Clasp + Dwolla Terms of Use Agreement
Last updated: OCTOBER, 2025
BY USING CLASP’S WEBSITE, APP, OR ANY FEATURES, YOU AGREE TO THIS TERMS OF SERVICE AND OUR PRIVACY POLICY. THIS AGREEMENT INCLUDES BINDING ARBITRATION AND A CLASS/REPRESENTATIVE ACTION WAIVER (SECTION 14); YOU MAY OPT OUT WITHIN 30 DAYS OF FIRST ACCEPTING. YOU CONSENT TO ELECTRONIC COMMUNICATIONS AND RECORDS (SECTION 7). PAYMENT SERVICES ARE PROVIDED BY OUR PAYMENT SERVICE PROVIDERS AND THEIR FINANCIAL-INSTITUTION PARTNERS; CLASP IS NOT A BANK OR MONEY TRANSMITTER AND DOES NOT HOLD FUNDS (SECTIONS 4–5). THE SERVICES ARE FOR U.S. USE. IF YOU DO NOT AGREE, OR IF YOU ARE UNDER THE AGE OF MAJORITY OR LACK AUTHORITY TO BIND YOUR ORGANIZATION, DO NOT USE THE SERVICES.
1. Introduction
1.1 Purpose of these Terms
These Terms of Service (the “Terms”) are a binding agreement between Clasp Group, Inc. ("Clasp," "we," "us," or "our") and the individual or entity that accesses or uses our websites, mobile experiences, and related products and services (collectively, the "Services"). The Services include software and related tools that enable users and program sponsors to facilitate education-related payments (e.g., to student loan servicers, schools, or other providers) and to administer education benefit programs. These Terms also incorporate by reference the documents listed in Section 1.2 and any product-specific terms referenced in Section 6.
1.2 Acceptance of Terms; Effective Date
By clicking “I agree,” creating an account, or otherwise accessing or using the Services, you agree to these Terms, our Privacy Policy, and, if you enable or use payment functionality, the Payment Services Addendum & ACH Authorization and the Electronic Fund Transfers (Reg E) Disclosure (Annexes B and A, respectively). If you do not agree, do not use the Services. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. Effective Date: October, 2025. Changes to the Terms. We may update these Terms from time to time. For material changes, we will provide reasonable advance notice (e.g., email or in-product notice). The "Effective Date" above will be updated when changes take effect. Your continued use of the Services after the effective date of changes constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Services before the changes take effect.
1.3 Who We Are; Services Overview
Clasp provides software that helps employers and individuals (a) manage and make educationrelated payments to third parties such as student loan servicers, schools, or other providers, and (b) administer employer-sponsored education benefits. Clasp is not a bank, lender, money transmitter, financial advisor, or fiduciary. Additional terms relating to payment services are set out in Sections 4 and 5 and Annex B.
1.4 Eligibility and Territory (U.S.-only)
You may use the Services only if: (a) you are at least 18 years of age and have the legal capacity to enter into these Terms; (b) you reside in the United States and the Services are available in your state; (c) you have a valid U.S. bank account to fund payments (if using payment features); and (d) you are not subject to restrictions under applicable sanctions, export, or other laws. The Services are not directed to children under 13. If you create an account for an organization (e.g., an employer), you must be an authorized representative. Certain features may be available only to participants in employer-sponsored programs and may be subject to additional eligibility rules set by the employer or plan sponsor.
2. Definitions
Capitalized terms have the meanings set out below. Terms defined elsewhere in these Terms have their assigned meanings when used here. The words including and include mean including without limitation.
Account means your registered account for the Services.
Admin User means, for an Organization, any person you authorize to configure program settings, invite or manage participants, connect Funding Sources, or approve or submit Payment Instructions on your behalf.
Affiliate means any entity that controls, is controlled by, or is under common control with a party, where control means direct or indirect ownership of more than 50% of voting interests.
Aggregator means a third‑party data aggregation provider used to link external accounts or retrieve information (for example, Plaid), whose separate terms govern as between you and that provider.
Applicable Law means all applicable federal, state, and local laws, rules, regulations, and orders, including NACHA rules, OFAC sanctions, and export‑control laws (including the EAR), that apply to your use of the Services.
Arbitration Agreement means the agreement between you and Clasp to arbitrate Disputes on an individual basis.
Business Day means Monday through Friday, excluding U.S. bank holidays.
Communications means contracts, disclosures, notices, statements, receipts, and similar records we deliver electronically.
Customer or User means the individual or Organization that accepts these Terms and uses the Services; you and your refer to the same.
Data means information processed in connection with the Services, including User Content, Account and Identity Data, Payment Instructions and related metadata, and Usage Data.
Dispute means any dispute, claim, or controversy between you and Clasp relating to these Terms or the Services; a Dispute Notice is a written notice describing the Dispute and the relief sought, sent to the designated notice addresses.
Dwolla means Dwolla, Inc., our payment‑services provider.
Effective Date means the effective date posted at or near the top of these Terms or otherwise indicated by Clasp.
Funding Source means any U.S. bank account or other source of funds you link to the Services to fund transfers.
Government Official means any officer, employee, or person acting in an official capacity for a government, government‑owned or controlled entity, public international organization, or political party (including candidates and party officials), as well as any person otherwise defined as such under Applicable Law.
Instructions or Payment Instructions means the payment orders, transfers, schedules, allocations, or other directions you (or your Admin Users) submit through the Services .
NACHA Operating Rules means the rules published by Nacha that govern ACH entries and related obligations.
OFAC means the U.S. Department of the Treasury’s Office of Foreign Assets Control; Sanctions means any economic or trade sanctions administered or enforced by OFAC or another competent authority; SDN List means OFAC’s Specially Designated Nationals and Blocked Persons List.
Organization means a legal entity (for example, an employer or program sponsor) that uses the Services; Admin Users and participants associated with an Organization act on the Organization’s behalf.
Personal Information has the meaning given in our Privacy Policy.
Recipient means a third‑party payee (for example, a loan servicer, lender, school, government agency, or other provider) designated to receive a payment you instruct.
Recurring Transfer means a preauthorized series of debits scheduled to occur at a defined cadence until changed or canceled by you.
Reg E means the Electronic Fund Transfer Act and Regulation E (12 C.F.R. Part 1005) and related consumer rights under applicable law.
Return means an ACH entry returned under the NACHA Operating Rules; a Reversal means an ACH entry reversed or corrected as permitted by those rules.
Services means our websites, mobile experiences, software, and related products and services, including features that enable Payment Instructions and employer‑sponsored program administration.
Third‑Party Terms means the separate terms and privacy policies of third parties that apply to certain functionality (for example, an Aggregator), which govern as between you and the third party.
Usage Data means technical, diagnostic, and analytics information about how the Services are accessed and used.
User Content means content and materials you or your Admin Users enter or upload to the Services (for example, program settings, participant lists, remittance notes, and documents).
we, us, or our means Clasp.
3. Account Registration and Security
3.1 Creating an Account
To use the Services, you must create an account and provide accurate, current, and complete information. Depending on your use case, we (and our service providers) may request your name, email, mobile number, date of birth, address, and, for identity verification, the last four digits of your SSN or other government ID information; for organizations, we may request legal name, EIN, business address, authorized representative information, and ownership information. You agree to promptly update your information if it changes. If you create an account on behalf of an organization (e.g., an employer or plan sponsor), you represent that you are authorized to bind that organization to these Terms and to manage the account.
3.2 Identity Verification (KYC)
You authorize Clasp to verify your identity (and, if applicable, the identity of your organization’s owners and control persons) using documentary and non-documentary methods, including comparing information against government and commercial databases, watchlists (e.g., OFAC), credit bureaus or identity verification services, and requesting supporting documents. You agree to timely respond to our requests for information or documents. We may deny, suspend, or limit access to some or all Services (including the ability to initiate transfers) until verification is complete or if we cannot verify information to our satisfaction.
3.3 Employer-Sponsored Programs & Admin Users
If you use the Services as an employer or program sponsor, you will designate one or more Admin Users to configure program settings, invite and manage participant access, connect funding sources, and authorize payments according to your internal policies. You are responsible for the actions of your Admin Users and anyone who uses your account or invitation links. You must maintain appropriate role‑based permissions and approval workflows, review activity regularly, and promptly remove access for users who should no longer have it. You agree that (i) Clasp is not responsible for your internal approvals or eligibility determinations, and (ii) you remain responsible for ensuring sufficient funds and for any contributions you schedule or approve.
3.4 Account Security; Credentials and MFA
Keep your login credentials confidential and do not share them. You are responsible for the security of the devices and networks you use to access the Services. We may require multi‑factor authentication (MFA) and other security steps and strongly recommend that you enable MFA at all times. Notify us immediately if you suspect unauthorized access or activity on your account. We may disable credentials, require password resets, or impose additional verification if we detect or suspect fraud, abuse, or security risk.
3.5 Closing Your Account
You may request to close your Clasp account at any time via the in‑product account settings or by contacting support. You must cancel any scheduled or recurring payments before closure; closure may be delayed while transfers are pending, investigations are ongoing, or amounts are owed (including any negative balances or reimbursements). We will retain records as required by law and our policies. After closure, you will lose access to the account and related data available through the Services; you may request copies of certain records as permitted by law. Re‑opening an account may require new verification.
4. Third Parties and Roles
4.1 Payment Services Provider
Clasp provides software only. Clasp is not a bank or money transmitter and does not take custody of funds.
4.2 Bank Partners; How Funds Are Held/Transferred
Funds used in connection with payment services are not held by Clasp. Clasp is not a bank, money services business, or money transmitter, and does not hold, receive, or transmit funds on your behalf. Clasp does not pay interest on any amounts held.
4.3 Data Aggregators (e.g., Plaid)
To link external accounts or retrieve information needed to direct payments (for example, account and routing numbers or loan details), the Services may rely on third‑party data aggregation providers (such as Plaid). When you connect an account, you authorize the aggregator to act on your behalf to access and transmit data from the relevant institution to Clasp. Aggregators may require you to accept their own terms and privacy policy; those third‑party terms are between you and the aggregator. Clasp does not receive or store your bank login credentials entered with an aggregator. You can disconnect linked accounts at any time within the Services, but previously shared data may persist as permitted by law and our Privacy Policy. We are not responsible for the accuracy of data supplied by aggregators or the availability of their services.
4.4 Loan Servicers, Schools, and Other Providers
Payments you instruct are sent to third‑party recipients (e.g., loan servicers, lenders, schools, government agencies, or other program providers). Clasp does not control how a recipient allocates, applies, or credits a payment, the timing of posting, or any fees, interest, or penalties assessed by that recipient. You are responsible for supplying accurate recipient details and for confirming that a payment has posted as expected. Except as required by law or expressly stated in these Terms, Clasp is not responsible for a recipient’s acts or omissions and does not guarantee any particular outcome (e.g., eligibility determinations, loan forgiveness decisions, or application processing). Where the Services allow us to send instructions or information to a recipient on your behalf, any limited agency we may exercise is solely as described in Section 6.4 and only to carry out the tasks you authorize.
5. Payment Services Terms
5.1 Dwolla Customer Account; Acceptance of Dwolla Terms & Privacy
If there is a conflict between these Terms and Dwolla’s terms regarding payment services, Dwolla’s terms control. When you enable payment functionality, payments are facilitated by our payment services provider, Dwolla, Inc. ("Dwolla"). In order to use the payment functionality of our application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize Clasp to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by Clasp, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at www.clasp.com/contact, support@clasp.com, and/or (214) 775-9960. You consent to receive servicing-related contracts, disclosures, statements, and notices electronically as described in Section 7 (E-SIGN).
5.2 Linking Funding Sources; Representations about Accounts
You may link a U.S. bank account or other funding source through the Services (directly or via a data aggregator such as Plaid). You represent and warrant that you are an authorized owner of each linked account and that all information you provide (including account and routing numbers) is accurate and complete. You authorize Clasp, and our service providers to (a) confirm account ownership (including by micro‑deposits or similar methods), (b) obtain, verify, and record information required by law (e.g., KYC), and (c) store funding‑source tokens needed to process transfers. You must keep your funding‑source information current and promptly remove any account you no longer own or control.
5.3 Authorization to Originate ACH Transfers (Nacha)
By submitting a payment instruction through the Services, you agree to be bound by the Nacha Operating Rules in effect from time to time as they relate to your ACH transfers.
5.5 Scheduling; Cut‑Offs; Business Days
Transfers are processed on business days (Monday–Friday, excluding U.S. bank holidays). We may establish cut‑off times; instructions received after the applicable cut‑off may be processed on the next business day. The initiation date shown in the Services reflects when we submit your instruction; settlement and posting depend on bank/network processing and the recipient’s policies. The Services may display estimated dates for initiation or posting, which are estimates only.
5.6 Cancelation/Stop Payment; How to Revoke Consent
You may cancel a one‑time transfer or a scheduled recurring transfer in the Services before it is processed (see cut‑off rules) or by contacting support at the contact points listed in Section 18. For preauthorized transfers, we will honor a request to stop payment if received at least three (3) business days before the scheduled debit. You may also revoke your authorization for recurring transfers at any time by turning off autopay in the Services or contacting support; revocation will not affect transfers that are already in process. Additional stop‑payment rights for consumer accounts are described in Annex A (Reg E Disclosure).
5.7 Transfer Processing Windows; Holds; Availability of Funds
ACH transfers may take several business days to complete. We may decline or delay an instruction for any lawful reason, including insufficient funds, suspected unauthorized activity, or violation of these Terms, NACHA rules, or law. We are not responsible for fees charged by your bank (e.g., NSF, overdraft) or by a recipient.
5.8 Returns, Reversals, Chargebacks, and Refunds
ACH entries may be returned or reversed under Nacha rules (e.g., for insufficient funds, account closed, invalid account, or unauthorized). Refunds for payments are managed by the recipient (e.g., the loan servicer or school) according to their policies; Clasp is not responsible for a recipient’s refund practices. We may offset amounts you owe against future credits to the extent permitted by law.
5.9 Transfer Limits; Negative Balances; Collections
We, or our partners may set or adjust transaction, daily, and monthly limits (per‑transfer, aggregate, or velocity) and may require additional verification for higher limits. If your account reflects a negative balance or other amount owed (e.g., due to returns, reversals, or fees), you agree to promptly pay the amount due and authorize Clasp to debit your funding source to satisfy it. We may use lawful collection methods and report unpaid amounts to credit bureaus where permitted by law.
5.10 Fees and Taxes
We may charge fees for certain payment features or services. Any applicable fees will be disclosed in the Services before you authorize a transfer, in an applicable order form, or in a posted fee schedule. You are responsible for any bank fees and for all taxes arising from your use of the Services. If you participate in an employer‑sponsored program, your employer may pay certain fees on your behalf; any such arrangement is between you and your employer.
5.11 Prohibited or Restricted Transactions (NACHA/OFAC)
You agree not to use the Services for any illegal, restricted, or high‑risk activity, including transactions that violate law, NACHA rules, or OFAC sanctions (e.g., payments involving prohibited jurisdictions or parties). We may screen transfers and parties against sanctions and other watchlists and may block, reject, or report activity as required by law. We may also impose category‑based restrictions (e.g., no payments to certain merchants, person‑to‑person schemes, or unlawful debt settlement activities). A current list of prohibited categories may be provided in an Acceptable Use Policy or within the Services.
5.12 Payment Notifications and Statements
We will provide electronic confirmations or other notices for your transfers via the Services or by email or SMS in accordance with your E‑SIGN consents (see Section 7). You should review notifications promptly and report errors or unauthorized activity as described in Annex A (Reg E Disclosure) for consumer accounts. For employer‑sponsored programs, we may also provide program‑level reporting to Admin Users consistent with your settings and our Privacy Policy.
Consumer vs. Business Use; Reg E. If you use the Services primarily for personal, family, or household purposes, certain additional rights and responsibilities apply under Regulation E (Electronic Fund Transfers). Those rights are set out in Annex A and prevail for covered consumer transfers. If you use the Services on behalf of a business or organization, Reg E generally does not apply; your transfers are governed by these Terms and NACHA rules.
6. Product-Specific Terms
6.1 Loan Repayment Features (Servicer Payments)
The Services allow you (or your employer/program sponsor) to instruct payments to student loan servicers or lenders. You are responsible for providing accurate recipient information (including account numbers, payment addresses, and any remittance fields). Where the Services allow you to specify allocation preferences (e.g., target loan, excess to principal, or distribution across loans), we will transmit your preferences to the recipient; however, the recipient controls how payments are credited and may apply funds according to its own policies, loan contract terms, or applicable law. We do not control payoff quotes, capitalization, deferment/forbearance effects, or interest accrual. You should confirm posting with your servicer and maintain payments through other channels until you verify successful posting. If a servicer refuses or returns a payment, Section 5.8 governs how funds are handled.
6.2 Education Payment Features (School/Provider Disbursements)
The Services may facilitate payments to schools or other education providers for eligible expenses. We may require invoices, enrollment confirmations, or other documentation before disbursement. Clasp is not responsible for course quality, fulfillment of goods/services, grading, academic credit, or institutional decisions. Refunds or adjustments issued by a school/provider are managed by that recipient under its policies; unless otherwise required by law, refunds will be returned to the original funding source (e.g., the employer sponsor) or as specified in your program settings. We may transmit refund routing instructions that you or your sponsor select, but we do not guarantee a recipient will honor those instructions.
6.3 Employer‑Sponsored Contributions Programs
If you participate through an employer or plan sponsor, that organization is the program sponsor and is solely responsible for: (a) eligibility rules and determinations; (b) funding contributions and ensuring sufficient balances; (c) program design (e.g., caps, vesting/forfeiture, waiting periods, or matching rules); and (d) the tax treatment of contributions and related reporting. Clasp does not provide tax, legal, or accounting advice and does not administer your internal policies. We may act on instructions submitted by your Admin Users and may share program‑level reports and confirmations with them consistent with your settings and our Privacy Policy. If your employment ends or you become ineligible, your sponsor’s plan rules govern any forfeiture or termination of pending or future contributions; Clasp is not responsible for employer decisions.
6.4 Limited Agency / Limited Power of Attorney (task-specific)
To the extent necessary to provide the Services you select, you grant Clasp a limited, revocable agency (and, where required by a recipient, a limited power of attorney) solely to: (a) communicate your payment instructions and remittance details to recipients; (b) obtain account or payoff information from recipients to correctly route or apply payments; (c) confirm payment status, correct clerical errors (e.g., transposed digits in a remittance field), or cancel a pending transfer at your request and where permitted; and (d) receive and forward communications from recipients relating to such payments. This limited agency/POA does not authorize Clasp to incur debt, open accounts, negotiate or settle obligations, endorse instruments, file claims, appear in legal proceedings, or act for you beyond the tasks listed above. You may revoke this grant at any time in the Services; revocation will not affect actions already taken or transfers already in process. The agency/POA automatically terminates when your account is closed, except that it may survive as reasonably necessary to resolve a pending transfer, return, or error. Clasp is not a fiduciary, and this limited agency does not create a general attorney‑in‑fact relationship.
7. Electronic Signatures and Communications (E-SIGN)
7.1 Consent to Electronic Records and Signatures
By creating an account, clicking an action button such as “I agree”, entering a verification code, or otherwise using the Services, you consent to the use of electronic records and electronic signatures and agree that we and our service providers may provide contracts, disclosures, notices, statements, receipts, and other communications (collectively, “Communications”) electronically. This consent covers all Communications relating to your use of the Services, ACH authorizations (including recurring‑payment notices), and any product‑specific features you use, to the extent permitted by law. Electronic signatures you provide in the Services have the same legal effect as a handwritten signature.
7.2 Hardware/Software Requirements
To receive, access, and retain electronic Communications, you must have: (a) a device with a recent web browser capable of running current standards (e.g., a current version of Chrome, Safari, Edge, or Firefox); (b) a stable internet connection; (c) a valid email address and, for certain features, a mobile phone number that can receive SMS/text messages; (d) software to view PDF files; and (e) sufficient storage space to save Communications or a printer to print them. If these requirements change materially, we will notify you as required by law.
7.3 Withdrawing Consent; Paper Copies
You may withdraw your consent to electronic delivery at any time by using in‑product settings (where available) or contacting us at the addresses in Section 18. We may need to suspend or terminate some or all features of the Services (including payment features) if you withdraw consent, because we rely on electronic delivery to provide them. Your withdrawal will not affect the legal validity of prior Communications or signatures. You may request a paper copy of a Communication we maintain by contacting us; we may charge a reasonable fee for paper copies where permitted by law, but not for Communications we are legally required to provide at no charge. Please make requests within a reasonable time after the Communication is first made available electronically.
7.4 Updating Your Contact Information
You must keep your email address and mobile number current in the Services. If your contact information changes, update it promptly in your account settings. We are not responsible for Communications that are not received because your information is inaccurate, out‑of‑date, or blocked by your service providers (e.g., spam filters).
7.5 Delivery and Deemed Receipt
We may deliver Communications by: (a) posting them within the Services; (b) emailing them to the address associated with your account; and/or (c) sending SMS/text messages to the mobile number on file (for certain alerts and verifications). A Communication is deemed received when we send it or make it available within the Services. You should promptly review all Communications and report errors or unauthorized activity as described in Annex A (Reg E Disclosure) for consumer accounts.
7.6 Email and SMS/Text Communications; Consent and Opt-Out
By providing a mobile number or email address, you authorize us (and our service providers ) to send you transactional messages related to your account, transfers, security alerts, verification codes, and service notices. Message frequency varies. Carrier rates may apply. You may opt out of SMS at any time by replying STOP; for help, reply HELP. Opting out of SMS will not stop essential service emails. If you opt out of both SMS and email for certain Communications, we may be unable to provide some features (e.g., two‑factor authentication or payment confirmations).
7.7 Records Retention and Access
We retain electronic records for periods required by law and our policies. You can access recent Communications in the Services and may download or print them for your records. Upon request, we will provide copies of records we maintain as required by law.
8. User Content, Data Access, and Privacy
8.1 Your Data and Permissions
You may provide to the Services: (a) User Content (information you or your Admin Users enter or upload, such as program settings, participant lists, remittance notes, and documents); (b) Account and Identity Data (information requested for account creation and KYC as described in Section 3); (c) Payment Instructions & Metadata (recipient details, amounts, schedules, and allocation preferences); and (d) Usage Data (technical, diagnostic, and analytics information about how the Services are used). You grant Clasp a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and display your Data solely to provide, secure, troubleshoot, improve, and support the Services; to comply with law; and as otherwise permitted in these Terms and our Privacy Policy. You represent that you have all rights and consents necessary to provide your Data and to grant these permissions, and that your Data and use of the Services will not violate law or rights of others. Do not upload health information protected by HIPAA or other data that you are not lawfully permitted to share.
Clasp may create and use aggregated and/or de‑identified data derived from your Data and use of the Services for legitimate business purposes (including improving the Services, benchmarking, and analytics), provided that such data does not identify you or your users.
8.2 Access to Third-Party Data Sources (Consents)
Certain features require us ( or our data aggregation providers) to retrieve information from third parties (e.g., loan servicers, lenders, schools, or financial institutions) to route payments or confirm posting. By enabling such features, you authorize us and our providers to access, receive, and use that information on your behalf for the purposes described in these Terms and our Privacy Policy. You may disconnect linked accounts or revoke an authorization at any time in the Services; doing so may disable related features and does not affect information already lawfully obtained or retained.
8.3 Sharing with Employers and Program Sponsors
If you participate in an employer‑ or sponsor‑administered program, you direct and authorize Clasp to share limited information with the program sponsor and its Admin Users to operate the program—such as enrollment status, eligibility flags, contribution schedules, transfer confirmations and failures, amounts and dates, and program‑level summaries and reports. Unless required by law or expressly permitted by you, we do not disclose your full bank account number to a sponsor (we may display masked identifiers). Sponsors may set program rules and receive reports; they are independent controllers of the information they receive. Your relationship with a sponsor (including employment‑related terms and benefits eligibility) is outside these Terms.
8.4 Data Retention and Deletion; Account Closure Effects
We retain records (including transfer logs and KYC records) for periods required by law and our retention policies. If you close your account (Section 3.5) or request deletion, we will delete or de‑identify personal information where required by law and otherwise as described in our Privacy Policy; however, we may retain information needed to comply with legal, regulatory, tax, accounting, audit, security, and fraud‑prevention obligations, to resolve disputes, and to enforce our agreements. Some information that is visible to you in the Services may no longer be accessible after closure.
8.5 Privacy Policy; DPA/Processor Disclosures (by reference)
Our Privacy Policy explains how we collect, use, disclose, and safeguard personal information and describes choices you may have (e.g., access, deletion, and opt‑out rights). The Privacy Policy is incorporated by reference into these Terms. For employer or sponsor customers, a Data Processing Addendum (DPA) may apply where Clasp processes personal data as a processor on your behalf; otherwise, Clasp generally acts as an independent controller for the Services it provides directly to individuals. If the DPA and these Terms conflict with respect to privacy or data protection, the DPA and/or Privacy Policy control.
8.6 Feedback License
We welcome suggestions, comments, or ideas about the Services (“Feedback”). If you provide Feedback, you grant Clasp a perpetual, irrevocable, worldwide, sublicensable, transferable, royalty‑free license to use, copy, modify, create derivative works from, and exploit the Feedback for any purpose, without obligation or compensation to you. Do not include confidential or proprietary information in Feedback.
9. Intellectual Property and Acceptable Use
9.1 License to Use the Services
Subject to these Terms, Clasp grants you a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Services for your internal purposes (or, for individual users, your personal purposes). All software, technology, websites, mobile apps, interfaces, dashboards, designs, text, graphics, images, videos, know‑how, and other materials provided by or on behalf of Clasp are owned by Clasp and its licensors and are protected by intellectual property laws. Clasp reserves all rights not expressly granted. You acquire no ownership in the Services or any related intellectual property. Our names, logos, and trademarks are Clasp’s property; no license to use them is granted by these Terms.
9.2 Acceptable Use Restrictions
You may not (and may not permit anyone else to): (a) use the Services for illegal, harmful, deceptive, or fraudulent purposes; (b) violate the NACHA Operating Rules, OFAC sanctions, anti‑money laundering, export, or other applicable laws; (c) access, search, or create accounts by any automated means (e.g., scraping, spiders, bots) other than through documented interfaces we provide; (d) interfere with or disrupt the Services, circumvent security or authentication, test vulnerabilities, or upload malware; (e) copy, modify, adapt, translate, or create derivative works of the Services; (f) reverse engineer, decompile, or disassemble the Services except to the extent such restriction is prohibited by applicable law; (g) harvest or misuse data in a way that violates privacy or these Terms, including collecting other users’ information without authorization; (h) use the Services to send spam or unsolicited communications; (i) impersonate any person or misrepresent your affiliation; (j) use the Services to develop or offer a competing product or for benchmarking without our written permission; (k) submit or store content that infringes or misappropriates others’ rights, or is unlawful, defamatory, or obscene; (l) process high‑risk transactions we prohibit (e.g., unlawful debt‑settlement schemes, payments to prohibited merchants or sanctioned parties); or (m) otherwise use the Services in a manner inconsistent with these Terms or any Acceptable Use Policy we publish (see Annex C). We may monitor usage and suspend or terminate access for suspected violations.
9.3 Open Source Components
The Services may include or interact with open‑source or third‑party software. To the extent required by the applicable open‑source licenses, those licenses govern your use of the corresponding components, and nothing in these Terms is intended to limit your rights under those licenses. We will make required notices and license texts available upon request or within the Services. Use of certain third‑party services ( data aggregators like Plaid) is also subject to their separate terms and privacy policies.
9.4 DMCA Notice and Takedown
Clasp respects intellectual property rights and will respond to notices of alleged infringement consistent with the Digital Millennium Copyright Act (17 U.S.C. §512). If you believe content hosted on the Services infringes your copyright, please send a notice containing the following to our DMCA Agent listed below: (1) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (2) identification of the copyrighted work claimed to have been infringed; (3) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material (e.g., URL); (4) your contact information; (5) a statement that you have a good‑faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner.
DMCA Agent: Clasp Group, Inc.
Attn: DMCA Agent
Email: support@clasp.com
Upon receiving a compliant notice, we may remove or disable access to the material and, where appropriate, terminate repeat infringers. If you believe material was removed or disabled by mistake or misidentification, you may send a counter‑notification to the DMCA Agent that includes: (1) your physical or electronic signature; (2) identification of the material removed or to which access has been disabled and the location before removal; (3) a statement under penalty of perjury that you have a good‑faith belief the material was removed or disabled as a result of mistake or misidentification; and (4) your name, address, phone number, and a statement that you consent to the jurisdiction of the federal district court for your judicial district (or San Francisco County, California if outside the U.S.) and that you will accept service of process from the person who provided the original notice. If we receive a valid counter‑notification, we may restore the material in accordance with the DMCA.
10. Disclaimers
10.1 No Financial, Legal, Tax, or Investment Advice
The Services provide administrative tools and information to help route payments and operate education‑benefit programs. Clasp does not provide financial, legal, tax, accounting, investment, or debt‑management advice and does not act as your advisor or fiduciary. Any educational content, calculators, estimates, or recommendations surfaced in the Services are for informational purposes only and may be based on assumptions or third‑party information. You are solely responsible for your decisions, and you should consult qualified professionals about your specific situation.
10.2 No Guarantee of Third-Party Actions or Outcomes
Payments are sent to third‑party recipients (e.g., loan servicers, lenders, schools, or other providers) who control posting, crediting, and allocation under their policies and applicable law. Clasp does not control and is not responsible for any third party’s acts or omissions, including changes to payoff amounts, interest accrual, capitalization, deferment/forbearance effects, eligibility determinations, or refund practices. No results are guaranteed, including outcomes related to loan forgiveness, consolidation, refinancing, interest savings, academic credit, employment eligibility, or tax consequences.
10.3 Service Availability; Networks and Delays
The Services (and payments) depend on networks, processors, bank systems, the ACH Network, data aggregators, and other providers that we do not control. Outages, delays, holds, or errors may occur due to maintenance, peak demand, bank holidays, compliance reviews, or third‑party failures. Any dates or times shown for initiation, settlement, or posting are estimates only. We may modify or discontinue features (including beta or preview features) at any time.
10.4 Accuracy of Information
You are responsible for providing accurate and complete information (including recipient details, account numbers, and allocation instructions). Information we display about accounts, loans, balances, or posting status may be provided by third parties (e.g., servicers or data aggregators) and is presented as received; we do not guarantee its accuracy or timeliness. Always confirm critical details directly with the relevant institution.
10.5 Beta/Preview Features
We may label certain features as beta, preview, or evaluation. Such features are made available for testing and feedback, may be subject to additional terms, may not be fully supported or secure, and may be suspended or discontinued at any time. Do not rely on beta features for mission‑critical use.
10.6 No Fiduciary or Special Relationship
Clasp is not a fiduciary and does not have a special or confidential relationship with you beyond these Terms. Our limited agency/POA, if applicable (Section 6.4), is narrowly scoped and does not create an advisory, trustee, escrow, or attorney‑client relationship.
10.7 Third‑Party Terms
Your use of certain functionality is also subject to those third‑party terms and privacy policies, which govern as between you and the third party. These disclaimers apply to the maximum extent permitted by law and do not limit any non‑waivable rights you may have under applicable law. See Section 11 for warranty disclaimers and limitations of liability.
11. Warranties and Limitation of Liability
11.1 “As-Is” and “As-Available”
To the fullest extent permitted by law, the Services are provided “AS IS” and “AS AVAILABLE.” Clasp and its affiliates and licensors disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non‑infringement. We do not warrant that the Services (or payments) will be uninterrupted, timely, secure, or error‑free, or that information provided by third parties (e.g., servicers, banks, data aggregators) will be accurate or up‑to‑date.
11.2 Limitation of Certain Damages
To the fullest extent permitted by law, neither Clasp nor its affiliates, licensors, or service providers will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages or if a remedy fails of its essential purpose.
11.3 Liability Caps
To the fullest extent permitted by law, Clasp’s aggregate liability arising out of or relating to the Services or these Terms will not exceed:
(a) for individuals using the Services without a paid order or subscription: the greater of $100 or the amounts you paid to Clasp (if any) for the Services giving rise to the claim during the twelve (12) months before the event giving rise to liability; and
(b) for organizations (or their Admin Users) operating under an order form or other commercial agreement that specifies fees: the fees actually paid to Clasp under that order during the twelve (12) months preceding the event giving rise to liability.
These caps are not cumulative across matters or periods and apply regardless of the theory of liability (contract, tort, strict liability, or otherwise).
11.4 Carve‑Outs and Savings
Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or to the extent such exclusion or limitation is prohibited by law (including liability for death or personal injury caused by negligence). Some states do not allow the exclusions or limitations above; those provisions apply only to the extent permitted in your state. For clarity, nothing in this Section limits your payment obligations, responsibility for unauthorized use of the Services under your account, or your obligations under Section 12 (Indemnification).
11.5 Third‑Party Services and Networks
To the extent permitted by law, Clasp is not responsible for acts or omissions of third parties, , data aggregators, loan servicers, schools, card networks, the ACH Network, telecommunications providers, hosting providers, or other vendors or recipients, and Clasp’s liability, if any, is subject to the caps and exclusions above.
11.6 Allocation of Risk
The limitations and disclaimers in this Section allocate the risk between you and Clasp and are an essential basis of the bargain between the parties.
11.7 Limitation Period
To the fullest extent permitted by law, any claim arising out of or relating to the Services or these Terms must be filed within one (1) year after the claim accrued; otherwise, the claim is permanently barred. This limitation does not apply where prohibited by law.
11.8 Scope of Limits
To the extent Clasp has any defense or indemnity obligations under these Terms or otherwise, such obligations—and any related costs—are subject to the exclusions and caps in this Section 11 to the maximum extent permitted by law.
12. Indemnification
12.1 Release and Indemnity by You
To the fullest extent permitted by law, you agree to release, defend, indemnify, and hold harmless Clasp and its affiliates, and their respective directors, officers, employees, and agents (collectively, the “Indemnitees”) from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and costs), and rights, claims, or actions of any kind, for injury (including death) or property damage, arising out of or relating to: (a) your use of or access to the Services; (b) Your Data or User Content and any other content, data, or materials you provide or authorize us to access; (c) your access to or connection with the Services; (d) your violation of these Terms or of any law (including the NACHA Operating Rules and OFAC or other sanctions laws); (e) your violation of any rights of another; or (f) any taxes, penalties, or interest assessed in connection with your contributions, benefits, or payments. This release and indemnity will not apply to the extent a claim arises from an Indemnitee’s gross negligence or willful misconduct, or to the extent prohibited by law. Nothing in this Section waives any non‑waivable rights you may have.
State‑Specific Savings; Waivers. New Jersey: If you are a resident of New Jersey, this Section is intended to be only as broad and inclusive as permitted under New Jersey law. If any portion is held invalid under New Jersey law, the invalidity of such portion shall not affect the validity of the remaining portions. California: If you are a California resident, to the maximum extent permitted by law, you waive California Civil Code §1542, which provides: “A general release does not extend to claims that the creditor 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.” Residents of other jurisdictions waive any comparable statute or doctrine, to the extent permitted by applicable law.
12.2 Procedures
For any claim subject to your indemnification under Section 12.1, the indemnified party must promptly notify the indemnifying party in writing (provided that a delay in notice relieves the indemnifying party only to the extent materially prejudiced), tender control of the defense and settlement to the indemnifying party, and reasonably cooperate (at the indemnifying party’s expense). The indemnifying party may not settle a claim without the indemnified party’s prior written consent if the settlement (a) imposes any admission of liability or non‑monetary obligations on the indemnified party, or (b) fails to unconditionally release the indemnified party. The indemnified party may retain its own counsel at its own expense.
13. Changes, Suspension, and Termination
13.1 Changes to the Services
We may modify, discontinue, or replace any part of the Services at any time (including features, functionality, or third‑party integrations). For changes that materially reduce core functionality you use, we will provide reasonable advance notice where practicable (e.g., email or in‑product). We may also implement changes required by law, network rules, or third‑party providers . If you are an organization with a paid order or agreement that addresses change management or service levels, those terms govern to the extent of any conflict. Beta/preview features may be changed or discontinued at any time (see Section 10.5).
13.2 Changes to These Terms (Notice of Material Changes)
As described in Section 1.2, we may update these Terms from time to time. For material changes, we will provide reasonable advance notice and the updated Terms will identify an effective date. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Services before the changes take effect. For organizations with a paid order or MSA that restricts unilateral changes, the order/MSA controls.
13.3 Suspension or Limitation
We may suspend, limit, or disable your access to some or all of the Services (and/or the ability to initiate transfers) immediately with or without notice if we reasonably believe: (a) you violated these Terms (including Acceptable Use), NACHA rules, or law (including OFAC or other sanctions laws); (b) there is fraud, security risk, or suspicious activity; (c) information you provided is inaccurate, incomplete, or unverifiable (including failure to complete KYC or provide requested documents); (d) your use creates risk for us, or others; (e) required by law, court order, bank/network rules, or at a provider’s request; (f) your account is inactive for an extended period; or (g) for organizations, you fail to pay undisputed fees when due under an applicable order. We may place transaction limits, holds, or additional verification in connection with a suspension or limitation.
13.4 Termination by You
You may close your account at any time via in‑product settings or by contacting support. . You must cancel scheduled or recurring payments before closing; closure may be delayed for pending transfers, investigations, or amounts owed.
13.5 Termination by Us
We may terminate your access to the Services, in whole or in part, for any reason permitted by law, including any reason listed in Section 13.3. Where feasible, we will provide notice; however, we may terminate immediately if necessary to protect the Services, users, or third parties, or to comply with law. For organizations with a paid order, any refunds or credits (if applicable) will be handled under the order; otherwise, because individuals typically pay no fees to Clasp for the consumer features, there is nothing to refund.
13.6 Effect of Termination; Data and Transfers
Upon termination: (a) your license to use the Services ends; (b) scheduled transfers may be canceled; transfers already in process may proceed or be reversed per Section 5 and provider rules; (c) you remain responsible for amounts due (including negative balances, return fees, or reimbursement obligations) and for obligations that by their nature survive termination; and (d) we will retain records as required by law and our policies. You may request copies of certain records we maintain as permitted by law; some data visible in‑product may no longer be accessible after closure.
13.7 Survival
The following provisions survive termination: Sections 2 (Definitions), 5 (to the extent of accrued obligations), 7 (E‑SIGN, as to prior Communications), 8 (as applicable), 9 (IP and AUP), 10 (Disclaimers), 11 (Warranties and Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), 15 (Compliance Matters), 16 (Miscellaneous), and Annexes to the extent they address rights or obligations that have accrued.
14. Dispute Resolution
14.1 Informal Resolution
Before filing any claim, you and Clasp will attempt to resolve the dispute informally. Send a written Dispute Notice describing the claim and requested relief to legal@clasp.com and Clasp Group, Inc., Attn: Legal, PO Box 961750, Boston, MA 02196. We will send notices to the email and mailing address on your account. If not resolved within 30 days after receipt, either party may proceed under the Arbitration Agreement below or, if eligible, small‑claims court.
14.2 Arbitration Agreement
You and Clasp agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (“Dispute”) will be resolved by binding arbitration on an individual basis, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (if you are an individual using the Services primarily for personal, family, or household purposes) or its Commercial Arbitration Rules (if you use the Services on behalf of an organization). The Federal Arbitration Act (FAA) governs this Section. Hearings may be held by video conference or, if in‑person, in the county of your residence (for individuals) or Boston, Massachusetts (for organizations), unless the parties agree otherwise. Fees and costs: (i) for consumer Disputes where the amount sought is $25,000 or less, upon your request Clasp will pay all AAA filing, administrative, and arbitrator fees, unless the arbitrator determines your claim is frivolous under Fed. R. Civ. P. 11; (ii) for other consumer Disputes, if the arbitrator finds your costs would be prohibitive, Clasp will pay AAA filing and administrative fees beyond the first $200, unless the claim is frivolous; and (iii) each party bears its own attorneys’ fees and costs unless a statute or these Terms expressly authorize an award to the prevailing party. The arbitrator has exclusive authority to resolve Disputes (including arbitrability) and may award any individualized relief available in court. Either party may seek temporary or preliminary injunctive relief in court to protect confidential information, IP rights, or the security/integrity of the Services while arbitration is pending; doing so does not waive arbitration. Confidentiality: The arbitration proceedings, filings, and award will be confidential to the fullest extent permitted by law and AAA rules, except as needed to enforce an award or comply with law or a regulator’s request. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing legal@clasp.com and mailing notice to Clasp, Inc., Attn: Arbitration Opt‑Out, PO Box 961750, Boston, MA 02196 from the email on your account, stating you opt out of arbitration. Future changes: If we make future changes to this arbitration agreement (other than a change to our contact information), you may reject the change by sending us written notice within 30 days of the change; rejecting a change will not affect your agreement to arbitrate Disputes that arose before the change, and the version of this arbitration agreement immediately before the change will continue to apply to Disputes that arise after your rejection. Nothing in this paragraph reduces any fee-allocation protections you have under the AAA Consumer Rules; our commitments are in addition to those rules.
14.3 Class Waiver & Small‑Claims
No class, collective, consolidated, representative, or private‑attorney‑general actions are permitted; jury trial is waived. Disputes will be resolved only on an individual basis. Either party may bring an individual claim in small‑claims court in the county of your residence (for individuals) or Suffolk County, Massachusetts (for organizations), if within that court’s jurisdiction. If a court determines applicable law precludes enforcement of the class‑action waiver for a particular claim (e.g., a request for public injunctive relief), that claim (and only that claim) may proceed in court, while the remaining claims proceed in arbitration. To the extent a waiver of representative claims is not enforceable under applicable law (e.g., certain claims under California’s PAGA), those representative claims may proceed in court while individual claims proceed in arbitration.
14.4 Governing Law & Venue; Severability; Survival
Except to the extent preempted by the FAA, these Terms and any Dispute are governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts‑of‑laws principles. For any court proceeding permitted by this Section, the parties consent to exclusive jurisdiction and venue in the state and federal courts in Boston, Massachusetts. If any part of this Section 14 is unenforceable, the remainder will be enforced to the maximum extent permitted. This Section 14 survives termination of these Terms.
15. Compliance Matters
15.1 Economic Sanctions & Export Controls (OFAC/EAR)
You agree not to use the Services in violation of U.S. economic sanctions or export control laws, including regulations administered by the U.S. Department of the Treasury’s OFAC and the U.S. Department of Commerce’s Export Administration Regulations (EAR). Without limiting the foregoing, you represent and warrant that you: (a) are not located in, ordinarily resident in, or organized under the laws of any embargoed or comprehensively sanctioned country or region; (b) are not a person that appears on, or 50% or more owned (directly or indirectly) by one or more persons on, any U.S. restricted party list (including the SDN List); and (c) will not export, re‑export, or transfer any software, technology, or technical data obtained from the Services in violation of the EAR or other applicable laws. You also agree not to use the Services in connection with prohibited end‑uses under U.S. export laws (including nuclear, missile, or chemical/biological weapons proliferation) or to engage in any deemed export of controlled technology in violation of the EAR. We may screen, block, or refuse transactions or access to comply with these obligations and may report suspicious activity to government authorities where permitted by law.
15.2 AML/KYC; Lawful Use
You agree to cooperate with our requests for information and documentation needed for know‑your‑customer (KYC), anti‑money‑laundering (AML), and sanctions diligence (see Sections 3 and 5). To help the U.S. government fight the funding of terrorism and money laundering, we obtain, verify, and record information that identifies each person who opens an account. You authorize Clasp to share your information with our payment service providersfor KYC/AML/sanctions screening, ongoing monitoring, and regulatory reporting, and you consent to periodic rescreening. For entity users, you consent to beneficial‑ownership and control‑person verification consistent with applicable FinCEN customer due‑diligence requirements. You will promptly update information upon any change. You will not use the Services to evade sanctions, launder funds, finance terrorism, or engage in any illegal transaction. We may refuse, suspend, or reverse a payment instruction, or limit access to features, if we believe it is necessary for compliance or risk management, or if required by law or by a bank/network/provider.
15.3 Anti‑Corruption
You will comply with anti‑corruption and anti‑bribery laws applicable to your use of the Services, including the U.S. Foreign Corrupt Practices Act (FCPA) and, where applicable, the UK Bribery Act. You will not offer, promise, authorize, or provide anything of value to any person, including any Government Official, to improperly obtain or retain business or any improper advantage in connection with the Services. Facilitation payments are prohibited. You will maintain accurate books and records relating to use of the Services.
15.4 Geographic & Use Restrictions
The Services are intended for use within the United States and may be restricted in whole or in part where prohibited by law. You agree not to mask your location (e.g., via VPN, proxy, or similar means) to circumvent geographic or sanctions‑based restrictions. We may geo‑block or otherwise restrict access based on location, risk, or provider requirements. You are responsible for ensuring that your use is lawful in every jurisdiction where you access the Services.
15.5 Network/Provider Rules
You agree to comply with applicable network and provider rules, including the NACHA Operating Rules, bank/processor requirements, and policies that apply to the payment services. Organizations agree to maintain ACH return and unauthorized entry rates within NACHA thresholds and to cooperate in any remedial actions if thresholds are exceeded. We may update our implementation to reflect changes in those rules and requirements; your continued use of payment features constitutes acceptance of such updates.
15.6 Cooperation; Reviews; Records
You agree to promptly provide information or documents we reasonably request to verify compliance with these Terms (including Sections 5 and 9). For organizations, Clasp may conduct a limited compliance review (remotely and during normal business hours, on reasonable advance notice) focused on confirming adherence to Acceptable Use and payment‑related obligations; we will protect your confidential information and minimize disruption. You will retain records required by law and by your internal policies.
15.7 Legal Process & Government Requests
We may respond to subpoenas, court orders, regulatory inquiries, or other legal process by producing information we maintain, placing holds on transfers, or taking other actions we deem necessary to comply with law. Where not prohibited and where feasible, we will provide you with notice of such requests before producing information. Nothing in these Terms requires us to deny lawful requests from government authorities.
16. Miscellaneous
16.1 Assignment & Transfer
You may not assign, delegate, or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without Clasp’s prior written consent, and any attempted assignment in violation of the foregoing is void. Clasp may assign or transfer these Terms (in whole or in part) without consent, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.
16.2 Notices & Electronic Delivery
You agree to receive electronic notices as described in Section 7 (E‑SIGN). Legal notices to Clasp must be sent to legal@clasp.com with a copy to Clasp Group, Inc., Attn: Legal, PO Box 961750, Boston, MA 02196. We may provide notices to you by posting within the Services or by emailing the address associated with your account. Notices are deemed received when sent or made available.
16.3 Relationship & Publicity
The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, or fiduciary relationship. No agency is created except the limited agency expressly described in Section 6.4. Unless you notify us in writing to opt out, Clasp may include your name and logo (for organizations) in lists of customers and in brief descriptions of your use of the Services, consistent with your published brand guidelines; we will not use your name or logo in a manner that suggests endorsement.
16.4 General Terms
(a) Entire Agreement; Order of Precedence. These Terms (including any Annexes and policies incorporated by reference) are the entire agreement between you and Clasp regarding the Services and supersede all prior or contemporaneous agreements on the same subject. If you (or your organization) enter into a separate written agreement with Clasp (e.g., an order form or MSA) that expressly addresses the same subject matter, any conflict will be resolved by the following order: (1) the signed order/MSA (if it expressly states it supersedes these Terms); then (2) Annexes or feature‑specific terms; then (3) these Terms. (b) Force Majeure. Neither party will be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, epidemic/pandemic, labor disputes, utility or telecommunications failures, internet or hosting outages, bank or network outages, DDoS or other attacks, governmental actions, or changes in laws or regulations. Payment obligations that have already accrued are not excused. (c) Waiver. A party’s failure to enforce any provision is not a waiver of its right to do so later; any waiver must be in writing and signed by the waiving party. (d) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in full force and effect. (e) U.S. Government Restricted Rights. The Services constitute “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202; use by or for the U.S. Government is restricted as provided therein. (f) Interpretation. Headings are for convenience only. “Including” means “including without limitation.” References to laws include their amendments, successors, and implementing regulations; “days” means calendar days and “business days” means U.S. business days. (g) No Third‑Party Beneficiaries. There are no third‑party beneficiaries to these Terms, except as expressly stated herein.
17. State-Specific Disclosures (if applicable)
17.1 California Users – Consumer Rights Notice
Under California Civil Code §1789.3, California users are entitled to the following consumer rights notice: If you have a complaint, you may contact Clasp at support@clasp.com or Clasp Group, Inc., Attn: Consumer Complaints, PO Box 961750, Boston, MA 02196. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N‑112, Sacramento, CA 95834, or by telephone at (800) 952‑5210 or (916) 445‑1254.
17.2 California Automatic Renewal (if you purchase subscriptions)
If you enroll in any auto‑renewing paid feature or subscription offered through the Services, we will present the automatic renewal terms clearly before purchase, obtain your affirmative consent, provide an acknowledgment that includes the terms, cancellation policy, and how to cancel, and send renewal reminders where required by law (e.g., for annual plans). You can cancel auto‑renewing features online at any time through your account settings or by contacting support, effective at the end of the then‑current term, consistent with California’s Automatic Renewal Law (Cal. Bus. & Prof. Code §17600 et seq.) and similar state laws.
17.3 State Privacy Rights
Residents of certain states (e.g., California, Colorado, Connecticut, Virginia, and Utah) may have additional privacy rights. Those rights, and how to exercise them, are described in our Privacy Policy, which is incorporated by reference into these Terms.
17.4 New Jersey Residents
The disclaimers of warranties, limitations of liability, and indemnity in these Terms do not apply to the extent prohibited by New Jersey law. See Section 12 (Indemnification) and 11 (Warranties and Limitation of Liability) for details.
18. Contact Information and Regulatory Disclosures
18.1 Company & Support
Clasp, Inc. Mailing address: PO Box 961750, Boston, MA 02196
kEmail (support): support@clasp.com
Email (privacy requests): privacy@clasp.com
Email (security issues): security@clasp.com
We generally respond during U.S. business days. For urgent account or payment issues, please contact support@clasp.com.
18.2. Reserved.
18.3 Electronic Fund Transfers & Errors (Reg E)
For consumer electronic fund transfers, your rights and responsibilities (including error‑resolution and liability for unauthorized transfers) are described in Annex A (Reg E Disclosure). If you believe an error or unauthorized transfer has occurred, contact us as soon as possible at support@clasp.com or by mail at the address above and follow the steps in Annex A. To preserve certain rights under federal law, please notify us within 60 days after we first made the relevant statement or history available. If there is any inconsistency, Annex A controls.
18.4 Legal Notices & Dispute Resolution
See Section 16.2 for legal notice requirements and Section 14 for dispute notices/opt‑outs.
18.5 DMCA Agent
See Section 9.4 for DMCA notice instructions and agent details.
18.6 Privacy Requests
For requests to access, correct, or delete personal information, or to exercise state privacy rights, email privacy@clasp.com or follow the instructions in our Privacy Policy.
18.7 Accessibility
If you have difficulty accessing the Services or these Terms, please contact accessibility@clasp.com so we can provide the information in an accessible format and address accessibility concerns.