Terms of Service

These Rivelo Merchant Terms of Service, together with any application, accepted pricing, supplemental terms, policy, and other document expressly incorporated by reference (collectively, the “Terms”), govern access to and use of the Rivelo website, merchant portal, hosted pages, applications, invoicing tools, accounts-receivable tools, integrations, communications, automation, and related technology (collectively, the “Rivelo Platform”).

These Terms are between Rivelo, LLC with an address at 3014 Avenue L, Brooklyn, New York 11210 (“Rivelo,” “we,” “us,” or “our”), and the individual, business or other legal entity that applies for, accesses, or uses the Rivelo Platform (“Merchant,” “you,” or “your”). The Rivelo Platform is offered solely for legitimate business and commercial purposes.

1.Acceptance and Authority

By clicking “I Agree,” “Accept,” “Submit,” or similar language; electronically signing or submitting an onboarding application that references these Terms; creating or activating an account after being presented with these Terms; or accessing or using the Rivelo Platform after being presented with these Terms, Merchant acknowledges that it has reviewed these Terms and agrees to be legally bound by them.

The individual accepting these Terms represents and warrants that the individual is at least eighteen years old, has authority to act for and bind Merchant, and is authorized to submit Merchant’s application and information. Rivelo may rely on that representation without further investigation.

Merchant consents to receive these Terms, Third-Party Terms, disclosures, notices, statements, records, requests, service communications, and other information electronically, including through email, text message, the Rivelo Platform, and any electronic-signature provider used in connection with onboarding or Third-Party Services. Electronic communications and signatures will have the same legal effect as paper records and handwritten signatures. Merchant is responsible for maintaining current contact information and the ability to access, download, and retain electronic records. Merchant may withdraw consent to electronic communications by notifying Rivelo, but Rivelo may restrict or terminate access because the Rivelo Platform and related services require electronic communications and records. Withdrawal does not affect the validity or enforceability of any prior electronic record, signature, acceptance, or communication.

2.Rivelo’s Role

Rivelo provides a transaction-enabled software platform for invoicing, accounts-receivable automation, payment presentation, data exchange, communications, integrations, reporting, and access to independent Third-Party Services.

The Rivelo Platform may receive, import, create, extract, parse, calculate, format, display, synchronize, enrich, route, transmit, and otherwise process invoices, customer information, transaction information, payment instructions, status information, and related data between Merchant, Merchant’s customers, connected business systems, and Third-Party Service Providers.

Rivelo may receive subscription fees, platform fees, transaction-based fees, referral fees, revenue-sharing payments, or other compensation associated with Merchant’s use of the Rivelo Platform or Third-Party Services. Rivelo’s receipt of transaction-based or Third-Party Service Provider paid compensation does not mean that Rivelo processes, settles, holds, safeguards, or transmits funds, extends credit, makes underwriting decisions, or becomes a party to the underlying transaction.

Unless Rivelo expressly agrees otherwise in a separate written agreement signed by an authorized Rivelo officer, Rivelo is not a bank, lender, creditor, broker, money transmitter, payment processor, payment facilitator, acquiring bank, sponsoring bank, card network, collection agency, or escrow provider. Rivelo does not itself hold, safeguard, receive, or transmit Merchant or customer funds; process or settle payments; extend credit; make underwriting decisions; determine financing eligibility or terms; or control funding, reserves, holds, reversals, chargebacks, or settlement.

Rivelo is not a party to the underlying sale, invoice, contract, or commercial dispute between Merchant and a customer and does not guarantee that any invoice will be delivered, opened, accepted, paid, financed, collected, processed, funded, or settled.

3.Access; No Commitment to Continue Service

Subject to these Terms and Rivelo’s continuing approval, Rivelo grants Merchant a limited, revocable, nonexclusive, nontransferable, and non-sublicensable right to access and use the Rivelo Platform solely for Merchant’s internal business purposes.

Submitting an application, accepting these Terms, receiving access credentials, or being approved for one feature does not obligate Rivelo to approve or continue Merchant’s account, provide any particular feature, maintain any payment method or integration, obtain approval from a Third-Party Service Provider, process any particular instruction, or provide access for any minimum period.

To the fullest extent permitted by law, Rivelo may reject an application, decline activation, impose conditions, limit functionality, suspend access, discontinue a feature, or terminate Merchant’s account or these Terms at any time, with or without cause and with or without prior notice.

Without limiting the foregoing, Rivelo may take immediate action if a Third-Party Service Provider rejects, suspends, restricts, or terminates Merchant or requests Rivelo to act; Merchant violates these Terms or applicable provider terms; Rivelo suspects fraud, misuse, security risk, prohibited activity, inaccurate information, unauthorized transactions, unacceptable chargeback or financial risk, or legal or regulatory concern; Merchant fails to provide requested information; or Rivelo determines continued access is not in Rivelo’s business interests.

Merchant may stop using the Rivelo Platform and request account closure at any time, subject to Merchants continued obligations to pay any amounts dues under this Agreement such as subscription plans. Closure does not affect accrued fees, pending transactions, refunds, reversals, chargebacks, data-retention rights, indemnification obligations, or any provision that by its nature survives termination. Rivelo reserves the right to refuse to process any particular transaction(s) if it reasonably believes such transactions might be fraudulent or violate any applicable laws.

4.Third-Party Services and Balance Agreement

Payment processing, ACH, card acceptance, bank transfers, financing, factoring, net terms, underwriting, funding, settlement, identity verification, fraud screening, electronic signatures, and other financial or technology services (“Third-Party Services”) may be provided by Balance or another independent third party (each, a “Third-Party Service Provider”). Third-Party Services are not provided by Rivelo.

Use of a Third-Party Service may require a separate application, verification, underwriting, approval, and acceptance of the provider’s agreements, pricing, privacy notices, policies, network rules, and other requirements (collectively, “Third-Party Terms”). Merchant’s use of any Third-Party Service is subject to the applicable Third-Party Terms.

By requesting, enabling, or using a Third-Party Service, Merchant authorizes Rivelo to present or facilitate acceptance of the applicable Third-Party Terms and to transmit Merchant information, customer information, transaction information, instructions, documents, and acceptance records to and from the applicable provider as necessary to facilitate that service.

A Third-Party Service Provider may approve, reject, condition, limit, suspend, or terminate Merchant or any service in its discretion under its own terms. Rivelo does not control and is not responsible for provider underwriting, approval, pricing, reserves, holds, funding decisions, settlement timing, transaction limits, account closure, service availability, errors, or other actions or omissions.

If these Terms conflict with applicable Third-Party Terms concerning the provider’s service, the Third-Party Terms control solely with respect to that Third-Party Service. These Terms continue to govern Merchant’s use of the Rivelo Platform and Merchant’s relationship with Rivelo.

5.Merchant Responsibilities

Merchant is solely responsible for its business, products, services, customers, invoices, prices, quantities, taxes, fees, credits, discounts, fulfillment, delivery, returns, refunds, warranties, customer support, commercial disputes, payment authorizations, recurring-payment consents, financing representations, and compliance with applicable law and Third-Party Terms.

Merchant must provide complete, current, truthful, and accurate information and promptly update material changes, including changes to ownership, control persons, business activities, contact information, banking information, financial condition, products or services, or security status.

Merchant must obtain and retain all notices, consents, authorizations, and permissions required to send invoices and communications; charge or debit a customer; initiate or facilitate card, ACH, or other payment activity; offer or present financing; share information with Rivelo and Third-Party Service Providers; and collect, use, process, store, and transmit personal information.

Merchant authorizes Rivelo and its service providers to communicate with Merchant’s customers on Merchant’s behalf regarding invoices, payment requests, reminders, payment options, financing availability, application status, receipts, refunds, transaction status, and related service communications. Merchant represents that it has provided all required notices and obtained all required consents for those communications.

Merchant must promptly and fully cooperate with Rivelo, Balance, and other applicable Third-Party Service Providers in any investigation of suspected fraud, unauthorized activity, inaccurate information, customer disputes, security incidents, prohibited transactions, payment discrepancies, or violations of law or provider requirements. Merchant must promptly provide requested invoices, customer authorizations, contracts, fulfillment records, transaction records, communications, financial information, identity documents, security information, and other supporting materials. Rivelo may restrict, suspend, or terminate access if Merchant fails to respond completely and within the time requested. Rivelo and the applicable Third-Party Service Providers will not be responsible for delays, denials, restrictions, funding issues, or other consequences caused by Merchant’s delayed, incomplete, inaccurate, or insufficient response.

6.Invoice, Customer, and Transaction Data

Merchant is solely responsible for the completeness, accuracy, validity, legality, and authorization of all information submitted to, imported into, approved in, generated through, or transmitted using the Rivelo Platform by or on behalf of Merchant. Merchant is solely responsible for selecting the correct customer, invoice, account, payment method, amount, fee allocation, refund destination, and other transaction details, and Rivelo may rely on such selections without independent verification.

This responsibility includes invoice numbers and dates; customer names and contact information; purchase-order information; descriptions of goods and services; quantities and unit prices; taxes, discounts, credits, shipping, surcharges, and fees; invoice totals and amounts due; payment terms and due dates; bank and payment information; refund and credit instructions; payment-method and fee-allocation selections; financing-request information; and information imported from accounting, ERP, CRM, banking, email, API, spreadsheet, or other connected systems.

Merchant is also responsible for information and instructions submitted in connection with Merchant’s account or invoices by Merchant’s owners, employees, contractors, accountants, agents, Authorized Users, customers, or any person to whom Merchant provides access, an invoice, a payment link, or another means of interacting with the Rivelo Platform.

Rivelo may rely on information and instructions received through Merchant’s account or workflows without independently verifying their accuracy, authenticity, completeness, commercial validity, or authority. Merchant must review and correct material information before an invoice, payment request, financing request, refund, credit, or other instruction is submitted or transmitted where the Platform provides an opportunity for review.

Rivelo does not verify the existence or validity of an underlying sale or obligation; confirm that goods or services were ordered, delivered, accepted, or correctly described; independently verify prices, quantities, taxes, fees, credits, discounts, due dates, totals, bank information, or payment instructions; or determine whether an invoice is accurate, enforceable, or commercially appropriate.

Merchant authorizes Rivelo to reformat, normalize, map, supplement, or transform data as reasonably necessary to meet Platform, integration, network, or Third-Party Service Provider specifications, provided Rivelo does not intentionally alter the underlying commercial amount or instruction except as directed or approved by Merchant. Merchant is responsible for reconciling invoices, payments, bank deposits, financing transactions, settlement reports, refunds, credits, fees, chargebacks, accounting entries, and provider records.

7.Automation, Calculations, and Errors

The Rivelo Platform may use integrations, formulas, optical character recognition, automation, artificial intelligence, machine learning, matching, mapping, or other technology to extract, calculate, categorize, transform, synchronize, route, or transmit information.

Automated or integration-based processing may produce errors, omissions, duplication, mismatches, inaccurate calculations, delayed status information, or unintended results. Merchant remains responsible for reviewing material invoice amounts, payment instructions, fee allocations, customer information, refunds, credits, financing information, and accounting entries before relying on or authorizing them where review is available.

To the maximum extent permitted by law, Rivelo is not responsible for an incorrect, duplicate, delayed, misdirected, unauthorized, excessive, insufficient, or failed payment, settlement, refund, credit, debit, financing request, or transfer resulting from inaccurate or incomplete information supplied by Merchant or a customer; information imported from a connected system; Merchant’s failure to review or correct information; an instruction submitted through Merchant’s account; incorrect bank, routing, invoice, tax, fee, or customer information; duplicate invoices; integration, synchronization, mapping, formatting, calculation, or transmission errors; provider processing or interpretation; or circumstances outside Rivelo’s reasonable control.

Merchant must promptly notify Rivelo after discovering an actual or suspected error, duplicate instruction, incorrect amount, unauthorized activity, misdirected payment, or other discrepancy. Rivelo may use commercially reasonable efforts to assist Merchant in communicating with the applicable provider, but Rivelo does not guarantee that an instruction, payment, settlement, refund, credit, or financing request can be stopped, reversed, recovered, or corrected.

Merchant is responsible for reconciling invoices, payments, bank deposits, financing transactions, settlement reports, refunds, credits, fees, chargebacks, accounting entries, and provider records. Information shown in the Rivelo Platform may be preliminary, delayed, or incomplete. The applicable provider’s official financial transaction or settlement record controls with respect to the financial transaction, subject to Merchant’s rights under the provider’s terms.

Information displayed through the Rivelo Platform concerning payment status, processing status, settlement, funding, financing availability, customer eligibility, transaction limits, estimated fees, approval status, or Third-Party Service availability is provided for informational and administrative convenience only. Such information may be preliminary, conditional, delayed, incomplete, modified, withdrawn, or superseded by the applicable Third-Party Service Provider. No information displayed through the Rivelo Platform constitutes a commitment by Rivelo or any Third-Party Service Provider to approve, process, finance, fund, settle, or complete any transaction. The applicable Third-Party Service Provider’s final decision and official records control with respect to its services.

8.Prohibited Use

Merchant may not use, and may not permit any person to use, the Rivelo Platform for unlawful, fraudulent, deceptive, abusive, unauthorized, or prohibited activity; in violation of law, network rules, ACH rules, or Third-Party Terms; for money laundering, terrorist financing, sanctions evasion, fictitious or sham invoices, nonexistent sales, unauthorized debits, card testing, account testing, disguised cash advances, transaction splitting, processing for another merchant without approval, illegal goods or services, false financing applications, or manipulation transaction data.

Merchant may not state or imply that financing is approved, guaranteed, or available on specified terms before the applicable provider approves it.

Merchant may not interfere with, overload, scrape, crawl, reverse engineer, decompile, bypass security controls, introduce harmful code, resell, sublicense, or use nonpublic Rivelo information or technology to develop a substantially similar competing service.

9.Fees and Compensation

Merchant agrees to pay all fees disclosed through its application, accepted pricing, order form, fee schedule, hosted page, transaction screen, Rivelo Platform, or other electronic disclosure.

Fees may include subscription fees, platform fees, transaction-based fees, payment-method fees, service fees, implementation fees, exception fees, return or chargeback fees, and fees imposed by Third-Party Service Providers.

Where Rivelo permits Merchant to select whether an eligible transaction fee is paid by Merchant, paid by the customer, or allocated between them, Merchant is responsible for ensuring that the fee is permitted and disclosed in compliance with applicable law, network rules, provider terms, and Rivelo requirements.

Rivelo may receive and retain all or a portion of platform, transaction, referral, revenue-share, or other compensation associated with Merchant’s use of Third-Party Services, in addition to fees separately payable to Rivelo, provided the applicable charges are disclosed as required by law and the applicable agreements.

Merchant authorizes Rivelo and its designated billing providers to charge Merchant’s designated payment method, debit Merchant’s designated business bank account, invoice Merchant, or use another lawful billing method for amounts properly owed directly to Rivelo.

Merchant shall reimburse Rivelo for documented amounts Rivelo is required to pay because of Merchant’s transactions, customers, chargebacks, refunds, reversals, prohibited activity, breach of these Terms or Third-Party Terms, or violation of law.

Merchant shall have thirty (30) days from the payment by Merchant of any fees due under these Terms to notify Rivelo of any errors in payment of fee by Merchant. If Merchant does not notify Rivelo within the thirty (30) day time period, Merchant shall be deemed to have accepted without question such fee payment and may not in the future contest the amount Merchant paid or seek reimbursement for any discrepancies. Upon receipt of notice, Rivelo shall have thirty (30) days to correct any errors,

10.Data Rights

As between Merchant and Rivelo, Merchant retains its ownership rights in information, records, documents, invoices, customer information, transaction information, communications, and other content submitted, uploaded, imported, transmitted, or otherwise made available by or on behalf of Merchant through the Rivelo Platform (“Merchant Data”), subject to the rights granted in these Terms and the rights of customers, Third-Party Service Providers, and other parties.

Merchant grants Rivelo, its affiliates, contractors, subprocessors, service providers, successors, assigns, and applicable Third-Party Service Providers a worldwide, nonexclusive, royalty-free, transferable, and sublicensable license to host, access, collect, copy, store, organize, format, normalize, map, supplement, enrich, analyze, process, transmit, display, distribute, disclose, and otherwise use Merchant Data to operate, provide, support, secure, maintain, test, improve, and develop the Rivelo Platform; facilitate invoicing, payments, financing, underwriting, onboarding, verification, electronic signatures, communications, marketing to Merchant’s customers, fraud prevention, reporting, integrations, and other requested services; transmit information and instructions among Merchant, customers, connected systems, and Third-Party Service Providers; comply with law, legal process, network rules, and provider obligations; detect and investigate fraud, misuse, errors, disputes, security incidents, and prohibited activity; enforce agreements and defend claims; and conduct Rivelo’s present and future lawful business operations consistent with applicable law and Rivelo’s Privacy Policy.

Merchant represents that it has all rights, permissions, notices, consents, authorizations, and lawful bases necessary to provide Merchant Data and permit Rivelo’s collection, processing, use, transmission, disclosure, and retention of that data as described in these Terms.

Rivelo owns the Rivelo Platform and all technical, operational, diagnostic, usage, performance, security, integration, log, telemetry, workflow, metadata, and system-generated information relating to its operation or use (“Platform Data”). Rivelo also owns all analytics, statistics, benchmarks, models, algorithms, trends, predictions, classifications, scores, recommendations, behavioral patterns, methodologies, insights, and other information created, generated, inferred, learned, or derived from Merchant Data, Platform Data, use of the Rivelo Platform, customer interactions, invoice activity, or transaction activity (“Derived Data”), provided Rivelo does not disclose Derived Data in a manner that reasonably identifies Merchant, a customer, or an individual except as permitted by these Terms, Rivelo’s Privacy Policy, applicable law, or consent.

Rivelo may aggregate or de-identify Merchant Data, Platform Data, and Derived Data so the information does not reasonably identify Merchant, a customer, or an individual. Rivelo may perpetually retain, use, reproduce, combine, analyze, modify, disclose, distribute, license, sell, commercialize, and otherwise exploit Platform Data, Derived Data, and aggregated or de-identified data for any lawful business purpose, including analytics, benchmarking, research, fraud and risk analysis, product and service development, training, testing, validating, improving, and operating artificial-intelligence and machine-learning systems, predictive analytics, reports, software, APIs, models, commercial data products, and other commercial offerings. Merchant will not acquire any ownership interest in or right to compensation from such products, services, models, analytics, or offerings solely because Merchant Data contributed to their development.

Rivelo may retain Merchant Data after suspension, closure, or termination where reasonably necessary for legal or regulatory compliance, fraud prevention, security, dispute resolution, enforcement, transaction and audit records, backups, provider obligations, defense of claims, completion or correction of pending matters, or other lawful business purposes. Merchant is responsible for maintaining its own copies of information required for business, tax, legal, accounting, customer-service, and regulatory purposes.

Rivelo may disclose, transfer, assign, license, or otherwise make available Merchant Data and Rivelo’s rights in Platform Data, Derived Data, and aggregated or de-identified data in connection with a financing, investment, merger, acquisition, restructuring, reorganization, sale of equity or assets, bankruptcy, change of control, due diligence process, or other corporate transaction. Rivelo’s rights under this Section will survive suspension, termination, merger, acquisition, sale, restructuring, financing, or change of control.

Information received from Balance or another Third-Party Service Provider remains subject to any ownership, confidentiality, privacy, use, and retention restrictions contained in the applicable provider agreement and applicable law.

11.Security, Accounts, and Integrations

Merchant is responsible for its Authorized Users, credentials, devices, networks, access permissions, and all activity occurring through Merchant’s account, except to the extent caused solely by Rivelo’s gross negligence or willful misconduct.

Merchant must promptly notify Rivelo of suspected unauthorized access, credential compromise, unauthorized transactions, data breaches, malware, or other security incidents affecting the Rivelo Platform or a connected system.

Merchant may authorize Rivelo to connect with accounting, ERP, CRM, banking, email, file-storage, and other systems. Merchant represents that it has authority to grant such access and authorizes Rivelo to import, export, synchronize, create, update, transmit, and otherwise process information through enabled integrations.

Rivelo is not responsible for errors, duplication, omissions, data loss, corruption, or unintended changes caused by a third-party integration, a provider outage, inaccurate source data, or Merchant’s configuration.

Each party shall comply with Payment Card Industry Data Security Standard obligations applicable to its role. Merchant must not place card-security codes, PIN data, magnetic-stripe data, full unencrypted card numbers, or other sensitive authentication data into fields or uploads not specifically designed and approved for that information.

12.Intellectual Property and Confidentiality

Rivelo and its licensors own all rights in the Rivelo Platform, software, APIs, interfaces, workflows, documentation, databases, algorithms, models, trademarks, trade secrets, know-how, Platform Data, and related improvements and derivative works. No rights are granted except the limited right to use the Rivelo Platform expressly stated in these Terms.

Merchant grants Rivelo a nonexclusive, royalty-free right to use Merchant’s name and marks as necessary to provide the Rivelo Platform, identify Merchant to its customers and providers, and display Merchant’s branding on invoices, hosted pages, and operational materials. Rivelo may identify Merchant by name as a customer in ordinary customer lists unless Merchant requests removal in writing. A formal case study, testimonial, or press release specifically featuring Merchant requires Merchant’s approval.

Each party must protect the other party’s nonpublic business, technical, financial, and commercial information using at least reasonable care and may use or disclose it only as permitted by these Terms, as necessary to provide or receive the services, to professional advisers and service providers under appropriate confidentiality obligations, or as required by law. Rivelo’s authorized use of Merchant Data under Section 10 does not violate this confidentiality obligation.

13.Merchant-Customer Disputes

Merchant is solely responsible for resolving all disputes with customers concerning the existence, amount, validity, accuracy, or enforceability of an invoice; the underlying goods or services; pricing, quantities, taxes, discounts, fees, credits, and payment terms; fulfillment, delivery, acceptance, returns, refunds, and warranties; overpayments, underpayments, duplicate or misdirected payments; customer authorizations; and financing statements made by Merchant.

Rivelo has no obligation to mediate, investigate, adjudicate, refund, collect, or resolve a dispute between Merchant and a customer. Rivelo may provide data or administrative assistance in its discretion without assuming responsibility for the underlying transaction or dispute.

14.Indemnification

Merchant shall indemnify, defend, and hold harmless Rivelo, its affiliates, licensors, contractors, service providers, and their respective owners, officers, directors, employees, and agents from claims, demands, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, assessments, costs, and expenses, including reasonable attorneys’ fees and any indemnification, reimbursement, loss-allocation, chargeback, penalty, or other obligation Rivelo incurs to Balance or another Third-Party Service Provider, arising out of or relating to:

• Merchant’s business, products, services, invoices, transactions, customers, fulfillment, refunds, taxes, or commercial disputes;
• Merchant’s breach of these Terms or Third-Party Terms;
• fraud, prohibited activity, negligence, willful misconduct, or violation of law, network rules, or provider requirements by Merchant or any Authorized User;
• inaccurate, incomplete, duplicate, misleading, or unauthorized invoice, customer, transaction, payment, tax, financing, bank-account, or settlement information provided, approved, or submitted by or on behalf of Merchant;
• information or instructions submitted by a customer through Merchant’s invoice, payment page, payment link, or workflow;
• Merchant’s failure to review, verify, reconcile, correct, or timely report inaccurate information or an erroneous instruction;
• overpayments, underpayments, duplicate payments, misdirected payments, incorrect refunds, credits, or other discrepancies resulting from Merchant Data or instructions submitted through Merchant’s account;
• Merchant Data or Rivelo’s authorized use or transmission of Merchant Data;
• Merchant’s failure to obtain required authorizations, notices, permissions, or consents; or
• a security incident attributable to Merchant, Merchant’s systems, or an Authorized User.

Rivelo will provide reasonably prompt notice of a covered third-party claim where practicable. Merchant may control the defense with counsel reasonably acceptable to Rivelo, but may not settle a claim in a manner that admits wrongdoing by Rivelo, imposes an obligation on Rivelo, or fails to fully release Rivelo without Rivelo’s prior written consent.

15.Disclaimers and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RIVELO PLATFORM, WEBSITE, CONTENT, AUTOMATED OUTPUTS, INTEGRATIONS, REPORTS, COMMUNICATIONS, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RIVELO DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVELO AND ITS AFFILIATES, LICENSORS, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; FAILURE OF A CUSTOMER TO PAY; DELAYED OR FAILED PROCESSING, FUNDING, OR SETTLEMENT; PROVIDER ACTIONS; OR LOSSES RESULTING FROM REJECTION, RESTRICTION, SUSPENSION, OR TERMINATION, REGARDLESS OF THE THEORY OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVELO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE RIVELO PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID DIRECTLY TO RIVELO BY MERCHANT DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) FIVE HUNDRED DOLLARS ($500). FEES PAID TO A THIRD-PARTY SERVICE PROVIDER ARE NOT FEES PAID TO RIVELO.

During the term of this Agreement, Rivelo shall use commercially reasonable efforts to make the Rivelo Platform available to Merchant in accordance with this Agreement. Merchant acknowledges that the Rivelo Platform is dependent upon computer systems, networks, internet access, telecommunications systems, processors, banks, card networks, ACH operators, digital wallet providers, buy now pay later providers, third party technology providers, and other third party services, and that the Rivelo Platform may be subject to interruptions, delays, errors, downtime, maintenance, security events, or service limitations. Rivelo shall use commercially reasonable efforts to address material interruptions in the Rivelo Platform that are within Rivelo’s reasonable control. Rivelo shall not be liable for any interruption, outage, delay, error, suspension, service limitation, transaction failure, funding delay, or other issue caused by or relating to third party providers, telecommunications systems, internet service providers, processors, financial institutions, card networks, ACH operators, buy now pay later providers, Merchant systems, customer systems, force majeure events, scheduled maintenance, emergency maintenance, fraud controls, security measures, regulatory requirements, or causes outside Rivelo’s reasonable control. Rivelo does not guarantee that the Rivelo Platform will be uninterrupted, error free, available at any particular time, compatible with all systems, or capable of processing every transaction submitted by Merchant.

Nothing in these Terms excludes liability that cannot lawfully be excluded. Any liability directly resulting from Rivelo’s gross negligence or willful misconduct remains subject to the maximum limitations permitted by applicable law.

16.Website Use

Information on Rivelo’s public website is provided for general informational purposes and may change at any time. Website content is not an offer of credit, approval for financing or payment services, a binding service commitment, legal or financial advice, or a guarantee of pricing, features, availability, or results.

No person may unlawfully use, scrape, crawl, interfere with, attack, copy, republish, misrepresent, or attempt unauthorized access to Rivelo’s website or technology. Third-party links are provided for convenience, and Rivelo is not responsible for third-party content, privacy practices, security, availability, or services.

17.Changes to These Terms

Rivelo may modify these Terms by posting an updated version through the Rivelo Platform or website, providing notice electronically, or presenting a new acceptance screen. An update becomes effective on the stated effective date or upon Merchant’s continued use after notice, except where affirmative acceptance is required by law or Rivelo elects to require it.

Rivelo may make a change effective immediately where Rivelo determines it is required or advisable because of law, security, fraud, risk, network rules, provider requirements, Third-Party Terms, or operational necessity. If Merchant does not agree to updated Terms, Merchant’s sole remedy is to stop using the Rivelo Platform.

18.Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE MATTERS DESCRIBED BELOW, EVERY CLAIM, DISPUTE, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE RIVELO PLATFORM, THE WEBSITE, A MERCHANT APPLICATION, OR RIVELO’S REJECTION, RESTRICTION, SUSPENSION, OR TERMINATION OF MERCHANT SHALL BE RESOLVED EXCLUSIVELY BY INDIVIDUAL BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES.

The arbitration will be conducted by one arbitrator in Kings County or New York County, New York, or remotely as determined by the arbitrator. No claim may proceed on a class, collective, consolidated, private-attorney-general, or representative basis. The arbitrator may award relief only to the individual party seeking relief.

Rivelo may bring an action in state or federal court located in New York to collect unpaid amounts, protect intellectual property, enforce confidentiality or data restrictions, seek injunctive or provisional relief, prevent fraud or unauthorized access, or enforce an arbitration award. Merchant consents to jurisdiction and venue in those courts for such matters.

MERCHANT AND RIVELO EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR OTHER REPRESENTATIVE ACTION.

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms, the Rivelo Platform, the website, or the relationship between Merchant and Rivelo must be commenced within one year after the claim or cause of action accrued. Any claim not commenced within that period is permanently barred.

19.General Terms

Merchant and Rivelo are independent contracting parties. Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, or agency. Merchant has no authority to bind Rivelo or any Third-Party Service Provider.

Merchant acknowledges that it has not relied on any promise, representation, projection, estimate, demonstration, marketing statement, oral statement, or other communication concerning approval, financing availability, payment volume, savings, revenue, collection results, transaction completion, feature availability, implementation timing, or future functionality unless expressly included in these Terms or another written agreement accepted by Rivelo. No employee, salesperson, referral source, contractor, or other representative has authority to modify these Terms or bind Rivelo except through a written agreement approved by an authorized Rivelo officer.

Merchant may not assign or transfer these Terms or its account without Rivelo’s prior written consent. Rivelo may assign or transfer these Terms, in whole or in part, without Merchant’s consent.

Rivelo is not responsible for delay or failure caused by events outside its reasonable control, including provider outages, bank or network failures, internet or telecommunications failures, cybersecurity incidents, governmental action, natural disasters, labor disputes, war, terrorism, public emergencies, or failures of third-party systems.

Rivelo may provide notices through email, text message, the Rivelo Platform, Merchant’s account, website posting, an electronic-signature system, or another reasonable electronic method. Merchant must maintain current contact information.

If any provision is unlawful or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect. Failure to enforce a provision is not a waiver.

These Terms, together with Merchant’s application, accepted pricing, incorporated policies, supplemental Rivelo terms, and applicable Third-Party Terms, constitute the entire agreement between Merchant and Rivelo concerning the Rivelo Platform. Applicable Third-Party Terms control solely with respect to the applicable Third-Party Service.

Provisions that by their nature should survive termination will survive, including payment obligations, transaction responsibilities, data rights, aggregated and de-identified data rights, intellectual property, confidentiality, prohibited use, indemnification, disclaimers, limitations of liability, dispute resolution, and obligations arising from pre-termination activity.