Terms, Risks & Waivers

These Terms, Risks & Waivers (“Terms, Risks & Waivers”) govern your access to and use of the Discount-Flow.com website (the “Site” or “Services”), which is a product of, and is owned and operated by, Featherbrooke Inc (“Featherbrooke”, “Discount-Flow.com”, “we”, “us”, “our”, or the “Operator”). These Terms are in addition to, and incorporate by reference, the Website Terms and the Privacy Policy. These Terms, Risks & Waivers form a binding agreement between us and both you and the entity on whose behalf an individual registers for, or uses or represents, the Discount Flow Service (collectively the “user”, “User”, or “you”). By accessing or using the Site, you agree to be bound by these Terms, Risks & Waivers.

BY REGISTERING FOR, ACCESSING, OR USING THE SERVICE, OR BY CLICKING “I AGREE”, YOU AGREE TO BE BOUND BY THESE TERMS. THE INDIVIDUAL ACCEPTING THESE TERMS REPRESENTS AND WARRANTS THAT THEY HAVE FULL LEGAL AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF THEY ARE ACCEPTING. IF YOU DO NOT HAVE THAT AUTHORITY OR YOU DO NOT AGREE, DO NOT USE THE SERVICE.

Plain English Highlights

We are just software. We are not lawyers, brokers, or advisors. We take on no risk, and to the greatest extent permitted by law, you agree not to bring us into any dispute and we make no implicit or explicit warranties of any kind.

Suppliers and Buyers in existing supply-chain commercial relationships who already know each other use the software to expedite an early-settlement discount (Discount Flow) or a Refundable User Deposit (Profit Flow). Not everyone is a registered user — a user can use guest checkout with their existing supply-chain commercial partners.

No money flows through us. Buyers pay or transfer money directly to their existing Suppliers. Users set their own choices and defaults through use of the software (we are not advisors). We are not arbiters.

What we provide is “as is”, and you take all the risk in dealing with other parties and in your use of the software, and you agree that you have no rights or claim against the Operator to the maximum extent allowed by law. Commercial arrangements between counterparties carry risk.

You explicitly waive all rights, claims, or obligations against the Operator to the maximum extent permitted by law.

Do not copy our stuff — we will protect our rights and intellectual property.

1. Definitions

• “Authorized User” means an employee, contractor, or agent of User that User authorizes to access and use the Service on User’s behalf.
• “Buyer” means a User that elects to make accelerated payments to their Supplier (Discount Flow), or a User that wishes to advance a Refundable User Deposit to their Supplier (Profit Flow), in an existing commercial supply-chain relationship.
• “Supplier” means a business that is owed money for invoices and offers discounts in exchange for accelerated payment (Discount Flow), or a business that receives and is obligated to repay a Refundable User Deposit (Profit Flow) from an existing supply-chain-relationship Buyer.
• “Offer” means a proposal initiated between the parties, including (as applicable) the discount terms, expiry window, deposit amount, interest rate, term, and other commercial particulars.
• “Refundable User Deposit” (“RCD”) means a commercial supply-chain arrangement in which the Buyer advances funds to the Supplier and the Supplier is obligated to repay the principal plus Interest at the end of the term, or on another basis selected by the parties.
• “Interest” means the periodic return the Supplier is obligated to pay the Buyer on a Refundable User Deposit, at the rate the parties select.
• “User Data” means information submitted by User or its Authorized Users to the Service, including invoice data, payment information, and counter-party identifiers.
• “Confirmation” means a record produced by the Service documenting an accepted Offer, which may include an electronically generated PDF record.

1A. Eligibility

The Service is offered only to entities incorporated in, and operating from, the United States, on both the sender and the recipient side of every transaction. By registering for and using the Service, User represents and warrants that it is a U.S.-incorporated entity, that the individual accepting these Terms has legal authority to bind the entity, and that every counterparty with which User transacts through the Service is also a U.S.-incorporated entity. Discount-Flow.com may immediately suspend or terminate access for any actual or suspected breach of this Section 1A. No consumer-related activity is permitted. Do not use the software if you (i) are in the business of money lending; (ii) do not meet the requirement of Buyer or Supplier in a bona fide, existing commercial supply-chain trade relationship; or (iii) do not have adequate commercial and legal advisers to understand, manage, accept, and sustain the risks that arise in commercial arrangements between counterparties.

2. The Service; Software Role

The Service is software that User uses to document commercial arrangements with existing, known counterparties with whom User already does business outside of the software. The Service currently comprises two products: Discount Flow, which enables a Buyer and a Supplier to document accelerated payment of invoices on mutually agreed discount terms; and Profit Flow, which enables a Buyer and a Supplier to document a Refundable User Deposit on mutually agreed terms. Discount-Flow.com incorporates both Discount Flow and Profit Flow.

Discount-Flow.com provides the Service as software and not as a financial service. With respect to either product:

• Discount-Flow.com is not a bank, lender, broker, arranger, factor, payment institution, escrow agent, fiduciary, financial advisor, tax advisor, or legal advisor;
• Discount-Flow.com is not a party to any underlying commercial transaction between Buyer and Supplier;
• Discount-Flow.com does not extend credit, finance any transaction, hold or transfer User funds, set or recommend financial terms, underwrite counterparties, or guarantee any obligation; and
• All decisions regarding whether to make, accept, modify, or decline an Offer rest solely with Buyer and Supplier.

Templates, estimators, and similar features within the Service are provided as software conveniences. They are not recommendations, advice, or suggestions about what terms are appropriate for any specific transaction. Each User is responsible for setting its own standards and for checking and double-checking all information — including, without limitation, return indicators — which is provided “as is” and without liability by the software.

2A. Refundable User Deposits (Profit Flow)

When User uses the Profit Flow product, the documented arrangement is a Refundable User Deposit between Buyer and Supplier. The Supplier holds and uses the advanced funds and is obligated to repay the principal plus Interest at the end of the term the parties select (or as the parties otherwise agree in the executed agreement). The Deposit is not a bank deposit, is not insured by the Federal Deposit Insurance Corporation, the National Credit Union Administration, or any other government agency, is not a security registered under federal or state securities laws, and is not held in trust or escrow by Discount-Flow.com. Discount-Flow.com at no time receives, holds, or transfers any Deposit amount. The Buyer bears the full credit risk of the Supplier. See the Risks & Waivers section below for the complete description of the product and the risks User acknowledges by initiating or accepting a Deposit through the Service.

2B. Software Only — Express Waiver

By using the Service, User irrevocably acknowledges and agrees to each of the following:

• Discount-Flow.com is software only. User expressly and irrevocably waives any right to assert, claim, or allege in any proceeding, dispute, or regulatory action that Discount-Flow.com has at any time acted as a bank, lender, factor, broker, arranger, payment institution, escrow agent, fiduciary, financial advisor, investment advisor, tax advisor, legal advisor, compliance officer, or party to any transaction. This waiver applies regardless of how User subjectively characterizes the relationship or how any feature of the Service is described.
• No reliance on Service outputs. No statement, template, default value, estimation output, Confirmation, screen display, or other feature or output of the Service constitutes professional advice of any kind. User waives any right to claim reliance on any such feature or output as advice, a recommendation, or a substitute for independent professional counsel. User acknowledges that editable default values are substantially derived from its own prior use.
• Independent legal advice required. User confirms that before using the Service it has obtained, or has had the opportunity to obtain and has knowingly chosen not to obtain, independent legal, tax, accounting, and regulatory advice from qualified professionals in each jurisdiction in which it operates or does business, regarding the suitability and legality of User’s specific activities on the Service. User does not use the Service on the basis that doing so is itself a substitute for obtaining such independent advice. Discount-Flow.com makes no representation and gives no assurance that any use of the Service complies with the laws of any jurisdiction.
• No attorney-client relationship. No use of the Service, no communication with Discount-Flow.com, and no document or template made available through the Service creates, or is intended to create, an attorney-client relationship, a fiduciary relationship, or any advisory relationship between User and Discount-Flow.com. The Service’s templates are provided “as is” and expressly without warranty of any kind, and a User may request to use its own internal documents in its use of the software.

3. License; Restrictions

Subject to these Terms and User’s payment of any applicable fees, Discount-Flow.com grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to access and use the Service solely for User’s internal business purposes. User is responsible for the acts and omissions of its Authorized Users as if they were its own.

User will not, and will not permit any Authorized User or third party to:

• copy, modify, translate, or create derivative works of the Service or any portion of it;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, underlying ideas, or business logic of the Service;
• share, display, or demonstrate the Service UI, screens, or screenshots to any third party, including by screen-share, recording, or publication, without Discount-Flow.com’s prior written consent;
• disclose to any third party how the Service works, the field names, conventions, or formats of any data exported or downloaded from the Service, or any other information that would enable a third party to replicate or compete with the Service;
• scrape, crawl, harvest, frame, batch-download, or otherwise extract data from the Service by automated or semi-automated means, or in quantities beyond what ordinary business use requires;
• use the Service to develop, train, benchmark, or evaluate any competing product or service, or for any competitive intelligence or analysis;
• use access to the Service as a means to encourage, induce, or assist any party to discontinue use of the Service, directly or indirectly;
• sublicense, lease, rent, sell, resell, or otherwise transfer access to the Service to any third party;
• permit more than one individual to use a single account, username, or password; share credentials with any third party; or allow any person other than the designated Authorized User to access the Service under that credential;
• introduce any virus, worm, malware, ransomware, spyware, or other harmful or disruptive code into the Service, or interfere with or disrupt the integrity, security, or performance of the Service or any connected system;
• attempt to gain unauthorized access to the Service or to any related systems, networks, or data;
• use the Service in violation of any applicable law, regulation, or third-party right;
• spam, or attempt to spam, its existing known Buyer or Supplier networks; or
• enter information about any party into the Service where User does not have a pre-existing, bona fide commercial trading relationship with that party outside of the Service.

4. User Data

User grants Discount-Flow.com a worldwide, royalty-free, non-exclusive, sublicensable license to host, process, transmit, display, and otherwise use User Data as necessary to provide and improve the Service, generate Confirmations and audit records, and as otherwise permitted by these Terms and the Privacy Policy. User represents and warrants that it has all rights necessary to submit User Data to the Service and to grant the foregoing license, and that User Data will not infringe or violate any third-party right.

Discount-Flow.com may delete or use data (de-identified, aggregated, derived, or raw) from User Data and from operation of the Service for any lawful business purpose, including improving the Service, developing new products, and producing benchmarks and statistical analyses. The Service may use User Data to build profiles and to deliver advertising, directly and indirectly.

4A. No Sensitive Personal Data; Backup Obligation

Archive your User Data frequently. You are responsible for any lost or unrecoverable User Data. Discount-Flow.com, like all online software, carries a risk of hacking, and you acknowledge and accept that risk. Discount-Flow.com is not your system of record.

No sensitive personal data. User will not, and will ensure that its Authorized Users do not, submit to the Service any: (a) Social Security numbers, taxpayer identification numbers, or other government-issued identification numbers; (b) payment card numbers, bank account numbers, or routing numbers beyond what the Service’s integrated payment features expressly require and prompt for; (c) protected health information as defined under HIPAA; (d) biometric data; (e) personal data of individuals under the age of 18; (f) personal data of natural persons beyond what is strictly necessary to identify a counterparty business or its authorized representative for purposes of a transaction on the Service; or (g) any other category of sensitive personal data for which applicable law requires heightened protection. The Service is not designed or intended to receive or safeguard such categories of data. By uploading or inputting any sensitive or confidential data to the Service in violation of this section, User agrees to indemnify, defend, and hold Discount-Flow.com harmless from and against any and all claims, regulatory actions, fines, costs, and losses arising from that upload or input, including any claim by a data subject, regulator, or counterparty.

Backup obligation. User is solely responsible for maintaining its own complete, current, and independent records, copies, and backups of all User Data, Confirmations, agreements, and other documents generated through or delivered by the Service, at all times during the term and after termination.User must not rely on the Service as its system of record or as its primary repository for any transaction data. User must maintain its own duplicate records throughout the term and must complete any final export of its data before cancelling or terminating its account. After termination, User may no longer have access to any User Data, Confirmations, or other content in the Service.Discount-Flow.com’s deletion of User Data in accordance with these Terms does not give rise to any liability to User or any third party.

4B. Monitoring; Disclosure to Legal Authorities

Discount-Flow.com may, but has no obligation to, monitor User Data and activity on the Service for purposes including security, fraud prevention, compliance, and service quality. Discount-Flow.com may disclose any information necessary to: (a) satisfy its legal obligations or respond to valid legal process, including court orders, subpoenas, and demands from regulatory authorities with apparent jurisdiction; (b) protect the rights, property, or safety of Discount-Flow.com, its users, or others; or (c) operate the Service properly. User authorizes Discount-Flow.com to provide access to User’s account and User Data to any third party presenting a valid court order, subpoena, or regulatory demand, without prior notice to User except where prohibited by applicable law.

4C. Partner Ad Clicks

If you click on an advertisement placed by a Discount Flow Partner Program company — whether an in-app card on your dashboard or a footer element (email rider) in a transactional email — we share limited identifying information about you (name, business email, company name, ZIP code, and an approximate deal-size band) with that Partner, solely because you took the action of clicking. We do not share this information at registration, and never with a Partner whose ad you have not clicked. Partners’ use of this information is contractually restricted to broad-audience marketing purposes and ideal-customer-profile (ICP) assessment; direct outreach to you using this information is prohibited under the Partner Program Terms.

5. Offers and Confirmations

User is solely responsible for the accuracy, completeness, and lawfulness of any Offer or Confirmation initiated through the Service, and for all transactions executed under its account. The Service generates a Confirmation as a record of the parties’ agreement. Discount-Flow.com is not responsible for the performance, settlement, or non-payment of any Offer or invoice and does not act as an escrow, paying agent, or settlement provider.

It is understood by all parties that, once an Offer is agreed, the money transfer is expected to be initiated by the Buyer to the Supplier in the manner they normally use in their existing commercial payment relationship outside of the Service. If a transfer is not made within the applicable time period: (i) for Discount Flow, the confirmation-receipt condition is not met; and (ii) for Profit Flow, a right to cancel arises. In either case, the non-transfer carries no enforcement or damages consequences, and we are not a party to acts occurring after agreement is reached (but prior to the initial transfer or repayment, if applicable). The parties understand that these Terms limit a party’s ability to enforce the transfer of monies between a Buyer and a Supplier within the parameters agreed to and evidenced in the process, prior to that external funds transfer.

A Profit Flow tiered usage invoice may be payable (depending on usage tiers) and is unaffected by any subsequent transfer, non-transfer, or dispute between the parties.

5A. Third-Party Electronic Signature Services

If User or any counterparty elects to use a third-party electronic signature service (such as DocuSign or any similar platform) separate from or in addition to the Service’s integrated signing workflow, that use is at User’s sole election and risk. Discount-Flow.com makes no representation regarding the legal effectiveness, security, audit integrity, or enforceability of agreements signed through third-party services and bears no responsibility for any failure, breach, dispute, or regulatory consequence arising from their use. The protections and audit trail provided by the Service’s integrated workflow do not extend to third-party signing processes. Use of Discount-Flow.com in conjunction with an external signature process or service still counts toward the Service’s tiered pricing.

6. Payments Between Users

Settlement of accepted Offers occurs directly between Buyer and Supplier, by whichever payment method they elect outside of the Service, following the existing payment basis used in their pre-existing external supply-chain relationship, unless an integrated payment rail is expressly agreed between the parties outside of the Service. User is responsible for verifying counter-party identity, banking details, and the bona fides of every transaction. Discount-Flow.com does not handle, hold, or transfer User funds and bears no responsibility for payment errors, fraud, misdirected funds, chargebacks, or counter-party default.

7. Fees

Use of the Service is provided at the prices and on the payment terms set out in the Service or in a separate written order, schedule, or proposal between the parties. Discount-Flow.com’s standard fee model is a monthly tier based on the initiating User’s cumulative Profit Flow transaction banded-tier volume in the current calendar month. A fee invoice is generated immediately upon entry into a pricing tier on a Refundable User Deposit agreement (both parties’ e-signatures received) and is due within 7 business days of generation. If a subsequent transaction in the same calendar month crosses into a higher tier, a delta invoice is issued for the incremental difference between pricing tiers. The tier resets to free at the start of each calendar month. The current tier schedule is available in the in-application billing page. We may change pricing according to scheduled pricing updates published within the Service. Unless otherwise stated, all fees are non-refundable and exclusive of taxes, which are User’s responsibility.

Sender pays. The User that initiates an Offer through the Service is the fee-bearing party for that Offer. The recipient of an Offer is never billed by Discount-Flow.com for that Offer, regardless of whether the Offer is accepted, declined, modified, or expires. The tiered pricing fee for an Offer is the responsibility of the User that made the Offer, not its supply-chain counterparty.

Software fee non-payment; reactivation. A declined payment, failed charge, or returned bank transfer does not constitute notice of cancellation or termination of these Terms. In the event of non-payment: (a) Discount-Flow.com may immediately restrict or suspend User’s access to the Service without notice; (b) Discount-Flow.com may apply a reactivation fee before restoring access; and (c) all outstanding amounts remain due and payable and Discount-Flow.com reserves the right to pursue collection by any lawful means. Fees are not eligible for proration upon cancellation or termination. The status of a fee may be visible to counterparties, and User acknowledges that it is solely responsible for ensuring all tiered pricing fees are paid.

Chargebacks. Chargebacks initiated by User that are determined by the applicable payment network or issuing bank to be invalid or unjustified may be subject to an administrative chargeback fee levied by Discount-Flow.com in addition to the original amount. User agrees not to initiate chargebacks for legitimate charges and acknowledges that doing so may result in immediate suspension of access and in Discount-Flow.com’s right to pursue collection proceedings, including recovery of all costs incurred in collecting a legitimate invoice.

7A. Custom Agreement Templates

Where the Service permits User to upload, edit, or otherwise customize the body of an agreement template (for example, the body of a Refundable User Deposit agreement), User grants Discount-Flow.com a worldwide, royalty-free, non-exclusive license to host, render, and incorporate the custom template content into agreements generated through the Service on User’s behalf, solely for the purpose of operating the Service. User represents and warrants that any custom template content it provides (i) does not infringe or violate any third-party right; (ii) does not contain unlawful, defamatory, or fraudulent material; and (iii) does not purport to alter any operative provision of the Service, Discount-Flow.com’s role, the audit trail, or the Risks & Waivers that apply by reference. Discount-Flow.com may decline to render, may modify the rendering of, or may remove any custom template content that it reasonably believes violates these Terms or applicable law. Discount-Flow.com does not review, approve, or take responsibility for the legal sufficiency of any custom template content. Where a User uses a template, it holds Discount-Flow.com harmless in connection with that use.

8. Security; Account Credentials

Discount-Flow.com maintains administrative and technical safeguards designed to protect the Service. User is responsible for the security of its account credentials, the configuration of its access controls, the conduct of its Authorized Users, and any activity that occurs under its account. User must notify Discount-Flow.com promptly of any actual or suspected unauthorized access.

8A. Cybersecurity; Telecommunications

Discount-Flow.com does not warrant that the Service is secure, free from bugs, viruses, cyber-crime, hacking, unauthorised access, data theft, or destruction. Despite the safeguards Discount-Flow.com maintains, the Service may be subject to security breaches, data loss, or unauthorised disclosure of User Data by malicious third parties or otherwise. User accepts this risk and holds Discount-Flow.com harmless. Discount-Flow.com is not liable for any loss, damage, or unauthorised disclosure arising from any security breach, hacking, cyber-attack, or other unauthorised access to the Service or to User’s account. User is responsible for the security of its own systems, devices, credentials, and internet connections used to access the Service.

Discount-Flow.com makes no warranty and no representation regarding: (a) the availability of telecommunications services from any provider or access to the Service from any location at any time; (b) any loss, damage, or security intrusion of any telecommunications service; or (c) any disclosure of User Data to third parties or failure to transmit data arising from telecommunications or internet failures. User is solely responsible for the telecommunications services, internet access, and compatible devices and software it uses to access the Service.

9. Compliance and Sanctions

User represents and warrants that it and its Authorized Users will use the Service in compliance with all applicable laws and regulations, including anti-money-laundering, anti-bribery, sanctions, and export-control laws. User further represents and warrants that it is not, and will not act on behalf of any person or entity that is, the subject of any economic sanctions administered or enforced by the U.S. Government, the United Nations Security Council, the European Union, or any other applicable authority. Discount-Flow.com may immediately suspend or terminate access for actual or suspected non-compliance with this section.

10. Intellectual Property

Discount-Flow.com and its licensors retain all right, title, and interest in and to the Service, the Site, all Confirmations and other documents generated by the Service, all software, designs, layouts, screen designs, graphics, content, and documentation, and all improvements, modifications, derivative works, and intellectual-property rights therein. No rights are granted to User except as expressly set out in these Terms. If User provides feedback, suggestions, or ideas regarding the Service, Discount-Flow.com is free to use them without restriction or compensation, and User hereby grants Discount-Flow.com a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose.

11. Confidentiality

Information of the Service is protected as Confidential Information. Confidential Information does not include information that is publicly available without signing up as a User bound by these Terms, or that was independently developed without use of Confidential Information. The receiving party may disclose Confidential Information when required by law or legal process, provided that, where permitted, it gives prompt notice to allow the disclosing party to seek a protective order.

12. Disclaimers

The Service is provided by the Operator “as is” and “as available”, without warranty of any kind, express or implied. Discount-Flow.com and its affiliates, suppliers, and licensors expressly disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

Without limiting the foregoing, Discount-Flow.com does not warrant that the service will be uninterrupted, error-free, secure, timely, free of viruses, cyber-crime, or other harmful components, or that any defects will be corrected; that data will not be lost; or that the service will achieve any particular result. The service does not provide, and Discount-Flow.com does not provide, legal, tax, accounting, financial, investment, or other professional advice.

Discount-Flow.com does not warrant that User’s use of the Service will satisfy, ensure compliance with, or constitute compliance with any legal obligation, law, or regulation applicable to User or to any counterparty. User is solely responsible for determining and achieving its own legal compliance. No feature, template, default value, or output of the Service should be relied upon as an indication that any activity is lawful in any jurisdiction.

13. Limitation of Liability

To the fullest extent permitted by law, in no event will Discount-Flow.com or its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to User or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, savings, data, or use, or for any failure of or delay in settlement, or for any tax or accounting consequence, arising out of or relating to these terms or the service, regardless of the form of action, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and regardless of whether Discount-Flow.com has been advised of the possibility of such damages.

To the fullest extent permitted by law, the aggregate liability of Discount-Flow.com and its affiliates, officers, directors, employees, agents, suppliers, and licensors arising out of or relating to these terms or the service will not exceed the greater of (a) one hundred U.S. dollars ($100) or (b) the total fees actually paid by User to Discount-Flow.com for the service in the three (3) months preceding the event giving rise to the claim.

The parties acknowledge that the limitations and exclusions in this section reflect an informed allocation of risk and form an essential basis of the bargain between them, and that they will apply even if any limited remedy fails of its essential purpose.

14. Indemnification

User will defend, indemnify, and hold harmless Discount-Flow.com and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) User Data or any use of the Service by User or its Authorized Users; (b) any actual or alleged breach of these Terms by User; (c) any transaction, Offer, or Confirmation initiated under User’s account; (d) User’s violation of any applicable law, regulation, or third-party right; or (e) any dispute between User and any counter-party using the Service. Discount-Flow.com may assume sole control of the defense of any matter for which it is entitled to indemnification, in which case User will reasonably cooperate.

15. Term; Suspension; Termination

These Terms commence when User first accepts them and continue until terminated. Discount-Flow.com may suspend, restrict, or terminate User’s access to the Service at any time, for any reason or no reason, with or without notice, including for any actual or suspected violation of these Terms, security risk, or non-compliance. User may terminate by ceasing all use of the Service and deactivating its account. Upon termination: (a) all licenses and rights granted to User immediately cease; (b) Discount-Flow.com may, but is not obligated to, delete User Data, except that Discount-Flow.com may retain Confirmations, transaction records, audit data, and back-up copies as required by law or for legitimate business purposes.

Data export before termination. During the term, User is obligated to periodically download and export its own data from the Service using the standard tools the Service provides, and to maintain its own duplicate records at all times independent of the Service. Users are to retain emails, including attachments, that provide the record of agreement. User must complete any final data export before cancelling or terminating its account. After termination, User may no longer have access to any User Data, Confirmations, or other content in the Service. User grants Discount-Flow.com the right, but not the obligation, to delete all User Data and account records after the termination date, and User indemnifies Discount-Flow.com against all claims from any party (including User, counterparties, and any regulator or authority) arising from or relating to that deletion.

Termination of these Terms or suspension of User’s access to the Service shall not terminate any provision that expressly or by implication survives termination, including all provisions that create rights in favour of Discount-Flow.com. Sections 1, 3 (restrictions), 4 (last paragraph), 4A, 4B, 7 (accrued fees), 10, 11, 12, 13, 14, this Section 15, and 16–20 will survive termination.

16. Changes

We may modify these Terms from time to time. The revised Terms will be effective when posted, and we will update the “Last Updated” date above. If a change is material in the opinion of the Operator, we will use commercially reasonable efforts to give prior notice through the Service or by email. User’s continued use of the Service after the effective date of any revision constitutes acceptance of the revised Terms.

17. Governing Law; Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 18, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California for any action not subject to arbitration.

18. Binding Arbitration; Class-Action Waiver

Please read this section carefully. It requires the parties to resolve most disputes through individual binding arbitration and limits the manner in which they can seek relief from each other.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a “Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and will take place, at the Operator’s election, at the Operator’s place of incorporation (Delaware) or place of doing business (San Diego, California), or by video conference at the Operator’s discretion. Judgment on the award may be entered in any court having jurisdiction following that election.

The parties each waive any right to a jury trial. Disputes will be resolved on an individual basis only. Class arbitrations, class actions, private attorney general actions, and consolidation of any Dispute with other persons’ claims are not permitted.

Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction solely for injunctive or equitable relief to protect its intellectual-property or confidential information rights. Any claim arising under these Terms must be brought within one (1) year after the cause of action arises, or it is permanently barred. The Operator, in any proceeding to enforce or protect itself under these Terms, is entitled to recover all actual and reasonable costs, including staff time, travel costs, arbitration filing fees, court costs, attorneys’ fees, and all other related expenses incurred in connection with the proceeding. Users (i) are not entitled to claim such costs, and (ii) are not permitted to bring Discount-Flow.com into any proceeding arising from a dispute between a Supplier and a Buyer, including any dispute over the subsequent transfer or repayment of monies.

19. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) arising from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil disturbance, governmental action, labor disputes, internet or utility failures, or third-party service failures.

20. Miscellaneous

These Terms, together with the Website Terms, the Privacy Policy, and any order document or schedule expressly referencing these Terms, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings. If any provision is held to be unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in these Terms creates an agency, partnership, franchise, joint-venture, or employment relationship. User may not assign or transfer these Terms, by operation of law or otherwise, without Discount-Flow.com’s prior written consent; Discount-Flow.com may assign or transfer them freely. There are no third-party beneficiaries. All notices to Discount-Flow.com must be in writing and sent to the address below; we may give notice to User by email to the address associated with User’s account or through the Service.

Interpretation. In the event of any dispute over the interpretation of any word, term, or provision of these Terms, the meaning shall be determined by reference to the intent of Discount-Flow.com as drafter of these Terms, and not by any alternative interpretation a reader might place on the language. Where a provision is susceptible of more than one reasonable interpretation, the interpretation that affords Discount-Flow.com the greater protection shall prevail.

21. Risks, Disclosures & Waivers

Read this carefully before you send or accept an offer. By using the Service, you agree to the matters set out in this Section 21. These disclosures supplement the Terms above. In case of conflict between this section and the Terms above, the Terms above govern, except as to the express acknowledgments, waivers, and indemnities set out below, which control.

21.1. Nature of the Service

Discount Flow is a software tool operated by us. Discount-Flow.com provides the Service as software you use to document and execute commercial arrangements with parties you select. Discount-Flow.com is not a bank, lender, broker, arranger, factor, payment institution, fiduciary, financial advisor, tax advisor, legal advisor, or party to any transaction you initiate or accept through the Service. Discount-Flow.com does not extend credit, hold or transfer funds, set or recommend financial terms, underwrite counterparties, or guarantee any obligation.

Templates, estimators, and similar features within the Service are provided as software conveniences. They are not recommendations, advice, or suggestions about what terms are appropriate for any specific transaction. You alone are responsible for the financial terms, legal terms, and counterparties you choose.

Express waiver. By using the Service, you irrevocably waive any right to assert or allege in any proceeding, claim, regulatory action, or dispute that Discount-Flow.com acted as a financial intermediary, lender, broker, factor, arranger, escrow agent, fiduciary, investment advisor, tax advisor, or legal advisor in connection with your use of the Service, or that any feature, output, template, value, or calculation of the Service constituted professional advice of any kind. No communication from Discount-Flow.com, and no document, template, or output made available through the Service, creates or is intended to create an attorney-client, financial advisory, or fiduciary relationship.

21.2. Nature of a Refundable User Deposit

A Refundable User Deposit (“Deposit”) documented through the Service is a commercial arrangement in which the Buyer advances funds to the Supplier, the Supplier holds and uses those funds, and the Supplier is obligated to repay the Deposit plus Interest at the end of the term (or as otherwise agreed). The Deposit bears Interest at the rate the parties select.

The Deposit is not a bank deposit. It is not insured by the Federal Deposit Insurance Corporation, the National Credit Union Administration, or any other government agency. It is not a security registered under federal or state securities laws. It is not held in trust or escrow by Discount-Flow.com. Discount-Flow.com at no time receives, holds, or transfers any Deposit amount.

21.3. Counterparty Credit Risk

The Buyer bears the full credit risk of the Supplier for repayment of the Deposit and Interest. If the Supplier becomes insolvent, files for bankruptcy, or otherwise fails to repay, the Buyer's claim is an unsecured general claim against the Supplier.Recovery in a Supplier insolvency may be partial, delayed, or zero. Statutory rights of set-off and the contractual Trade-Linked Offset Right in the agreement may reduce but do not eliminate this exposure.

Discount-Flow.com does not verify the identity, solvency, creditworthiness, or business standing of any party. You alone are responsible for verifying your counterparty and assessing the credit risk you take on each transaction. You are responsible for your own decisions.

21.4. No Advice; You Are Responsible for Your Own Compliance

Nothing in the Service is legal, tax, accounting, financial, investment, regulatory, or other professional advice. You are responsible for determining whether your use of the Service complies with all laws and regulations applicable to you, including (without limitation):

• lender, broker, finance company, and money-transmission licensing in every jurisdiction in which you operate or do business;
• you should not use the Service if you are, or would become, in the business of lending; “engaged in the business of lending” thresholds are your own compliance responsibility, and your use of the Service at scale, or beyond the reasonable expectation of a supply-chain arrangement, may trigger state lender-licensing obligations;
• commercial financing disclosure laws (including the California Commercial Financing Disclosure Law, the New York Commercial Finance Disclosure Law, and analogous laws in other states);
• usury caps applicable in your jurisdiction;
• anti-money-laundering, know-your-business, and sanctions-screening requirements applicable to you and your counterparty;
• tax obligations, including U.S. federal and state reporting of interest paid or received (including Form 1099-INT issuance where required);
• covenants in your existing credit agreements, indentures, or other financing documents that may restrict your ability to lend to or borrow from third parties;
• accounting characterization of the Deposit on your financial statements and tax return; and
• disclosure or registration obligations applicable to you as a public, regulated, or licensed entity.

You should consult qualified counsel and your tax and accounting advisors before using the Service. By using the Service you confirm you have either done so or have knowingly chosen not to.

Waiver of reliance. You waive any right to claim that the Service, or any feature, template, output, or communication of the Service, substituted for or satisfied your obligation to obtain independent legal, tax, accounting, or financial advice. You confirm that you have obtained — or have had the opportunity to obtain and have knowingly declined — independent professional advice from qualified advisors in every jurisdiction in which you operate, regarding the legality and suitability of your specific activities on the Service before commencing those activities. Discount-Flow.com has no obligation to advise you on the laws of any jurisdiction, and no statement or silence from Discount-Flow.com should be interpreted as an assurance of compliance.

21.5. Data Retention Posture

We minimize data retention to reduce your and our exposure. After your transaction is complete and confirmatory emails (including the signed agreement PDF, confirmation receipt, and any attachments) have been delivered to all parties, we retain the right to delete transaction content from our systems. You and your counterparty are responsible for retaining your own copies of all delivered documents. We strongly recommend you save the signed PDF and confirmation receipt to your own records immediately upon delivery.

21.6. Electronic Signature and Identity

You consent to the use of electronic records and electronic signatures under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act as adopted in the applicable state. The Service verifies signers via email-based one-time codes. This verifies control of an email account at a moment in time. It does not verify the signer's identity, employment status, or actual authority to bind their company. You and your counterparty are each responsible for confirming the authority of any individual acting on your respective behalves.

What identity verification we provide. The Service verifies that the signer controlled the email address on file at the time of signing. This is not identity verification. We do not verify that the signer is the person they claim to be, that they hold the title they claim to hold, that they are employed by the company on whose behalf they sign, or that they have actual authority to bind that company. You and your counterparty are each responsible for verifying the identity and authority of the individuals you transact with. We strongly recommend confirming counterparty identity and wire details through an out-of-band channel (such as a phone call to a previously-established contact number) before initiating any payment.

21.7. Service Limitations

The Service is provided “AS IS” and “AS AVAILABLE.” Discount-Flow.com disclaims, to the fullest extent permitted by law, all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, timeliness, uninterrupted access, and freedom from defects or malicious code. Discount-Flow.com does not warrant that the Service will meet your needs or produce any particular result. Calculations, audit trails, hashes, repayment schedules, and other outputs are provided for your information and convenience and may contain errors; you are responsible for verifying them before relying on them.

Discount-Flow.com does not warrant that the Service is secure, free from cyber-crime, unauthorized access, hacking, data theft, or destruction. The Service may be subject to security incidents despite the reasonable safeguards Discount-Flow.com maintains. You assume all risk of loss, damage, or disclosure arising from any security breach, unauthorized access, or attack. You are responsible for the security of your own systems, devices, and internet connections used to access the Service.

21.8. Limitation of Liability

To the fullest extent permitted by law, in no event will Discount-Flow.com or its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, savings, data, or use, or for any loss arising from counterparty default, transaction non-performance, regulatory enforcement, tax consequence, accounting characterization, or loss of access to deleted transaction data, arising out of or relating to the Service, regardless of the form of action and regardless of whether Discount-Flow.com has been advised of the possibility of such damages.

To the fullest extent permitted by law, the aggregate liability of Discount-Flow.com and its affiliates, officers, directors, employees, agents, suppliers, and licensors arising out of or relating to the Service will not exceed the greater of (a) one hundred U.S. dollars ($100) or (b) the total fees actually paid by you to Discount-Flow.com in the three (3) months preceding the event giving rise to the claim.

The parties acknowledge that these limitations reflect an informed allocation of risk and form an essential basis of the bargain, and will apply even if any limited remedy fails of its essential purpose.

21.9. Indemnification

You will defend, indemnify, and hold harmless Discount-Flow.com and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, judgments, awards, regulatory actions, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) any transaction, offer, or agreement initiated or accepted under your account; (c) any actual or alleged breach by you of these disclosures, the Terms above, the Acceptable Use Policy, or applicable law; (d) any dispute between you and a counterparty; (e) any actual or alleged inaccuracy in any attestation, representation, or warranty you have made through the Service; (f) any tax, regulatory, or accounting consequence of any transaction you have initiated or accepted; and (g) any failure by you to maintain any license, registration, or compliance status applicable to your activities.

21.10. Express Waivers

Jury trial. You and Discount-Flow.com each waive any right to a trial by jury in any dispute arising out of or relating to the Service or these disclosures.

Class actions. Disputes will be resolved on an individual basis only. You and Discount-Flow.com each waive any right to participate in any class action, class arbitration, private attorney general action, or consolidated proceeding.

Arbitration. Any dispute, claim, or controversy arising out of or relating to the Service or these disclosures will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator in San Diego, California (or by video conference at the arbitrator's discretion).

Limitation period. Any claim arising under or relating to the Service or these disclosures must be brought within one (1) year after the cause of action accrues, or it is permanently barred.

21.11. Your Acknowledgments

By proceeding, you confirm that:

• you have read and understood these Terms, Risks & Waivers;
• you have had the opportunity to consult qualified legal, tax, and financial advisors and have either done so or have knowingly chosen not to;
• you understand that Discount-Flow.com is software, not a financial intermediary or advisor, and that no statement, calculation, default, template, or other feature of the Service is advice or a recommendation;
• you irrevocably waive any right to claim or allege that Discount-Flow.com acted as a financial intermediary, advisor, broker, lender, factor, or legal advisor in connection with your use of the Service;
• you understand that the Refundable User Deposit is not a bank deposit, is not insured, and that the Buyer bears the credit risk of the Supplier;
• you understand that compliance with all laws applicable to you and your activities is your responsibility, not Discount-Flow.com's;
• you understand that the attestations you make in the Service (including about your counterparty relationship, your operating status, your authority to bind your company, and your entity status) are relied upon by Discount-Flow.com and your counterparty, and that knowingly false attestations may give rise to claims against you;
• you understand that Discount-Flow.com may delete transaction content shortly after delivery, that retention of your records is your sole responsibility, and that you have maintained or will maintain your own complete backups independent of the Service;
• you have not submitted and will not submit sensitive personal data (including Social Security numbers, health information, payment card numbers, or personal data of minors) to the Service;
• you understand that the Service may be subject to hacking, cyber-crime, or unauthorized access despite Discount-Flow.com's safeguards, and you assume the risk of any resulting loss or disclosure; and
• you understand and agree to the limitations of liability, the indemnification, and the express waivers above.

By proceeding past this point, you confirm you have read this document. A record of your acceptance, including timestamp and IP address, is retained as part of the executed agreement audit trail.

22. Acceptable Use

This section supplements the Terms above and governs the limits and restrictions that apply to every user of the Service. Discount Flow is software operated by us. We are not a bank, lender, broker, financial advisor, or party to any transaction you initiate or accept through the Service.

The Service applies acceptable-use volumes and behavior thresholds — including through the use of automated algorithmic flags — from time to time to maintain the integrity of the Service and to protect users and counterparties. Users may be restricted or contacted if a user or category of users does not follow these acceptable-use requirements.

22.1. Permitted Users

Use of the Service is restricted to legal entities that are:

• incorporated, formed, or registered in the United States;
• operating in the ordinary course of a commercial business in the United States;
• not in the business of money lending; and
• intending to use the Service to work with bona fide, existing supply-chain relationships.

Sole proprietorships, unincorporated general partnerships, individuals acting in a personal capacity, and entities incorporated outside the United States are not permitted users at this time.

22.2. Permitted Transactions

Through the Service you may document and execute the following kinds of commercial arrangement, with counterparties of your own choosing:

• early-payment discount offers on outstanding invoices between trade counterparties (Discount Flow); and
• Refundable User Deposit arrangements between trade counterparties (Profit Flow).

Your counterparty must itself be a U.S.-incorporated business operating in the United States. You confirm this on every offer through the counterparty US-incorporation attestation.

22.3. Platform Rate Caps

The following rate caps are uniform platform-policy limits that are enforced by the software and are subject to review from time to time. They reflect Discount-Flow.com's brand and reputational considerations and are not a judgment about whether any particular rate is appropriate for any specific transaction. Offers exceeding these limits cannot be sent through the Service. The Service does not display, recommend, or suggest any specific rate for any specific deal. You alone are responsible for the financial terms you choose within the supported range. Displayed values may reflect your own default and prior-use settings.

22.4. Term Limits

The Refundable User Deposit product supports terms of 6 or 12 months. Other terms are not currently supported. Discount Flow offers may carry a decision window of 2 to 7 days; the underlying invoice payment due date is set by the parties' trade relationship.

22.5. Prohibited Uses

You may not use the Service in connection with any of the following:

• fraud, deception, or misrepresentation of identity or authority;
• money laundering, terrorist financing, sanctions evasion, or any activity that would breach OFAC or comparable sanctions programmes;
• activity that is unlawful in the jurisdiction where any party operates, including in the United States;
• harassment, defamation, threats, or any communications that would breach applicable consumer-protection or unfair-trade-practices laws;
• circumventing or attempting to circumvent any technical, attestation, or acceptable-use limit applied by the Service, including the rate caps and term limits set out above;
• using the Service to extend credit to, or take credit from, parties with whom you do not have an established ordinary-course commercial trade relationship;
• using the Service to operate, in substance, as a regulated lender, broker, finance company, money transmitter, or investment adviser without holding the applicable licences in your own name;
• uploading content that infringes third-party intellectual property rights, contains malware, or that you do not have the right to provide; or
• scraping, reverse engineering, or any automated access to the Service other than through the documented interfaces.

22.6. Suspension and Termination

Discount-Flow.com may suspend or terminate access to the Service, in whole or in part, at its discretion, including where it believes (in good faith) that a user has breached this section or where continued access presents a legal, regulatory, or operational risk. We will attempt to give notice and a reasonable opportunity to cure where practicable, but we may act immediately where the circumstances require.

22.7. Changes to Limits

Discount-Flow.com reserves the right to change the rate caps, term limits, attestation requirements, and other technical and policy limits set out in this section at any time, to reflect platform brand considerations, the regulatory environment, and operational learnings. Material changes will be announced through the in-product notice surface and, where applicable, by email to account administrators. Continued use after a change takes effect constitutes acceptance.

22.8. Reservation of Rights

Nothing in this section is an admission by Discount-Flow.com that the Service is regulated lending, brokerage, finance, payments, or investment activity. Discount-Flow.com is software you use to document arrangements you negotiate with counterparties of your own choosing. The limits in this section are platform policy. You alone are responsible for the suitability and compliance of your activities under the laws applicable to you.

Questions

Questions about acceptable use should be directed to [email protected].