Terms of Service

OAT FINANCIAL, INC.

Platform Terms of Service

Last Updated June 1, 2025

These Platform Terms of Service (this “Agreement”) is entered into by and between Oat Financial, Inc. (“Oat Financial”) and the entity or person placing an order for or accessing the Oat Financial Services (“Customer” or “you”).  This Agreement consists of the terms and conditions set forth below, any terms referenced herein and any Oat Financial service orders, online sign-up, or subscription flow that references this Agreement (the “Service Order”). If you are accessing or using the Oat Financial Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.  

Please note that Oat Financial may modify the terms and conditions of this Agreement in accordance with Section 17.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE OAT FINANCIAL SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE OAT FINANCIAL SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions.

“ACH” means the Automated Clearing House or any successor network.

“Bank Account” means a valid bank account that you own and that you link to your Oat Financial Account.

“Bank Partner” means any depository institution we have an arrangement with for the execution of your payment instructions.

“Confidential Information” means any business, technical or financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

“Fee” means the amount disclosed to you that we charge you for the Oat Financial Services.

“Losses” means any claims, causes of action, liabilities, losses, damages, settlements, penalties, fines, forfeitures, fees (including legal, expert witness, and accounting fees), costs, and expenses.

“Oat Financial Account” means the administrative account you have created with us to use the Oat Financial Services.

“Purchased Unpaid Earnings” means the Unpaid Earnings we purchase from a Service Provider.

“Oat Financial Services” means the services Oat Financial may make available to you, which may include the following relating to your Service Providers: tracking invoices, facilitating payments, and recording earnings.

“Service Provider” means a third party service provider, vendor, independent contractor or other third party to whom you pay or owe Unpaid Earnings.

“Transaction Information” has the meaning provided in Section 12.

“Unpaid Earnings” means the payment owed by you to a Service Provider for products or services provided to you or to your customers, including any other related rights. Unpaid Earnings also include any related accounts receivables, invoices, instruments, agreements, records, other documents, general intangibles, rights to payment and proceeds, security interests and security agreements, contract rights, servicing and collection rights, and rights to bring or take any action, suit, or proceeding.

2. Account. You must provide us certain information and documents that we consider in deciding to allow you to open a Oat Financial Account. You must designate at least one individual as your Oat Financial Account administrator with authority to act on your behalf. The acts and omissions of your administrators are considered your own acts and omissions. You must safeguard your Oat Financial Account user name(s) and password(s) because you are responsible for all interaction with us through your Oat Financial Account, even any unauthorized use. You must notify us immediately if you suspect that the security of your user name(s) and password(s) has been or may be compromised. Your failure to promptly notify us could result in the loss of funds or unauthorized access to confidential information concerning you and your independent contractors.  Further, you represent and warrant that any information you provide us is accurate and complete. We rely on the information you provide us to provide our Services and are not responsible for any issues caused by the information you provide.
3. Platform Use Rights.
   
   1. Use of Oat Financial Services. Subject to the terms and conditions of this Agreement, Oat Financial grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right and license while you have an active Oat Financial Account to access and use the Oat Financial Services, solely for your internal business purposes.  
   2. General Restrictions. You must not (and must not allow any third party to: (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise provide access to any portion of the Oat Financial Services to a third party; (ii) modify or create a derivative work of the Oat Financial Services or any portion of it; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Oat Financial Services, except to the extent expressly permitted by applicable law and then only with advance notice to Oat Financial; (iv) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Oat Financial Services; (v) access the Oat Financial Services for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the Oat Financial Services for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication; (vii) use the Oat Financial Services in violation of any applicable laws or regulations or (viii) remove or obscure any proprietary or other notices contained in the Oat Financial Services, including in any reports or output obtained from the Oat Financial Services. 
4. Paying Service Provider Earnings.
   
   1. General. You may use our Services to facilitate your payment of your Service Providers’ Unpaid Earnings. To do so, you must link a Bank Account to your Oat Financial Account. Your payments will be charged or withdrawn from your Bank Account by ACH debit entry or other means. To help you make payments, you must provide payment instructions, which may include the Service Providers to be paid, payment amounts, and timing.

We send your payment instructions to our Bank Partner for execution. You authorize our Bank Partner to charge your Bank Account to initiate your payments. Funds debited from your Bank Account to initiate payments are held temporarily in a pooled deposit account established and held by our Bank Partner. Funds held in the pooled account are not insured and you do not have access to, or earn interest on, them. Payments to your Service Providers are executed by our Bank Partner from funds in the pooled account; provided that based upon the instructions you provide, we may choose to advance our own funds to pay your Service Providers before our Bank Partner receives into the pooled deposit account a corresponding amount from your Bank Account, and under such circumstances we may cause our Bank Partner to reimburse us from the pooled deposit account for our advance. You represent that executing your payment instructions will not result in a violation of law, including a violation of Office of Foreign Asset Control rules restricting payments to persons on the specially designated nationals and blocked persons list.

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You agree to maintain a balance in your Bank Account that is sufficient to fund your payment instructions. You represent and warrant that you have the right to authorize our Bank Partner to charge your Bank Account to initiate your payment of Unpaid Earnings. You will indemnify and hold us and our Bank Partner harmless from any claims by any person related to your authorization, including claims by any other owner of the Bank Account. We are not responsible for any overdraft fees, over-the-limit fees, insufficient fund charges or other fees and charges that result from your failure to maintain a sufficient balance in your Bank Account.

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2. Limits on Service Providers and Payment Amounts. We may impose limits on the number and amount of payments, in aggregate, that you can make. We may refuse to facilitate payment to any Service Provider if we reasonably believe such refusal is necessary or advisable for legal or security reasons. If you fail to maintain a balance in your Bank Account that is sufficient to fund any payment instruction, we may refuse to facilitate any subsequent payment for as long as we determine to be necessary or appropriate. We also reserve the right to refuse to facilitate any payment.
3. Payments Not Received or Late. Payments may not be executed for various reasons, including the Service Provider’s bank account number being not valid. You acknowledge that some payments may take longer due to circumstances beyond our control. To help ensure that there is enough time for a Service Provider to receive payment, you should submit payment instructions a week or more before the due date. It is solely your responsibility to submit payment instructions early enough so that payment is made before the due date. You agree to not hold us liable for any damages resulting from a Service Provider not receiving payment as instructed by you.
4. Inability to Access Funds from Your Bank Account. If our Bank Partner is unable for any reason to access funds from your Bank Account that are sufficient to initiate and cover a payment you instruct (for example, non-sufficient funds or closed account), the payment may not be made. If funds cannot be accessed from your Bank Account for any reason, you agree that:
   
   1. you will reimburse us immediately, upon demand, the payment amount to the extent that payment was sent to the Service Provider on your behalf;
   2. you will reimburse us for any fees imposed as a result of the transaction; and
   3. you will reimburse us for any fees, including reasonable attorney fees, we incur in attempting to collect the amount of the transaction from you.
5. Your Liability. You agree that any payment instruction you provide is final and that you will not dispute any payments made or attempt to reverse any charges. You are solely liable for errors you make in using the Oat Financial Services. We will not be liable if any payment instruction is not executed because:
   
   1. you do not have enough money in your Bank Account to initiate a payment;
   2. payment is rejected, returned, mishandled, or delayed by a Service Provider;
   3. you have provided incorrect information about a Service Provider or payment;
   4. the Bank Account you specify is closed or the charge is rejected or returned by your bank or financial institution;
   5. the Oat Financial Services are not available or are interrupted;
   6. of third party providers; or
   7. of circumstances beyond our control.
6. Communications. You represent and warrant that we may send communications to you and your Service Providers on your behalf in connection with the Oat Financial Services. You also represent and warrant that you and each of your Service Providers have consented to receive ongoing communication, including text messages from us. Such communication may include messages regarding the status of payments. You agree to inform us if any Service Provider withdraws consent to receiving text messages. We do not charge a fee to send a text message. However, any text messages sent and/or received are subject to standard text message rates depending on the recipient’s carrier and terms and conditions with the carrier.
7. Purchased Unpaid Earnings. We may purchase all or part of any Service Provider’s Unpaid Earnings. Purchased Unpaid Earnings are transferred and assigned by the Service Provider to us. You acknowledge and agree that any payment instructions you provide concerning Purchased Unpaid Earnings will be considered instructions by you to pay us. Funds debited from your Bank Account to pay Purchased Unpaid Earnings may be credited to a bank account other than the pooled account, including an account established by us or an affiliate. If you maintain a balance in your Bank Account sufficient to fund some, but not all, of your payment instructions, you agree that we may first pay Purchased Unpaid Earnings.
8. Other Payment Methods. We reserve the right to select the method in which to execute your payment instructions. We may change Bank Partner or replace or supplement the bank partner arrangement with a different payment method.
9. Termination or Suspension. We may terminate or suspend your access to our payment Services at any time. Termination or suspension does not affect your liability or obligations under this Agreement. If terminated or suspended, any payment already initiated before termination or suspension may be completed. We and our Bank Partner are not responsible for any payments not completed following termination or suspension.

5. Service Fees.
   
   1. Fees.  You to pay all fees in the currency and payment period specified in the applicable Service Order for your use of the Oat Financial Services. Oat Financial’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Oat Financial. Except as expressly provided in this Agreement, payments are non-refundable and non-creditable and payment obligations non-cancellable.  All undisputed fees due are payable in United States dollars, unless otherwise agreed to between the parties in writing.
   2. Invoicing Payment Terms. Invoices will be sent to via email in accordance with the Order Form.  Except as otherwise set forth in an Order Form, Customer will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice.  If Customer is overdue on any payment of undisputed fees and fails to pay within ten (10) business days of a written notice, then Oat Financial may assess, and Customer agrees to pay a late fee of either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less. 
   3. Disputes.  Customer must notify Oat Financial in writing of any good-faith invoice dispute within twenty (20) days of the applicable invoice date and reasonably cooperate with Oat Financial in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of Customer’s notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any provision in this Agreement that would limit seeking these remedies on account of a payment dispute. For clarity, any undisputed amounts must be paid in full in accordance with this Section.
6. Additional Services. Certain Oat Financial Services may be subject to additional terms and conditions, which are posted or made available separately from this Agreement. Some of the Oat Financial Services may also be subject to additional policies, guidelines, or rules we also post or make available. Such additional terms, conditions, policies, guidelines, and rules are incorporated in and form a part of this Agreement. If there is a conflict between the additional terms, conditions, policies, guidelines, or rules and this Agreement, this Agreement will control. You acknowledge and agree that your use of the Oat Financial Services does not relieve you of your obligations under any applicable laws to retain records relating to the information you have provided us.
7. Confidential Information. 
   
   1. Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know, provided that the party remains responsible for any recipient’s compliance with the terms of this Section and that these recipients are bound to confidentiality obligations no less protective than this Section. 
   2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information. 
   3. Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law. 
8. General Representations and Warranties. You make the following representations and warranties to us on a continuing basis: (a) your execution, delivery, and performance of this Agreement have been authorized by all necessary corporate action and do not violate applicable law or the provisions of any agreement to which you are bound; (b) the individuals establishing or using your Oat Financial Account or transacting with us or using our products or services are authorized by you to do so; (c) this Agreement constitutes the legal, valid, and binding agreement of you enforceable in accordance with its terms; (d) you and any of your employees, contractors, and agents have all licenses, registrations, and authorizations required to conduct your and their businesses; and (e) any information, materials, data, content, or documents you directly or indirectly provide to us are true, correct, and complete.
9. Additional Covenants. You covenant to us as follows:
   
   1. Assistance. You will provide any information, materials, data, content, documents, or assistance we may require to provide the Oat Financial Services.
   2. Tax Matters. You agree to reconcile all Service Provider earnings with your tax returns for each quarter and year and on an ongoing basis to timely and accurately update all Service Provider earnings information provided to us to reflect changes and make any corrections. We may decide not to prepare or file tax forms (including form 1099-MISC or otherwise) if there are any problems with any information provided by you, you fail to provide the information we request, or for any other reason. We do not provide legal, tax, financial, accounting, employment, or other professional services or advice, and you agree to consult a professional trained in those areas if you need such assistance. You are solely responsible for your own compliance with applicable tax and other laws. You agree that any Losses incurred due to inaccurate information will be your sole responsibility.
10. Indemnification. You will indemnify, defend, and hold us harmless against any Losses incurred by us arising out of or relating to a breach by you of any of your representations, warranties, covenants, or agreements contained in this Agreement.
11. Third-Party Providers of Financial Products or Services. On our website, you may be able to obtain products or services from third parties. If you request or apply for a product or service from a third-party provider, you direct us to provide information, data, and documents we have in our possession or control relating to you to such third-party provider for purposes of evaluating your request or application. Although we may receive compensation from a third-party provider, we do not endorse any third-party provider. If you ultimately obtain a financial product or service from a third-party provider, the third-party provider is solely responsible for its products and services provided to you, and you agree that we are not liable for any Losses arising out of, or related to, such products and services.
12. Disclaimer of Warranties. THE OAT FINANCIAL SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE OAT FINANCIAL SERVICES TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY, ACCURACY, NONINFRINGEMENT, TITLE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

NOTHING IN THIS SECTION AFFECTS WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.

13. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION PROVIDED IN CONNECTION WITH USE OF THE OAT FINANCIAL SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. WE WILL NOT BE LIABLE FOR LOSSES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE OAT FINANCIAL SERVICES. WE WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS, USE, OR DISCLOSURE OF ANY INFORMATION RELATING TO YOU THAT IS HELD, MAINTAINED, OR UNDER THE CONTROL OF ANY THIRD PARTY, INCLUDING ANY SECURITY BREACH RELATING TO INFORMATION ABOUT YOU EXPERIENCED BY A THIRD PARTY. OUR MAXIMUM LIABILITY FOR ALL LOSSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL BE THE TOTAL AMOUNT, IF ANY, OF FEES PAID BY YOU TO US IN THE 6 MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH LIABILITY.
14. Transaction Information from Third Party Sites. We may use transaction data from your bank and other financial accounts to provide our products and services. In order to do so, you direct us to obtain certain transaction data and information from third-party providers with whom you have bank or other accounts (“Transaction Information”). We work with vendors to obtain Transaction Information with your permission. The permission you have provided also allows the vendors to use your data, including aggregated data, so they may provide their services to us and for the vendors’ business purposes. We and our vendors will not provide Transaction Information to you in the form received from the third-party provider, but certain details of the Transaction Information may be provided to you. We do not review Transaction Information for accuracy or completeness. We have no liability for any actions or inactions on the part of any vendor. We and our vendors are not responsible for the Transaction Information or third-party products and services and make no warranties, including implied warranties of merchantability and fitness for a particular purpose, with respect to Transaction Information or third-party products or services. We and our vendors are not responsible for delays in obtaining Transaction Information or the accuracy, completeness, storage, or loss of Transaction Information, personalization settings, or service interruptions. Transaction Information may only be current at the time accessed and is provided on an “as is” and “as available” basis from providers.
15. Termination by Us. This Agreement is effective until terminated. We, in our sole discretion, may limit or terminate your access to or use of your Oat Financial Account and our Services at any time if you breach your obligations contained herein and such breach remains uncured for thirty (30) days’ from receipt of written notice. Upon any termination of this Agreement, your right to use your Oat Financial Account and our Services will immediately cease. Any limitation or termination of your access to or use of your Oat Financial Account and the Oat Financial Services may take effect without prior notice. Any limitation or termination of your access to or use of your Oat Financial Account and the Oat Financial Services will not affect in any way our rights with respect to transactions that occurred before such limitation or termination. Sections 1, 2, 3(b), 5, 7, 8, 10, 11, 12, 13, 14, 15, 16, and 17 will survive any limitation or termination of your access to or use of your Oat Financial Account and our Services.
16. Terminating Your Oat Financial Account. Unless otherwise set forth in the applicable Service Order, you may terminate your Oat Financial Account at any time and for any reason, but only after providing us 30 days’ prior written notice. Your termination will become effective in one business day or such longer period commercially reasonable under the circumstances. We will retain and may use your name, email address, and other information materials, data, content, or documents that you have provided us or that we have obtained or produced following termination, unless prohibited by applicable law.
17. Miscellaneous
    
    1. Governing Law. This Agreement is governed by the laws of the State of Delaware and the United States, without regard to choice or conflict of law rules thereof. 
    2. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that each party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.
    3. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
    4. Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
    5. Export. Each party will comply with all applicable export control laws. Customer represents and warrants that it is not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a “terrorist supporting” country.
    6. Publicity.  Customer agrees that Oat Financial may refer to Customer’s name and trademarks in Oat Financial’s marketing materials and website, including but not limited to displaying the Customer’s logo, solely for the purpose of identifying Customer as a customer of Oat Financial.
    7. Amendments; Waivers.  Oat Financial may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time with prior notice to Customer.  No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party. 
    8. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
    9. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. 

Entire Agreement. This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.