1. About these Terms
These Website Terms of Use (the "Site Terms") govern your access to and use of clearyard.com and any other website, landing page or web property operated by MSR Financial Inc. and its affiliates (together, "ClearYard," "we," "us" or "our") that links to these Site Terms (the "Site"). ClearYard is a trade name of MSR Financial Inc., a Delaware corporation.
By accessing or using the Site you agree to these Site Terms. If you do not agree, do not use the Site.
2. These Site Terms are not our platform agreement
The Site Terms govern the Site only. They do not govern the ClearYard payment platform or any service we provide to a customer. Access to and use of the ClearYard platform is governed exclusively by the ClearYard Platform Terms and the applicable Service Order executed or accepted by that customer (together, the "Platform Terms").
Nothing on the Site, and nothing in these Site Terms, amends, supplements or waives any provision of the Platform Terms. If these Site Terms conflict with the Platform Terms as to any person who is a party to the Platform Terms, the Platform Terms control.
Using the Site does not create a customer relationship, entitle you to any service, or obligate us to provide one. Any service relationship begins only when a Service Order is accepted by both parties.
3. What ClearYard is, and is not
ClearYard is a technology company. ClearYard is not a bank, and we do not take deposits. Payment processing, funds settlement and any account or credit services referenced on the Site are provided by licensed third-party financial institutions and payment service providers, subject to their own agreements, approval processes and eligibility requirements.
No content on the Site is an offer of credit, an offer to open an account, a commitment to lend, or legal, tax, accounting or financial advice. Descriptions of features, availability, pricing and timing on the Site are for general information, may describe planned or in-development functionality, and are subject to change without notice. Eligibility for any product is determined through our onboarding and underwriting process and through our partners.
4. Changes to these Site Terms
We may revise these Site Terms at any time by posting a revised version with a new Effective Date. Revisions take effect when posted. Your continued use of the Site after posting constitutes acceptance of the revised Site Terms. Continued use of the Site is not, and is never deemed to be, acceptance of any change to the Platform Terms, which change only in accordance with their own terms.
5. Permitted use
We grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Site for your own internal business or personal informational purposes. You agree not to:
- use the Site in violation of any applicable law or regulation, or in violation of our Acceptable Use Policy;
- copy, reproduce, republish, frame, mirror, scrape, index for commercial purposes, or create derivative works from the Site or its content, except as permitted by these Site Terms;
- use any robot, spider, crawler or automated means to access the Site, other than a search engine operating in accordance with our robots.txt file;
- attempt to probe, scan, test the vulnerability of, or breach the security or authentication measures of the Site or any connected system;
- interfere with or disrupt the Site, or impose an unreasonable load on our infrastructure;
- use the Site to transmit malware, unsolicited commercial communications, or misleading or fraudulent content;
- submit to the Site any personal information of a third party that you are not authorised to provide, or any sensitive information (including government identification numbers, full payment card numbers or bank account credentials) through an unsecured form or channel; or
- remove, obscure or alter any proprietary notice on the Site.
We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including suspected violation of these Site Terms.
6. Our content and marks
The Site and all content, features and functionality on it, including text, graphics, layout, software, and the selection and arrangement of the foregoing, are owned by ClearYard or its licensors and are protected by copyright, trademark and other intellectual property laws. "ClearYard" and the ClearYard logo are trademarks of MSR Financial Inc. Other names and logos appearing on the Site are the property of their respective owners and are used for identification only; their appearance does not imply endorsement or affiliation unless expressly stated.
7. Feedback
If you send us suggestions, ideas or other feedback about the Site or our services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit that feedback for any purpose without restriction or compensation. You represent that you are entitled to grant that licence. We are under no obligation to keep feedback confidential.
8. Third-party sites and content
The Site may link to third-party websites, resources or content. We do not control them, do not endorse them, and are not responsible for their content, products, services, terms or privacy practices. Your dealings with any third party found through the Site are solely between you and that third party.
9. Electronic communications
When you use the Site or send communications to us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. This consent applies to the Site. Consent to electronic records and signatures for the ClearYard platform is obtained separately at onboarding.
10. Privacy and cookies
Our collection and use of information through the Site is described in the ClearYard Privacy Statement at clearyard.com/privacy and the ClearYard Cookie Notice at clearyard.com/cookies, each of which is incorporated into these Site Terms by reference.
11. Disclaimers
THE SITE AND ALL CONTENT ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARYARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR ERROR-FREE.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARYARD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE SITE TERMS OR YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
This Section 12 governs liability arising from use of the Site only. Liability arising under the Platform Terms is governed by the limitation of liability provisions of the Platform Terms and is not affected by this Section.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you.
13. Indemnification
You agree to indemnify, defend and hold harmless ClearYard and its officers, directors, employees and agents from and against any claim, demand, loss, liability, damage, cost or expense (including reasonable attorneys’ fees) arising out of or relating to your use of the Site, your violation of these Site Terms, or your violation of any law or the rights of any third party.
14. Dispute resolution; arbitration; class action waiver
Informal resolution first. Before commencing any proceeding, you agree to contact us at [email protected] with a written description of the dispute and to attempt in good faith to resolve it informally for at least thirty (30) days.
Binding arbitration. If the dispute is not resolved, any dispute, claim or controversy arising out of or relating to the Site or these Site Terms will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, before one arbitrator, seated in Boston, Massachusetts, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any dispute about the scope, enforceability or formation of this arbitration agreement.
Exceptions. Either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
Class action waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. YOU AND CLEARYARD WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court and all other claims remain in arbitration.
Your right to opt out. You may opt out of this Section 14 by sending written notice to [email protected] within thirty (30) days of first accepting these Site Terms, stating your name and your intent to opt out. Opting out does not affect any other provision of these Site Terms.
15. Governing law
These Site Terms and any dispute arising out of them are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Subject to Section 14, the state and federal courts located in Suffolk County, Massachusetts have exclusive jurisdiction.
16. General
These Site Terms, together with the Privacy Statement, the Cookie Notice and any other policy expressly incorporated by reference, are the entire agreement between you and ClearYard regarding the Site. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Site Terms; we may assign them without restriction. Sections 6, 7, and 11 through 16 survive termination of your access to the Site.
17. Contact
MSR Financial Inc. (d/b/a ClearYard), 43 Prince Street, Newton, MA 02465. Email: [email protected].