Last Updated: 08/18/2026

Clerq Inc. (“we,” “us,” or “our”) provides a payment processing platform (the “Platform”) that facilitates payments between you (“you” or “your”) and the merchants, brands, sellers and buyers that you love (collectively, “Merchants”).

The Platform is made available to you subject to the Terms of Service contained herein (these “Terms”). By indicating your agreement to these terms through any method we provide you or by initiating a transaction through the Platform, you are agreeing to and signing these Terms, our Privacy Policy, any third-party terms (including those of any Merchant), and any additional terms we may make available from time to time. NOTE THESE TERMS INCLUDE A WAIVER OF JURY TRIAL WHICH MAY AFFECT YOUR RIGHTS. Please read these Terms carefully, as they constitute a legal agreement between you and us. You may not use the Platform if you do not agree to these Terms.

1. Access; Security.

1. You may be asked to provide an email address and/or phone number which will be linked to an account so we may identify you on the Platform (your “Account”). If you provide a phone number, you consent to receive text messages from us, subject to the terms of Section 8, below. Any information you provide to us will be governed by the terms of our privacy policy, located here: https://www.clerq.io/privacy-policy (the “Privacy Policy”).

2. We reserve the right to limit or refuse any and all current or future access to the Platform (or any portion thereof) for violations (or suspected violations) of these Terms, which may include, without limitation, temporarily freezing or permanently terminating your access to the Platform. In addition to the foregoing, we reserve the right to take any action that we deem necessary to ensure the security of the Platform, including, without limitation, removing any of the information you store with us (including information you store to facilitate any repeated transactions, e.g., the bank account information you have on file) or requesting additional information to authorize transactions through the Platform.

3. We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

2. Platform; MERCHANT Services.

1. License Grant for Use of the Platform.

Subject to your compliance with these Terms and all applicable international, federal, state, and local laws, rules, and regulations, we grant you alimited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Platform solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or any other use.

2. Merchant Services.

4. You acknowledge that the Platform functions solely to facilitate payments between you and Merchants, including purchases and payouts. All products and services you purchase will be delivered, fulfilled, performed, or provided by such Merchants, including, without limitation, product inquiries, requests for payment reimbursement, and customer support. ALL PAYOUTS ARE INITIATED AND DETERMINED SOLELY BY THE APPLICABLE MERCHANT. ALL GOODS AND/OR SERVICES PROVIDED BY ANY MERCHANT THROUGH THE PLATFORM, AND ALL PAYOUTS INITIATED BY ANY MERCHANT THROUGH THE PLATFORM, ARE OFFERED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY FROM US. WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR RELATING TO YOUR PURCHASE OF ANY GOODS AND/OR SERVICES OFFERED BY ANY MERCHANT THROUGH THE PLATFORM OR ANY PAYOUT INITIATED BY ANY MERCHANT THROUGH THE PLATFORM.

5. Merchants may operate certain rebate, loyalty, or rewards programs (the “Merchant Programs”). THE MERCHANT PROGRAMS ARE OPERATED AND ADMINISTERED SOLELY BY MERCHANT AND ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY FROM US. Participation or enrollment in any Merchant Program is at your sole risk. You are solely responsible for complying with any additional terms with respect to such Merchant Programs. Service or customer support for any Merchant Programs should be obtained directly through the Merchant. Merchants may also impose surcharges, fees, or other charges in connection with transactions processed through the Platform, and any such surcharges, fees, or charges are determined solely by the applicable Merchant.

6. We do not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by any Merchant or any payout initiated by any Merchant. We do not have control of, or liability for, goods or services purchased through the Platform or payouts initiated through the Platform. We do not offer any payment protection and do not provide reimbursement in connection with your Merchant transactions. Similarly, your bank is not required by law to provide you with protection against items that you pay for with a bank transfer but that you do not receive or that are significantly not as described. You should contact your bank to determine if they voluntarily provide any purchase protection. You should carefully review each Merchant’s return policies before purchasing.

7. We reserve the right to approve, reject, hold, or cancel any transaction you make on the Platform for any reason in our sole discretion, including, without limitation, if your bank account has insufficient funds, we determine there is fraudulent or otherwise potentially high-risk or illegal activity associated with your account, technical limitations, failures, or delays by third parties, including, without limitation, your bank or our Third Party Partners (as defined below).

3. Linking a Payment method AND RISK CHECKS.

1. Generally. You can link or unlink your bank account to your Account to enable you to make purchases or receive payouts from Merchants. Before linking a bank account, you should review and understand the consumer protection rights and remedies available for different payment sources under the Electronic Fund Transfer Act (EFTA) and Fair Credit Billing Act (FCBA). Please keep your payment method information current. If this information changes, we may update it using information and third-party sources available to us without any action on your part. If you no longer wish to use the Platform and you would like to terminate Clerq’s and the Merchant’s access to your bank account information, you may request such deletion at compliance@clerq.io. You understand and agree that even after you terminate access to your bank account information, Clerq may retain certain information related to your bank account to fulfill certain recordkeeping obligations. Such information will be retained pursuant to the Privacy Policy. If we update your bank account information, we will keep any preference setting attached to such payment method.

2. Microdeposits. By linking a bank account to your Account, you authorize us to initiate microdeposits (each less than $1.00) to and a corresponding debit (equaling the amount of those microdeposits) from that bank account.

3. Automatic Payments.You can agree with a Merchant to use the Platform as the payment method for future purchases with that Merchant. This agreement is between you and the Merchant and allows you to pay the Merchant on a one-time, recurring, or sporadic basis. You may modify or cancel any recurring automatic payment three business days before the date of the next scheduled payment through the Platform or by contacting us at compliance@clerq.io. Once your automatic payment is canceled, all future automatic payments under your agreement with that Merchant will be stopped. If you cancel an automatic payment, you may still owe the Merchant money for the purchase or have additional obligations to the Merchant for any goods or services that you receive but have not paid for. For more information regarding automatic and recurring payments, please review the recurring payment authorization provided to you at the time you initiate the transaction.

4. Refund Payments and Payouts. If a Merchant initiates a refund to you, you authorize us to disburse the amount of the refund by initiating a one-time credit entry to the bank account that you initially used to make your purchase. If a Merchant initiates a payout to you, you authorize us to disburse the amount of the refund by initiating a one-time credit entry to the bank account that you linked to your Account for the purpose of receiving the payout.

5. Third Party Partners. We may use certain third-party service providers, including data aggregators, to facilitate your use of the Platform, including to connect your bank account (collectively, “Third Party Partners”). When you use these features, you are interacting directly with the applicable Third Party Partner, and your use of its services is governed by its own terms and privacy policy. You acknowledge and agree that these Third Party Partners are not under our control. We are not responsible or liable for, and we make no representation, warranty, or covenant concerning, any information, service, or content provided by such Third Party Partners. Our Third Party Partners may include, without limitation:

1. MX’s whose terms and conditions are available here: https://www.mx.com/minimum-terms-and-conditions/;

2. Finicity, whose terms and conditions are available here: https://connect2.finicity.com/assets/html/connect-eula.html

6. Verification and Risk Checks. To verify your identity, to approve or decline payment transactions, and to detect and prevent fraud, we may obtain information about you from third-party providers. Some of these providers are consumer reporting agencies, and some of the information we obtain may be consumer reports. We obtain this information in connection with transactions you initiate on the Platform and to review your account. We use this information only for the purposes described in this Section and as described in our Privacy Policy, and we do not use it to make credit decisions.

4. Restrictions on Use.  

You may not, nor may you permit any third party, directly or indirectly, to:

3. perform or attempt to perform any actions that would interfere with the proper working of the Platform, prevent access to or use of the Platform by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;

4. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell, or distribute in any way the Platform or any material or information available thereon;

5. use and benefit from the Platform via a rental, lease, timesharing, service bureau, or other arrangement;

6. transfer any rights granted to you under these Terms;

7. export the Platform, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);

8. engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Assets Control (31 C.F.R. Parts 500-599), including, without limitation, the provision of the Platform to or for the benefit of any jurisdiction, entity, or individual blocked or prohibited under any applicable sanctions program. If found to be in apparent violation of these restrictions, your Account could be terminated and your funds could be held for an indefinite period of time;

9. access or monitor any material or information on the Platform using any manual process or robot, agent, spider, scraper, or other automated means;

10. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on the Platform, work around, bypass, or circumvent any of the technical limitations of the Platform, use any tool to enable features or functionalities that are otherwise disabled in the Platform, or decompile, disassemble, or otherwise reverse engineer the Platform;

11. use the Platform for any illegal activity or goods or in any way that exposes us, our other customers, our partners, or you to harm; or

12. otherwise use the Platform except as expressly allowed under these Terms.

5. Modifications.

We reserve the right to modify the Platforms and the policies governing the use thereof at any time, including, without limitation, these Terms. We will post any modifications on our website https://www.clerq.io/, modal, or other user interaction in which you view these Terms and the “Last Updated” date will be appropriately updated. You understand and agree that if you use the Platform after the date on which the Terms have been updated, we will treat your use as acceptance of the updated Terms. We may make changes to the Platform and the services, material, or information available thereon at any time without prior notice to you.

6. Effect of Termination.

If these Terms or your Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) you agree to immediately terminate and cease use of the Platform, (c) we may (but have no obligation to) delete your information and Account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Platform, or for deletion of your information or Account data. In addition, we make no guarantee that any transaction pending or in process at the time of termination or suspension of your Account will be successfully completed.

7. Your Representations and Warranties.

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Platform and have the right, power, and ability to enter into and perform under these Terms; (c) any information you provide in connection with the Platform, including information provided in the creation of your Account, is accurate, complete, and truthful; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you; (e) you will not use the Platform, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Platform; and (f) your use of the Platform will comply with these Terms.

8. Text Message Service.

If you provide your phone number in connection with your use of the Platform, you consent to receive text messages. The following terms apply to text messages we send you in connection with your use of the Platform:

13. You may cancel or opt-out of your receipt of text messages at any time. Just reply “STOP” to the short code. After you send the “STOP” message to us, we will send you a reply message to confirm that you have canceled receipt of text messages. After this, you will no longer receive text messages from us. If you want to receive text messages from us again, you may re-enroll.

14. If you are experiencing issues with our text message service you can reply with the keyword "HELP" for more assistance, or you can get help directly at compliance@clerq.io.

15. We are not liable for any delayed or undelivered messages.

16. Message and data rates may apply for any messages sent to you by us and vice versa.The number and frequency of messages you receive from us may vary. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

17. WE ARE NOT RESPONSIBLE FOR THE TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY INFORMATION DELIVERED TO YOU VIA TEXT MESSAGE.

9. No Warranties.  

THE PLATFORM AND ANY MATERIAL OR INFORMATION AVAILABLE THEREON ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE PLATFORM OR ANY MATERIAL OR INFORMATION AVAILABLE THEREON. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING YOUR PAYMENT INFORMATION, THE INFORMATION OF THE PAYEE, AND ANY OTHER INFORMATION OBTAINED FROM OR DISPLAYED ON THE PLATFORM BEFORE RELYING ON IT. USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PLATFORM OR ANY MATERIAL OR INFORMATION AVAILABLE THEREON WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, OR ERROR-FREE. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM SHALL BE TO DISCONTINUE USE OF SAME.

10. Proprietary Rights.  

We reserve all rights not expressly granted to you in these Terms. The Platform is protected by copyright, trademark, patent, and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Platform and all copies of same. All trademarks, service marks, and logos that are used or displayed on the Platform are owned by us or our licensors (which may include Merchants) (collectively, “Marks”). These Terms do not grant you any rights to the Marks.

11. Violation of Policies; Disclosure of Information.

We reserve the right to seek all remedies available at law and in equity for violations of the policies governing or applicable to the Platform, including, without limitation, these Terms, including the right to block access from a particular Internet address to the Platform. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited elsewhere (including in the Privacy Policy), we reserve the right, at all times, to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.

12. Indemnity.

You agree to indemnify, defend, and hold harmless us and our processors (and our respective employees, directors, agents, affiliates, and representatives) from and against claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (i) any actual or alleged breach of yourrepresentations, warranties, or obligations set forth in these Terms; (ii) your violation any third party rights, including, without limitation, any right of privacy, publicity rights, or intellectual property rights; (iii) your wrongful or improper use of the Platform; (iv) your negligence, fraud, or willful misconduct; (v) your Account, including, without limitation, any other party’s access or use of the Platform through your Account; (vi) your violation of any law or regulation; and/or (vii) any transaction, purchase, payout, good, or service wherein we provide (or provided) you with payment processing services in accordance with the policies  governing or applicable to the Platform, including, without limitation, these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.

13. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PLATFORM. IN ALL CASES, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The limitation of liability set out herein will survive any termination of these Terms.

14. Right to Monitor.

We reserve the right to actively monitor your use of the Platform and use any information gathered during such monitoring for any permissible purpose under the policies governing or applicable to the Platform, including, without limitation, the Privacy Policy and these Terms. Additionally, we may, at any time as we deem appropriate, remove any materials from the Platform in our sole discretion.

15. Choice of Law; Venue.

By using the Platform, regardless of where you live or are located in the world, you consent to these Terms. Any claims relating to the information, services, or products made available through the Platform will be governed by the laws of the State of Delaware, U.S.A., excluding the application of its conflicts of law rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in New York, New York.

16. Wavier of Jury Trial.

YOU HEREBY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE ALL OF YOUR RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY CONDITIONS OR PROVISIONS CONTAINED IN THESE TERMS.

17. Contact Us.  

If you have any questions about the Platform or the services, material, or information available thereon, you can contact us at compliance@clerq.io.

18. Miscellaneous

1. Relationship Between You and Us.

There is no fiduciary relationship between you and us. These Terms do not create a relationship of principal and agent, partnership, joint venture, or employer and employee, between you and us. You may not enter into any contract on our behalf or bind us in any way.

2. Time Limit on Claims Against Us.

You agree that any claim you may have arising out of or related to your use of the Platform or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.

3. Assignment.

We may assign these Terms or any part of them without restriction or condition. You may not assign or otherwise transfer these Term or your rights under these Terms without our prior written consent and any assignment by you in violation of this prohibition will be null and void.

4. Severability; Waiver.

If any provision of these Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions will continue in full force and effect. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

5. Our Remedies.

You agree that any violation or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

6. Notice; Electronic Communications.

1. By using the Platform, you consent to receive communications from us electronically. We may communicate with you using the phone number or e-mail address we have on file for you (if any) or by posting notices on our website https://www.clerq.io. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

2. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.