Terms of Service

PLEASE READ CAREFULLY. These Terms of Service contain important provisions that affect your legal rights, including a governing law and venue clause, a class action waiver, a jury trial waiver, and limitations of liability.

1. Acceptance of These Terms

These Terms of Service (“Terms”) are a binding legal agreement between you (“you” or “Customer”) and MonetaFi LLC, a Florida limited liability company, together with its affiliates (collectively, “MonetaFi,” “we,” “us,” or “our”), governing your access to and use of our websites, web-based applications, partner and merchant portals, APIs, dashboards, documentation, and related online or offline services (collectively, the “Services”).

By clicking to accept, executing an order form or similar agreement that references these Terms, or otherwise accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case “you” and “Customer” refer to that entity. If you do not have such authority, or you do not agree with these Terms, you must not access or use the Services.

If a separately executed written agreement between you and MonetaFi (for example, a Master Services Agreement, Partner Agreement, Data Processing Addendum, or Order Form) addresses a subject covered by these Terms, that separately executed agreement controls to the extent of any conflict.

2. Eligibility and Accounts

2.1 Eligibility

You represent and warrant that you: (a) are at least eighteen (18) years of age; (b) have full power and authority to enter into these Terms; (c) are not a person barred from receiving the Services under the laws of the United States or any other applicable jurisdiction, including under any economic sanctions or export control laws; and (d) will use the Services only in compliance with these Terms and all applicable laws and regulations.

2.2 Accounts and Credentials

You may need to register for an account to access certain Services. You agree to (i) provide accurate, current, and complete information; (ii) maintain and promptly update such information; (iii) maintain the security and confidentiality of your account credentials; (iv) promptly notify us of any unauthorized access or suspected security breach; and (v) accept responsibility for all activities that occur under your account, except to the extent caused by our gross negligence or willful misconduct.

2.3 Authorized Users

If you provision access to the Services for your personnel or representatives (“Authorized Users”), you are responsible for their compliance with these Terms and for all acts and omissions of your Authorized Users as if they were your own.

3. The Services

3.1 Scope

MonetaFi provides software and related tools designed for businesses and partners participating in the commercial finance and funding ecosystem, including workflow, communications, document, analytics, and integration features. The Services are provided as-a-service and may be updated, modified, suspended, or discontinued from time to time as described in these Terms.

3.2 No Financial Advice; Not a Bank; Not a Lender

MonetaFi is a software and services company. Unless expressly stated in a separately executed written agreement, MonetaFi is not a bank, depository institution, trust company, credit union, broker-dealer, investment adviser, registered lender, money services business, or money transmitter, and the Services are not deposit accounts or banking products. Nothing on the Services constitutes or should be construed as financial, legal, tax, accounting, or investment advice. Decisions regarding the offering, origination, underwriting, pricing, funding, servicing, collection, or suitability of any financial product are the sole responsibility of the originating party and its licensed partners. You are solely responsible for ensuring that your use of the Services complies with all laws, licensing requirements, and regulations applicable to your business.

3.3 Updates

We continuously improve the Services. We may add, modify, or remove functionality at any time. We will not materially diminish the overall functionality of the Services during an active paid subscription term without a reasonable replacement or remedy.

4. License Grant and Restrictions

4.1 License to Use the Services

Subject to your compliance with these Terms and, where applicable, payment of fees, MonetaFi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term, solely for your internal business purposes.

4.2 Restrictions

You will not, and will not permit any third party to:

• copy, modify, translate, or create derivative works of the Services;
• sell, resell, lease, rent, distribute, sublicense, or otherwise commercially exploit the Services, or make the Services available to any third party (other than Authorized Users);
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying ideas, algorithms, structure, or organization of the Services, except to the extent this restriction is prohibited by applicable law;
• remove, obscure, or alter any proprietary rights notices contained in or affixed to the Services;
• use the Services to develop, train, or improve any product or service that competes with the Services, or to benchmark or derive competitive intelligence;
• interfere with or disrupt the integrity, performance, or security of the Services, circumvent rate limits, probe or scan for vulnerabilities, or attempt to gain unauthorized access;
• use the Services in violation of any applicable law, regulation, or third-party right, including privacy, intellectual property, publicity, anti-spam, or consumer protection laws;
• upload or transmit any material that is unlawful, infringing, defamatory, obscene, harassing, harmful, or that contains viruses, worms, or other malicious code; or
• use any automated means (including scrapers, bots, or data mining tools) to access, collect, or use the Services, except through documented APIs and subject to published rate limits.

5. Customer Data

5.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to the data, content, and materials submitted by Customer or its Authorized Users to the Services (“Customer Data”).

5.2 License to MonetaFi

Customer grants MonetaFi a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data as necessary to (a) provide, operate, secure, and improve the Services; (b) prevent or address service, security, or technical issues; (c) comply with applicable law or valid legal process; and (d) produce de-identified or aggregated data that does not identify Customer, Authorized Users, or any individual, which MonetaFi may use for any lawful business purpose, including analytics and product development.

5.3 Responsibility

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and the means by which it obtained Customer Data, including providing any required notices to, and obtaining any required consents or authorizations from, data subjects. Customer represents and warrants that it has all rights necessary to provide Customer Data to MonetaFi and to grant the licenses in this Section 5.

6. Third-Party Services and Google Integrations

The Services may interoperate with or link to products, websites, or services operated by third parties (“Third-Party Services”), including Google APIs, analytics platforms, email providers, cloud hosting, and communications tools. Third-Party Services are provided by their respective providers, not by MonetaFi, and are subject to the terms and privacy policies of those providers. MonetaFi makes no representations or warranties regarding Third-Party Services and is not responsible for their availability, accuracy, or data handling practices.

When you authorize MonetaFi to connect to your Google account via OAuth, you authorize MonetaFi to access the Google data covered by the scopes you approve on Google’s consent screen, which may include, depending on the feature you enable:

• https://www.googleapis.com/auth/gmail.readonly — view your email messages and settings;
• https://www.googleapis.com/auth/gmail.metadata — view your email message metadata such as labels and headers, but not the email body;
• https://www.googleapis.com/auth/userinfo.email — see your primary Google Account email address; and
• https://www.googleapis.com/auth/userinfo.profile — see your personal info, including any personal info you have made publicly available.

MonetaFi’s use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. You may revoke MonetaFi’s access to your Google account at any time at myaccount.google.com/permissions. Our detailed practices regarding Google User Data are described in our Privacy Policy.

7. Fees, Payment, and Taxes

If the Services include paid features, you agree to pay all fees set forth in the applicable order form, subscription plan, or checkout flow. Unless otherwise stated: (a) fees are stated in U.S. Dollars and are exclusive of taxes; (b) amounts are non-cancelable and non-refundable once paid; (c) you authorize us (or our payment processor) to charge your designated payment method for all fees, including recurring subscription fees; and (d) overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and you agree to reimburse reasonable costs of collection. You are responsible for all sales, use, excise, VAT, GST, or similar taxes, other than taxes imposed on MonetaFi’s net income.

8. Suspension

We may suspend your or any Authorized User’s access to all or part of the Services, with or without notice, if we reasonably believe that: (a) your use of the Services poses a security, legal, or operational risk to us, our users, or third parties; (b) you are in material breach of these Terms; (c) you are delinquent in paying undisputed fees; or (d) suspension is required to comply with applicable law or a request from law enforcement or a regulator. We will restore access once the condition giving rise to the suspension is resolved.

9. Intellectual Property

MonetaFi and its licensors retain all right, title, and interest in and to the Services, including all software, code, interfaces, documentation, branding, designs, and all improvements, modifications, and derivative works thereof, and all associated intellectual property rights. These Terms grant Customer only the limited license expressly set forth in Section 4. All rights not expressly granted are reserved. Any feedback, comments, or suggestions you provide regarding the Services (“Feedback”) are provided on a non- confidential basis, and you hereby grant MonetaFi a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate Feedback without restriction or compensation.

10. Confidentiality

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is marked or otherwise identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party will (a) use Confidential Information solely to perform its obligations and exercise its rights under these Terms, (b) protect Confidential Information using at least the same degree of care it uses to protect its own similar information (and in no event less than a reasonable standard of care), and (c) not disclose Confidential Information to any third party except to its personnel, affiliates, and advisors bound by obligations of confidentiality at least as protective as those set forth herein. Confidential Information does not include information that is or becomes generally available to the public through no fault of the Receiving Party, was rightfully known to the Receiving Party without restriction before receipt, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party’s Confidential Information.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF MONETAFI, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND MONETAFI AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MONETAFI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY RELIANCE UPON THE SERVICES OR ANY CONTENT IS AT YOUR OWN RISK.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MONETAFI OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, DATA USE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MONETAFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF MONETAFI AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY CUSTOMER TO MONETAFI FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THIS LIMIT.

The foregoing limitations apply even if any remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the fullest extent permitted by law. The parties acknowledge that the limitations in this Section 12 are an essential basis of the bargain between them.

13. Indemnification

You will defend, indemnify, and hold harmless MonetaFi and its affiliates and their respective officers, directors, employees, agents, and representatives (collectively, the “MonetaFi Parties”) from and against any third-party claim, action, demand, or proceeding (“Claim”), and all resulting losses, damages, liabilities, fines, penalties, settlements, judgments, and reasonable costs and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) your or your Authorized Users’ access to or use of the Services; (b) Customer Data, including any allegation that Customer Data or its use violates applicable law or infringes, misappropriates, or otherwise violates any third-party right; (c) your violation of these Terms or applicable law; or (d) your willful misconduct, gross negligence, or fraud. MonetaFi will promptly notify you of any Claim and reasonably cooperate in the defense at your expense; you will not settle any Claim in a manner that imposes any obligation or admission on any MonetaFi Party without our prior written consent.

14. Term and Termination

These Terms commence on the date you first accept them or first access the Services and continue until terminated in accordance with this Section 14 or the applicable order form. Either party may terminate these Terms (or any applicable subscription) (a) for the other party’s material breach, if the breach is not cured within thirty (30) days after written notice; or (b) immediately upon written notice if the other party becomes insolvent, ceases operations, or is subject to bankruptcy or similar proceedings. MonetaFi may terminate these Terms or any Service immediately upon written notice if required by law or the order of a governmental authority, or if continued provision of the Services becomes commercially impracticable.

Upon termination: (i) your right to access and use the Services ceases; (ii) you will promptly pay all undisputed fees accrued as of the effective date of termination; and (iii) we may delete Customer Data in accordance with our standard retention practices unless legal hold, regulatory requirement, or a separate written agreement requires otherwise. Sections whose nature should survive termination will survive, including Sections 5, 9, 10, 11, 12, 13, this Section 14, and 15 through 19.

15. Governing Law; Venue; Jury Waiver; Class Action Waiver

These Terms and any dispute or claim arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, and, where applicable, the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except where prohibited by applicable law, the parties agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. THE PARTIES AGREE THAT ALL CLAIMS MUST BE BROUGHT IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE COURT MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Any cause of action arising out of or related to these Terms must be commenced within one (1) year after the cause of action accrues; otherwise, the cause of action is permanently barred, except as otherwise required by applicable law.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms, addenda, and policies referenced herein, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior and contemporaneous agreements, proposals, or representations on that subject matter.

16.2 Amendments

We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by updating the “Last Updated” date above, posting on the Services, or sending an email to the address associated with your account). Continued access to or use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms, to the extent permitted by applicable law.

16.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without MonetaFi’s prior written consent, and any attempted assignment in violation of this section is void. MonetaFi may assign these Terms in whole or in part without your consent, including in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets.

16.4 Notices

Notices to MonetaFi must be in writing and sent to the address in Section 19 (with a copy to info@monetafi.com). We may provide notices to you by email to the address associated with your account or by posting on the Services.

16.5 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, acts of war, terrorism, civil unrest, governmental action, labor disputes, pandemics, internet or utility disruptions, and failures of Third-Party Services.

16.6 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship.

16.7 No Third-Party Beneficiaries

These Terms do not create any rights in any person or entity not a party to these Terms.

16.8 Severability; Waiver

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. Any failure or delay by either party to exercise any right under these Terms is not a waiver of that right.

16.9 Export Controls and Sanctions

The Services may be subject to U.S. export control and sanctions laws. You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government list of prohibited or restricted parties. You will not use, export, re-export, or transfer the Services except as authorized by U.S. law and the laws of the jurisdictions in which the Services were obtained.

16.10 U.S. Government Users

The Services are “commercial items” as defined in FAR 2.101. If the Services are acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of these Terms as specified in FAR 12.212. If acquired by or on behalf of a Department of Defense agency, the U.S. Government acquires these rights subject to the terms of these Terms as specified in DFARS 227.7202-3.

17. Copyright Complaints (DMCA)

If you believe content available through the Services infringes your copyright, please send a notice of claimed infringement to our designated agent that includes the information required by 17 U.S.C. § 512(c)(3):

DMCA Designated Agent — MonetaFi LLC
Email: info@monetafi.com
Mail: 20200 W Dixie Hwy, Suite 1205, Miami, FL 33180

We may terminate the accounts of users we determine to be repeat infringers.

18. Beta Features

We may offer features identified as “beta,” “preview,” “experimental,” or similar (“Beta Features”). Beta Features are provided for evaluation purposes only, on an “as is” basis, without warranties of any kind, and may be modified or discontinued at any time. To the maximum extent permitted by law, MonetaFi has no liability arising out of or in connection with Beta Features.

19. Contact

Questions about these Terms may be directed to:

MonetaFi LLC — Legal
Email: info@monetafi.com (subject: “Terms”)
20200 W Dixie Hwy, Suite 1205 Miami, FL 33180 United States

See also our Privacy Policy.