Clusiv App Terms and Conditions

Effective date: October 17, 2022

Welcome to Clusiv. Please read on to learn the rules and restrictions that govern your use of our

website(s), products, services and applications (the “Services”). If you have any questions, comments, or

concerns regarding these terms or the Services, please contact us at:

Email: info@clusiv.io

Phone: (737) 276-1779

Address: 8911 N Capital of Texas Hwy, Ste 4200-018, Austin, TX 78759

These Terms of Use (the “Terms”) are a binding contract between you and CLUSIV, INC. (“Clusiv,” “we”

and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these

Terms will remain in effect while you use the Services. These Terms include the provisions in this

document as well as those in the Privacy Policy Linked here

Please read these Terms carefully. They cover important information about Services provided to you.

These Terms include information about future changes to these Terms, limitations of liability, a class

action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR

USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT

AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES

DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN

YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT

TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our

Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on

our site located at Clusiv.io, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will

no longer be able to use the Services. If you use the Services in any way after a change to the Terms is

effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be

effective unless in writing and signed by both you and us.

What about my privacy?

Clusiv takes the privacy of its users very seriously. For the current Clusiv Privacy Policy, please click

here.

What are the basics of using Clusiv?

You may be required to sign up for an account, select a password and user name (“Clusiv User ID”), and

provide us with certain information or data, such as your contact information, career goals,

competencies and other information related to your use of the Services. You promise to provide us with

Accurate, complete, and updated registration information about yourself. You may not select as your

Clusiv User ID a name that you do not have the right to use, or another person’s name with the intent to

impersonate that person. You may not transfer your account to anyone else without our prior written

permission.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not,

you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent

or guardian to agree to these Terms on your behalf).

You will only use the Services for your own personal use. You will comply with all laws that apply to you,

your use of the Services, and your actions and omissions that relate to the Services. If your use of the

Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and

won’t be responsible for your using the Services in a way that breaks the law.

You will not share your Clusiv User ID, account or password with anyone, and you must protect the

security of your Clusiv User ID, account, password and any other access tools or credentials. You’re

responsible for any activity associated with your Clusiv User ID and account.

Connecting Counselors and Clients

The core of Clusiv’s Services is the provision of vocational training services (“Vocational Services”) which

are provided by Clusiv to students who are interested in receiving such Vocational Services (“Students”).

To facilitate the provision of Vocational Services to Students, Clusiv connects Students with counselors

(“Counselors”) who are able to provide Students with a menu of Vocational Services and help monitor

each Student’s progress within such Vocational Services. For clarity, all Vocational Services are provided

directly by Clusiv and not by the Counselors.

Note: When we use the word “you” in these Terms, it refers to any user, regardless of whether he or

she is an Counselor or Student, while if we use one of those specific terms, it only applies to that

category of user.

Clusiv uses reasonable efforts to vet each potential Counselor, including checking each Counselor's

background but makes no guarantees, representations or warranties regarding the Counselors. Since

Clusiv provides Vocational Services directly, we do not ask Counselors to provide any instruction and

likewise do not endorse any instruction provided by Counselors. We don’t control the actions of any

Student or Counselor, and Counselors aren’t our employees.

Counselors are independent contractors and not employees, partners, representatives, agents, joint

venturers, or franchisees of Clusiv.

Students and Counselors must not enter into separate agreements outside of Clusiv relating to

Vocational Services (“Outside Agreements”). If you do enter into any Outside Agreement we may

terminate your Clusiv account, and you acknowledge that Clusiv is not a party to and isn’t responsible

for enforcing any Outside Agreement.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that

Clusiv sends you (for example, via email or SMS). When signing up for the Services, you will receive a

welcome message and instructions on how to stop receiving messages. By signing up for the Services

and providing us with your wireless number, you confirm that you want Clusiv to send you

information regarding your account or transactions with us, which may include Clusiv using

automated dialing technology to text you at the wireless number you provided, and you agree to

receive communications from Clusiv, and you represent and warrant that each person you register for

the Services or for whom you provide a wireless phone number has consented to receive

communications from Clusiv. You agree to indemnify and hold Clusiv harmless from and against any and

all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees)

arising from or in any way related to your breach of the foregoing.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any

Content (as that term is defined below), to the Services, or otherwise use or interact with the Services,

in a manner that:

(a) infringes or violates the intellectual property rights or any other rights of anyone else

(including Clusiv);

(b) violates any law or regulation, including, without limitation, any applicable export control

laws, privacy laws or any other purpose not reasonably intended by Clusiv;

or otherwise objectionable;

(d) jeopardizes the security of your Clusiv User ID, account or anyone else’s (such as allowing

someone else to log in to the Services as you);

(e) attempts, in any manner, to obtain the password, account, or other security information

from any other user;

(f) violates the security of any computer network, or cracks any passwords or security

encryption codes;

(g) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any

processes that run or are activated while you are not logged into the Services, or that

otherwise interfere with the proper working of the Services (including by placing an

unreasonable load on the Services’ infrastructure);

(h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or

Content (through use of manual or automated means);

(i) copies or stores any significant portion of the Content; or

(j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or

underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Are there any terms specific to me as an Counselor?

To the extent that Counselor collects any information about Students directly from the Services

(“Student Information”), Counselor shall use such Student Information solely as necessary to facilitate

the provision of Vocational Services to Students beyond what is necessary to facilitate the provision of

Vocational Services to the applicable Student. Counselor also must not use any Student Information

beyond what is necessary to facilitate the provision of Vocational Services for such applicable Student.

Upon the conclusion of the Vocational Services for a Student (or otherwise upon the request of such

Student or Clusiv), Counselor must properly destroy all Student Information from or relating to such

Student and make no further use of it whatsoever. Counselor must collect, use, maintain, and transmit

all Student Information in compliance with all applicable laws. For clarity, Counselors may have receive

access to information related to Students from third-parties (“Outside Information”), including the

applicable Student, a state agency or a medical professional. The use of any such Outside Information is

not subject to these Terms, and Clusiv is not responsible in any manner for the accuracy or

completeness of such Outside Information or for Counselor’s use of such Outside Information.

Student Authorization

By enrolling a Student in the Vocational Services, you, as an Counselor, hereby authorize such Student

to receive such Vocational Services. You, as an Counselor, further agree to supply all written

authorization paperwork as may be required by Clusiv in order to submit the Vocational Services to

any applicable local, state, federal or foreign government for reimbursement. In furtherance of the

foregoing, you, as an Counselor, agree to keep detailed records of the Students you enroll in the

Counselor Services, including the name, date, type and quantity of Vocational Services provided. You

further agree and acknowledge that you are authorized by the agency or other state entity with which

you are affiliated to authorize Students to receive Vocational Services from Clusiv.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited

to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the

“Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by

all copyright notices, trademark rules, information, and restrictions contained in any Content you access

through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast,

transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any

purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii)

in a way that violates someone else’s (including Clusiv's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-

sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely

for purposes of using the Services. Use, reproduction, modification, distribution or storage of any

Content for any purpose other than using the Services is expressly prohibited without prior written

permission from us. You understand that Clusiv owns the Services. You won’t modify, publish, transmit,

participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create

derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy

or download certain Content, but please remember that even where these functionalities exist, all the

restrictions in this section still apply.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole

responsibility of the person from whom such Content originated, and you access all such information

and Content at your own risk, and we aren’t liable for any errors or omissions in that information or

Content or for any damages or loss you might suffer in connection with it. We cannot control and have

no duty to take any action regarding how you may interpret and use the Content or what actions you

may take as a result of having been exposed to the Content, and you hereby release us from all liability

for you having acquired or not acquired Content through the Services. We can’t guarantee the identity

of any users with whom you interact in using the Services and are not responsible for which users gain

access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent

and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or

controlled by Clusiv. When you access third-party websites or use third-party services, you accept that

there are risks in doing so, and that Clusiv is not responsible for such risks.

Clusiv has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or

practices of or opinions expressed in any third-party websites or by any third party that you interact

with through the Services. In addition, Clusiv will not and cannot monitor, verify, censor or edit the

content of any third-party site or service. We encourage you to be aware when you leave the Services

and to read the terms and conditions and privacy policy of each third-party website or service that you

visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising

from your use of any third-party website or service.

If there is a dispute between participants on this site or Services, or between users and any third party,

you agree that Clusiv is under no obligation to become involved. In the event that you have a dispute

with one or more other users, you release Clusiv, its directors, officers, employees, agents, and

successors from claims, demands, and damages of every kind or nature, known or unknown, suspected

or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or

our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any

jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or

releasing party does not know or suspect to exist in his or her favor at the time of executing the release

and that, if known by him or her, would have materially affected his or her settlement with the debtor

or released party.”

Will Clusiv ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or

discontinue any part of the Services, or we may introduce new features or impose limits on certain

features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a

material change to the Services that would adversely affect you, but this isn’t always practical. We

reserve the right to remove any Content from the Services at any time, for any reason (including, but not

limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole

discretion, and without notice.

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at info@clusiv.io; please refer to our Privacy

Policy, as well as the licenses above, to understand how we treat information you provide to us

after you have stopped using our Services.

Clusiv is also free to terminate (or suspend access to) your use of the Services or your account for any

reason in our discretion, including your breach of these Terms. Clusiv has the sole right to decide

whether you are in violation of any of the restrictions set forth in these Terms; for example, a Student

who believes that a Counselor may be in breach of these Terms is not able to enforce these Terms

against that Counselor.

Account termination may result in destruction of any Content associated with your account, so keep

that in mind before you decide to terminate your account.

If you have deleted your account by mistake, contact us immediately at info@clusiv.io – we will try to

help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By

way of example, all of the following will survive termination: any obligation you have to indemnify us,

any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms

regarding disputes between us, including without limitation the arbitration agreement.

What about Mobile Applications?

You acknowledge and agree that the availability of our mobile application is dependent on the third

party stores from which you download the application, e.g., the App Store from Apple or the Android

app market from Google (each an “App Store”). Each App Store may have its own terms and conditions

to which you must agree to before downloading mobile applications from such store, including the

specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to

use our application is conditioned upon your compliance with, such App Store terms and conditions. To

the extent such other terms and conditions from such App Store are less restrictive than, or otherwise

conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and

conditions in these Terms apply.

I use the Clusiv App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including our iOS applications (the “Application”)

available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the

Application:

(a) Both you and Clusiv acknowledge that the Terms are concluded between you and

Clusiv only, and not with Apple, and that Apple is not responsible for the Application

or the Content;

(b) The Application is licensed to you on a limited, non-exclusive, non-transferrable,

non-sublicensable basis, solely to be used in connection with the Services for your

private, personal, non-commercial use, subject to all the terms and conditions of

these Terms as they are applicable to the Services;

control;

(d) You acknowledge and agree that Apple has no obligation whatsoever to furnish any

maintenance and support services with respect to the Application;

(e) In the event of any failure of the Application to conform to any applicable warranty,

including those implied by law, you may notify Apple of such failure; upon

notification, Apple’s sole warranty obligation to you will be to refund to you the

purchase price, if any, of the Application;

(f) You acknowledge and agree that Clusiv, and not Apple, is responsible for addressing

any claims you or any third party may have in relation to the Application;

(g) You acknowledge and agree that, in the event of any third-party claim that the

Application or your possession and use of the Application infringes that third party’s

intellectual property rights, Clusiv, and not Apple, will be responsible for the

investigation, defense, settlement and discharge of any such infringement claim;

(h) You represent and warrant that you are not located in a country subject to a U.S.

Government embargo, or that has been designated by the U.S. Government as a

“terrorist supporting” country, and that you are not listed on any U.S. Government

list of prohibited or restricted parties;

(i) Both you and Clusiv acknowledge and agree that, in your use of the Application, you

will comply with any applicable third-party terms of agreement which may affect or

be affected by such use; and

Both you and Clusiv acknowledge and agree that Apple and Apple’s subsidiaries are third-party

beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right

(and will be deemed to have accepted the right) to enforce these Terms against you as the third-party

beneficiary hereof.

What else do I need to know?

Warranty Disclaimer. Clusiv and its licensors, suppliers, partners, parent, subsidiaries or affiliated

entities, and each of their respective officers, directors, members, employees, consultants, contract

employees, representatives and agents, and each of their respective successors and assigns (Clusiv and

all such parties together, the “Clusiv Parties”) make no representations or warranties concerning the

Services, including without limitation regarding any Content contained in or accessed through the

Services, and the Clusiv Parties will not be responsible or liable for the accuracy, copyright compliance,

legality, or decency of material contained in or accessed through the Services or any claims, actions,

suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to

your participation in, the Services. The Clusiv Parties make no representations or warranties regarding

suggestions or recommendations of services or products offered or purchased through or in connection

with the Services, including any Vocational Services. THE SERVICES AND CONTENT ARE PROVIDED BY

CLUSIV (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY

KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE

SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON

HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO

CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT,

CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE CLUSIV PARTIES BE LIABLE TO YOU OR

TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF

DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR

MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE

AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR

REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL

OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY

NOT APPLY TO YOU.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations

hereunder, or your Services account, in any way (by operation of law or otherwise) without Clusiv's prior

written consent. We may transfer, assign, or delegate these Terms and our rights and obligations

without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act,

applicable federal law, and the laws of the State of Texas, without regard to the conflicts of laws

provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it

requires you to arbitrate certain disputes and claims with Clusiv and limits the manner in which you can

seek relief from Clusiv. Both you and Clusiv acknowledge and agree that for the purposes of any dispute

arising out of or relating to the subject matter of these Terms, Clusiv's officers, directors, employees and

independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your

acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the

right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to

settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of

these Terms directly through good-faith negotiations, which shall be a precondition to either party

initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding

arbitration in Travis County, Texas. The arbitration will proceed in the English language, in accordance

with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one

commercial arbitrator with substantial experience in resolving intellectual property and commercial

contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in

accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in

any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Clusiv will pay all

arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Clusiv will not seek its

attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

claims court in Travis County, Texas or any United States county where you live or work. Furthermore,

notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue

injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the

actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks,

trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND CLUSIV WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO

TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Clusiv are instead choosing to

have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited,

more efficient, and less costly than rules applicable in court and are subject to very limited review by a

court. In any litigation between you and Clusiv over whether to vacate or enforce an arbitration award,

YOU AND CLUSIV WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved

by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS

ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON

A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR

LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however,

this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Clusiv is

entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of

your decision to opt out to the following address: 12408 Dessau Road, Apt. 4101, Austin, Texas 78754

postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and

residence address, (ii) the email address and/or telephone number associated with your account, and

(iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the

foregoing arbitration agreement permits either you or Clusiv to litigate any dispute arising out of or

relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not

apply to either party, and both you and Clusiv agree that any judicial proceeding (other than small claims

actions) will be brought in the state or federal courts located in, respectively, Travis County, Texas, or

the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third

parties contained above is found to be unenforceable, then all of the preceding language in this

Arbitration Agreement section will be null and void. This arbitration agreement will survive the

termination of your relationship with Clusiv.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and

other governmental assessments associated with your activity in connection with the Services, provided

that the Clusiv may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of

any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid,

that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall

otherwise remain in full force and effect and enforceable. You and Clusiv agree that these Terms are the

complete and exclusive statement of the mutual understanding between you and Clusiv, and that these

Terms supersede and cancel all previous written and oral agreements, communications and other

understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that

you are not an employee, agent, partner, or joint venture of Clusiv, and you do not have any authority of

any kind to bind Clusiv in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Clusiv

agree there are no third-party beneficiaries intended under these Terms.