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Zipfunder Software Terms and Conditions

Please scroll down and read all of the following terms and conditions (“terms of service”) of this agreement carefully before clicking the “I agree with these terms and conditions” or similar button and/or accessing or using the Software Application (defined below). This agreement is a legally binding contract between you (the “Customer”) and Gateway Commercial Finance, LLC d.b.a. Zipfunder or Zipfunder Transportation (“Our Company”) and sets forth the terms and conditions that govern your use of the Software Application. By clicking the “I agree with these terms and conditions” or similar button and/or by accessing or using the Software Application, you accept and agree to abide by these terms and conditions as presented to you – any changes, additions, or deletions by you to these terms and conditions will not be accepted by Our Company and will not be a part of this agreement.

Our Company has complete discretion to update and change the Software Application agreement from time to time and to change the features of the Software Application from time to time. Our Company may make such changes without notice. If you continue to use the Software Application after any such changes, with or without notice, you will be considered to have consented to them.

Updated terms and conditions are always available at https://gatewaycfs.com/zipfunder-terms/.

DEFINITIONS

 

“Agreement” means these Terms and Conditions and all materials referred or linked to here.

“Our Company”,”we”, “us” or “our” means Gateway Commercial Finance, LLC. or any of their affiliates, subordinates, subsidiaries, or an agent acting on their behalf. It also means the company that holds all the license rights, develops and maintains the Zipfunder and Zipfunder Transportation web-based interfaces, mobile applications, and QuickBooks applications, tools, and platforms that are made available to you as part of this Agreement.

“You, “your”, or “Customer” means the person or entity using the Software Application as well as the individuals or companies authorized to use the Software Application on the Customer’s behalf.

“Customer Data” means all information and files that the Customer submits or collects or gives us access to via the Software Application.

“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Software Application”, a.k.a. “Zipfunder Application”, “Zipfunder Software Application”, “Zipfunder Transportation Software Application”, “Zipfunder Transportation Application” or “Zipfunder Transportation Mobile Application”, collectively means the web-based interfaces, mobile applications, and QuickBooks application that we make available to you.

“Third-Party Products” or “Third-Party Software” means products and services that are provided by third-parties which interoperate with or are used in connection with the Software Application. These products and services include, but are not limited to, the QuickBooks online software solution.

“Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you, the Customer, and Our Company including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, and any use of Our Company’s Software Application. “Dispute” also includes any claims that arose before these Terms and Conditions and that may arise after termination of these Terms and Conditions.

“Factoring Agreement” means the agreement signed between Our Company and the Customer for the provision of factoring services.

ACCEPTANCE OF AGREEMENT

 

By accessing or using the Software Application, you acknowledge and agree that you have read, understood, and agree to comply with these Terms and Conditions, and are entering into a binding legal agreement with Our Company. If you do not agree to comply with and be bound by these Terms and Conditions, please do not accept these Terms and Conditions and/or access or use the Software Application.

 

THE SOFTWARE APPLICATION

 

Subject to the Terms and Conditions of this Agreement, Our Company shall provide certain Software Application to the Customer.

  1. Access

The Software Application is provided as part of our factoring services and should only be used by the Customer in connection to the Factoring Agreement between you and our company. Only active factoring customers can be granted access to use the Software Application.

  1. Termination and Expiration
  • Termination. Our Company may terminate the Customer’s access to the Software Application immediately, without advanced notice, if the Customer becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, the Customer infringes or misappropriates Our Company’s intellectual property or proprietary rights, or breaches the Factoring Agreement or the Confidentiality provision set forth herein.
  • Expiration. The access to use the Software Application will expire when the factoring agreement between you and Our Company ends for any reason.
  • Effect of Termination or Expiration. Software Application termination shall not relieve the Customer of the obligation to pay any fees or other amounts accrued or payable to Our Company in relationship with the Factoring Agreement. Upon termination or expiration of this Agreement, the Customer will stop all use of the Software Application.
  • Retrieval of Customer Data. As long as the Customer has paid all fees or other amounts owed to Our Company in relation to the Factoring Agreement if the Customer makes a written request within thirty (30) days after termination or expiration of this Agreement, Our Company will provide the Customer with temporary access to the Software Application to retrieve all Customer Data then in Our Company’s possession or control. Our Company may withhold access to Customer Data until the Customer pays any fees or other amounts owed to Our Company. Thirty (30) days after termination or expiration of this Agreement, Our Company will have no obligation to maintain or provide the Customer any Customer Data and may, unless legally prohibited, delete all Customer Data in Our Company’s systems or otherwise in Our Company’s control.
  1. Suspension
  • Suspension for Prohibited Acts. Our Company may suspend the Customer’s access to the Software Application if the Customer uses the Software Application in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
  • Suspension for Breach of Factoring Agreement. Our Company may suspend the Customer’s access to all or any part of the Software Application anytime if the Customer breaches the Factoring Agreement.
  • Suspension for Present Harm. If the Customer’s use of the Software Application: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Software Application or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then Our Company may, with electronic or telephonic notice to the Customer, suspend all or any access to the Software Application. Our Company will try to limit the suspension to the affected portion of the Software Application and promptly resolve the issues causing the suspension of the Software Application.

INTERACTION WITH THIRD-PARTY SITES, SERVICES, AND PRODUCTS

 

  1. Connection and Interaction. The Software Application may enable the Customer to connect or interact with a third-party software product, such as an accounting software product, that the Customer is using. In order to connect or interact with a specific Third-Party Software Product, the Customer will need to have, and actually be signed-in to, an active user account for that Third-Party Software Product. The Customer is solely responsible for: (i) registering the Third-Party Software Product Account; (ii) keeping the Third-Party Software Product active; (iii) the Customer’s choice to connect, interact with, and use the Third-Party Software Product; and (iv) the payment of any Third-Party Software Product fees to the provider of the Third-Party Software Product in connection with the use of the Third-Party Software Product. Our Company is not affiliated with, have no control over, and assume no responsibility for, the policies or practices of any Third-Party Software Product or Third-Party Software Product provider. The Customer acknowledges and agrees to review and be bound by the terms of use and privacy policy of any Third-Party Software Product that the Customer uses and connects with, and the Customer agrees to indemnify and hold Our Company and our Software Provider harmless, and expressly release Our Company and our Software Provider, from any and all liability arising from the Customer’s use of, and/or connection to, a Third-Party Software Product.
  2. Authorization. If the Customer chooses to connect or interact with a Third-Party Software Product then the Customer: (i) hereby grants Our Company authorization to access the Customer’s Third-Party Software Product Account in accordance with the rules for doing so prescribed by the Third-Party Software Product provider; and (ii) agrees to cooperate with Our Company and provide any information that Our Company or the Third-Party Software Product provider may request in order to enable Our Company to access the Customer’s Third-Party Software Product Account. Our Company will only access and use the Customer’s Third-Party Software Product in order to provide the Software Application services to the customer.
  3. Customer Data. If the Customer connects or interacts with a Third-Party Software Product then Our Company will collect certain data and materials from that Third-Party Software Product (“Third-Party Software Product Data”). Our Company only collects Third Party Software Product Data that the Third-Party Software Product provider enables Our Company to collect by utilizing the Third-Party Software Product provider’s “connect” tool. If Our Company collects Thir- Party Software Product Data then Our Company may use it to provide the Software Application services and Factoring Service to the Customer (collectively, “Data Uses”). The Customer hereby provides its express consent for Our Company to collect and use Customer Third-Party Software Product Data for the purpose of performing the Data Uses.
  4. The Customer acknowledges that any failure to take any of the steps described in Sections “Connection and Interaction”, “Authorization”, and “Customer Data” of these Terms and Conditions, above, may restrict us from enabling a connection or interaction with a Customer’s Third-Party Software Product Account and may prevent the Customer from being able to use our Software Application.

CUSTOMER DATA

 

The Customer may choose to provide, transmit, upload, import, or make accessible certain data, including without limitation Third-Party Software Product Data, to us (collectively, “Customer Data”) for Our Company uses in connection with the Software Application and Factoring Agreement. Our Company will use Customer’s Data to provide our Factoring Service and Software Application services to the Customer. The Customer hereby provides its express consent for Our Company to collect and use the Customer Data for the foregoing purposes.

The Customer shall remain solely responsible and liable for its Customer Data, including without limitation for our reliance upon Customer Data in order provide the Software Application to the Customer, and the Customer agrees to indemnify and hold Our Company harmless, and expressly release Our Company, from any and all liability arising from the foregoing.

The Customer acknowledges that: (i) the Software Application does not operate as an archive or file storage service and Our Company do not store all of the Customer Data that Customer may provide, upload, import, or otherwise generate during the Customer’s use of the Software Application; (ii) The Customer is solely responsible for the backup of its Customer Data; and (iii) The Customer will lose access to any Customer Data that the Customer deletes.

In case the Customer is using the Software Application, the Customer consents to Our Company’s collection of data as part of the Software Applications services and Factoring Agreement, including but not limited to the collection of QuickBooks data, computer and mobile device media access controller information and machine Global Unique Identifier (GUID).

The Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data directly or indirectly processed using the Software Application and that Our Company is not responsible for the failure to store, the loss, or the corruption of Customer Data. The Customer agrees that Our Company and its affiliated entities will collect and track technical and related information about the Customer and the Customer’s use of the Software Application, including the Customer’s internet protocol address, the hardware, and software that the Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Application and for internal purposes only, including without limitation to facilitate in the provision of updates, support, and research and development.

Our Company agrees that the Customer Data shall be treated as Confidential Information by Our Company and shall remain the Customer’s sole property. We follow generally accepted industry standards to protect the security and confidentiality of Data. We will maintain any personally identifiable information that we collect and/or receive in accordance with our Privacy Policy which is available at https://gatewaycfs.com/privacy-policies/. Notwithstanding any other provision herein, Customer agrees that Our Company may use aggregate data that is anonymous and is not personally identifiable in order to evaluate, develop and improve the Software Application and our factoring services and for the other purposes set forth in our Privacy Policy.

PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY

 

This is an Agreement for access to and use of the Software Application and the Customer is not granted a license to any software by this Agreement. The Software Application is protected by intellectual property laws, they belong to and are the property of Our Company and Our Company retains all ownership rights them. The Customer acknowledges and agrees that, as between the Customer and Our Company, all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including but not limited to algorithms and business processes), and other proprietary rights, arising out of or relating to the provision of the Software Applications belong exclusively to Our Company, other than the Customer Data. Our Company is hereby granted a royalty-free, fully-paid, worldwide, exclusive, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations, or other feedback provided by the Customer relating to the Software Application. All rights not expressly granted under this Agreement are reserved by Our Company.

The Customer shall not, and shall not permit any third party to (i) copy, distribute or modify any part of the Software Application or to copy, use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose any Software Application code or content, except as expressly authorized herein; (ii) decompile, disassemble, reverse-engineer, or derive or attempt to derive the source code form of, the Software Application; (iii) disrupt any servers or networks connected to the Software Application; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Software Application; (v) circumvent, disable or otherwise interfere with security-related features of the Software Application or features that prevent ,restrict use or enforce limitations on use of the Software Application; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on the Software Application; (vii) use the Software Application to develop a competing service or product; and/or (ix) use the Software Application to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms and Conditions.

LIMITATION OF LIABILITY

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL OUR COMPANY OR ITS AFFILIATED ENTITIES HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE APPLICATION OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER DAMAGES OR LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH ANY SUCH LIABILITY IS BASED; AND (II) THE ENTIRE AGGREGATE LIABILITY OF OUR COMPANY, OUR SOFTWARE PROVIDER, AND ITS AFFILIATED ENTITIES AND THE SOLE REMEDY AVAILABLE TO THE CUSTOMER IN ANY CASE IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE APPLICATION OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO TERMINATION OF THIS AGREEMENT.

INDEMNIFICATION

 

The Customer will indemnify, defend and hold Our Company harmless, at the Customer’s expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against Our Company (and Our Company’s officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Our Company to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Software Application by the Customer; (b) the Customer non-compliance with or breach of these Terms of Services, (c) the Customers use of Third-Party Products or Services, or (d) the unauthorized use of the Software Application by any other person using the Customer’s account. Our Company will: notify the Customer in writing within thirty (30) days of our becoming aware of any such claim; give the Customer sole control of the defense or settlement of such a claim; and provide the Customer (at the Customer’s expense) with any and all information and assistance reasonably requested by the Customer to handle the defense or settlement of the claim. The Customer shall not accept any settlement that (i) imposes an obligation on Our Company; (ii) requires Our Company to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Our Company without Our Company and or our Software Provider’s prior written consent.

CONFIDENTIALITY

 

Our Company will: (a) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (b) not use any Confidential Information for any purpose outside the scope of these Terms of Services, (c) not disclose Confidential Information to any third party, and (d) limit access to Confidential Information to its contractors, advisors, and agents. Upon notice to the Customer, Our Company may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process.

DISCLAIMER

 

  1. Disclaimer of Warranties. OUR COMPANY AND OUR COMPANY’S AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SOFTWARE APPLICATION, AND DATA MADE AVAILABLE FROM THE SOFTWARE APPLICATION, FOR ANY PURPOSE. THE SOFTWARE APPLICATION, ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. OUR COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SOFTWARE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
  3. Third-Party Products. OUR COMPANY DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS AND SERVICES THAT THE CUSTOMER USES. THE CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT THE CUSTOMER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, OUR COMPANY WOULD NOT PROVIDE THE SOFTWARE APPLICATION TO THE CUSTOMER.

GENERAL

 

  1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between Our Company and the Customer. Nothing in this Agreement creates an exclusive relationship or in any way prevents Our Company from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers.
  2. Right to Amend. Our Company may update and change any part or all of these Terms of Service, including the fees and charges associated with the use of the Software Application, if any. If Our Company updates or changes these Terms of Service, the updated Terms of Service will be posted at https://gatewaycfs.com/zipfunder-terms/ .The updated Terms of Service will become effective and binding on the next business day after it is posted. When Our Company changes these Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. Our Company encourages the Customer to review these Terms of Service periodically.
  3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; the act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or another event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
  4. Actions Permitted. Except for actions for breach of intellectual property or proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
  5. Compliance with Laws. Our Company will comply with all U.S. state and federal laws in our provision of the Software Application, and our processing of Customer Data. Our Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
  6. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
  7. Notices. Notice will be sent to the contact address set forth herein and will be deemed delivered as of the date of actual receipt.

To Gateway Commercial Finance, LLC d.b.a. Zipfunder or Zipfunder Transportation: 340 S.E. 1st Street, Delray Beach, Florida, USA

 

To the Customer: the Customer’s address as it is detailed in our factoring agreement with you. Our Company may give electronic notices by general notice via the Software Application and may give electronic notices specific to the Customer by email to the Customer’s e-mail address(es) on record in our account information for you or through the notifications center of the Software Application. Our Company may give notice to the Customer by telephone calls to the telephone numbers on record in our account information for you. The customer must keep all of your account information up to date.

 

  1.  Entire Agreement. These terms of services along with our Privacy Policy are the entire agreement between Our Company and the Customer for the access and use of the Software Application and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. Our Company’s obligations are not contingent on the delivery of any future functionality or features of the Software Application or dependent on any oral or written public comments made by Our Company regarding future functionality or features of the Software Application.
  2. Assignment.The Customer will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control, or operation of law, without our prior written consent, which will not be unreasonably withheld. Our Company may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
  3. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Updated April 14th, 2024