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Your Acceptance
The Finli User Terms of Service is a legal agreement (this “Agreement”) between you (“User” “you” or “your”) and Finli, Inc. (“Finli,” “we,” “our” or “us”). As used in this Agreement, the “Service(s)” refers to Finli’s Payment Services (defined below) and any other services, as well as our website, any software, programs, mobile applications, data, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Finli, directly or indirectly. This Agreement incorporates by reference all policies, including but not limited to Finli’s Privacy Policy, notices, and other content that appear on our website at www.finli.com and mobile apps (collectively, the “Platform”).
PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.
By clicking “I agree”, accessing, or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend this Agreement or the Privacy Policy and may notify you when we do so. If you do not agree to this Agreement or the Privacy Policy please stop using the Services immediately and do not access or use our Platform.
The Services
Finli may provide software, tools, and services for Users to collect payments from others, engage in financial transactions, and in addition may offer reporting tools (collectively, the “Services”). Finli’s Services including any Payment Services (defined below) are constantly evolving and may change from time to time without notice to you. Finli may cease, modify, change, or suspend any Services including Payment Services, any Service features, at any time in our sole and absolute discretion. New features offered will also be subject to this Agreement.
User Information and Accounts
Users may be required to register with Finli prior to accessing the Platform or using any Services. To register, a User must provide us with information, as required in order to create an account (“Account”). You are required to provide, maintain, and update truthful, accurate, and up-to-date information for any Account. We reserve the right to verify your credentials and to deny or revoke any Accounts at our discretion. We may also request additional information, such as your business’ EIN during account creation. You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them. When you register for an Account, you may be asked for financial information, or information we use to identify you, your representatives, principals, beneficial owners, and other individuals associated with your Account. Users are solely responsible and liable for any activities or actions taken under their password and Account, whether or not you have authorized such activities or actions. Finli shall not be liable for any loss or damage arising from the failure of any User to keep his or her password or account secure. Throughout the term of this Agreement, we may share information about your Account with our third party contractors in order for you to use the Payment Services, monitor transactions and other activity, and conduct risk management and compliance reviews. We may review and may conduct further intermittent reviews of your Account information to determine that you are eligible to use the Payment Services. You authorize us and our affiliates to obtain from third parties financial information as we deem necessary. You agree to notify Finli immediately of any unauthorized use of your account or any other breach of security. If you are registering on behalf of a legal entity, you represent and warrant that you are authorized by the legal entity to create an Account on its behalf and you represent and warrant that you are authorized by the legal entity to incur financial obligations and enter into legally binding agreements on its behalf.
As a business User, you may invite additional persons to act on behalf of your business account (each, an “Permitted User”) User shall be solely responsible for monitoring all Permitted Users and User shall be solely liable for all acts and omissions of any of its Permitted Users, whether User has authorized such acts or omissions, including all damages and/or losses. Any act or omission by any Permitted User, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. Permitted Users are granted the right to access and use the Services on your behalf. You may impose certain controls or limits on your Permitted User’s access to the Services as permitted by the Services. You are solely responsible for managing your Permitted Users including removing or terminating access in a prompt manner. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services.
Finli may enable some Users such as accountants to utilize the Services on behalf of multiple business clients (“Clients”). Where you enroll to use the Services on behalf of multiple Clients, you represent, warrant and covenant that you have the express authority from each Client to use the Services on Clients behalf and that you may use Client linked payment and receipt methods. At our request you agree to provide written proof of such authority. Where you use the Services for multiple Clients, you remain fully responsible for any and all activities associated with each Client’s payment methods.
Use of Platform Without an Account
You may be able to access portions of the Platform or make payments without creating an Account (“Unregistered User”). As an Unregistered user you agree that while using the Platform you shall provide truthful, accurate, and up to date information. You shall not attempt to circumvent or access any portions of the Platform that may require you to create an Account (until you register and create an Account) and you will be subject to and be bound by all terms of this Agreement. We reserve the right to limit, change, or deny access to the Platform to any Unregistered User and we may do so at our discretion.
Access and Ownership
After registering, where required, we shall grant Users access to the Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for Finli. Where Finli offers a mobile application, you may download software to access our Platform and we grant you a limited, fully revocable, non-exclusive license to download one copy of our mobile application to access the Platform onto each of your electronic device(s). If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access or license to use our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct. User agrees that the structure, organization, and code of the Platform along with all software components and related services are proprietary to Finli and/or Finli’s licensors. Finli and/or its licensors retain exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform.
User Privacy
We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Use of the Platform
When using our Platform, User is responsible for its use of the Platform. You agree to the following:
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Finli reserves the right to suspend or terminate any account at any time without notice or explanation.
User Content
User’s ability to submit or transmit any information through the Platform, including but not limited to data, written content, images, text, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. We take no responsibility for any User Content submitted to the Platform and make no endorsements related to any User Content whether express or implied. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.
When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.
When you submit any User Content to us, you grant Finli, its partners, affiliates, Users, representatives and assigns a non-exclusive, unlimited, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for any purpose deemed by us. Additionally, you grant to Finli a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you. Where any User Content is submitted we shall store such User Content in a secure and confidential manner that is compliant with our internal storage policies.
Platform Availability
Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available. Only Users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
Modification of Platform
We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of our Platform. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.
Intellectual Property
The name “Finli”, the Finli Platform along with the design of the Finli Platform, and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein (“Marks”), are owned by or licensed to Finli, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Finli reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of anything contained within the Platform unless we have given express written permission.
Idea Submission
We value your feedback and where applicable you may submit ideas, content, artwork, suggestions, or other works (“Submissions”) to Finli. Where you submit any Submission, you agree that: (1) your Submissions and their contents will automatically become the property of Finli, without any compensation to you; (2) where such a grant in sub-section (1) is not possible, your Submission shall be subject to the User Content license grant as stated within this Agreement ; (3) Finli may use or redistribute the Submissions and their contents for any purpose and in any way; (4) there is no obligation for Finli to review the Submission; and (5) there is no obligation to keep any Submissions confidential. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Finli’s products might seem similar to ideas you submitted to Finli.
Disclaimer
WE PROVIDE THE SERVICES, THE PLATFORM, AND FINLI INTELLECTUAL PROPERTY “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY FINLI OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES –WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM FINLI TO YOU. FINLI DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT FINLI WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH USE, ACCESS, OR DOWNLOAD OF THE SERVICES. YOU UNDERSTAND THAT FINLI MAKES NO GUARANTEES TO YOU REGARDING ANY SERVICES. FINLI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE FINLI PLATFORM AND/OR ANY SERVICES. FINLI DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE PLATFORM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FINLI MAKES NO WARRANTIES REGARDING THIRD PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINLI, ITS PROCESSORS, SUPPLIERS, LICENSORS, PAYMENT NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE OR PLATFORM. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF FINLI, NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, MANAGERS, LICENSORS, AFFILIATES, BUSINESS PARTNERS, SUPPLIERS, OR VENDORS, ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, THIS AGREEMENT, OR YOUR USE OF THE PLATFORM EXCEED $1000.00 USD OR THE FEES PAID TO FINLI BY YOU IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FINLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Release
If you have a dispute arising from, related to, or connected with your use of the Services, or the information, content, documents materials or products made available through the Services, you hereby release Finli and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns from all claims, demands, causes of action, liabilities, legal fees and costs, and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Indemnity
You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of this Agreement or any associated Finli policies, including without limitation any violation of our policies; (b) your wrongful or improper use of the Service; (c) any transaction you partake in using the Payment Services; (d) any liability we incur that results from your use of the Payment Services, (e) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (f) your violation of applicable Laws (defined below); and (g) any Permitted User or other party’s access and/or use of the Service with your unique username, password or other appropriate security code. Finli reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
Copyrights
We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:
You must sign this notification and send it to our Copyright Agent: Copyright Agent of Finli, support@finli.com or at the address listed for notices as stated within this Agreement.
Counter Notice
In the event that you receive a notification from Finli stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.
Choice of Law
This Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.
Disputes
ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST FINLI. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) (“AAA”) according to this provision and the applicable arbitration rules. If you are a business your Dispute shall be subject to the AAA Commercial Rules and if you are an individual your Dispute shall be subject to the AAA Consumer Rules. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. The Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), fully applies. Arbitration hearings will be held in Los Angeles, California or any other location that is mutually agreed upon by you and Finli. You or Finli may elect to have the arbitration conducted by telephone, video conference, or based solely on written submissions, which election shall be binding on you and Finli subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone or video conference by you or by Finli, unless the arbitrator requires otherwise.
A single arbitrator will be mutually selected by Finli and you, and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If you and Finli cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon you and Finli. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Finli may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of Los Angeles, California, for any monetary amounts that you owe to Finli (each, an “Action”). You hereby waive any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Finli in such courts.
You and Finli agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the FAA shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. YOU FURTHER ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOU AND FINLI ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
The arbitration provisions shall not apply to (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (including but not limited to imminent danger or commission of a crime, hacking, or cyber-attack).
Severability
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with Finli are deemed to conflict with each other’s operation, Finli shall have the sole right to elect which provision remains in force.
Non-Waiver
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
Assignment and Survival
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Disclaimers, User Content, Choice of Law, Indemnification, Access, all End User obligations, and Arbitration sections.
Termination
We may terminate your access to the Platform or this Agreement if we determine the following: (1) you have violated any applicable laws while using our Platform; (2) you have violated any portion of this Agreement or any of our Platform policies; or (3) where we believe your current or future actions may legally harm Finli, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
You may terminate this Agreement by closing your Account at any time upon thirty (30) days’ notice to us. Closing your Account does not relieve you from any obligations you may have to us or a third party pursuant to this Agreement including any obligations related to payments or Payment Services.
Entire Agreement
This Agreement along with the Privacy Policy and any other supporting agreements provided by Finli constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our Platform this Agreement shall supersede and control.
Amendments
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
Force Majeure
Finli will not be liable or responsible for any delays in service, for failing to provide its services or to operate the platform or provide the Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war or acts of God.
Electronic Communications
The communications between you and Finli use electronic means, whether you visit the Platform or send Finli e-mails, or whether Finli posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Finli in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Finli provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Export Controls
The Platform and the underlying information and technology may not be accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.
Payment Services
“Payment Services” are Services offered by Finli which may allow users the ability to create invoices, make payments for such invoices, and receive payments for issued invoices. For access to and use of the Services, Finli and its Third Party Service Providers (defined below) may charge you a fee (the “Payment Fee”). Payment Fees are stated on the Platform and if you have any questions regarding any Payment Fees please contact us. Third Party Service Providers may assist us with providing some of the Payment Services offered. “Third Party Service Provider(s)” means without limitation any provider services including banking and payment services, its affiliate, or other third party that assists us in providing the Services including any Payment Services to you, that supports our internal operations, or provides services related to or connected with our Services. You agree to abide by all Third Party Service Provider rules and instructions from such providers when utilizing the Payment Services. In order to use the Payment Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, and (iii) use the Services on behalf of a United States-domiciled business entity or freelancer.
Linking Payment Accounts
Once you have created an Account, you may link your Payment Account. “Payment Account” means the various payment methods including deposit accounts you link to the Payment Services to send or receive payments. We use our Third Party Service Providers to gather your Payment Account information and data. By using the Services, you grant Finli and our Third Party Service Providers the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by our Third Party Service Providers in accordance with their privacy policies. Your payment methods and preferences may be saved within your Account for easier future access. Where you add a Payment Account, we may verify such Payment Account using our verification methods such as micro-deposits or other verification mechanisms. When linking a Payment Account you represent and warrant that:
Fund Ownership
Through Finli’s banking partners Finli may use a master banking account to instruct such banking partner to disburse funds to a user receiving payments through the Payment Services. When using the Payment Services, you grant Finli the right to instruct our banking partner on the use of any funds transmitted or received by you, including to receive funds from you and to then send funds to another user based on your instructions. Please be aware that our Third Party Service Providers transfer all funds for the benefit of Finli’s customers upon Finli’s instructions.
Obligations When Using Payment Services
You must use the Payment Services in a lawful manner, and must obey all laws, rules, and regulations including but not limited to U.S. federal and state laws (“Laws”) applicable to your use of the Payment Services, and in compliance in all respects with any additional rules of our Third Party Service Providers including payment processors or banks that are utilized by us to provide the Payment Services. Prior to using the Payment Services you shall verify all information of the other user you wish to send or receive payments from and you shall have a valid and currently existing contractual business relationship with such other user and you will only use the Payment Services for legitimate transactions. You may not use the Payment Services to enable any person (including you) to benefit from any activities Finli has identified as a prohibited business or activity (collectively, “Prohibited Businesses”), which include any services for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Please review the list of Prohibited Businesses thoroughly before registering for and opening an Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact us.
Invoice Payment
You may use the Payment Services to create invoices through the Payment Services to request payment from other users or from payors that have not registered with Finli. When creating and sending an invoice you are solely responsible for verifying that all information on such invoice is correct and accurate and Finli will have no liability to you for any delayed or unpaid invoices.
In order to make a payment for an invoice please open the invoice received. You must promptly review and are solely responsible for ensuring that all information as stated within an invoice including, without limitation, all account information, is complete, accurate, and up to date. After reviewing the invoice you may make Payment by following the instructions as set forth.
If a payment, including a request for a Change (defined below), received by Finli purports to have been transmitted or authorized by you, it will be deemed effective as your Payment and you will be obligated to pay us the amount of such Payment, including all associated Payment Fees, even where not authorized by you, provided we accepted the instruction in good faith. If an instruction received by us was transmitted or authorized by you, you will be obligated to pay the amount of the Payment whether or not that Payment was erroneous in any respect. The Payment will be scheduled to be initiated on a date selected by you (“Payment Date”). When using a debit or ACH, a Payment or Payment Date that is outside of normal business hours or on a banking holiday, your Payment will be deemed submitted on the next business day. You may make changes to a Payment that is scheduled but you cannot amend, reverse, stop, or cancel (a “Change”) a Payment after it has been submitted and is being processed. In certain circumstances, we may be able to take measures to make a Change to a Payment on your request, but we will not be liable to you if the Payment cannot be Changed. Although Finli will reasonably cooperate with valid requests for a Payment Change, Finli may not have the ability to reverse authorized transactions or otherwise recover authorized Payments and Finli is not obligated to provide a refund of any associated Payment Fees. We may Change, delay, or reject a Payment in accordance with our risk and compliance policies. We reserve the right to change the procedures for transactions from time to time as we deem reasonable or necessary to provide the Payment Services to you or to conform to changes in NACHA Operating Rules, Guidelines, and Bylaws, Third Party Service Provider requirements, or other events beyond our control that affect the manner in which the Payment Services are provided to you. You are responsible for payment in full of all payments made using the Payment Services and will ensure that the balance in the Payment Account is at all times sufficient to make each such payment.
Recurring Invoice Payments
Issuing a Recurring Invoice
The Payment Services may allow you to select the recurring invoice payment feature to allow for automatic recurring payments. Where you issue an invoice for recurring payments you are solely liable for compliance with all Laws related to recurring or automatic payments. You agree to indemnify Finli for your use of any recurring invoice features offered.
Paying a Recurring Invoice
Where you receive a recurring invoice you may pay such invoice on a recurring and automatic basis if you opt in to the Autopay feature. WHERE YOU OPT IN, FINLI MAY CHARGE YOU AUTOMATICALLY AND ON A RECURRING BASIS, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR AUTOMATIC PAYMENT VIA YOUR ACCOUNT DASHBOARD. ADDITIONALLY, YOU AUTHORIZE US TO DEBIT YOUR ACCOUNT ON A RECURRING BASIS AND AGREE THAT SUCH DEBITS SHALL AUTOMATICALLY CONTINUE UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE AND DEBIT YOUR SELECTED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS UNTIL YOU CANCEL.
You may cancel your recurring invoice payment through Autopay by toggling off recurring payments which is found within your account and located within such issued recurring invoice.
Finli’s Role in Providing Payment Services
Finli is a third party independent contractor and Finli is not affiliated with any users except as an independent contractor to provide the Payment Services. Nothing in this Agreement creates an agreement between you, Finli, and another user. Any agreements entered into between you and another user are solely between the parties and Finli is not a party and is not obligated to any such agreement. YOU HOLD FINLI FREE FROM RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF YOUR USE OF THE PAYMENT SERVICES OR YOUR INTERACTIONS WITH A ANOTHER USER, THROUGH AN AGREEMENT OR OTHERWISE. FINLI IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY OTHER USER , AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY OTHER USER INCLUDING BUT NOT LIMITED TO PAYMENT TERMS, THE PROPER AND TIMELY DELIVERY OF GOODS OR SERVICES, AND ANY ASSOCIATED DISPUTES WHICH MAY ARISE. You further acknowledge that your use of Payment Services does not alter or affect any payment terms issued by a user including but not limited to deadlines, payment plans, late fees, and refunds. Finli nor its affiliates endorses, recommends, or bears any responsibility or liability for any products, services or statements presented by users sending invoices. By using the Payment Services, you agree that the goods or services provided by such user issuing an invoice in exchange for the payment have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided. Although Finli offers the Payment Services, Finli is not a “money transmitter” as defined under 31 CFR 103.11(uu)(5) or any other Laws and you will not shall not use Finli or any Payment Services offered by Finli as a “money transmitter”.
ACH
YOU EXPLICITLY AUTHORIZE FINLI TO AUTOMATICALLY DEBIT YOUR LINKED PAYMENT ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS AGREEMENT. You authorize Finli, Third Party Service Providers, and their assigns to collect amounts owed under this Agreement by debiting funds from your Payment Accounts which may include banks or credit unions using the Automated Clearinghouse (ACH) network governed by the rules established by the National Automated Clearinghouse Association (“NACHA”). These debits are bound by NACHA rules for business-related ACH debits. Finli or its Third Party Service Providers may debit your Payment Account for all amounts owed to another user, us, or such Third Party Service Provider under this Agreement. If Finli, the applicable Third Party Service Provider or such applicable assign cannot or does not collect these amounts via ACH, you agree to immediately pay all amounts owed as directed. You also authorize Finli, Third Party Service Providers, or their assigns to debit your Payment Account immediately, on any date, and without additional notice where the total aggregate balance of your Payment Account is less than any invoice issued using the Payment Services . To withdraw your ACH authorization please contact us. Your withdrawal of ACH authorization does not terminate this Agreement or any amounts that you may owe us. Your account may be terminated or suspended, if you withdraw your ACH debit authorization. Please be aware that NACHA Operating Rules, Guidelines, and Bylaws apply to your use of the Payment Services when using ACH.
Payment Methods
Finli may accept additional payment methods, when using such payment methods you agree to all Third Party Service Provider rules and agreements regarding such payment methods including:
Limited Agent
You hereby appoint Finli to act as your designated agent for purposes of this Agreement. Among other things, and to the extent not already authorized by the Terms of Service, you hereby expressly authorize and acknowledge that Finli will (i) perform the Services to support the Payment Services; (ii) maintain records of your funds used within the Payment Services and all amounts paid or received; (iii) direct Third Party Service Providers to transfer funds from your Payment Account to another user’s account; (iv) make individual payment information available to other users during your use of the Payment Services; (vii) disclose such relevant payment information to the Bank; and (viii) take any other action that Finli or a Third Party Service Provider deems necessary or desirable to provide the Payment Services. You hereby authorize the Third Party Service Providers (including any banking institutions) to follow the instructions of Finli (whether electronic, written or oral) and you agree that the Third Party Service Providers may completely rely on such instructions without further investigation or authorization from you.
Restricted Activities
In connection with your use of the Payment Services, you agree that you will not:
In the event Finli, in its sole discretion, believes you may have engaged in any of the above restricted activities, we may take various actions to protect Finli, Third Party Service Providers, other users, and/or third parties, including without limitation, notifying the Third Party Service Provider, other users, third parties and law enforcement of your actions, instructing the Third Party Service Providers to withhold the distribution of funds to or from your Payment Account, and/or refusing to provide Payment Services to you now or in the future.
Finli’s Obligation
Finli’s duties under this Agreement are limited to: (i) providing the Services in the manner offered by Finli; (ii) acting as your agent as described in this Agreement; and (iii) interacting with and instructing Third Party Service Providers, as described in this Agreement. Finli will not receive, hold, own or transmit any Payment funds whatsoever and will not provide any banking services. No provision of this Agreement should be read or interpreted to authorize or require Finli to perform any action that would cause to be subject to, or in violation of, any Laws including any United States’ federal, state or local laws or regulations applicable to money transmitters, banks or other financial institutions or financial service providers. Neither Finli nor any Third Party Service Providers have responsibility nor will have liability for any consequences resulting from your interactions or contracts with any other users using the Services (including the Payment Services), including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of Payment Services does not alter or affect any user payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Finli does not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by any users using the Payment Services.
Verification
You authorize Finli or a Third Party Service Provider, directly or through third parties, to make any inquiries they consider necessary to validate your identity. This may include asking you for further information, including requiring you to provide a taxpayer identification number and other information that will allow them to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial accounts, ordering a credit report, and verifying your information against third-party databases or through other sources. Finli reserves the right to close, suspend or limit access to the Payment Services in the event Finli or a Third Party Service Provider is unable to obtain or verify this information.
Additional Responsibilities and Limitations
You shall be responsible for the following when using the Payment Services: (a) reviewing and evaluating any request for payment or any invoice information; (b) addressing any concerns regarding an invoice or payment; (c) requesting and verifying any additional information required from other users; and (d) ensuring that your use of the Payment Services complies with all Laws, including, without limitation, any tax collection, withholding or reporting obligations. Where any tax information is required by Finli, you agree to provide such tax information in a timely manner and agree to cooperate with Finli’s requests in verifying any tax compliance as deemed necessary by Finli.
Additional Disclaimer, Limitation of Liability, and Indemnity
THE PAYMENT SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. FINLI AND EACH THIRD PARTY SERVICE PROVIDER SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. Finli makes no guarantees regarding continuous, uninterrupted or secure access to the Payment Services. Finli will make reasonable efforts to ensure that requests for electronic transactions are processed in a timely manner but makes no representations or warranties regarding the amount of time needed to complete processing because the Payment Services are dependent upon many factors outside of Finli’s control, such as delays in the banking system. Neither Finli nor any other Third Party Service Provider makes any representations or guarantees regarding any users using the Payment Services. Use of our Payment Services in no way represents any endorsement by Finli, of any user’s existence, legitimacy, ability, policies, practices, or ability to pay.
Finli shall not be liable to you for any action or inaction by a third party that results in failure to perform under this Agreement or suspension, termination, restriction or other delay in Finli’s performance under this Agreement. IN NO EVENT SHALL FINLI, OR THEIR PARENT COMPANIES, AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PAYMENT SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND ANY LIABILITY OF SUCH PERSONS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.
You agree to indemnify and defend Finli, our respective affiliates, and each of Finli’s, affiliates’ employees, contractors, vendors and service providers, from and against any losses, liabilities, damages, claims, costs or expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Finli or any of the other indemnitees specified above by any third party in connection with: (a) any payments made by you using the Payment Services; or (b) any claims made by another user against you when using the Payment Services.
Account Holds
From time to time, Finli may place a hold (“Hold”) on an Account including suspending your ability to use the Payment Services. Some of the reasons that we may place a Hold on an Account include but are not limited to the following: (i) if we have reason to believe that your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (ii) at the request of another user of the Services or if you have an ongoing dispute with another user or Finli; (iii) if your Account has remained inactive for some period of time; (iv) failure to pay Subscription Fees or (v) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under any Laws that Finli is subject to. If you have questions about a Hold we have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend your access to all Services while a Hold is in place.
Platform Issues and Notices
Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at support@finli.com or the address below.
Where any notices are required to be delivered, your address for such notices is your billing address, with an email copy to the email address you have provided to Finli. Finli’s address for such notices is:
Finli, Inc.
2929 Huntington Drive
San Marino, CA 91108
Email: support@finli.com
California Users
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Finli must be sent to our agent for notice as set forth above.
Lastly, California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
