Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", "your") and Claak Inc., a Delaware corporation ("Claak", "we", "us", "our"). By accessing or using the Claak platform at claak.io ("Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization.

If you do not agree to these Terms, you must not access or use the Platform.

2. Description of Service

Claak is a software platform that enables companies to process payroll and contractor payments using cryptocurrency on public blockchain networks. The Platform provides:

• Employee payroll processing with automated tax withholding and W-2 generation
• Contractor invoice management and payment with 1099-NEC generation
• Zero-knowledge privacy for on-chain payment amounts using Railgun technology
• Cross-chain payment routing across Ethereum, Arbitrum, Polygon, Base, and other supported networks
• Sanctions screening and compliance monitoring on all transactions
• Self-custody wallet integration — users maintain control of their own funds and private keys

3. Non-Custodial Architecture

Claak operates on a non-custodial model. This means:

4. Eligibility

To use the Platform, 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 located in, or a resident of, any OFAC-sanctioned jurisdiction (see Section 9)
• Not appear on any applicable sanctions list, including the OFAC SDN list
• If using the Platform on behalf of a company: be a duly authorized representative of a legally registered entity

5. Account Registration and Security

You are responsible for maintaining the security of your account credentials, wallet private keys, and any connected authentication methods. Claak uses Privy for authentication and does not store passwords directly.

You agree to:

• Provide accurate and complete information during registration and keep it current
• Not share your account access with unauthorized individuals
• Notify Claak immediately of any unauthorized access to your account
• Not create multiple accounts to circumvent restrictions or abuse the Platform

Claak is not liable for any losses arising from unauthorized access to your account or wallet due to your failure to maintain adequate security.

6. User Responsibilities

7. Fees and Payment

Claak charges service fees for payment processing. All applicable fees are disclosed in the Platform before each transaction is initiated. By confirming a transaction, you agree to pay the disclosed fees.

In addition to Claak's service fees, transactions may incur:

• Blockchain network fees (gas): fees paid to blockchain validators for processing transactions
• Privacy protocol fees: the Railgun protocol charges a 0.25% fee on shield and unshield operations
• Bridge fees: cross-chain transactions incur bridge protocol fees and potential slippage

These third-party fees are not controlled by Claak and may vary based on network conditions. Estimated costs are provided before confirmation, but actual costs may differ.

8. Compliance and Transaction Screening

All transactions processed through the Platform are subject to automated compliance screening:

• OFAC SDN screening: recipient wallet addresses are checked against the US Treasury Office of Foreign Assets Control Specially Designated Nationals list, updated daily.
• On-chain taint analysis: wallet addresses are evaluated for exposure to sanctioned or illicit funds using proprietary graph analysis across multiple blockchain networks.

Claak employs a fail-closed architecture: if the screening system encounters an error or is unavailable, transactions are blocked by default. Claak reserves the right to block, delay, freeze, or refuse any transaction that triggers a compliance flag, and to report suspicious activity to relevant authorities as required by applicable law.

You agree to cooperate with any compliance inquiries and provide additional information if requested. Failure to cooperate may result in account suspension or termination.

9. Prohibited Jurisdictions

The Platform is not available to individuals or entities located in, incorporated in, or residents of jurisdictions subject to comprehensive US sanctions, including:

This list may be updated as sanctions programs change. It is your responsibility to ensure that your use of the Platform complies with all applicable sanctions laws in your jurisdiction.

10. Privacy and Data

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal data.

While Claak provides on-chain privacy through zero-knowledge proofs, we maintain internal records of all transactions for compliance, audit, and tax reporting purposes. On-chain privacy protects your data from public blockchain observers — it does not limit Claak's internal recordkeeping obligations.

11. Intellectual Property

The Platform, including its design, code, features, documentation, and branding, is the intellectual property of Claak Inc. and is protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Platform in accordance with these Terms.

You may not copy, modify, distribute, reverse engineer, decompile, or create derivative works based on the Platform without prior written consent from Claak.

12. Disclaimers and Limitation of Liability

Without limiting the foregoing, Claak does not warrant that:

• The Platform will be uninterrupted, error-free, or free of harmful components
• Blockchain transactions will be confirmed within any specific timeframe
• Bridge protocols or cross-chain transactions will complete successfully
• Token prices will remain stable during payment processing
• Zero-knowledge proofs or privacy features will function without interruption
• Third-party services (Railgun, LI.FI, Across, Privy, Alchemy) will remain available

13. Indemnification

You agree to indemnify, defend, and hold harmless Claak, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of or related to: (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of any applicable law or regulation, or (d) your violation of any third-party rights.

14. Termination

We may suspend or terminate your access to the Platform at any time, with or without notice, if we reasonably believe that: (a) you have violated these Terms, (b) you pose a compliance risk, (c) your account has been compromised, or (d) continued access would violate applicable law.

Upon termination, any pending payments that have been funded will be processed to completion or returned to the sender. You may request an export of your transaction data, subject to our data retention obligations.

15. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Platform shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. The arbitrator's decision shall be final and binding.

You agree that any dispute resolution proceedings will be conducted on an individual basis and not as a class action, class arbitration, or representative action.

16. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions.

17. Changes to Terms

We may modify these Terms at any time by posting the revised version on the Platform with an updated effective date. For material changes, we will provide at least 30 days' notice to registered users via email. Your continued use of the Platform after the effective date of revised Terms constitutes your acceptance of the changes.

18. Severability

If any provision of these Terms is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.