Terms

These Early Payout Terms and Conditions (this "Agreement") are entered into between Cheque Pay, Co., a Delaware corporation ("Cheque," "we," "us"), and the merchant accepting these terms ("the Merchant," "you"). This Agreement governs Cheque's purchase of Receivables from the Merchant through the Cheque platform's early payout program (the "Program").

By clicking to accept these terms, by replying to an Offer email indicating acceptance, or by otherwise accepting an Offer, you agree to be bound by this Agreement.

1. Structure of This Agreement

1.1 Master agreement. This Agreement establishes the general terms under which Cheque may, from time to time, offer to purchase Receivables from the Merchant. It is agreed once, upfront. Each accepted Offer constitutes a separate purchase transaction governed by this Agreement, without the need to negotiate or execute further documents.

1.2 No obligation to offer or accept. Cheque has no obligation to make any Offer on any invoice, and the Merchant has no obligation to accept any Offer. Eligibility criteria, Offer availability, and Offer terms are determined by Cheque in its sole discretion and may change at any time.

1.3 Eligible Merchants. The Program is available only to merchants organized under the laws of a U.S. jurisdiction as corporations, limited liability companies, partnerships, or other legal entities. It is not available to sole proprietors, individuals, or other unincorporated persons.

1.4 Relationship to platform terms. This Agreement is a standalone agreement and supplements, but does not replace, the Cheque platform Terms of Service and Privacy Policy. In the event of a conflict relating to a Purchased Invoice or the Program, this Agreement controls.

2. Definitions

"Client" means the Merchant's client, customer, or other business obligated to pay an invoice.

"Invoice Payments" means all payments and other amounts received with respect to a Purchased Invoice from any source and by any method, including partial payments, late fees, interest, and any other charges collected in connection with the Purchased Invoice.

"Offer" means an offer by Cheque to purchase the Receivable evidenced by a specific invoice, communicated to the Merchant by email, within the Cheque platform, or by other means, and stating the applicable Purchase Price and fees.

"Purchased Invoice" means an invoice for which the Merchant has accepted Cheque's Offer and Cheque has initiated payment of the Purchase Price.

"Purchase Price" means the amount Cheque pays the Merchant for a Purchased Invoice: the total amount of the invoice, minus the Payout Fee (described in Section 5.1).

"Receivable" means, with respect to an invoice, all of the Merchant's rights to payment under or in connection with that invoice, together with all related rights, remedies, guarantees, and proceeds, including the right to collect, enforce, apply late fees to, and receive all Invoice Payments on that invoice.

3. Offers and Acceptance

3.1 Making of Offers. After the Merchant creates an invoice that meets Cheque's then-current eligibility criteria, Cheque may (but is not required to) deliver an Offer to the Merchant. Offers may be delivered manually (including by email) or through automated in-platform functionality.

3.2 Contents of an Offer. Each Offer will state, or make available to the Merchant: (a) the invoice to which it relates; (b) the Payout Fee; and (c) the resulting Purchase Price. All fees are fixed at the time of the Offer; there is no post-hoc adjustment or reconciliation except as expressly stated in this Agreement.

3.3 Expiry. Each Offer expires upon the earliest of: (a) the time stated in the Offer or, if no time is stated, three (3) business days after delivery; (b) any modification of the underlying invoice; and (c) any payment on the underlying invoice being received or recorded, in whole or in part, whether from the Client or any other source. An expired Offer is void and may not be accepted.

3.4 Acceptance and binding sale. The Merchant accepts an Offer by the acceptance mechanism specified in the Offer (including clicking an acceptance button in the platform or replying to the Offer email confirming acceptance). Acceptance of an Offer is irrevocable and binds the Merchant to sell the Receivable on the terms of the Offer. The sale and assignment become effective when Cheque initiates payment of the Purchase Price. The Merchant may not rescind, cancel, or withdraw its acceptance for any reason.

3.5 Performance confirmation. As a condition of each acceptance, the Merchant must confirm (including by checkbox or written statement, as specified in the acceptance flow) that the goods or services underlying the invoice have been fully delivered or performed and accepted by the Client. This confirmation is a representation on which Cheque relies in purchasing the Receivable.

4. Sale and Assignment

4.1 True sale. When Cheque initiates payment of the Purchase Price for an accepted Offer, the Merchant sells, transfers, and assigns to Cheque, absolutely and not as security, all of the Merchant's right, title, and interest in and to the Receivable evidenced by the relevant invoice, including all Invoice Payments. The transfer takes effect automatically, without further action by either party.

4.2 Nature of the transaction. The parties intend each purchase to be a true sale of the Receivable, conveying ownership to Cheque, and not a loan, an extension of credit, or an assignment for security. Cheque assumes the Credit Risk on each Purchased Invoice as described in Section 12. To secure the Merchant's obligations under this Agreement, the Merchant grants Cheque a security interest in each Purchased Invoice, the related Receivable, and all Invoice Payments and proceeds thereof. This grant takes effect as each sale becomes effective under Section 4.1 and operates only as a protective backstop if a purchase is characterized as a secured transaction rather than a sale; it does not affect the parties' intent that each purchase be a true sale.

4.3 Ownership of Invoice Payments. All Invoice Payments on a Purchased Invoice — including any late fees or other charges applied by Cheque — are the sole property of Cheque, regardless of the method, channel, timing, or recipient of payment.

4.4 Protective filings and other assurances. The Merchant authorizes Cheque to file UCC financing statements, and any amendments or continuations, covering all of the Merchant's accounts, payment intangibles, and instruments, now existing or arising later, and all proceeds thereof. Cheque may file before, at, or after any particular purchase, and for as long as the Merchant participates in the Program or any Purchased Invoice is outstanding. Cheque may also take any other action reasonably necessary to evidence, perfect, or protect its ownership of, or security interest in, Purchased Invoices, Receivables, and Invoice Payments, and the Merchant will execute any documents and take any actions Cheque reasonably requests for those purposes. The Merchant appoints Cheque as its attorney-in-fact, coupled with an interest, solely to endorse and deposit payments on Purchased Invoices and to execute documents evidencing the assignment.

4.5 No assumption of obligations. Cheque purchases only the Receivable. Cheque does not assume, and nothing in this Agreement will be construed as an assumption by Cheque of, any obligation or liability of the Merchant of any kind, including any obligation relating to the performance, quality, or delivery of the underlying goods or services; any obligation under the Merchant's agreement with the Client; any tax, assessment, or governmental charge; or any claim by any employee, contractor, supplier, or other third party of the Merchant. All such obligations remain solely with the Merchant.

5. Purchase Price, Fees, and Payout

5.1 Fees. The Purchase Price for each Purchased Invoice equals the total amount of the invoice minus the "Payout Fee." The Payout Fee is the sum of (a) the "Advance Fee," Cheque's fee for early payment, and (b) a "Processing Fee" equal to the card or ACH processing cost on the Client's payment, calculated at the most expensive payment method enabled for the invoice at the time of the Offer. Each component and the total Payout Fee are stated in the Offer.

5.2 No reconciliation. The Payout Fee is fixed at the amounts quoted in the Offer regardless of the payment method the Client ultimately uses. If the Client pays by a method cheaper than the one used to calculate the Processing Fee, no refund, credit, or adjustment is owed to the Merchant.

5.3 Payment methods. The payment methods available to the Client for a Purchased Invoice will remain those enabled on the invoice at the time of the Offer. Cheque may make additional payment methods available, and may modify or restrict available methods only where required by applicable law, payment network rules, or its payment processor. No such change affects the Payout Fee, which remains fixed as quoted in the Offer. For clarity, a change to the settlement destination or routing of payments under Section 6.2 is not a change to the payment methods available to the Client for purposes of this Section 5.3.

5.4 Payout. Subject to Section 5.6, Cheque will initiate payment of the Purchase Price to the Merchant's designated bank account promptly following acceptance, by ACH transfer or other method chosen by Cheque. The Merchant acknowledges that standard ACH transfers ordinarily settle within 1–4 business days of initiation. Cheque will provide a receipt for each payout. 

5.5 Merchant account details. The Merchant is responsible for providing and maintaining accurate bank account details for payouts and, where applicable, for debits under Section 8. Cheque is not liable for delays or misdirected payouts resulting from inaccurate details provided by the Merchant.

5.6 Conditions to funding. Cheque's obligation to initiate payment of the Purchase Price is subject to the conditions that, at the time of payout, no circumstance exists that would be a Repurchase Event under Section 12.2 if the sale had become effective, and Cheque has not discovered any breach of Section 9 or Section 10 with respect to that invoice. If Cheque determines before initiating payment that such a circumstance or breach exists, Cheque may decline to fund by notice to the Merchant. The acceptance and the Offer are then void, no sale or assignment takes effect, and neither party has any further obligation with respect to that invoice, except that the Merchant remains liable for any costs Cheque incurred to the extent arising from the Merchant's breach.

5.7 Payment received before funding. If the Client pays the invoice in whole or in part after acceptance of an Offer but before Cheque initiates payment of the Purchase Price, the Merchant will notify Cheque within one (1) business day. Cheque may then decline to fund under Section 5.6, and the acceptance is void.

6. Direction of Payments

6.1 Payment belongs to Cheque. All payments by the Client on a Purchased Invoice belong to Cheque under Section 4.3, regardless of how, where, or to whom the Client remits payment.

6.2 Payment routing. Where supported, Cheque may route the Client's payment on a Purchased Invoice directly to Cheque, including by configuring the payment functionality on the invoice so that funds settle to Cheque's account. The Merchant consents to such routing and will not alter, obstruct, or circumvent it.

6.3 Payments not routed to Cheque. The Merchant acknowledges that the Client's payment may reach the Merchant rather than Cheque — including where the Client pays through the platform into the Merchant's account, or pays outside the platform (by ACH, wire, paper check, or otherwise) using the Merchant's own bank details. All such payments are subject to Section 7.

6.4 No redirection by the Merchant. The Merchant will not instruct or encourage the Client to pay by any method or to any destination other than as presented on a Purchased Invoice or as directed by Cheque.

7. Payments Received by the Merchant; Trust and Remittance

7.1 Funds held in trust. If the Merchant receives any Invoice Payments on a Purchased Invoice directly — in any amount, in any form, and through any channel — the Merchant receives and holds those funds in trust for Cheque. The Merchant acquires no ownership interest in such funds and will not use, spend, or pledge them, and will not commingle them with its own funds for longer than the remittance period in Section 7.3.

7.2 Reporting obligation. The Merchant will record the payment as received in the Cheque platform (or, if platform functionality is unavailable, notify Cheque in writing) within two (2) business days of receipt of the funds or of the Merchant becoming aware of the payment, whichever is earlier.

7.3 Remittance obligation. The Merchant will ensure that the full amount of the Invoice Payments received is transferred to Cheque within two (2) business days of receipt. This obligation is discharged by either:

(a) Cheque debiting the Merchant's designated bank account pursuant to an authorization under Section 8, where such authorization is in effect and the debit succeeds; or

(b) the Merchant transferring the funds to Cheque's designated bank account by ACH or wire.

Where no debit authorization is in effect, or a debit fails or is unavailable, the Merchant remains obligated to transfer the funds under clause (b) within the same two (2) business day period.

7.4 Scope. Sections 7.1–7.3 apply to partial payments, overpayments, payments combined with amounts owed on other invoices, and payments received in any form, including offsets and non-cash consideration accepted by the Merchant.

7.5 Mixed payments. If the Merchant receives a payment from a Client that covers both Purchased Invoices and invoices retained by the Merchant, and the Client has not clearly designated its application, the payment is applied first to the oldest outstanding Purchased Invoice(s) until paid in full, with only the remainder retained by the Merchant.

7.6 Not recourse. The Merchant's obligations under this Section 7 are obligations to deliver property belonging to Cheque; they are not a guarantee of the Client's payment and do not constitute recourse against the Merchant for the Client's failure to pay.

7.7 Failure to remit. Amounts not remitted when due under this Section 7 bear interest at the lesser of 2% per month and the maximum rate permitted by law, from the date received by the Merchant until remitted, and are subject to the remedies in Section 13.

7.8 Insolvency and segregation. Invoice Payments are the property of Cheque, are held by the Merchant only as trustee, and are not property of the Merchant or of its bankruptcy estate. If Cheque requests in writing, or if the Merchant becomes insolvent, stops paying its debts as they fall due, or becomes subject to any bankruptcy, insolvency, receivership, or assignment for the benefit of creditors, the Merchant will immediately hold all Invoice Payments in its possession in a separate account identified as holding funds belonging to Cheque, stop commingling them with its own funds, and notify Cheque in writing of the event and of the amounts held. Notice is due within one (1) business day.

8. ACH Debit Authorization

8.1 Authorization. Where Cheque makes account-debit functionality available, the Merchant may be required, as a condition of continued participation in the Program, to execute an authorization permitting Cheque to initiate ACH debit entries to the Merchant's designated bank account for amounts owed to Cheque under this Agreement, including remittances under Section 7, Repurchase Prices under Section 12, and fees and other amounts due. The authorization will be documented separately.

8.2 Nature of debits and NACHA rules. Authorized debits will be corporate (CCD) entries of varying amounts, initiated on no fixed schedule, as and when amounts become due under this Agreement. The Merchant agrees to be bound by the NACHA Operating Rules as in effect from time to time with respect to all entries initiated under this Agreement.

8.3 Determination and notice of debit amounts. Each debit will equal an Invoice Payment recorded or identified as received by the Merchant, or another amount then due under this Agreement. Cheque will notify the Merchant of the amount and expected date of each debit — through the platform, by email, or both — before or upon initiating the entry.

8.4 Merchant cooperation. The Merchant will (a) maintain sufficient funds to cover authorized debits when due; (b) instruct its bank to permit debit entries originated by Cheque (including removing or configuring any ACH debit block or filter to allow Cheque's originating company ID); and (c) not cause or permit any entry corresponding to an amount properly due under this Agreement to be returned, reversed, or claimed as unauthorized. A failed, returned, or reversed debit does not discharge the underlying obligation, and the Merchant is responsible for any return fees incurred.

8.5 Retention. The Merchant acknowledges that Cheque will retain each authorization and related records, and may produce them to its payment processors, banks, and ACH operators, including as required by the NACHA Operating Rules.

8.6 Revocation. The Merchant may revoke a debit authorization only by written notice to Cheque, effective five (5) business days after receipt. Revocation does not apply to entries initiated before its effective date and does not affect the Merchant's payment obligations under this Agreement, which remain payable by direct transfer.

9. Merchant Representations and Warranties

The Merchant represents and warrants, on the date of this Agreement and again upon each acceptance of an Offer (with respect to the relevant invoice), that:

(a) Organization and authority. The Merchant is duly organized and validly existing, and has full power and authority to enter into this Agreement and to sell and assign the Receivable; the person accepting on the Merchant's behalf is authorized to do so;

(b) Bona fide invoice. The invoice is genuine, accurately states the amount owed, and arises from a bona fide, arm's-length sale of goods or services in the ordinary course of the Merchant's business;

(c) Performance complete. The goods or services underlying the invoice have been fully delivered or performed and accepted by the Client, and no further performance by the Merchant is required as a condition of the Client's payment obligation;

(d) Free of encumbrances. The Merchant owns the Receivable free and clear of any lien, security interest, prior sale, or prior assignment, and no other person has any interest in it or its proceeds;

(e) No disputes or defenses. The Client has not asserted, and the Merchant is not aware of any basis for, any dispute, defense, counterclaim, right of setoff, credit, discount (other than as stated on the invoice), or claim of deduction with respect to the invoice;

(f) Not paid and not settled. The invoice has not been paid in whole or in part, and the Merchant has not agreed to any extension, compromise, settlement, or modification of it;

(g) Enforceable obligation. The invoice represents a legal, valid, and binding payment obligation of the Client, enforceable in accordance with its terms;

(h) Accurate information. All information provided by the Merchant to Cheque in connection with the Program — including bank details, Client information, and invoice data — is accurate and complete;

(i) Solvency and good-faith transfer. The Merchant is not insolvent and will not be rendered insolvent by the sale of the Receivable or the transactions contemplated by this Agreement; the Merchant is able to pay its debts as they become due; no bankruptcy or insolvency proceeding is pending or, to the Merchant's knowledge, threatened with respect to the Merchant or, to the Merchant's knowledge, the Client; and each sale of a Receivable under this Agreement is made in good faith, for fair and adequate consideration, and without any intent to hinder, delay, or defraud any present or future creditor of the Merchant. 

(j) No conflict. The execution of this Agreement and the sale and assignment of the Receivable do not and will not conflict with, violate, breach, or constitute a default under any agreement or instrument to which the Merchant is a party or by which it or its assets are bound — including any loan, credit, financing, security, or merchant cash advance agreement — and do not and will not result in the creation of any lien, security interest, or encumbrance on the Receivable or its proceeds;

(k) No consents. No consent, approval, authorization, or notice to any person, lender, or governmental authority is required in connection with the Merchant's execution of this Agreement or the sale and assignment of the Receivable.

10. Merchant Covenants and Restrictions

From acceptance of an Offer, and with respect to the relevant invoice, the Merchant will not, without Cheque's prior written consent:

(a) amend, modify, cancel, reissue, or replace the invoice, or change its amount, due date, or payment terms;

(b) issue any credit note, credit memo, refund, rebate, discount, or allowance against the invoice;

(c) waive, settle, compromise, or release any part of the Client's obligation, or grant any extension of time to pay;

(d) take any collection action of its own with respect to the invoice, or apply late fees or interest to it;

(e) instruct or encourage the Client to pay other than as presented on the invoice or as directed by Cheque;

(f) sell, assign, pledge, or grant any interest in the invoice, the Receivable, or the Invoice Payments to any other person; or

(g) impose, or seek to impose, on the Client any fee, surcharge, or other charge on account of the Program or the sale of the Receivable.

In addition, the Merchant will:

(h) Delivery of the invoice. Where delivery of the invoice to the Client requires action by the Merchant — including uploading the invoice or the invoice PDF to the Client's procurement or payment system — complete such delivery promptly and accurately, and in the form provided or approved by Cheque;

(i) Cooperation. Reasonably cooperate with Cheque in the collection of Purchased Invoices, including promptly forwarding to Cheque any communication received from the Client relating to a Purchased Invoice (including any notice of dispute), and providing records and information Cheque reasonably requests, within the timeframe Cheque specifies where a chargeback, payment dispute, or return response deadline applies;

(j) Platform restrictions. Not circumvent any platform restriction applied to the invoice (including edit, send, or status restrictions), whether through the user interface, the API, or otherwise;

(k) Verification. Permit Cheque to verify the validity and status of any invoice directly with the Client, before or after purchase; and

(l) Notice of changes. Notify Cheque in writing within three (3) business days of becoming aware of any amendment, modification, termination, cancellation, or claimed breach of the Merchant's agreement or arrangement with the Client that relates to or could affect the invoice, and of any communication from the Client disputing, or indicating an intention not to pay, the invoice.

11. Collection of Purchased Invoices, Client Communications, and Disclosure

11.1 Cheque's collection rights. Cheque has the sole and exclusive right to collect and enforce a Purchased Invoice, including the right to send payment reminders, communicate with the Client regarding the invoice, apply and collect late fees and interest as described in Section 11.2, negotiate and settle with the Client, and pursue any lawful collection action, all in Cheque's discretion.

11.2 Late fees. Cheque may impose and collect late fees and interest on a Purchased Invoice that remains unpaid after its due date, at rates Cheque determines and communicates to the Client, and may amend the Purchased Invoice to reflect them. The Merchant will not object to, reverse, or contradict any such charge. All late fees and interest collected are Invoice Payments belonging to Cheque.

11.3 Communications with the Client. The Merchant authorizes Cheque to communicate with the Client regarding a Purchased Invoice on the Merchant's behalf, and/or in Cheque's own name as owner of the Receivable, as Cheque considers appropriate. Reminders and notices may be presented as activity of the invoicing platform.

11.4 Disclosure of assignment. The Merchant consents to Cheque notifying the Client that the invoice has been assigned to, and/or that payment is being processed and collected by, Cheque, in such form and at such time as Cheque determines. The Merchant will not contradict or undermine any such notice. Cheque is not obligated to give any such notice, and the absence of notice does not affect the validity or effectiveness of the sale and assignment.

11.5 Routing of inquiries. The Merchant will direct any Client questions concerning payment of a Purchased Invoice to Cheque, and will promptly inform Cheque of any inquiry it receives.

12. Non-Recourse, Excluded Risks and Repurchase

12.1 Credit Risk borne by Cheque. Each purchase is made on a non-recourse basis as to Credit Risk. "Credit Risk" means the risk that the Client fails to pay a Purchased Invoice in full when due solely because of its financial inability or unwillingness to pay, where no Repurchase Event exists. The Merchant has no obligation to repay the Purchase Price, and Cheque's sole recourse for a loss arising from Credit Risk is against the Client.

12.2 Repurchase Events. Each of the following is a "Repurchase Event" with respect to a Purchased Invoice:

(a) any representation or warranty made by the Merchant under Section 9 with respect to that invoice was untrue or misleading in any material respect when made;

(b) the Client asserts, in whole or in part, any dispute, defense, counterclaim, setoff, or claim of deduction relating to the invoice or the underlying goods or services — including as to quality, quantity, delivery, performance, pricing, or terms — arising from facts existing at or before acceptance of the Offer, or from any act or omission of the Merchant, and the invoice is not paid in full when due;

(c) the Merchant breaches any covenant in Section 6, 7, or 8 with respect to the invoice, or breaches a covenant in Section 10 in a way that impairs, or is reasonably likely to impair, the validity, enforceability, or collectibility of the invoice or Cheque's receipt of the Invoice Payments in full;

(d) the Merchant issues, or agrees with the Client to, any credit, refund, discount, allowance, or reduction against the invoice, or the amount collectible on the invoice is otherwise reduced by any act or omission of the Merchant (in which case, at Cheque's election, the Repurchase Price may be limited to the amount of the reduction);

(e) any payment on the invoice is subject to a chargeback, reversal, return, or clawback for reasons attributable to the Merchant, the underlying transaction, or the validity of the invoice; or

(f) the invoice or the underlying transaction is affected by fraud on the part of the Merchant or its personnel.

For the avoidance of doubt, a Repurchase Event is not a guarantee of the Client's creditworthiness; it addresses the validity, enforceability, and collectibility of the Receivable as sold, and the Merchant's own conduct. Where the Client's refusal to pay does not arise from facts existing at or before acceptance and does not arise from any act or omission of the Merchant, that refusal is Credit Risk borne by Cheque under Section 12.1, however the Client characterizes it.

12.3 Repurchase obligation. Upon a Repurchase Event, Cheque may, by notice to the Merchant, require the Merchant to repurchase the affected Purchased Invoice. The "Repurchase Price" is (i) the portion of the Purchase Price actually paid by Cheque to the Merchant (including amounts satisfied by setoff), plus (ii) any fees, costs, and expenses incurred by Cheque with respect to the invoice, minus (iii) any Invoice Payments actually received and retained by Cheque on the invoice. The Repurchase Price is due within two (2) business days of Cheque's notice. Upon receipt in full, Cheque will reassign the Receivable to the Merchant without warranty.

12.4 Chargeback amounts. Where clause 12.2(e) applies, the Merchant's obligation includes the full amount charged back or reversed, together with associated processing and dispute fees.

13. Remedies, Setoff and Suspension

13.1 Setoff. Cheque may set off any amount the Merchant owes under this Agreement — including unremitted Invoice Payments under Section 7 and Repurchase Prices under Section 12 — against any amount Cheque owes the Merchant, including the Purchase Price of any pending or future payout and any other amounts payable through the Cheque platform. Setoff against the Purchase Price of a later purchase is a method of collection only and does not merge or net the purchases, each of which remains a separate sale under Section 4.

13.2 Debit. Cheque may collect any amount due from the Merchant by ACH debit under an authorization in effect pursuant to Section 8.

13.3 Suspension. Cheque may suspend the Merchant's participation in the Program, withhold pending Offers, and decline to make further Offers, at any time and for any reason, including any actual or suspected breach of this Agreement.

13.4 Costs of enforcement. The Merchant will reimburse Cheque for its reasonable costs of collecting amounts due from the Merchant under this Agreement, including reasonable attorneys' fees and court costs.

13.5 Remedies cumulative. Cheque's rights and remedies under this Agreement are cumulative and in addition to any rights and remedies available at law or in equity.

14. Term and Termination

14.1 Term. This Agreement takes effect upon the Merchant's first acceptance of it or of an Offer, and continues until terminated.

14.2 Termination of future Offers. Either party may terminate this Agreement as to future Offers at any time by written notice (email sufficient). Termination does not affect any Purchased Invoice outstanding at the time of termination.

14.3 Survival. All provisions of this Agreement applicable to Purchased Invoices — including Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15 and 16 — survive termination until all Purchased Invoices are fully collected or repurchased and all amounts owed under this Agreement are paid.

15. Amendments

15.1 Cheque may amend this Agreement from time to time by posting the updated terms and/or notifying the Merchant. Amendments apply to Offers made after the effective date of the amendment. Each Purchased Invoice remains governed by the version of this Agreement in effect at the time the relevant Offer was accepted.

16. General

16.1 Governing law. This Agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of New York, without regard to its conflict of laws principles.

16.2 Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

16.3 Independent parties. Nothing in this Agreement creates a partnership, joint venture, agency (except as expressly stated in Sections 4.4 and 11.3), employment, or fiduciary relationship between the parties. Cheque is not a lender to the Merchant, and nothing in this Agreement constitutes a loan or extension of credit.

16.4 Assignment. The Merchant may not assign this Agreement or any rights under it without Cheque's prior written consent. Cheque may assign this Agreement, any Purchased Invoice, or any rights under this Agreement without consent, including to a financing source or an affiliate.

16.5 Notices. Notices under this Agreement may be given by email to the addresses associated with the parties' accounts, and are effective when sent.

16.6 Electronic acceptance. This Agreement and each Offer acceptance may be executed and evidenced electronically, including by click-through acceptance and email, and such acceptance has the same force as a written signature.

16.7 Confidentiality. Each party will keep the commercial terms of the Program confidential, except as required by law, to its professional advisors, or (in Cheque's case) as reasonably necessary to operate the Program, including disclosures to payment processors, banks, and financing sources.

16.8 Severability and waiver. If any provision of this Agreement is unenforceable, the remainder continues in effect. A party's failure to enforce a provision is not a waiver of it.

16.9 Usury savings. The parties intend that no amount charged under this Agreement is interest. If a purchase is nonetheless characterized as a loan, or any Payout Fee, late fee, or other amount is characterized as interest, no such amount will exceed the maximum permitted by applicable law. Any excess is reduced to that maximum and, if already collected, is at Cheque's election applied against amounts the Merchant owes or refunded to the Merchant. To the extent permitted by law, such amounts are spread across the full period they are treated as outstanding, so that the effective rate does not exceed the maximum permitted rate.

16.10 Limitation of liability. Cheque's total liability to the Merchant with respect to a Purchased Invoice will not exceed the Payout Fee for that invoice. Neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, business, or goodwill, however caused. Nothing in this Section limits the Merchant's payment obligations under this Agreement.

16.11 Indemnity. The Merchant will indemnify Cheque against any claim, loss, liability, cost, or expense arising from a breach of this Agreement by the Merchant, the underlying goods or services, or any claim by a Client or other third party relating to the Merchant's performance or its agreement with the Client. This Section survives termination.

16.12 Records. Cheque's books and records — including platform records of Offers made, acceptances, Purchased Invoices, fees, payouts, Invoice Payments, and amounts owed — are presumptively correct absent demonstrable error. The Merchant may dispute an entry by written notice to Cheque within sixty (60) days of the entry being made available, and Cheque will review and correct any error. Cheque's failure to record any item does not affect the Merchant's obligations under this Agreement.

16.13 Entire agreement. This Agreement, together with each Offer, any ACH debit authorization under Section 8, and the documents expressly incorporated herein, is the entire agreement between the parties with respect to the Program and supersedes all prior discussions regarding it.