Rumbleship Financial, Inc. CUSTOMER AUTHORIZATION FOR DIRECT BILLING

 

Introduction

Welcome to Rumbleship Financial, Inc. Rumbleship Financial, Inc., Inc., (“Rumbleship Financial, Inc.”, “we” or “our”) is excited to welcome you (“Customer”, “you” or “your”) to our web-based platform, which provides a solution to help you view, manage and pay invoices for the purchase of products (“Products”) and/or services (including any related deliverables) (“Services”) from vendors that have agreed to use the Rumbleship Financial, Inc. platform (“Suppliers”). The terms and conditions contained in this Customer Authorization for Direct Billing will be referred to as this “Agreement.”

By accessing and using the Rumbleship Financial, Inc. platform, along with any updates, additions or expansions to our platform, you accept, without limitation or qualification, this Agreement.  We may, at any time, modify this Agreement by revising it on our platform or our website via a link available at www.rumbleship.com.  Your continued use of our platform constitutes acceptance of any revisions to this Agreement for future transactions under this Agreement.  This is a legally enforceable contract.

Authorization

By accessing and using our platform, you are (1) agreeing to view and pay your invoices or other bills to Suppliers through Rumbleship Financial, Inc. per the terms of this Agreement, and (2) authorizing Rumbleship Financial, Inc. to request and receive copies of all invoices or other bills from Suppliers. An example of the type of request we may send to each Supplier is included in Attachment A to this Agreement.  

In addition to viewing your invoices electronically, you may also request that Rumbleship Financial, Inc. provide paper copies of each invoice presented for payment by Suppliers.  Unless you and Rumbleship Financial, Inc. otherwise specifically agree, you will view and pay, and we may request and receive copies of, your invoices or other bills from any Supplier that sells you Products or Services, whether or not you have an ongoing relationship with such Supplier as of the Effective Date of this Agreement.  

Additional Terms

You agree to be bound by our terms of use and privacy policy.  Current copies of our website terms of use and privacy policy may be viewed at www.rumbleship.com/terms-of-use and www.rumbleship.com/privacy-policy, respectively.  We may modify the terms of use and privacy policy at any time by revising them on our website in accordance with their respective terms.  You agree to our modifications for future transactions under this Agreement by your continued use of our website or platform.

License

License Rights.  Subject to your compliance with this Agreement, we grant to you a limited, revocable, non-exclusive, non-transferrable license, without the right to sublicense, to access and use our platform for the sole purpose of viewing, managing and paying your invoices for the purchase of Products and/or Services in accordance with this Agreement during the term of this Agreement.

Restrictions.  You may not translate, reverse engineer, decompile, disassemble, modify, alter, rent or make any other unauthorized use of our platform or any software located on or in our platform.  You may not obtain or attempt to mine any information from our platform through any means that we do not intentionally make available through our platform.  In addition, you may not use our platform in a way that makes available any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party.  

Ownership.  We own our platform (excluding certain third party content and data in our platform).  Except for the limited license granted under this section, nothing in the Agreement confers in you any right of ownership in our platform.

Payment Terms

Credit Worthiness.  Rumbleship Financial, Inc. may assign you a credit profile based on information gathered from you and other sources.  Rumbleship Financial, Inc. may update your credit profile on a regular basis.  You agree to provide complete and accurate information requested by Rumbleship Financial, Inc. related to your credit worthiness.  You agree to the payment terms assigned to you by Rumbleship Financial, Inc. based on your credit profile.  

Payment Methods.  All invoices processed through our platform may be paid via check or ACH/electronic check directly from your bank account. Certain invoices processed through our platform may be paid via credit card as indicated at the time of payment.  In the event that you pay for Products or Services using a credit card, Rumbleship Financial, Inc. reserves the right, to the extent permitted by law, to charge you a surcharge. You will be notified of any surcharges for credit card payments in advance (including notification posted on the Rumbleship Financial, Inc. platform at the time of payment) and you will have the right to choose alternate payment methods, such as check or ACH/electronic check.

Extended Payment Terms.  Rumbleship Financial, Inc. may offer you the option to extend the payment term specified in the purchase order with the applicable Supplier (each, a “Purchase Order”) for a finance charge that Rumbleship Financial, Inc. specifies.  If you choose to exercise such extended payment term, you will be required to pay the Rumbleship Financial, Inc.-specified finance charge in addition to the amount of the Purchase Order.

Late Payment Fees.  In the event that you do not make payment of any amount due to Supplier or Rumbleship Financial, Inc. pursuant to the payment term specified in the applicable Purchase Order or as such payment term is extended pursuant to the “Extended Payment Terms” section above, all undisputed sums not paid when due shall accrue interest at the lesser of 1.5 percent (18% annually) or the maximum percentage permitted by law on the unpaid balance until paid in full. We reserve the right to terminate or modify the terms of credit payments (if any) when, in our sole discretion, we believe that its payments may be at risk.

Non-Payment.  If you do not pay Supplier or Rumbleship Financial, Inc. any amounts owed in connection with this Agreement for 120 days, Rumbleship Financial, Inc. shall be entitled to, and you shall permit Rumbleship Financial, Inc. to, retrieve all Products and/or Services in resalable condition (i.e., Products that have not been ruined, spoiled or would reasonably be resold by a third party) at your sole expense.   

Use of Names and Trademarks

You hereby grant Rumbleship Financial, Inc. a paid-up, royalty-free, non-transferable worldwide right and license to use your name, logos, trademarks and description of your business (collectively, “Customer IP”) during the term of this Agreement for Rumbleship Financial, Inc.’s communication with Suppliers concerning your invoices and promotion of the Rumbleship Financial, Inc. platform to Suppliers and other vendors.  You represent and warrant to Rumbleship Financial, Inc. that the Customer IP does not infringe any third party patent, copyright, trademark or other proprietary right.

Representation and Warranty of Customer

You hereby represent and warrant to Rumbleship Financial, Inc. that this Agreement has been duly authorized by all necessary corporate action of your entity and constitutes a valid and binding obligation of your entity, enforceable in accordance with its terms.  

Limited Product and/or Service Warranty and Disclaimers

Limited Warranty.  Rumbleship Financial, Inc. agrees that all representations and warranties made to Rumbleship Financial, Inc. from Supplier shall, unless prohibited by law or under Rumbleship Financial, Inc.’s agreement with the Supplier, pass to you upon your purchase of the applicable Products and/or Services.

No Rumbleship Financial, Inc. Responsibilities.  Rumbleship Financial, Inc. shall in no way be responsible for any engineering, maintenance or warranty services in connection with the Products and/or Services purchased by you.

Disclaimer.  EXCEPT FOR THE LIMITED EXPRESS WARRANTY CONTAINED IN THE “LIMITED WARRANTY” SECTION ABOVE, Rumbleship Financial, Inc. MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER RELATING TO THE PRODUCTS, SERVICES OR THIS AGREEMENT AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.  YOU AGREE THAT YOUR USE OF OUR PLATFORM IS AT YOUR SOLE RISK. OUR PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE.  WE DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN OUR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUR PLATFORM OR THE SERVER THAT MAKES OUR PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN OUR PLATFORM, OR WITH RESPECT TO ANY PRODUCTS OR SERVICES OFFERED BY SUPPLIERS OR INVOICED TO CUSTOMERS THROUGH OUR PLATFORM.    

Limitations of Liability

Rumbleship Financial, Inc. SHALL NOT BE LIABLE FOR, AND YOU ASSUME FULL RESPONSIBILITY FOR, ALL BODILY INJURY (INCLUDING DEATH), PROPERTY DAMAGE AND ENVIRONMENTAL CONTAMINATION RESULTING FROM THE HANDLING, POSSESSION, USE OR DISPOSAL OF ANY PRODUCTS OR SERVICES.  FURTHER, Rumbleship Financial, Inc. SHALL NOT BE LIABLE FOR ANY BILLING ERRORS OR LOSSES DUE TO TYPOGRAPHICAL ERRORS AND IN THE EVENT THAT A PRODUCT OR SERVICE IS MISTAKENLY LISTED AT AN INCORRECT PRICE OR WITH INCORRECT SPECIFICATIONS, Rumbleship Financial, Inc. RESERVES THE RIGHT TO REFUSE OR CANCEL ANY ORDERS PLACED FOR PRODUCTS OR SERVICES LISTED INCORRECTLY, WHETHER OR NOT THE ORDER HAS BEEN CONFIRMED AND WHETHER OR NOT CUSTOMER HAS BEEN CHARGED FOR SUCH PRODUCT OR SERVICE. IF CUSTOMER HAS ALREADY PAID FOR THE PURCHASE AND CUSTOMER’S ORDER IS CANCELLED, Rumbleship Financial, Inc. SHALL ISSUE CUSTOMER A CREDIT IN THE AMOUNT OF THE INCORRECT PRICE.  

IN NO EVENT SHALL Rumbleship Financial, Inc. BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES AND LOST SAVINGS) ARISING FROM OR RELATED TO THIS AGREEMENT, ANY PRODUCTS OR SERVICES, OR THE ACCESS, USE OR PERFORMANCE OF OUR PLATFORM, EVEN IF Rumbleship Financial, Inc. HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

OUR TOTAL LIABILITY IN ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO AN AMOUNT EQUAL TO THE TOTAL OF ALL AMOUNTS PAID TO US AND OUR SUPPLIERS BY YOU DURING THE TERM OF THIS AGREEMENT.

Indemnification

You hereby agree to indemnify, defend and hold harmless Rumbleship Financial, Inc. and its affiliates and our respective officers, directors, members, employees, agents and representatives from and against any and all third-party claims, liabilities, damages, penalties, judgments, assessments, losses, costs and expenses (including reasonable attorneys’ fees), arising out of or relating to your (or your representatives’) (1) breach of any representation, warranty, covenant or agreement contained in this Agreement or (2) fraud, gross negligence, intentional or willful misconduct in the performance of your obligations described in this Agreement.

Termination

Term.  The term of this Agreement begins upon your access to or use of our platform (the “Effective Date”).  The term of this Agreement will continue until it is either terminated under its terms or you are no longer processing any orders, invoices or payments through our platform to Suppliers or using our platform in any other way.  

Termination for Cause.  Either party to this Agreement may terminate this Agreement upon prior written notice if the other party is in breach of any material term or condition of this Agreement and the breaching party fails to cure such material breach within 30 days after receiving written notice from the other party specifying the breach or breaches in question.  

Suspended Use and Termination.  We reserve the right, at anytime, to suspend your access to our platform or terminate this Agreement. We will have no further liability to you upon termination other than as indicated in this Agreement.  You may discontinue use of our platform or terminate this Agreement at any time with sixty (60) days’ prior written notice to us.  

Effect of Termination.  The termination of this Agreement or suspension of your access to our platform will not (1) affect any remedy either of us may have against the other for breach of this Agreement or (2) relieve either of us of any responsibility arising prior to the effective date of termination.   Any provision of this Agreement that by its terms or by its nature is intended to survive termination, including your obligation to pay for Products and Services under Purchase Orders and to pay any corresponding finance charges, will survive termination.

General Terms

Data Sharing.  You hereby acknowledge and agree that we may share aggregated, non-personally identifiable information publicly and with our partners to show general trends about the use of our platform and purchase of products and services and you hereby consent to use of your data for such purposes. Further, if you are a member in a franchise group or cooperative buying group, you hereby grant Rumbleship Financial, Inc. the right to share specific identifiable purchase information and trend data but only with that franchise group or cooperative buying group.

Excusable Delays.  We are not responsible for any delay or failure to perform due to any cause beyond our reasonable control.  Those causes include:  strikes, acts of God, your own acts, transportation interruptions, inability to obtain necessary labor, materials or facilities, a supplier’s default, war, or action of any governmental authority.  

Entire Agreement.  You acknowledge that you have read this Agreement and will be bound by its terms.  You further acknowledge that this Agreement, including the Attachments and other terms specifically incorporated into this Agreement by reference, is the complete and exclusive statement of the agreement between you and Rumbleship Financial, Inc..  It supersedes between the parties all previous and contemporaneous proposals, whether oral or written, and all other communications between you and Rumbleship Financial, Inc. relating to this Agreement’s subject matter, including any terms and conditions on any purchase order, confirmation, invoice or similar document.  

Amendment.  No modification, deletion, addition or waiver of the terms of this Agreement will be binding on either party unless made in writing and signed by a duly authorized representative of each party.  This Agreement controls between the parties over additional or different terms in any purchase order, confirmation, invoice or similar document, even if accepted in writing by both parties.  

Governing Law and Venue.  Subject to the “Arbitration” Section below, the laws of the State of Delaware apply to this Agreement without regard to any choice-of-law rules that might direct the application of the laws of any other jurisdiction.  English will be the governing language of the Agreement.  Subject to the “Arbitration” Section below, the federal and state courts located within San Francisco, California will have exclusive jurisdiction over any dispute arising out of or related to this Agreement.  Each party to this Agreement hereby irrevocably waives any claim that any such court lacks jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over it.  Each party hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement in the courts referred to in this Section and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.  It is specifically agreed that this Agreement will not be covered by or construed in accordance with the terms of the United Nations Convention on Contracts for the International Sale of Goods.

Arbitration.  Any controversy, dispute or claim arising from or relating to this Agreement that cannot be settled amicably shall be determined by an arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA rules governing commercial arbitrations.  The dispute shall be heard by three arbitrators.  Each party to this Agreement shall appoint an arbitrator within 15 days of the date a demand for arbitration is served.  The third arbitrator shall be selected by the two arbitrators chosen by the parties.  If the two arbitrators chosen by the parties cannot agree upon the third arbitrator within 30 days, the third arbitrator shall be appointed by the AAA.  The arbitration shall be conducted in the English language in San Francisco, California.  The seat of the arbitration shall be San Francisco, California.  There shall be a stenographic record of the proceedings.  Judgment on the award may be entered in any court of competent jurisdiction.  The parties hereby waive any appellate review of any applicable court’s confirmation or vacatur of any award issued in connection with the arbitration.  Such award shall be in accordance with the terms of this Agreement and any applicable laws.  Unless otherwise agreed by the parties, no arbitration shall be consolidated with any other proceeding, nor shall it include parties other than Rumbleship Financial, Inc. and Customer and other persons substantially involved in a common question of law or fact and whose presence is necessary to resolve the controversy or dispute.  Unless otherwise agreed, the parties shall continue to perform under this Agreement before and during any arbitration proceeding.

Enforcement.  Since we would suffer irreparable harm in the event of a breach of any provision of the “License” or “Use of Names and Trademarks” sections and money damages or other legal remedies would not be an adequate remedy for the breach, you acknowledge that we will be entitled – in addition to any other remedies we may have – to equitable relief to protect from such harm, including specific performance and injunctive relief, in the event of any breach or threatened breach by you of those provisions.

Assignment; Binding Effect.  We may assign this Agreement, or our rights or obligations under this Agreement.  You may not assign this Agreement or any interest in it, whether directly, by merger, operation of law or otherwise, without our prior written consent.  Any attempted assignment or transfer of this Agreement or any rights or obligations hereunder, except as expressly permitted hereunder, shall be null and void.  This Agreement is binding on and will inure to the benefit of each party’s successors and assignees when properly assigned under this paragraph.

Headings; Construction.  Headings are for convenience only and do not affect the interpretation of this Agreement.  Any presumption or other rule requiring construction of this Agreement against the party that drafted it will not be applied to this Agreement and is waived by the parties.  Unless the context requires otherwise, the term “including” means “including but not limited to.”

Non-Waiver.  If a party fails to enforce the provisions of this Agreement at any time, that failure will not waive the party’s right to exercise the same or any other provisions in the future.

Severability.  If any part of this Agreement is for any reason held to be unenforceable, the rest of it remains fully enforceable and the application of such part will be interpreted so as reasonably to effect the intent of the parties to this Agreement.  The parties further agree to replace such void or unenforceable part of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business, and other purposes of such void or unenforceable part.

Independent Contractors.  The parties are independent contractors.  No provision of this Agreement makes either party a partner, joint venturer, agent or other representative of the other party or grants either party any rights, power or authority to act or create an obligation on behalf of the other party unless specified otherwise in this Agreement.

Compliance with Laws.  Each party will comply with all applicable federal or national, state or regional and local or municipal laws, regulations, ordinances, permits and orders in connection with its performance of or other actions relating to this Agreement.

Notices.  Any notice required or permitted by this Agreement will be in writing and will be delivered by registered or certified mail, postage prepaid, return receipt requested or by email at the address shown below (which address may be updated by the notice procedures in this paragraph):

If to Us:

Attn: Legal Dept

Rumbleship Financial, Inc., Inc

1035 Pacific Ave

San Francisco CA 94133

info@rumbleship.com

If to You:

The primary address you provided when registering for your account.

Notice will be considered to have been given on the date of receipt or refusal if mailed or the date of transmission if sent by email.  

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BY CLICKING "I AGREE" OR OTHERWISE USING OR ACCESSING THE PLATFORM, YOU ARE ACKNOWLEDGING THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER AND AGREEING THAT CUSTOMER SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "CANCEL".