Payer Terms and Conditions
License Grant & Restrictions. Finli Inc. hereby grants the Payer a non-exclusive, non-transferable, worldwide right to use the Service, specifically to pay and/or view invoices issued by the Invoicer and accessed through the Service, and to view and access payment and invoice history. All rights not expressly granted to Payer are reserved by Finli Inc. and its licensors.

The Payer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of the Service, or (c) copy any features, functions or graphics of the Service. User passwords cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
The Payer may not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.

The Payer may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or for competitive purposes.

Privacy & Security; Disclosure
Finli Inc.’s privacy and security policies may be viewed at finli.com/privacy-policy. Finli Inc. reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. Protected Health Information (as defined in 45 C.F.R 160.103) is not allowed to be maintained in Finli systems. Finli Inc. will maintain compliance with current required Payment Card Industry (PCI) standards and, Cardholder Information Security standards enforceable by the Invoicer.

Payer’s Responsibilities
Payer is responsible for all activity occurring under Payer’s User accounts and shall abide by all applicable local, state, and national laws, treaties and regulations in connection with Payer’s use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Payer shall: (i) notify Finli Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Finli Inc. and immediately stop any copying or distribution of Content that is known or suspected by Payer or Payer’s Users; and (iii) not impersonate another Finli Inc. user or provide false identity information to gain access to or use the Service. Notice can be made by email at support@finli.com.

Account Information and Data
Finli Inc. does not own any data, information or material that Payer submits to the Service in the course of using the Service (“Customer Data”). Payer, not Finli Inc., shall have sole responsibility for the accuracy and intellectual property ownership or right to use of all Customer Data, and, to the extent permitted by applicable law, Finli Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Customer Data by Finli Inc., the Payer or otherwise. In the event these Terms and Conditions are terminated, upon request within 60 days thereafter, Finli Inc. will make available to Payer a file of the Customer Data.

Intellectual Property Ownership
Finli Inc. alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Finli Inc. Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, integration components and application programming interfaces, recommendations or other information provided by Payer or any other party relating to the Service. In the event any such intellectual property rights in the Finli Inc. Technology the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed inventions owned by Finli Inc., Payer hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Finli Inc.. These Terms and Conditions are not a sale and does not convey to Payer any rights of ownership in or related to the Service, the Finli Inc. Technology or the Intellectual Property Rights owned by Finli Inc.. The Finli Inc. name, the Finli Inc. logo, and the product names associated with the Service are trademarks of Finli Inc. or third parties, and no right or license is granted to use them.

E-mail Notifications
The Payer hereby consents to receiving e-mail notifications as a reminder that payments are due or to be paid with respect to a Invoicer’s invoice or charges. Such e-mail notifications will include a link to the Service. Payer can opt out of such e-mail notifications by following instructions contained on the notification. Until Payer opts out of such e-mail notifications, such notifications will continue. Certain notifications are required and cannot be turned off such as notification of an upcoming auto-payment.

Consent to SMS Messages
You consent to receive short message service (“SMS”) messages (including text messages) from us, our agents, representatives, affiliates with service-related information. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. Finli and our agents, representatives, and affiliates may use SMS messaging even if you will incur costs to receive such SMS messages. Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.

Termination for Cause
Any breach of Payer’s obligations under these Terms and Conditions or unauthorized use of the Finli Inc. Technology or Service will be deemed a material breach of the Terms and Conditions. Finli Inc., in its sole discretion, may terminate Payer’s password, account or use of the Service if Payer breach or otherwise fail to comply with these Terms and Conditions. In addition, Finli Inc. may terminate a free account at any time in its sole discretion, including without limitation any violation of these Terms and Conditions. Payer agrees and acknowledges that Finli Inc. has no obligation to retain the Customer Data, and may delete such Customer Data, if Payer has materially breached the Terms and Conditions, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

Representations & Warranties
Payer represents and warrants that it has the legal power and authority to enter into the Terms and Conditions. Payer represents and warrants that Payer has not falsely identified itself nor provided any false information to gain access to the Service and that Payer’s billing information is correct.

Convenience Fees are Non-Refundable. Indemnification
Any convenience fees paid by Payer are non-refundable once processed. Payer shall indemnify and hold Finli Inc., Invoicer and each of their licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) Electronic Check (EFT)/ACH reject fees assessed from Payer’s transactions, and chargebacks; (ii) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (iii) a claim, which if true, would constitute a violation by Payer of Payer’s representations and warranties or the breach by Payer or Payer’s Users of these Terms and Conditions; or (iv) a claim arising from Payer’s use of the Service.

Disclaimer of Warranties
EXCEPT AS PROVIDED IN THIS AGREEMENT, FINLI INC. AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES. FINLI INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET PAYER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR (D) THAT THE SERVICE WIL RUN ERROR-FREE OR DEFECTS FREE OR THAT ANY SUHC ERRORS OR DEFECTS WILL BE CORRECTED. THE SERVICE AND ALL CONTENT IS PROVIDED TO PAYER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY FINLI INC. AND ITS LICENSORS. FINLI INC.’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FINLI INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability
IN NO EVENT SHALL FINLI INC.’S AGGREGATE LIABILITY EXCEED $5,000. IN NO EVENT SHALL FINLI INC. AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Payer.

Notice
Finli Inc. may give notice by means of a general notice on the Service, electronic mail to Payer’s e-mail address on record in Finli Inc.’s account information, or by written communication sent by first class mail or pre-paid post to Payer’s address on record in Finli Inc.’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Payer may give notice to Finli Inc. (such notice shall be deemed given when received by Finli Inc.) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Finli Inc. at the following address: Finli Inc., Inc., 35 Braintree Hill Office Park Suite 100, Braintree, MA 02184 in either case, addressed to the attention of Client Services.

Modification to Terms
Finli Inc. reserves the right to modify these Terms and Conditions or its policies relating to the Service at any time, effective upon posting of an updated version of the Terms and Conditions at www.finli.com. Payer is responsible for regularly reviewing these Terms and Conditions. Continued use of the Service after any such changes shall constitute Payer’s consent to such changes.

Autopay Terms
If Payer enters their payment information to be saved by Finli, Inc., Payer hereby authorizes autopayments. Autopayments are an automatic deduction for charges issued by an approved Invoicer from Payer bank or card account as listed in Payer online billing account.

By adding Payer payment information or approving an Invoicer, Payer authorize Finli to pull funds from the saved account whenever an invoice is due by this business. The frequency of the recurring charge may vary, depending upon the goods and services provided by Invoicer. Payer’s online account will always reflect the current amount due and retain payment history for up to 24 months.
Payer will be notified of payments that are made by emailed and/or text message payment confirmations. Payer will be provided an invoice with charges to be auto-paid at least five (5) days prior to any amount being auto-paid from Payer account. During that period, Payer will have the right to cancel the payment and may do so by reaching out to Finli at support@finli.com. In addition to receiving the invoice by email, Payer will receive a 2-day notice before the due date and a receipt of each payment. Each payment will show up on Payer credit/debit card or bank statement.

The Payer understands that this authorization will remain in effect until Payer has canceled it and that any cancellation or changes to Autopayments are the Payer’s responsibility.

Payments will be debited from Payer account on the due date or after. If the above noted due dates fall on a weekend or holiday, Payer understands that the payments may be executed on the next business day. For ACH debits to my checking/savings account, Payer understand that because these are electronic transactions, these funds may be withdrawn from my account as soon as the above noted transaction due dates. Payments may be made up to 30 days after the due date if a payment method is updated after the due date as an additional attempt due to an issue with the first payment such as an NSF, Credit Card Decline, or other delaying factor.

In the case of an ACH transaction being rejected for Non-Sufficient Funds (NSF) Payer understands that the we may at our discretion attempt to process the charge again within 30 days, and Payer agrees to an additional $35 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment.

Payer acknowledges that the origination of ACH transactions to the Payer’s account must comply with the provisions of U.S. law. Payer certifies that they are an authorized user of this credit card/bank account and will not dispute these scheduled transactions with their bank or credit card company; so long as the transactions correspond to the terms indicated in these terms. We may revoke the Payer’s ability to pay via Finli at any time.

Paperless Terms
Payer is electing to receive an electronic record of their bill (Paperless Option) and upon selecting the Paperless Option, consents to the receipt of confirmation of Payer’s authorization and any notices required for any payment in electronic form. When Payer selects to receive an electronic record of their bill, Payer agrees to be automatically enrolled in and consent to paperless billing which can be set to text message or email. Payer may elect to receive paper statements directly from the Invoicer in which case Finli, Inc. does not hold responsibility for the accuracy of those statements.

These terms and conditions and any authorization for AutoPay and the Paperless Option shall remain in effect until consent is withdrawn or revoked by Payer (as provided in these Terms and Conditions), by Invoicer, by Finli Inc. or by the financial institution owning the bank account or the credit card issuer provided by the payer.

Payer may use the Finli App to:
Update Payer’s contact information,
Update or remove Payer’s payment information,
Print a paper copy of an electronic record, and
Review Payer’s payment history.

General
These Terms and Conditions shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. These Terms and Conditions may not be assigned by Payer without the prior written approval of Finli Inc.. No text or information set forth on any invoice, email, preprinted form or document shall add to or vary the Terms and Conditions. If any provision of the Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Payer and Finli Inc. as a result of this agreement or use of the Service. The failure of Finli Inc. to enforce any right or provision in these Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Finli Inc. in writing. These Terms and Conditions, comprises the entire agreement between Payer and Finli Inc. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Definitions
As used in these Terms and Conditions:
“Terms and Conditions” means these terms and conditions, whether agreed to electronically, in writing or submitted online and any materials available on the Finli Inc. website specifically incorporated by reference herein, as such materials, including the terms of these Terms and Conditions, may be modified by Finli Inc. from time to time in its sole discretion;

“Invoicer” means the party who issues an invoice to the Payer which is to be paid through the Service.

“Content” means the audio and visual information, documents, software, products and services contained or made available to Payer in the course of using the Service;

“Customer Data” means name, address and contact information of Customers and associated credit card numbers and bank account numbers, excluding any data that Finli Inc. acquired other than from the Invoicer or Customers;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives, integration components and application programming interfaces thereof, and forms of protection of a similar nature anywhere in the world;

“Finli Inc.” means collectively Finli Inc., Inc., a Delaware corporation;
“Finli Inc. Technology” means all of Finli Inc.’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Payer by Finli Inc. in providing the Service
“Payer” means the customer, person or organization that is the receiver of product, services or invoices on behalf of customer, of the Invoicer, which Invoicer has subscribed to the Service in order to present invoices and receive payment from such customer and is the party to these Terms and Conditions.

“Service(s)” means the specific edition of Finli Inc.’s billing and payment service, or other corporate services developed, operated, and/or maintained by Finli Inc., accessible via finli.com, the Finli mobile app, or another designated web site or IP address, or ancillary online or offline products and services provided to Payer by Finli Inc., to which Payer are being granted access under these Terms and Conditions, including the Finli Inc. Technology and the Content.
“User(s)” means Payer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Invoicer or Finli Inc..

Questions or Additional Information:
If Payer has questions regarding these Terms and Conditions or wishes to obtain additional information, please send an e-mail to support@finli.com.