Corbel Merchant Terms and Conditions

Updated on: Dec 4, 2023

These Terms and Conditions (the “Agreement”) are made between “Merchant”, a merchant selling equipment, or similar inventory and Qipt Technologies, Inc. dba Corbel (“Corbel”) (each, a “Party” and collectively, the “Parties”) and governs the use of Corbel Services as described below.

Corbel works with third party lenders and other financing providers (“Funding Providers”), to enable Merchant’s business customers (“Customers”) to obtain commercial financing through Corbel’s proprietary platform, related application programming interfaces, and other technology and access solutions (collectively, the “Corbel Services”) to fund purchase of Merchant’s  goods and services (“Merchant Products”). 


The Corbel Services are being provided to Merchant expressly subject to this Agreement. By accessing and/or using the Corbel Services, Merchant acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement and Merchant represents and warrants that Merchant has the right, authority, and capacity to enter into this Agreement on behalf of the business entity the signatory represents.  Merchant may not access or use the Corbel Services or accept this Agreement if (a) Merchant is not of legal age to form a binding contract with Corbel; (b) Merchant is prohibited by law from receiving or using the Corbel Services; or (c) Merchant is not a U.S. resident.  


Corbel reserves the right to amend this Agreement from time to time upon notice to Merchant.  If Corbel makes material changes to this Agreement, Corbel will provide Merchant with notice of such changes before they become effective.  Corbel will date the revised Agreement with the last day of revision.  If Merchant does not agree to the updates made, please stop using the Corbel Services before the updated Agreement becomes effective.  Merchant’s continued use of the Corbel Services after any change to this Agreement constitutes Merchant’s agreement to be bound by any such changes.  Corbel may terminate, suspend, change, or restrict access to all or any part of the Corbel Services without notice or liability.


The Corbel Services will only be available to Customers of Merchant with principal places of business in the Territories. The “Territories” shall include all U.S. states other than North Dakota and California. Corbel may change the scope of the Territories at any time upon notice to Merchant.


Merchant agrees to use the Corbel Services only for lawful purposes. Merchant will not: (a) offer for sale or lease, or sell, resell, or lease, or in any way transfer the Corbel Services; (b) attempt to create a substitute or similar service through use of, or access to, the Corbel Services; or (c) access or use the Corbel Services in a way intended to avoid incurring Fees, misrepresent usage or performance data, misrepresent transaction amounts or item data, misrepresent customer information, or knowingly permit customers or third parties to engage in actions that are prohibited under the Agreement; or (d) access or use the Corbel Services in a way that could impair, overburden, damage, or disable any portion of the Corbel Services.


Corbel may provide certain pre-approved marketing guidelines, language and disclosures (“Brand Management Materials”) to Merchant to offer and market the Corbel Services. Merchant may not use any materials, other than such Brand Management Materials, to offer and market the Corbel Services, without Corbel’s prior written consent. 


All loans and leases obtained by Customers through the Corbel Services are originated and made by Funding Providers. Corbel is not a lender and any underwriting and/or credit decisions associated with the Corbel Services are determined solely by Funding Providers in their sole discretion.


Each Party shall retain sole and exclusive right, title and interest to all of its intellectual property, including its marks, websites, technology, and proprietary information. Unless otherwise stated, nothing in this Agreement shall confer to either Party or any of their affiliates, any right, title or interest to the intellectual property of the other Party. Notwithstanding the aforementioned, during the Term, Merchant hereby grants Corbel a non-exclusive, non-assignable license to use and reproduce Merchant’s trademarks, trade names, trade dress and logos (“Marks”) in connection with the Corbel Services under this Agreement; provided that Corbel shall comply with all reasonable written instructions from Merchant regarding use of such Marks.  


Customers may apply for financing from Funding Providers through the Corbel Services which may be accessed through online third-party marketplaces or platforms through which Merchant markets the Merchant Products (each, a “Platform”). Where such financing has been successfully procured, Corbel or the Platform will notify Merchant that financing has been approved for purchase of a particular good or service, and Merchant hereby agrees to provide the relevant good or service to the Customer upon Merchant’s verification of the Customer’s identity as determined by Merchant’s review and documentation of Customer’s valid government issued identification.


For any loan or lease successfully procured from a Funding Provider through the Corbel Services by a Customer and used for purchase of a Merchant Product, where such Merchant Product has been duly delivered to the Customer, such Merchant Product is in good condition, and any other criteria required by the Funding Provider have been met (a “Successful Transaction”), Funding Provider will disburse to Merchant’s U.S. depository bank account, as provided to Corbel by Merchant, amounts approved for financing up to the total dollar amount of Successful Transactions. For the avoidance of doubt, if Customer is not approved for financing up to the total dollar amount of the selected Merchant Product, Customer may be required to pay the difference between the financing approved and the Merchant Product purchase price directly to Merchant.


Merchant will maintain and comply with shipping and service fulfillment practices that meet or exceed (a) good industry standards maintained and complied with by merchants similar to Merchant, and (b) any requirements set forth in Merchant’s agreements with applicable Customers. If requested by Corbel, Merchant will provide Corbel with the relevant shipment tracking and delivery details for each Merchant Product financed through the Corbel Services within 1 business day of Corbel’s request.


Merchant will maintain and comply with its refund and return policy, which must be clearly and conspicuously displayed on Merchant website, Merchant’s page on a Platform website, or otherwise easily accessible by Customers and Corbel. In the event that a Merchant Product is returned to Merchant by a Customer following a Successful Transaction, Merchant will promptly notify Corbel, so that Corbel can instruct Merchant as to where to send the refund (i.e., to which Funding Provider). Pursuant to Corbel’s instructions, Merchant shall promptly issue full or partial refunds and not store credit, and shall direct such refund to the Funding Provider via wire or ACH. If there is a dispute regarding the Merchant Product or refund, Merchant will work in good faith to resolve the dispute with the Customer in a timely manner in accordance with applicable Merchant policies and applicable law.


Merchant will utilize best efforts to prevent fraudulent Customer transactions and minimize the risk of loss associated with such fraudulent transactions. Merchant shall be fully responsible for any loss arising out of fraud or misrepresentation directly or indirectly caused by Merchant or Merchant’s employees, contractors, representatives, or agents, and shall indemnify Corbel for any Losses regarding the same.


The Parties agree that any information or material which is transmitted by a Party to the other Party shall be treated as confidential except for information which: (A) the receiving Party already possesses without obligation of confidentiality, develops independently without reference to confidential information of the disclosing party, or rightfully receives without obligation of confidentiality from a third party; or (B) is or becomes publicly available without the receiving party’s breach of this Agreement. Notwithstanding the above. Merchant agrees that Corbel may share information disclosed by Merchant, as well as information about Customers, with Funding Providers in connection with the provision of the Corbel Services.


In the performance of its obligations under the Agreement, each Party may create, receive, or have access to information regarding customers of the other Party of a personal, sensitive, or confidential nature relating to a living person who can be identified from such information alone or when used in conjunction with other information available to such Party. To the extent a Party provides such information about a Customer to the other Party, it will do so in compliance with its own privacy policies and applicable law.


Each Party represents and warrants that: (i) it is duly formed, validly existing, and in good standing under the laws of its state of incorporation or formation; (ii) it has the right, power, and authority to enter into the Agreement; (iii) it is in compliance with all applicable laws, rules, and regulations in connection with carrying out its obligations under the Agreement; and (iv) there is no pending or, to such Party’s knowledge, threatened litigation, arbitration matter, or other dispute to which such Party or any of its affiliates is a party that would reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Party’s ability to fulfill its obligations under the Agreement.

Merchant represents, warrants, and covenants that: (i) it will convey good and valid title to the Merchant Products delivered or otherwise made available to a Customer as a result of any Successful Transaction, free and clear of all encumbrances, debts, mortgages, attachments, pledges, charges, claims, and liens of any kind; (ii) it will not misrepresent the Corbel Services nor make any statements, or disclosures to any Customer or enter into any agreement with a Customer that could reasonably cause any agreement between a Customer and Corbel or any agreement between a Customer and a Funding Provider to be unenforceable, invalid, or subject to any defense, claim, counterclaim, or setoff; and (iii) in connection with each Customer’s purchase of Merchant Products through the Corbel Services, Merchant will disclose to Corbel by email to any information about the Customer that would adversely affect the performance of the Customer’s payments under the loan or lease agreement with the Funding Provider, including but not limited to any missed payments by Customer for other Merchant Products.




Corbel may terminate this Agreement or Merchant’s access to the Corbel Services at any time for any reason. Corbel may add or remove, suspend, stop, delete, discontinue or impose conditions on the Corbel Services or any feature or aspect of a Corbel Service. Corbel will take reasonable steps to notify Merchant of termination or these other types of Corbel Services changes by email. Merchant may terminate this Agreement by emailing Corbel Termination will not release either Party from financial obligations owed to the other Party for services delivered prior to or after termination of this Agreement.


Merchant agrees to release, indemnify, and hold harmless Corbel and its affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) Merchant’s access to, use of, or alleged use of the Corbel Services; (b) Merchant’s violation of this Agreement or any representation, warranty, or agreements referenced herein; (c) Merchant’s violation of any rights of a third party including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (d) Merchant’s interaction with any Funding Provider; (e) Merchant’s violation of any applicable law; (f) Merchant’s fraud, gross negligence or willful misconduct; or (g) any misrepresentation or material omission by the Merchant or any of their agents regarding the Corbel Services, Customer’s ability to pay, or the loan or lease of the Funding Partner.


In no event will Corbel be liable or obligated to Merchant for any special, indirect, incidental, punitive, exemplary, or consequential damages or lost profits, whether in contract or tort (including breach of warranty, negligence, and strict liability), and Corbel’s liability to Merchant for any losses arising out of or relating to Corbel’s performance or failure to perform its obligations under the Agreement will be limited, in the aggregate, to an amount equal to $1,000. All claims for any losses arising out of or relating to Corbel’s performance or failure to perform its obligations under the agreement must be filed within two years from the date giving rise to such claim. This limitation of liability will apply to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.


This Agreement and all disputes arising under the Agreement shall be governed by and construed in accordance with the laws of the State of New York notwithstanding any conflict of law rules. Merchant agrees that any judicial proceedings will be brought in, and Merchant hereby consents to the exclusive jurisdiction and venue in the state courts in the City and County of New York, New York or federal court for the Southern District of New York.


The Parties are independent contractors. Nothing in the Agreement will be construed to create a joint venture, partnership, franchise, or agency relationship between the Parties.


This Agreement will be binding on, inure to the benefit of, and be enforceable against the Parties and their respective successors and assigns. Merchant may not assign or transfer this Agreement or Merchant’s rights hereunder, in whole or in part, by operation of law or otherwise, without Corbel’s prior written consent. Corbel may assign this Agreement or any of Corbel’s rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Merchant must promptly notify Corbel if Merchant undergoes a change of ownership or control.


This Agreement embodies the entire agreement and understanding between the Parties and supersedes all other prior agreements and understandings relating to the subject matter of this Agreement. If any provision of this Agreement is determined to be invalid, such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.


All notices, acceptances, approvals, and other communications provided pursuant to the Agreement will be in writing, which may be provided electronically, and deemed duly given when: (a) sent via electronic mail by Merchant to; or (b) sent via electronic mail by Corbel to Merchant’s authorized email address as provided to Corbel as part of the Merchant onboarding process. Notices will be deemed received one business day after being sent.


If Merchant has questions regarding this Agreement or the Corbel Services, please contact Corbel at