Legal
Terms of Service
Last Updated: October 13, 2026
1. Introduction and Acceptance
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Arch Ridgeline Technologies Limited, a company incorporated in Ireland ("Cleared," "Company," "we," "us," or "our") governing your access to and use of the Cleared protocol, application, website, APIs, smart contracts, and all related services (collectively, the "Services").
BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.
If you do not agree to these Terms, you must not access or use the Services.
If you are using the Services on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to that entity.
2. Description of Services
2.1 Protocol Overview
Cleared provides blockchain-based invoicing infrastructure that enables businesses to:
- Create and manage invoices represented as non-fungible tokens (NFTs) on supported blockchain networks
- Receive payments in supported stablecoins (e.g., USDC)
- Track invoice status and payment history on-chain
2.2 Self-Custody Architecture
YOU ACKNOWLEDGE AND AGREE THAT CLEARED IS NON-CUSTODIAL SOFTWARE.
- All funds are held in self-custodial Safe smart contract wallets controlled exclusively by you
- Cleared has NO ability to access, move, freeze, seize, or recover your funds
- Your wallet is controlled by your embedded wallet credentials, which use multi-party computation (MPC) technology provided by third-party infrastructure (Privy)
- No single party (including Cleared, Privy, or any third party) holds your complete private key
- Payments are processed by smart contracts deployed on public blockchain networks. The InvoiceRegistry uses an upgradeable UUPS proxy with access-controlled upgrades
- On-chain payments are not subject to card-style chargebacks. Confirmation and finality depend on the blockchain network
2.3 Protocol Fees
The Cleared protocol charges a fee on settled invoices as specified in the smart contract. Current fee structure: 0.5% of invoice amount, capped at 50 USDC per invoice. Fees are deducted atomically at settlement and are non-refundable.
3. Eligibility and Account Registration
3.1 Eligibility
To use the Services, you must:
- Be at least 18 years of age (or the age of legal majority in your jurisdiction)
- Have the legal capacity to enter into binding contracts
- Not be prohibited from using the Services under applicable law
- Not be located in, or a resident of, any jurisdiction where use of the Services would be illegal or prohibited
3.2 Business Users
If you are using the Services for business purposes, you additionally represent and warrant that:
- Your business is duly organized and validly existing under applicable law
- You have all necessary authorizations to use the Services and bind your organization
- Your use of the Services complies with all applicable laws, regulations, and your organizational policies
3.3 Prohibited Jurisdictions
The Services are not available to users in jurisdictions where cryptocurrency transactions are prohibited or where we are legally prohibited from offering services. You are solely responsible for ensuring your use of the Services complies with local laws.
4. User Responsibilities and Compliance
4.1 Your Compliance Obligations
YOU ARE SOLELY RESPONSIBLE FOR:
- Legal Compliance: Ensuring your use of the Services complies with all applicable laws, regulations, and industry standards, including tax laws, AML regulations, KYC requirements, sanctions laws, and financial services regulations
- Tax Obligations: Reporting and paying all taxes arising from your use of the Services
- Regulatory Licensing: Obtaining any licenses, permits, or registrations required for your business activities
- Customer Compliance: Any compliance obligations related to your customers, vendors, or counterparties
- Record Keeping: Maintaining adequate records for tax, accounting, and regulatory purposes
4.2 Prohibited Activities
You agree NOT to use the Services to:
- Violate any applicable law, regulation, or third-party rights
- Engage in money laundering, terrorist financing, or sanctions evasion
- Process payments for illegal goods or services
- Defraud or deceive any person or entity
- Circumvent any security measures or access controls
- Interfere with the proper functioning of the Services or underlying infrastructure
- Reverse engineer, decompile, or disassemble any aspect of the Services
- Use automated means to access the Services except through our published APIs
4.3 No Cleared Compliance Services
CLEARED DOES NOT PROVIDE COMPLIANCE SERVICES.
We do not:
- Verify the identity of users or their customers (KYC)
- Monitor transactions for suspicious activity (AML)
- Screen against sanctions lists
- Provide tax advice or reporting
- Ensure regulatory compliance on your behalf
The absence of such services from Cleared does not relieve you of your independent compliance obligations.
5. Intellectual Property
5.1 Cleared IP
The Services, including all software, designs, trademarks, and documentation, are owned by Cleared or its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for their intended purpose.
5.2 Open Source Components
Certain components of the Cleared protocol are open source and subject to their respective open source licenses (Apache-2.0 for smart contracts). Your use of such components is governed by those licenses.
5.3 Your Content
You retain ownership of any content, data, or information you submit through the Services ("User Content"). By using the Services, you grant Cleared a worldwide, royalty-free license to use, store, and process User Content solely to provide the Services.
6. Disclaimers and Assumption of Risk
6.1 AS-IS Provision
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
To the fullest extent permitted by law, Cleared disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
6.2 Blockchain and Smart Contract Risks
YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:
| Risk Type | Description |
|---|---|
| Smart Contract Risk | Smart contracts may contain bugs, vulnerabilities, or errors that could result in loss of funds. The InvoiceRegistry is upgradeable, and changes to its implementation introduce additional risks. |
| Blockchain Risk | Transactions on blockchain networks are irreversible. Cleared cannot reverse, cancel, or modify any transaction once submitted. |
| Network Risk | Blockchain networks may experience congestion, forks, attacks, or other disruptions. |
| Wallet Risk | Loss of wallet credentials or recovery phrases will result in permanent loss of access to your funds. Cleared cannot recover lost credentials. |
| Stablecoin Risk | Stablecoins may lose their peg, become illiquid, or be subject to regulatory action. |
| Regulatory Risk | Cryptocurrency regulations are evolving and may change in ways that affect your ability to use the Services. |
| Third-Party Risk | The Services integrate with third-party infrastructure (Privy, Safe, blockchain networks) that Cleared does not control. |
6.3 No Financial Advice
Cleared does not provide financial, investment, tax, or legal advice. Any information provided through the Services is for informational purposes only.
6.4 No Guarantee of Availability
We do not guarantee that the Services will be available at all times or in all locations. We may modify, suspend, or discontinue the Services at any time without notice.
7. Limitation of Liability
7.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEARED SHALL NOT BE LIABLE FOR:
- Any indirect, incidental, special, consequential, punitive, or exemplary damages
- Loss of profits, revenue, data, use, goodwill, or other intangible losses
- Damages arising from smart contract vulnerabilities, bugs, or exploits
- Damages arising from blockchain network failures, forks, or attacks
- Damages arising from loss of wallet credentials or private keys
- Damages arising from regulatory actions affecting the Services
7.2 Liability Cap
To the extent any liability cannot be excluded, Cleared's total aggregate liability shall not exceed the greater of: (a) the amount of protocol fees you paid to Cleared in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100).
7.3 Essential Purpose
You acknowledge that these limitations of liability are an essential basis of the bargain between you and Cleared and that Cleared would not provide the Services without these limitations.
8. Indemnification
8.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless Cleared, its affiliates, and their respective directors, officers, employees, agents, partners, licensors, and service providers from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Your use of or access to the Services
- Your violation of these Terms
- Your violation of any applicable law, regulation, or third-party rights
- Your User Content or business activities conducted through the Services
- Your failure to comply with applicable tax, AML, KYC, sanctions, or other regulatory requirements
- Any dispute between you and your customers, vendors, or counterparties
- Any smart contract interaction initiated by you or on your behalf
8.2 Survival
Your indemnification obligations shall survive the termination of these Terms and your use of the Services.
9. Dispute Resolution
9.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law principles.
9.2 Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration. The arbitration shall be conducted in Dublin, Ireland, before a single arbitrator. The language of the arbitration shall be English. The arbitrator's decision shall be final and binding.
9.3 Exceptions
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or prevent irreparable harm.
10. General Provisions
10.1 Entire Agreement
These Terms, together with any policies or agreements incorporated by reference, constitute the entire agreement between you and Cleared regarding the Services.
10.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.3 Waiver
Cleared's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
10.4 Assignment
You may not assign or transfer these Terms without Cleared's prior written consent. Cleared may assign these Terms without restriction.
10.5 Modifications
We reserve the right to modify these Terms at any time. Material changes will be communicated through the Services or via email. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms.
10.6 Force Majeure
Cleared shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, blockchain network failures, or internet outages.
10.7 Notices
Notices to Cleared should be sent to: [email protected]. Notices to you will be sent to the email address associated with your account.
11. Contact Information
For questions about these Terms, please contact:
Acknowledgment
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CLEARED.