Terms of Service
Terms of Service
Terms of Service
Last Updated: September 5, 2025
Last Updated: September 5, 2025
Last Updated: September 5, 2025
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES INCORPORATED HEREIN (INCLUDING THE ADVANCE PRIVACY POLICY). IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT OR ITS TERMS, YOU MUST NOT USE THE SERVICES.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES INCORPORATED HEREIN (INCLUDING THE ADVANCE PRIVACY POLICY). IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT OR ITS TERMS, YOU MUST NOT USE THE SERVICES.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES INCORPORATED HEREIN (INCLUDING THE ADVANCE PRIVACY POLICY). IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT OR ITS TERMS, YOU MUST NOT USE THE SERVICES.
Definitions and General Statements
Definitions and General Statements
Definitions and General Statements
This Terms of Service Agreement (“Agreement”), together with any Order Form or similar agreement or instrument that incorporates this Agreement by reference, is a legal contract between you (“User,” “you,” “your,” or Customer) and Flexx Inc., a Delaware corporation doing business as Advance, and its subsidiaries, affiliates, agents, and assigns (“Advance,” “we,” “us,” or “our”). This Agreement describes the payment and other services we offer, including our policies and procedures, and sets forth your rights and obligations as a user of our services.
Subject to the Agreement, and only if Advance has approved Customer for an Advance Account, we grant you the right to access and use those Services made available through your Advance Account. As our products and business evolve, we may update the Services and will use commercially reasonable efforts to notify you in advance if an update will result in a material reduction to the capabilities of Services on which you rely. Services may be delivered or supported by specific Advance affiliates, third-party service providers and Partner Institutions, and may require your or a Company Affiliate’s agreement to Supplemental Terms.
To access and / or use the Platform, you acknowledge and agree:
To all of the terms and conditions set forth in this Agreement, which includes the Advance Privacy Policy (the “Privacy Policy”);
You are, if a natural person, at least 18 years of age;
You are capable of forming a binding contract with Advance;
If a natural person, you reside in the United States and in the state and at the address you have or will provide to us, and if a legal entity, you are organized and in good standing under the laws of the state in which you are incorporated or otherwise chartered and registered as a foreign corporation where required to do so;
You are not prohibited from using the Platform or the Services under the laws of the United States or any other jurisdiction.
This Terms of Service Agreement (“Agreement”), together with any Order Form or similar agreement or instrument that incorporates this Agreement by reference, is a legal contract between you (“User,” “you,” “your,” or Customer) and Flexx Inc., a Delaware corporation doing business as Advance, and its subsidiaries, affiliates, agents, and assigns (“Advance,” “we,” “us,” or “our”). This Agreement describes the payment and other services we offer, including our policies and procedures, and sets forth your rights and obligations as a user of our services.
Subject to the Agreement, and only if Advance has approved Customer for an Advance Account, we grant you the right to access and use those Services made available through your Advance Account. As our products and business evolve, we may update the Services and will use commercially reasonable efforts to notify you in advance if an update will result in a material reduction to the capabilities of Services on which you rely. Services may be delivered or supported by specific Advance affiliates, third-party service providers and Partner Institutions, and may require your or a Company Affiliate’s agreement to Supplemental Terms.
To access and / or use the Platform, you acknowledge and agree:
To all of the terms and conditions set forth in this Agreement, which includes the Advance Privacy Policy (the “Privacy Policy”);
You are, if a natural person, at least 18 years of age;
You are capable of forming a binding contract with Advance;
If a natural person, you reside in the United States and in the state and at the address you have or will provide to us, and if a legal entity, you are organized and in good standing under the laws of the state in which you are incorporated or otherwise chartered and registered as a foreign corporation where required to do so;
You are not prohibited from using the Platform or the Services under the laws of the United States or any other jurisdiction.
This Terms of Service Agreement (“Agreement”), together with any Order Form or similar agreement or instrument that incorporates this Agreement by reference, is a legal contract between you (“User,” “you,” “your,” or Customer) and Flexx Inc., a Delaware corporation doing business as Advance, and its subsidiaries, affiliates, agents, and assigns (“Advance,” “we,” “us,” or “our”). This Agreement describes the payment and other services we offer, including our policies and procedures, and sets forth your rights and obligations as a user of our services.
Subject to the Agreement, and only if Advance has approved Customer for an Advance Account, we grant you the right to access and use those Services made available through your Advance Account. As our products and business evolve, we may update the Services and will use commercially reasonable efforts to notify you in advance if an update will result in a material reduction to the capabilities of Services on which you rely. Services may be delivered or supported by specific Advance affiliates, third-party service providers and Partner Institutions, and may require your or a Company Affiliate’s agreement to Supplemental Terms.
To access and / or use the Platform, you acknowledge and agree:
To all of the terms and conditions set forth in this Agreement, which includes the Advance Privacy Policy (the “Privacy Policy”);
You are, if a natural person, at least 18 years of age;
You are capable of forming a binding contract with Advance;
If a natural person, you reside in the United States and in the state and at the address you have or will provide to us, and if a legal entity, you are organized and in good standing under the laws of the state in which you are incorporated or otherwise chartered and registered as a foreign corporation where required to do so;
You are not prohibited from using the Platform or the Services under the laws of the United States or any other jurisdiction.
Advance Services
Advance Services
Advance Services
1.1. Description of Services
Advance provides a financial technology platform and related services (“Services”) designed to enable insurance industry participants in the United States including agents (“Agents”) and Managing General Agents (“MGAs”) (collectively, “Customers”) to manage the fiduciary, trust or other accounts they maintain for the receipt of policy premium payments (“Payments”) from insureds (“Policyholders”) and the disbursement of amounts due for premiums and commissions to the relevant insurers and Agents or MGAs (“Disbursement” or “Disbursements”). Customers may use various funding methods as may be made available through the Services from time to time (“Funding Methods”) to receive Payments and initiate such Disbursementsrelated to insurance policies to such third-party businesses (“Payees”) or, in the case of commission payments, to Customer’s own account or that of an affiliate.
1.2. Legal Ownership of Funds
The Services provide Customers the ability to access and manage one or more accounts (each, an “Account“ or an “Advance Account“) established by Advance with one or more insured depository institutions (each, a “Partner Institution”). While Payments to or amounts that accrue to your benefit in such an Account (collectively, your “Funds”) will be held by the Partner Institution as a fiduciary custodian in an omnibus deposit account for the benefit of you and other Advance Account holders (“Custodial Account”), you are not a customer of our Partner Institutions. The Custodial Account will be in the Partner Institution’s name and tax identification number, and your Funds in the Custodial Account may be intermingled with those of other Advance customers. The operation or continuity of services provided by a Partner Institution may change without notice, and Advance assumes no liability for such changes. For additional information about the relationship between Advance, the Partner Institutions, and you, see Section 2.
1.3. Advance as Your Agent
The Services provide you the ability to receive Payments in and initiate Disbursements from an Account with a Partner Institution, and you hereby appoint Advance as your duly appointed agent to provide payment information and instructions regarding such Payments, Disbursements and Accounts to the Partner Institutions. You agree to provide Advance with all authorizations necessary for Advance to provide the Services. You authorize Advance to appoint representatives and persons authorized to act on our behalf as your duly appointed agent.
1.4. Eligibility Requirements
To receive access to or use the Services, you first need to submit an application for an Account. Account opening and ongoing access are subject to completion of required identity verification, beneficial ownership documentation, sanctions screening, and other regulatory compliance procedures as determined by Advance and its Partner Institutions. As part of your Account application, you must provide all information we, our Partner Institution, or our third party provider may request, which may include data related to:
Your authorized representatives, officers, managers, directors, or other similar agents, such as employment information, proof of address, bank statements, or personal identification (“Personal Data”); and
You as a corporate entity, such as corporate registration certificate, charter documents, proof of address, financial statements, beneficial owners, corporate and governing board authorizations, bank statements, or employee or authorized representative information (“Company Data”);
To use the Services, you must:
Be an insurance industry participant, licensed in good standing where and as required, that collects or maintains insurance policy premium payments from or for Policyholders;
Operate a business entity for the above purpose domiciled in one of the fifty (50) U.S. states;
Not be prohibited by law from using the Services; and
Have and connect a valid business checking account or other required financial account as designated by Advance.
1.5. Identity Verification
You may also need to provide documentary information used to verify Company Data and Personal Data. Use of certain Services or features may also require that you permit Advance to access Company Data and Personal Data through third-party services. At any time we may require additional information and documentation that we or our Partner Institutions deem necessary for compliance and underwriting.
We provide Company Data and Personal Data to Partner Institutions and third-party service providers to determine your eligibility for Services. We, Partner Institutions and third-party service providers may approve or deny your application(s) or grant you provisional access to the Services, third-party services or your Advance Account while your application is pending additional review. We may deny applications, interrupt provision of the Services to you, or suspend or close your Advance Account where Company Data or Personal Data is incomplete, inaccurate or out of date. If a deficiency results in suspension or closure of your Advance Account, we will make commercially reasonable efforts to provide you with Notice.
1.1. Description of Services
Advance provides a financial technology platform and related services (“Services”) designed to enable insurance industry participants in the United States including agents (“Agents”) and Managing General Agents (“MGAs”) (collectively, “Customers”) to manage the fiduciary, trust or other accounts they maintain for the receipt of policy premium payments (“Payments”) from insureds (“Policyholders”) and the disbursement of amounts due for premiums and commissions to the relevant insurers and Agents or MGAs (“Disbursement” or “Disbursements”). Customers may use various funding methods as may be made available through the Services from time to time (“Funding Methods”) to receive Payments and initiate such Disbursementsrelated to insurance policies to such third-party businesses (“Payees”) or, in the case of commission payments, to Customer’s own account or that of an affiliate.
1.2. Legal Ownership of Funds
The Services provide Customers the ability to access and manage one or more accounts (each, an “Account“ or an “Advance Account“) established by Advance with one or more insured depository institutions (each, a “Partner Institution”). While Payments to or amounts that accrue to your benefit in such an Account (collectively, your “Funds”) will be held by the Partner Institution as a fiduciary custodian in an omnibus deposit account for the benefit of you and other Advance Account holders (“Custodial Account”), you are not a customer of our Partner Institutions. The Custodial Account will be in the Partner Institution’s name and tax identification number, and your Funds in the Custodial Account may be intermingled with those of other Advance customers. The operation or continuity of services provided by a Partner Institution may change without notice, and Advance assumes no liability for such changes. For additional information about the relationship between Advance, the Partner Institutions, and you, see Section 2.
1.3. Advance as Your Agent
The Services provide you the ability to receive Payments in and initiate Disbursements from an Account with a Partner Institution, and you hereby appoint Advance as your duly appointed agent to provide payment information and instructions regarding such Payments, Disbursements and Accounts to the Partner Institutions. You agree to provide Advance with all authorizations necessary for Advance to provide the Services. You authorize Advance to appoint representatives and persons authorized to act on our behalf as your duly appointed agent.
1.4. Eligibility Requirements
To receive access to or use the Services, you first need to submit an application for an Account. Account opening and ongoing access are subject to completion of required identity verification, beneficial ownership documentation, sanctions screening, and other regulatory compliance procedures as determined by Advance and its Partner Institutions. As part of your Account application, you must provide all information we, our Partner Institution, or our third party provider may request, which may include data related to:
Your authorized representatives, officers, managers, directors, or other similar agents, such as employment information, proof of address, bank statements, or personal identification (“Personal Data”); and
You as a corporate entity, such as corporate registration certificate, charter documents, proof of address, financial statements, beneficial owners, corporate and governing board authorizations, bank statements, or employee or authorized representative information (“Company Data”);
To use the Services, you must:
Be an insurance industry participant, licensed in good standing where and as required, that collects or maintains insurance policy premium payments from or for Policyholders;
Operate a business entity for the above purpose domiciled in one of the fifty (50) U.S. states;
Not be prohibited by law from using the Services; and
Have and connect a valid business checking account or other required financial account as designated by Advance.
1.5. Identity Verification
You may also need to provide documentary information used to verify Company Data and Personal Data. Use of certain Services or features may also require that you permit Advance to access Company Data and Personal Data through third-party services. At any time we may require additional information and documentation that we or our Partner Institutions deem necessary for compliance and underwriting.
We provide Company Data and Personal Data to Partner Institutions and third-party service providers to determine your eligibility for Services. We, Partner Institutions and third-party service providers may approve or deny your application(s) or grant you provisional access to the Services, third-party services or your Advance Account while your application is pending additional review. We may deny applications, interrupt provision of the Services to you, or suspend or close your Advance Account where Company Data or Personal Data is incomplete, inaccurate or out of date. If a deficiency results in suspension or closure of your Advance Account, we will make commercially reasonable efforts to provide you with Notice.
1.1. Description of Services
Advance provides a financial technology platform and related services (“Services”) designed to enable insurance industry participants in the United States including agents (“Agents”) and Managing General Agents (“MGAs”) (collectively, “Customers”) to manage the fiduciary, trust or other accounts they maintain for the receipt of policy premium payments (“Payments”) from insureds (“Policyholders”) and the disbursement of amounts due for premiums and commissions to the relevant insurers and Agents or MGAs (“Disbursement” or “Disbursements”). Customers may use various funding methods as may be made available through the Services from time to time (“Funding Methods”) to receive Payments and initiate such Disbursementsrelated to insurance policies to such third-party businesses (“Payees”) or, in the case of commission payments, to Customer’s own account or that of an affiliate.
1.2. Legal Ownership of Funds
The Services provide Customers the ability to access and manage one or more accounts (each, an “Account“ or an “Advance Account“) established by Advance with one or more insured depository institutions (each, a “Partner Institution”). While Payments to or amounts that accrue to your benefit in such an Account (collectively, your “Funds”) will be held by the Partner Institution as a fiduciary custodian in an omnibus deposit account for the benefit of you and other Advance Account holders (“Custodial Account”), you are not a customer of our Partner Institutions. The Custodial Account will be in the Partner Institution’s name and tax identification number, and your Funds in the Custodial Account may be intermingled with those of other Advance customers. The operation or continuity of services provided by a Partner Institution may change without notice, and Advance assumes no liability for such changes. For additional information about the relationship between Advance, the Partner Institutions, and you, see Section 2.
1.3. Advance as Your Agent
The Services provide you the ability to receive Payments in and initiate Disbursements from an Account with a Partner Institution, and you hereby appoint Advance as your duly appointed agent to provide payment information and instructions regarding such Payments, Disbursements and Accounts to the Partner Institutions. You agree to provide Advance with all authorizations necessary for Advance to provide the Services. You authorize Advance to appoint representatives and persons authorized to act on our behalf as your duly appointed agent.
1.4. Eligibility Requirements
To receive access to or use the Services, you first need to submit an application for an Account. Account opening and ongoing access are subject to completion of required identity verification, beneficial ownership documentation, sanctions screening, and other regulatory compliance procedures as determined by Advance and its Partner Institutions. As part of your Account application, you must provide all information we, our Partner Institution, or our third party provider may request, which may include data related to:
Your authorized representatives, officers, managers, directors, or other similar agents, such as employment information, proof of address, bank statements, or personal identification (“Personal Data”); and
You as a corporate entity, such as corporate registration certificate, charter documents, proof of address, financial statements, beneficial owners, corporate and governing board authorizations, bank statements, or employee or authorized representative information (“Company Data”);
To use the Services, you must:
Be an insurance industry participant, licensed in good standing where and as required, that collects or maintains insurance policy premium payments from or for Policyholders;
Operate a business entity for the above purpose domiciled in one of the fifty (50) U.S. states;
Not be prohibited by law from using the Services; and
Have and connect a valid business checking account or other required financial account as designated by Advance.
1.5. Identity Verification
You may also need to provide documentary information used to verify Company Data and Personal Data. Use of certain Services or features may also require that you permit Advance to access Company Data and Personal Data through third-party services. At any time we may require additional information and documentation that we or our Partner Institutions deem necessary for compliance and underwriting.
We provide Company Data and Personal Data to Partner Institutions and third-party service providers to determine your eligibility for Services. We, Partner Institutions and third-party service providers may approve or deny your application(s) or grant you provisional access to the Services, third-party services or your Advance Account while your application is pending additional review. We may deny applications, interrupt provision of the Services to you, or suspend or close your Advance Account where Company Data or Personal Data is incomplete, inaccurate or out of date. If a deficiency results in suspension or closure of your Advance Account, we will make commercially reasonable efforts to provide you with Notice.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism, money laundering and other financial crimes, federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual or business) who opens an account. In order that we and our applicable Partner Institutions can comply with such laws, when you open an Advance Account or request access to certain Services, we will ask for all information as is or may in our opinion be required, including information regarding your business entity, if applicable, and the name, address, date of birth, and other information to identify you and the owners and control persons for your business. We may also ask to see corporate documents and driver’s licenses or other identifying documents. We may share this Company Data and Personal Data with Partner Institutions and third-party service providers for these purposes.
1.6. Authorized Representatives
You agree that only you and your authorized representatives will access and use the Services. You are responsible for ensuring that all your authorized representatives agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to you; and you remain fully responsible and liable for any and all acts or omissions by such authorized representatives related to this Agreement as if such acts or omissions are committed by you. You and your authorized representatives’ use will be only in furtherance of exercising your rights and fulfilling your obligations under this Agreement.
1.7. Unauthorized Access
You shall be solely responsible for protecting the confidentiality of credentials associated with and all activities undertaken using your unique user account login or profile (“User Login”). You are fully responsible for all activities that occur through all User Logins associated with you, even if such activities were not authorized by you. In the event that you become aware of any unauthorized access to or use of the Services through your or your authorized representative’s User Login, you shall promptly give written notice to us of such breach and make reasonable efforts to eliminate it. You shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to your Account and use of the Services through your User Logins. All such measures shall comply with prevailing industry standards but in no case consist of less than a reasonable degree of care.
We may suspend your or your authorized representatives’ access to our Services where we reasonably believe there has been any unauthorized access to or use of our Services or your User Logins. If we suspend your or your authorized representatives’ access to our Services we will let you know within a reasonable time of doing so and will work with you to resolve the matter. If we cannot resolve the matter, then we may terminate your or your authorized representatives’User Logins or Account.
1.8. Unauthorized Use
You agree to use the Services only for lawful business purposes and in compliance with all applicable laws, regulations and payment network rules and requirements, including, but not limited to, the sanctions laws and rules administered by the Office of Foreign Assets Control (“OFAC”) and the applicable National Automated Clearinghouse Association (“NACHA”) rules. You may not use the Services to:
Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
Post or share content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
Transmit any virus, trojan horse, or other disruptive or harmful software or data;
Send any unsolicited or unauthorized advertising, such as spam;
Impersonate or misrepresent your affiliation with us, a Partner Institution, or a Customer;
Reproduce, modify, resell, license, or provide free or unauthorized access to the Services or make the Services available on any file-sharing, virtual desktop or application hosting service;
Attempt to reverse engineer, decompile or disassemble in any way any of the Services;
Engage in unauthorized access, monitoring, interference with, or use of the Services or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
Use the Services for general archiving or back-up purposes; or
Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.
If Advance believes you have engaged in unauthorized or illegal use of the Services, we reserve the right to close, suspend, or limit your access, freeze funds, return Payments, reclaim Disbursements, and cooperate with law enforcement. You agree that Advance and any Partner Institution may audit your use for compliance.
1.9. Taxes, Penalties, and Repayment
You are responsible for all taxes, fees, fines, penalties, or other liabilities arising out of your use of the Services or breach of this Agreement. If you owe funds to Advance, we reserve the right to collect such funds through any of your Funding Methods or through other lawful means.
1.10. Advance Affiliation
Advance is not a party to any contract between you and your Policyholders or Payees. We are not responsible for the products, services, or actions of any Payee. The use of the Services does not create a tri-party agreement between Advance, you, and any Payee.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism, money laundering and other financial crimes, federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual or business) who opens an account. In order that we and our applicable Partner Institutions can comply with such laws, when you open an Advance Account or request access to certain Services, we will ask for all information as is or may in our opinion be required, including information regarding your business entity, if applicable, and the name, address, date of birth, and other information to identify you and the owners and control persons for your business. We may also ask to see corporate documents and driver’s licenses or other identifying documents. We may share this Company Data and Personal Data with Partner Institutions and third-party service providers for these purposes.
1.6. Authorized Representatives
You agree that only you and your authorized representatives will access and use the Services. You are responsible for ensuring that all your authorized representatives agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to you; and you remain fully responsible and liable for any and all acts or omissions by such authorized representatives related to this Agreement as if such acts or omissions are committed by you. You and your authorized representatives’ use will be only in furtherance of exercising your rights and fulfilling your obligations under this Agreement.
1.7. Unauthorized Access
You shall be solely responsible for protecting the confidentiality of credentials associated with and all activities undertaken using your unique user account login or profile (“User Login”). You are fully responsible for all activities that occur through all User Logins associated with you, even if such activities were not authorized by you. In the event that you become aware of any unauthorized access to or use of the Services through your or your authorized representative’s User Login, you shall promptly give written notice to us of such breach and make reasonable efforts to eliminate it. You shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to your Account and use of the Services through your User Logins. All such measures shall comply with prevailing industry standards but in no case consist of less than a reasonable degree of care.
We may suspend your or your authorized representatives’ access to our Services where we reasonably believe there has been any unauthorized access to or use of our Services or your User Logins. If we suspend your or your authorized representatives’ access to our Services we will let you know within a reasonable time of doing so and will work with you to resolve the matter. If we cannot resolve the matter, then we may terminate your or your authorized representatives’User Logins or Account.
1.8. Unauthorized Use
You agree to use the Services only for lawful business purposes and in compliance with all applicable laws, regulations and payment network rules and requirements, including, but not limited to, the sanctions laws and rules administered by the Office of Foreign Assets Control (“OFAC”) and the applicable National Automated Clearinghouse Association (“NACHA”) rules. You may not use the Services to:
Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
Post or share content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
Transmit any virus, trojan horse, or other disruptive or harmful software or data;
Send any unsolicited or unauthorized advertising, such as spam;
Impersonate or misrepresent your affiliation with us, a Partner Institution, or a Customer;
Reproduce, modify, resell, license, or provide free or unauthorized access to the Services or make the Services available on any file-sharing, virtual desktop or application hosting service;
Attempt to reverse engineer, decompile or disassemble in any way any of the Services;
Engage in unauthorized access, monitoring, interference with, or use of the Services or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
Use the Services for general archiving or back-up purposes; or
Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.
If Advance believes you have engaged in unauthorized or illegal use of the Services, we reserve the right to close, suspend, or limit your access, freeze funds, return Payments, reclaim Disbursements, and cooperate with law enforcement. You agree that Advance and any Partner Institution may audit your use for compliance.
1.9. Taxes, Penalties, and Repayment
You are responsible for all taxes, fees, fines, penalties, or other liabilities arising out of your use of the Services or breach of this Agreement. If you owe funds to Advance, we reserve the right to collect such funds through any of your Funding Methods or through other lawful means.
1.10. Advance Affiliation
Advance is not a party to any contract between you and your Policyholders or Payees. We are not responsible for the products, services, or actions of any Payee. The use of the Services does not create a tri-party agreement between Advance, you, and any Payee.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism, money laundering and other financial crimes, federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual or business) who opens an account. In order that we and our applicable Partner Institutions can comply with such laws, when you open an Advance Account or request access to certain Services, we will ask for all information as is or may in our opinion be required, including information regarding your business entity, if applicable, and the name, address, date of birth, and other information to identify you and the owners and control persons for your business. We may also ask to see corporate documents and driver’s licenses or other identifying documents. We may share this Company Data and Personal Data with Partner Institutions and third-party service providers for these purposes.
1.6. Authorized Representatives
You agree that only you and your authorized representatives will access and use the Services. You are responsible for ensuring that all your authorized representatives agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to you; and you remain fully responsible and liable for any and all acts or omissions by such authorized representatives related to this Agreement as if such acts or omissions are committed by you. You and your authorized representatives’ use will be only in furtherance of exercising your rights and fulfilling your obligations under this Agreement.
1.7. Unauthorized Access
You shall be solely responsible for protecting the confidentiality of credentials associated with and all activities undertaken using your unique user account login or profile (“User Login”). You are fully responsible for all activities that occur through all User Logins associated with you, even if such activities were not authorized by you. In the event that you become aware of any unauthorized access to or use of the Services through your or your authorized representative’s User Login, you shall promptly give written notice to us of such breach and make reasonable efforts to eliminate it. You shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to your Account and use of the Services through your User Logins. All such measures shall comply with prevailing industry standards but in no case consist of less than a reasonable degree of care.
We may suspend your or your authorized representatives’ access to our Services where we reasonably believe there has been any unauthorized access to or use of our Services or your User Logins. If we suspend your or your authorized representatives’ access to our Services we will let you know within a reasonable time of doing so and will work with you to resolve the matter. If we cannot resolve the matter, then we may terminate your or your authorized representatives’User Logins or Account.
1.8. Unauthorized Use
You agree to use the Services only for lawful business purposes and in compliance with all applicable laws, regulations and payment network rules and requirements, including, but not limited to, the sanctions laws and rules administered by the Office of Foreign Assets Control (“OFAC”) and the applicable National Automated Clearinghouse Association (“NACHA”) rules. You may not use the Services to:
Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
Post or share content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
Transmit any virus, trojan horse, or other disruptive or harmful software or data;
Send any unsolicited or unauthorized advertising, such as spam;
Impersonate or misrepresent your affiliation with us, a Partner Institution, or a Customer;
Reproduce, modify, resell, license, or provide free or unauthorized access to the Services or make the Services available on any file-sharing, virtual desktop or application hosting service;
Attempt to reverse engineer, decompile or disassemble in any way any of the Services;
Engage in unauthorized access, monitoring, interference with, or use of the Services or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
Use the Services for general archiving or back-up purposes; or
Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.
If Advance believes you have engaged in unauthorized or illegal use of the Services, we reserve the right to close, suspend, or limit your access, freeze funds, return Payments, reclaim Disbursements, and cooperate with law enforcement. You agree that Advance and any Partner Institution may audit your use for compliance.
1.9. Taxes, Penalties, and Repayment
You are responsible for all taxes, fees, fines, penalties, or other liabilities arising out of your use of the Services or breach of this Agreement. If you owe funds to Advance, we reserve the right to collect such funds through any of your Funding Methods or through other lawful means.
1.10. Advance Affiliation
Advance is not a party to any contract between you and your Policyholders or Payees. We are not responsible for the products, services, or actions of any Payee. The use of the Services does not create a tri-party agreement between Advance, you, and any Payee.
Term and Termination
Term and Termination
Term and Termination
2.1. Term
The Agreement is effective when you submit an application for an Advance Account or execute an Order Form and continues until terminated by either you or us, or in accordance with the Order Form or as otherwise set forth in the Agreement.
2.2. Termination
You may terminate the Agreement by providing sixty (60) days’ notice to us. In addition to the termination rights provided elsewhere in the Agreement, Advance may terminate the Agreement without cause at any time by providing you thirty (30) days’ notice. Upon termination, all User Logins will immediately be deactivated.
Sections 1.2, 1.3, 1.8, 1.9, 1.10, 2, 3, 4, 8, 9, 10, 11, 12, 13, and 14 of this Agreement and any other provisions of the Agreement giving rise to continued obligations of the parties will survive termination of the Agreement.
2.1. Term
The Agreement is effective when you submit an application for an Advance Account or execute an Order Form and continues until terminated by either you or us, or in accordance with the Order Form or as otherwise set forth in the Agreement.
2.2. Termination
You may terminate the Agreement by providing sixty (60) days’ notice to us. In addition to the termination rights provided elsewhere in the Agreement, Advance may terminate the Agreement without cause at any time by providing you thirty (30) days’ notice. Upon termination, all User Logins will immediately be deactivated.
Sections 1.2, 1.3, 1.8, 1.9, 1.10, 2, 3, 4, 8, 9, 10, 11, 12, 13, and 14 of this Agreement and any other provisions of the Agreement giving rise to continued obligations of the parties will survive termination of the Agreement.
2.1. Term
The Agreement is effective when you submit an application for an Advance Account or execute an Order Form and continues until terminated by either you or us, or in accordance with the Order Form or as otherwise set forth in the Agreement.
2.2. Termination
You may terminate the Agreement by providing sixty (60) days’ notice to us. In addition to the termination rights provided elsewhere in the Agreement, Advance may terminate the Agreement without cause at any time by providing you thirty (30) days’ notice. Upon termination, all User Logins will immediately be deactivated.
Sections 1.2, 1.3, 1.8, 1.9, 1.10, 2, 3, 4, 8, 9, 10, 11, 12, 13, and 14 of this Agreement and any other provisions of the Agreement giving rise to continued obligations of the parties will survive termination of the Agreement.
Data
Data
Data
All information, data, text, documents, and other materials accessible or provided, either directly or indirectly (“Data”), are the sole responsibility of the party from whom such Data originated. You acknowledge and agree that we and the Partner Institutions may provide access to or rely on Data from third parties.
3.1. Customer Provided Data
You acknowledge and agree that you, and not Advance, are entirely responsible for: (i) your Data, such as financial account information of your Policyholders or Payees (if any), including ensuring the accuracy, completeness, and integrity of such Data; and (ii) giving all required notices and obtaining all necessary consents, as applicable, before submitting Data to us or the Partner Institutions or through the Services.
You further hereby represent and warrant that: (a) you have and have obtained all necessary rights and licenses to provide, submit, upload, email, transmit, or otherwise make available all of your Data for us to exercise our rights granted and fulfill our obligations set forth herein, including as necessary for us to process your Data in accordance with this Agreement; and (b) that your submission of your Data will not violate this Agreement or any laws applicable to such Data, including intellectual property laws and any privacy or data protection laws governing any personal or sensitive information.
3.1.1. Your Data. You acknowledge, understand and agree that, in accordance with our Privacy Policy and the other terms contained herein, Advance and Partner Institutions collect, process and share your Data, including Company Data and Personal Data, through your use of the Services and third-party services. We may use and share your Data (a) for identity verification, transaction analysis, fraud and loss prevention, and reporting; (b) to provide, maintain and improve the Services; (c) as required by law or Partner Institutions rules; and (d) to enforce and protect our rights, including as needed in dispute resolution. Advance may also process Personal Data in accordance with the Privacy Policy. Where your Data is shared by us with our subcontractors, Advance will implement controls to reduce the risk of loss or accidental disclosure.
3.1.2. Data Related to Policyholders and Payees. You acknowledge, understand, and agree that we may require data and information related to your Policyholders and Payees to process Payments and Disbursements, such as banking information and other personal information (“Third Party Data”). You represent and warrant that you have received all authorizations and approvals necessary to provide us with such Third Party Data as we may require.
3.2. Consent to Share Data
You consent to us sharing any Company Data, Personal Data, Third Party Data or other Account information you provide (collectively, “Customer Data”) for any and all purposes we, or the Partner Institutions, deem necessary to provide the Services.
All information, data, text, documents, and other materials accessible or provided, either directly or indirectly (“Data”), are the sole responsibility of the party from whom such Data originated. You acknowledge and agree that we and the Partner Institutions may provide access to or rely on Data from third parties.
3.1. Customer Provided Data
You acknowledge and agree that you, and not Advance, are entirely responsible for: (i) your Data, such as financial account information of your Policyholders or Payees (if any), including ensuring the accuracy, completeness, and integrity of such Data; and (ii) giving all required notices and obtaining all necessary consents, as applicable, before submitting Data to us or the Partner Institutions or through the Services.
You further hereby represent and warrant that: (a) you have and have obtained all necessary rights and licenses to provide, submit, upload, email, transmit, or otherwise make available all of your Data for us to exercise our rights granted and fulfill our obligations set forth herein, including as necessary for us to process your Data in accordance with this Agreement; and (b) that your submission of your Data will not violate this Agreement or any laws applicable to such Data, including intellectual property laws and any privacy or data protection laws governing any personal or sensitive information.
3.1.1. Your Data. You acknowledge, understand and agree that, in accordance with our Privacy Policy and the other terms contained herein, Advance and Partner Institutions collect, process and share your Data, including Company Data and Personal Data, through your use of the Services and third-party services. We may use and share your Data (a) for identity verification, transaction analysis, fraud and loss prevention, and reporting; (b) to provide, maintain and improve the Services; (c) as required by law or Partner Institutions rules; and (d) to enforce and protect our rights, including as needed in dispute resolution. Advance may also process Personal Data in accordance with the Privacy Policy. Where your Data is shared by us with our subcontractors, Advance will implement controls to reduce the risk of loss or accidental disclosure.
3.1.2. Data Related to Policyholders and Payees. You acknowledge, understand, and agree that we may require data and information related to your Policyholders and Payees to process Payments and Disbursements, such as banking information and other personal information (“Third Party Data”). You represent and warrant that you have received all authorizations and approvals necessary to provide us with such Third Party Data as we may require.
3.2. Consent to Share Data
You consent to us sharing any Company Data, Personal Data, Third Party Data or other Account information you provide (collectively, “Customer Data”) for any and all purposes we, or the Partner Institutions, deem necessary to provide the Services.
All information, data, text, documents, and other materials accessible or provided, either directly or indirectly (“Data”), are the sole responsibility of the party from whom such Data originated. You acknowledge and agree that we and the Partner Institutions may provide access to or rely on Data from third parties.
3.1. Customer Provided Data
You acknowledge and agree that you, and not Advance, are entirely responsible for: (i) your Data, such as financial account information of your Policyholders or Payees (if any), including ensuring the accuracy, completeness, and integrity of such Data; and (ii) giving all required notices and obtaining all necessary consents, as applicable, before submitting Data to us or the Partner Institutions or through the Services.
You further hereby represent and warrant that: (a) you have and have obtained all necessary rights and licenses to provide, submit, upload, email, transmit, or otherwise make available all of your Data for us to exercise our rights granted and fulfill our obligations set forth herein, including as necessary for us to process your Data in accordance with this Agreement; and (b) that your submission of your Data will not violate this Agreement or any laws applicable to such Data, including intellectual property laws and any privacy or data protection laws governing any personal or sensitive information.
3.1.1. Your Data. You acknowledge, understand and agree that, in accordance with our Privacy Policy and the other terms contained herein, Advance and Partner Institutions collect, process and share your Data, including Company Data and Personal Data, through your use of the Services and third-party services. We may use and share your Data (a) for identity verification, transaction analysis, fraud and loss prevention, and reporting; (b) to provide, maintain and improve the Services; (c) as required by law or Partner Institutions rules; and (d) to enforce and protect our rights, including as needed in dispute resolution. Advance may also process Personal Data in accordance with the Privacy Policy. Where your Data is shared by us with our subcontractors, Advance will implement controls to reduce the risk of loss or accidental disclosure.
3.1.2. Data Related to Policyholders and Payees. You acknowledge, understand, and agree that we may require data and information related to your Policyholders and Payees to process Payments and Disbursements, such as banking information and other personal information (“Third Party Data”). You represent and warrant that you have received all authorizations and approvals necessary to provide us with such Third Party Data as we may require.
3.2. Consent to Share Data
You consent to us sharing any Company Data, Personal Data, Third Party Data or other Account information you provide (collectively, “Customer Data”) for any and all purposes we, or the Partner Institutions, deem necessary to provide the Services.
Partner Institutions
Partner Institutions
Partner Institutions
Our provision of the Services is subject to the agreements Advance has with our Partner Institutions. As a result, there are certain terms and provisions that we flow down to you and incorporate into this Agreement. You are not party to our agreements with our Partner Institutions, but you are bound to the terms we include in this Agreement.
4.1. Service Providers
Our Partner Institutions may elect to use, or require us to use, various service providers (the “Partner Institution Service Providers”). Partner Institution Service Providers may provide services including, but not limited to, compliance support, API provision, and ledger reconciliation. We and the Partner Institutions may share any and all information you provide with such Partner Institution Service Providers, for any and all purposes deemed necessary to maintain or manage the Custodial Accounts. We cannot provide an accurate or complete list of Partner Institution Service Providers now or at any point in the future. References herein to Partner Institutions shall be understood to also include Partner Institution Service Providers.
4.2. Partner Institution Reserved Rights
You agree to comply with the Partner Institutions’ requirements and eligibility decisions and to cooperate fully with Partner Institution requests or processes, whether communicated through us or directly by the Partner Institution.
4.2.1. Customer Eligibility. The Partner Institutions reserve the right to, in their sole discretion, deny or revoke your eligibility to fund, access, or benefit from a Custodial Account. Such denial or revocation may result in the suspension or termination of your Account. We will provide you with prompt notice of such denial or revocation, and, to the extent reasonable, work with you and the Partner Institution to resolve the Partner Institution’s denial or revocation.
4.2.2. Partner Institution Verification. The Partner Institutions also reserve the right, in their sole discretion, to:
Perform their own eligibility and identity verification pursuant to Sections 1.4 and 1.5;
Conduct their own, or require us to conduct additional, compliance and audit activities in accordance with or in addition to Section 5;
Request or require any information they deem necessary to maintain the Custodial Accounts or process Payments or Disbursements.
4.3. Your Data
We may, in our sole discretion, change Partner Institutions or add new Partner Institutions, and you consent to us sharing any Customer Data with any Partner Institution we may have, now or in the future.
Partner Institutions will have a right to Customer Data shared with them or related to the Custodial Accounts. They will retain such Customer Data in accordance with their privacy policies, including any applicable retention and disposal policies.
4.4. Custodial Accounts and Disclaimers
4.4.1. Custodial Accounts Control and Ownership. The Partner Institutions act as fiduciary custodians of the Custodial Account, and each Partner Institution maintains sole control over any Custodial Accounts it holds. You have a beneficial ownership interest in your Funds that are held in the Custodial Account. Advance has no legal, equitable, or other beneficial entitlement, interest, or other claim to the Custodial Accounts. Advance has no control over or access to the Custodial Accounts. Advance’s sole relationship to the Custodial Account is as a technology platform service provider and as your duly appointed agent to transmit your instructions to the bank.
4.4.2. Disbursement Transaction Refusal. Our Partner Institutions reserve the right to refuse to act on any Payment or Disbursement in their reasonable discretion. In the event that the Partner Institution refuses to act on any payment information, we will endeavor to: (i) provide you with prompt notice of such refusal, along with the reasoning for such refusal; and (ii) work with you and the Partner Institution to rectify such refusal. However, our ability to provide such information or work with the Partner Institution is in the Partner Institution’s reasonable discretion. You agree to cooperate in good faith with our attempts to rectify any such refusal and to provide such information as the Partner Institution may request.
4.4.3. Disclaimers. We and the Partner Institutions disclaim any liability for any delay or failure by any payment system in processing any Payment or Disbursement. Our Partner Institutions expressly disclaim: (i) any obligation to provide any form of advice to you; (ii) all representations and warranties of any kind regarding legal or compliance requirements related to your use of the Custodial Accounts; and (iii) any duties of oversight of Advance or your payment information.
4.5. Fund Reversals, Recalled Payments, and Overdrafts
4.5.1. Stop Disbursements, Reversals, and Recalls. You may request that we instruct the Partner Institution to cancel, stop payment of, reverse, or recall your Payments or Disbursements (collectively, “Fund Reversal”). Such Fund Reversal requests are subject to the Partner Institutions’ requirements and applicable law and network rules, and you agree to provide all information as may be required by the Partner Institutions and applicable law and network rules. We may reject unreasonable Fund Reversal requests or requests that do not comply with Partner Institution requirements. If your Fund Reversal request complies with the Partner Institution requirements, we will instruct the Partner Institution to institute a Fund Reversal. The Partner Institution shall process Fund Reversal requests: (i) in accordance with their policies; and (ii) subject to the acceptance and requirements of the other depositing or receiving institution (the “Counterparty Institution”) and its payment system. You shall be liable to us for any and all fees, penalties, or other charges (“Penalties”) arising out of such Fund Reversals, including such administrative fees as we may impose.
4.5.2. Recalled Disbursements. In the event that your Payment is returned, revoked, or recalled from or otherwise cancelled by the Counterparty Institution after arriving in the Custodial Account (a “Recalled Payment”), you shall be liable to us for any and all Penalties arising of such Recalled Payment, including such administrative fees as we may impose.
4.5.3. Overdrafts. In the event that your Fund Reversal or Recalled Payment results or could result in an overdraft of the Custodial Account, the Partner Institution is under no obligation to permit such an overdraft. If the Partner Institution does not permit an overdraft, your Fund Reversal or Recalled Payment may not be processed. You accept full liability for any Penalties imposed by Counterparty Institutions, Payees, or any other third party for failed or unprocessed Fund Reversals or Recalled Payments, and neither us nor the Partner Institution will indemnify you or hold you harmless for any such Penalties. Regardless of whether the Partner Institution permits an overdraft, you shall be liable for all Penalties charged by the Partner Institution relating thereto, including such administrative fees as we may impose.
4.6. Customer Rights and Protections
In the event that a Partner Institution makes a decision or performs an action that you reasonably believe is not in compliance with the terms herein, violates its fiduciary duty, or is unreasonably adverse to you (a “Non-Compliant Action”), we will investigate such Non-Compliant Action. If we, in our reasonable discretion, believe that such Non-Compliant Action violates the Partner Institution’s agreement with us, we will seek such reasonable remedies as may be available under said agreement. If we do not believe such Non-Compliant Action violates said agreement, we will notify you.
4.7. FDIC Part 370
If the Custodial Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then you acknowledge and agree that if the Partner Institution becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), you will: (a) cooperate fully with us, the Partner Institution and the FDIC in connection with determining the insured status of funds in the Custodial Account, and (b) provide us with such information as is required by the FDIC to identify each beneficial owner and its interest in the funds in each such Custodial Account immediately upon request, unless it falls within one of the enumerated exceptions in 12 CFR 370.S(b). The information described in Section 4.6(b) must be sent to us in the format specified by the FDIC (See: www.fdic.gov/regulations/resources/recordkeeping/index.html). To the extent possible, we shall provide you with an opportunity to validate your capability to deliver the information described in Section 4.7(b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Custodial Account can be completed.
You further acknowledge and agree that following a Bank Receivership: (i) a hold will be placed on the Custodial Account once a receiver of the Partner Institution is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for the Custodial Account; (ii) your failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds; and (iii) failure to provide the data the FDIC requires may result in the Custodial Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds. Notwithstanding other provisions of this Agreement, this Section 4.6 shall survive after the FDIC is appointed as the Partner Institution’s receiver, and the FDIC is considered a third-party beneficiary of this Section 4.7.
Our provision of the Services is subject to the agreements Advance has with our Partner Institutions. As a result, there are certain terms and provisions that we flow down to you and incorporate into this Agreement. You are not party to our agreements with our Partner Institutions, but you are bound to the terms we include in this Agreement.
4.1. Service Providers
Our Partner Institutions may elect to use, or require us to use, various service providers (the “Partner Institution Service Providers”). Partner Institution Service Providers may provide services including, but not limited to, compliance support, API provision, and ledger reconciliation. We and the Partner Institutions may share any and all information you provide with such Partner Institution Service Providers, for any and all purposes deemed necessary to maintain or manage the Custodial Accounts. We cannot provide an accurate or complete list of Partner Institution Service Providers now or at any point in the future. References herein to Partner Institutions shall be understood to also include Partner Institution Service Providers.
4.2. Partner Institution Reserved Rights
You agree to comply with the Partner Institutions’ requirements and eligibility decisions and to cooperate fully with Partner Institution requests or processes, whether communicated through us or directly by the Partner Institution.
4.2.1. Customer Eligibility. The Partner Institutions reserve the right to, in their sole discretion, deny or revoke your eligibility to fund, access, or benefit from a Custodial Account. Such denial or revocation may result in the suspension or termination of your Account. We will provide you with prompt notice of such denial or revocation, and, to the extent reasonable, work with you and the Partner Institution to resolve the Partner Institution’s denial or revocation.
4.2.2. Partner Institution Verification. The Partner Institutions also reserve the right, in their sole discretion, to:
Perform their own eligibility and identity verification pursuant to Sections 1.4 and 1.5;
Conduct their own, or require us to conduct additional, compliance and audit activities in accordance with or in addition to Section 5;
Request or require any information they deem necessary to maintain the Custodial Accounts or process Payments or Disbursements.
4.3. Your Data
We may, in our sole discretion, change Partner Institutions or add new Partner Institutions, and you consent to us sharing any Customer Data with any Partner Institution we may have, now or in the future.
Partner Institutions will have a right to Customer Data shared with them or related to the Custodial Accounts. They will retain such Customer Data in accordance with their privacy policies, including any applicable retention and disposal policies.
4.4. Custodial Accounts and Disclaimers
4.4.1. Custodial Accounts Control and Ownership. The Partner Institutions act as fiduciary custodians of the Custodial Account, and each Partner Institution maintains sole control over any Custodial Accounts it holds. You have a beneficial ownership interest in your Funds that are held in the Custodial Account. Advance has no legal, equitable, or other beneficial entitlement, interest, or other claim to the Custodial Accounts. Advance has no control over or access to the Custodial Accounts. Advance’s sole relationship to the Custodial Account is as a technology platform service provider and as your duly appointed agent to transmit your instructions to the bank.
4.4.2. Disbursement Transaction Refusal. Our Partner Institutions reserve the right to refuse to act on any Payment or Disbursement in their reasonable discretion. In the event that the Partner Institution refuses to act on any payment information, we will endeavor to: (i) provide you with prompt notice of such refusal, along with the reasoning for such refusal; and (ii) work with you and the Partner Institution to rectify such refusal. However, our ability to provide such information or work with the Partner Institution is in the Partner Institution’s reasonable discretion. You agree to cooperate in good faith with our attempts to rectify any such refusal and to provide such information as the Partner Institution may request.
4.4.3. Disclaimers. We and the Partner Institutions disclaim any liability for any delay or failure by any payment system in processing any Payment or Disbursement. Our Partner Institutions expressly disclaim: (i) any obligation to provide any form of advice to you; (ii) all representations and warranties of any kind regarding legal or compliance requirements related to your use of the Custodial Accounts; and (iii) any duties of oversight of Advance or your payment information.
4.5. Fund Reversals, Recalled Payments, and Overdrafts
4.5.1. Stop Disbursements, Reversals, and Recalls. You may request that we instruct the Partner Institution to cancel, stop payment of, reverse, or recall your Payments or Disbursements (collectively, “Fund Reversal”). Such Fund Reversal requests are subject to the Partner Institutions’ requirements and applicable law and network rules, and you agree to provide all information as may be required by the Partner Institutions and applicable law and network rules. We may reject unreasonable Fund Reversal requests or requests that do not comply with Partner Institution requirements. If your Fund Reversal request complies with the Partner Institution requirements, we will instruct the Partner Institution to institute a Fund Reversal. The Partner Institution shall process Fund Reversal requests: (i) in accordance with their policies; and (ii) subject to the acceptance and requirements of the other depositing or receiving institution (the “Counterparty Institution”) and its payment system. You shall be liable to us for any and all fees, penalties, or other charges (“Penalties”) arising out of such Fund Reversals, including such administrative fees as we may impose.
4.5.2. Recalled Disbursements. In the event that your Payment is returned, revoked, or recalled from or otherwise cancelled by the Counterparty Institution after arriving in the Custodial Account (a “Recalled Payment”), you shall be liable to us for any and all Penalties arising of such Recalled Payment, including such administrative fees as we may impose.
4.5.3. Overdrafts. In the event that your Fund Reversal or Recalled Payment results or could result in an overdraft of the Custodial Account, the Partner Institution is under no obligation to permit such an overdraft. If the Partner Institution does not permit an overdraft, your Fund Reversal or Recalled Payment may not be processed. You accept full liability for any Penalties imposed by Counterparty Institutions, Payees, or any other third party for failed or unprocessed Fund Reversals or Recalled Payments, and neither us nor the Partner Institution will indemnify you or hold you harmless for any such Penalties. Regardless of whether the Partner Institution permits an overdraft, you shall be liable for all Penalties charged by the Partner Institution relating thereto, including such administrative fees as we may impose.
4.6. Customer Rights and Protections
In the event that a Partner Institution makes a decision or performs an action that you reasonably believe is not in compliance with the terms herein, violates its fiduciary duty, or is unreasonably adverse to you (a “Non-Compliant Action”), we will investigate such Non-Compliant Action. If we, in our reasonable discretion, believe that such Non-Compliant Action violates the Partner Institution’s agreement with us, we will seek such reasonable remedies as may be available under said agreement. If we do not believe such Non-Compliant Action violates said agreement, we will notify you.
4.7. FDIC Part 370
If the Custodial Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then you acknowledge and agree that if the Partner Institution becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), you will: (a) cooperate fully with us, the Partner Institution and the FDIC in connection with determining the insured status of funds in the Custodial Account, and (b) provide us with such information as is required by the FDIC to identify each beneficial owner and its interest in the funds in each such Custodial Account immediately upon request, unless it falls within one of the enumerated exceptions in 12 CFR 370.S(b). The information described in Section 4.6(b) must be sent to us in the format specified by the FDIC (See: www.fdic.gov/regulations/resources/recordkeeping/index.html). To the extent possible, we shall provide you with an opportunity to validate your capability to deliver the information described in Section 4.7(b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Custodial Account can be completed.
You further acknowledge and agree that following a Bank Receivership: (i) a hold will be placed on the Custodial Account once a receiver of the Partner Institution is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for the Custodial Account; (ii) your failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds; and (iii) failure to provide the data the FDIC requires may result in the Custodial Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds. Notwithstanding other provisions of this Agreement, this Section 4.6 shall survive after the FDIC is appointed as the Partner Institution’s receiver, and the FDIC is considered a third-party beneficiary of this Section 4.7.
Our provision of the Services is subject to the agreements Advance has with our Partner Institutions. As a result, there are certain terms and provisions that we flow down to you and incorporate into this Agreement. You are not party to our agreements with our Partner Institutions, but you are bound to the terms we include in this Agreement.
4.1. Service Providers
Our Partner Institutions may elect to use, or require us to use, various service providers (the “Partner Institution Service Providers”). Partner Institution Service Providers may provide services including, but not limited to, compliance support, API provision, and ledger reconciliation. We and the Partner Institutions may share any and all information you provide with such Partner Institution Service Providers, for any and all purposes deemed necessary to maintain or manage the Custodial Accounts. We cannot provide an accurate or complete list of Partner Institution Service Providers now or at any point in the future. References herein to Partner Institutions shall be understood to also include Partner Institution Service Providers.
4.2. Partner Institution Reserved Rights
You agree to comply with the Partner Institutions’ requirements and eligibility decisions and to cooperate fully with Partner Institution requests or processes, whether communicated through us or directly by the Partner Institution.
4.2.1. Customer Eligibility. The Partner Institutions reserve the right to, in their sole discretion, deny or revoke your eligibility to fund, access, or benefit from a Custodial Account. Such denial or revocation may result in the suspension or termination of your Account. We will provide you with prompt notice of such denial or revocation, and, to the extent reasonable, work with you and the Partner Institution to resolve the Partner Institution’s denial or revocation.
4.2.2. Partner Institution Verification. The Partner Institutions also reserve the right, in their sole discretion, to:
Perform their own eligibility and identity verification pursuant to Sections 1.4 and 1.5;
Conduct their own, or require us to conduct additional, compliance and audit activities in accordance with or in addition to Section 5;
Request or require any information they deem necessary to maintain the Custodial Accounts or process Payments or Disbursements.
4.3. Your Data
We may, in our sole discretion, change Partner Institutions or add new Partner Institutions, and you consent to us sharing any Customer Data with any Partner Institution we may have, now or in the future.
Partner Institutions will have a right to Customer Data shared with them or related to the Custodial Accounts. They will retain such Customer Data in accordance with their privacy policies, including any applicable retention and disposal policies.
4.4. Custodial Accounts and Disclaimers
4.4.1. Custodial Accounts Control and Ownership. The Partner Institutions act as fiduciary custodians of the Custodial Account, and each Partner Institution maintains sole control over any Custodial Accounts it holds. You have a beneficial ownership interest in your Funds that are held in the Custodial Account. Advance has no legal, equitable, or other beneficial entitlement, interest, or other claim to the Custodial Accounts. Advance has no control over or access to the Custodial Accounts. Advance’s sole relationship to the Custodial Account is as a technology platform service provider and as your duly appointed agent to transmit your instructions to the bank.
4.4.2. Disbursement Transaction Refusal. Our Partner Institutions reserve the right to refuse to act on any Payment or Disbursement in their reasonable discretion. In the event that the Partner Institution refuses to act on any payment information, we will endeavor to: (i) provide you with prompt notice of such refusal, along with the reasoning for such refusal; and (ii) work with you and the Partner Institution to rectify such refusal. However, our ability to provide such information or work with the Partner Institution is in the Partner Institution’s reasonable discretion. You agree to cooperate in good faith with our attempts to rectify any such refusal and to provide such information as the Partner Institution may request.
4.4.3. Disclaimers. We and the Partner Institutions disclaim any liability for any delay or failure by any payment system in processing any Payment or Disbursement. Our Partner Institutions expressly disclaim: (i) any obligation to provide any form of advice to you; (ii) all representations and warranties of any kind regarding legal or compliance requirements related to your use of the Custodial Accounts; and (iii) any duties of oversight of Advance or your payment information.
4.5. Fund Reversals, Recalled Payments, and Overdrafts
4.5.1. Stop Disbursements, Reversals, and Recalls. You may request that we instruct the Partner Institution to cancel, stop payment of, reverse, or recall your Payments or Disbursements (collectively, “Fund Reversal”). Such Fund Reversal requests are subject to the Partner Institutions’ requirements and applicable law and network rules, and you agree to provide all information as may be required by the Partner Institutions and applicable law and network rules. We may reject unreasonable Fund Reversal requests or requests that do not comply with Partner Institution requirements. If your Fund Reversal request complies with the Partner Institution requirements, we will instruct the Partner Institution to institute a Fund Reversal. The Partner Institution shall process Fund Reversal requests: (i) in accordance with their policies; and (ii) subject to the acceptance and requirements of the other depositing or receiving institution (the “Counterparty Institution”) and its payment system. You shall be liable to us for any and all fees, penalties, or other charges (“Penalties”) arising out of such Fund Reversals, including such administrative fees as we may impose.
4.5.2. Recalled Disbursements. In the event that your Payment is returned, revoked, or recalled from or otherwise cancelled by the Counterparty Institution after arriving in the Custodial Account (a “Recalled Payment”), you shall be liable to us for any and all Penalties arising of such Recalled Payment, including such administrative fees as we may impose.
4.5.3. Overdrafts. In the event that your Fund Reversal or Recalled Payment results or could result in an overdraft of the Custodial Account, the Partner Institution is under no obligation to permit such an overdraft. If the Partner Institution does not permit an overdraft, your Fund Reversal or Recalled Payment may not be processed. You accept full liability for any Penalties imposed by Counterparty Institutions, Payees, or any other third party for failed or unprocessed Fund Reversals or Recalled Payments, and neither us nor the Partner Institution will indemnify you or hold you harmless for any such Penalties. Regardless of whether the Partner Institution permits an overdraft, you shall be liable for all Penalties charged by the Partner Institution relating thereto, including such administrative fees as we may impose.
4.6. Customer Rights and Protections
In the event that a Partner Institution makes a decision or performs an action that you reasonably believe is not in compliance with the terms herein, violates its fiduciary duty, or is unreasonably adverse to you (a “Non-Compliant Action”), we will investigate such Non-Compliant Action. If we, in our reasonable discretion, believe that such Non-Compliant Action violates the Partner Institution’s agreement with us, we will seek such reasonable remedies as may be available under said agreement. If we do not believe such Non-Compliant Action violates said agreement, we will notify you.
4.7. FDIC Part 370
If the Custodial Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then you acknowledge and agree that if the Partner Institution becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), you will: (a) cooperate fully with us, the Partner Institution and the FDIC in connection with determining the insured status of funds in the Custodial Account, and (b) provide us with such information as is required by the FDIC to identify each beneficial owner and its interest in the funds in each such Custodial Account immediately upon request, unless it falls within one of the enumerated exceptions in 12 CFR 370.S(b). The information described in Section 4.6(b) must be sent to us in the format specified by the FDIC (See: www.fdic.gov/regulations/resources/recordkeeping/index.html). To the extent possible, we shall provide you with an opportunity to validate your capability to deliver the information described in Section 4.7(b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Custodial Account can be completed.
You further acknowledge and agree that following a Bank Receivership: (i) a hold will be placed on the Custodial Account once a receiver of the Partner Institution is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for the Custodial Account; (ii) your failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds; and (iii) failure to provide the data the FDIC requires may result in the Custodial Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds. Notwithstanding other provisions of this Agreement, this Section 4.6 shall survive after the FDIC is appointed as the Partner Institution’s receiver, and the FDIC is considered a third-party beneficiary of this Section 4.7.
Compliance and Audit
Compliance and Audit
Compliance and Audit
You agree to fully comply and cooperate with any and all compliance and audit requirements under this Agreement. You also agree to fully comply and cooperate with any compliance or audit requests we make in addition to those contained herein. Your failure to comply with this Section 5 will constitute a material breach, and we reserve the right to suspend your access to the Services until you have cured such breach.
5.1. Compliance Management System
To comply with Advance’s agreements with Partner Institutions and applicable law, we will administer and maintain a compliance management system (“CMS”):
For identity verification purposes, in accordance with Section 1.5;
To prevent and detect money laundering and terrorist financing;
To prevent violation of sanctions and controls laws administered by OFAC of the US Department of Treasury or by the Bureau of Export Administration;
To prevent unfair or deceptive acts or practices (“UDAAP”);
To identify and flag potential fraud, identity theft, or unusual activities; and
To comply with Partner Institutions’ compliance reporting and audit requirements and applicable law.
You are responsible for allowing us access to or providing all information required or requested by or for the CMS. In the event that your use of the Services is flagged by our CMS or otherwise identified as potentially suspicious, we reserve the right to suspend your use of the Services until we have completed an investigation that we deem appropriate in light of the information identified. You agree to fully cooperate with any such investigation and provide all information that we may request.
5.2. Audits
5.2.1. Internal Audits. We may conduct internal audits from time to time. You agree to cooperate with such audits. With at least twenty (20) business days’ prior notice, and no more frequently than once per calendar year, we and our duly authorized representatives may visit your business premises and examine any and all books and records that pertain to this Agreement. Such examination will be conducted at our expense, in a manner that does not materially disrupt your business, and during normal business hours.
5.2.2. External Audits. We are subject to audit, examination and information requests from the Partner Institutions and governmental agencies or regulatory authorities having jurisdiction over the Custodial Accounts or the Services (collectively, “Auditors”). You agree to cooperate with such audits, examinations and information requests. If we or the Auditors reasonably determine that access to your applicable books and records is necessary, we and our duly authorized representatives or the Auditors may visit your business premises and examine any and all books and records that pertain to this Agreement. We will use commercially reasonable efforts, to the extent legally permissible, to provide at least ten (10) business days’ prior notice (or such notice period as may be necessary or required by any Auditor).
5.3. Updates
We reserve the right to update compliance and audit requirements from time to time as we deem fit or as required by our agreements with Partner Institutions or applicable law. We will endeavor to notify you of any material changes to compliance and audit requirements.
You agree to fully comply and cooperate with any and all compliance and audit requirements under this Agreement. You also agree to fully comply and cooperate with any compliance or audit requests we make in addition to those contained herein. Your failure to comply with this Section 5 will constitute a material breach, and we reserve the right to suspend your access to the Services until you have cured such breach.
5.1. Compliance Management System
To comply with Advance’s agreements with Partner Institutions and applicable law, we will administer and maintain a compliance management system (“CMS”):
For identity verification purposes, in accordance with Section 1.5;
To prevent and detect money laundering and terrorist financing;
To prevent violation of sanctions and controls laws administered by OFAC of the US Department of Treasury or by the Bureau of Export Administration;
To prevent unfair or deceptive acts or practices (“UDAAP”);
To identify and flag potential fraud, identity theft, or unusual activities; and
To comply with Partner Institutions’ compliance reporting and audit requirements and applicable law.
You are responsible for allowing us access to or providing all information required or requested by or for the CMS. In the event that your use of the Services is flagged by our CMS or otherwise identified as potentially suspicious, we reserve the right to suspend your use of the Services until we have completed an investigation that we deem appropriate in light of the information identified. You agree to fully cooperate with any such investigation and provide all information that we may request.
5.2. Audits
5.2.1. Internal Audits. We may conduct internal audits from time to time. You agree to cooperate with such audits. With at least twenty (20) business days’ prior notice, and no more frequently than once per calendar year, we and our duly authorized representatives may visit your business premises and examine any and all books and records that pertain to this Agreement. Such examination will be conducted at our expense, in a manner that does not materially disrupt your business, and during normal business hours.
5.2.2. External Audits. We are subject to audit, examination and information requests from the Partner Institutions and governmental agencies or regulatory authorities having jurisdiction over the Custodial Accounts or the Services (collectively, “Auditors”). You agree to cooperate with such audits, examinations and information requests. If we or the Auditors reasonably determine that access to your applicable books and records is necessary, we and our duly authorized representatives or the Auditors may visit your business premises and examine any and all books and records that pertain to this Agreement. We will use commercially reasonable efforts, to the extent legally permissible, to provide at least ten (10) business days’ prior notice (or such notice period as may be necessary or required by any Auditor).
5.3. Updates
We reserve the right to update compliance and audit requirements from time to time as we deem fit or as required by our agreements with Partner Institutions or applicable law. We will endeavor to notify you of any material changes to compliance and audit requirements.
You agree to fully comply and cooperate with any and all compliance and audit requirements under this Agreement. You also agree to fully comply and cooperate with any compliance or audit requests we make in addition to those contained herein. Your failure to comply with this Section 5 will constitute a material breach, and we reserve the right to suspend your access to the Services until you have cured such breach.
5.1. Compliance Management System
To comply with Advance’s agreements with Partner Institutions and applicable law, we will administer and maintain a compliance management system (“CMS”):
For identity verification purposes, in accordance with Section 1.5;
To prevent and detect money laundering and terrorist financing;
To prevent violation of sanctions and controls laws administered by OFAC of the US Department of Treasury or by the Bureau of Export Administration;
To prevent unfair or deceptive acts or practices (“UDAAP”);
To identify and flag potential fraud, identity theft, or unusual activities; and
To comply with Partner Institutions’ compliance reporting and audit requirements and applicable law.
You are responsible for allowing us access to or providing all information required or requested by or for the CMS. In the event that your use of the Services is flagged by our CMS or otherwise identified as potentially suspicious, we reserve the right to suspend your use of the Services until we have completed an investigation that we deem appropriate in light of the information identified. You agree to fully cooperate with any such investigation and provide all information that we may request.
5.2. Audits
5.2.1. Internal Audits. We may conduct internal audits from time to time. You agree to cooperate with such audits. With at least twenty (20) business days’ prior notice, and no more frequently than once per calendar year, we and our duly authorized representatives may visit your business premises and examine any and all books and records that pertain to this Agreement. Such examination will be conducted at our expense, in a manner that does not materially disrupt your business, and during normal business hours.
5.2.2. External Audits. We are subject to audit, examination and information requests from the Partner Institutions and governmental agencies or regulatory authorities having jurisdiction over the Custodial Accounts or the Services (collectively, “Auditors”). You agree to cooperate with such audits, examinations and information requests. If we or the Auditors reasonably determine that access to your applicable books and records is necessary, we and our duly authorized representatives or the Auditors may visit your business premises and examine any and all books and records that pertain to this Agreement. We will use commercially reasonable efforts, to the extent legally permissible, to provide at least ten (10) business days’ prior notice (or such notice period as may be necessary or required by any Auditor).
5.3. Updates
We reserve the right to update compliance and audit requirements from time to time as we deem fit or as required by our agreements with Partner Institutions or applicable law. We will endeavor to notify you of any material changes to compliance and audit requirements.
Funding Methods Authorization
Funding Methods Authorization
Funding Methods Authorization
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT LINKED ACCOUNTS OR YOUR ACCOUNT FOR DEPOSITS AND PAYMENTS. PLEASE READ IT THOROUGHLY.
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT LINKED ACCOUNTS OR YOUR ACCOUNT FOR DEPOSITS AND PAYMENTS. PLEASE READ IT THOROUGHLY.
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT LINKED ACCOUNTS OR YOUR ACCOUNT FOR DEPOSITS AND PAYMENTS. PLEASE READ IT THOROUGHLY.
You, all Policyholder payors, and all Payees must have a valid means to initiate a Payment or initiate or receive a Disbursement (a “Linked Account”), which may include a U.S. address and/or U.S. bank account, as required by applicable law, payment network rules, and the policies of the relevant Partner Institution. If you are not the owner of a Linked Account, you have received all authorizations and approvals necessary to grant us the authorizations described in this Section 6.
6.1. Supported Funding Disbursement Methods
Supported Funding Methods for Payments may include Automated Clearinghouse (“ACH”)debits and supported credit cards or debit cards, as applicable. Supported Funding Methods for Disbursements may include , and Payees may receive funds via, ACH debits, wire transfer, physical checks, or other supported disbursement channels.
6.2. Funding Method Authorization
You authorize us, Partner Institutions, and their assigns to process: (i) Payments by debiting funds from the Linked Accounts; and (ii) Disbursements by debiting funds from your Account. You also authorize us to debit Linked Accounts for verification purposes (through microdeposits or similar means).
6.3. Funding Method Restrictions
All Funding Methods are subject to their respective terms and conditions. Advance’s rights and authority in processing your Payment or Disbursements may supersede those terms.
6.4. Additional ACH Terms.
If we use the ACH network, debits will be governed by the rules established by NACHA for business-related ACH debits and the following terms:
6.4.1. ACH Entry Authorizations: As the Originator of ACH transactions, you represent and warrant that you have obtained all necessary authorizations from your Policyholders, Payees or other customers to debit or credit their accounts. Advance acts as a Third Party Sender and, together with its ACH service providers and Originating Depository Financial Institutions (“ODF”) banks, will facilitate your ACH transactions. You are solely responsible for the accuracy and validity of ACH transaction information.
6.4.2. Timing of Funds, Limits, and Charges: Funds availability will depend on settlement times agreed upon. Advance or its ACH service provider may impose origination limits. Charges for ACH origination, returns, and related services will be billed to you by Advance.
6.4.3. Termination and Suspension: Advance or its ACH service provider or ODFI banks may suspend or terminate your access to the ACH Network for violation of the Nacha Rules or if required by an ODFI bank or if your return rates exceed acceptable limits.
6.4.4. Requests for Compliance Information: You agree to promptly provide information and documentation requested by Advance, its ACH service provider, or ODFI banks to ensure compliance with NACHA Rules and applicable law. Failure to do so may result in immediate suspension or termination of your ACH access.
6.4.5. Warranty: As an Originator, you warrant that no ACH transaction will violate U.S. laws, regulations, or sanctions or other applicable law, or cause Advance, its ACH service providers, or ODFI banks to violate any laws.
6.4.6. Nested Third Party Senders: You must not submit ACH Network transactions as a Nested Third Party Sender through the Services.
6.5. Restricted Transactions
You may not use the Services for certain prohibited activities, including but not limited to:
Adult entertainment
Gambling (legal or illegal)
Weapons and firearms
Illegal substances (as determined by Advance in its reasonable discretion).
6.6. Supported Card Networks
The Services may accept Payments using cards issued on certain networks such as Visa®, MasterCard®, and Discover®.
6.7. Funding Method Representations
By adding a Funding Method, you represent and warrant that:
You have authority to disclose the Funding Method information and to grant us the authorizations described herein;
You authorize Advance to initiate debit or credit entries as instructed;
All Payments and Disbursements comply with U.S. and other applicable law and payment network rules;
You will only use the Services for commercial purposes.
You, all Policyholder payors, and all Payees must have a valid means to initiate a Payment or initiate or receive a Disbursement (a “Linked Account”), which may include a U.S. address and/or U.S. bank account, as required by applicable law, payment network rules, and the policies of the relevant Partner Institution. If you are not the owner of a Linked Account, you have received all authorizations and approvals necessary to grant us the authorizations described in this Section 6.
6.1. Supported Funding Disbursement Methods
Supported Funding Methods for Payments may include Automated Clearinghouse (“ACH”)debits and supported credit cards or debit cards, as applicable. Supported Funding Methods for Disbursements may include , and Payees may receive funds via, ACH debits, wire transfer, physical checks, or other supported disbursement channels.
6.2. Funding Method Authorization
You authorize us, Partner Institutions, and their assigns to process: (i) Payments by debiting funds from the Linked Accounts; and (ii) Disbursements by debiting funds from your Account. You also authorize us to debit Linked Accounts for verification purposes (through microdeposits or similar means).
6.3. Funding Method Restrictions
All Funding Methods are subject to their respective terms and conditions. Advance’s rights and authority in processing your Payment or Disbursements may supersede those terms.
6.4. Additional ACH Terms.
If we use the ACH network, debits will be governed by the rules established by NACHA for business-related ACH debits and the following terms:
6.4.1. ACH Entry Authorizations: As the Originator of ACH transactions, you represent and warrant that you have obtained all necessary authorizations from your Policyholders, Payees or other customers to debit or credit their accounts. Advance acts as a Third Party Sender and, together with its ACH service providers and Originating Depository Financial Institutions (“ODF”) banks, will facilitate your ACH transactions. You are solely responsible for the accuracy and validity of ACH transaction information.
6.4.2. Timing of Funds, Limits, and Charges: Funds availability will depend on settlement times agreed upon. Advance or its ACH service provider may impose origination limits. Charges for ACH origination, returns, and related services will be billed to you by Advance.
6.4.3. Termination and Suspension: Advance or its ACH service provider or ODFI banks may suspend or terminate your access to the ACH Network for violation of the Nacha Rules or if required by an ODFI bank or if your return rates exceed acceptable limits.
6.4.4. Requests for Compliance Information: You agree to promptly provide information and documentation requested by Advance, its ACH service provider, or ODFI banks to ensure compliance with NACHA Rules and applicable law. Failure to do so may result in immediate suspension or termination of your ACH access.
6.4.5. Warranty: As an Originator, you warrant that no ACH transaction will violate U.S. laws, regulations, or sanctions or other applicable law, or cause Advance, its ACH service providers, or ODFI banks to violate any laws.
6.4.6. Nested Third Party Senders: You must not submit ACH Network transactions as a Nested Third Party Sender through the Services.
6.5. Restricted Transactions
You may not use the Services for certain prohibited activities, including but not limited to:
Adult entertainment
Gambling (legal or illegal)
Weapons and firearms
Illegal substances (as determined by Advance in its reasonable discretion).
6.6. Supported Card Networks
The Services may accept Payments using cards issued on certain networks such as Visa®, MasterCard®, and Discover®.
6.7. Funding Method Representations
By adding a Funding Method, you represent and warrant that:
You have authority to disclose the Funding Method information and to grant us the authorizations described herein;
You authorize Advance to initiate debit or credit entries as instructed;
All Payments and Disbursements comply with U.S. and other applicable law and payment network rules;
You will only use the Services for commercial purposes.
You, all Policyholder payors, and all Payees must have a valid means to initiate a Payment or initiate or receive a Disbursement (a “Linked Account”), which may include a U.S. address and/or U.S. bank account, as required by applicable law, payment network rules, and the policies of the relevant Partner Institution. If you are not the owner of a Linked Account, you have received all authorizations and approvals necessary to grant us the authorizations described in this Section 6.
6.1. Supported Funding Disbursement Methods
Supported Funding Methods for Payments may include Automated Clearinghouse (“ACH”)debits and supported credit cards or debit cards, as applicable. Supported Funding Methods for Disbursements may include , and Payees may receive funds via, ACH debits, wire transfer, physical checks, or other supported disbursement channels.
6.2. Funding Method Authorization
You authorize us, Partner Institutions, and their assigns to process: (i) Payments by debiting funds from the Linked Accounts; and (ii) Disbursements by debiting funds from your Account. You also authorize us to debit Linked Accounts for verification purposes (through microdeposits or similar means).
6.3. Funding Method Restrictions
All Funding Methods are subject to their respective terms and conditions. Advance’s rights and authority in processing your Payment or Disbursements may supersede those terms.
6.4. Additional ACH Terms.
If we use the ACH network, debits will be governed by the rules established by NACHA for business-related ACH debits and the following terms:
6.4.1. ACH Entry Authorizations: As the Originator of ACH transactions, you represent and warrant that you have obtained all necessary authorizations from your Policyholders, Payees or other customers to debit or credit their accounts. Advance acts as a Third Party Sender and, together with its ACH service providers and Originating Depository Financial Institutions (“ODF”) banks, will facilitate your ACH transactions. You are solely responsible for the accuracy and validity of ACH transaction information.
6.4.2. Timing of Funds, Limits, and Charges: Funds availability will depend on settlement times agreed upon. Advance or its ACH service provider may impose origination limits. Charges for ACH origination, returns, and related services will be billed to you by Advance.
6.4.3. Termination and Suspension: Advance or its ACH service provider or ODFI banks may suspend or terminate your access to the ACH Network for violation of the Nacha Rules or if required by an ODFI bank or if your return rates exceed acceptable limits.
6.4.4. Requests for Compliance Information: You agree to promptly provide information and documentation requested by Advance, its ACH service provider, or ODFI banks to ensure compliance with NACHA Rules and applicable law. Failure to do so may result in immediate suspension or termination of your ACH access.
6.4.5. Warranty: As an Originator, you warrant that no ACH transaction will violate U.S. laws, regulations, or sanctions or other applicable law, or cause Advance, its ACH service providers, or ODFI banks to violate any laws.
6.4.6. Nested Third Party Senders: You must not submit ACH Network transactions as a Nested Third Party Sender through the Services.
6.5. Restricted Transactions
You may not use the Services for certain prohibited activities, including but not limited to:
Adult entertainment
Gambling (legal or illegal)
Weapons and firearms
Illegal substances (as determined by Advance in its reasonable discretion).
6.6. Supported Card Networks
The Services may accept Payments using cards issued on certain networks such as Visa®, MasterCard®, and Discover®.
6.7. Funding Method Representations
By adding a Funding Method, you represent and warrant that:
You have authority to disclose the Funding Method information and to grant us the authorizations described herein;
You authorize Advance to initiate debit or credit entries as instructed;
All Payments and Disbursements comply with U.S. and other applicable law and payment network rules;
You will only use the Services for commercial purposes.
Payments and Disbursements
Payments and Disbursements
Payments and Disbursements
7.1. Necessary Disbursement Data
To initiate a Disbursement, you must specify required information, including Payee details, Funding Method, and Disbursement amount. You are responsible for verifying the accuracy of all provided information. Advance is not liable for consequences arising from inaccurate or incomplete information.
If you have issues or questions regarding a Disbursement, contact support at info@advancehq.com.
7.2. Payment and Disbursement Authorization
By submitting a Payment or Disbursement, you authorize Advance and its Partner Institutions to act on your instructions, including debiting Linked Accounts through applicable Funding Methods and disbursing funds to Payees. You acknowledge and agree that, if you deny having authorized a Payment or Disbursement when in fact you have authorized it, and if as a result of any such denial the Payment or Disbursement fails or is reversed, or if the Transaction Disbursement fails or is reversed due to your breach of any of your representations, warranties and covenants hereunder, you shall be in material breach of this Agreement and liable to Advance for the full amount of such Payment or Disbursement.
7.3. Disbursement Processing
Immediate Payments and Disbursements require successful Funding Method authorization at submission. Future-dated Payments and Disbursements require successful authorization on the specified processing date. If authorization fails, the Payment or Disbursement will not be processed.
7.4. Disbursement Refunds
Advance may initiate refunds if a Disbursement has not yet been received by the Payee, in accordance with the terms of Section 4.5. Once the Payee has received or deposited the funds, you must contact the Payee directly for a refund. Advance is not responsible for Payee-imposed fees arising from refunds.
7.1. Necessary Disbursement Data
To initiate a Disbursement, you must specify required information, including Payee details, Funding Method, and Disbursement amount. You are responsible for verifying the accuracy of all provided information. Advance is not liable for consequences arising from inaccurate or incomplete information.
If you have issues or questions regarding a Disbursement, contact support at info@advancehq.com.
7.2. Payment and Disbursement Authorization
By submitting a Payment or Disbursement, you authorize Advance and its Partner Institutions to act on your instructions, including debiting Linked Accounts through applicable Funding Methods and disbursing funds to Payees. You acknowledge and agree that, if you deny having authorized a Payment or Disbursement when in fact you have authorized it, and if as a result of any such denial the Payment or Disbursement fails or is reversed, or if the Transaction Disbursement fails or is reversed due to your breach of any of your representations, warranties and covenants hereunder, you shall be in material breach of this Agreement and liable to Advance for the full amount of such Payment or Disbursement.
7.3. Disbursement Processing
Immediate Payments and Disbursements require successful Funding Method authorization at submission. Future-dated Payments and Disbursements require successful authorization on the specified processing date. If authorization fails, the Payment or Disbursement will not be processed.
7.4. Disbursement Refunds
Advance may initiate refunds if a Disbursement has not yet been received by the Payee, in accordance with the terms of Section 4.5. Once the Payee has received or deposited the funds, you must contact the Payee directly for a refund. Advance is not responsible for Payee-imposed fees arising from refunds.
7.1. Necessary Disbursement Data
To initiate a Disbursement, you must specify required information, including Payee details, Funding Method, and Disbursement amount. You are responsible for verifying the accuracy of all provided information. Advance is not liable for consequences arising from inaccurate or incomplete information.
If you have issues or questions regarding a Disbursement, contact support at info@advancehq.com.
7.2. Payment and Disbursement Authorization
By submitting a Payment or Disbursement, you authorize Advance and its Partner Institutions to act on your instructions, including debiting Linked Accounts through applicable Funding Methods and disbursing funds to Payees. You acknowledge and agree that, if you deny having authorized a Payment or Disbursement when in fact you have authorized it, and if as a result of any such denial the Payment or Disbursement fails or is reversed, or if the Transaction Disbursement fails or is reversed due to your breach of any of your representations, warranties and covenants hereunder, you shall be in material breach of this Agreement and liable to Advance for the full amount of such Payment or Disbursement.
7.3. Disbursement Processing
Immediate Payments and Disbursements require successful Funding Method authorization at submission. Future-dated Payments and Disbursements require successful authorization on the specified processing date. If authorization fails, the Payment or Disbursement will not be processed.
7.4. Disbursement Refunds
Advance may initiate refunds if a Disbursement has not yet been received by the Payee, in accordance with the terms of Section 4.5. Once the Payee has received or deposited the funds, you must contact the Payee directly for a refund. Advance is not responsible for Payee-imposed fees arising from refunds.
Confidential Information
Confidential Information
Confidential Information
“Confidential Information” means non-public information in any form that is designated as confidential prior to disclosure or should reasonably be understood to be confidential due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information includes any non-public portions of the Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available (other than by disclosure by Recipient (as defined below) in violation of the Agreement); (ii) is independently developed by Recipient without use of Discloser’s (as defined below) Confidential Information; or (iii) is rightfully obtained by Recipient from third parties without an obligation of confidentiality.
8.1. Restrictions on Use.
In connection with the Agreement, a party may receive (“Recipient”) Confidential Information from the other party (“Discloser”). Except as allowed in Section 8.2 below, Recipient shall hold Discloser’s Confidential Information in confidence and shall not disclose any such Confidential Information to any third party, other than (i) to its employees, contractors, service providers, advisors and affiliates who need to know such Confidential Information and who are bound by confidentiality restrictions comparable to and no less restrictive than those set forth herein; and (ii) as expressly set forth in the Agreement and/or Privacy Policy. To protect Discloser’s Confidential Information, Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care).
8.2. Exceptions.
Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) where requested by a Partner Institution.
“Confidential Information” means non-public information in any form that is designated as confidential prior to disclosure or should reasonably be understood to be confidential due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information includes any non-public portions of the Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available (other than by disclosure by Recipient (as defined below) in violation of the Agreement); (ii) is independently developed by Recipient without use of Discloser’s (as defined below) Confidential Information; or (iii) is rightfully obtained by Recipient from third parties without an obligation of confidentiality.
8.1. Restrictions on Use.
In connection with the Agreement, a party may receive (“Recipient”) Confidential Information from the other party (“Discloser”). Except as allowed in Section 8.2 below, Recipient shall hold Discloser’s Confidential Information in confidence and shall not disclose any such Confidential Information to any third party, other than (i) to its employees, contractors, service providers, advisors and affiliates who need to know such Confidential Information and who are bound by confidentiality restrictions comparable to and no less restrictive than those set forth herein; and (ii) as expressly set forth in the Agreement and/or Privacy Policy. To protect Discloser’s Confidential Information, Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care).
8.2. Exceptions.
Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) where requested by a Partner Institution.
“Confidential Information” means non-public information in any form that is designated as confidential prior to disclosure or should reasonably be understood to be confidential due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information includes any non-public portions of the Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available (other than by disclosure by Recipient (as defined below) in violation of the Agreement); (ii) is independently developed by Recipient without use of Discloser’s (as defined below) Confidential Information; or (iii) is rightfully obtained by Recipient from third parties without an obligation of confidentiality.
8.1. Restrictions on Use.
In connection with the Agreement, a party may receive (“Recipient”) Confidential Information from the other party (“Discloser”). Except as allowed in Section 8.2 below, Recipient shall hold Discloser’s Confidential Information in confidence and shall not disclose any such Confidential Information to any third party, other than (i) to its employees, contractors, service providers, advisors and affiliates who need to know such Confidential Information and who are bound by confidentiality restrictions comparable to and no less restrictive than those set forth herein; and (ii) as expressly set forth in the Agreement and/or Privacy Policy. To protect Discloser’s Confidential Information, Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care).
8.2. Exceptions.
Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory, or legislative body of competent jurisdiction; (iii) in connection with any regulatory report, audit, or inquiry; or (iv) where requested by a Partner Institution.
Proprietary Information
Proprietary Information
Proprietary Information
9.1. Advance Intellectual Property
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on through the Services (collectively, “Advance IP”) is owned, controlled or licensed by or to us or our Partner Institutions, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in this Agreement, no part of the Services may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Services pursuant to this Agreement, we retain all right, title and interest in and to the Advance IP and Services, including all related intellectual property contained therein.
Certain features of the Services may allow you to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute, post and publish such Materials to and with us, either because you are the author or because you have the appropriate distribution rights, licenses, consents, and/or written permissions to use such Materials from the copyright or other owner. You hereby grant us and our authorized personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable license to use, copy, perform, display, publish, distribute and create derivative works of such Materials as we deem appropriate to perform the Services and in accordance with these Terms. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services.
9.2. Trademarks
Advance (including the Advance logo), advancehq.com and all other and related logos and associated goodwill of Advance used and exhibited on or in connection with the Services (collectively, the “Advance Trademarks”) are trademarks or service marks of Advance. Other company, product, and service names and logos used and exhibited on or in connection with the Services may be trademarks or service marks owned by others. Nothing in the Services should be interpreted as allowing, by association, estoppel, or otherwise, any license or right to use any of the Advance Trademarks displayed on the Services without our prior written permission in each case. You may not use, copy, display, distribute, modify or reproduce any of the Advance Trademarks found on the Services unless following written permission by us. We forbid use of any of the Advance Trademarks as part of a link to or from any site unless such a link is approved, prior, in writing by us. Any questions concerning any Advance Trademarks, or whether any mark or logo is an Advance Trademark, should be referred to Advance via help@advancehq.com .
9.3. De-Identified Data and Other Data Uses
Advance may generate, use and disclose data derived from Company Data or Personal Data or otherwise relating to you and your use of the Services that has been de-identified, anonymized or aggregated (“De-Identified Data”) for our own business purposes, including to develop and improve our products, and services, and marketing efforts. We may also include De-Identified Data in both public and private reports. In addition, we may use data provided through, derived from or related to your use of the Services, including Company Data and De-Identified Data but excluding any Personal Data that has not been de-identified, anonymized or aggregated, to develop, improve, support and train the Services and other systems and software for fraud protection, risk management, support, analytics and other lawful purposes, which may include the training, development or improvement of deep or large language foundation models designed to generate text or other content with some degree of autonomy or similar systems.
9.4. Customer Content and Data Feedback
You may have the opportunity to provide feedback, comments, suggestions, and ideas concerning use of, or suggested improvements or enhancements to, the Platform and/or Services, including ideas or inventions collected by Advance (collectively, “Feedback”). Feedback may also include your responses to surveys or other information voluntarily provided by you to Advance. You agree that Feedback (i) may contain your original ideas or inventions and is provided by you to Advance unsolicited and without payment, conditions or restrictions; (ii) once conveyed to Advance, becomes Advance IP and Confidential Information of Advance; and (iii) may be used or distributed by Advance for any purpose in connection with the Services or development of any other product or services, including disclosure of such information to affiliates, subsidiaries or third-party developers and publishers. Advance shall have no duties or obligations with respect to Feedback provided by you.
9.1. Advance Intellectual Property
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on through the Services (collectively, “Advance IP”) is owned, controlled or licensed by or to us or our Partner Institutions, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in this Agreement, no part of the Services may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Services pursuant to this Agreement, we retain all right, title and interest in and to the Advance IP and Services, including all related intellectual property contained therein.
Certain features of the Services may allow you to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute, post and publish such Materials to and with us, either because you are the author or because you have the appropriate distribution rights, licenses, consents, and/or written permissions to use such Materials from the copyright or other owner. You hereby grant us and our authorized personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable license to use, copy, perform, display, publish, distribute and create derivative works of such Materials as we deem appropriate to perform the Services and in accordance with these Terms. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services.
9.2. Trademarks
Advance (including the Advance logo), advancehq.com and all other and related logos and associated goodwill of Advance used and exhibited on or in connection with the Services (collectively, the “Advance Trademarks”) are trademarks or service marks of Advance. Other company, product, and service names and logos used and exhibited on or in connection with the Services may be trademarks or service marks owned by others. Nothing in the Services should be interpreted as allowing, by association, estoppel, or otherwise, any license or right to use any of the Advance Trademarks displayed on the Services without our prior written permission in each case. You may not use, copy, display, distribute, modify or reproduce any of the Advance Trademarks found on the Services unless following written permission by us. We forbid use of any of the Advance Trademarks as part of a link to or from any site unless such a link is approved, prior, in writing by us. Any questions concerning any Advance Trademarks, or whether any mark or logo is an Advance Trademark, should be referred to Advance via help@advancehq.com .
9.3. De-Identified Data and Other Data Uses
Advance may generate, use and disclose data derived from Company Data or Personal Data or otherwise relating to you and your use of the Services that has been de-identified, anonymized or aggregated (“De-Identified Data”) for our own business purposes, including to develop and improve our products, and services, and marketing efforts. We may also include De-Identified Data in both public and private reports. In addition, we may use data provided through, derived from or related to your use of the Services, including Company Data and De-Identified Data but excluding any Personal Data that has not been de-identified, anonymized or aggregated, to develop, improve, support and train the Services and other systems and software for fraud protection, risk management, support, analytics and other lawful purposes, which may include the training, development or improvement of deep or large language foundation models designed to generate text or other content with some degree of autonomy or similar systems.
9.4. Customer Content and Data Feedback
You may have the opportunity to provide feedback, comments, suggestions, and ideas concerning use of, or suggested improvements or enhancements to, the Platform and/or Services, including ideas or inventions collected by Advance (collectively, “Feedback”). Feedback may also include your responses to surveys or other information voluntarily provided by you to Advance. You agree that Feedback (i) may contain your original ideas or inventions and is provided by you to Advance unsolicited and without payment, conditions or restrictions; (ii) once conveyed to Advance, becomes Advance IP and Confidential Information of Advance; and (iii) may be used or distributed by Advance for any purpose in connection with the Services or development of any other product or services, including disclosure of such information to affiliates, subsidiaries or third-party developers and publishers. Advance shall have no duties or obligations with respect to Feedback provided by you.
9.1. Advance Intellectual Property
All text, videos, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork, algorithms, functionalities, features and computer code, including but not limited to design, structure, “look and feel” and arrangement of the content available on through the Services (collectively, “Advance IP”) is owned, controlled or licensed by or to us or our Partner Institutions, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in this Agreement, no part of the Services may be copied, reproduced, republished, posted, publicly displayed, translated, or distributed in any way. Subject to the limited rights to use the Services pursuant to this Agreement, we retain all right, title and interest in and to the Advance IP and Services, including all related intellectual property contained therein.
Certain features of the Services may allow you to upload, post, publish, share, store, or manage data or visual content (“Materials”). By posting or publishing Materials, you represent and warrant to us that you have all necessary rights to distribute, post and publish such Materials to and with us, either because you are the author or because you have the appropriate distribution rights, licenses, consents, and/or written permissions to use such Materials from the copyright or other owner. You hereby grant us and our authorized personnel a worldwide, royalty-free, fully-paid, exclusive, transferable, sublicensable license to use, copy, perform, display, publish, distribute and create derivative works of such Materials as we deem appropriate to perform the Services and in accordance with these Terms. You acknowledge and agree that we will own all right, title, and interest in and to any Materials, content, or other works of authorship created by us or on our behalf and used in connection with the Services.
9.2. Trademarks
Advance (including the Advance logo), advancehq.com and all other and related logos and associated goodwill of Advance used and exhibited on or in connection with the Services (collectively, the “Advance Trademarks”) are trademarks or service marks of Advance. Other company, product, and service names and logos used and exhibited on or in connection with the Services may be trademarks or service marks owned by others. Nothing in the Services should be interpreted as allowing, by association, estoppel, or otherwise, any license or right to use any of the Advance Trademarks displayed on the Services without our prior written permission in each case. You may not use, copy, display, distribute, modify or reproduce any of the Advance Trademarks found on the Services unless following written permission by us. We forbid use of any of the Advance Trademarks as part of a link to or from any site unless such a link is approved, prior, in writing by us. Any questions concerning any Advance Trademarks, or whether any mark or logo is an Advance Trademark, should be referred to Advance via help@advancehq.com .
9.3. De-Identified Data and Other Data Uses
Advance may generate, use and disclose data derived from Company Data or Personal Data or otherwise relating to you and your use of the Services that has been de-identified, anonymized or aggregated (“De-Identified Data”) for our own business purposes, including to develop and improve our products, and services, and marketing efforts. We may also include De-Identified Data in both public and private reports. In addition, we may use data provided through, derived from or related to your use of the Services, including Company Data and De-Identified Data but excluding any Personal Data that has not been de-identified, anonymized or aggregated, to develop, improve, support and train the Services and other systems and software for fraud protection, risk management, support, analytics and other lawful purposes, which may include the training, development or improvement of deep or large language foundation models designed to generate text or other content with some degree of autonomy or similar systems.
9.4. Customer Content and Data Feedback
You may have the opportunity to provide feedback, comments, suggestions, and ideas concerning use of, or suggested improvements or enhancements to, the Platform and/or Services, including ideas or inventions collected by Advance (collectively, “Feedback”). Feedback may also include your responses to surveys or other information voluntarily provided by you to Advance. You agree that Feedback (i) may contain your original ideas or inventions and is provided by you to Advance unsolicited and without payment, conditions or restrictions; (ii) once conveyed to Advance, becomes Advance IP and Confidential Information of Advance; and (iii) may be used or distributed by Advance for any purpose in connection with the Services or development of any other product or services, including disclosure of such information to affiliates, subsidiaries or third-party developers and publishers. Advance shall have no duties or obligations with respect to Feedback provided by you.
Limitation of Liability
Limitation of Liability
Limitation of Liability
In no event shall Advance or its affiliates or Service Providers (“Advance Parties”) be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenue, data, or use, arising out of or in connection with your use of the services, regardless of the form of action and whether or not advance has been advised of the possibility of such damages. In no event shall the Advance Parties’ aggregate liability exceed the amount you paid Advance in the six (6) months preceding the claim.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, the liabilities of the Advance Parties shall be limited to the fullest extent permitted by law.
In no event shall Advance or its affiliates or Service Providers (“Advance Parties”) be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenue, data, or use, arising out of or in connection with your use of the services, regardless of the form of action and whether or not advance has been advised of the possibility of such damages. In no event shall the Advance Parties’ aggregate liability exceed the amount you paid Advance in the six (6) months preceding the claim.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, the liabilities of the Advance Parties shall be limited to the fullest extent permitted by law.
In no event shall Advance or its affiliates or Service Providers (“Advance Parties”) be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenue, data, or use, arising out of or in connection with your use of the services, regardless of the form of action and whether or not advance has been advised of the possibility of such damages. In no event shall the Advance Parties’ aggregate liability exceed the amount you paid Advance in the six (6) months preceding the claim.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, the liabilities of the Advance Parties shall be limited to the fullest extent permitted by law.
Indemnification
Indemnification
Indemnification
You agree to indemnify, defend and hold harmless Advance, Partner Institutions and third-party service providers (including each such entity’s affiliates, directors, employees, contractors and agents) from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to third-party claims, proceedings, suits, or actions arising from, related to or involving (i) you, your affiliate’s, or your authorized representatives’ actual or alleged breach of any legal obligation owed to Advance or others, including obligations arising out of this Agreement; (ii) amounts owed by you to third parties; (iii) acts or omissions of you, your affiliates, or either of your authorized representatives or other employees or agents in connection with use of the Services or any third-party services; and (iv) disputes over Payments or Disbursements or other payments between you and Payees. Advance may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Advance for the reasonable fees of such counsel and all related costs and reasonable expenses.
You agree to indemnify, defend and hold harmless Advance, Partner Institutions and third-party service providers (including each such entity’s affiliates, directors, employees, contractors and agents) from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to third-party claims, proceedings, suits, or actions arising from, related to or involving (i) you, your affiliate’s, or your authorized representatives’ actual or alleged breach of any legal obligation owed to Advance or others, including obligations arising out of this Agreement; (ii) amounts owed by you to third parties; (iii) acts or omissions of you, your affiliates, or either of your authorized representatives or other employees or agents in connection with use of the Services or any third-party services; and (iv) disputes over Payments or Disbursements or other payments between you and Payees. Advance may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Advance for the reasonable fees of such counsel and all related costs and reasonable expenses.
You agree to indemnify, defend and hold harmless Advance, Partner Institutions and third-party service providers (including each such entity’s affiliates, directors, employees, contractors and agents) from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to third-party claims, proceedings, suits, or actions arising from, related to or involving (i) you, your affiliate’s, or your authorized representatives’ actual or alleged breach of any legal obligation owed to Advance or others, including obligations arising out of this Agreement; (ii) amounts owed by you to third parties; (iii) acts or omissions of you, your affiliates, or either of your authorized representatives or other employees or agents in connection with use of the Services or any third-party services; and (iv) disputes over Payments or Disbursements or other payments between you and Payees. Advance may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Advance for the reasonable fees of such counsel and all related costs and reasonable expenses.
Disclaimer of Warranties
Disclaimer of Warranties
Disclaimer of Warranties
The services are provided to you “as is” and “as available.” Not all services may be available or offered to you. We disclaim all express, implied, or statutory warranties, and you acknowledge that no Advance personnel are authorized to provide any such warranty (except in a written document identified as an amendment to the Agreement and executed by an authorized representative of Advance and an authorized representative of company).
Third-party services are not provided, controlled, recommended or endorsed by us. we do not provide support for and disclaims all liability arising from failures or losses caused by or relating to third-party services. If a third-party service is connected to or used with your account, company data and personal data may be accessed and received by us and shared with a third-party service provider. We are not responsible for the third-party service provider’s use, disclosure, modification or deletion of company data or personal data.
Without limiting the generality of the foregoing, we do not guarantee: (a) services or data provided under the agreement will be accurate and error-free; (b) services will meet your specific needs or requirements; (c) services will be usable by you, your affiliates, or your authorized users at any particular time or location; and (d) services will be secure or free from hacking, viruses, or malicious code.
The services are provided to you “as is” and “as available.” Not all services may be available or offered to you. We disclaim all express, implied, or statutory warranties, and you acknowledge that no Advance personnel are authorized to provide any such warranty (except in a written document identified as an amendment to the Agreement and executed by an authorized representative of Advance and an authorized representative of company).
Third-party services are not provided, controlled, recommended or endorsed by us. we do not provide support for and disclaims all liability arising from failures or losses caused by or relating to third-party services. If a third-party service is connected to or used with your account, company data and personal data may be accessed and received by us and shared with a third-party service provider. We are not responsible for the third-party service provider’s use, disclosure, modification or deletion of company data or personal data.
Without limiting the generality of the foregoing, we do not guarantee: (a) services or data provided under the agreement will be accurate and error-free; (b) services will meet your specific needs or requirements; (c) services will be usable by you, your affiliates, or your authorized users at any particular time or location; and (d) services will be secure or free from hacking, viruses, or malicious code.
The services are provided to you “as is” and “as available.” Not all services may be available or offered to you. We disclaim all express, implied, or statutory warranties, and you acknowledge that no Advance personnel are authorized to provide any such warranty (except in a written document identified as an amendment to the Agreement and executed by an authorized representative of Advance and an authorized representative of company).
Third-party services are not provided, controlled, recommended or endorsed by us. we do not provide support for and disclaims all liability arising from failures or losses caused by or relating to third-party services. If a third-party service is connected to or used with your account, company data and personal data may be accessed and received by us and shared with a third-party service provider. We are not responsible for the third-party service provider’s use, disclosure, modification or deletion of company data or personal data.
Without limiting the generality of the foregoing, we do not guarantee: (a) services or data provided under the agreement will be accurate and error-free; (b) services will meet your specific needs or requirements; (c) services will be usable by you, your affiliates, or your authorized users at any particular time or location; and (d) services will be secure or free from hacking, viruses, or malicious code.
Arbitration and Waiver of Class Actions
Arbitration and Waiver of Class Actions
Arbitration and Waiver of Class Actions
13.1. Binding Arbitration.
All claims arising in connection with this Agreement shall be resolved by final and binding arbitration rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
13.2. Arbitration Procedure.
The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Disbursement of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Delaware, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
13.3. Class Action Waiver.
We each agree that all claims shall be resolved only on an individual basis and not in a class, consolidated or representative action or other similar process (including arbitration). If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial and agree that such claim shall be brought only in a court of competent jurisdiction in delaware. You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any such claim.
13.4. Injunctive Relief.
Notwithstanding anything to the contrary, either Party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13.
13.5. Effect of Changes.
If we implement any material change to this Section 13, such change shall not apply to any claim for which you provided written notice to us before the implementation of the change.
13.1. Binding Arbitration.
All claims arising in connection with this Agreement shall be resolved by final and binding arbitration rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
13.2. Arbitration Procedure.
The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Disbursement of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Delaware, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
13.3. Class Action Waiver.
We each agree that all claims shall be resolved only on an individual basis and not in a class, consolidated or representative action or other similar process (including arbitration). If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial and agree that such claim shall be brought only in a court of competent jurisdiction in delaware. You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any such claim.
13.4. Injunctive Relief.
Notwithstanding anything to the contrary, either Party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13.
13.5. Effect of Changes.
If we implement any material change to this Section 13, such change shall not apply to any claim for which you provided written notice to us before the implementation of the change.
13.1. Binding Arbitration.
All claims arising in connection with this Agreement shall be resolved by final and binding arbitration rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
13.2. Arbitration Procedure.
The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Disbursement of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Delaware, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
13.3. Class Action Waiver.
We each agree that all claims shall be resolved only on an individual basis and not in a class, consolidated or representative action or other similar process (including arbitration). If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial and agree that such claim shall be brought only in a court of competent jurisdiction in delaware. You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any such claim.
13.4. Injunctive Relief.
Notwithstanding anything to the contrary, either Party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13.
13.5. Effect of Changes.
If we implement any material change to this Section 13, such change shall not apply to any claim for which you provided written notice to us before the implementation of the change.
Miscellaneous
Miscellaneous
Miscellaneous
14.1. Complete Agreement
This Agreement, along with any policies or documents referenced herein, constitute the entire agreement between you and Advance regarding the Services.
If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
14.2. Force Majeure
Advance is not liable for any delays or failures caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet outages.
14.3. Assignment
You may not assign any rights or obligations under this Agreement without Advance’s prior written consent. Advance may assign this Agreement at any time without notice.
14.4. No Waiver
Advance’s failure to enforce any provision does not waive our right to enforce it later.
14.5. Amendments
Advance may amend this Agreement at any time by posting updated terms on our website, andwill endeavor to provide you notice of any changes Advance considers material upon login or by email. Continued use of the Services after any amendments constitutes acceptance of the updated Agreement.
14.6. Governing Law
Except for the arbitration clause governed by the AAA, this Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
14.7. Termination
Advance may suspend or terminate your use of the Services at any time. You remain responsible for obligations incurred prior to termination, including outstanding Disbursements and fees.
14.8. Notice
Any notice you send to us must be sent to help@advancehq.com.
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all documents incorporated herein by reference. If you do not agree, you must discontinue use of the Services immediately.
14.1. Complete Agreement
This Agreement, along with any policies or documents referenced herein, constitute the entire agreement between you and Advance regarding the Services.
If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
14.2. Force Majeure
Advance is not liable for any delays or failures caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet outages.
14.3. Assignment
You may not assign any rights or obligations under this Agreement without Advance’s prior written consent. Advance may assign this Agreement at any time without notice.
14.4. No Waiver
Advance’s failure to enforce any provision does not waive our right to enforce it later.
14.5. Amendments
Advance may amend this Agreement at any time by posting updated terms on our website, andwill endeavor to provide you notice of any changes Advance considers material upon login or by email. Continued use of the Services after any amendments constitutes acceptance of the updated Agreement.
14.6. Governing Law
Except for the arbitration clause governed by the AAA, this Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
14.7. Termination
Advance may suspend or terminate your use of the Services at any time. You remain responsible for obligations incurred prior to termination, including outstanding Disbursements and fees.
14.8. Notice
Any notice you send to us must be sent to help@advancehq.com.
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all documents incorporated herein by reference. If you do not agree, you must discontinue use of the Services immediately.
14.1. Complete Agreement
This Agreement, along with any policies or documents referenced herein, constitute the entire agreement between you and Advance regarding the Services.
If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
14.2. Force Majeure
Advance is not liable for any delays or failures caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet outages.
14.3. Assignment
You may not assign any rights or obligations under this Agreement without Advance’s prior written consent. Advance may assign this Agreement at any time without notice.
14.4. No Waiver
Advance’s failure to enforce any provision does not waive our right to enforce it later.
14.5. Amendments
Advance may amend this Agreement at any time by posting updated terms on our website, andwill endeavor to provide you notice of any changes Advance considers material upon login or by email. Continued use of the Services after any amendments constitutes acceptance of the updated Agreement.
14.6. Governing Law
Except for the arbitration clause governed by the AAA, this Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
14.7. Termination
Advance may suspend or terminate your use of the Services at any time. You remain responsible for obligations incurred prior to termination, including outstanding Disbursements and fees.
14.8. Notice
Any notice you send to us must be sent to help@advancehq.com.
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all documents incorporated herein by reference. If you do not agree, you must discontinue use of the Services immediately.