These Terms of Service ("Terms" or "Agreement") govern how Clarity Global Inc, with its registered address at 222-1100 8 Ave SW, Calgary, Alberta, T2P3T8, Canada, registration number 2024267623, and MSB registration number M22927420 (hereafter the "Company", "Clarity Global"), interacts with visitors and/or users of the website and individuals or entities that register to use the services ("visitors," "users," "you", "customer" or "client") through the website www.clarityglobalinc.com (the "Site" or the "Website") and any of its subdomains, mobile applications, and related services (collectively, the "Services").

These Terms and Conditions, together with the Privacy Policy and the Fee Schedule document, form a legal agreement between Clarity Global Inc. and you.

Depending on your profile and needs, the Terms may be supplemented by the following, without limitation:

• Onboarding Form;
• Communication with the client through approved communication channels Form;
• Source of Wealth or other declaration forms.

The terms "we," "us," and "our," as used anywhere in this Agreement, refer to Clarity Global, together with its employees, consultants, directors, successors, affiliates, and assignees.

This Agreement is entered into by and between the Company and the customer (which may be a legal entity or a natural person) who has completed the Registration and Account Opening Process and has been accepted by the Company as a customer. This Agreement governs the terms under which you may access and use the services provided via our website. By accessing and using the Service, you agree to this Agreement, the Terms and Conditions, the Fee Schedule, and the associated Privacy Statement as provided herein. If you do not agree with the policies and practices in these Terms, your choice is not to use this Site or the Services in connection with this Site. By using the Site and Services, you agree to abide by all applicable local, national, and international laws and regulations in connection with your use of the Site. You acknowledge and agree that your use of the Internet and access to the Site is solely at your own risk.

In addition to the Terms, you should also read our Privacy Policy carefully, which sets out how we collect and use your personal information ("Privacy Policy"). The Privacy Policy is an integral part of the Terms of Use and all visitors and users of the Site and the Services are subject to it. By accessing our Site and/or opening an Account with us, you acknowledge and agree to our Privacy Policy.

The Company reserves the right to change this Agreement at any time without prior notice. You agree to continue to be bound by any amended Terms and acknowledge that the Company has no obligation to notify you of such amendments. You acknowledge that it is your responsibility to check these Terms periodically for changes and that your continued use of the Services following the posting of any changes indicates your acceptance of such changes. Changes will not apply to transactions performed prior to the date the changes become effective, unless specifically agreed otherwise. The current version of the Terms and Conditions is always available on our website. If you disagree with the changes, you may terminate the Agreement in accordance with the Termination section.

“Account” – A digital payment account or electronic ledger account made available to the Customer by Clarity Global for the purpose of receiving, holding, transferring and otherwise using Funds in connection with the Services. An Account is not a bank deposit account. Each Account is accessible through the Customer User Credentials provided to you by us as part of the Account opening.

"Banking Partner" – any bank, credit institution, payment service provider, electronic money institution, settlement institution, payment network or other regulated or authorised financial service provider engaged by Clarity Global in connection with the Services. Any reference in these Terms to a “Bank” shall be construed as a reference to the applicable Banking Partner.

"Business Day" – A day other than a Saturday, Sunday, or public holiday in Canada.

“Cancelled Transaction” – A transaction that has been voided or nullified, typically due to customer request, non-authorization, or other specified circumstances.

“Conversion Rate” – The exchange rate used by us for converting one currency into another during transactions.

“Funds” – your funds stored electronically with us, used for making payments or transfers at your discretion and subject to our approval. Funds do not constitute a deposit with Clarity Global and the account can not be considered as a safeguarding account.

“Fund Transfer” - The process of transferring funds from your Account to another account or vice versa, either within our system or with external accounts.

“Transaction” – any type of activity subject to this Agreement carried out in the Customer's Account(s), including but not limited to fund transfers, e-money payments, deposits, payments, and transfers to or from external accounts.

“Services” – the services available through our Site, provided by us, for account opening and the execution of any available payment Transactions through the Account. We do not provide a currency trading service. You acknowledge and agree that you may only enter into FX conversion only for the purpose of facilitating a payment.

“Privacy Policy” – the document outlining how we collect, use, and protect our customers' data and information.

“Reserve Account” or “Reserves” – an amount determined by us (a Minimum Reserved Balance) from the client and maintained as a source of funds, which is non-interest bearing. This Reserve is established to cover any and all actual and reasonably anticipated claims, losses, costs, penalties, and expenses that may arise in connection with the Services, such as recall of funds and potential risks, as further detailed in this Agreement. We may ask you to open a Reserve Account per clause 15 below.

“Refund” – The process of returning funds to the original sender's account due to cancellation, return, or other valid reasons.

“Remittance Fee” – A fee for performing any Transaction using the Account and/or our Services, as per the Fee Schedule, which may be amended from time to time.

“Top-up” or “ Funding” – Adding funds to the customer's Account. To fund an Account via bank transfer, the Client must add and verify a third-party bank account of which the Client is the named holder.

“Transaction History” – A record of all Transactions the customer conducts through our Services, including payments, transfers, and account activities.

“User Credentials” – The unique identification information the customer provides to access and use our Services and the Account, such as usernames, passwords, or security tokens.

The Service is offered to enable you to open an Account and perform Transactions and send fund remittances anywhere applicable in the world. You should only use the Service to send funds to people and/or entities you have a close personal or business relationship with, or trust, and never strangers, as many frauds are perpetrated over the Internet or through social networking.

The Service is designed to allow users to send and receive funds around the world where Clarity Global offers its Service, but may not be available in certain countries depending on local and/or other laws and regulations.

If you submit a transaction via our Site, your request that we process your Transaction is an offer on your part, which we may accept or reject at our sole discretion. If accepted, we shall process the Transaction. Certain Transactions that exceed certain amounts, and/or transfers to certain destinations and/or of a certain nature, may take longer or be subject to additional restrictions. Clarity Global reserves the right to limit the amount of any Transaction or transfer, or to decline any transaction that may violate applicable law or Clarity Global policies. When required by applicable law, Transactions shall be reported to federal, provincial, local, and/or foreign authorities.

All Transactions are subject to the Bank's approval prior to execution. No Transaction will be carried out without the Bank's consent, even if an order has been received. Any transaction not approved by the Bank will not be executed; remittance fees charged by Banks will not be refunded, and Clarity Global will bear no liability towards the Customer in such cases. The execution time of any transaction is subject to the Bank's cut-off times for processing.

You acknowledge and agree that we reserve the right to change the banking partner associated with your account at our sole discretion and without prior notice, for reasons including continuity of service, regulatory compliance, or risk management. While we will take reasonable steps to inform you of such changes as soon as practicable, such notice may be provided after the change has taken effect. We shall not be liable for any delays, disruptions, or inconveniences arising from such changes.

The Company does not guarantee that the Services will be available at all times. The Company reserves the right to delay, deny, or make unavailable any or all of the Services, any part of the Site, and/or the entire Site at any time and at its sole discretion. The Company shall not be responsible or liable for the unavailability of any Service and/or the Site, whether caused by the Company, a third party, or a force majeure event.

You understand that such events may cause delays in the execution or processing of your orders and transactions, and you irrevocably release the Company from any liability in this regard. "Force majeure" refers to events beyond the Company's reasonable control, including acts of God, government actions, fire, flood, storm damage, earthquakes, labor disputes, war, and riots.

To use the Services and open an Account, you must undergo our registration process, providing information for identity verification (including KYC) and detection of money laundering (AML), terrorist financing, fraud, or other financial crime. You permit us to keep a record of such information ("Registration Information").

We may request personal information from you, including your name, address, telephone number, email address, date of birth, government identification, and bank account details. By providing this information, you confirm it is accurate and authentic.

During verification, we may require documents such as proof of address and a government-issued identity document, each valid for at least the next six months. We may also verify your identity through video and/or audio calls. You are obliged to provide all necessary documentation and information as required from time to time.

We may request additional KYC information and/or documentation at our sole discretion at any time, and you are obliged to fully cooperate. We may suspend or restrict your use of the Services until you provide the required information to our full satisfaction.

You acknowledge that, to conduct verification and background checks under our KYC/AML procedures, we may perform inquiries directly or through third-party service providers to prevent fraud, suspicious activity, misidentification, money laundering, or other prohibited activity. You consent to the Company's transfer of your information as required for these legitimate business purposes. The Company will retain your relevant KYC/AML information for as long as necessary to perform reviews and comply with legal obligations. Personal Information collected as part of the Registration, KYC or AML process may also be disclosed to competent governmental, regulatory or law-enforcement authorities where such disclosure is permitted or required under applicable law and as further described in clause 7.5 and the Privacy Policy.

We may, in our sole discretion, refuse to open an Account for you and/or limit the number of Accounts you may hold with us.

We reserve the right to take any action we deem necessary based on the outcome of our KYC/AML processes. If you fail our reviews for any reason, you may be prevented from or limited in using our Services, and we may report findings, along with your personal information, to the competent authorities. Decisions regarding approval or reporting are within the Company's sole and absolute discretion, and we are under no obligation to provide feedback on the exact nature of our findings.

Clarity Global has a general obligation to report suspicious activity identified during its business relationship with the Client to the relevant authorities, and to comply with other AML/CFT reporting obligations. Clarity Global shall not be held liable for fulfilling these duties.

You affirm and guarantee that all documents and information you provide are true, accurate, and complete, and you agree to promptly update your registration information if changes occur.

At any time, even after the Account is opened, and to comply with applicable laws, we reserve the right to request additional documents and/or information, including regarding your source of funds. You agree to respond to verification calls and video verification whenever we consider it necessary.

You authorise us to verify the information you provide, including by obtaining information from third parties about you.

We may request evidence and documentation to support any transaction, including Source of Funds, Source of Wealth, tax confirmations, and other documents required by our compliance team.

If the information provided is deemed unsatisfactory or does not meet our risk assessment criteria, we reserve the right to refuse to provide our services to you.

Subject to applicable law, Clarity Global may disclose information concerning you, your Account, your transactions and your relationship with Clarity Global to governmental, regulatory, supervisory, judicial, tax or law-enforcement authorities in Canada or any other jurisdiction where Clarity Global reasonably considers such disclosure necessary or appropriate in connection with a request, inquiry, investigation, regulatory matter, prevention or investigation of fraud or other unlawful activity, or the protection of Clarity Global, its customers or its service providers.

In respect of information relating to a corporate Client that does not constitute Personal Information, the Client expressly authorises Clarity Global to make such disclosure, including disclosure of the Client's identity, Account details, transaction records and related corporate information, including any information about UBO, Shareholders, Directors and any authorised users, and you are confirming that all necessary approvals from the above individuals were duly obtained.

Any disclosure of Personal Information relating to an identifiable individual shall be made only where permitted or required under applicable privacy and data protection laws or where valid consent for such disclosure has been obtained.

Separately and without limiting the foregoing, Clarity Global may report suspicious transactions or other matters to the competent authorities where required or permitted under applicable AML/CFT or other laws.

Clarity Global, at its sole discretion, may terminate your account or restrict your access to the Site or Service at any time and for any reason, without prior notice.

You declare that you are over 18 years old if you are a natural person, or that you have full legal capacity if you are a legal entity, to enter into this Agreement and use the Site and Services.

Clarity Global complies with applicable AML/CFT laws and does not provide services to clients from sanctioned countries. Clarity Global abides by the Company's blocked-list policy; applicants from such jurisdictions will be rejected.

Clarity Global does not provide services to Quebec province residents or U.S. nationals. You are prohibited from using the Services if located in, or a resident of, the United States of America or any of its states, territories, or jurisdictions, or any location where use of the Services would be illegal.

You may not use our Services if located in, or a resident of, any other jurisdiction the Company has, at its sole discretion, decided to prohibit ("Prohibited Jurisdictions").

You represent and warrant that you are not a citizen or resident of any Prohibited Jurisdiction and will not use our Services while located in one.

You are responsible for complying with the laws applicable to your jurisdiction.

The list of Prohibited Jurisdictions may be amended by the Company according to applicable laws and regulations and at the Company's sole discretion.

The Company may, at its sole discretion, restrict access to the Services or Site in certain jurisdictions. If the Company determines you are accessing from a restricted or Prohibited Jurisdiction, or if you have provided false information about your location, citizenship, or residence, the Company reserves the right to immediately close any of your accounts.

You are responsible for maintaining the security and confidentiality of your Account, password, and any other User Credentials, and for all activities conducted through your Account.

If your login credentials are compromised due to viruses or malware on your devices, the Company is not liable, and you remain responsible. Report any possible hacks or security breaches immediately. Any compromise of your credentials may expose your personal and confidential information to unauthorized access, potentially resulting in loss or theft of funds.

If you become aware of any unauthorized access to your account, notify us immediately with all relevant details.

Although Clarity Global has taken measures to ensure the confidentiality of communications and materials transmitted to or from the Site, no data transmission can be guaranteed to be 100% secure. In case of any breach of security measures due to our systems, the user will be notified by us immediately.

You represent and warrant that your use of our Site and Services complies with all applicable laws and regulations. Any criminal or fraudulent activity committed by you or under your supervision through the Site, Services, or Account is strictly prohibited, including fraud, money laundering, illegal operations, terrorist financing, or malicious hacking. You also agree not to conceal or alter your IP location and will always disclose your accurate and true location.

We reserve the right to cancel and/or suspend your Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use or illegal activity.

Clarity Global, at its sole discretion, reserves the right to unilaterally block access to the Services and/or freeze funds, as well as return funds to the sender subject to applicable fees, in cases of suspected illegal or fraudulent activity, non-compliance with this Agreement, and/or as required by law. Clarity Global has a legal obligation to notify the relevant authorities in such circumstances.

Remittance Fees. In consideration for the use of the Service, you agree to pay Clarity Global a fee for each Transaction at the applicable rate then in effect according to your Fee Schedule, plus any applicable fees for additional services (the "Remittance Fee" or the "Fees").

Fees are immediately due and payable to Clarity Global on provision of the relevant Service. Clarity Global may deduct Fees automatically as they accrue from any of your accounts. If there are insufficient funds to cover Fees, resulting in a negative balance, you shall promptly, but no later than 3 Business Days after receipt of notice, upload sufficient funds to cover any outstanding Fees.

Late Payment and Interest Charges. If any sums due are not paid in full by the due date, the Company may charge interest on the overdue amount at a rate of 4% per annum above the prime rate of interest announced from time to time by Royal Bank of Canada as its reference rate for Canadian dollar commercial loans made in Canada, accruing daily and calculated on the basis of a 365-day year from the due date until payment is made in full, whether before or after judgment.

For the purposes of the Interest Act (Canada), whenever interest is calculated on the basis of a period other than a calendar year, the yearly rate to which such rate is equivalent is that rate multiplied by the actual number of days in the calendar year and divided by the number of days in that period. In no event shall the aggregate interest payable exceed the maximum rate permitted by applicable law, and if it would, the rate shall be reduced to the maximum lawful rate.

The fees for specific services, the currency exchange rate, their calculation, and other amounts payable to Clarity Global are specified in the Fee Schedule.

Clarity Global has the right to unilaterally change fees set forth in the Clarity Global agreements and/or the Fee Schedule, and will notify you in accordance with its established procedures.

A return processing fee may be charged in accordance with your Fee schedule, i.e., the combined fees for incoming and outgoing transfers, subject to the following definitions:

1. The return fee should be not less than 30 currency units for SEPA/Local return and 40 currency units for SWIFT return;
2. The return fee should not exceed

• amount 0 - 150k  — 500 currency units;
• amount 150k - 300k — 1000 currency units;
• amounts exceeding 300k are reviewed on a case-by-case basis.

Notwithstanding the above, where an incoming payment is automatically rejected and returned by our banking partner or payment processor and we do not incur any direct processing costs, operational efforts or financial losses related to this return, Clarity Global may waive the applicable return processing fee.

The return processing fee be deducted:

• From the returned payment amount prior to remittance; or
• Directly from the customer’s account balance.

The deduction shall be recorded within our accounting systems.

If intermediary banks apply additional return charges, such charges may also be deducted from the returned amount where not restricted by applicable agreements.

Cancellation of a Transaction occurs when a client has sent funds to an outside financial institution, but the transaction was stopped or halted. A refund occurs when a client has sent funds from an outside financial institution to an account with us, and the transaction was cancelled and returned to the original sender.

A client may cancel a transaction only if it was not yet executed by the Company. All cancellation requests must be received by email using the client's registered email: support@clarityglobalinc.com.

Clarity Global has the right to cancel any non-fully-funded transactions after 3 business days of initiation. If a client initiates multiple transactions without sufficient funds for the total, Clarity Global will proceed in the order it deems appropriate.

No transaction may be cancelled by the client once executed by the Company. A transaction is considered completed once processed and executed.

If the client cancels more than three (3) transactions within 365 days, the Service Fee will not be refunded, and Clarity Global reserves the right to restrict access to the services.

In some cases the client must contact the recipient directly to arrange the return of funds. It is advisable to only send money to people you know and trust.

The Company reserves the right to suspend or cancel any Transaction without providing a reason and without liability, if required by public authority or law, or if the Company has reason to believe the transaction resulted from fraud or illegal action, or violated this Agreement. The Company will not be liable for suspension or cancellation of a Transaction.

Clarity Global is entitled to suspend and freeze any incoming transaction if there is reasonable suspicion regarding the origin of funds, and may refuse the transaction, return funds to the sender, or request additional documentation. Clarity Global will not assume liability for actions taken under this clause.

All refunds will be credited to the same payment method used to fund the Account. If the same payment method is unavailable, on which you must inform us in advance, the Company will request an alternative destination owned by the same sender, and may request supporting documentation. In case of dispute, the client must provide verifiable evidence as requested.

Clarity Global will hold funds until instructions are received from the client, and will send the amount after deduction of applicable fees.

If we receive a request from any financial or payment institution, bank, regulatory body, counterparty, or other third party (the "Demanding Party") for reversal of funds from a previously sent wire transfer ("Recall"), the following additional terms apply.

We reserve the right to immediately suspend any activity in the User's Account and freeze all balances.

Alternatively, we may freeze balances related to the Recall while allowing continued use of the Account for unrelated activities.

We reserve the right to immediately terminate the User's Account if we believe the Recall results from unauthorised or fraudulent activity.

Our banking partners involved in the reversed transaction reserve the right to refund the Demanding Party the full amount, with or without notice to you, and/or to suspend activity or freeze balances.

We will be entitled to refund the Demanding Party the full amount, with or without notice and even prior to completion of any Investigation, if we believe the Recall involves unauthorised or fraudulent activity.

You shall immediately contact the Demanding Party and use best efforts to settle the Recall within two (2) Business Days of our notice (the "Settlement Period").

We reserve the right to credit the counterparty with the full Recall amount unless you provide confirmation of cancellation and requested documentation during the Settlement Period. A Recall is considered cancelled only upon the sender bank's cancellation and our banking partners' approval.

We shall initiate an investigation regarding the Recalled transaction and cooperate with any regulatory body involved. Based on findings, we will decide on the status of your Account, including possible termination or limitation ("Investigation").

You commit to providing all necessary information and documentation to assist in the Investigation, including participating in video conference calls.

Our Investigation and handling of the Recall shall take a minimum of 60 days, or longer if required by applicable regulation. We will update you on the status as far as permitted by law; in some cases we may not be authorized to reveal information.

You shall indemnify and hold the Company harmless from any losses, damages, expenses (including legal fees), costs, penalties, and liabilities arising from Recalls and their Investigations. You are liable for all losses incurred from unauthorized payment orders.

If a Recall results in a negative balance, you must promptly repay it by uploading sufficient funds. Failure to do so constitutes a breach of these Terms, and we reserve the right to take debt collection measures, including engaging agencies, solicitors, or pursuing claims in court, and to charge you for related expenses.

We are entitled to charge a Recall Fee of EUR 500 for the 1st recall and EUR 1,000 for any subsequent recall, which may be amended from time to time.

We reserve the right to charge you for any associated fees and expenses incurred during handling of the Recall. If your account has insufficient funds, you must make a payment to cover such fees.

We may request that you establish a reserve account maintaining a Minimum Reserve Balance at all times. We reserve the right to deduct our fees from this account. You are responsible for topping it up as required. We may revise and increase the minimum reserve amount at our discretion based on risk assessment.

Even where a Reserve Account is not initially required, the Company may decide it is necessary at a later stage, subject to prior notification. Such a Reserve may be requested where there is: (a) risk of the customer ceasing or transferring its business; (b) risk of material changes to the nature of its business; (c) higher than normal risk of recalls or reversals; (d) concerns about overall financial standing; (e) extended timeframes for delivery of goods or services; (f) risk of insolvency; (g) a disproportionate number of complaints, reversed transactions, fines, or penalties; or (h) reasonable belief the customer will not be able to perform its obligations.

SMS, email, or other electronic notification regarding Transactions is available and offered in certain international destinations.

Termination of your Account by you

You may terminate your Account at any time by notifying us via email; we will confirm the closure via email.

The termination process should be finalised within 2 working weeks.

If you terminate this Agreement and close the Account, you will be required to cover our expenses associated with closing the Account.

Suspension, Termination, and Cancellation of Your Account by Us

Clarity Global reserves the right to terminate your Account or stop providing services for any reason, with one month's prior notice sent by email.

We may suspend, restrict, or terminate your access to any Services and/or deactivate or cancel your Account immediately, without notice, where, among other things:

You fail to make any payment due under this Agreement (in particular, non-payment of Set Up and Monthly fees may lead to suspension or termination);

We suspect your Account is used in breach of applicable laws, fraud, money laundering, terrorism financing, or other criminal activity;

We have reasonable grounds to believe the Account is used by individuals other than the Client;

We suspect your Account is used in connection with a Prohibited Use;

Your Account is involved in pending litigation, investigation, or government proceedings, or we identify heightened legal/regulatory risk;

We are required to act by subpoena, court order, or government directive;

Our service partners are unable to support your use of the Services;

We receive an excessive number of information requests from regulators, payment systems, or banking partners relating to your activity;

You attempt to circumvent our controls, such as opening multiple Accounts;

You violate any of our policies, including KYC/AML or the Privacy Policy;

You breach any material provision of these Terms;

You fail to pay any amount due, remaining unpaid 7 Business Days after written notice;

The Account balance is negative;

You violate money laundering regulations or KYC requirements;

There is a Change of Control of the client's company;

Your activities have, or are likely to have, a material impact on our business, arrangements, reputation, or goodwill;

Your company has been dissolved according to applicable legislation;

We are unable to verify your identity during ongoing compliance checks;

We are unable to verify information related to your Account or transactions, or can refute the information provided;

You fail to provide requested information, or the information provided is unsatisfactory;

We become aware of any legal proceeding or dispute involving your relationship with a partner bank;

We believe you have provided false or misleading information, or forged documents;

We are bound to do so under applicable legislation;

We are no longer authorised to provide our services, or are unable to for other reasons;

The agreement between the Bank and Clarity Global is terminated.

If your Account has no activity (no Transactions made) for a continuous period of 4 (four) months, we may terminate your Account and the provision of services. Before doing so, we will send you a notification at the fourth month of inactivity, informing you that a dormant account maintenance fee will begin to apply if the Account remains inactive, and we will send you a further reminder notice each month thereafter for as long as the fee continues to apply. A dormant account maintenance fee equal to your monthly fee or 200 EUR whichever is higher will be charged monthly from the fifth (5th) month of inactivity, deducted from the Account balance until the Account becomes active again or the balance reaches zero. The Account will be considered active once the customer logs into the Account and performs a Transaction.

Upon termination for any reason, you must immediately pay all outstanding amounts. We will charge for all Services not yet billed, and the remaining balance, less applicable fees, will be returned to you within 30 Business Days following notice of termination.

IPR Ownership. All Intellectual Property Rights in or arising from the Services are owned by Clarity Global Inc. Nothing in these Terms grants you rights to use Clarity Global's trademarks, service marks, logos, or trade names without express written consent.

IPR License. Clarity Global grants you a limited, non-exclusive, non-transferable, non-sub-licensable license to use the Intellectual Property Rights in the Services solely to use the Services in accordance with these Terms, automatically terminating upon termination or expiration of these Terms.

Restrictions on Use. You shall not:

Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any portion of the Services' Intellectual Property Rights;

Reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services;

Access the Services to build a competing product or service;

Use the Services to provide services to third parties;

License, sell, rent, lease, transfer, assign, distribute, disclose, or commercially exploit the Services to any unauthorised third party; or

Attempt to obtain, or assist third parties in obtaining, unauthorised access to the Services.

Protection of IPR. You agree to:

Immediately notify Clarity Global of any actual or threatened infringement of its Intellectual Property Rights;

Provide all necessary assistance in proceedings against third-party infringement;

Not do anything that could adversely affect Clarity Global's IPR or its ability to enforce them;

Not use Clarity Global's IPR in a way detrimental to its business or reputation.

Third-Party Claims

If you receive any notice or claim that your use of the Services infringes a third party's intellectual property rights (an "IPR Claim"), you shall immediately notify Clarity Global in writing with reasonable detail; not admit liability, agree, or compromise without Clarity Global's prior written consent; give Clarity Global sole control over the defense and settlement (provided it will not settle in a way admitting liability or requiring payment without your prior written consent, not unreasonably withheld or delayed); and provide reasonable assistance in connection with the claim.

Survival. This clause shall survive termination or expiration of these Terms.

Confidentiality. Each party shall protect the other party's Confidential Information and shall not disclose such information to any third party except as expressly permitted under these Terms.

Notwithstanding the foregoing, Clarity Global may disclose Confidential Information:

(a) in accordance with clause 7.5;
(b) where such disclosure is required or permitted by applicable law, regulation, court order or regulatory requirement;
(c) to governmental, regulatory, supervisory, judicial or law-enforcement authorities in accordance with applicable law; and
(d) to its employees, professional advisers, banks, payment institutions, financial institutions, service providers, agents and subcontractors where reasonably necessary for the provision of the Services, compliance, fraud prevention or risk management.

Clarity Global shall not be required to notify the Client of any such disclosure where notification is prohibited by law, requested to be withheld by a competent authority, or could reasonably prejudice an investigation or regulatory process.

Data Protection. Each party shall comply with applicable privacy and data protection laws. Clarity Global shall collect, use, process and disclose Personal Information in accordance with applicable law and its Privacy Policy.

Where the Client provides Clarity Global with Personal Information relating to any director, shareholder, beneficial owner, authorised representative, employee or other individual, the Client shall ensure that such individual has been informed that their Personal Information will be provided to and processed by Clarity Global and has been provided with, or directed to, Clarity Global's Privacy Policy.

Where required by applicable law, Clarity Global may require such individuals to provide direct acknowledgement or consent regarding the collection, use and disclosure of their Personal Information.

Survival. This clause shall survive termination or expiration of these Terms.

You shall fully indemnify, defend, and hold harmless Clarity Global Inc., its affiliates, officers, directors, employees, agents, successors, and assigns from any claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: your breach of these Terms; your use of the Services in violation of law or third-party rights; any allegation that your use infringes third-party intellectual property rights; any fraud, intentional misconduct, or gross negligence by you, your employees, agents, or contractors; or any violation of anti-bribery laws or other legal/regulatory requirements.

This clause shall survive termination or expiration of these Terms.

For 12 months from the Commencement Date, the customer shall not, without the Company's prior written consent, directly or indirectly solicit or entice away any employee of the Company engaged in services relevant to this Agreement, or any customer of the Company receiving relevant services.

If breached, the customer shall pay the Company a sum equal to one year's basic salary or annual fee payable, plus any recruitment costs incurred in replacing the affected person.

We are not liable for losses not directly associated with an incident giving rise to a claim, nor for loss of profits, business, goodwill, or special damages.

The Company, its affiliates, shareholders, directors, employees, or representatives shall not be liable for damages arising from: misuse of Services/Software; customer negligence or error; customer's failure to fulfil obligations; missing documentation the customer failed to provide; fraudulent activity by the customer; software disruption from telecommunications issues; force majeure events; or other causes not directly resulting from the Company's fault.

We shall not be liable for funds transferred based on a transaction order issued by the Customer; responsibility for accuracy and legitimacy of the order lies solely with the Customer. We are not liable for decisions to cancel, suspend, or refund a Transaction in accordance with this Agreement.

Clarity Global shall not be liable for errors by banks, settlement systems, or other third parties, delays in executing payment orders, or freezing of funds by banks, nor for loss or damage where responsibility lies with the Bank or another payment service provider.

Total Liability. Clarity Global's total liability under these Terms shall not exceed the total Fees and Charges paid by you during the last contract year, regardless of the legal theory of the claim.

Exclusion of Indirect Damages. Clarity Global shall not be liable for indirect, special, incidental, or consequential damages, including loss of profit, anticipated savings, business opportunity, or data, arising from use of or inability to use the Services.

How and where to complain In writing – address your letter to the Complaint Handling Officer; By email – dispute@clarityglobalinc.com.

Please provide your name, account name, contact email address, the essence of the complaint, and any additional information you deem necessary.

Within 3 business days, we will acknowledge receipt of your complaint and inform you who is handling it and when we will contact you again.

We aim to resolve complaints straight away; if we cannot, we will write to you within 21 business days with a thorough review and final response, or a request for additional information if needed.

If we cannot agree a solution within 21 days, we will send a letter explaining the delay and expected timeframe, or issue our final decision letter.

If you are not satisfied with the final response, or have not received one within the required timeframe, you may have the right to escalate to an external dispute resolution organisation.

As a Financial Institution incorporated in Canada and regulated by FINTRAC, you can file a complaint with the Canadian Anti-Fraud Centre (antifraudcentre-centreantifraude.ca).

These complaints handling arrangements are without prejudice to your legal rights to initiate legal action.

Entire Agreement. This Agreement contains the entire agreement and supersedes all prior understandings between the parties regarding the Services. In the event of conflict with any other agreement, the terms of this Agreement shall prevail.

Force Majeure. The Company shall not be liable for delays, performance failures, or service interruptions caused by circumstances beyond its reasonable control, including acts of God, civil or military authorities, terrorism, civil disturbances, wars, labor disputes, fires, telecommunications/Internet interruptions, network or equipment/software failures, or other occurrences beyond the Company's control.

Risk Disclosure. The Company does not act as a financial advisor and does not provide investment advice. No communication between you and the Company shall be considered investment advice; the Company makes no warranty regarding suitability of the Services and assumes no fiduciary duty.

Audit and Information Rights. Where reasonably necessary for compliance with applicable law, regulatory obligations, Banking Partner requirements or these Terms, Clarity Global may request information, documents or reasonable access to relevant systems, records or premises of the Customer. Except where urgent action is reasonably required for legal, compliance, fraud or security reasons, Clarity Global will provide reasonable prior notice. Any audit or inspection shall be limited to matters reasonably relevant to the Services and shall be conducted in a manner designed to minimise unnecessary disruption to the Customer’s business. The Customer shall provide reasonable cooperation. The Customer shall bear Clarity Global’s reasonable costs only where the review identifies a material breach by the Customer or where otherwise agreed in writing.

Assignment. Neither party may assign its rights or obligations without the other's prior written consent.

Severability. If any provision is determined invalid or unenforceable, it will be changed, interpreted, or deleted to the greatest extent possible while preserving the rest of the Agreement.

Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with them, including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of Alberta sitting in Calgary, Alberta.

Headings. Section headings are for convenience only and do not affect interpretation.

Taxes. You are solely responsible for applicable taxes related to your transactions, including VAT; the Company does not provide tax advice, and it is your responsibility to report, pay, and remit applicable taxes.

Third-Party Suppliers and Referrals. From time to time, Clarity Global may introduce, refer or provide the Client with access to third-party suppliers, service providers or other third parties that may offer products or services which could be of interest to the Client. Any such introduction, referral or access is provided for convenience only and does not constitute an endorsement, recommendation, warranty or guarantee by Clarity Global.

Any agreement for products or services supplied by such a third party is entered into directly between the Client and the relevant third party and is subject to that third party’s own terms and conditions. Unless expressly agreed otherwise in writing, Clarity Global is not a party to that relationship and has no responsibility for the acts, omissions, performance, availability, quality, legality or suitability of any products or services provided by the third party.

To the fullest extent permitted by applicable law, Clarity Global shall have no liability for any loss, damage, cost, claim, delay or other consequence arising out of or in connection with the Client’s engagement with, reliance upon, or use of any such third-party supplier or its products or services.

The Client is solely responsible for conducting its own assessment and due diligence before entering into any arrangement with a third-party supplier.

By accepting these Terms, you authorise Clarity Global Inc. to: open, administer, and manage the Account and banking partner accounts, transfer funds, and exchange currencies as directed by you; change the banking partner of your Account without prior notice; collect personal information for Account opening, management, and AML/KYC checks; share personal information and Account performance with banking partners or other third parties as required; preserve and maintain your funds with due diligence; and provide the services under this Agreement.

You acknowledge that you are solely responsible for providing accurate and complete Transaction information (currencies, amounts, recipient details); that Clarity Global is not responsible for errors or delays caused by incorrect or incomplete information; that AML/KYC procedures apply to each Transaction and related delays are beyond our control; and that you agree to follow the terms of this Agreement.

For any questions regarding these Terms, contact us at support@clarityglobalinc.com.

Electronic Communications and Execution. The parties agree that this Agreement, notices, instructions, consents and other communications permitted under these Terms may be executed or delivered electronically. An electronic communication shall have the same effect as a written communication where it is sent through an approved communication channel by a person authorised to act on behalf of the relevant party. For the avoidance of doubt, ordinary operational correspondence shall not amend this Agreement unless it expressly states that it constitutes an amendment and complies with the amendment requirements of these Terms.

By using Services provided through our Banking Partner, Plata Capital Canada Inc. (trading as Sokin), you agree to the Sokin Terms and Conditions, available at sokin.com/platform-terms-conditions ("Sokin T&Cs"). In the event of a conflict between these Terms and the Sokin T&Cs regarding Sokin's services, the Sokin T&Cs will prevail. You authorise Clarity Global Inc. to collect and share required onboarding documentation with Sokin and to represent you in the delivery of these Services.