the right to suspend the Clove Services until all outstanding fees are paid.
Clove reserves the right to modify the Subscriber Fees at its sole discretion, provided that changes will not apply retroactively to Subscriber Fees incurred prior to the effective date of such changes. Changes to Subscriber Fees will take effect immediately upon publication on the Clove Services or upon other notice to the Subscriber.

4 - OWNERSHIP OF INTELLECTUAL PROPERTY

4.1 Ownership of Intellectual Property

Subscriber acknowledges and agrees that all intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents, in and to the Clove Services, and any modifications, enhancements, or derivative works thereof, are the exclusive property of Clove.
As between Subscriber and Clove, Clove owns the Clove Services and any improvements or modifications to the Clove Services, and all intellectual property rights therein. All suggestions, comments, feedback, data (including metadata), insights, ideas or know-how, in any form, regarding the Service (including any of its functionality), including those derived from our monitoring and analysis of your use of the Clove Services will be the sole property of Clove. To the extent Subscriber has or obtains any right, title or interest in such feedback, Subscriber hereby assigns to Clove all right, title and interest to such feedback (including any intellectual property rights therein) and agrees to perform such further acts as may be reasonably necessary to evidence such assignment.
Clove owns all Clove Data and Subscriber owns all Subscriber Information.
Subscriber shall not remove any copyright, trademark, or other proprietary notices of Clove or any third party on any materials received from Clove and each Subscriber will reproduce all such notices on all copies of such materials.
This Section 4.1 shall survive the expiry or earlier termination of this Agreement indefinitely.

5 - SERVICE LEVELS

5.1.Subscriber’s Bank Accounts and Platforms

Subscriber acknowledges and agrees that that while Clove, through the Clove Services, provides a centralized interface for accessing and managing multiple business bank accounts of the Subscriber, Clove expressly disclaims any responsibility, liability, or control over the operations, technology, functionality, security, data, or services provided by third-party financial institutions ("External Bank Systems").
Any issues arising from the use of External Bank Systems, including but not limited to errors, service outages, security breaches, or unauthorized access, are the sole responsibility of the respective financial institutions and the Subscriber.
The Subscriber acknowledges and agrees that they are solely responsible for the management and operation of their accounts within External Bank Systems. This includes but is not limited to ensuring the accuracy of information, maintaining secure login credentials, and complying with all applicable terms and conditions imposed by the financial institutions.
While Clove implements robust security measures to protect data transmitted through the Clove Services, it cannot guarantee the security of data once it is transmitted to or from External Bank Systems. The Subscriber is responsible for ensuring appropriate security measures are in place when interfacing with their External Bank Systems.
Clove does not endorse or warrant any products, services, or functionalities provided by External Bank Systems. The Subscriber uses these systems at their own risk, and Clove is not liable for any losses, damages, or liabilities arising from the Subscriber's use or reliance on External Bank Systems.

5.2.Scheduled Downtime

Clove will use commercially reasonable efforts to:

schedule downtime for routine maintenance of the Clove Services; and
give Subscriber at least 24 hours prior notice of all scheduled outages of the Clove Services.

5.3. Service Support

The Clove Services may include Clove’s standard customer support services (the "Support Services"). Clove may amend the Support Services from time to time in its sole discretion. Subscriber may purchase enhanced support services separately at Clove’s then current rates.

5.4 Modification of Services

Clove reserves the right to modify the Clove Services, including any features or functionality, at its sole discretion. Routine updates, enhancements, or fixes may be implemented without prior notice to the Subscriber. For material changes that may significantly alter the Subscriber's use of the Clove Services, Clove will provide Subscriber with written notice via email, the Clove Services, or other electronic means.

5.5. Limitations on Services

Subscriber agrees that Clove will only perform the Clove Services, and no additional duties or obligations will be implied. Clove will not provide any legal, investment, tax, or accounting planning, advice, discretion, or recommendation whatsoever regarding any Account or the Clove Services. Subscriber further acknowledges and agrees that Subscriber is fully responsible for Subscriber’s decisions regarding the Account, Authorized Instructions and all transactions on Subscriber’s Account and agrees that Clove, its officers, directors, employees, representatives, agents and affiliates will have no liability for any decisions, Authorized Instructions or transactions. In providing the Clove Services, Clove has no duty to inquire as to the provisions of or application of any agreement or document other than this Agreement.

6 - REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1. Subscriber's Representations and Warranties

Subscriber hereby represents and warrants as follows:

Subscriber has the legal capacity to enter into this Agreement and is not restricted under any law or regulation from using the Clove Services.
If the Subscriber is a corporation or other entity, Subscriber has all necessary power and authority to execute and perform this Agreement, and this Agreement is its legal, valid, and binding agreement, enforceable against Subscriber in accordance with its terms
If the Subscriber is an individual, they are a resident of Canada, or if the Subscriber is a corporation or other entity, it is duly incorporated or organized, validly existing, and in good standing under the laws of Canada or a province or territory thereof
That all information Subscriber provides to Clove in accordance with this Agreement is and will be truthful, accurate, complete, current and correct in all respects and Subscriber will notify Clove immediately if any such information is no longer complete, correct, current and accurate in all respects
Neither the execution of nor performance under this Agreement by Subscriber violates any Applicable Law or any agreement, document or instrument, binding on or applicable to Subscriber
It will comply with all Applicable Law including the PCMLTFA and all other Applicable Laws related to AML, KYC, counter-terrorist financing, sanctions requirements, in performing its obligations in accordance with this Agreement
It will:

fully satisfy Clove’s information requests and other requirements, including those relating to Authorized Persons and External Bank Systems, and keep current any provided information
notify Clove if the Subscriber becomes a target of any action, investigation or prosecution related to this Agreement, the Clove Services, or Subscriber’s External Bank Systems; and
provide Clove full cooperation in connection with any inquiry or investigation of Clove made or conducted by any Canadian federal or provincial authority

Neither Subscriber nor any Authorized Persons is directly or indirectly owned or Controlled by, any person or entity that:

is a target of economic sanctions or is included on the Specially Designated Nationals and Blocked Persons or the Consolidated Sanctions List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), any sanctions-related list maintained by the Government of Canada under the Special Economic Measures Act, or any similar list maintained by any Governmental Authority from time to time; or
is located, organized, or resident in a country or territory that is the target of sanctions imposed by OFAC or any Governmental Authority;

Neither the Subscriber, nor any Person or entity acting on its behalf, nor any of its suppliers or subcontractors, knowingly engages in or supports any practices involving forced labour, child labour, or other forms of exploitative labour as prohibited by the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) or any applicable laws or regulations in jurisdictions where the Subscriber operates; and

6.2. Subscriber Covenants

Subscriber hereby covenants as follows:

Subscriber and its Users will comply with the terms and conditions of this Agreement, any and all Applicable Laws, and any additional guidelines or policies provided by Clove, applicable to the Subscriber’s use of the Clove Services and receipt of the Clove Services.
Subscriber agrees to provide Clove with information related to Subscriber’s receipt of the Clove Services that is reasonably requested by Clove, if such information is reasonably necessary in order to enable Clove to assess the identity of persons or entities using the Clove Services, maintain the integrity of the Clove Services, or to comply with Applicable Laws, and such information will be accurate and complete in all material respects and subject to the confidentiality provisions of Section 9.
Subscriber agrees not to use the Clove Services for business activity related to the purchase or sale of illegal, controlled, or prohibited goods or services, and will not use its Account in connection with a Person for whom it is prohibited by Applicable Law to do so, including: (a) a Person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in Canada; (b) a Person who is, or is alleged to be, a member of or associated with, a criminal organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorists groups, or any person known, or suspected by you, to be involved in terrorist activities; or (c) a Person who is listed as a politically exposed person under applicable anti-bribery laws.
Subscriber shall provide all necessary information and documentation required by Clove to perform AML and KYC verifications before accessing the Clove Services. Subscriber agrees that Clove may share Subscriber Information with its third-party Service Providers to maintain compliance with AML and KYC requirements. Subscriber agrees to promptly update any information and provide additional documentation as required by Clove to maintain compliance with AML and KYC requirements on an ongoing basis.

7 - TERM

7.1. Term and Termination

This Agreement, as amended from time to time, will continue in effect unless and until terminated in accordance with this Agreement.

If the subscription is on a month-to-month basis, it will automatically renew for subsequent one-month terms unless Subscriber gives written notice to Clove at least 14 days before the expiration of the then-current term advising that it wishes to terminate this Agreement.
If the subscription is on an annual basis, it will automatically renew for subsequent one-year terms unless Subscriber gives written notice to Clove at least 30 days before the expiration of the then-current term advising that it wishes to terminate this Agreement. Such termination will be effective at the end of the then-current annual commitment period.

Clove may terminate this Agreement for convenience at any time by providing Subscriber with 14 days' prior written notice.
Clove may terminate this Agreement immediately in the following circumstances:

Bank Brain becomes aware or has a reasonable belief that Subscriber:

is, may be, or is about to be engaged in any activity that is illegal, fraudulent, or otherwise in violation of Applicable Law;
has provided false, misleading, or incomplete information to Clove in connection with this Agreement or the Account
has failed to comply with any request from Clove for information or documentation necessary for Clove to meet its obligations under Applicable Law including but not limited to laws related to anti-money laundering, counter-terrorism financing, or economic sanctions; or
is engaging in activity or behaviour that could reasonably cause reputational, financial, or regulatory harm to Clove.

Subscriber materially breaches this Agreement or fails to perform any of its obligations hereunder;
termination is deemed appropriate by Clove to comply with Applicable Law.

Each Party's continuing obligations under this Agreement, including, without limitation, those relating to "Indemnification" and "Confidentiality", will survive the termination of this Agreement.

8 - LIMITATION OF LIABILITY AND INDEMNITY

8.1. Limitation of Liability & Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLOVE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS 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, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE CLOVE SERVICES OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF CLOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL CLOVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR THE SUBSCRIBER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOVE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF CLOVE’S SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) 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 CLOVE SERVICES; (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; AND/OR (VIII) ANY ACTION TAKEN OR OMITTED BY ANY SERVICE PROVIDER OR OTHER THIRD PARTY.
Neither Clove nor its directors, managers, officers, Affiliates, subsidiaries, shareholders, employees or agents make any warranty with respect to, and no such party shall have any liability to Subscriber (i) for the accuracy, timeliness, completeness, reliability, performance or continued availability of the Clove Services; (ii) for delays, omissions or interruptions therein; (iii) for the acts or omissions of any Authorized Person authorized by Subscriber to utilize the Clove Services on behalf of Subscriber; or (iv) for the acts or omissions of Clove or any other third party. Clove shall have no duty or obligation to verify any information displayed on the Clove Services. Subscriber acknowledges and agrees that the Clove Services does not and shall not serve as the primary basis for any decisions made by Subscriber and that Clove is not an advisor or fiduciary of Subscriber.
Subscriber shall indemnify, protect, and hold harmless Clove, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including lawyer’s fees) resulting from or arising out of (i) Subscriber's breach of this Agreement or unauthorized use of the Clove Services; (ii) any data breach or security incident involving Subscriber’s systems or information; (iii) infringement of any intellectual property rights by Subscriber; (iv) any act or omission by any Person obtaining access to the Clove Services (other than through the fault or negligence of Clove), whether or not Subscriber has authorized such access; and (v) any act or omission of any Person or User acting under authorization and on behalf of Subscriber in connection with the use of the Clove Services.
Notwithstanding the terms of Section 8.1, in the event that Clove is determined to be liable to Subscriber for any cause, Subscriber expressly agrees that in entering into this Agreement, Clove’s aggregate liability, for all causes of action, will not exceed the total Subscription Fees (excluding any applicable Taxes) paid to Clove by Subscriber in the previous six months from the date of the occurrence of the liability.
This Article 8.1 shall survive the expiry or earlier termination of this Agreement indefinitely.

8.2. No Warranty

THE CLOVE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE CLOVE SERVICES IS AT SUBSCRIBER’S RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLOVE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLOVE OR THROUGH THE CLOVE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CLOVE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE CLOVE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CLOVE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CLOVE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE CLOVE SERVICES. SUBSCRIBER FURTHER ACKNOWLEDGES AND AGREES THAT CLOVE CANNOT BE RELIED UPON AS THE PRIMARY BASIS FOR ANY BUSINESS DECISIONS. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ANY DECISIONS MADE BY SUBSCRIBER BASED ON THE CLOVE DATA AND THE CLOVE SERVICES ARE SOLELY AT SUBSCRIBER'S OWN RISK AND DISCRETION. SUBSCRIBER ASSUMES FULL RESPONSIBILITY FOR EVALUATING THE ACCURACY, RELIABILITY, AND COMPLETENESS OF THE CLOVE DATA AND FOR ANY CONSEQUENCES THAT MAY ARISE FROM THE USE OR RELIANCE ON SUCH DATA. CLOVE DOES NOT GUARANTEE THAT ACCESS TO THE CLOVE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SUBSCRIBER ACKNOWLEDGES THAT THE CLOVE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLOVE SHALL NOT BE LIABLE FOR ANY INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE CLOVE SERVICES, NOR FOR ANY LOSS OF DATA THAT MAY OCCUR DURING TRANSMISSION. SUBSCRIBER AGREES THAT ANY RELIANCE ON THE AVAILABILITY OF THE CLOVE SERVICES IS AT THEIR OWN RISK.CLOVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CLOVE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CLOVE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN SUBSCRIBER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9 - CONFIDENTIALITY

9.1. Confidentiality

Subject to Section 9.2, any and all information and knowledge relating to this Agreement and the business affairs of a Party or its Affiliates that the other Party may acquire under the terms of this Agreement, or by virtue of the relationship between the Parties created by this Agreement or by either Party or its employees arising out of or related to the provision or use of the Clove Services, including but not limited to trade secrets, processes, software, and other proprietary data, research, information or documentation related thereto (collectively, "Confidential Information"), shall be considered confidential and each Party agrees to hold such information in strict confidence and not to disclose such information to third parties (other than to its employees, its Affiliates and their employees or its agents) or to use such information for any purpose whatsoever other than as contemplated by this Agreement and to advise each of its employees, Affiliates and agents who may be exposed to any Confidential Information of their obligations to keep such information confidential in accordance with this Section 9.1.

9.2. Exceptions

The confidentiality obligations in Section 9.1 shall not apply:

to any Confidential Information that is already in the public domain or becomes, after having been disclosed to a Party, generally available to the public through publication or otherwise unless the publication or other disclosure was made directly or indirectly by the Party or its representatives in breach of this Agreement
to prevent a Party from disclosing Confidential Information in confidence to its representatives to the extent reasonably necessary to allow that Party to perform its obligations under this Agreement on a need to know basis, provided that the disclosing Party shall be responsible for compliance with this Section 9 by each Person to whom it has made disclosure under this Section 9.2 (b)
to prevent a Party from disclosing Confidential Information that is required to be disclosed by Applicable Laws, stock exchange requirements or to satisfy a Party's corporate accounting principles and reporting procedures
to prevent a Party from disclosing Confidential Information in confidence to Affiliates, consultants, contractors, advisors, insurers, ratings agencies, banks or other financial institutions, underwriters and investors and their advisors on a need-to-know basis, provided that: (i) such Confidential Information shall not be disclosed to investors in respect of a new public financing; and (ii) only such Confidential Information as is reasonably required to be disclosed shall be disclosed
to aggregated or anonymized data created from Confidential Information.

9.3. Irreparable Harm

Each Party hereunder acknowledges that all Confidential Information is proprietary to its respective discloser and that breach of this Agreement by a Party shall result in irreparable harm to the other Party. Accordingly, in the event of any breach of this Section 9 each Party shall be entitled to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any other remedies available to it. No Party shall assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to the other Parties of any other remedy.This Section 9 shall survive the expiry or earlier termination of this Agreement for a period of five years.

10 - NOTICES

10.1. Requirements for Notices

All notices required or permitted in accordance with this Agreement will be in writing and delivered by courier, electronic mail or via the Clove Services (except for service of legal process, which will be by courier). Any notice or other communications Clove sends in accordance with this Section 10.1 will be deemed to have been delivered, whether Subscriber receives them or not:

if sent by email or any other SMTP delivery service chosen by Clove, when sent
if sent via posting on the Clove Services, notices will be deemed delivered and received 24 hours after being posted; and
if sent to a physical address by courier, when delivered to such an address.

Notices will be delivered to the addresses on record, which:
- if to Clove will be to by email to [email protected]; if by courier, to:
  Clove Fintech Inc.
  16-1720 11 Street SW
  Calgary, Alberta
  T2T 3L6
- if to Subscriber, to the primary email address or physical address on file for the Account
A Party's email addresses, or physical address may be changed from time to time by either Party by providing written notice to the other in the manner set forth above.

11 - GENERAL

11.1. Governing Law

This Agreement shall be governed and interpreted according to the laws in force in the Province of Alberta and the federal laws of Canada applicable therein. The Parties hereby attorn to the jurisdiction of the courts located in Calgary, Alberta, and the federal courts of Canada, as applicable, which may have jurisdiction over any matters related to this Agreement.

11.2. Arbitration

Except as otherwise provided in this Section 11, all disputes, controversies, claims or disagreements arising out of or relating to this Agreement that cannot be resolved independently between the parties within thirty (30) days will be settled by arbitration as follows:

Such dispute may be submitted to arbitration by either party giving written notice to the other party that the party giving the notice has elected to have the dispute submitted to arbitration. Such arbitration will be carried out by a single arbitrator mutually agreed upon by the parties and conducted pursuant to the rules and procedures set out in the Alberta Arbitration Act (“AAA”), as amended, or successor legislation. If the parties fail to agree upon an arbitrator within fifteen (15) days after a party has notified the other party of the name of the person it nominates to carry out the arbitration, then the appointment of an arbitrator will be determined in accordance with the rules and procedures of the AAA. Any arbitrator nominated or selected will be independent of each of the parties to the dispute
It is the intention of the parties that the arbitration will be conducted, and that the determination or award of the arbitrator be made and communicated in writing to the parties, as expeditiously as possible and this will be reflected in choice of and directions given to and by the arbitrator. The arbitrator will conduct the arbitration of the dispute as expeditiously as reasonably possible and will provide written reasons for his or her decision. The decision of the arbitrator duly appointed pursuant to this Section 11.2 will be final and binding upon the parties hereto
The arbitration will be held in Calgary, Alberta; and
No limitation imposed by or pursuant to the AAA on the remuneration of the arbitrator will apply. The arbitrator is authorized to include in his or her determination or award an award in favor of either party in respect of any costs incurred in connection with or in respect of the arbitration, including the cost of the arbitrator and the arbitration and all legal and other professional costs and disbursements and although such an award must be made on a judicial basis, it need not be based on any court-approved tariff bases and may be on a complete indemnity basis. In all other respects the arbitration will be governed by AAA, as the same may be amended or replaced from time to time.

11.3. Exercise of Rights

Subject to the express provisions of this Agreement, a Party may exercise a right, power, or remedy at its discretion, and separately or concurrently with another right, power, or remedy. A single or partial Exercise of a right, power or remedy by a Party does not prevent a subsequent exercise of that or any other right, power, or remedy, unless explicitly stated otherwise in this agreement. Unless an express period of time is set out in this Agreement, the failure by a Party to exercise or delay in exercising a right, power or remedy does not prevent its exercise.

11.4. Third-Party Service Providers

Subscriber acknowledges and agrees that:

Clove may use third-party Service Providers to provide or to assist in providing the Clove Services
payment processing activities may be conducted through designated Service Providers of Clove, and these Service Providers may onboard the Subscriber independently from Clove's control or intervention
Clove does not influence the decision-making processes of Service Providers
Service Providers, acting independently, retain the right to refuse access to or the provision of services if such actions are necessary to comply with Applicable Law, including but not limited to, suspicions of fraudulent activities, money laundering, or any other unlawful conduct, or if required by Governmental Authority or to ensure compliance with legal obligations such as sanctions or anti-terrorism financing laws, and Clove is not liable for any such refusals or any resulting impacts on the Subscriber's use of the Clove Services
and Service Providers may decline access or refuse to services to Subscriber. Clove bears no responsibility for such decisions or any resulting delays or refusals
Subscriber agrees to indemnify and hold Clove harmless from any claims, losses, or damages arising from actions or inactions of Service Providers; and
other than its Affiliates, Clove is not affiliated or associated with third-party Service Providers.

Subscriber acknowledges that Clove utilizes Flinks and VoPay as Service Providers to support certain features or functionality in the Clove Services. To the extent that Subscriber accesses or uses parts of the Services supported by Flinks and VoPay, the Subscriber will be subject to Flinks and VoPay’s terms of service. These terms can be found at: filnks.com and vopay.com.

Except as varied by the paragraph immediately below, the consents and authorizations contained in this Section 11.4 will not change any other consent, authorization, or preference Subscriber has given or may give to Clove regarding the collection, use, and disclosure of Subscriber information.

Subscriber authorizes Clove to collect, use, and disclose any information required to provide or operate the Clove Services, or any Subscriber Information or content provided while using or accessing the Clove Services. Subscriber also authorizes Clove’s third-party Service Providers to use Subscriber Information or any content provided while using the Clove Services for preparing, using, and distributing statistical, profiling, performance, or operation reports about the Clove Services and to share such information or content with third-party Service Providers for the purpose of providing or assisting in providing the Clove Services.

11.5. Costs and Expenses

Except as otherwise expressly provided in this Agreement, Each Party will bear its own legal, professional, and other internal fees, costs, expenses, and disbursements incurred in connection with the negotiation, preparation, and execution of this Agreement, unless otherwise expressly provided in this Agreement.

11.6. Amendment; Waiver

This Agreement may be amended at any time by Clove by providing notice to Subscriber. Continued use of the Clove Services after such notice constitutes acceptance of the amendment. Any provision of this Agreement may be waived if, and only if, such waiver is in writing by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver given shall extend only to the particular breach specifically waived and shall not limit or affect any rights with respect to any other or future breach.

11.7. Enurement

This Agreement is binding on Subscriber’s heirs, executors, administrators, successors and permitted assigns and upon Clove’s successors and assigns.

Subscriber may not assign its Account, this Agreement or any right, interest, or benefit provided hereunder without the Clove’s prior written approval.

11.8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the matters herein and supersedes all prior agreements, understandings, negotiations, and discussions between the Parties regarding such matters.

11.9. Severability

If any provision of this Agreement is determined by an arbitrator or any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to the Parties.