Effective January 7, 2021.
This user agreement is a contract between you as an individual Consumer or B2B Consumer of Clusivi’s payment plans and Clusivi, LLC that governs your use of your Clusivi account and the Clusivi services. Clusivi services involve an on-line platform enabling consumers (“Consumer”,”Consumers”, “Consumer” or “Consumers”) to layaway funds for future cosmetic medical or dental services, spa services, and related products, IT services, construction/renovation services, education services, wedding services, rental & leasing services, and other services, delivered by service providers – dental and medical practices (“Merchants” or “Merchants”) – who purvey such services and products.
Clusivi’s platform also enables service providers (“B2BConsumer”,”B2BConsumers”) to layaway funds for future IT services, construction/renovation services, education services, wedding services, rental & leasing services, and other services, delivered by Merchants –– who purvey such services and products. This agreement applies to U.S. Clusivi accounts only.
This agreement applies to U.S. Clusivi accounts only. For an individual to open a U.S. Clusivi account and use the Clusivi services, you must be a resident of the United States or one of its territories and at least 18 years old, or the age of majority in your state of residence. For a Business to open a U.S. B2B Consumer account and use the Clusivi services to pay for services provided by Merchants, the Business must be organized and operating in the United States or one of its territories.
By opening and using a Clusivi account, you agree to comply with all of the terms and conditions in this user agreement, so please read all of the terms and conditions carefully. The terms include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with the following additional policies and each of the other agreements on our website that apply to you:
Please read carefully all of the terms of these policies and each of the other agreements that apply to you. We may amend this user agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If we change the user agreement in a way that reduces your rights or increases your responsibilities, we will provide you with 30 days’ prior notice by posting notice on our website.
You may open your Clusivi account before or after selecting a Merchant to conduct your desired service. Both you and your selected Merchant must have accounts on the Clusivi platform to utilize this service.
If you have not yet selected a Merchant for your desired service(s), you may explore Merchants who are already accepting payment from the Clusivi platform and who may offer the service(s) you desire. Or, when you select your Merchant and find that his/her practice is not yet on the Clusivi platform, you may request they create a Merchant account in order to complete the desired service(s) and transaction(s).
Once you and Merchant have agreed upon the service to be done and the price you will be charged by the Merchant, and both you and Merchant have established accounts on Clusivi, the Merchant will create a record on Clusivi of that agreement and pricing by creating a Payment Plan for you. Your account must be funded to at least 10% (ten percent) of the agreed pricing in order for Merchant to create this record. This 10% funding level serves as a down payment to Merchant, and is non-refundable.
When your account funding has reached 85% (eighty-five percent) of the agreed price between you and Merchant, the Merchant will schedule the service with you. Clusivi will continue enabling you to reach 100% funding of the price. Clusivi will pay the Merchant under terms of a separate agreement between Clusivi and Merchant.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes you use to access your Clusivi account and the Clusivi services. You are responsible for keeping your mailing address, email address, and other contact information up-to-date in your Clusivi account profile.
When you close your Clusivi account, we will cancel any scheduled or incomplete payment plans of Consumers subscribed to you. Any subscribed Consumer in your Clusivi portfolio will be refunded the amount above 10% and up to 85% of the agreed price. Any subscribed Consumer who has funded their account to 85% or more of the agreed price, and has not received the service to which you agreed, is owed a refund from you, Merchant, for undelivered service. You must notify any subscribed consumers of your withdrawal from Clusivi. Clusivi is not liable for any costs, notifications to Consumers, nor any other responsibilities related to funded, undelivered Merchant services or products.
You will remain liable for all obligations related to your Clusivi account even after the Clusivi account is closed.
In certain cases, you may not close your Clusivi account, including:
You can link or unlink a U.S. bank account to your Clusivi account as a payment method. Please keep your payment method information current (e.g. credit card number and expiration date). If this information changes, we may update it as directed by your bank without any action on your part.
As you accumulate funds in your Clusivi account, the funds will be held in escrow. No other person or entity will have access to your funds while your balance is building toward the amount agreed as price between you and Merchant.
If at any time up the point where your funded balance is less than 85% of the agreed price, you decide to cancel your intended service, you will receive a refund of the account balance, less 10% of the agreed price, which served as your non-refundable down payment to the Merchant.
The balance functionality in your Clusivi account will differ depending on whether we have been able to verify the required identifying information that you provide to us. The required identifying information is: name, physical address, date of birth and taxpayer identification number.
Any Clusivi balance you hold represents an unsecured claim against Clusivi and, except as provided below, is not insured by the Federal Deposit Insurance Corporation (FDIC). Clusivi combines your Clusivi balance with the Clusivi balances of other Clusivi customers and invests those funds in liquid investments in accordance with state money transmitter laws. Clusivi owns the interest or other earnings on these investments. However, the claim against Clusivi represented by your Clusivi balance is not secured by these investments and you do not have any ownership interest (either legal or beneficial) in these investments. These combined balances are held in escrow, apart from Clusivi’s corporate funds, and Clusivi does not use these balances for its operating expenses or any other corporate purposes. Additionally, Clusivi will not voluntarily make these balances available to its creditors in the event of bankruptcy.
You have the right to receive an account statement showing your Clusivi account activity. You may view your Clusivi account statement by logging into your Clusivi account.
In the event you request that we send you written records related to your Clusivi account, we may charge you a fee of up to $10.00 per item requested. We will not charge you for records requested in connection with your good-faith assertion of an error in your Clusivi account.
When you use your bank account as a funding method, you are allowing Clusivi to initiate a transfer from your bank account to your Clusivi account. For these transactions, Clusivi will make electronic transfers via ACH from your bank account in the amount you specify. You authorize Clusivi to try this transfer again if the initial transfer is rejected by your bank for any reason.
In connection with your use of our websites, your Clusivi account, the Clusivi services, or in the course of your interactions with Clusivi, other Clusivi customers, or third parties, you will not:
If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect Clusivi, its customers and others at any time in our sole discretion. The actions we make take include, but are not limited to, the following:
If we close your Clusivi account or terminate your use of the Clusivi services for any reason, we’ll provide you with notice of our actions and make any unrestricted funds held in your Clusivi account available for withdrawal.
You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Clusivi or a third party caused by or arising out of your breach of this agreement, and/or your use of the Clusivi services. You agree to reimburse Clusivi or a third party for any and all such liability.
Under certain circumstances, in order to protect Clusivi and the security and integrity of the network of Merchants and Consumers that use the Clusivi services, Clusivi may take account-level or transaction-level actions. Unless otherwise noted, if we take any of the actions described here, we’ll provide you with notice of our actions, but we retain the sole discretion to take these actions. To request information in connection with an account limitation, hold or reserve, you should follow the instructions in our email notice with respect to the limitation, hold or reserve.
Our decision about holds, limitations and reserves may be based on confidential criteria that are essential to our management of risk and the protection of Clusivi, our customers and/or service Merchants. We may use proprietary fraud and risk modeling when assessing the risk associated with your Clusivi account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security services to you.
A hold is an action that Clusivi may take under certain circumstances either at the transaction level or the account level. When Clusivi places a temporary hold on a payment, the money is not available to either the sender or the recipient. Clusivi reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction. Some common situations where Clusivi will hold payments include:
We may place a hold on payments sent to your Clusivi account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your Clusivi account, or your transactions or that placing such a hold is necessary to comply with state or federal regulatory requirements. We make decisions about whether to place a payment hold based on a number of factors, including information available to us from both internal sources and third parties. When we place a hold on a payment, the funds will appear in your Clusivi account with an indication that they are unavailable or pending. We’ll notify you, either through your Clusivi account or directly by phone or email, whenever we place a hold.
Risk-based holds generally remain in place for up to 21 days from the date the payment was received into your Clusivi account. We may release the hold earlier under certain circumstances (for example, if you’ve uploaded shipment tracking information related to the transaction), but any earlier release is at our sole discretion. The hold may last longer than 21 days if the payment is challenged as a payment that should be invalidated and reversed based on a disputed transaction as discussed in the following paragraph below. In this case, we’ll hold the payment in your Clusivi account until the matter is resolved (but no longer than 180 days).
Limitations prevent you from completing certain actions with your Clusivi account, such as withdrawing, sending or receiving money. These limitations are implemented to help protect Clusivi, Merchants and Consumers when we notice restricted activities or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your Clusivi account open.
There are a number of reasons why your Clusivi account could be limited. For instance,
To remove the limitation and restore your Clusivi account, you will need to resolve any issues with the account, often by providing information to us, although there may be certain situations where there is no specific action that you can take to help remove the limitation (for example, the limitation is put in place due to policies we have to ensure we’re in compliance with laws). If you find that your Clusivi account has been limited, you should either review the email you receive from us informing you that your Clusivi account is limited, or log in to your Clusivi account for additional details about the limitation on your Clusivi account.
If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your Clusivi account, placing a reserve or limitation on your Clusivi account, or releasing your funds. We will decide, in our sole discretion, which action is required of us. Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions. We do not have an obligation to contest or appeal any court order or legal process involving you or your Clusivi account. When we implement a hold, reserve or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold, reserve or limitation may remain in place longer than 180 days.
Clusivi, in its sole discretion, reserves the right to suspend or terminate this user agreement, access to or use of its websites, software, systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf or some or all of the Clusivi services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted funds held in your Clusivi balance.
As security for the performance of your obligations under this user agreement, you grant to Clusivi a lien on, and security interest in and to, your Clusivi Consumer balances held in escrow for Clusivi.
If your Clusivi balance becomes negative for any reason, that negative Clusivi balance represents an amount that you owe to Clusivi. Clusivi may deduct these amounts from funds that are added to your Clusivi account later, either by you or from payments you receive. If you have more than one Clusivi account, we may set off a negative Clusivi balance in one Clusivi account against a Clusivi balance in your other Clusivi account(s). If you continue using your Clusivi account when it has a negative balance, you authorize Clusivi to combine the negative balance with any debit or transaction sent from your account when that combination is disclosed to you in advance of initiating the debit or transaction. If you manage your Clusivi balance in multiple currencies, and the Clusivi balance for one of the currencies becomes negative for any reason, Clusivi may set off the negative Clusivi balance by using funds you maintain in a different currency.
In addition to the above, if you have a past due amount owed to us or our affiliates, Clusivi may debit your Clusivi account to pay any amounts that are past due.
If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we’ll be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this user agreement.
If Clusivi invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that Clusivi assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in Clusivi's discretion.
Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.
In this section, we use the term “Clusivi” to refer to Clusivi, LLC. and our affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service Merchants and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.
You must indemnify Clusivi for actions related to your Clusivi account and your use of the Clusivi services. You agree to defend, indemnify and hold Clusivi harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this user agreement, your improper use of the Clusivi services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Clusivi account or access our websites, software, systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf, or any of the Clusivi services on your behalf.
Clusivi’s liability is limited with respect to your Clusivi account and your use of the Clusivi services. In no event shall Clusivi be liable for lost profits or any special, incidental, or consequential damages (including without limitation damages for loss of data, loss of business and lost wage) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf, any of the Clusivi services, or this user agreement (however arising, including negligence), unless and to the extent prohibited by law. Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, Clusivi is not liable, and you agree not to hold Clusivi responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf, or any of the Clusivi services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf and any of the Clusivi services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf or any of the Clusivi services or any website or service linked to our websites, software or any of the Clusivi services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf or any of the Clusivi services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your Clusivi account; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this user agreement or Clusivi’s policies.
The Clusivi services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. Clusivi specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Clusivi does not have any control over the products or services provided by Merchants who accept Clusivi as a payment method, and Clusivi cannot ensure that a Merchant you are dealing with will actually complete the transaction or is authorized to do so. Clusivi does not guarantee continuous, uninterrupted or secure access to any part of the Clusivi services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the Clusivi services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. Clusivi will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances are processed in a timely manner but Clusivi makes no representations or warranties regarding the amount of time needed to complete processing because the Clusivi services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
If you have a dispute with any other Clusivi account holder, you release Clusivi from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You and Clusivi agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the Agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it:
If a dispute arises between you and Clusivi, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Clusivi regarding the Clusivi services may be reported to customer service online through the Clusivi website at any time, or by calling 720 544 6320.
You may not transfer or assign any rights or obligations you have under this user agreement without Clusivi's prior written consent. Clusivi may transfer or assign this user agreement or any right or obligation under this user agreement at any time.
References in this user agreement to “Business Day(s)” mean(s) Monday through Friday, excluding holidays when Clusivi’s offices are not considered open for business in the U.S. Holidays include New Year's Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), President’s Day (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, Clusivi observes the holiday on the prior Friday. If the holiday falls on a Sunday, Clusivi observes the holiday on the following Monday.
Your Clusivi account will only be used to pay a Merchant with whom you have made an agreement for services or products. Nevertheless, be vigilant for some of these common scams:
If you do not log in to your Clusivi account for two or more years, Clusivi may close your Clusivi account and send the Clusivi balance, less 10% of any price agreed with a Merchant, to your primary address (if we have verified the required identifying information that you have provided to us) or, if required, escheat (send) your Clusivi balance to your state of residency. Clusivi will determine your state of residency based on the state listed in the primary address for your Clusivi account. If your address is unknown or registered in a foreign country, your Clusivi balance will be escheated to the State of Wyoming. Where required, Clusivi will send you a notice prior to escheating any funds in your Clusivi account. If you fail to respond to this notice, your Clusivi balance will be escheated to the applicable state. If you would like to claim any escheated Clusivi balance from the applicable state, please contact the applicable state’s unclaimed property administrator.
You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this user agreement, the laws of the State of Wyoming, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between you and Clusivi.
You authorize Clusivi, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number, your physical address and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report from a credit reporting agency, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain Clusivi services, federal law requires that Clusivi verify the required identifying information. Clusivi reserves the right to close, suspend, or limit access to your Clusivi account and/or the Clusivi services in the event we are unable to obtain or verify this information.
Our relationship with you under this user agreement is as a layaway payment service Merchant, and Clusivi is an independent contractor for all purposes. Clusivi is not your agent, bank, trustee, nor Merchant.
In addition to reporting complaints against Clusivi directly to Clusivi as described above, if you are a California resident, you may report complaints to the California Department of Business Oversight by mail at Department of Business Oversight, Attn: Consumer Services, 1515 K Street, Suite 200, Sacramento, CA 95814 or online through its website at http://www.dbo.ca.gov/Consumers/consumer_services.asp. The California Department of Business Oversight offers assistance with its complaint form by phone at 866-275-2677. If you are a California resident, you have a right to receive communications about your Clusivi account and the Clusivi services by email. To make such a request, send a letter to Clusivi to: Clusivi, LLC., Attention: Legal Department, 1515 Wynkoop St, Suite 360, Denver, CO 80202. Please include your email address, and your request for that information by email.
Florida residents may contact the Florida Department of Financial Services in writing at 200 East Gaines Street, Tallahassee, Florida, 32399, or by telephone at 1-800-342-2762.
Any translation of this user agreement is provided solely for your convenience and is not intended to modify the terms of this user agreement. In the event of a conflict between the English version of this user agreement and a version in a language other than English, the English version shall control.
Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your Clusivi account or your relationship with Clusivi. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling service providers in connection with unlawful Internet gambling.
You are independently responsible for complying with all applicable laws in all of your actions related to your use of Clusivi’s services, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy.
It is your responsibility to keep your primary email address up to date so that Clusivi can communicate with you electronically. You understand and agree that if Clusivi sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Clusivi will be deemed to have provided the Communication to you.
Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Clusivi to your email address book so you will be able to receive the Communications we send to you.
You can update your primary email address or street address at any time by logging into the Clusivi website, going to "My Account", and selecting the "Profile" tab. If your email address becomes invalid such that electronic Communications sent to you by Clusivi are returned, Clusivi may deem your Account to be inactive, and you will not be able to transact any activity using your Clusivi Account until we receive a valid, working primary email address from you.