Terms of Service

1. Acceptance of Terms and Agreement Scope

These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you ("Customer," "Client," "You") and Clario Capital ("Company," "We," "Us," "Our"). By accessing our website, using our services, submitting applications, or engaging with our platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations.

If you do not agree to these Terms in their entirety, you must immediately discontinue use of our services and refrain from submitting any applications or providing any personal information.

These Terms apply to all users of our services, including but not limited to website visitors, applicants, funded clients, business partners, and any authorized representatives acting on behalf of business entities.

By clicking "Accept," "Agree," or similar buttons, or by continuing to use our services after being presented with these Terms, you provide your electronic signature and consent to these Terms, which shall have the same legal effect as a handwritten signature.

2. Comprehensive Description of Services

Clario Capital connects businesses across Canada with flexible funding from our network of lending partners. One application opens access to funding types including:

2.1 Primary Funding Products

• Working Capital Loans: Short-term financing for operational expenses, inventory, payroll, and immediate cash flow needs
• Revenue-Based Financing: Flexible repayment structures based on your business revenue performance
• Lines of Credit: Revolving credit facilities providing on-demand access to capital up to approved limits
• Term Loans: Traditional installment loans with fixed payment schedules and competitive rates
• Equipment Financing: Specialized funding for purchasing, leasing, or upgrading business equipment and machinery
• Invoice Factoring: Immediate cash flow solutions through the purchase of outstanding invoices
• Commercial Real Estate Financing: Funding for property acquisition, refinancing, and development projects
• Merchant Cash Advances: Quick capital based on future credit card sales and receivables

2.2 Service Features and Benefits

• Rapid Processing: Applications processed and decisions rendered within 24-48 hours
• Flexible Requirements: Accommodating businesses with various credit profiles and financial situations
• Competitive Rates: Market-competitive pricing based on risk assessment and business profile
• No Collateral Options: Unsecured funding solutions available for qualified applicants
• Industry Expertise: Specialized knowledge across multiple business sectors and verticals
• Dedicated Support: Personal account management and ongoing customer service
• Technology Integration: User-friendly online platform with mobile accessibility

2.3 Geographic Service Areas

We provide services to eligible businesses operating in:

• All Canadian provinces and territories

Service availability may be subject to local licensing requirements and regulatory compliance.

3. Detailed Eligibility Requirements

3.1 Individual Requirements

To be eligible for our services, individual applicants must:

• Age Requirement: Be at least 18 years of age (21 in some jurisdictions)
• Legal Capacity: Have full legal capacity to enter into binding contracts
• Authority: Possess legal authority to bind the business entity to contractual obligations
• Identity Verification: Provide valid government-issued identification and pass identity verification processes
• Residency: Be a legal resident or citizen of Canada
• Background Check: Pass background verification and not be subject to prohibitions under banking regulations

3.2 Business Requirements

Eligible businesses must meet the following criteria:

• Legal Status: Be legally incorporated, organized, or registered in the US or Canada
• Operating History: Have a minimum of 6 months in business (varies by product)
• Revenue Requirements: Generate minimum monthly revenue of $10,000 or as specified by product
• Credit Standards: Meet minimum credit score requirements (varies by product and risk profile)
• Industry Compliance: Operate in industries we serve and comply with applicable regulations
• Financial Stability: Demonstrate financial stability and ability to service debt obligations
• Bank Account: Maintain active business bank accounts with adequate transaction history

3.3 Prohibited Businesses

We do not provide services to businesses involved in:

• Illegal activities or those prohibited by applicable laws
• Adult entertainment, escort services, or sexually explicit content
• Cannabis-related businesses (where not legally compliant)
• Cryptocurrency mining, trading, or speculative investment
• Multi-level marketing or pyramid schemes
• Pawn shops, check cashing, or payday lending
• Weapons, ammunition, or military equipment manufacturing
• Gambling, casinos, or online gaming (where prohibited)
• Tobacco products or e-cigarette manufacturing/distribution
• Businesses with significant regulatory or reputational risks

3.4 Ongoing Eligibility

Eligibility must be maintained throughout the relationship, including:

• Continued compliance with all eligibility criteria
• Maintenance of required business licenses and permits
• Timely payment of all obligations to creditors
• Notification of material changes to business operations
• Cooperation with ongoing monitoring and verification processes

4. Comprehensive Application Process

4.1 Application Submission and Requirements

By submitting an application, you agree to the following terms and authorize us to:

• Information Verification: Verify all information provided through third-party sources
• Credit Authorization: Obtain credit reports from consumer and commercial credit bureaus
• Background Checks: Conduct background verification on principals and key personnel
• Financial Analysis: Analyze bank statements, financial records, and transaction history
• Reference Checks: Contact business and personal references as provided
• Documentation Review: Examine all supporting documents for accuracy and completeness
• Site Visits: Conduct physical inspections of business premises when necessary

4.2 Required Documentation

Applications must include, at minimum:

• Business Documents: Articles of incorporation, operating agreements, business licenses, tax ID documentation
• Financial Statements: Profit and loss statements, balance sheets, cash flow statements, tax returns (business and personal)
• Banking Information: 3-6 months of business bank statements, voided checks, account authorization forms
• Identity Documents: Government-issued ID, Social Security cards, passport or citizenship documentation
• Supporting Materials: Customer lists, supplier agreements, lease agreements, insurance policies
• Financial Projections: Business plans, revenue forecasts, use of funds statements

4.3 Information Accuracy and Warranties

You warrant and represent that all information provided is:

• Truthful and Accurate: Complete, current, and materially accurate in all respects
• Not Misleading: Does not omit material facts or create misleading impressions
• Properly Authorized: You have authority to provide the information and make representations
• Legally Compliant: Provision of information does not violate any laws or agreements
• Updated: You will promptly update us of any material changes

4.4 Consequences of False Information

Providing false, misleading, or incomplete information may result in:

• Immediate rejection of your application
• Termination of existing funding agreements
• Acceleration of outstanding balances
• Referral to law enforcement for fraud investigation
• Civil litigation for damages and costs
• Reporting to credit bureaus and industry databases
• Permanent prohibition from future services

4.5 Application Processing Timeline

Our standard application process includes:

• Initial Review: 2-4 hours for preliminary qualification assessment
• Documentation Review: 12-24 hours for complete document verification
• Underwriting Decision: 24-48 hours for final credit decision
• Funding: Same day to 24 hours after acceptance and document execution

Timelines may vary based on application complexity, documentation completeness, and verification requirements.

5. Comprehensive Funding Terms and Conditions

5.1 Approval Process and Conditions

Lender approval is contingent upon:

• Credit Assessment: Satisfactory personal and business credit evaluation
• Financial Analysis: Adequate cash flow and debt service capability
• Risk Evaluation: Acceptable business and industry risk profile
• Documentation Completion: Receipt and approval of all required documents
• Verification Completion: Successful completion of all verification processes
• Underwriting Approval: Final approval by our underwriting committee
• Legal Review: Satisfactory legal and compliance review
• Funding Conditions: Satisfaction of any conditions precedent to funding

5.2 Loan Terms and Repayment Structure

By accepting a lender's offer, you agree to:

• Principal Repayment: Repay the full principal amount according to the agreed schedule
• Interest and Fees: Pay all applicable interest, fees, and charges as specified in your agreement
• Payment Method: Authorize automatic payments via ACH, wire transfer, or other approved methods
• Payment Timing: Make payments when due without offset, deduction, or counterclaim
• Additional Payments: Make additional principal payments when permitted
• Final Payment: Pay any remaining balance in full upon maturity

5.3 Business Operations and Financial Covenants

Throughout the term of your agreement, you must:

• Business Operations: Maintain normal business operations and not materially change business nature
• Financial Performance: Maintain minimum revenue levels and debt service coverage ratios
• Financial Reporting: Provide periodic financial statements and business updates
• Insurance Coverage: Maintain adequate business insurance covering general liability, property, and other required coverage
• Legal Compliance: Comply with all applicable laws, regulations, and licensing requirements
• Debt Restrictions: Obtain consent before incurring additional significant debt
• Asset Protection: Not dispose of significant assets without consent
• Change of Control: Notify us of ownership changes exceeding specified thresholds

5.4 Events of Default and Remedies

The following constitute events of default:

• Payment Default: Failure to make any payment when due (after applicable cure periods)
• Covenant Breach: Material breach of any agreement terms or conditions
• Representation Breach: Material inaccuracy in representations or warranties
• Cross-Default: Default under other significant debt obligations
• Insolvency Events: Bankruptcy, insolvency, assignment for benefit of creditors, receivership
• Business Cessation: Cessation of business operations or loss of necessary licenses
• Material Adverse Change: Material adverse change in financial condition or business prospects
• Fraud or Misrepresentation: Discovery of fraudulent information or material misrepresentations

5.5 Default Remedies and Collection

Upon default, we may, at our option:

• Acceleration: Declare entire outstanding balance immediately due and payable
• Collection Actions: Engage collection agencies and attorneys to collect amounts due
• Legal Proceedings: Initiate litigation, garnishment, attachment, or other legal remedies
• Asset Recovery: Exercise rights against collateral or security interests
• Guarantor Pursuit: Pursue personal guarantors for outstanding obligations
• Credit Reporting: Report delinquencies to credit bureaus and industry databases
• Set-off Rights: Apply any deposits or other funds to outstanding balances
• Costs Recovery: Seek recovery of collection costs, attorney fees, and court costs

6. Comprehensive Fee Structure

6.1 Standard Fees and Charges

Our fee structure may include the following charges:

• Origination Fees: One-time fee charged at funding, typically 1-6% of funded amount
• Processing Fees: Administrative fees for application processing and document review
• Underwriting Fees: Fees for credit analysis and risk assessment
• Documentation Fees: Costs for legal document preparation and review
• Wire Transfer Fees: Costs for wire transfers and expedited funding
• Late Payment Fees: Charges for payments received after due date (typically $25-100 or 5% of payment)
• NSF Fees: Charges for returned payments due to insufficient funds
• Modification Fees: Costs for agreement modifications or amendments

6.2 Default-Related Costs

In the event of default, you are responsible for:

• Collection Costs: Third-party collection agency fees and commissions
• Legal Fees: Attorney fees and costs for collection or enforcement actions
• Court Costs: Filing fees, service costs, and other litigation expenses
• Judgment Interest: Post-judgment interest at applicable legal rates
• Asset Recovery Costs: Expenses related to collateral recovery and disposition
• Skip Tracing: Costs for locating debtors or assets

6.3 Prepayment Terms

Prepayment policies vary by product:

• Prepayment Permitted: Most products allow prepayment without penalty after specified periods
• Prepayment Penalties: Some products may include prepayment penalties during initial terms
• Minimum Interest: Certain products require minimum interest payments regardless of prepayment timing
• Calculation Methods: Prepayment amounts calculated using specified methods (Rule of 78s, simple interest, etc.)

6.4 Fee Disclosure and Transparency

All applicable fees will be clearly disclosed:

• In your lender's funding agreement before execution
• Through annual percentage rate (APR) calculations where required
• In periodic statements and account summaries
• Upon request throughout the relationship

7. Personal Guarantees and Security Interests

7.1 Personal Guarantee Requirements

Business funding typically requires personal guarantees from:

• Business Owners: Individuals owning 20% or more of the business
• Key Executives: CEO, CFO, or other key management personnel
• Controlling Parties: Anyone with operational or financial control
• Beneficiaries: Trust beneficiaries or beneficial owners

7.2 Scope of Personal Guarantees

Personal guarantees typically cover:

• Principal Balance: Full outstanding principal amount
• Interest and Fees: All accrued interest, fees, and charges
• Collection Costs: Attorney fees, court costs, and collection expenses
• Default Interest: Higher interest rates applicable during default
• Indemnification: Losses arising from borrower actions or omissions

7.3 Security Interests and Collateral

We may require security interests in:

• Business Assets: Equipment, inventory, accounts receivable, general intangibles
• Real Estate: Commercial real estate, business premises, investment properties
• Financial Assets: Bank accounts, investment accounts, insurance policies
• Intellectual Property: Trademarks, patents, copyrights, trade secrets
• Personal Assets: Personal real estate, vehicles, or other valuable assets

7.4 UCC Filings and Perfection

We may file Uniform Commercial Code (UCC) financing statements to perfect security interests in business assets. You agree to:

• Execute UCC financing statements and continuation statements
• Provide information necessary for filing and perfection
• Not grant conflicting security interests without consent
• Maintain and preserve collateral value
• Provide access for inspection and verification

7.5 Payment Processing Authorization

You authorize us to:

• ACH Authorization: Initiate automatic clearinghouse debits from designated accounts
• Lock-Box Arrangements: Direct customer payments to controlled accounts
• Merchant Processing: Hold reserves or intercept credit card processing proceeds
• Bank Account Access: Access deposit accounts for payment collection
• Third-Party Payment Instructions: Direct customers or vendors to make payments directly to us

8. Website Use Terms and Digital Platform Rules

8.1 Acceptable Use Policy

When using our website and digital platforms, you agree not to:

• Legal Violations: Violate any local, state, federal, or international laws or regulations
• Security Breaches: Attempt to gain unauthorized access to our systems, networks, or data
• Malicious Activities: Upload, transmit, or distribute viruses, malware, or other harmful code
• Data Harvesting: Use automated tools to collect information about other users or our business
• System Interference: Interfere with or disrupt our website functionality or server operations
• False Information: Submit false, misleading, or fraudulent information
• Trademark Infringement: Use our trademarks, logos, or copyrighted materials without permission
• Reverse Engineering: Attempt to reverse engineer, decompile, or disassemble our software

8.2 Account Security and Access

You are responsible for:

• Password Security: Maintaining confidentiality of login credentials and passwords
• Account Monitoring: Monitoring your account for unauthorized access or suspicious activity
• Prompt Notification: Immediately notifying us of suspected security breaches
• Authorized Users: Ensuring only authorized personnel access your account
• Session Management: Properly logging out of accounts when finished

8.3 Content and Communications

Regarding content you provide to us:

• Accuracy: All content must be accurate, truthful, and not misleading
• Ownership: You must own or have rights to provide any content submitted
• License Grant: You grant us license to use content for business purposes
• Content Standards: Content must not be offensive, defamatory, or inappropriate
• Privacy Compliance: Content must not violate third-party privacy rights

8.4 Service Availability and Maintenance

Our digital services:

• Best Efforts: We strive to maintain high availability but cannot guarantee 100% uptime
• Maintenance Windows: May be temporarily unavailable during scheduled maintenance
• Emergency Repairs: May require unscheduled downtime for critical repairs
• Third-Party Dependencies: May be affected by third-party service interruptions
• Geographic Restrictions: May not be available in all geographic locations

9. Intellectual Property Rights and Protection

9.1 Our Intellectual Property

All content on our website and platforms, including but not limited to:

• Trademarks: Company name, logos, service marks, and brand identifiers
• Copyrighted Content: Website text, graphics, images, videos, and audio content
• Software: Proprietary software, applications, and technical systems
• Trade Secrets: Proprietary methodologies, algorithms, and business processes
• Domain Names: Website domain names and associated digital properties

is owned by Clario Capital and protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

9.2 Limited License Grant

We grant you a limited, non-exclusive, non-transferable license to:

• Access and use our website for legitimate business purposes
• View and download materials for personal or business evaluation
• Print single copies of content for internal business use
• Use our services in accordance with these Terms

This license does not permit you to:

• Modify, distribute, or create derivative works
• Use content for commercial purposes without permission
• Remove copyright, trademark, or other proprietary notices
• Transfer or sublicense rights to third parties

9.3 User-Generated Content

By providing content to us, you:

• Grant License: Grant us a perpetual, worldwide, royalty-free license to use your content
• Warrant Ownership: Represent that you own or have rights to the content provided
• Indemnify: Agree to indemnify us against claims related to your content
• Authorize Use: Allow us to use content for business, marketing, and operational purposes

9.4 Intellectual Property Complaints

If you believe your intellectual property rights have been violated, contact us immediately with:

• Detailed description of the copyrighted work or intellectual property
• Specific location of the allegedly infringing material
• Your contact information and electronic signature
• Statement of good faith belief that use is not authorized
• Statement that notification information is accurate

10. Privacy, Data Protection, and Confidentiality

Your privacy and data protection are fundamental to our business relationship. Our comprehensive privacy practices are governed by our Privacy Policy, which is incorporated by reference into these Terms.

10.1 Information Collection and Use

We collect and use personal and business information to:

• Process and submit funding applications to lenders
• Verify identity and prevent fraud
• Comply with legal and regulatory requirements
• Provide customer service and support
• Improve our services and develop new products
• Communicate about your account and our services

10.2 Data Security Measures

We implement industry-standard security measures including:

• Encryption of sensitive data in transit and at rest
• Multi-factor authentication and access controls
• Regular security assessments and monitoring
• Employee training and background checks
• Incident response and breach notification procedures

10.3 Information Sharing

We may share your information with:

• Service providers and business partners
• Credit bureaus and verification services
• Legal and regulatory authorities when required
• Funding sources and loan participants
• Professional service providers (lawyers, accountants)

10.4 Your Privacy Rights

You have rights regarding your personal information, including:

• Access to information we maintain about you
• Correction of inaccurate or incomplete information
• Opt-out of certain marketing communications
• Data portability and deletion rights (where applicable)
• Filing complaints with regulatory authorities

11. Comprehensive Disclaimers and Liability Limitations

11.1 Service Disclaimers

Our services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind. We expressly disclaim all warranties, whether express, implied, or statutory, including but not limited to:

• Merchantability: Fitness for a particular purpose or use
• Non-Infringement: That services do not infringe third-party rights
• Accuracy: Completeness or accuracy of information provided
• Availability: Uninterrupted, timely, or error-free service
• Security: Complete security of data or communications
• Results: Any particular outcomes or business results
• Third-Party Services: Performance of third-party service providers

11.2 Business and Financial Disclaimers

We do not guarantee:

• Funding Approval: Application approval or specific funding terms
• Business Success: That funding will result in business success
• Financial Advice: Provision of investment or financial advisory services
• Credit Improvement: Improvement in credit scores or financial condition
• Regulatory Compliance: Your compliance with applicable business regulations
• Market Conditions: Favorable market or economic conditions

11.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLARIO CAPITAL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• Indirect Damages: Indirect, incidental, special, consequential, or punitive damages
• Lost Profits: Loss of profits, revenue, business opportunities, or goodwill
• Data Loss: Loss of data, information, or business interruption
• Third-Party Claims: Claims or damages arising from third-party actions
• Consequential Losses: Any consequential losses arising from our services

Our total liability to you for all claims arising from or related to these Terms or our services shall not exceed the total amounts paid by you to us in the twelve (12) months preceding the claim.

11.4 Force Majeure

We shall not be liable for any delay or failure in performance due to events beyond our reasonable control, including:

• Acts of God, natural disasters, or severe weather
• War, terrorism, civil unrest, or government actions
• Labor strikes, lockouts, or labor disputes
• Internet failures, cyber attacks, or system outages
• Pandemic, epidemic, or public health emergencies
• Supply chain disruptions or material shortages
• Changes in law or regulatory requirements

12. Comprehensive Indemnification

You agree to defend, indemnify, and hold harmless Clario Capital, its affiliates, subsidiaries, officers, directors, employees, agents, contractors, and licensors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from or relating to:

12.1 Scope of Indemnification

• Terms Breach: Your breach of these Terms or any agreement with us
• Legal Violations: Your violation of applicable laws or regulations
• Third-Party Rights: Your infringement of third-party intellectual property or other rights
• Content Claims: Any content you provide to us or post on our platforms
• Business Operations: Your business operations, products, or services
• Negligent Acts: Your negligent acts or omissions
• Employee Actions: Actions of your employees, agents, or contractors
• Data Breaches: Security breaches originating from your systems or actions

12.2 Indemnification Process

In the event of a claim:

• We will notify you promptly of any claim
• You will assume control and defense of the claim
• You will use counsel reasonably acceptable to us
• We may participate in defense at our expense
• You will not settle without our written consent
• You will pay all damages, costs, and attorney fees

12.3 Survival of Indemnification

These indemnification obligations will survive termination of these Terms and any agreements between us, and will continue for the maximum period allowed by law.

13. Dispute Resolution and Legal Framework

13.1 Governing Law

These Terms and any disputes arising from or relating to our relationship shall be governed by and construed in accordance with the laws of the jurisdiction where your business is primarily located, without regard to conflict of law principles.

13.2 Jurisdiction and Venue

For legal proceedings not subject to arbitration:

• Canada: Provincial or federal courts with jurisdiction over your business location
• Consent to Jurisdiction: You consent to personal jurisdiction in these courts
• Venue Selection: We may choose the most convenient venue for us
• Service of Process: You agree to accept service of process by certified mail

13.3 Mandatory Arbitration

Except as specified below, any dispute, claim, or controversy arising from or relating to these Terms or our services shall be resolved through binding arbitration rather than in court. The arbitration will be conducted in Canada under the rules of the ADR Institute of Canada.

13.4 Arbitration Procedures

• Single Arbitrator: Disputes will be heard by a single arbitrator
• Location: Arbitration will occur in your business location or via videoconference
• Discovery: Limited discovery as determined by the arbitrator
• Costs: Each party pays their own costs and attorney fees unless otherwise awarded
• Confidentiality: Arbitration proceedings are confidential
• Final and Binding: Arbitrator's decision is final and binding on both parties

13.5 Exceptions to Arbitration

The following matters are exempt from mandatory arbitration:

• Collection Actions: Lawsuits to collect outstanding debts or enforce security interests
• Injunctive Relief: Actions seeking injunctive or equitable relief
• Small Claims: Claims within small claims court jurisdiction limits
• Self-Help Remedies: Exercise of self-help remedies like setoff or collateral recovery
• Bankruptcy Proceedings: Actions in bankruptcy or insolvency proceedings
• Regulatory Matters: Actions involving regulatory authorities

13.6 Class Action Waiver

YOU AND CLARIO CAPITAL AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

14. Regulatory Compliance and Legal Framework

14.1 Canadian Regulatory Framework

We operate in compliance with applicable Canadian federal and provincial regulations, including:

• PIPEDA: Personal Information Protection and Electronic Documents Act, governing collection and use of personal information
• Provincial Privacy Laws: Including Quebec's Law 25, BC PIPA, and Alberta PIPA where applicable
• Provincial Consumer Protection Acts: Governing fair business practices and consumer disclosures
• Anti-Money Laundering Rules: Including obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act
• CASL: Canada's Anti-Spam Legislation, governing commercial electronic communications
• Provincial Credit Reporting Acts: Governing fair use of credit information

14.2 State and Provincial Licensing

We maintain required licenses and comply with regulations in jurisdictions where we operate, including:

• Lending Licenses: State and provincial lending licenses where required
• Usury Laws: Interest rate limitations and restrictions
• Registration Requirements: Business registration and good standing maintenance
• Disclosure Requirements: State-specific disclosure and notification requirements
• Collection Regulations: State laws governing debt collection practices

14.3 Canadian Regulatory Compliance

For Canadian operations, we comply with:

• Personal Information Protection and Electronic Documents Act (PIPEDA)
• Provincial Privacy Legislation
• Bank Act and Financial Services Regulations
• Anti-Money Laundering and Terrorist Financing Act
• Consumer Protection Legislation
• Interest Act Restrictions

14.4 Ongoing Regulatory Monitoring

We maintain compliance through:

• Regular compliance audits and assessments
• Staff training on regulatory requirements
• Legal counsel consultation and review
• Industry best practice adoption
• Regulatory examination cooperation
• Policy updates reflecting regulatory changes

15. Terms Modification and Updates

15.1 Right to Modify Terms

We reserve the right to modify these Terms at any time to reflect changes in our services, business practices, legal requirements, or industry standards. Modifications may be necessary due to:

• Changes in applicable laws or regulations
• Evolution of our business model or services
• Industry best practice updates
• Technology improvements or changes
• Customer feedback and business needs
• Risk management requirements

15.2 Notification of Changes

We will notify you of material changes through:

• Website Notice: Prominent notice on our website homepage
• Email Notification: Direct email to your registered email address
• Account Messages: Notifications within your online account
• Written Notice: Mailed notice for existing funding agreements
• Updated Terms: Posting of updated Terms with revised effective date

15.3 Acceptance of Modifications

Your continued use of our services after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree to the modifications:

• You must discontinue use of our services
• Existing agreements remain subject to original terms
• New applications will be subject to updated terms
• You may terminate your account and services

15.4 Version Control

We maintain version control of our Terms by:

• Dating each version with last updated information
• Maintaining archives of previous versions
• Documenting material changes between versions
• Providing access to applicable version for each agreement

16. Account and Service Termination

16.1 Termination by Clario Capital

We may terminate or suspend your access to our services immediately, with or without cause, and with or without notice, for any reason including:

• Terms Violation: Material breach of these Terms or any agreement
• Fraudulent Activity: Suspected or actual fraudulent or illegal activity
• Credit Deterioration: Material adverse change in creditworthiness
• Regulatory Requirements: Legal or regulatory compliance requirements
• Risk Management: Unacceptable business or credit risk
• Ineligibility: Failure to maintain eligibility requirements
• Non-Cooperation: Failure to cooperate with our requests or requirements
• Business Changes: Material changes to our business model or risk appetite

16.2 Termination by Customer

You may terminate your use of our services at any time, but:

• Outstanding obligations remain due and payable
• Termination does not excuse performance of existing agreements
• Early termination may trigger prepayment penalties
• Some services may have minimum term requirements
• Account closure may require written notice

16.3 Effects of Termination

Upon termination:

• Access Cessation: Your access to services will be immediately terminated
• Data Retention: We may retain your data as required by law or business needs
• Outstanding Obligations: All amounts owed become immediately due and payable
• Survival of Terms: Certain provisions survive termination (warranties, indemnification, etc.)
• Return of Materials: You must return any materials or property belonging to us
• Confidentiality: Confidentiality obligations continue post-termination

16.4 Suspension of Services

We may suspend services temporarily for:

• System maintenance or upgrades
• Investigation of suspected violations
• Compliance with legal requirements
• Risk management purposes
• Technical difficulties or security concerns

17. Contact Information and Customer Service

For questions, concerns, complaints, or other matters related to these Terms of Service, our services, or your account, please contact us using the information below:

17.1 Customer Service Standards

We are committed to providing excellent customer service:

• Response Times: Email inquiries acknowledged within 4 hours, responses within 24 hours
• Phone Support: Live support during business hours with minimal hold times
• Escalation Process: Clear escalation path for complex issues or complaints
• Documentation: Detailed records of all customer interactions
• Follow-up: Proactive follow-up to ensure satisfaction

17.2 Complaint Resolution Process

For complaints or disputes:

• Initial Contact: Contact our customer service team with detailed information
• Investigation: We will investigate your complaint within 5 business days
• Response: Written response provided within 10 business days
• Escalation: If unsatisfied, request escalation to management
• External Resolution: Information provided about external dispute resolution options

17.3 Regulatory Contacts

If you are not satisfied with our resolution, you may contact:

• Canada: Financial Consumer Agency of Canada (FCAC), Better Business Bureau, or your provincial regulatory authority

18. Miscellaneous Provisions

18.1 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent and economic effect of the original provision.

18.2 Entire Agreement

These Terms, together with any specific funding agreements, our Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between you and Clario Capital regarding the use of our services and supersede all prior or contemporaneous communications and proposals.

18.3 Assignment

You may not assign, delegate, or transfer these Terms or your rights and obligations hereunder without our prior written consent. We may assign these Terms and any related agreements to any affiliate, subsidiary, successor, or third party without your consent.

18.4 Waiver

Our failure to enforce any provision of these Terms or to exercise any right shall not constitute a waiver of such provision or right. Any waiver must be in writing and signed by our authorized representative.

18.5 Independent Contractors

The relationship between you and Clario Capital is that of independent contractors. These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship.

18.6 Headings

The headings in these Terms are for convenience only and shall not affect the interpretation of any provision.

18.7 Electronic Communications

You consent to receive communications from us electronically, including via email, SMS, or through our website. Electronic communications satisfy any legal requirement that communications be in writing.

18.8 Language

These Terms are written and executed in English. Any translation is for convenience only, and the English version shall govern in case of conflict.

18.9 Survival

The following provisions shall survive termination of these Terms: warranties, indemnification, limitation of liability, dispute resolution, governing law, and any other provision that by its nature should survive termination.

18.10 Effective Date

These Terms are effective as of the date you first access our services or submit an application, whichever is earlier, and shall remain in effect until terminated in accordance with these Terms.