Mondu, Inc. Invoice Purchase Solution
These Platform Terms (“Platform Terms“) are a legally binding agreement between the merchant (“Merchant“) and Mondu, Inc. (“Mondu US“). They govern the Merchant’s access to and use of the Mondu Platform (the “Platform“).
By accessing or using the Platform, the Merchant accepts these Platform Terms and agrees to be bound by them. If the Merchant does not agree, it may not access or use the Platform.
The Platform facilitates the Merchant’s participation in the Mondu Invoice Purchase Solution, which is a commercial purchase of accounts receivable. It is not a loan, extension of credit, or consumer financial product. The purchase and sale of receivables is governed by one or more purchase and sale agreements entered into between the Merchant and Mondu US from time to time (each a “Purchase and Sale Agreement”). The collection and use of personal information is governed by the Privacy Policy.
1. Eligibility
1.1. The Platform is available exclusively to businesses using it for commercial purposes. By accessing the Platform, the Merchant represents and warrants that:
(a) it is a legal entity duly formed and validly existing under the laws of its jurisdiction of organization;
(b) it is entering into these Platform Terms solely for commercial purposes and not as a consumer;
(c) all Authorized Users accessing the Platform on the Merchant’s behalf have authority to bind the Merchant; and
(d) it is not subject to sanctions administered by the Office of Foreign Assets Control (“OFAC“), the United Nations Security Council, or any other applicable sanctions authority, and is not acting on behalf of any person or entity that is.
1.2. Mondu US may refuse, suspend, or terminate Platform access at its sole discretion where any of the above representations are or become inaccurate.
2. Authorized Users and Account Access
2.1. The Merchant must designate an initial Authorized User in the Enrollment Form. This individual will hold administrative access to the Platform account on behalf of the Merchant from the date of registration.
2.2. The initial Authorized User may add or remove further authorized representatives of the Merchant. All such individuals are “Authorized Users” for the purposes of these Platform Terms.
2.3. The Merchant warrants that each Authorized User has full authority to act on behalf of the Merchant within the Platform, including submitting receivables for purchase, accepting displayed pricing, and managing account settings. All actions taken by any Authorized User bind the Merchant.
2.4. Each Authorized User must register using the authentication methods specified by Mondu US. Credentials are personal to each Authorized User and must not be shared with any other person. Each Authorized User must protect their access credentials, use devices with appropriate authentication controls, keep software and operating systems updated, and ensure that no unauthorized person can access the Platform through their account.
2.5. The Merchant agrees to provide and maintain accurate, complete, and current information in the Platform. Mondu US may rely on the information provided. The Merchant is responsible for removing Platform access for any individual who ceases to be an authorized representative of the Merchant. Mondu US has no obligation to monitor whether Authorized Users remain authorized.
2.6. The Merchant must promptly notify Mondu US of any actual or suspected unauthorized access to the Platform account, any compromise of Authorized User credentials, and any other security incident affecting the Platform account.
3. The Platform
3.1. The Platform provides the Merchant with a web-based interface through which it can access and manage its participation in the Invoice Purchase Solution.
3.2. The Merchant may view details of payouts due under the applicable Purchase and Sale Agreement, including disbursement timelines and amounts, through the Platform. The Merchant may also view and manage its Collection Account, as defined in the applicable Purchase and Sale Agreement, subject to Mondu US’s prior approval of any changes.
3.3. The Merchant may add, remove, and manage Authorized Users through the Platform. The Merchant may access these Platform Terms and the Privacy Policy through the Platform at any time. Current versions are also available at [URL].
3.4. Mondu US may add, modify, or discontinue any feature of the Platform at its sole discretion, subject to Section 9.1.
4. Intellectual Property
4.1. Mondu US grants the Merchant a limited, non-exclusive, non-sublicensable, non-transferable license to permit its Authorized Users to access and use the Platform for the purposes and during the term set out in these Platform Terms. Mondu US will host and retain physical control of the Platform and will provide Authorized Users with access to use it.
4.2. The Merchant must not, directly or indirectly, and must not authorize any third party to:
(a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, or associated know-how of the Platform;
(b) write or develop any program based on the Platform or use it for the purpose of developing, distributing, or making available products or services that compete with the Platform;
(c) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Platform or any rights thereto;
(d) permit the Platform to be accessed or used by any person other than Authorized Users accessing it in accordance with these Platform Terms;
(e) alter or remove any trademarks or proprietary notices on or in the Platform;
(f) circumvent any authentication or security measures of the Platform or otherwise intentionally disrupt its integrity or performance; or
(g) use the Platform for any purpose other than as expressly permitted under these Platform Terms.
4.3. Mondu US owns all right, title, and interest in and to the Platform, all technology related to it, and all trademarks, trade names, brands, emblems, trade dress, service marks, and associated logos used in connection with it (the “Intellectual Property“). Nothing in these Platform Terms transfers any ownership of Intellectual Property to the Merchant.
5. Electronic Communications
5.1. The Merchant agrees that Mondu US may deliver notices and communications relating to the Platform and the Invoice Purchase Solution by posting them within the Platform or by sending them to the email address specified in the Enrollment Form or registered to the Merchant’s Platform account. All electronic communications delivered in this manner constitute legally valid notices. The Merchant is responsible for ensuring that its registered email address is current and accessible.
5.2. Mondu US may send operational text messages relating to Platform activity and the Invoice Purchase Solution to the mobile numbers registered by Authorized Users. By registering a mobile number with the Platform, the relevant Authorized User consents to receiving such messages. Message and data rates may apply. Authorized Users may opt out of non-essential text messages at any time by following the opt-out instructions included in those messages or by contacting Mondu US.
6. Changes to Platform Terms
6.1. Mondu US may update these Platform Terms at any time by posting an updated version on the Platform. Updated terms take effect on the date stated in the posting.
6.2. Continued use of the Platform after the effective date of any update constitutes acceptance of the revised terms.
7. Merchant Data
7.1. The Merchant is responsible for the accuracy and completeness of all data submitted through the Platform. The consequences of submitting inaccurate or incomplete data are governed by the applicable Purchase and Sale Agreement.
7.2. The collection and use of personal information submitted through the Platform is governed by the Privacy Policy.
8. Geographic Restrictions
8.1. The Platform is intended for use by merchants incorporated and operating in the United States. Access from outside the United States is not supported and may be restricted without notice.
8.2. The Merchant is responsible for ensuring that its use of the Platform complies with all applicable laws in any jurisdiction from which it is accessed. Mondu US may restrict or block access from any jurisdiction at its sole discretion, including in response to applicable sanctions or export controls.
9. Updates and Availability
9.1. Mondu US may update, modify, or discontinue the Platform or any part of it at any time without prior notice.
9.2. Mondu US does not warrant that the Platform will be available at all times or that it will be free from errors or interruptions. Access may be affected by factors outside Mondu US’s control, including network availability, browser compatibility, and third-party infrastructure. Mondu US is not responsible for any loss arising from the unavailability of the Platform where that unavailability results from circumstances outside its reasonable control.
10. Term and Termination, Suspension of Access
10.1. These Platform Terms take effect on the date the Merchant first accesses the Platform and remain in force until terminated in accordance with this section 10.2. Mondu US may suspend the Merchant’s Platform access immediately on written notice where:
(a) the Merchant breaches any term of these Platform Terms and, where the breach is capable of remedy, fails to remedy it within thirty business days of receiving written notice from Mondu US;
(b) the Merchant submits materially inaccurate or fraudulent data through the Platform;
(c) Mondu US reasonably suspects the Platform is being used in a manner that is unlawful or that poses a material risk to other users or to Mondu US;
(d) Mondu US is required to act by law or regulation; or
(e) the Merchant is in material breach of any Purchase and Sale Agreement and has not remedied that breach within the timeframe specified in that agreement.
10.3. Where Mondu US exercises its rights under Section 10.2 for reasons other than an information security concern (which is governed by section 2.3 of the applicable Purchase and Sale Agreement), Mondu US will provide the Merchant with access to transaction records, collection data, and reporting tools necessary to discharge its servicing obligations under the applicable Purchase and Sale Agreement, or will provide an alternative mechanism for that purpose. Mondu US will restore Platform access once the circumstances giving rise to the suspension are resolved.
10.4. Mondu US and Merchant may terminate these Platform Terms at any time on written notice to the other party.
10.5. On termination: (a) the Merchant’s right to access and use the Platform ceases immediately; (b) Sections 4.2, 4.3, 7, 11, 12, 13, 14, 15, and 17 of these Platform Terms survive termination.
10.6 Notwithstanding Section 10.4(a), for a period of thirty days following termination of these Platform Terms, Mondu US will, on written request from the Merchant, provide the Merchant with a copy of its transaction records held on the Platform, in a reasonably accessible format and at the Merchant’s cost.
11. Merchant Responsibilities
11.1. The Merchant is responsible for:
(a) ensuring that all Authorized Users read, understand, and comply with these Platform Terms;
(b) maintaining the security of its Platform account and all Authorized User credentials in accordance with Section 2.4;
(c) ensuring that all data submitted through the Platform is accurate, current, and complete;
(d) complying with all applicable federal, state, and local laws and regulations in connection with its use of the Platform; and
(e) acknowledging that Mondu US is required to provide commercial finance disclosures at the point of transaction for transactions below applicable thresholds in California, Florida, Georgia, Kansas, New York, and Utah, and cooperating with Mondu US’s provision of those disclosures as required.
11.2. The Merchant acknowledges that Mondu US may be required to file reports with regulatory or law enforcement authorities in connection with certain transactions and that Mondu US’s compliance obligations take precedence.
12. Disclaimer of Warranties
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MONDU US EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
MONDU US DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET THE MERCHANT’S REQUIREMENTS; (B) THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR; OR (C) ANY ERRORS WILL BE CORRECTED. Nothing in these Platform Terms limits any right or remedy the Merchant may have under applicable law that cannot be excluded by agreement.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MONDU US OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE PLATFORM TERMS OR THE MERCHANT’S USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE FORM OF ACTION AND EVEN IF MONDU US HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MONDU US’S TOTAL AGGREGATE LIABILITY TO THE MERCHANT FOR ANY DIRECT CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE PLATFORM TERMS WILL NOT EXCEED FIFTY US DOLLARS (USD 50). THIS CAP DOES NOT APPLY TO CLAIMS ARISING UNDER THE APPLICABLE PURCHASE AND SALE AGREEMENT, OR TO LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT.
Nothing in these Platform Terms limits Mondu US’s liability for fraud, willful misconduct, or any other liability that cannot be excluded or limited by applicable law.
14. Indemnification
14.1. The Merchant agrees to indemnify, defend, and hold harmless Mondu US and its affiliates, and each of their respective officers, directors, employees, contractors, and agents, from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Merchant’s misuse of the Platform; or (b) the Merchant’s breach of Section 2, in each case to the extent not covered by Section 10 of the applicable Purchase and Sale Agreement.
14.2. The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement imposing any obligation or liability on the indemnified party may be made without its prior written consent; and (c) provide the indemnifying party with reasonable cooperation and assistance at the indemnifying party’s expense.
15. Class Action Waiver; Third-Party Beneficiary.
15.1. Any dispute, claim, or controversy arising out of or relating to these Platform Terms or the Platform (each a “Dispute“) will be resolved exclusively in the state and federal courts located in New York County, New York. Each party irrevocably submits to the exclusive jurisdiction of those courts.
15.2. Nothing in this Section 15 prevents either party from seeking emergency injunctive or other interim relief from a court of competent jurisdiction where necessary to prevent irreparable harm pending resolution of a Dispute.
15.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MERCHANT AND MONDU US AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. All disputes regarding the provision of the Services, including any third-party identity verification services or the processing of biometric information, must be pursued exclusively through individual proceedings in competent US federal or state courts.
15.4 The Merchant acknowledges and agrees that Mondu US utilizes Onfido, Inc. (“Onfido”) as a third-party identity verification provider. All disputes (including by Merchant and its Authorized Users or any of Merchant’s employees) regarding the provision of services by Onfido, including but not limited to the processing of biometric information, must be pursued exclusively through individual proceedings in competent US federal or state courts.
To the fullest extent permitted by applicable law, the Merchant agrees to a non-severable class action waiver with respect to Onfido. The Merchant warrants and represents that it and its Authorized Users shall not sue Onfido as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in any class, collective, or representative lawsuit against Onfido.
Notwithstanding the severability provisions of Section 17.2, this class action waiver with respect to Onfido is strictly non-severable. If this waiver is found to be invalid or unenforceable for any reason, it cannot be severed from these Platform Terms to permit a class action; instead, any class, collective, or representative proceedings against Onfido shall remain strictly prohibited.
16. Governing Law
16.1. These Platform Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions.
17. General
17.1. These Platform Terms constitute the entire agreement between Mondu US and the Merchant in respect of the Platform and supersede all prior or contemporaneous understandings, negotiations, and agreements relating to the same subject matter, other than any Purchase and Sale Agreement or any Enrollment Form between the Merchant and Mondu US.
17.2. If any provision of these Platform Terms is found to be invalid or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it valid and enforceable. All other provisions will continue in full force and effect.
17.3. No failure or delay by either party in exercising any right under these Platform Terms will operate as a waiver of that right. No single or partial exercise of any right will preclude any further exercise of that or any other right.
17.4. The Merchant may not assign or transfer any rights or obligations under these Platform Terms without Mondu US’s prior written consent. Mondu US may assign its rights and obligations to any affiliate or to any successor in connection with a merger, acquisition, or sale of assets, provided that the assignee assumes Mondu US’s obligations to the Merchant.
17.5. Nothing in these Platform Terms creates any partnership, joint venture, employment, or agency relationship between the Merchant and Mondu US.
17.6. These Platform Terms are for the benefit of the Merchant and Mondu US only. Except as provided in section, no third party has any right to enforce any provision of these Platform Terms.
17.7. Any notice required or permitted under these Platform Terms must be in writing. Notices to Mondu US must be delivered as specified in Section 18. Notices to the Merchant must be delivered as specified in the Enrollment Form. Notices delivered by email are effective on the date sent, provided no delivery failure notification is received.
18. Contact
Questions or concerns about these Platform Terms should be directed to: contact@mondu.ai
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