Legal

Terms of Service

Last revised: August 25, 2022 · Carried over from the Yellowpay Terms of Service and condensed for the Yellowpay brand — counsel review pending, §12 in particular

The short version: this agreement covers how Yellowpay moves money through its partner banks, what you authorize when you link a bank account, what the services may be used for, and how disputes are resolved — by binding individual arbitration, not in court.

1. Agreement to these terms

Yellowpay Inc (“Yellowpay”) provides business-to-business trade credit and payment services through its website and platform (the “Services”). By using the Services you agree to these terms on your own behalf and on behalf of any organization you act for, and you represent that you have authority to do so. Banking and payment processing are provided through Yellowpay’s partner banks, which may enforce the provisions of this agreement that relate to the services they provide. If you do not agree, do not use the Services.

2. Changes to these terms

Yellowpay may modify this agreement at any time by updating this page and will take reasonable steps to notify you of material changes. Continued use of the Services after a change means you accept it.

3. The Services

Yellowpay pays suppliers within 2 business days of an approved invoice and extends their buyers net terms of up to NET-120. Payments move by ACH, wire, or card through accounts held at partner banks for the benefit of Yellowpay’s customers; funds in transit (other than fees) never become Yellowpay’s property.

Yellowpay is an independent third party to the commercial relationship between supplier and buyer. It is not a party to your sales contracts and is not responsible for the goods, services, delivery, or disputes underlying an invoice.

4. Eligibility and your account

You must be at least 18, able to form binding contracts, and acting for a United States–domiciled business. Provide accurate registration information and keep it current, safeguard your credentials, and treat every action taken under your account — including by delegates you authorize — as your own.

5. Verification and privacy

You authorize Yellowpay, directly or through third parties, to make the inquiries needed to verify your identity and your business, and to deny or limit the Services if verification fails. Personal information is handled under the Privacy Policy, which is incorporated into this agreement by reference.

6. Linked bank accounts and payment methods

Account linking uses Plaid; you authorize the transfer and processing of your financial information under Plaid’s privacy policy, and micro-deposit verification of linked accounts. You represent that you control each payment method you link, and you authorize debits and credits to it per your instructions — including ACH entries governed by NACHA rules, under which you are the Originator.

7. Payment review, returns, and insufficient funds

Any payment may be held for review; cooperate with inquiries or your payment may be delayed or declined. Returned or failed payments may be voided and credited back. Keep sufficient funds available for your obligations, and reimburse Yellowpay immediately on demand for returned items plus associated bank fees.

8. Chargebacks, stop payments, and refunds

If you initiate a chargeback or ACH return for a payment already delivered, you assign the associated claim to Yellowpay, and recipients authorize a debit for chargebacks received against them. Stop-payment requests are handled on a commercially-reasonable-efforts basis. Refund availability depends on the disbursement channel; when a refund is issued, fees are generally refunded pro rata less unrecoverable costs.

9. Fees

Yellowpay charges a flat percentage of each funded invoice, quoted in writing at qualification before you sign. No setup fee, no monthly minimum, no collections charges. Fee changes never apply retroactively to invoices already funded.

10. Taxes

You are responsible for taxes arising from your use of the Services, and for fees, fines, and penalties caused by your breach of this agreement. Amounts you owe may be collected from your linked payment methods.

11. Acceptable use

The Services are for legitimate, US-based, business-to-business commercial payments only — never personal, family, or household purposes. Prohibited uses include gambling, illegal drugs, weapons and explosives, currency and crypto sales, pyramid schemes, adult content and services, payments unconnected to a rendered good or service, fraud, infringement, scraping, and interference with the Services. Yellowpay may investigate suspected violations and may suspend accounts, hold or reclaim funds, notify affected parties, or terminate service.

13. Third-party services

The Services may connect to third-party products and link to third-party sites. Their terms govern your use of them, and Yellowpay is not responsible for their performance or content.

14. Disclaimer of warranties

The Services are provided “as is,” without warranties of any kind, express, implied, or statutory — including merchantability, fitness for a particular purpose, and non-infringement. Yellowpay does not guarantee uninterrupted access or specific processing timeframes, which depend on factors outside its control.

15. Limitation of liability

To the fullest extent permitted by law, Yellowpay and its partner banks are not liable for indirect, incidental, special, or consequential damages, including lost profits or business interruption. Total aggregate liability is limited to the direct damages you actually incurred in the six months before the claim arose.

16. Indemnification

You will defend and indemnify Yellowpay and its partner banks against third-party claims arising from your breach of this agreement, actions taken on your instructions, your use of the Services, or the misconduct of your employees, contractors, or agents.

17. Closing, suspension, and termination

Close your account any time by writing to hi@getyellowpay.com; your obligations survive closure. Yellowpay may suspend or terminate access to the Services at any time upon notice. Payments already processing complete normally unless canceled under review.

18. Electronic communications

You consent to receive this agreement, disclosures, notices, and service communications electronically; they count as “in writing.” Paper copies of past communications are available free on request within 180 days. You also consent to service-related text messages; you can opt out of promotional texts at any time, and withdrawing electronic-communications consent entirely may end your eligibility for the Services.

19. Dispute resolution and arbitration

This agreement is governed by California law, with proceedings in San Francisco County. ALL DISPUTES ARE RESOLVED BY BINDING INDIVIDUAL ARBITRATION under the AAA Commercial Arbitration Rules: YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, except for matters eligible for small-claims court. The prevailing party recovers its AAA fees and reasonable attorneys’ fees, and the Federal Arbitration Act governs this clause.

20. General

This agreement (with the documents it references) is the entire agreement between you and Yellowpay. Yellowpay’s marks, site, and technology are its exclusive property. Yellowpay is not liable for delays caused by events beyond its reasonable control. You may not assign this agreement without consent; Yellowpay may. If a provision is unenforceable it is modified to the minimum extent necessary, and a delay in enforcement is not a waiver.

21. Contact

Questions about this document: hi@getyellowpay.com · Yellowpay Inc · United States. Account-related requests must come from the email address on your account.