Terms & Policies
This T0 Finance Service Agreement (the “Agreement”) constitutes a legal agreement between you and T0 Finance, LLC (“T0 Finance”) and governs your access to and use of T0 Finance services, which provide an online solution to assist businesses in managing their bookkeeping and finances. These services, including any technology, software, or analytics and any other services offered by T0 Finance and its Affiliates (collectively, the “Services”), are provided directly or through our Affiliates, via our website, mobile applications, software, APIs or other access channels (the “T0 Finance Platform”).
By accessing and using the Services, you agree to be bound by this Agreement, as well as all agreements and policies referenced in this Agreement that apply to you, including without limitation our Privacy Policy and Acceptable Use Policy. You further agree to any supplemental terms specific to the Services you use, which become part of your agreement with us and are hereby incorporated herein (the “Supplemental Terms” and collectively, the “Terms”).
PLEASE BE AWARE THAT SECTION 25 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND US. AMONG OTHER THINGS, SECTION 25 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 25 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 25 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
As used throughout this Agreement, “website” refers to the T0 Finance website. The terms “you” or “your” refers to customers who register for, use or access the Services. The terms “we,” “us” and “our” refer to T0 Finance. Please note that headings in this Agreement are for reference only.
T0 Finance will provide you with an online solution to assist businesses in managing their bookkeeping and finances through the T0 Finance Platform. Your level of access to the features and functions offered through the Services will depend on your account type and subscription plan.
If any term within this Agreement conflicts with a term in any Supplemental Terms or set of terms incorporated by reference herein, then unless the Terms otherwise expressly provide to the contrary, the order of precedence shall be: (i) the Supplemental Terms; (ii) the terms of this Agreement; and (iii) any other set of terms incorporated by reference into this Agreement.
To register for our Services and create an account with T0 Finance (“T0 Finance Account”), you must be a business entity authorized to do business and have your principal place of business located in the United States. Please be aware that we do not offer Services to individual consumers and you agree that you will not use our Services for personal, household or family purposes. We reserve the right to refuse your registration request or discontinue use of our Services for any reason. You hereby warrant that at all times during the term of this Agreement you are and will continue to be a legal business entity or sole proprietor.
a. Registration. To apply to use some or all of our Services, you must first create an account profile for your business on the T0 Finance Platform by providing certain information about the business, including without limitation personal information about the beneficial owners, principals or any employee of your business that will be permitted access or use the Services on behalf of your business. You must provide accurate and complete information in response to all registration inquiries.
b. Account Information. You are responsible for keeping all information in your account profile up to date at all times. We will only allow you to use our Services if we are satisfied with the information you have provided, and we have been able to verify this information. We may refuse your application to use our Services in our sole discretion if we believe you may be in breach of our Acceptable Use Policy or due to regulatory restrictions.
c. Mandatory Due Diligence. In order to meet our obligations under applicable Laws, we must obtain, verify and record certain information about you, your business and any associated officers, directors, partners, beneficial owners, employees and Authorized Users (collectively, “Representatives”) before we provide Services to you.
d. Authorization to Collect Information. By accepting this Agreement, you authorize us to make inquiries or retrieve information about you or your business, including information about your Representatives from our service providers and other third parties. We reserve the right to suspend or limit access to our Services if we are unable to sufficiently verify your information.
Subject to the obligations, limitations and terms set forth in the Terms, you may designate and authorize certain third parties, for example employees or professional advisors, to access and use the Services on your behalf (each, an “Authorized User”). You acknowledge that: (a) your Authorized Users have the authority to provide instructions to us on your behalf; (b) we may rely on instructions given by the Authorized User, and you will be bound by the actions of your Authorized Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorized User; and (c) you will promptly report to us any infringements or unauthorized access to the T0 Finance Platform.
We may designate certain Services or features as 'beta', 'pilot', or 'pre-release' (“Beta Services”). Beta Services are provided on an 'as-is' basis, and without warranty of any kind, and your use of, or reliance on any such features and services is done at your own risk.
You may grant certain third parties the right to view or access your Account (“Authorized Third Party”). Any access granted by you to an Authorized Third Party will be solely governed by an agreement between you and the Authorized Third Party. You acknowledge and agree that T0 Finance is not a party to such agreement and is not responsible for any Authorized Third Party’s access or use of your Account.
In consideration of your access and use of the Services, you agree to pay certain fees as detailed in Appendix 1 (Fee Schedule), which is incorporated by reference into this Agreement. All fees are due and payable as set forth in the Fee Schedule. If we are unable to collect any amounts you owe under the Terms, we may engage in collection efforts to recover such amounts from you.
You may access our Services through our API. To use our Services through the T0 Finance APIs, we must first approve such access and you must at all times comply with any rules and guidelines issued by us regarding the integration and use of the T0 Finance APIs.
You, and your Authorized Users, are responsible for safeguarding log-in credentials. If you believe that your log-in information has been stolen or compromised, you must contact us immediately.
You may not use our Services in connection with certain prohibited activities as set forth in our Acceptable Use Policy. You may not take any action or attempt any action that interferes with the normal operation of the T0 Finance Platform or Services.
The Services may be made available or accessed in connection with services or products provided by certain third parties (“Third-Party Services”). Separate terms and conditions will apply to your use of Third-Party Services. We expressly disclaim any responsibility or liability for your use of any Third-Party Service.
The term of this Agreement shall commence on [Contract Start Date] (the “Effective Date”) and shall continue on a month-to-month basis. This Agreement will automatically renew each month unless and until terminated by either party in accordance with Section 15 of this Agreement.
a. Termination by Either Party. Either you or T0 Finance may terminate this Agreement for any reason by providing at least one (1) month's written notice to the other party.
b. Termination by Us for Cause. We reserve the right to terminate or suspend the Agreement and/or use of the Services, upon notice to you, at any time for cause, including without limitation if: i. we suspect criminal or fraudulent activity in connection with your use of the Services; ii. we reasonably believe you are in violation of applicable Law; iii. you have breached these Terms; iv. you provide false, misleading or inaccurate information; v. we are legally required to do so.
c. Effect of Termination. You will remain liable for any outstanding obligations after termination. Closing your account will terminate this Agreement.
d. Survival. Upon termination of this Agreement for any reason, provisions that by their nature are intended to survive termination shall survive, including any payment obligations and provisions that allocate risk or limit liability.
You may have access to or we may disclose to you Confidential Information belonging to us. You agree to keep such Confidential Information confidential and only use it for the specific purposes for which it was disclosed.
We are committed to protecting your privacy. Please review our Privacy Policy to learn more about how we safeguard, share and use your information.
Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification.
As between the parties, T0 Finance owns all Intellectual Property Rights in and to the T0 Finance Platform, the Documentation and the T0 Finance Technology. This Agreement does not transfer any ownership rights from T0 Finance to you.
Unless otherwise provided for in the Terms, you may not use the T0 Finance Marks without the prior written consent of T0 Finance. You grant T0 Finance and its Affiliates a license to use your Marks in promotional and marketing materials.
You represent and warrant that you are a business entity, have the authority to enter into this Agreement, and will use the Services in compliance with all applicable laws and regulations.
THE T0 FINANCE SERVICES, PLATFORM, AND TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, T0 FINANCE DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL T0 FINANCE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, T0 FINANCE AND ITS AFFILIATES' TOTAL LIABILITY WILL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID TO T0 FINANCE BY YOU DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
You agree to defend, indemnify, and hold harmless T0 Finance, its affiliates, and their respective employees, officers, directors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to your use of the Services or your breach of this Agreement.
You and T0 Finance agree that any Disputes shall be resolved exclusively through final and binding arbitration by a single neutral arbitrator and not in a court of law, subject to the terms and exceptions detailed in Appendix 2.
You agree and consent to receive communications from us in electronic format, including receipts, notices, updates, and disclosures. You agree that such electronic communications have the same meaning and effect as if we had provided you with a paper copy.
You agree that your electronic signature constitutes your consent to be bound by the terms of this Agreement and is the legal equivalent of your manual/handwritten signature.
We may be required to respond to and comply with valid legal orders affecting you. We may take certain actions such as disclosing data or information about you or your transactions to government agencies or other enforcement authorities.
The Services and T0 Finance Technology may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that you will comply with all applicable sanctions and export control laws.
Each party agrees to comply with all applicable Laws relating to bribery and corruption.
You agree that we may include and use your company name, logos, and trademarks in our promotional and marketing materials and on our website.
This Agreement will be governed by the laws of the State of California, without regard to any conflict of law provisions.
We may modify this Agreement at any time by posting a revised version on our website or by otherwise communicating such amendments to you. Your continued use of the Services after the modification constitutes your acceptance of the changes.
Neither party will be responsible for any failure to fulfill any obligation due to an event outside its reasonable control, such as an act of God, war, or natural disaster.
You may not assign any rights or obligations under this Agreement without our prior written consent. T0 Finance may assign this Agreement without your consent upon reasonable notice to you.
T0 Finance may subcontract its obligations under this Agreement without your consent.
This Agreement and all policies incorporated by reference constitute the entire agreement between you and T0 Finance for the provision of Services. If any provision is found to be unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
