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Legal

Terms of Sale and Service

Please read these Terms of Sale and Service (the “Terms”) carefully before using https://clemta.com   (the “Website”) and Services operated by Startup Law Consultancy, Inc., a company incorporated and validly operating in the United States of America and having the registered address of 2101 Shore Pointe Dr League City, TX 77573, USA  (“Clemta”, “Company”, “us”, “we”, or “our”). These Terms govern your access to and use of Clemta’s online platform, Website and purchase of Clemta products (the “Products”) and/or Services (collectively, the “Services“).

For the purposes of these Terms, “you” and/or “User” refers to you as the user of our Services.

Collectively, Clemta and the User may be referred to as the Parties (the “Parties“).

Your use of our Services is conditional upon your acceptance of and compliance with these Terms. They apply to all individuals who access or use our Products and/or Services. Additionally, certain Services may require compliance with further terms and conditions which will be stated under this Agreement or on the Website.

These Terms are meant for personal or commercial use of the Services and Website. Alongside these Terms, our Privacy Policy governs your use of our Services and is designed to provide you with a clear understanding of how Clemta processes, collects, uses, and protects personal data directly provided by you or accessed through third parties with your permission. By accessing or using our Website and Services, you acknowledge that you have read, understood, and agreed to these Terms, including the Privacy Policy. If you do not agree with these Terms, please cease using the Website and/or the Services immediately.  If you’re accessing or using our Services under a Package, your use and content ownership are subject to Clemta’s Terms and additional requirements imposed by Clemta.

By using our Services, you confirm that you’ve read, understood, and agree to these Terms. If you disagree with any part of these Terms, you do not have permission to access our Services.

We retain the right to revise these Terms and will notify Users of any changes. It’s advisable to periodically review the Terms for potential impacts. You may access the date of last update and current version of Terms via Website. If the Terms are updated and a provision applies to you constitute less advantageous position compared with previous Terms, you’ll receive the updated version through Website pop-up or e-mail and you will be expected to accept the updated Terms. Failure to accept these changes will result in Website and Product access being revoked. If no relevant provision affects you in the updated Terms, you’ll be informed solely through a pop-up or e-mail.

  1. Definitions

“Authorized User” refers to any individual authorized by the User to access and use Clemta’s Products and Services under the User’s purchased subscriptions or one time or ongoing Services. The User is responsible for ensuring Authorized Users’ compliance with these Terms.

“Employee” refers to any individual who works under the supervision or control of an employer; a worker who is employed by an employer. An employee works in the service of the employer under an express or implied contract of hire that gives the employer the right to dictate the employee’s work duties. 

Expedited Service” is a premium offering by Clemta designed to accelerate the standard processing timelines for business formation and Employer Identification Number (EIN) application processes. This service is tailored to clients seeking a faster turnaround in establishing their business operations.

“Intellectual Property/Intellectual Property Rights” refers to all registered or unregistered intellectual property rights or any proprietary information or rights, in whole or in part, anywhere in the world, (whether capable of registration or otherwise, whether registered or not) and including without limitation to copyrights (including copyright in source code, object code, procedures manuals and related documentation), trade secrets, know-how, business and trade names, trademarks, trade dress, domain names, designs, service marks, utility models, patents, algorithms, database rights and other original creations and other forms of intellectual property.

“Purchase” refers to an agreement to purchase Clemta’s Products and Services. Purchases can be placed by completing the required forms and checkout process on our Website.

“Package(s)” refers to Clemta’s company formation and management packages, consisting of “Essentials”, “Growth”, and “Premium” and any other packages that may be offered by Clemta at any time.

“Products and Services” refers to the goods and services of Clemta. “Products” refers to any goods, devices, its components, software or other items provided or sold by Clemta, including but not limited to our invoicing, compliance reminder, taxation, documents, bookkeeping, fixed assets products. Services refers to any services provided by Clemta, including but not limited to company formation assistance, bank account application, post-incorporation assistance, employer identification number, individual tax identification number and trademark application, amendment to articles of organization, acquiring reseller certificate and certificate of good standing.

“Clemta Platform” refers to the user application (https://app.clemta.com/) (the “Application”) and the Website (https:// clemta.com) developed by Clemta to provide business formation and management services.

“Subscription Term” refers to the period identified in each Package during which Clemta agrees to provide and the User agrees to pay for access to Clemta’s Products and Services.

“Trademark Ownership” refers to the ownership of trademarks, trade dress, logos, brand names, or symbols used to identify Clemta.

  1. Scope of the Products and Services

By accepting these Terms, the User explicitly recognizes and undertakes that the scope of Products and Services is confined exclusively to the extent explained within these Terms.

The Company, in the exercise of its sole discretion, reserves the right to effect modifications, amendments, or alterations to the content and array of the Services and Products. This entitlement is exercisable without the obligation of prior notice, thereby conferring upon the Company the authority to effect such changes in a manner it deems fit. However, once a package is purchased by the User, the Company commits that such alterations shall not be made in a manner adverse to the User’s interests unless the Company is forced to cease fulfill its obligations herein either due to operational or legal reasons.

  • Clemta Platform for Online Business Facilitation Services and Products

The Website serves as an online platform offering business facilitation services and products in an array of financial and administrative tasks in the United States. These tasks encompass, yet are not restricted to, the realm of billing, invoicing, and the provision of comprehensive assistance in the process of company formation and ongoing operation.

  • Product and Service Packages

The Company avails these Products and Services via Packages, herein referred to as “Essentials,” “Growth,” and “Premium” and any package the Company offers at any time. Clemta reserves the right, at any time, to modify, suspend, or discontinue the Products and Services (in whole or in part) at the sole discretion of the Company, with or without notice to you. You agree that Clemta will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services, the Products or any part thereof. The Services may include Expedited Services in accordance with the content of the respective Package. We provide estimated timelines for the application process through our Services and communications (email, phone) and these timelines may extend beyond estimates due to factors such as delays by third parties, including state authorities, the Internal Revenue Service, banking partners, or any other external parties.

For the avoidance of any doubt, the Products and/or Services provided by Clemta are exclusively designed to adhere to the regulatory framework and legal statutes of the United States of America. Accordingly, the scope of our Services is strictly limited to transactions occurring within the United States. Users acknowledge and agree that any financial or business transactions, activities, or obligations that require compliance with the laws and regulations of a beneficial owner’s country of residence are outside the purview of our offered Products and/or Services. It is the sole responsibility of the User to ensure that all such international transactions are conducted in accordance with the relevant local laws and regulations of their respective jurisdictions. Clemta does not provide any representation, warranty, or guarantee in relation to the completion or compliance of transactions subjected to foreign legal obligations.

  • Invoicing Services: It enables you to manage your billing process via Clemta’s invoicing solution. Customization of invoices, automate transmission, and monitor financial remittances are provided via Invoicing product.
  • Compliance Reminder Services: It enables you to maintain oversight over corporate obligations through Clemta’s compliance reminder solution; monitor due dates, receive timely alerts, and preserve regulatory adherence.
  • Document Management Services: It enables you to organize and access corporate documents by document management solution. The document management product aims to ease archival practices and elevate the document retrieval.
  • Taxation Services: It enables you to facilitate tax filings and navigate the federal and state tax return preparations, sales tax monitoring, and repository of tax-related records. This is only limited to providing you the sufficient tools and preparation for tax return filings. The Packages does not cover any unpaid state or federal level taxes (including franchise tax), which are invoiced separately.
  • Bookkeeping Services: The User can either realize the bookkeeping tools him/herself or transfers all the bookkeeping process to Clemta. Clemta’s bookkeeping tools enable you to manage financial records, monitor financial transactions, and administer income and expense categories, while bookkeeping service will also offer regular recording of transactions and generation of end-term financial reports.
  • Fixed Assets Management Services: It enables you to record fixed assets; monitor, and manage tangible and intangible assets.
  • Company Formation: Our company formation services are currently available in all states, with a main focus on Wyoming and Delaware. We offer the establishment of both C Corporations and Limited Liability Companies (LLCs) within these jurisdictions. Please note that our services are confined to these two states at present, and we provide assistance for creating either C Corporations or LLCs as per your requirements.
  • Trademark Registration Services: Our trademark registration service covers similarity and availability reports and registration process after the User’s final confirmation and provision of relevant power of attorney.
  • Amendment to Articles of Organization Services: It enables you to establish corporate dynamics and effectuate modifications to Articles of Organization or Articles of Incorporation.
  • Bank Account Application Services: It enables you to apply a United States business bank account and helps within the application process. Our collaboration with banks involves third parties, and their decisions regarding account openings and underwriting are beyond our control. While we facilitate the application process, we cannot guarantee 100% success in bank account opening and cannot refund Clemta service fee in case of rejection. We cannot assist with opening bank accounts for the Users living in the following countries: Belarus, Burundi, Central African Republic, Cuba, the Democratic Republic of the Congo, Iran, Iraq, Lebanon, Libya, Nicaragua, North Korea, Somalia, South Sudan, Sudan, Syria, Ukraine, Venezuela, Yemen, and Zimbabwe.
  • Post-Incorporation Services: It enables you to adjudicate your company’s structural dynamics via Clemta’s post-incorporation services and acquire template or personalized legal documentation based on your subscription plan.
  • EIN and ITIN Application Services: It enables you to apply your Employer Identification Number (EIN) and/or Individual Tax Identification Number (ITIN) which is necessitated for facilitating financial transactions, tax compliance, and workforce engagement and manage the application process.
  • Reseller Certificate, Certificate of Good Standing and Other Documents Application Service: Clemta manages the application for certifications process by the information you provide us while determining the applicability of the certificate to your special circumstance. However, it is your responsibility to provide required information and documentation and Clemta cannot be held liable for any undesired delay resulting from missing or inaccurate information.
  • S. Phone Number: Clemta provides the User with a United States-based telephone number, facilitating a professional presence in the U.S. market regardless of physical presence.
  • Business Address with Mail Forwarding Service: Clemta provides the Users with a principal business address for company registration purposes and mail forwarding, where all received mail at the provided business address is uploaded on the same day of receipt for easy access. Mail forwarding service is applicable to the extent the User collaborates with Clemta and provides required information.
  • Dissolution: Clemta provides essential assistance in dissolving your US company before the federal and state authorities. The Packages does not cover any unpaid state or federal level taxes (including franchise tax), which are invoiced separately.

Subject to these Terms, Clemta grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own internal business purposes and use.

Utilizing our Services and Products, you accept that we will provide all company related documents in digital format, uploaded to a secure folder to which you will be granted access. Please note that we do not provide physical copies of these documents.

  1. Access to and Use of Website

Access to the Clemta Website does not require account creation. However, access to Services and Products necessitates an account. To become a User, you are required to enter your email, name, surname, determine your password. You need to enter the verification code sent to your email to complete the account creation process.  Clemta may, from time to time, modify or add new items to the information fields required to create an account (whilst updating the Privacy Policy accordingly), and you agree to promptly complete any such additional or modified information fields when and as requested by Clemta. If the User forgets the account password, the User may request that the password reset option be sent to the e-mail address specified during the account creation phase. You will always be able to add some additional data to your profile or to change existing information by logging into your account on the Website and updating your profile.

  • Eligibility

The App is available only to persons who are eighteen (18) years or older (or any greater age required to reach the age of majority under the applicable law of the state or jurisdiction of such User’s primary residence) as stated in these Terms.

Your account may be deleted without notice if we believe that: (i) you are under 18 years of age and you represent yourself as 18 or older, (ii) you are over 18 and represent yourself as under 18 or (iii) you are between the ages of thirteen (13) and eighteen (18) and don’t have your valid parent’s or legal guardian’s permission as stated in these Terms.

  • Account Responsibilities

You agree to create only 1 (one) unique account and be the sole authorized user of your account, keep your account accurate, complete, and with up-to-date information. You must either make necessary changes on the account or inform us immediately of any changes on your information by emailing us.

If you provide any information that is untrue or inaccurate, not current, or incomplete, or if Clemta suspects such situation, Clemta may, in its sole discretion, suspend or terminate your account and refuse your current or future access to any Service.

By registering for an account, you agree to be liable for all activities that take place under your account and agree to always keep the safety and privacy of the login credentials. As a User, if you become conscious of or reasonably suspect any violation of safety, including without limitation any loss, theft, or unlawful disclosure or use of your account, you must promptly notify us through the channels specified in these Terms. If we suspect that there is likely to be a breach of security or misuse of the Website or your account, or violation of any obligation under these Terms, we may suspend or terminate your account and your use of the Service and the App. Such termination or suspension may be immediate and without notice.

We encourage you to ensure that you log out from your account at the end of each session. You should be cautious when accessing your account from a public or shared tablet, mobile device etc. so that others are not able to view or record your email, password, or other information.

You are responsible for:

  • Making all arrangements necessary for you to access to the Website (e.g., appropriate hardware and software).
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms and comply with them.
  • If you register on the Website, protecting the confidentiality of your username and password used to access your account on the Website.
  • Ensuring that any person(s) using your account are not violating these Terms, any other agreement you may have with the Company, or any provision of federal or state law or regulation.
  • Maintaining accurate contact information for your account; this is particularly important for registered agent clients of the Company, as Delaware law requires that a registered agent maintain current and correct contact information for its clients and provides that a failure to do so may result in our resignation as registered agent, among other things.
  • Complying with all instructions and guidelines provided by Clemta regarding the use and care of the Products and Services.
  • Ensuring that any and all necessary consent or authorization required for Clemta to provide the Products and Services is obtained.
  • Keep your contact information and other account information up to date.
  • Pay for the Products and Services on time as agreed in the pricing and payment terms.
  • Be responsible for the use of the Products and Services, even if used by others with or without the your permission.
  • Not to remove, obscure, or alter any legal notices displayed in or along with the Products and Services.
  1. User’s Responsibility for Information Provided

User hereby acknowledges that the accuracy of the information is paramount for the successful execution of various Products and Services, including invoicing, taxation, and company formation. Users must be aware of the potential problems that could arise due to incorrect or inadequate information. Users must provide information accurately and comprehensively. Any mistakes or omissions could lead to the creation of incorrect documents, filings, or applications. The information given should be truthful and correct. Users should be aware of the potential consequences of providing incorrect or misleading information. These consequences may include legal disputes, non-compliance with regulations, financial losses, or legal actions.

YOU SHALL ASSUME EXCLUSİVE RESPONSIBILITY FOR THE ACCURACY AND TRUTHFULNESS OF ANY INFORMATION YOU PROVIDE TO CLEMTA. THE ACCURACY OF THE INFORMATION YOU PROVIDE IS CRUCIAL FOR THE PROPER EXECUTION OF SERVICES, SUCH AS INVOICING, TAXATION, AND COMPANY FORMATION. YOU ACKNOWLEDGE THAT INACCURATE INFORMATION MAY LEAD TO UNFAVORABLE OUTCOMES, AND YOU BEAR THE FULL RESPONSIBILITY OF ENSURING THE PRECISION AND COMPLETENESS OF THE INFORMATION YOU PROVIDE. CLEMTA SHALL UNDER NO CIRCUMSTANCE BE LIABLE FOR ANY DAMAGES, INQUIRIES OR ANY CLAIMS ARISING DUE TO YOUR OMISSION OF SUCH DUTY.

  1. Limitations on Use of the Website

You are solely responsible for all your interactions with the Clemta Platform or Clemta on or through the Clemta Platform.

While using the Clemta Platform, you may not:

  • defame, abuse, harass, stalk, threaten, or otherwise violate legal rights (e.g., rights of privacy and publicity) of Clemta, or use information learned from the Clemta Platform or the Clemta Platform Content to defame, abuse, harass, stalk, threaten, intimidate, or mislead, or otherwise violate legal rights of Clemta or any other person;
  • breach any international, federal, or local legislation, regulation, rule, or ordinance;
  • provide inappropriate or unacceptable information, propose such name during company formation,
  • contact Clemta to share an information that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful, or that advocates, endorses, condones, or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals;
  • use the Clemta Platform for any purpose in violation of applicable local, state, federal, or international law;
  • spam, phish, pharm, pretext, bot, crawl, or scrape for any scandalous, obscene or immoral purpose;
  • interfere with or circumvent the safety measures of the Clemta Platform;
  • attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Clemta Platform;
  • restrict or inhibit any other User from accessing and using the Clemta Platform;
  • use a robot, spider, manual, and/or automatic process, or device to data-mine, data-crawl, scrape, or index the Clemta Platform in any manner;
  • hack or interfere with the Clemta Platform, its servers, or any connected networks;
  • adapt, alter, license, sublicense, or translate the Clemta Platform, or the Clemta Platform Content for your own personal or commercial use;
  • modify or otherwise make derivative works of the Clemta Platform Content, or reproduce, distribute, or display the Clemta Platform Content except as expressly permitted under these Terms;
  • remove or modify, visually or otherwise, any copyright, trademarks, or other proprietary marks and rights owned by Clemta;
  • use the Clemta Platform in a manner which is false or misleading (directly or by omission) or for the purpose of accessing or otherwise obtaining Clemta’s trade secrets for public disclosure or other purposes;
  • use, transfer, distribute, or dispose of the Clemta Platform or the Clemta Platform Content in any manner that could compete with the business of Clemta; or
  • cause or induce any third party to engage in the restricted activities listed above.
  • merge or bundle Clemta’s software with other software.
  • distribute or otherwise transfer or make available – either directly or via another reseller – to a third party the Services or Products except as permitted.
  • knowingly or by gross negligence access, store, distribute or transmit any viruses or any material during the course of its use of the Services or the Products that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, depicts sexually explicit images and/or causes damage or injury to any person or property.

Any use of the Clemta Platform Content by violating the principles listed above without the prior written permission of Clemta is strictly prohibited and will terminate these Terms, and your access to the Clemta Platform automatically. Any such unauthorized use may also violate applicable laws and Clemta will take appropriate investigative and legal action for such illegal or unauthorized use.

  1. Anti-Money Laundering and User Due Diligence

Users engaging with the Company’s suite of Services, including invoicing, taxation, and company formation, among others, are hereby bound to provide the Company with requisite information deemed essential for the meticulous adherence to prevailing anti-money laundering (AML) and know-your-customer (KYC) regulations. Notably, these regulations encompass, but are not limited to, the stipulations outlined within the USA Patriot Act and the Bank Secrecy Act (BSA), alongside any other applicable AML/KYC laws and regulations or Clemta AML/KYC prevention standards.

  • Accurate Information for Compliance

Users acknowledge that the Company’s capability to adhere rigorously to AML/KYC regulations relies on the accuracy and truthfulness of the information they provide. This responsibility extends across the spectrum of the Company’s Services, each bearing a unique relationship to regulatory compliance within the financial sphere.

  • Lawful Origin of Assets and Funds

In providing information to the Clemta, Users further warrant that any assets or funds introduced to the Company, whether through direct or indirect means, bear no association with criminal or illicit activities. This warranty underscores the ethical and legal foundation upon which the Clemta’s Services operate.

  • Beneficial Ownership, Shareholding, and Officers

Users must exercise diligence in promptly notifying Clemta of any modifications to the beneficial ownership, shareholding structure, or key officers. This imperative measure ensures the accuracy and currency of the Clemta’s records and regulatory compliance endeavors.

  • Transparency in Business Activities

Crucially, Users are bound to promptly inform the Clemta of the specific nature of the Clemta’s activities. This entails comprehensive disclosure of the operational intricacies that the business’ functioning, thereby allowing the Company to ascertain regulatory alignment and provide guidance within the purview of applicable laws.

  1. User Responsibility for Compliance Check and Reporting

Users engaging with our compliance check and reporting services should be aware that while we provide assistance in monitoring regulatory compliance, the ultimate responsibility for compliance rests with the User. Our role primarily entails reminding and checking, rather than assuming full responsibility for ensuring compliance.

  • Compliance Oversight and Reporting

We offer compliance check and reporting services to help Users maintain regulatory adherence. Our team monitors and reports on the status of various compliance requirements, offering insights into potential gaps or areas of improvement.

  • Collaboration for Compliance

While we actively engage in reminders and checks, it’s important to emphasize that achieving and sustaining compliance is a collaborative effort between us and the Users. Users are expected to actively address identified compliance concerns.

  • User’s Responsibility for Compliance

Users should understand that our Services do not relieve them of their primary obligation to comply with applicable laws, regulations, and standards. It is the User’s sole responsibility to ensure that their business operations align with legal requirements.

  • Proactive Engagement

Users are encouraged to proactively address any compliance gaps or issues that may arise during our monitoring process. Timely action on identified areas of improvement is crucial to maintain regulatory alignment.

  1. Right to Refuse Services

The Company retains the unequivocal right to decline the provision of any or all of its Services to any User, without the obligation to provide a reason or explanation for such refusal. The Company cannot, under any circumstances, be held liable or accountable for the decision to decline services.

  1. Payment and Purchase of Packages
  • The prices of Clemta’s Products and Services will be as quoted on our Website and/or the Platform at the time you submit your request. Requests can be placed by completing the required places and checkout process on our Website and/or the Platform. All orders are final, non-cancellable, and non-refundable, [except as specified in Clemta’s Return Policy] since most of our Services are unreversible. Our acceptance of your order will only take place once we accept payment from you and confirm access of the Product(s) or provision of the Service(s).
  • We reserve the right, at any time prior to or after access or provision, to decline and/or cancel an order for any reason. In the event of a change to or cancellation of an order, we will attempt to notify you using the contact information provided at the time the purchase was made. You are responsible for selecting and using Clemta’s Products and Services that are appropriate for your specific needs.
  • The User has the option to acquire supplementary services in addition to their existing ones. Such additional services will incur separate charges, which the User agrees to pay in accordance with our pricing and payment terms. It’s important to note that the renewal period for these additional Services may be subject to the same terms and conditions as the original services. The User acknowledges that the purchase of additional services will extend the existing Terms and will be governed by the same terms and renewal cycle unless otherwise specified.
  • Clemta may, at any time, change the sales price of the Packages provided that it shall be effective in the next renewal period unless such change arises from state or federal level regulation amendments or force majeure. You will be informed about the changes to the fees via e-mail or through the Clemta Platform before the Packages renewal date. Your continued use of the applicable Services after any price change becomes effective constitutes your agreement to pay the changed amount. Clemta reserves the right to cancel the Package and delete your account at any time within the conditions specified in these Terms. Prices and availability of the Products or Services are subject to change without notice.
  • By completing the payment, you confirm that the payment method belongs to you or is in your name where an agreement is entered into with any credit or third-party payment provider. You agree not to cancel your payment for fraudulent reasons, to provide Clemta with all records necessary to contest any cancellation claims, and to reimburse Clemta for any expenses incurred in recovering the funds it is owed under the contract of sale. You also agree to pay all bank fees related to any transactions or failed transactions initiated by you or on your behalf.
  • The User, by transmitting credit card or equivalent payment instrument data to facilitate payment, grants explicit consent for Clemta to charge the designated credit card for the entire sum of the purchased Package fees. This encompasses supplementary expenses, such as taxes, duties, disbursements, or out-of-pocket disbursements, as dictated by the herein Terms and Clemta’s Privacy Policy.
  • While purchasing our Services, you are required to provide an up-to-date and valid payment method, such as a credit card, and immediately inform us if there is any change to your payment information. As our Services may involve recurring fees, these fees will continue to be charged to the provided payment method at the current rates unless services are discontinued and terminated in compliance with these Terms. Our third-party payment processor’s terms must also be accepted while entering your payment information. By providing your payment details, you agree that we may invoice and charge you for all fees when they become due to us without further notice or consent.
  • All payments are nonrefundable, and there are no refunds or credits for partially used periods in the event of a subscription. Should you choose to cancel, your use of the Services will be valid until your paid period is complete, if applicable.
  • If you fail to make payment when due, Clemta may suspend or cancel performance under any agreements including these Terms, including delay or cancellation on any open Products and Services. Clemta will not be liable for, and you will hold Clemta harmless from, any costs or losses resulting from suspension or cancellation on account of your failure to make payment. You may not deduct any payment amounts on account of unresolved disputes.
  • Users are obligated to make timely payments for their subscription as per the agreed-upon schedule. Failure to make these payments constitutes a default (the “Payment Default”). In the event of a Payment Default, Clemta will notify the User via e-mail and/or in-app notifications within 7 (seven) days of the missed payment
  • Users will be granted a grace period of 3 (three) days (the “Grace Period”) from the date of the notification to rectify the Payment Default.
  • If the payment is not received by the end of the Grace Period or in 10 (ten) days in lack of Clemta’s notification, Clemta reserves the right to suspend the provision of Services until payment is made. For the avoidance of any doubt, in no circumstances, Clemta shall not be obligated to send a notification and grant a Grace Period. In the Company’s sole discretion, Clemta will be entitled to suspend the provision of Services immediately, until payment is made and without any liability.
  • Continued non-payment beyond the specified post-grace period will result in the termination of the subscription. Users will be notified of the impending termination and given a final opportunity to clear the outstanding payments. Upon termination, all services and access to Clemta’s resources will cease. The User will not be entitled to any refund of fees already paid in case of termination or suspension for whatsoever reason.
  • Former Users who wish to re-subscribe after termination due to non-payment may be subject to additional terms and conditions, including a re-subscription fee.
  • Clemta reserves the right to take all necessary and appropriate legal actions to enforce the provisions of the Terms and protect its legal rights and interests. This includes, but is not limited to, actions taken in response to non-payment, breach of contract, or any other failure by Users to fulfill their obligations under herein Terms.
  • In the event of a breach of the Terms by a User, Clemta may pursue any and all legal remedies available under the law, which may include suing for damages, seeking injunctive relief, and any other remedies deemed appropriate. Clemta prevails in any legal action taken against a User, the User may be responsible for reimbursing Clemta for all costs and expenses incurred in connection with such legal action, including reasonable attorney’s fees. The failure of Clemta to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Clemta’s rights under these Terms are cumulative and will not be construed as exclusive of each other or of any rights allowed by law.
  1. Taxation
  • Payment for Clemta’s taxation services does not automatically initiate tax declaration activities on behalf of the User. Active engagement and collaboration from the User, are essential for the commencement and duly execution of the Services.
  • Users are obligated to provide all necessary documentation and information accurately and timely for tax declaration purposes. This includes, but is not limited to, financial statements, receipts, and other relevant financial records.
  • In cases where Users fail to provide the required information or provide inaccurate or incomplete information, Clemta reserves the right to either postpone the service until the necessary information is provided or to terminate the service agreement. In such cases, Clemta is not liable for any penalties, fines, or additional charges the User may incur due to delayed or unfiled tax declarations.
  • Users are responsible for adhering to and being aware of all relevant tax filing deadlines. While Clemta will endeavor to assist and remind the client of these deadlines, ultimate responsibility for timely filing rests with the User.
  • In situations where the User anticipates the need for an extension to file a tax declaration, it is their responsibility to communicate this to Clemta in a timely manner. Clemta will assist in applying for an extension, but the granting of an extension is subject to the approval of the relevant tax authority. Clemta cannot guarantee the approval of an extension request.
  • In accordance with the guidelines issued by the US federal authorities, any tax-related consultation provided in communication with the User, does not rise to the level of an official opinion. Therefore, such tax counsel, irrespective of its form, is neither designed nor drafted for the purpose of being utilized, nor can it be employed by any taxpayer, with the intent of avoiding penalties that might be imposed by the Internal Revenue Services.
  1. Allocation of Expenses

The User unequivocally assumes responsibility for all expenses arising outside the specific scope of Products or Services provided by Clemta. This encompasses expenses related to compliance management, as well as any instances necessitating the physical mailing of invoices and documents.

Any costs incurred by the User beyond the predefined boundaries of the Services rendered by Clemta shall be borne exclusively by the User, in accordance with the prevailing agreement.

  1. No Legal Advice

Clemta is not a law firm and no act or information by Clemta is intended as legal advice. The submission of any information for the period of User’s engagement with Clemta shall not constitute an attorney-client relationship.  These Terms aims to unequivocally establish that the Clemta Platform, as well as any Products or Services offered by the Company, shall, under no circumstances, constitute the provision of legal or financial advice. The intention of this pronouncement is to clarify the distinct differentiation between the Services offered herein and the domain of legal or financial advice, with a clear understanding that the Company’s offerings are not to be construed as substitutes for, or equivalents of, legal or financial advice. Users engaging with the Company’s offerings hereby acknowledge and confirm their understanding that the Company’s Services, information, and Products are not legal advice, but rather serve as informative tools to aid in making informed decisions about available business services. Clemta disclaims any intention, capacity, or obligation to offer legal or financial advice, counsel, or any services constituting legal representation, regardless of any contextual or situational factors.

  • General Information and Understanding

The Clemta Platform provides an overview of features, characteristics, advantages, and disadvantages associated with certain US entity types and states. This discussion inherently involves an analysis of legal concepts, regulatory considerations, and structural nuances inherent to such business entities and states, which are inherently creations of the law. It is, however, crucial to note that the Clemta Platform does not customize this discourse to the specific circumstances or requirements of any individual or entity.

  • Not an Attorney-Client Relationship

It is imperative to clarify that neither Clemta, its employees, agents, representatives, nor sales associates assume of an attorney-client relationship at any juncture. The interactions, discussions, and exchanges between Clemta and Users are lacking the characteristic privilege or protection associated with attorney-client communications. This implies that any records, notes, or content of discussions held with the Company may be subject to disclosure in compliance with valid legal processes, including subpoenas, court orders, or requests from federal or state law enforcement agencies.

  • The Imperative of Professional Legal Advice

Nothing on the Clemta Platform, within the context of the Products or Services offered, should be misconstrued as a substitute for comprehensive and tailored legal advice. Clemta encourages individuals or entities seeking legal counsel to promptly and diligently consult licensed attorneys who possess the expertise and acumen to address their specific legal needs.

  • Sole Responsibility of Actions and Inactions

Users acknowledge and accept the sole responsibility for any actions or inactions they undertake based on the information presented on the Clemta Platform or derived from the Clemta’s offerings. Clemta disclaims any liability or accountability for the outcomes of such actions or inactions.

  • Assumption of Legal Responsibility

The User assumes full responsibility for seeking and obtaining requisite legal and tax advice pertaining to the establishment and operation of the US company/business. It is obligatory for the Users to ensure compliance with the laws and regulations of the relevant jurisdictions in which their companies operate.

  1. Communications

By using the Website and/or the Application, you affirmatively consent to pop-up notifications on the Clemta Platform regarding important announcements and other administrative communications related to your use of the Website and/or Application, as well as certain marketing and other advertising activities of Clemta and third-party advertising partners, as more fully set forth in our Privacy Policy. You will be able to opt out of receipt of certain notifications by following the instructions described in our Privacy Policy; however, if you do not wish to receive certain administrative notifications related to the Website and/or the Application, your only way to opt out of such messages is to cease using the Website and/or the Application and terminate your subscription of the Packages.

Clemta reserves the right to contact you by e-mail which you reached Clemta via the channels set forth under these Terms for e-mail marketing (i.e., informing you of problems with or new features of the Clemta Platform) upon Users’ consent and other related content pursuant to the Data Protection and Privacy section of these Terms and the Privacy Policy. Our any communication in this regard shall be deemed to be received by you on the transmission date of such notification. In the event that, you communicate with us to schedule a meeting, Clemta reserves to right to use the necessary tools and information to communicate with you and execute the call.

Clemta disclaims all liability for any communication directed to you from any third party directly or indirectly in connection with the Clemta Platform (the “Third-Party Communications”) that you may receive and any actions you may take or refrain from taking as a result of any third-party communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any third-party communications. Clemta assumes no responsibility for verifying and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any third-party communications.

By using the Clemta Platform, you expressly relieve and hold Clemta harmless from any and all liability arising from third-party communications, including any loss or damage incurred as a result of any dealing between you and any third parties. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

Without prejudice to the section titled “Data Protection and Privacy”, the foregoing clause herein is applicable to the extent permitted by the multinational compliance regulations including but not limited to the United States Federal and relevant state laws in regard to data collection and data privacy including California User Privacy Act (“CCPA”), the General Data Protection Regulation (the “GDPR”) brought by the European Union, Data Protection Act, 2021 (“DPA”) which is the British Virgin Island’s data protection act or any other rules of another jurisdiction or rules, laws or any other part of the legislation issued by the relevant data protection authorities, and any amendments and changes thereof or laws as may be repealed or succeeded.

  1. Ownership of Intellectual Property and Contents on the Clemta Platform

Any content, material, information, text, data, copyright, trademark, logo, design, insignia, image, photo, music, screenshot, video, post, identifying mark, page, software, and other original works of authorship and/or intellectual property uploaded to, or incorporated into the Clemta Platform by Clemta (collectively, the “Clemta Platform Content”) are and will remain the sole and exclusive property of Clemta unless otherwise specifically stated.

We retain all right, title, and interest in and to the Clemta Platform, including without limitation, (i) all texts, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and data, (ii) all business processes, procedures, methods, and techniques used in the Clemta Platform, (iii) all other material and content uploaded or incorporated into the Clemta Platform such as the Clemta Platform Content, and (iv) all associated trade secrets and other intellectual property and proprietary rights recognized anywhere in the world (collectively, the “Clemta IP”). The Clemta IP is protected in all forms, media, and technologies currently known or to be developed hereinafter. Clemta owns all Clemta IP, as well as the coordination, selection, arrangement, and enhancement of such Clemta IP as a collective work under any applicable intellectual property legislation, and all rights on the Clemta Platform and the Clemta Platform Content. Clemta IP is protected by the domestic and international laws regarding copyright, patents, and other proprietary rights.

All trademarks and service marks, whether registered or unregistered, as well as product names and company names or logos, displayed or mentioned on the Clemta Platform are the property of their respective owners. Reference to any product, service, process, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Clemta.

Violation of this provision may result in infringement of Intellectual Property Rights of Clemta, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.

Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to Intellectual Property Rights, whether by estoppel, implication, or otherwise. You represent and warrant that your use of the Clemta Platform and the Clemta Platform Content will remain consistent with these Terms and will not infringe or violate the rights of any other party or breach any contract or legal duty against any other party or violate any applicable law. In order to request permission for using the Clemta Platform Content, you may contact Clemta via the channels set forth under these Terms.

By providing any suggestions, comments, or feedback concerning the Services (the “Feedback“), you accept that such Feedback becomes the exclusive property of Clemta. You also transfer and assign irrevocably to Clemta all your rights, ownership, and interest in any Feedback you provide. Furthermore, Clemta will own any data produced from your use of the Clemta Platform, and such data will be managed in accordance with our Privacy Policy where relevant.

  1. Data Protection and Privacy

Clemta hereby represents and warrants compliance with all relevant legislations, rules, regulations, directives, and guidelines on the compilation, use, and disclosure of information and data gathered from or about the Users relevant to access or use of the Clemta Platform (jointly, the “Rules”).

Rules include without limitation (i) United States Federal and relevant state laws in regard to data collection and data privacy including California User Privacy Act (“CCPA”); and (ii) if applicable, the Data Protection Directive and the General Data Protection Regulation (“GDPR”) brought by the European Union, Data Protection Act, 2021 (“DPA”) which is the British Virgin Island’s data protection act or any other Rules of another jurisdiction or rules, laws or any other part of the legislation issued by the relevant data protection authorities, and any amendments and changes thereof or laws as may be repealed or succeeded.

  1. Geographic Limitations

The provision of Clemta’s Services through the Clemta Platform is contingent upon strict adherence to United States controls. It is expressly prohibited to offer services in the following scenarios: (1) to an individual or entity associated with Cuba, Libya, North Korea, Iran, Syria, Russia, or any other country subjected to U.S. embargo or banned commercial transactions (the “Restricted Countries“), or (2) to any individual listed on the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC“) lists. By engaging with the Clemta Platform, you validate and assert that your location is not within a Restricted Country, you are not subject to its jurisdiction, and you are not presently identified on any OFAC sanctions roster. The countries and jurisdictions may be changed time to time due to restrictions imposed by authorities or third party service providers.

  1. Representations and Warranties

Clemta hereby represents and warrants to the User that, (i) it will have all necessary rights, licenses, know-how, expertise, and experience needed to operate the Clemta Platform hereunder; (ii) is the sole proprietor of the Clemta Platform and the Intellectual Property Rights (to the extent permitted in these Terms) on the Clemta Platform and has all legal rights, licenses, and authority to provide the User with the Clemta Platform as stipulated herein; (iii) the Clemta Platform shall also comply with all relevant legislations and regulations when used by the User in accordance with these Terms.

  1. Disclaimer of Warranties

Except as expressly set forth herein, Clemta does not warrant, or make any representation regarding (i) the results obtained from benefiting the Clemta Platform will be wholly accurate, entirely reliable, complete or truthful, or (ii) the quality of any service, information, or other material acquired or obtained by the User through the Clemta Platform will meet his/her expectations, and (iii) the Clemta Platform will be provided on an uninterrupted, secure or error-free basis. The Clemta Platform (and any part thereof), including without limitation any content, data, and any information related thereto, are provided strictly on an “as is” and “as available” basis, without any warranties or conditions of any kind, either express, implied, or statutory. Clemta makes no representation concerning the benefits or outcomes obtained from the Clemta Platform by the User or any third party.

The Clemta Platform may become inaccessible, or it may not function properly with Users’ web browser, mobile device, and/or operating system. Clemta cannot be held liable for any perceived or actual damages arising from content, operation, use of or inability to use the Clemta Platform.

Nothing on the Clemta Platform constitutes a promise, offer, commitment, advice, guidance on investment, and the User shall be aware of the fact that Clemta does not promise, commits, or is obliged to anything, and the expressions on the Website cannot be interpreted in a way that they are an offer, advice, guidance on investment or anything like these.

For example, the roadmap displayed on the Website is only of an informational nature; thus, Clemta is not bound by the time limits indicated on the roadmap, and it cannot be taken as a basis for any financial or legal decision. The User acknowledges and accepts that Clemta is not and cannot be held liable for any damage that may cause due to any information, lack of knowledge, or delay.

Some jurisdictions may not allow exclusion and limitation of certain implied warranties. The above exclusions may not apply to Users, falling within the scope of such jurisdiction’s competence. These Terms grant Users specific legal rights, and Users may have other rights which vary from state to state. The disclaimers and exclusions under these Terms shall not apply only to the extent prohibited by applicable law.

  1. Limitation of Liability

If Clemta’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the User or any third party, Clemta shall not be deemed in breach of its obligations under these Terms. Clemta shall not be held liable for any disruptions, delays, or inability to fulfill its obligations arising from actions, orders, or interventions of governmental authorities. In the event that governmental authorities prevent, restrict, or impede our operations or services in any manner, Clemta shall be exempt from liability against any User or third-party for any resulting consequences.

In no event will Clemta, it’s developers, or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use the Clemta Platform, any other websites linked to it and any content on the Clemta Platform (including the Clemta Platform Content) or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, and also including but not limited to, personal injury, pain and suffering, emotional distress, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

Nothing on the Clemta Platform constitutes an offer, advice, guidance on investment, or anything like these, and the User shall be aware of the fact that Clemta does not promise, commits, or is obliged to anything, and the expressions on the Clemta Platform cannot be interpreted in a way that they are an offer, advice, guidance on investment or anything like these.

This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or whatsoever, even if Clemta has been advised of the possibility of such damage.

Some jurisdictions do not allow exclusion or limitation of incidental or consequential damages; therefore, above limitations or exclusions may not apply to User falling within the scope of such jurisdictions’ competence. These Terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the Terms shall not apply only to the extent prohibited by applicable law. To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of one hundred U.S. dollars ($100). The existence of more than one claim will not enlarge this limit.

The Clemta Platform might contain links or resources from third parties, like advertisement links, for your convenience. Please note that these third-party links are not under our control, and we are not responsible for their content or any consequences that may arise from using them. We don’t endorse or recommend these third-party links. If you decide to access any third-party content, you’re doing so at your own risk and based on their terms and conditions. It’s your responsibility to stay vigilant and cautious when dealing with any third-party content.

The User may grant access to invoices, documents, and related materials to their employees for operational purposes. It is explicitly understood and agreed that the User bears sole responsibility for safeguarding these materials and ensuring their protection in all respects. The Company shall not be held liable for any breaches, unauthorized access, or mishandling of information that may occur as a result of such access granted by the user to their employees or any third party to the extent allowed under these Terms and any related document. The User acknowledges and accepts that they are solely accountable for the proper security and usage of these materials.

Clemta shall not be responsible under no circumstance if the User fails to provide timely and accurate information for timely completion of the Services.

Clemta assumes no responsibility or liability for the acts, delays or disruptions caused by any U.S. authority whether Federal or State or any third-party service providers the Company utilizes to perform the Services under these Terms and/or the Clemta Platform. Users cannot claim against Clemta non-performance of obligation and that they have suffered a loss because of such acts, delays or disruptions.

  1. Third Party Service Providers’ Responsibility
  • Clemta collaborates with various third-party service providers, including but not limited to, bookkeepers, Certified Public Accountants (CPAs), attorneys, and other specialists, to facilitate the provision of high-quality Services to our Users.
  • These third-party service providers are engaged to perform specific functions and tasks that contribute to our comprehensive service offerings. This may include, but is not limited to, financial record-keeping, tax preparation, compliance checks, trademark registration, and other specialized services that are integral to company formation and maintenance.
  • It is important to note that these third-party service providers are independent contractors and are not employees or agents of Clemta. They operate under their own business entities and professional guidelines.
  • While we endeavor to work with reputable and competent service providers, Clemta does not accept liability for any errors, omissions, or violations committed by these third parties. Our role is to coordinate and facilitate the services they provide, but we do not have control over their individual business practices and decisions.
  • By agreeing to these Terms, the User acknowledges that Clemta may utilize third-party service providers for certain aspects of our services and that any liability arising from the actions or inactions of these third parties is borne by such third parties. Clemta will facilitate the process of coordination and cooperation between third party service providers and the Users.
  1. Indemnification

The User shall defend, indemnify, and hold harmless Clemta, co-branders, partners, shareholders, employees, agents, representatives, and/or independent contractors from and against all costs, damages, and losses, including legal expenses resulting from any claim by third parties that (i) User’s use of the Clemta Platform, the Clemta Platform Content or other material in infringement of any rights of the third parties, including without limitation, breach or violation of the Intellectual Property Rights or privacy rights of such third parties; (ii) the information shared with Clemta by User via the channels set forth under these Terms is obscene, defamatory, illegal, unethical, or promotes illegal conduct; (iii) the User has not obtained and/or failed to obtain any necessary permit, license or consent in accordance with these Terms; and (iv) the User breaches (de facto or presumably) any of its representations, warranties, and/or responsibilities under these Terms.

  1. Unlawful Activity and Termination of Access to the Clemta Platform

Clemta reserves the right to investigate complaints or reported violations of these Terms and to take any action it deems appropriate, including without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Users’ e-mail address (if shared by the User previously), usage history, IP addresses, and traffic information.

Clemta may terminate these Terms immediately in its sole discretion and without any prior notice or liability against you, or suspend or terminate your use of, or access to the Clemta Platform at any time for any reason and under any conditions, including without limitation, if it is reasonably believed in good faith that you have violated or acted inconsistently with these Terms or any applicable law or that you have engaged in conduct that we determine to be inappropriate or unacceptable.

You accept, declare, and undertake that you cannot claim any rights or receivables against Clemta due to any termination pursuant to this provision.

The User may terminate these Terms at any time by ceasing to access or use the Clemta Platform. However, sections of these Terms which by their nature shall survive the expiration or termination and will remain in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms, as stipulated in the section of “Following Termination”.

  1. Following Termination

Upon expiry or termination of these Terms for any reason, all rights of the User shall be terminated instantly.

The following clauses shall survive expiry or termination of these Terms “Definitions”, “Ownership of Intellectual Property and Contents on the Clemta Platform”, “Disclaimer of Warranty”, “Limitation of Liability”, “Indemnification”, “Unlawful Activity and Termination of Access to the Clemta Platform”, “Following Termination”, “Governing Law”, “Severability” and “Miscellaneous Provisions”, and all commitments of both Parties under these Terms shall cease to be fulfilled effective as of the expiry or termination.

  1. Governing Law

These Terms and all materials resulting directly or indirectly therefrom shall be governed and construed in compliance with the legislation of the Delaware, the US without giving effect to its conflict of laws rules.

You agree that resolution of any dispute or claim arising out of or related to these Terms shall be subject to the exclusive jurisdiction and venue in the state and federal courts in Delaware, the US. In any proceedings, the prevailing Party shall be allowed to recover from the other Party reasonable fees for its attorneys or any other compensation with similar nature.

  1. Severability

If any part of these Terms is found to be unlawful, void, or otherwise unenforceable, such unlawfulness, invalidity or unenforceability shall extend to such clause only. The unlawfulness, invalidity, or unenforceability of such a clause shall in no way influence or render any other part of these Terms, unlawful, void, or otherwise unenforceable, and generally, shall be reformed, construed, and implemented in such a way that reflects intent of the Parties as conveyed in these Terms with its nearest lawful effect.

In any jurisdiction, the fact that any provision of these Terms is held to be unlawful, void, or otherwise unenforceable, shall have no effect on the legality, validity, or enforceability of such provision in other jurisdictions.

  1. Miscellaneous Provisions

26.1. Headings

The headings used in these Terms are for reference reasons only and do not influence understanding and interpretation of these Terms.

26.2. Waivers

Clemta’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such or other right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.

26.3. Service Interruption

In order to ensure the utmost possible service level, Clemta reserves the right to interrupt the Clemta Platform for maintenance, system update or any other change, through informing the Users appropriately.

We will not be liable for any reason if all or any part of the Clemta Platform is unavailable at any time or for any period. From time to time, we may restrict or suspend access to some or all parts of the Clemta Platform to the Users.

Additionally, the Clemta Platform might not be available due to reasons outside Clemta’s reasonable control, such as “Force Majeure”.

26.4. Not Exclusive

Except as expressly stated herein, no remedy is designed to be excluded from any other remedy that is not available under these Terms or in law or in equity.

26.5. Non-Exclusivity

These Terms are not exclusive.

26.6. No Strict Construction

Where an ambiguity or issue occurs with regards to any clause of these Terms, the Terms shall be construed as if collectively approved by the Parties and no presumption or burden of proof shall occur to favor or disadvantage of either Party by virtue of the authorship on these Terms.

26.7. Assignment

Without prior written approval of Clemta, these Terms or any rights or obligations conferred thereunder may not be transferred and delegated by the Users. Any attempt to grant, without such approval, any rights or responsibilities arising from these Terms shall be null and void ab initio.

Clemta reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, by taking the User’ legitimate interests into account. Provisions regarding change of these Terms shall apply accordingly.

26.8. Entire Agreement

These Terms constitute the entire agreement between the Parties on the subject matter of the Terms and supersede any and all prior written or oral agreements and/or communications relating to the subject matter thereunder.

26.9. Force Majeure

None of the Parties shall be responsible for any error or delay in fulfilling any of their corresponding obligations arising from these Terms, if a force majeure event prevents them from doing so.

26.10. Third-Party Services

The Website may include third-party services.

When you access third-party services, you do so at your own risk. Third-party services are not under our control, and you acknowledge that Clemta is not responsible or liable for the content, function, accuracy, legality, appropriateness, or any other aspect of third-party services. If you believe any third-party services violate applicable law or may be inappropriate, please notify Clemta. The inclusion of any third-party services does not imply any association between Clemta and their operators.

By using the Clemta Platform, you expressly relieve and hold Clemta harmless from any and all liability arising from your use of any third-party services, including any loss or damage incurred as a result of any dealing between you and any third parties, or as a result of the presence of such third-party services on the Clemta Platform or failure of such third-party services to function as intended. It is your responsibility to evaluate content and usefulness of the information obtained from third parties.

When you are connected to or otherwise accessing to a third-party service, you agree that you are responsible for the following: (i) taking necessary measures to protect you and your computer systems from viruses, worms, trojans, malicious code, and other harmful effects; (ii) downloading, using or purchasing any material that is sexually explicit, immoral, offensive or otherwise objectionable or unlawful, or that contains technical inaccuracies, typographical errors, or other errors; (iii) downloading, using or purchasing any material that violates confidentiality or proprietary rights  of third parties and other proprietary rights, or that is subject to additional terms and conditions specified or unspecified; (iv) any financial costs or other liabilities against third parties arising from your actions or other activities; (v)  reading and understanding terms of use and privacy policies applicable to third-party services.

26.11. Interpretation

Unless the context requires, (i) the singular includes the plural and vice versa; (ii) if any act which shall be performed in accordance with these Terms is to be done on a day that is not a business day, then the act must be performed until the end of the next business day; (iii) a reference to any legislation or law includes all amendments, consolidations or other provisions thereof, (iv) a reference to a natural person shall mean including without limitation a partnership, joint venture, association, government or legal body or legal entity and vice versa shall be interpreted herein.

26.12. Independent Legal Advice

The User recognizes and accepts that s/he has had the chance to read these Terms, agrees with its provisions, and has been given a chance to seek independent legal advice on the Terms’ provisions before acknowledging them.

  1. Contact Information

If you have any questions or complaints about these Terms, please contact us through [email protected].