Corbel Marketplace Merchant Terms and Conditions
Updated on: Dec 8, 2023
These Terms and Conditions (the “Agreement”) are made between “Platform”, an online marketplace or auction platform enabling third-party companies to sell equipment, or similar inventory (“Sellers”) and Qipt Technologies, Inc. dba Corbel (“Corbel”) (each, of Platform and Corbel, 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 Platform’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 goods and services auctioned by Platform on behalf of Sellers (“Platform Products”).
ACCEPTANCE OF AGREEMENT
The Corbel Services are being provided to Platform expressly subject to this Agreement. By accessing and/or using the Corbel Services, Platform acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement and Platform represents and warrants that Platform has the right, authority, and capacity to enter into this Agreement on behalf of the business entity the signatory represents. Platform may not access or use the Corbel Services or accept this Agreement if (a) Platform is not of legal age to form a binding contract with Corbel; (b) Platform is prohibited by law from receiving or using the Corbel Services; or (c) Platform is not a U.S. resident.
AMENDMENTS
Corbel reserves the right to amend this Agreement from time to time upon notice to Platform. If Corbel makes material changes to this Agreement, Corbel will provide Platform with notice of such changes before they become effective. Corbel will date the revised Agreement with the last day of revision. If Platform does not agree to the updates made, please stop using the Corbel Services before the updated Agreement becomes effective. Platform’s continued use of the Corbel Services after any change to this Agreement constitutes Platform’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.
TERRITORIES
The Corbel Services will only be available to Customers of Platform with principal places of business in the Territories. The “Territories” shall include all U.S. states other than North Dakota. Corbel may change the scope of the Territories at any time upon notice to Platform.
RESTRICTIONS ON USE OF THE Corbel SERVICES
Platform agrees to use the Corbel Services only for lawful purposes. Platform 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, Sellers 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.
BRAND MANAGEMENT MATERIALS
Corbel may provide certain pre-approved marketing guidelines, language and disclosures (“Brand Management Materials”) to Platform to offer and market the Corbel Services. Platform may not use any materials, other than such Brand Management Materials, to offer and market the Corbel Services, without Corbel’s prior written consent.
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.
INTELLECTUAL PROPERTY
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, Platform hereby grants Corbel a non-exclusive, non-assignable license to use and reproduce Platform’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 Platform regarding use of such Marks.
PLATFORM’S PROVISION OF MERCHANT PRODUCTS TO CUSTOMERS
Customers may apply for financing from Funding Providers through the Corbel Services which may be accessed through the Platform or through a third-party marketplace or online auction platform through which the Platform operates. Where such financing has been successfully procured, Corbel or the Platform will notify the relevant Seller that financing has been approved for purchase of a particular good or service. Platform shall ensure that Seller provides Customer with free and clear access to the Platform Products so that Customer can arrange for rigging and shipping of the Platform Products following a Successful Transaction.
PAYOUT TO PLATFORM
For any loan or lease successfully procured from a Funding Provider through the Corbel Services by a Customer and used for purchase of a Platform Product, where all ancillary stipulations and documentation requests have been completed and any other criteria required by the Funding Provider have been met (a “Successful Transaction”), Funding Provider will disburse to Platform’s U.S. depository bank account, as provided to Corbel by Platform, amounts approved for financing up to the total dollar amount of Successful Transactions. Corbel’s obligations under this Agreement shall be considered complete when funds are disbursed to Platform’s U.S. depository bank account by Funding Provider and Platform shall be solely responsible for disbursing funds to Seller(s). For the avoidance of doubt, if Customer is not approved for financing up to the total dollar amount of the selected Platform Product, Customer may be required to pay the difference between the financing approved and the Platform Product purchase price directly to Platform.
RETURNED PRODUCTS; REFUNDS
Platform will maintain and comply with its refund and return policy, which must be clearly and conspicuously displayed on Platform website, or otherwise easily accessible by Customers and Corbel. In the event that Platform does not allow for Platform Product returns, Platform must ensure that its agreement with Customer clearly discloses this policy and that Platform Products are sold on an “as-is” basis. Where Platform allows for Platform Product returns and a Platform Product is returned to Platform by a Customer following a Successful Transaction, Platform will promptly notify Corbel, so that Corbel can instruct Platform as to where to send the refund (i.e., to which Funding Provider). Pursuant to Corbel’s instructions, Platform 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 Platform Product or refund, Platform will work in good faith to resolve the dispute with the Customer in a timely manner in accordance with applicable Platform policies and applicable law.
FRAUDULENT TRANSACTIONS
Platform shall be fully responsible for any loss arising out of fraud or misrepresentation directly or indirectly caused by Platform or Platform’s employees, contractors, representatives, or agents, and shall indemnify Corbel for any Losses regarding the same.
CONFIDENTIALITY
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. Platform agrees that Corbel may share information disclosed by Platform, as well as information about Customers and Sellers, with Funding Providers in connection with the provision of the Corbel Services.
PRIVACY
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 or Seller to the other Party, it will do so in compliance with its own privacy policies and applicable law.
REPRESENTATIONS, WARRANTIES AND COVENANTS
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.
Platform represents, warrants, and covenants that: (i) it will or ensure that Sellers convey good and valid title to the Platform 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 disburse funds received from Funding Provider to the relevant Seller on behalf of Customer; (iii) 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 (iv) in connection with each Customer’s purchase of Platform Products through the Corbel Services, Platform will disclose to Corbel by email to merchantsupport@corbelpay.com 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 Platform Products.
DISCLAIMER
Corbel EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE Corbel SERVICES ARE PROVIDED “AS IS”.
TERMINATION
Corbel may terminate this Agreement or Platform’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 Platform of termination or these other types of Corbel Services changes by email. Platform may terminate this Agreement by emailing Corbel at merchantsupport@corbelpay.com. 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.
INDEMNIFICATION
Platform 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) Platform’s access to, use of, or alleged use of the Corbel Services; (b) Platform’s violation of this Agreement or any representation, warranty, or agreements referenced herein; (c) Platform’s violation of any rights of a third party including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (d) Platform’s interaction with any Funding Provider or Seller, including without limitation, any failure of Platform to deliver funds to Seller; (e) Platform’s violation of any applicable law; (f) Platform’s fraud, gross negligence or willful misconduct; or (g) any misrepresentation or material omission by the Platform or any of their agents regarding the Corbel Services, Customer’s ability to pay, or the loan or lease of the Funding Partner.
LIMITATION OF LIABILITY
In no event will Corbel be liable or obligated to Platformfor 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 Platform 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.
GOVERNING LAW; FORUM
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. Platform agrees that any judicial proceedings will be brought in, and Platform 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.
INDEPENDENT CONTRACTORS
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.
ASSIGNMENT
This Agreement will be binding on, inure to the benefit of, and be enforceable against the Parties and their respective successors and assigns. Platform may not assign or transfer this Agreement or Platform’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. Platform must promptly notify Corbel if Platform undergoes a change of ownership or control.
ENTIRE AGREEMENT; SEVERABILITY; WAIVER
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.
NOTICES
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 Platform to merchantsupport@corbelpay.com; or (b) sent via electronic mail by Corbel to Platform’s authorized email address as provided to Corbel as part of the Platform onboarding process. Notices will be deemed received one business day after being sent.
CONTACT INFORMATION
If Platform has questions regarding this Agreement or the Corbel Services, please contact Corbel at merchantsupport@corbelpay.com.