ClearVest Solutions Customer Agreement and Terms of Service

Last Updated: [Last updated date]

This Customer Agreement and Terms of Service (this "Customer Agreement") is between Clearvest Marketing Consultancy ("ClearVest Solutions", "We", "Us" or "Our") and the commercial entity accepting these terms via click-thru, entering into an order for services incorporating this Customer Agreement by reference, or otherwise accessing the ClearVest Solutions services ("Applicant", "Customer", or "You"). Each of ClearVest Solutions and Applicant may be referred to as a "Party" and collectively as the "Parties." By accessing our website, using our services, or submitting a Request for Funding Application, you agree to be bound by these terms.

1. DEFINED TERMS

The following terms, when capitalized, have the meaning given below:

"Affiliate" means any legal entity that a Party owns, that owns a Party, or that is under its common ownership. "Ownership" means, for the purposes of this definition, control of more than a fifty percent interest in an entity.

"Agreement" means collectively this Customer Agreement, any applicable Service Order, and any other addenda which govern the provision of the Services.

"Applicant" means a commercial entity which applies for Financing utilizing the Services, or any other end user of the Services as contemplated in the Agreement.

"Applicant Data" means any information: (i) an Applicant transmits through, to, or using the Services, or (ii) which We provide to Lender in respect of or in relation to Applicant.

"Confidential Information" means non-public information disclosed by one Party to the other in any form that: (i) is designated as "Confidential"; (ii) a reasonable person knows or reasonably should understand to be confidential; or (iii) includes either Party's products, customers, marketing and promotions, know-how, or the negotiated terms of the Agreement; and which is not independently developed by the other Party without reference to the other's Confidential Information or otherwise known to the other Party on a non-confidential basis prior to disclosure. Confidential Information shall not include User Submitted Content.

"Distributor" means, if applicable, the entity operating the Distributor Platform.

"Distributor Platform" means the website, SaaS, PaaS, or other internet platform used in connection with and which integrates with or distributes the Services.

"Financing" means any extension of credit, cash, revolving facility, or like funding mechanism.

"Intellectual Property" means patents, copyrights, trademarks, trade secrets, and any other proprietary intellectual property rights.

"Lender" means a financial institution which evaluates Applicant information and determines the qualifications and terms for providing Financing to an Applicant and/or provides Financing to an Applicant.

"Services" means the ClearVest Solutions services identified in a given Service Order or otherwise provided subject to the terms of this Agreement, including ClearVest Solutions's processing of Applicant funding requests and matching of Applicants with prospective Lenders.

"Support" means the availability of support at support@clearvestsolutions.com, [Support hours] (excluding holidays).

"Product Terms" means additional terms and conditions incorporated in a Service Order which contain additional product specific obligations.

"Representatives" means a Party's respective service providers, officers, directors, employees, contractors, Affiliates, suppliers, and agents.

"Service Order" means the document which describes the ClearVest Solutions Services You are utilizing, including any online order, process, or tool through which You request or provision Services.

"User Submitted Content" means any content you upload or provide through our services, such as application forms or documents.

2. SERVICES

2.1. General. Subject to Your compliance with the terms of this Agreement, and during the term of this Agreement, You may access and use the Services. We will provide the Services in accordance with the Agreement and any laws applicable to ClearVest Solutions. If you enable data transmission to or from third parties that are not directly contracted with ClearVest Solutions, such use is governed by our Third-Party Data Exchange Policy ([Data exchange policy link]), which is hereby incorporated by reference into this Agreement. We will provide general assistance in connection with Your use of the Services.

2.2. Lenders. Applicant acknowledges that ClearVest Solutions is not a creditor and is not a party to any Financing agreement that Applicant may enter into with a Lender. Applicant's eligibility for Financing is subject to the Lender's review and approval of Applicant's application for Financing or servicing of its Financing products.

3. USE LIMITATIONS

You may only use the Services in connection with a commercial credit transaction, commercial Financing transaction, commercial risk management transaction, or business research purposes. You may not use the Services in connection with any personal, family, consumer, or household purposes. You may not use the Services for any marketing purposes unless separately agreed by ClearVest Solutions in writing. You agree not to use our services for any illegal activities, including but not limited to fraud, data scraping, impersonating others, or unauthorized access to our systems.

4. APPLICANT REQUIREMENTS

You represent and warrant that: (i) Applicant is an entity located in the United States which is in good standing under the applicable state business organization or commercial code, (ii) the Applicant business owner is at least 18 years of age; (iii) a duly authorized officer or managing member of the Applicant is applying for the Financing, (iv) Applicant, its officers and directors, are not Specially Designated Nationals, a credit clinic, a credit repair organization, included on any government issued prohibition list (as published by OFAC, Treasury, or a similar regulatory entity), have not been involved in credit fraud or other unethical business practices, and (v) all Application Data You provide shall be true, correct, complete, and accurate.

5. SECURITY

You must reasonably cooperate with ClearVest Solutions's investigation of outages, security incidents, and any suspected breach of the Agreement. You are responsible for keeping Your account permissions, billing, and other account information up to date. You may be provided with a unique user ID as part of Your use of the Services, and will use reasonable and appropriate controls to secure such credentials, will immediately notify ClearVest Solutions of any unauthorized use of such credentials, and agree that You are responsible for the use of such credentials by any Party, whether authorized by You or not.

6. APPLICANT INFORMATION

You agree that We may disclose Applicant Data to Our Representatives, Lenders, Distributors, and third parties as necessary to provide the Services. We may transmit and share Your Applicant Data with our Affiliates, successors, assigns and designees, as well as any Lenders and Distributors, for the purpose of pre-qualifying Applicant for Business Financing or Consumer Financing (when applicable). You consent to ClearVest Solutions and its Representatives using Applicant Data to contact You via phone, text, SMS or any similar mechanism, including through the use of an automated telephone dialing system, for marketing purposes, using all methods now known and discovered in the future, including, but not limited to, auto-dialers, artificial messages, pre-recorded messages, and general telemarketing practices. You agree to allow ClearVest Solutions and its partners to use your data as outlined in our Privacy Policy (/privacy). Applicant further agrees that these calls may be regarding the products and/or services that Applicant has previously purchased and products and/or services that ClearVest Solutions may market to Applicant from time to time. Applicant may remove this consent at Applicant's request, by contacting ClearVest Solutions at the email address or phone number listed below; provided that ClearVest Solutions or its agent may continue to contact Applicant to service Your application or any Financing that Applicant obtains from a Lender.

7. CREDIT REPORTS

Applicant authorizes ClearVest Solutions and each Lender to request, receive and review any consumer, personal and business reports and other information about Applicant (including credit histories, hard credit pulls, credit card processor statements and bank statements) from one or more consumer reporting agencies, such as TransUnion, Experian and Equifax, and from other credit bureaus, banks, creditors and other third parties, for the purpose of pre-qualifying Applicant (including any owners, co-applicants or guarantors) for Business Financing or Consumer Financing (when applicable). Applicant acknowledges that the foregoing authorization constitutes Applicant's (or any owner's, co-applicant's or guarantor's) "written instruction" under the Fair Credit Reporting Act where required by law.

8. FEES & PAYMENTS

Fees, if any, associated with the Services will be as identified in the applicable Order. You authorize ClearVest Solutions to: (i) receive a commission from third parties, including Lenders, in connection with its provision of the Services without disclosure to You and (ii) to automatically charge any payment mechanism You provide in connection with the Services. You agree that You will keep an updated payment method on file with ClearVest Solutions in connection with any Services provided for a fee. All fees are due immediately upon their incurrence and without invoice. All amounts due under the Agreement are exclusive of any value added, goods and services, sales, use, property, excise and like taxes, import duties, and/or applicable levies.

9. INTELLECTUAL PROPERTY

9.1. Pre-Existing. Each Party shall retain exclusive ownership of Intellectual Property created, authored, or invented by it prior to the commencement of the Services. If You provide ClearVest Solutions with Your pre-existing Intellectual Property ("Customer IP") then You hereby grant to ClearVest Solutions, during the term of the applicable Service Order, a limited, worldwide, non-exclusive, royalty-free right and license (with right of sublicense where required to perform the Services) to use the Customer IP for the purposes of providing the Services. You represent and warrant that You have all rights in the Customer IP to grant this license and that ClearVest Solutions's use of such Customer IP shall not infringe on the Intellectual Property rights of any third-party.

9.2. Created by ClearVest Solutions. Excluding any Customer IP, ClearVest Solutions shall own all Intellectual Property created as part of providing the Services. Unless otherwise specifically stated in the Agreement, and subject to Your payment in full for the applicable Services, ClearVest Solutions grants You a limited, worldwide, non-exclusive, non-transferable, right and license (without right to sublicense) to use and display any Intellectual Property provided to You by ClearVest Solutions as part of the Services as necessary for You to enjoy the benefit of the Services.

9.3. Infringement. If the delivery of the Services infringes the Intellectual Property rights of a third-party and ClearVest Solutions determines that it is not reasonably or commercially practicable to obtain the right to use the infringing element, or modify the Services such that they do not infringe, then ClearVest Solutions may terminate the applicable Service Order on 90 days' notice and will not have any liability on account of such termination except to refund amounts paid for unused Services (if any).

10. DISCLAIMERS

10.1. We do not represent that the Services will be always available, completely secure, or error free. At Your request, We may provide services that are not required by the Agreement; any such services shall be provided AS-IS with no warranty whatsoever. ALL SERVICES AND APPLICANT DATA PROVIDED BY ClearVest Solutions ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS AND ARE NOT GUARANTEED AND NEITHER ClearVest Solutions, ITS REPRESENTATIVES, NOR THEIR SOURCES WILL BE LIABLE TO APPLICANT FOR ANY LOSS OR DAMAGE BASED ON THE CONTENT OF THE DATA OR SERVICES OR ANY ERRORS OR OMISSIONS THEREFROM.

10.2. ClearVest Solutions and its Representatives and the Distributor disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law, including implied warranties such as merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

10.3. ClearVest Solutions makes no representation or warranty whatsoever regarding any third-party products or services which We may recommend for Your consideration, or use in the performance of Our Services, and shall have no liability whatsoever for the actions, omissions, or determinations of any Lender. WE DO NOT GUARANTEE THAT APPLICANT WILL RECEIVE ANY FINANCING, OR THAT ANY OFFERS FROM LENDERS WILL BE ON COMMERCIALLY ADVANTAGEOUS TERMS. ClearVest Solutions IS NOT RESPONSIBLE FOR ANY LENDER'S OBLIGATIONS TO YOU.

10.4. Our website may contain links to third-party websites, such as lender sites. We are not responsible for the content, privacy policies, or practices of these sites.

11. TERM & TERMINATION

11.1. Term. The term of each Service Order shall commence upon the first to occur of: (i) the date specified in the Service Order or (ii) the date upon which You are provided with access to the Services. If no term is specified in the Service Order, then the initial term shall be for 90 days. Unless otherwise specified in the applicable Service Order, upon termination, each Service Order shall automatically renew for successive 90-day periods unless either Party provides the other with 90 days advance written notice. We may terminate any Service Order as to any Services which do not entail a recurring monthly fee or a pre-paid amount upon 30 days written notice.

11.2. Suspension. We may suspend Your access to the Services if: (i) We reasonably believe You are using the Services in violation of the Agreement or applicable law, (ii) Your payment is 5 days or more late, or (iii) as We deem reasonably necessary to protect the integrity of the Services or Applicant Data, or to comply with applicable law. We may temporarily suspend the Services at any time as required for maintenance, deployment, upgrades, and testing.

11.3. Termination. (a) For Cause: Either Party may terminate the Agreement or the affected Service Order(s) for cause on written notice if the other Party materially breaches the Agreement and does not remedy the breach within 30 days of the other Party's written notice describing the breach. (b) By ClearVest Solutions: ClearVest Solutions may terminate the Agreement or the affected Service Order(s), immediately and without cause, if (i) Your payment is 5 days or more late, (ii) ClearVest Solutions ceases to offer the Services, or (iii) ClearVest Solutions reasonably determines that Your continued use of the Services represents a material risk of financial, reputational or operational harm to ClearVest Solutions, its Representatives, Distributors, Lenders and/or other Applicants, including by instruction from any regulatory or governmental agency.

12. CONFIDENTIALITY

Each Party agrees not to use the other's Confidential Information except in connection with the performance or use of the Services, the exercise of its legal rights under this Agreement, or as required by law, and will use reasonable care to protect Confidential Information from unauthorized disclosure. Each Party agrees not to disclose the other's Confidential Information to any third-party except: (i) to its Representatives; (ii) as required by law; or (iii) in response to a subpoena or court order or other compulsory legal process, provided that the Party subject to such process shall give the other written notice of at least seven days prior to disclosing Confidential Information unless the law forbids such notice.

13. LIMITATION OF LIABILITY

13.1. ClearVest Solutions, ITS REPRESENTATIVES AND THEIR SOURCES DO NOT GUARANTEE OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, APPLICANT DATA OR THE MEDIA ON WHICH THE DATA IS PROVIDED AND SHALL NOT BE LIABLE TO APPLICANT FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY ClearVest Solutions'S, ITS REPRESENTATIVES' OR THEIR SOURCES' ACTS OR OMISSIONS, WHETHER NEGLIGENT OR OTHERWISE, IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE DATA OR SERVICES.

13.2. IN NO EVENT SHALL ClearVest Solutions, ITS REPRESENTATIVES OR THEIR SOURCES BE LIABLE TO APPLICANT OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS OR LOST PROFITS), WHETHER FORESEEABLE OR NOT, AND HOWEVER CAUSED, EVEN IF ClearVest Solutions, ITS REPRESENTATIVES OR THEIR SOURCES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PARAGRAPH STATES ClearVest Solutions'S, ITS REPRESENTATIVES' AND THEIR SOURCES' ENTIRE LIABILITY AND THE SOLE REMEDY OF APPLICANT IN CONNECTION WITH THE PROVISION OF THE DATA AND SERVICES.

IF, NOTWITHSTANDING THE PRIOR PARAGRAPH, LIABILITY CAN BE IMPOSED ON ClearVest Solutions, ITS REPRESENTATIVES OR THEIR SOURCES, THEN APPLICANT AGREES THAT THE AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO APPLICANT IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THE AGREEMENT, REGARDLESS OF THE CAUSE OR THE LOSS OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE AMOUNT PAID TO ClearVest Solutions FOR THE AFFECTED SERVICES AND APPLICANT COVENANTS AND PROMISES THAT IT WILL NOT SUE ClearVest Solutions, ITS REPRESENTATIVES, OR THEIR SOURCES FOR AN AMOUNT GREATER THAN SUCH SUM AND THAT IT WILL NOT SEEK PUNITIVE DAMAGES IN ANY SUIT AGAINST ClearVest Solutions, ITS REPRESENTATIVES OR THEIR SOURCES.

14. INDEMNIFICATION

14.1. If We, Our Affiliates, or any of Our or their Representatives (the "Indemnitees") are faced with a legal claim by a third-party (i) arising out of Your actual or alleged: willful misconduct, breach of applicable law, gross negligence, or breach of the Agreement, or (ii) based on Your breach of Your agreement with a Distributor or Your members, officers, financing parties or a Lender, then You will pay the cost of defending the claim (including reasonable legal fees) and any damages award, fine or other penalty that is imposed on the Indemnitees as a result of the claim.

14.2. We will choose legal counsel to defend the claim, provided that the choice is reasonable and is communicated to You. You must comply with Our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without Your consent, which may not be unreasonably withheld, delayed, or conditioned. You must pay costs and expenses due under this section as We incur them.

15. ASSIGNMENT

You may not assign the Agreement (including any Service Order) without the prior written consent of ClearVest Solutions. ClearVest Solutions may assign all or a portion of its rights and obligations under this Agreement without Your prior written consent.

16. SUBCONTRACTORS AND THIRD PARTY SERVICE PROVIDERS

ClearVest Solutions may use its Affiliates or subcontractors to perform all or any part of the Services, but ClearVest Solutions remains responsible under the Agreement for work performed by its Affiliates and subcontractors to the same extent as if ClearVest Solutions performed the Services itself. You may be required to use a third party service in connection with Your use of the Services. Such third party service providers are not subcontractors, their services are not part of Our Services, and they are each solely responsible for the performance of their own services.

17. NOTICES

Your routine communications to ClearVest Solutions regarding the Services should be sent to us by email at support@clearvestsolutions.com. To give notice regarding termination of the Agreement for breach, indemnification, or other legal matter, You must send it by electronic mail to [Legal notices email] and first-class post to:

Clearvest Marketing Consultancy Chan Compound, Bitoon, Dumanjug, Cebu 6035, Philippines

ClearVest Solutions's routine communications regarding the Services and legal notices will be sent by email or post to the individual(s) You designate as Your contact(s) on Your account. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a business day, as of the beginning of the first business day following the time posted or delivered. For purposes of counting days for notice periods, the business day on which the notice is deemed received counts as the first day.

18. PUBLICITY, USE OF MARKS

You agree that We may publicly disclose that We are providing Services to You and may use Your name and logo to identify You in ClearVest Solutions promotional materials, including press releases. You may not use the ClearVest Solutions name or logo, or other identifying indicia, without ClearVest Solutions's prior written consent.

19. FORCE MAJEURE

Neither Party will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond its control, such as significant failure of a part of the power grid, failure of the internet, natural disaster or weather event, war, riot, insurrection, epidemic, strikes or labor action, terrorism, or other events beyond such Party's reasonable control.

20. GOVERNING LAW & VENUE

The Agreement is governed by the laws of the State of [Governing law state], USA, exclusive of any choice of law principle that would require the application of the law of a different jurisdiction. APPLICANT AND ClearVest Solutions AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS BETWEEN THEM IN A COURT OR BEFORE A JURY. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THE AGREEMENT OR THE SERVICES WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE SEAT OF THE ARBITRATION SHALL BE [Arbitration county and state]. No claim may be brought as a class or collective action, nor may You assert such a claim as a member of a class or collective action that is brought by another claimant. Each Party agrees that neither shall bring a claim under the Agreement more than 2 years after the time that the claim accrued. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.

21. ADDITIONAL TERMS

21.1. Proprietary Scoring. We may assign a proprietary credit and risk scoring metric to an Applicant (the "Score"). The Score may or may not be used by Lenders and is not an endorsement or guarantee of Applicant's credit worthiness as seen by Lenders. There are many scoring models used in the marketplace and each scoring model may have its own set of factors and scale. The information and credit scoring may be different than that used by a lender. The Score may not be identical in every respect to any other credit score produced by another company or used by a given Lender.

The Score is calculated using Applicant's actual data from Applicant's credit file on the day that the Score is calculated. Other factors, such as length of employment and annual salary, are often taken into consideration by lenders when making decisions about financing. How each Lender weighs its chosen factors may vary, but the exact formula used to calculate the Score is proprietary. Each consumer reporting agency has its own set of data, which may result in a separate Score for each of Applicant's credit files.

All Scores provided by ClearVest Solutions shall be held in strict confidence and may never be sold, licensed, copied, reused, disclosed, reproduced, revealed or made accessible, in whole or in part, to any person except as required by law or as otherwise set forth in the Agreement.

21.2. FCRA NOTICE. You acknowledge the following in connection with any authorization You provide to access Your credit report: The Fair Credit Reporting Act allows me to obtain a disclosure from every credit reporting agency of the nature and substance of all information in my file at the time of the request. I am entitled to receive a disclosure directly from the consumer reporting agency free of charge under the following circumstances:

a. I have been denied credit, insurance, or employment within the past sixty (60) days as a result of my credit report. In such cases, I am entitled to a free copy of my credit report from the agency that provided the report used in the decision. b. I certify in writing that I am unemployed and intend to apply for employment in the 60-day period beginning on the date on which I made the certification. c. I am a recipient of public welfare assistance. d. I have reason to believe that my file at the agency contains inaccurate information due to fraud. e. Annually at www.annualcreditreport.com

Otherwise, the consumer reporting agency may impose a reasonable charge for the disclosure. The Fair Credit Reporting Act permits me to dispute inaccurate or incomplete information in my credit file. I understand that accurate information cannot be changed. ClearVest Solutions is not a credit reporting agency. I do not have to purchase my credit report or other information from ClearVest Solutions to dispute inaccurate or incomplete information or to receive a copy of my consumer credit report. To request a report or file a dispute, I must contact the credit reporting agencies directly.

Consumers residing in the States of Colorado, Connecticut, Georgia, Maine, Maryland, Massachusetts, Minnesota, New Jersey, and Vermont may receive a free copy of their consumer credit report once per year. Residents of the State of Georgia may receive two copies per year.

If I suspect identity theft or fraud, I can place a fraud alert on my credit file by contacting any of the three major credit reporting agencies listed below. A fraud alert notifies lenders to take extra steps to verify my identity before extending credit, and it is available free of charge.

You can contact the three major credit reporting agencies at:

• Equifax: 1-800-685-1111 or www.equifax.com
• Experian: 1-888-397-3742 or www.experian.com
• TransUnion: 1-800-916-8800 or www.transunion.com

For your free annual credit report, visit www.annualcreditreport.com or call 1-877-322-8228.

22. MISCELLANEOUS

22.1. Some terms are incorporated into the Agreement by reference to pages on the ClearVest Solutions website and may be revised from time to time. Such revisions will be effective and supersede and form part of the Agreement as of the time (a) You enter into a new Service Order or (b) a Service Order automatically renews pursuant to the Agreement, in which case You acknowledge that You have reviewed and accept the then-current version of the terms as of the date of the renewal. If there is a conflict between the terms of the Agreement, the documents will govern in the following order: this Customer Agreement, the Product Terms, and the Service Order. The headings or captions in the Agreement are for convenience only. Unless otherwise expressly permitted in the Agreement the terms of the Agreement may be varied only by a written agreement signed by both Parties that expressly refers to the Agreement. The pre-printed terms of Your purchase order or other business form or terms that You provide shall be void and of no effect. You represent and warrant that You have all right and authority to enter into this Agreement and to bind Applicant to this Agreement.

22.2. If any part of the Agreement is found unenforceable, the rest of the Agreement will continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable and give business efficacy to the Agreement. Each Party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. The relationship between the Parties is that of independent contractors and not business partners. Neither Party is the agent for the other and neither Party has the right to bind the other on any agreement with a third-party. The use of the word "including" means "including without limitation". Other than Representatives for the purposes of Sections 10, 13, 14, and 21.1, or as expressly identified as a third-party beneficiary in the Agreement, there are no third-party beneficiaries to the Agreement.

22.3. The following provisions shall survive expiration or termination of the Agreement: Intellectual Property, Confidential Information, Indemnification, Limitation on Damages, Governing Law, Notices, Miscellaneous, all terms of the Agreement requiring You to pay any fees for Services provided prior to the time of expiration or termination, or requiring You to pay an early termination fee, and any other provisions that by their nature are intended to survive expiration or termination of the Agreement.

22.4. The Agreement constitutes the complete and exclusive understanding between the Parties regarding its subject matter and supersedes and replaces any prior representation(s), agreement(s) or understanding(s), written or oral.

22.5. We may update this Customer Agreement from time to time. The "Last Updated" date at the top of this page shows when the latest changes were made. By continuing to use our services after the effective date, you agree to the updated terms.

22.6. Any third party that accesses or integrates with the ClearVest Solutions API, platform, or systems, whether at the direction of a Customer or independently, agrees to be bound by the terms of this Agreement, including any Third-Party Data Exchange Policy. ClearVest Solutions reserves the right to suspend or terminate access by any third party that fails to comply with these obligations or otherwise presents legal, regulatory, or security risks.

23. CONTACT US

If you have any questions about this Customer Agreement, please contact us at:

• Email: [Legal notices email]
• Address: Clearvest Marketing Consultancy, Chan Compound, Bitoon, Dumanjug, Cebu 6035, Philippines