Effective Date: Jan 1st, 2023
These General Terms of Service (“Terms”), together with the documents and policies incorporated and referenced in these Terms, are a contract (the “Agreement”) between you (“You”, “Your”, “Yourself”), and MakersHub, Inc. (“MakersHub”, “We”, “Us, or “Our”). This Agreement governs your use of or interactions with MakersHub's products and services (collectively, the “Service”). All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated.
By electronically accepting this Agreement or by establishing a MakersHub account or using the Service after the Effective Date of these Terms, You consent to and agree to comply with these Terms. This Agreement includes and You are consenting to:
When You agree to these Terms and accept this Agreement, You do so on behalf of Yourself and any person that You entitle or authorize to use Your MakersHub account (with You, each a “User” of Your MakersHub account), as well as on behalf of Your Customer(s) and Your Supplier(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.
USING THE SERVICE ON BEHALF OF ANOTHER. If You use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent and warrant that You (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization, and (2) do accept this Agreement on behalf of the Individual or Organization; unless the Individual or Organization has a separate contract with MakersHub, in which event the terms of that separate contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.
AGREEMENT TO ARBITRATE. You understand that this Agreement contains an agreement to arbitrate disputes (“Agreement to Arbitrate”), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.
1. Using the MakersHub Service
The Service. The Service includes a platform that enables You to make payments to third parties (Your “Suppliers”), receive payments from third parties (Your “Customers”), and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable and accounts receivable electronically.
Eligibility to Use the Service. You represent and warrant that: (a) all Users are at least 18 years of age; (b) You have not previously been suspended or removed from the Service; and (c) You will provide any and all documentation as requested by MakersHub, included as needed to verify identity and creditworthiness.
Third Party Service Providers. You grant to Us and MakersHub reserves the right to use third parties to provide or facilitate the Service. If MakersHub uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.
Updates to the Service. MakersHub reserves the right to, from time to time to: update the Service; and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional Terms and/or Service Fees. MakersHub reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in MakersHub's sole discretion, without any liability to You.
2. Account Security
User Account Creation and Login Credentials. To use the Service, You may be required to register a MakersHub account and/or to enroll as a User. To register a MakersHub account and/or enroll as a User, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address and other contact or identifying information, and about Your Organization or Individual, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User’s “Login Credentials”). Users are solely responsible for maintaining the confidentiality of Login Credentials, and to the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if You did not want the transactions performed, and even if they are unauthorized or fraudulent.
Commercially Reasonable Security Procedures. You acknowledge and agree that MakersHub's security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your MakersHub account.
Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify MakersHub if You believe that Your MakersHub account has been compromised or accessed without authorization, or User Login Credentials have been lost, stolen or compromised, or that someone has attempted or may attempt to make or request payments through Your MakersHub account without authorization.
To the extent allowed by law: You agree to be bound by all payment instructions or transactions initiated in compliance with MakersHub's security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from the theft, loss, compromise, or unauthorized use of Your MakersHub account or User Login Credentials, unless (1) You have notified MakersHub of possible theft, loss, compromise or unauthorized use, and (2) We have had a reasonable opportunity to act on that notice. You will also be responsible for any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law. Upon Your timely report, We may, in our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but MakersHub will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.
Access through Third Party Platforms. If Users choose to access Your account through a third party platform, You are making a determination that the third party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your MakersHub account, and You accept full responsibility and liability if access through the third party platform leads to the compromise of User Login Credentials or Your MakersHub account.
3. Rights We Grant to You
License We Grant to You. Subject to this Agreement, including payment of all Service Fees, MakersHub grants You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that MakersHub provides to You (collectively, the "Software"), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, MakersHub may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.
Reservation of Rights by MakersHub. MakersHub reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. MakersHub and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in MakersHub's or its licensors’ intellectual property, including its trademarks or service marks.
4. Restrictions on Use
Acceptable Use Policy. You represent and warrant that You will not use the Service in connection with any business or industry prohibited under MakersHub's Acceptable Use Policy. MakersHub reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. You are solely responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy.
Service for Authorized and Lawful Purposes Only. You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not, and You will not allow any third party, to:
Prohibited Payments. You acknowledge and agree that You will not use the Service for payment of alimony, child support, taxes or other court-directed or government payments, fines or penalties or payments to MakersHub securities transactions.
No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without MakersHub's written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. MakersHub may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties. ****
No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that (i) You are not located in a country that is subject to U.S. Government sanctions, embargos, or that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
No Marketing. If MakersHub provides You with information about another user of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another user’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific user to do so.
Not a “Business Associate” under HIPAA. You acknowledge and agree that MakersHub is not, and will not at any time be, a “business associate” of any user of the Service, including You, for the purposes of The Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). You agree that You will not send or transmit any electronic “Protected Health Information” (“ePHI”, as defined in HIPAA) to MakersHub or otherwise in any manner through the Service. You are solely responsible for ensuring that Your use of the Service complies with all applicable laws and regulations, including HIPAA. If We become aware that You have sent or transmitted ePHI in any manner through the Service in violation of this Agreement, We may delete the ePHI without any liability or notice to You, and You agree to pay any costs or fees associated with that ePHI deletion.
How you may not use MakersHub. Under the MakersHub General Terms of Service, you confirmed that you will not use the MakersHub service in connection with the following businesses or business activities. The following list is representative but not exhaustive.
5. Rights You Grant to Us
Right to Refuse to Make Payment. You grant to Us and MakersHub reserves the right to limit or to refuse to make, process or issue any payment initiated or requested through the Service, in Our reasonable discretion, without any liability to You. MakersHub will use commercially reasonable efforts to provide notice promptly if We decide to limit or to refuse to make, process or issue a payment. This notification is not required if the payment is prohibited by law or this Agreement.
Transaction Limits. When You use the Service, You grant to Us and We reserve the right, in Our sole discretion, the right to impose limits on the amount of money sent through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without any liability to You. If We impose or change such limits, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.
Right of Set Off. To the extent permitted by law, You grant to us the right to apply or set off any money or credit balance in which You have an interest and which is in our possession, custody or control, in satisfaction of any amounts or liabilities that You owe to Us.
Account Termination. MakersHub reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.
Marketing. To the extent permitted by law, You agree and consent that MakersHub may list or identify You as a customer of MakersHub, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or by contacting MakersHub.
Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls and text messages from MakersHub at any telephone number provided to Us in connection with Your MakersHub account. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including to provide multi-factor authentication or a one-time password, notify You regarding Your account, help You with Your MakersHub account, or resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from MakersHub at any time by contacting MakersHub.
Recording of Telephone Calls. You understand and agree that MakersHub may, in its sole discretion, itself or using a third party service, monitor any telephone calls between You and its employees, contractors or agents for purposes of quality control and for MakersHub's own protection. If You do not consent to the recording of telephone calls by MakersHub, Your only remedy is to not engage with MakersHub by means of a telephone call.
6. Anti-Money Laundering and Know Your Customer Requirements
US Patriot Act. To help the U.S. government fight the funding of terrorism and money laundering activities, federal and state law requires financial institutions, including money services businesses, to obtain, verify, and record information that identifies every customer.
What this means for You: When You use the Service, We will ask You for Your name, address, date of birth, and other information that will allow Us to identify You. We may also ask to see Your driver’s license or other identifying documents, such as business related documents. We will let You know if additional information is required.
Verification Required. We reserve the right to refuse to allow any User, Supplier or Customer to use or participate in the Service if We are unable to obtain or verify information relating to identity or financial condition, such as identifying information for an Organization’s representatives or beneficial owners. Notwithstanding any steps that We take to verify the information provided to Us, You represent and warrant that all information You provide is complete, truthful, accurate, and up-to-date.
Review of Accounts and Payments. You grant to Us and MakersHub reserves the right to review or place on hold any MakersHub account or any payment requested through the Service for any reason, including but not limited to credit and fraud risk or compliance with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws and OFAC sanctions. In Our sole discretion, MakersHub may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a MakersHub account, a User, an Organization or Individual, a Customer, a Supplier, or any related facts or circumstances. Depending on the results of this review, MakersHub reserves the right to take any appropriate action, including cancelling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.
Reports. You acknowledge that We may make appropriate reports regarding payments made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, as required or permitted by law, and We will cooperate with the appropriate authorities in any resulting investigation or prosecution.
7. User Data
MakersHub's Access to User Data. If You upload, store, share, or otherwise process documents, information, data and other content ("User Data") or synch User Data from Your accounting software to the Service, You consent to MakersHub's access and processing of User Data in accordance with Our Privacy Notice, this Agreement, the settings on Your MakersHub account, or the features of the Service You elect to use. MakersHub reserves the right to remove or delete User Data from the Service for any reason, including if the User Data violates this Agreement or applicable law, in MakersHub's reasonable discretion, without any liability to You. Except as otherwise provided in this Agreement, We do not claim ownership of any User Data. ****
No Monitoring. You acknowledge and agree that MakersHub has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as User Data, and MakersHub will not be responsible for the content of any such communications, data or transmissions. However, MakersHub reserve the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.
MakersHub Access to Technical Data. You agree that MakersHub may collect and use technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that MakersHub may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how MakersHub collects, uses, shares and protects Your information.
No Liability. Subject to Our Privacy Notice, You agree that MakersHub will have no responsibility or liability with respect to any User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any User Data that Your request to have deleted from the Service, other than as provided under this Agreement.
8. Fees and Payment Terms
Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Information on Service Fees can be found on the MakersHub Website. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain a MakersHub account, even if You don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle. MakersHub reserves the right to refuse to cancel Your MakersHub account if Your account is not in good standing or has any overdue Service Fees.
Changes to Service Fees. MakersHub reserves the right to change the Service Fees from time to time, in its sole discretion. MakersHub will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your MakersHub account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of MakersHub.
Payment of Service Fees. You authorize MakersHub to use the credit or debit card You have provided to Us (as updated from time to time), or the bank account associated with Your MakersHub account (each a "Billing Account") to automatically charge You in U.S. dollars for the Service Fees applicable to Your MakersHub account or Your use of the Service, plus any applicable taxes. If MakersHub is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within 10 business days of notice of non-payment from MakersHub. If Your MakersHub account becomes overdue, MakersHub will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses. ****
Inactive Accounts. If Your MakersHub account becomes inactive because You do not process a payment for an extended period of time, or because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable state law. MakersHub may transfer any such "unclaimed" or "abandoned" funds in Your MakersHub account as required or permitted by applicable law. As provided by law, MakersHub may deduct a dormancy fee from any funds transferred under this paragraph.
10. Deactivating a User or Cancelling Your MakersHub Account
Your Right to Cancel. You may request to deactivate a User or cancel Your MakersHub account at any time by submitting a request through Your MakersHub account.
Effective Date of Cancellation: Subscription Accounts. This section applies to You if Your MakersHub account is an account (“Subscription Account”) with monthly subscription Service Fees. When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription account. When You request to cancel a Subscription account, the cancellation will be effective on the last day of the then-current billing cycle for Your Subscription account, if there are no pending payments on the MakersHub account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription account, the account cancellation will be effective on the last day of the next billing cycle. MakersHub reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancellation, without any liability to You. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.
Effective Date of Cancellation: Non-Subscription Accounts. If You do not have a Subscription Account with MakersHub, Your request to deactivate a User or to cancel Your MakersHub account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.
Your Documents. If You cancel Your MakersHub account, MakersHub may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, Bills, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.
11. Warranty and Disclaimer
THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. MakersHub DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. MakersHub FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MakersHub OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
12. Third-Party Services, Websites, and Products
Through the Service, You may access to third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, “Third-Party Services”).
No Control Over Third-Party Services. MakersHub does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, MakersHub does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.
Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. MakersHub disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against MakersHub with respect to the content or operation of any Third-Party Services.
Third Party Disputes. MakersHub IS NOT AFFILIATED WITH ANY OTHER MakersHub USER, CARRIER, SERVICE PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER MakersHub USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE MakersHub (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. MakersHub WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE.
13. Limitation of Liability
IN NO EVENT SHALL MakersHub BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT MakersHub HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. MakersHub WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW. ****
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL MakersHub'S AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION OR INDIVIDUAL TO MakersHub IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED USD ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify MakersHub and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.
15. Agreement to Arbitrate
Agreement to Arbitrate. In the interest of resolving disputes between You and MakersHub in the most expedient and cost-effective manner, You and MakersHub agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The Agreement to Arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. BY ENTERING IN THIS AGREEMENT, YOU AND MakersHub ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS.
Waiver of Class Actions and Right to Trial by Jury. To the fullest extent permitted by law, You acknowledge and agree that You may bring claims against MakersHub only in Your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION AND TO A TRIAL BY JURY.
Procedures. Any arbitration between You and MakersHub will be MakersHubd under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org.
Notice. If You intend to seek arbitration, You must first send a written notice (“Notice”) of Your claim or dispute to MakersHub by certified U.S. Mail or by Federal Express (signature required). MakersHub's address for Notice is MakersHub's address of record as listed on the MakersHub Website, ATTN: LEGAL. The Notice must describe: (a) the nature and basis of the claim or dispute; and (b) the remedy that You want (“Demand”). You and MakersHub agree to make good faith efforts to resolve the claim directly, but if You and MakersHub do not reach an agreement within 60 days after the Notice is received, You or MakersHub may commence an arbitration proceeding. During the arbitration, the amount of any MakersHubment offer made by You or MakersHub must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Fees. If You commence arbitration in accordance with this Agreement, the payment of fees related to the arbitration will be decided by the AAA Rules. If Your claim is less than ten thousand dollars ($10,000.00), MakersHub will reimburse You for the payment of the filing fee. However, if the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse MakersHub for any fees paid on Your behalf that would otherwise be Your obligation under the AAA Rules.
Location. The arbitration hearing will take place at a location to be agreed upon in Douglas County, Nevada. If Your claim is for $10,000 or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of Your billing address.
Severability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement. If this Agreement to Arbitrate is found to be, in whole or in part, invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, and, where this Section 16 cannot be enforced, You agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to this Agreement.
Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of Section 16, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right to: (a) bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency, if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
16. Governing Law; Choice of Forum
This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and MakersHub, will be governed by the laws of the State of Nevada, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Douglas County, Nevada. Subject to the provisions of Section 15, You and MakersHub agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Douglas County, Nevada in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
17. Other Provisions
Force Majeure. MakersHub will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond MakersHub's reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action.
Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
Compliance with Laws. You and MakersHub each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of the United States.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and MakersHub concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.
18. Updates and Changes to This Agreement
MakersHub reserves the right to modify or change this Agreement, as well as its policies relating to the Service, at any time, in Our sole discretion. MakersHub will post revised Terms or policies on Our Website, and will provide notice to You of material changes to this Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Section 10.
Bill Payment Service
1. Using the Bill Payment Service
Using the Bill Payment Service. The “Bill Payment Service” is a set of services, features and functionalities that enables You to make payments to Suppliers through the Service.
Payment Accounts. To use the Bill Payment Service, You must associate one or more bank account(s) (individually and collectively, Your "Payment Account*"*) with Your MakersHub account. When You enter Payment Account information for purposes of the Bill Payment Service, You represent and warrant:
Authorized Buyers. By entitling a User to make payments through the Service (a “Buyer”), You represent and warrant to Us that the Buyer is authorized to instruct MakersHub to make payments and to initiate debit or credit entries, as applicable, to or from the Payment Account, as provided under this Agreement, the terms of the financial institution holding the Payment Account, and any applicable laws, regulations or rules. You will be responsible for payments requested or made by a Buyer, whether or not authorized by You.
Payment Instructions. When We receive a payment instruction from a Buyer, We will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement, and You authorize Us to debit Your Payment Account and remit funds on Your behalf, all in accordance with the payment instructions. You agree to be bound by any payment instructions that a Buyer provides to Us, to the fullest extent allowed by law.
Rights We Reserve. MakersHub reserves the right to limit or cap or to refuse to make any payment transaction requested or initiated, for any reason, in MakersHub's sole discretion, without any liability to You. By using the Bill Payment Service, You grant to Us and MakersHub reserves the right to suspend or cancel any payments requested or initiated by a Buyer, including if Your MakersHub account is not in good standing. In the event that We suspend or cancel Your payment, MakersHub will credit the amount of any electronic ACH debit(s) received by Us to fund the payment to Your Payment Account, and You authorize MakersHub, in its sole discretion, to withhold and collect from any such credit(s) any Service Fees or other amounts owed by You to MakersHub.
2. Supplier Set Up and Management
Setting Up Your Suppliers. To use the Bill Payment Service, You will be required to provide information for Your Suppliers, including for Suppliers that are not part of the MakersHub network. For each Supplier, You agree to provide correct and current information as requested by MakersHub. By providing, entering, connecting, or uploading any Supplier information to the Service, You represent and warrant that You have obtained all necessary authorizations or consents from the Supplier to share such information. You represent and warrant that the Supplier agrees, or You have the authority to agree on behalf of the Supplier, to be subject to and comply with this Agreement and all applicable laws, rules and regulations. You are solely responsible and MakersHub is not responsible for verifying the accuracy of any Supplier information provided in connection with Your MakersHub account or use of the Service. MakersHub will have no liability for losses or damages resulting from the accuracy or inaccuracy of Your Supplier’s information, including bank account information, or Your or Your Supplier’s actions or inactions. If You invite a Supplier to set up a MakersHub account, You acknowledge that it may take several business days to set up the Supplier in the Service. MakersHub does not guarantee that a Supplier will be set up in the Service within any specific time frame.
Payment Instruction Authorizations. When You create or link a Supplier to Your MakersHub account, You authorize Us to follow the payment instructions that We receive from a Buyer to pay that Supplier. In order to process payments more efficiently and effectively, We may submit check payments to the best known Supplier address, or alter payment data or data formats for a Supplier, all in Our sole discretion and without notice to You. MakersHub reserves the right to refuse to make payments to any Supplier, in MakersHub's sole discretion.
3. Choosing a Payment Method
To use the Bill Payment Service, for each payment transaction, You must choose a payment method to pay Your Supplier. Available payment methods may include electronic ACH payment, wire payment, check payment, or card payment. The payment method selected may be governed by additional Terms, in this Agreement. MakersHub reserves the right to change or limit the payment method options available to any Buyer or Supplier, or to select the method by which a payment transaction will be made, all in MakersHub's sole discretion.
4. Scheduling Bill Payment
Process Dates. Payment transactions made through the Bill Payment Service require sufficient time for MakersHub to debit Your Payment Account and for Your Supplier to receive payment. When making a payment through the Bill Payment Service, You must select an available date ("Process Date") on which MakersHub will process the ACH debit from Your Payment Account to fund the payment. You agree that You are solely responsible for scheduling payments and selecting an appropriate Process Date for each payment transaction. You understand that the selection of a future Process Date may not be available for all products and services.
No Warranty or Representation. When provided by MakersHub, estimated payment dates are for convenience only, and MakersHub does not guarantee that a payment to a Supplier will be made within any specific time frame of the Process Date, and MakersHub disclaims any responsibility or liability if a payment scheduled through the Bill Pay Service is not made to a Supplier on or before any specific date. It is Your sole responsibility to ensure that payment to a Supplier is made as required by agreement, contract or law. Except as otherwise agreed or required by law, You will be solely responsible and MakersHub will not be responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.
5. Payment Cancellation or Modification
Payment Cancellation. You understand and agree that when You authorize a payment to be made to a Supplier through the Service, Your authorization remains in effect for up to 30 days. Payments that are scheduled but have not yet begun to be processed may be cancelled and, if a change is needed, reissued, through Your MakersHub account. Once MakersHub has begun to process a payment, the payment cannot be cancelled, and You must request to void the payment.
Void Payment Requests. To stop a payment after it has begun to process, You must request to void the payment through the Service. If You submit a Void Payment Request, MakersHub will use commercially reasonable efforts to stop the payment, but You understand and agree that MakersHub may not be able to stop the payment. MakersHub's ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the Supplier’s account. You agree that MakersHub will not have any liability for failing to stop a payment that has begun to process. A Void Payment Request may be subject to a fee.
Rights We Reserve. MakersHub reserves the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Supplier within a reasonable amount of time, as determined by MakersHub in Our sole discretion. If We expire, void or cancel any payment, You authorize and We will credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to MakersHub.
6. Returned Transactions
You are solely responsible for the accuracy of the payment information or the payment instructions provided to MakersHub. If a payment is refused or returned, MakersHub will void the payment, unless MakersHub in its sole discretion agrees to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, You authorize MakersHub to credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to MakersHub.
7. Document Management
You may upload invoices, bills, statements of accounts from Suppliers, or other documents ("Bills") to the Inbox of Your MakersHub account. ****You may also authorize Suppliers to send electronic Bills to Your MakersHub account, or You can create Bills using the Service. You are solely responsible for the Bills uploaded, created, recorded, processed, approved, paid, and/or synced or shared with third parties through Your MakersHub account. MakersHub is not responsible for any Bills, including those that are misdirected or not received.
8. Electronic Payments
Your use of the Bill Payment Service will include Your consent and authorization for MakersHub to process and originate electronic ACH debits and credits.
8a. ACH Rules
Applicable Rules and Law. You agree that all electronic ACH transactions requested or processed in connection with Your MakersHub account or Your use of the Service are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of the NACHA Rules, MakersHub is a “Third Party Service Provider” and a “Third Party Sender”.
Your Agreement and Representations. For purposes of ACH debits and credits, and all electronic payments made or received through the Service, You:
8b. ACH Debits
Debits from Your Payment Account. When You use the Bill Payment Service to pay a Supplier, You are responsible for the payment amount and agree to fund the payment to MakersHub. To fund the payment, You authorize MakersHub to process an ACH debit from Your Payment Account in the full amount of each payment requested. If an ACH debit from Your Payment Account to fund a payment made by You through the Service is rejected or returned by Your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO MakersHub WITHIN 10 BUSINESS DAYS. You agree that We may resubmit a returned or rejected ACH debit to Your Payment Account, in Our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that the Your Payment Account is enabled for ACH debits, and agree to reimburse MakersHub for all penalties and fees incurred if any funding ACH debit is returned because Your Payment account was not properly configured to accept ACH debits. If an ACH debit processed by Us from Your Payment Account is rejected or returned for any reason, We reserve the right to suspend all payments from Your MakersHub account, or to terminate Your MakersHub account, all in Our sole discretion.
Debits from the accounts of Your Customers. When You use the Accounts Receivable Service, You represent and warrant to MakersHub that You have all necessary authorizations and approvals from Your Customer for MakersHub to originate an ACH debit from the Customer’s bank account to fund the full amount of each payment requested. You represent and warrant that Your Customer certifies, or You have the authority to certify on behalf of Your Customer, that the Customer’s bank account is enabled for ACH payments, and You agree to reimburse MakersHub for all penalties and fees incurred if any funding ACH debit is returned because the Customer’s bank account was not properly configured to accept ACH debits. You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of Your Customer, that the Customer will not dispute any ACH debit by MakersHub that funds a payment made through the Service. If an ACH debit from a Customer’s account to fund a payment requested by You through the Accounts Receivable Service is rejected or reversed for any reason, YOU AUTHORIZE MakersHub TO REVERSE THE CORRESPONDING PAYMENT VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO MakersHub WITHIN 10 BUSINESS DAYS. You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of Your Customer, that MakersHub may resubmit a rejected or reversed funding debit to the Customer’s account, in MakersHub's sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit.
Returns and Maintaining Sufficient Funds. When using the Service, You understand and agree that it may take more than 60 days for MakersHub to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in Your Payment Account to satisfy all obligations to MakersHub in connection with Your MakersHub account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if MakersHub notifies You that Your funds are insufficient.
Ownership of Funds Collected for Payment. In the event that MakersHub processes an ACH debit to fund a payment before MakersHub makes the associated bill payment disbursement, the funds collected through the ACH debit will be held in a master bank account owned by MakersHub, as custodian and agent on behalf of the payor, and for the benefit of the payor. These funds may be commingled with other funds similarly collected and held by MakersHub for purposes of making payments requested through the Service. Even though the funds will be held in an account owned by MakersHub, the funds are held solely for the benefit of the payor, not MakersHub, and the payor will be principal with respect to those funds.
8c. ACH Payments and Credits
ACH Payments. When using the Service, if permitted by Your account, Your settings and this Agreement, You may choose to pay Suppliers or be paid by Customers by electronic ACH payment. ACH payments may not be available for all payments, including but not limited to payments made in international currency. MakersHub reserves the right to refuse to make any payment through the ACH Network, for any reason, in MakersHub's sole discretion.
Credit of Returned or Cancelled Payments. If a payment requested or made through the Service is returned or cancelled, MakersHub reserves the right to process an ACH credit in the amount of the payment to the Payment Account of the payor, less any Service Fees or other amounts owed to MakersHub.
9. International Payments
Your use of the Bill Payment Service will include Your consent and authorization for MakersHub to process and originate international payments.
9a. The International Payments Service
If You have an eligible MakersHub account, You may use the International Payments Service to make payments (“International Payments”) to Suppliers located in certain eligible foreign countries. You understand and agree that the International Payments Service is part of and available only for the Bill Payment Service, and the International Payments Service is not available for the Accounts Receivable Service.
MakersHub reserves the right to select and change, at any time, for any reason, in MakersHub's sole discretion, the eligible countries to which or the eligible currencies in which You may request payments to be made using the International Payment Service. MakersHub reserves the right to refuse any payment transaction requested or initiated through the International Payments Service, for any reason, in MakersHub's sole discretion, without any liability to You.
9b. Making International Payments
Process Dates. You understand and agree that, for certain International Payments, You may not be able to select or schedule a future Process Date. We will provide You with an estimated delivery date for Your International Payment when You instruct Us to make the payment, but You understand and agree that actual delivery date may vary. It is Your sole responsibility to ensure that payment to Your Supplier is made as required by agreement, contract or law.
Currency Conversion Rates. You understand and agree that (i) International Payments may require the conversion of currency, and (ii) when making International Payments, the applicable rate of currency conversion may vary from the indicative rate displayed when You request the payment and You will be bound by the applicable rate of currency conversion.
Third Party Service Providers. You understand and agree that MakersHub may use one or more third-party service provider(s) to process or execute International Payments, to convert currency, and/or to transmit and distribute funds to Suppliers outside the United States.
Applicable Rules. You understand and agree that International Payments may be governed by rules of payment networks used to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where the Suppliers are located. The application of foreign laws or regulations to Your International Payments may impact the rights and remedies that You have with respect to the International Payments.
9c. Void Payment Requests
You acknowledge and agree that MakersHub cannot stop or void an International Payment after the payment has begun to process.
9d. Business Payments Only
Our International Payments Service is intended for business payments or payments made by business entities.
10. Accounts Receivable Service
The “Accounts Receivable Service” is a set of services, features and functionalities of the Service that enable You to receive payments from Customers through the Service.
10a. Using the Accounts Receivable Service
Payment Accounts. To use the Accounts Receivable Service, You must associate Your Payment Account **with Your MakersHub account. When You enter Payment Account information for purposes of the Accounts Receivable Service, You represent and warrant:
Payment Instructions. You are solely responsible for the accuracy of the payment information and the payment instructions provided in connection with Your use of the Accounts Receivable Service.
Agent of the Payee; Receipt of Funds. When You use Our Accounts Receivable Service, You appoint MakersHub to act as Your agent in connection with the receipt of funds from Your Customer. Receipt of funds from Your Customer by MakersHub will be deemed to be receipt of funds by You, and will satisfy any payment obligations of Your Customer even if payment is not received by You.
Rights We Reserve. MakersHub reserves the right to refuse to process a payment from a Customer for any reason, including any reason related to the Customer’s financial condition and creditworthiness, in MakersHub's sole discretion, without any liability to You. MakersHub may contact, in its sole discretion, for any reason, a Customer regarding any payments made, or to be made, by the Customer through the Accounts Receivable Service. MakersHub will not process any payment transaction requested from any Customer located outside the United States.
10b. Customer Set Up and Management
To use the Accounts Receivable Service, You may be required to provide accurate and current information about Your Customers. You agree to provide any information or documentation requested by MakersHub, including to verify the identity of the Customer or its payment information. When using the Accounts Receivable Service, You represent and warrant to MakersHub that:
10c. Customer Authorizations
Customer Consents and Authorizations. By providing, entering, connecting, or uploading Customer information to the Service, You represent and warrant that You have obtained all required authorizations or consents from the Customer to share the Customer’s information. You are solely responsible for verifying the accuracy of Customer information provided by You in connection with Your MakersHub account or use of the Service. MakersHub will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Customer’s information, or Your or Your Customer’s actions or inactions.
Payment Authorizations. When requesting a payment from a Customer using the Accounts Receivable Service, You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of the Customer, to be subject to and comply with Agreement and all applicable laws, rules and regulations. You represent and warrant that You have obtained all necessary approvals and authorizations from the Customer to initiate the payment and to authorize ACH debits and credits from the Customer’s bank account, including to fund the payment.
10d. Invoice Creation and Management
You may create invoices through the Service, or import invoices from Your accounting software if the import is supported by both MakersHub. You may use the Accounts Receivable Service to send and track Your invoices, and to send reminders related to Your invoices. By using these features of the Accounts Receivable Service, You represent and warrant that You have all rights and consents necessary to send invoices and reminders to Customers in accordance with any governing agreements and applicable law. MakersHub is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.
10e. Electronic Payments
Your use of the Accounts Receivable Service will include Your consent and authorization, and Your representation and warranty that You have obtained necessary consents and authorization from Customer(s), for MakersHub to process and originate electronic ACH debits and credits.