AR WORKFLOW TERMS OF SERVICE AND SUBSCRIPTION AGREEMENT

Effective Date: October 6, 2026

These Terms of Service and Subscription Agreement ("Terms" or "Agreement") govern access to and use of the AR Workflow software platform, websites, applications, services, features, integrations, communications tools, payment functionality, artificial intelligence features, and related services provided by AR Workflow, Inc., a Nevada corporation ("AR Workflow," "we," "us," or "our").

These Terms are between AR Workflow and the individual or legal entity accepting these Terms or using the Service ("Customer," "you," or "your").

BY CREATING AN ACCOUNT, SIGNING OR ACCEPTING AN ORDER, CLICKING "ACCEPT," "AGREE," OR A SIMILAR BUTTON, OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS.

IF YOU ACCEPT THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, AFFILIATE, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS.

The Service is intended primarily for business and commercial use and is not intended for personal, family, or household use.

You must be at least 18 years old to create an account or accept these Terms.

1. DEFINITIONS

For purposes of this Agreement:

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Authorized User" means an employee, contractor, Affiliate, agent, or other individual whom Customer authorizes to access the Service through Customer's account.

"Customer Data" means information, data, documents, invoices, contact information, communications, recordings, files, payment information, notes, account information, and other content submitted to, imported into, generated through, or processed through the Service on Customer's behalf.

"End Customer" means any client, customer, debtor, account contact, property owner, payer, recipient, or other third party with whom Customer communicates or interacts through the Service.

"Order" means any order form, subscription selection, checkout page, proposal, quote, invoice, statement of work, online purchase, or other ordering document accepted by Customer and AR Workflow that references or relates to the Service.

"Service" means AR Workflow's hosted software platform and related products and services, including accounts receivable management, workflows, task management, invoice synchronization, communications, calling, text messaging, email, payment functionality, customer portals, artificial intelligence features, reporting, integrations, and other features made available by AR Workflow.

"Third-Party Services" means third-party products, platforms, processors, APIs, telecommunications providers, accounting platforms, email providers, artificial intelligence providers, payment processors, financial institutions, card networks, and other services that interoperate with or support the Service.

"Usage Limits" means any limits associated with a subscription plan, including limits based on open invoices, users, communications, storage, transactions, features, or other usage metrics identified in an Order, on AR Workflow's pricing page, within the Service, or in other applicable pricing materials.

2. THE SERVICE

2.1 Right to Use the Service

Subject to Customer's compliance with this Agreement and payment of all applicable fees, AR Workflow grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service for Customer's internal business purposes.

Customer may permit Authorized Users to use the Service on its behalf.

Customer is responsible for all acts and omissions of its Authorized Users and for their compliance with this Agreement.

2.2 Affiliates and Contractors

Customer may allow its Affiliates and contractors to use the Service for Customer's or an Affiliate's legitimate business purposes, subject to applicable subscription limits.

Customer remains responsible for their use of the Service unless an Affiliate enters into a separate Order directly with AR Workflow.

2.3 Changes to the Service

AR Workflow continuously develops and improves the Service.

AR Workflow may add, modify, update, replace, or discontinue features from time to time.

When reasonably practicable, AR Workflow will provide advance notice of a material reduction in core functionality.

Advance notice may not be possible where a change is required because of:

  • Security concerns;
  • Fraud or abuse;
  • Applicable law or regulation;
  • Third-party provider changes;
  • Telecommunications requirements;
  • Payment-network requirements;
  • API changes;
  • Emergency maintenance; or
  • Circumstances outside AR Workflow's reasonable control.

AR Workflow does not guarantee that every feature will remain available permanently.

2.4 Beta, Preview, and Experimental Features

AR Workflow may make beta, preview, early-access, or experimental features available from time to time.

Such features may be changed, suspended, or discontinued at any time and may contain errors or incomplete functionality.

Unless otherwise expressly agreed in writing, beta or experimental features are provided "AS IS" without service-level commitments or warranties.

2.5 Trials and Promotional Access

AR Workflow may offer free trials, promotional access, discounted subscriptions, pilot programs, or other limited offers.

The length, features, restrictions, and conversion terms of any trial or promotional offer will be those presented at signup, in the applicable Order, or in the offer itself.

AR Workflow may modify or discontinue a trial or promotional program at any time, subject to applicable law.

Unless otherwise expressly stated, trial services are provided "AS IS."

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Information

Customer must provide accurate, current, and complete information when creating and maintaining an account.

Customer must promptly update account, billing, administrative, and contact information when it changes.

3.2 Account Security

Customer is responsible for:

  • Maintaining the confidentiality and security of login credentials;
  • Using commercially reasonable password and access-control practices;
  • Restricting access to authorized individuals;
  • Properly configuring user roles and permissions;
  • Promptly disabling access for users who should no longer have access; and
  • Promptly notifying AR Workflow of suspected unauthorized access or compromise.

Customer is responsible for activity occurring through Customer's account unless caused directly by AR Workflow's breach of this Agreement.

3.3 Administrators

Individuals designated as account administrators may have authority to manage users, permissions, integrations, subscription settings, billing, communications settings, AI functionality, and other account features.

Customer is responsible for selecting appropriate administrators and controlling their authority.

4. CUSTOMER DATA, PRIVACY, AND SECURITY

4.1 Ownership of Customer Data

As between AR Workflow and Customer, Customer retains all ownership rights in Customer Data.

AR Workflow does not acquire ownership of Customer Data merely because Customer uses the Service.

4.2 License to Process Customer Data

Customer grants AR Workflow and its authorized subprocessors a limited right to host, copy, transmit, process, display, modify, and otherwise use Customer Data only as reasonably necessary to:

  • Provide the Service;
  • Operate Customer's account;
  • Perform Customer-requested functionality;
  • Provide support;
  • Maintain, secure, and troubleshoot the Service;
  • Prevent fraud or abuse;
  • Comply with applicable law;
  • Enforce this Agreement; and
  • Create aggregated or de-identified information as permitted below.

4.3 Customer Responsibility for Data

Customer represents and warrants that it has all rights, permissions, notices, authorizations, and consents necessary to provide Customer Data to AR Workflow and to authorize AR Workflow to process Customer Data as contemplated by this Agreement.

Customer is responsible for the legality, accuracy, quality, and integrity of Customer Data.

Customer must not submit Customer Data or instruct AR Workflow to process information in a manner that violates applicable law or the rights of another person.

4.4 End Customer Data

Customer is responsible for determining whether it has the legal right to collect, store, use, communicate with, and process information relating to End Customers.

Customer is also responsible for providing any notices and obtaining any consents required by applicable privacy, communications, consumer protection, or other laws.

4.5 Privacy Policy

AR Workflow's collection and handling of personal information is further described in AR Workflow's then-current Privacy Policy.

The Privacy Policy is incorporated into these Terms by reference.

4.6 Data Processing Agreements

Where required by applicable law or mutually agreed for enterprise compliance purposes, Customer may request AR Workflow's then-current Data Processing Agreement.

4.7 Subprocessors

Customer authorizes AR Workflow to use third-party service providers and subprocessors as reasonably necessary to provide the Service.

AR Workflow will require subprocessors that process Customer Data on AR Workflow's behalf to maintain appropriate confidentiality and data-protection obligations consistent with the nature of the services they provide.

4.8 Aggregated and De-Identified Information

AR Workflow may generate and use aggregated or de-identified information derived from operation of the Service, provided that such information does not identify Customer, an Authorized User, or an End Customer and cannot reasonably be used to re-identify them.

AR Workflow may use such aggregated or de-identified information for analytics, benchmarking, security, product development, service improvement, research, and business operations.

AR Workflow owns its aggregated and de-identified analytics and statistical information.

4.9 Security Measures

AR Workflow will maintain reasonable administrative, technical, organizational, and physical safeguards appropriate to the nature of Customer Data processed through the Service.

Such safeguards may include access controls, authentication controls, encryption, monitoring, logging, backup procedures, vulnerability management, and incident-response practices as appropriate to the Service.

No internet-based system can be guaranteed to be completely secure, and AR Workflow does not warrant that unauthorized third parties will never be able to defeat security measures.

4.10 Security Incidents

If AR Workflow becomes aware of unauthorized access to or disclosure of Customer Data that constitutes a security incident requiring notification under applicable law, AR Workflow will notify Customer without undue delay and will take reasonable steps to investigate, contain, mitigate, and remediate the incident.

AR Workflow will provide reasonably available information concerning the nature and scope of the incident as appropriate.

5. THIRD-PARTY SERVICES AND INTEGRATIONS

5.1 General

Certain features of the Service depend on or are provided through independent third-party products, platforms, processors, financial institutions, telecommunications providers, card networks, email providers, accounting platforms, artificial intelligence providers, APIs, and other service providers.

Third-Party Services are not owned or controlled by AR Workflow.

Customer acknowledges that Third-Party Services may be subject to separate:

  • Terms of service;
  • Merchant agreements;
  • Privacy policies;
  • Acceptable use policies;
  • Card-network rules;
  • Banking requirements;
  • Telecommunications requirements;
  • Underwriting requirements;
  • Fees;
  • Usage restrictions;
  • Eligibility requirements; and
  • Other policies established by the applicable third party.

Customer's ability to use functionality dependent upon a Third-Party Service is conditioned upon Customer's continued eligibility for and compliance with the requirements of that Third-Party Service.

AR Workflow is not responsible for the acts, omissions, availability, pricing decisions, policies, rules, errors, service interruptions, processing decisions, or other conduct of an independent Third-Party Service.

5.2 Changes to Third-Party Services

A Third-Party Service may change its:

  • Features;
  • APIs;
  • Pricing;
  • Processing fees;
  • Network fees;
  • Carrier fees;
  • Policies;
  • Terms;
  • Eligibility requirements;
  • Processing rules; or
  • Availability

at any time.

Where reasonably practicable, AR Workflow will communicate material third-party changes that directly affect Customer's use of AR Workflow.

AR Workflow cannot guarantee advance notice where the applicable third party implements a change immediately or without sufficient advance notice to AR Workflow.

If a Third-Party Service modifies, limits, suspends, or terminates functionality upon which part of the Service depends, AR Workflow may modify, limit, suspend, replace, or discontinue the affected functionality.

5.3 Order of Responsibility

AR Workflow's responsibilities under this Agreement apply to the AR Workflow software platform.

The applicable third-party agreement governs the third party's provision of its own services.

For clarity:

  • AR Workflow's Terms govern Customer's use of the AR Workflow software platform;
  • Finix's applicable merchant agreement and related terms govern payment-processing services provided through Finix and its applicable financial institutions;
  • Twilio's applicable terms and policies govern telecommunications services provided through Twilio; and
  • The applicable provider's terms govern any other Third-Party Service used by Customer.

Nothing in this Agreement makes AR Workflow responsible for obligations that belong to a Third-Party Service under that third party's separate agreement with Customer.

5.4 QuickBooks and Accounting Integrations

When Customer connects a supported accounting platform such as QuickBooks Online, Customer authorizes AR Workflow to access the connected account using the permissions presented during the authorization process.

Depending on the features Customer enables, AR Workflow may read information from or write information to the connected accounting platform.

Customer may revoke access in accordance with the applicable integration settings.

Disconnecting or revoking access may prevent certain AR Workflow features from functioning.

Customer's use of an accounting integration remains subject to the applicable third party's terms and policies.

AR Workflow is not affiliated with or endorsed by Intuit solely because the Service integrates with QuickBooks.

5.5 Email Integrations

When Customer connects an email account or provider, including Google or Gmail, Customer authorizes AR Workflow to access and use the permissions approved by Customer through the applicable authorization process.

AR Workflow will use such access to provide the functionality requested by Customer and in accordance with AR Workflow's Privacy Policy.

Customer may revoke connected-account access at any time through the applicable provider or AR Workflow settings.

5.6 Telecommunications Providers

Calling, SMS, voicemail, telephone numbers, and related functionality may rely on telecommunications providers such as Twilio or other providers.

Customer acknowledges that carrier filtering, spam detection, delivery failures, blocked numbers, network interruptions, registration requirements, telecommunications rules, and provider policies may affect the availability or delivery of communications.

Telephone numbers assigned or provisioned through the Service are not Customer property unless expressly agreed otherwise.

Porting or transferring a telephone number is subject to applicable carrier and provider policies.

Upon termination, telephone numbers associated with Customer's account may be released, reassigned, or deactivated.

6. COMMUNICATIONS, SMS, EMAIL, CALLING, AND RECORDING

6.1 Customer Is Responsible for Communications

Customer controls the recipients, content, timing, frequency, configuration, and purpose of communications sent through the Service.

Customer is solely responsible for ensuring that communications sent through the Service are lawful.

AR Workflow acts as a technology provider and does not independently determine whether Customer has a legal right to contact a particular recipient.

6.2 Required Consent

Customer represents and warrants that it has obtained and will maintain all notices, permissions, authorizations, and consents required by applicable law before using the Service to contact an End Customer.

This includes, where applicable, consent requirements relating to:

  • Telephone calls;
  • Automated or prerecorded calls;
  • SMS and text messages;
  • Ringless voicemail or voicemail drops;
  • Email communications;
  • Marketing communications;
  • Debt collection communications;
  • Call recording;
  • Call transcription; and
  • Artificial intelligence analysis of communications.

6.3 Communications Laws

Customer is responsible for complying with all laws and regulations applicable to its communications and collection activities, including, where applicable:

  • The Telephone Consumer Protection Act;
  • Applicable FCC rules;
  • The CAN-SPAM Act;
  • Federal and state Do-Not-Call requirements;
  • State telecommunications and privacy laws;
  • State automated-call or text-message laws;
  • Debt collection and consumer protection laws;
  • Privacy laws;
  • Call recording and interception laws; and
  • Any similar federal, state, local, or international requirements.

AR Workflow does not provide legal advice regarding whether a communication is permitted.

6.4 Opt-Out Requests

Customer must honor legally valid opt-out, unsubscribe, revocation-of-consent, and Do-Not-Call requests.

Customer may not intentionally circumvent opt-out functionality provided by AR Workflow, telecommunications carriers, or other providers.

Customer is responsible for maintaining legally required suppression and consent records.

6.5 Prohibited Communications

Customer may not use the Service to:

  • Send unlawful spam or unsolicited communications prohibited by law;
  • Harass, threaten, deceive, intimidate, or abuse recipients;
  • Send unlawful, fraudulent, obscene, defamatory, or infringing content;
  • Spoof caller identification information unlawfully;
  • Misrepresent Customer's identity;
  • Contact emergency numbers or other restricted numbers in violation of applicable requirements;
  • Circumvent telecommunications carrier restrictions;
  • Continue contacting recipients after a legally effective opt-out where continued contact is prohibited; or
  • Use communications functionality in a manner likely to cause AR Workflow or its providers to violate law, carrier policies, or telecommunications requirements.

6.6 Message Delivery

AR Workflow does not guarantee that an email, text message, call, voicemail, notification, reminder, or other communication will:

  • Be delivered;
  • Be received;
  • Be read;
  • Avoid spam filtering;
  • Avoid carrier filtering;
  • Reach the intended person;
  • Arrive within a particular period; or
  • Result in a response or payment.

Customer should not rely on the Service as its sole method of delivering legally required notices or communications with strict legal deadlines unless Customer has independently confirmed that use of the Service satisfies the applicable legal requirements.

6.7 Call Recording and Transcription

The Service may allow Customer to record telephone calls and may provide transcription, summarization, analysis, or other processing of recorded calls.

Customer is solely responsible for determining when call recording is lawful and for providing all notices and obtaining all consents required by federal, state, local, or other applicable law.

Some jurisdictions may require consent from all participants before a call may lawfully be recorded.

AR Workflow does not obtain recording consent on Customer's behalf and does not determine which recording laws apply to Customer's calls.

Where enabled by Customer, recorded calls may be stored, transcribed, summarized, and analyzed by AR Workflow or authorized subprocessors to provide Service functionality.

7. ARTIFICIAL INTELLIGENCE FEATURES

7.1 AI Functionality

The Service may use artificial intelligence, machine learning, large language models, automated decision-support tools, or similar technology ("AI Features").

AI Features may include:

  • Drafting communications;
  • AI Workflows;
  • Account analysis;
  • Invoice analysis;
  • Communication summaries;
  • Suggested actions;
  • Follow-up recommendations;
  • Tone or intent selection;
  • Communication generation;
  • Classification;
  • Call transcription;
  • Call analysis;
  • Summaries;
  • Workflow recommendations; and
  • Other automated functionality.

7.2 AI Outputs May Be Incorrect

Customer acknowledges that AI-generated content and recommendations may contain errors, omissions, inaccuracies, hallucinations, inappropriate language, incorrect assumptions, outdated information, or other defects.

AR Workflow does not guarantee the accuracy, completeness, suitability, legal compliance, or effectiveness of AI-generated content.

7.3 Customer Responsibility

Customer is responsible for determining whether AI Features are appropriate for its business and for reviewing and configuring those features appropriately.

Customer remains responsible for:

  • Its collection strategy;
  • Workflow configuration;
  • Communication frequency;
  • Communication tone;
  • Contact selection;
  • Recipient eligibility;
  • Legal compliance;
  • Actions taken based on AI recommendations; and
  • Communications sent through the Service.

7.4 Automated AI Workflows

Certain AI Features may allow Customer to configure the Service to automatically generate, schedule, modify, or send communications without individual manual approval of each communication.

If Customer enables such automated functionality, Customer expressly instructs AR Workflow to perform the configured automated actions on Customer's behalf.

Customer acknowledges that communications may be generated or sent without individual pre-send review.

Customer is responsible for:

  • Deciding whether to enable automated AI functionality;
  • Configuring applicable rules and settings;
  • Choosing customers, accounts, or invoices assigned to automated workflows;
  • Monitoring the operation of those workflows;
  • Reviewing results and communications periodically;
  • Correcting inappropriate configurations; and
  • Pausing or disabling automated functionality when appropriate.

The availability of an automated feature does not represent a determination by AR Workflow that the feature is appropriate or lawful for Customer's specific circumstances.

7.5 No Professional Advice

AI Features and other Service outputs are provided for business decision-support purposes.

They do not constitute legal, accounting, tax, financial, credit, debt collection, or other professional advice.

Customer should obtain qualified professional advice where appropriate.

7.6 No Collection Guarantee

AR Workflow does not guarantee that use of AI Features, workflows, reminders, communications, payment functionality, or any other portion of the Service will:

  • Collect an invoice;
  • Accelerate payment;
  • Increase collections;
  • Produce a response;
  • Resolve a dispute;
  • Reduce days sales outstanding;
  • Prevent delinquency; or
  • Produce any particular business result.

7.7 Processing by AI Providers

Customer authorizes AR Workflow to use approved AI technology providers and subprocessors where reasonably necessary to provide AI Features.

Customer Data processed through AI Features remains subject to this Agreement, AR Workflow's Privacy Policy, and any applicable Data Processing Agreement.

7.8 AI Output Rights

To the extent permitted by applicable law, Customer may use AI-generated outputs created specifically through Customer's use of the Service for Customer's business purposes.

AR Workflow retains all rights in the Service, underlying software, models, prompts, system architecture, workflows, methods, and technology.

AI-generated outputs may not be unique, and similar or identical output may be generated for other users.

AR Workflow does not represent that any AI-generated output is eligible for copyright, trademark, patent, or other intellectual property protection.

8. PAYMENT SERVICES AND FINIX

8.1 Third-Party Payment Processing

AR Workflow integrates with payment-processing services provided by Finix Payments, Inc. ("Finix"), together with one or more applicable acquiring banks, financial institutions, payment networks, and other payment-service providers.

The payment-processing functionality made available within AR Workflow is a Third-Party Service.

AR Workflow provides the software interface and integration through which Customer may access payment functionality.

AR Workflow is not the bank, acquiring bank, card network, or underlying payment processor responsible for authorizing, settling, funding, reversing, refunding, or processing Customer's payment transactions.

Payment transactions are processed subject to the applicable agreements, rules, policies, underwriting requirements, and operating procedures of Finix, its banking partners, card networks, ACH networks, and other applicable payment-service providers.

8.2 Finix Merchant Registration and Approval

Before Customer may use payment-processing functionality, Customer may be required to:

  • Register with Finix as a merchant;
  • Submit a merchant application;
  • Provide business information;
  • Provide ownership and beneficial-owner information;
  • Provide banking information;
  • Complete identity verification;
  • Complete underwriting;
  • Provide financial information;
  • Satisfy Finix's eligibility requirements; and
  • Agree directly to Finix's applicable merchant terms and policies.

Approval to use payment-processing functionality is determined by Finix and its applicable financial partners.

AR Workflow does not guarantee that Customer will be approved or remain approved for payment processing.

Finix or its applicable financial partners may request additional information, impose restrictions, establish reserves, delay settlement, suspend processing, or terminate payment-processing services in accordance with the applicable Finix agreement and payment-network requirements.

8.3 Finix Terms and Privacy Policy

In order to use Finix payment-processing services, Customer must register with Finix as a merchant and agree to Finix's applicable merchant terms and policies.

The Finix Terms of Service are available here:

https://finix-hosted-content.s3.amazonaws.com/flex/v2/finix-pw-terms-of-service.html

The Finix Privacy Policy is available here:

https://finix.com/terms-and-policies/privacy-policy

By activating or using Finix payment-processing services through AR Workflow, Customer acknowledges that Customer has been provided access to the applicable Finix Terms of Service and Privacy Policy and agrees to comply with Finix's applicable merchant requirements.

Finix's Terms of Service and Privacy Policy constitute separate agreements governing Customer's relationship with Finix and applicable payment-processing entities.

If Customer has questions concerning Finix's Terms of Service, Privacy Policy, merchant approval, processing requirements, underwriting, reserves, holds, settlements, chargebacks, ACH returns, or other Finix-specific requirements, Customer should refer directly to Finix:

Finix Website:
https://finix.com/

Finix Support:
support@finix.com

8.4 Customer Is the Merchant

Customer remains the merchant, seller, service provider, creditor, or other party responsible for the underlying transaction with Customer's End Customer.

AR Workflow is not a party to the underlying transaction between Customer and the End Customer.

Customer is solely responsible for:

  • The validity of amounts charged;
  • The goods or services underlying a transaction;
  • Accuracy of invoices;
  • Obtaining appropriate payment authorization;
  • Customer disputes regarding amounts owed;
  • Refund decisions;
  • Customer service relating to the underlying transaction;
  • Compliance with applicable card-network rules;
  • Compliance with applicable ACH requirements;
  • Compliance with applicable consumer laws; and
  • Maintaining an appropriate refund policy as required by Finix, applicable law, and applicable payment-network rules.

8.5 AR Workflow Does Not Control Payment-Processing Decisions

Customer expressly acknowledges that AR Workflow does not control and is not responsible for decisions or actions of Finix, its banking partners, card networks, ACH networks, financial institutions, or other payment-service providers concerning:

  • Transaction approvals or declines;
  • Authorization decisions;
  • Settlement timing;
  • Deposit timing;
  • Funding delays;
  • Payment holds;
  • Rolling reserves;
  • Account reserves;
  • Risk reviews;
  • Merchant underwriting;
  • Account approval or rejection;
  • Processor suspension;
  • Processor termination;
  • Chargebacks;
  • Chargeback determinations;
  • ACH returns;
  • Payment reversals;
  • Fraud determinations;
  • Card-network assessments;
  • Processor penalties;
  • Processing restrictions;
  • Required documentation;
  • Refund-processing procedures;
  • Return of processing fees;
  • Card fees;
  • Network fees;
  • Card-brand rules;
  • Bank rules; or
  • Other payment-processing decisions.

AR Workflow cannot override, reverse, modify, waive, reimburse, or guarantee any such determination, fee, policy, or requirement imposed by Finix or another applicable payment-service provider.

8.6 Settlement Funds

Settlement, movement, holding, and transfer of payment funds are handled by the applicable payment processor, acquiring bank, financial institution, or payment network in accordance with the applicable merchant agreement.

AR Workflow does not take ownership of Customer's End Customer payments merely because the payment was initiated through the AR Workflow software platform.

AR Workflow does not control the timing at which payment-processing funds become available to Customer.

8.7 Processing Fees

Use of Finix payment-processing functionality is subject to payment-processing fees.

The current payment-processing fee schedule applicable to AR Workflow customers is set forth in Exhibit A.

These payment-processing charges are separate from AR Workflow's SaaS subscription fees.

Customer acknowledges that payment-processing fees may include fees or costs associated with:

  • Finix;
  • Acquiring banks;
  • Card networks;
  • ACH networks;
  • Financial institutions;
  • Payment technology;
  • Assessments;
  • Chargebacks;
  • Returns; and
  • Other payment-processing services.

Payment-processing fees may be deducted from settlement funds, debited from Customer's settlement account or other authorized bank account, or otherwise collected as permitted under the applicable Finix merchant agreement.

8.8 Changes to Payment-Processing Fees

Payment-processing fees are dependent upon third-party payment-processing arrangements and may change.

Finix, an applicable bank, card network, ACH network, or other applicable payment-service provider may introduce or change fees, assessments, pass-through costs, or other charges.

Where reasonably practicable, AR Workflow will provide Customer with notice of a material change to payment-processing rates applicable through AR Workflow.

However, Customer acknowledges that AR Workflow does not control the timing or amount of third-party fee changes.

If a third-party processor, bank, network, or provider imposes a new or increased pass-through fee, assessment, network charge, or other mandatory cost, that amount may become applicable to Customer in accordance with the applicable payment-processing agreement.

8.9 Refunds

Customer controls whether to issue a refund to its End Customer, subject to applicable law and the applicable Finix merchant agreement.

However, the manner in which that refund is processed and the treatment of previously charged payment-processing fees are determined by Finix and applicable payment-processing rules, not by AR Workflow.

If Customer issues a refund:

  1. The applicable refunded payment amount will be returned to the End Customer through the payment processor;
  2. Payment-processing fees charged on the original transaction may not be returned;
  3. Customer remains responsible for any processor fees associated with the transaction or refund;
  4. If a convenience fee or other amount previously paid by the End Customer was not deducted from Customer's original settlement deposit, that amount may be recaptured from Customer's account when the refund is processed; and
  5. Customer is responsible for maintaining sufficient funds to cover the refund, recaptured amount, processor fees, and any other applicable amounts.

These refund-processing rules are determined by Finix and applicable payment-processing networks and cannot be modified, waived, reimbursed, or overridden by AR Workflow.

8.10 Chargebacks and Payment Disputes

Customer is solely responsible for chargebacks, payment disputes, ACH returns, reversals, and similar transaction disputes associated with Customer's End Customers.

Customer remains responsible for:

  • The amount of the disputed transaction;
  • Applicable chargeback fees;
  • Applicable ACH return fees;
  • Processor assessments;
  • Network penalties;
  • Required evidence or documentation; and
  • Any other amounts assessed under the applicable Finix merchant agreement.

AR Workflow does not decide the outcome of a chargeback or payment dispute and cannot guarantee reversal of a chargeback.

8.11 Processor Holds and Reserves

Finix or an applicable financial institution may establish a reserve, delay settlement, withhold funds, debit an account, or take other risk-management action as permitted under the applicable Finix merchant agreement.

AR Workflow does not control such decisions and will not be liable for losses resulting from a lawful hold, reserve, settlement delay, debit, or similar action taken by the applicable payment provider.

8.12 Payment-Processing Availability

AR Workflow does not guarantee:

  • Continuous availability of payment processing;
  • Approval of every transaction;
  • A particular funding date;
  • A particular settlement date;
  • Continued support for any payment method;
  • Continued merchant eligibility;
  • Continued availability of Finix; or
  • Continued availability of any bank or payment network.

An outage, restriction, suspension, or termination affecting Finix or another payment provider does not constitute a failure by AR Workflow to provide unrelated portions of the AR Workflow Service.

9. SUBSCRIPTIONS, BILLING, PLAN LIMITS, AND FEES

9.1 Subscription Plans

AR Workflow may offer monthly, annual, enterprise, custom, promotional, or other subscription arrangements.

The applicable subscription, billing cycle, fees, features, Usage Limits, and other commercial terms will be those shown in the applicable Order, subscription selection, pricing page, or account.

9.2 Automatic Renewal

Unless an Order expressly provides otherwise, subscriptions automatically renew at the end of each subscription term for an additional term of the same length.

Monthly subscriptions generally renew monthly.

Annual subscriptions generally renew annually.

Customer may prevent a future renewal by canceling the subscription before the renewal becomes effective.

9.3 Recurring Billing Authorization

By purchasing a subscription or providing a payment method, Customer authorizes AR Workflow and its payment providers to charge the payment method on file for amounts due under this Agreement, including:

  • Subscription fees;
  • Renewal fees;
  • Customer-requested upgrades;
  • Usage-based fees;
  • Additional users;
  • Add-on services;
  • Applicable taxes;
  • Third-party pass-through fees;
  • Processor fees where applicable; and
  • Automatic plan changes permitted under this Agreement.

This authorization remains effective until all amounts owed under the Agreement have been paid.

9.4 Usage Limits

Subscription plans may include Usage Limits.

Customer is responsible for monitoring its usage.

Usage may be measured automatically based on records maintained by the Service.

AR Workflow's reasonable measurement of Customer's usage will control absent manifest error.

9.5 Automatic Plan Upgrade for Usage

If Customer's usage exceeds the Usage Limits of its current subscription plan, AR Workflow may require Customer to move to a plan that supports its usage.

Unless otherwise stated in an Order or in-product notice, an automatic plan change triggered solely by exceeding a Usage Limit will take effect at Customer's next subscription renewal.

At renewal, AR Workflow may automatically move Customer to the lowest then-available subscription plan that accommodates Customer's measured usage and charge the payment method on file at the then-current price for that plan.

AR Workflow may provide an in-app notification, email notification, account notice, or other reasonable notice regarding the usage overage and upcoming plan change.

Customer is responsible for reducing usage below the applicable Usage Limit before renewal if Customer wishes to remain on its current plan.

A usage-triggered move to another subscription tier is a change in plan based on Customer's usage and is not considered a general increase in the price of Customer's existing plan.

9.6 Scheduled Downgrades

Customer may request or schedule a downgrade to a lower subscription plan where the Service allows.

Unless otherwise stated, a downgrade becomes effective at the next renewal date.

A scheduled downgrade is subject to Customer satisfying the Usage Limits and eligibility requirements of the selected lower plan at the time the downgrade is scheduled to take effect.

If Customer's usage exceeds the selected lower plan's limits on the effective date:

  • The scheduled downgrade may be canceled or overridden;
  • Customer may remain on its current plan; or
  • Customer may be renewed on the lowest then-available plan that accommodates Customer's usage.

AR Workflow may notify Customer by email, in-app banner, account notification, or another reasonable method when a scheduled downgrade is at risk of being overridden.

Customer remains responsible for reducing usage sufficiently before the renewal date if Customer wants the downgrade to take effect.

9.7 Customer-Requested Upgrades

A Customer-requested upgrade may take effect immediately or at the time shown in the Service.

AR Workflow may charge or prorate fees for an immediate upgrade as described at the time Customer confirms the change.

9.8 Reduction in Usage After Renewal

If Customer's subscription renews at a higher plan because of Customer's usage, a later reduction in usage during that subscription period does not automatically create a refund or credit.

Customer may schedule a qualifying downgrade for a future renewal.

9.9 Additional Users and Add-Ons

Plans may include a specified number of Authorized Users, features, or add-on services.

Additional users or add-ons may result in additional recurring fees.

Customer authorizes AR Workflow to charge such fees when Customer enables or uses paid users or add-ons.

9.10 Usage-Based Charges

Certain functionality may carry usage-based fees, including calling, SMS, payment processing, telecommunications services, or other features.

Applicable rates will be those displayed within the Service, in an Order, on AR Workflow's pricing materials, or in the applicable fee schedule.

Usage charges may be billed separately from subscription fees.

9.11 Price Changes

AR Workflow may change subscription pricing from time to time.

For changes to the base price of an existing subscription plan, AR Workflow will provide at least 30 days' advance notice before the new price takes effect, unless a longer period is required by applicable law.

Unless otherwise stated, a base subscription price change takes effect at the next renewal following the notice period.

This notice requirement does not apply in the same manner to:

  • Customer-requested upgrades;
  • Usage-triggered plan changes;
  • Additional users;
  • Newly purchased add-ons;
  • Usage-based charges;
  • Taxes;
  • Processor fees; or
  • Third-party charges passed through to Customer.

AR Workflow will provide reasonable advance notice of changes to usage-based or third-party rates when practicable.

Where a third-party provider imposes a new or increased fee outside AR Workflow's control, AR Workflow may pass through that fee when it becomes applicable, subject to applicable law.

9.12 Taxes

Fees are exclusive of sales, use, excise, VAT, GST, withholding, and similar taxes unless expressly stated otherwise.

Customer is responsible for taxes arising from its purchase or use of the Service, other than taxes based on AR Workflow's net income.

If AR Workflow is required to collect a tax from Customer, AR Workflow may charge Customer for the applicable amount.

9.13 Nonpayment

Amounts not paid when due may accrue interest at the lesser of:

  • 1.5% per month; or
  • The maximum rate permitted by law.

AR Workflow may retry failed charges.

If an undisputed amount remains unpaid for more than 14 days after AR Workflow provides notice of nonpayment, AR Workflow may suspend access to the Service until payment is made.

AR Workflow may suspend sooner where necessary because of suspected fraud, chargeback abuse, payment-provider requirements, or material financial risk.

Customer is responsible for reasonable collection costs incurred in collecting undisputed overdue amounts to the extent permitted by law.

9.14 No Setoff

Customer may not withhold undisputed amounts due under this Agreement because of an unrelated claim against AR Workflow.

10. CANCELLATION AND REFUND POLICY

10.1 Cancel Anytime

Customer may cancel renewal of its subscription at any time through available account settings or by contacting AR Workflow.

Cancellation does not normally terminate access immediately.

Unless otherwise stated, Customer will continue to have access through the end of the then-current paid subscription term.

10.2 Monthly Subscriptions

Cancellation of a monthly subscription prevents the next monthly renewal.

No refund or prorated credit will be issued for unused time remaining in the current billing period.

10.3 Annual Subscriptions

Cancellation of an annual subscription prevents the next annual renewal.

Annual subscription payments are non-refundable, and no prorated refund or credit will be issued for unused months remaining in the annual term.

If an Order establishes an annual commitment payable in installments, cancellation does not eliminate Customer's obligation to pay committed fees for that annual term unless the Order expressly states otherwise.

10.4 Sales Final

Except where expressly stated in this Agreement, an Order, or required by applicable law:

  • Subscription fees are non-refundable;
  • Usage charges are non-refundable once incurred;
  • Third-party fees are non-refundable once incurred;
  • No credit is provided for partial billing periods;
  • No refund is provided because Customer stops using the Service;
  • No refund is provided because Customer reduces usage after renewal; and
  • No refund is provided for unused features.

This Section 10 relates to AR Workflow subscription and Service fees.

Refunds of End Customer payment transactions processed through Finix are governed separately by Section 8 and Exhibit A.

11. SUPPORT AND CUSTOMER CONDUCT

11.1 Support

AR Workflow will provide support according to the support level included with Customer's subscription and AR Workflow's then-current support practices or any separately published Support Policy.

Unless expressly included in an Order, no specific response time, resolution time, uptime percentage, or service-level agreement is guaranteed.

11.2 Respectful Treatment of Personnel

Customer and its Authorized Users must communicate with AR Workflow employees, contractors, support representatives, implementation personnel, and other representatives in a professional manner.

Customer may not engage in:

  • Credible threats;
  • Threats of violence;
  • Harassment;
  • Discrimination;
  • Intimidation;
  • Personal attacks;
  • Obscene or degrading abuse;
  • Repeated targeted profanity;
  • Retaliatory conduct; or
  • Other conduct creating a reasonable safety concern for AR Workflow personnel.

Good-faith complaints, criticism, disagreement, negative feedback, or reasonable expressions of frustration do not by themselves violate this section.

11.3 Response to Abusive Conduct

Where appropriate, AR Workflow may provide notice and an opportunity to correct inappropriate behavior.

AR Workflow may immediately limit communications, restrict support channels, suspend the Service, or terminate Customer's account without a cure period where Customer's conduct involves:

  • Credible threats;
  • Violence;
  • Severe harassment;
  • Illegal conduct;
  • Fraud;
  • A substantial safety risk; or
  • Repeated abusive conduct after prior warning.

Suspension or termination resulting from Customer's violation of this section does not entitle Customer to a refund.

12. ACCEPTABLE USE AND RESTRICTIONS

Customer may use the Service only for lawful business purposes.

Customer may not, and may not permit another person to:

  • Use the Service in violation of applicable law;
  • Use the Service to facilitate fraud or unlawful conduct;
  • Gain or attempt to gain unauthorized access to the Service or another account;
  • Interfere with or disrupt the integrity, availability, or performance of the Service;
  • Probe, scan, penetration-test, or test the vulnerability of the Service without AR Workflow's written authorization;
  • Circumvent authentication, security, usage restrictions, or rate limits;
  • Introduce malware, viruses, malicious code, or harmful software;
  • Scrape or extract Service data through unauthorized automated means;
  • Use abusive bots or automated processes that materially burden the Service;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code except to the limited extent applicable law expressly prohibits this restriction;
  • Copy Service features, user interfaces, graphics, workflows, or functionality for competitive purposes;
  • Access or use the Service to build, train, benchmark, or improve a competing product or service;
  • Use Service outputs or data at scale to train a competing model or software product without AR Workflow's written permission;
  • Sell, resell, rent, lease, sublicense, or commercially distribute access to the Service except as expressly authorized;
  • Use the Service to violate another person's intellectual property, privacy, or other rights; or
  • Use the Service in a manner that may cause AR Workflow, its telecommunications providers, payment processors, or other providers to violate their legal or contractual obligations.

AR Workflow may investigate suspected violations and may suspend or restrict access where reasonably necessary to protect the Service, AR Workflow, its providers, its customers, or third parties.

13. INTELLECTUAL PROPERTY

13.1 AR Workflow Property

AR Workflow and its licensors retain all right, title, and interest in and to the Service, including:

  • Software;
  • Source code;
  • Object code;
  • Databases;
  • Designs;
  • User interfaces;
  • Documentation;
  • Workflows;
  • Templates supplied by AR Workflow;
  • Technology;
  • Algorithms;
  • Models;
  • Trademarks;
  • Branding;
  • Know-how; and
  • Other intellectual property.

Except for the limited right to use the Service under this Agreement, no intellectual property rights are transferred to Customer.

13.2 Proprietary Notices

Customer may not remove, alter, obscure, or modify proprietary notices contained in the Service.

13.3 Feedback

If Customer provides suggestions, ideas, recommendations, enhancement requests, feedback, or other input relating to the Service, Customer grants AR Workflow a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation to Customer.

This provision does not give AR Workflow ownership of Customer Data.

14. CONFIDENTIALITY

14.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that reasonably should be understood as confidential based on the nature of the information and circumstances of disclosure.

AR Workflow Confidential Information includes non-public information regarding:

  • The Service;
  • Software;
  • Security;
  • Product plans;
  • Technology;
  • Pricing arrangements;
  • Business operations; and
  • Non-public documentation.

Customer Confidential Information includes Customer Data and other non-public business information disclosed to AR Workflow.

14.2 Confidentiality Obligations

Recipient will:

  • Use Confidential Information only as necessary to perform under this Agreement;
  • Protect Confidential Information using at least reasonable care;
  • Limit access to personnel, Affiliates, contractors, advisers, and subprocessors who have a legitimate need to know; and
  • Require persons receiving Confidential Information to be subject to appropriate confidentiality obligations.

14.3 Exclusions

Confidential Information does not include information that Recipient can demonstrate:

  • Is or becomes publicly available without breach of this Agreement;
  • Was lawfully known by Recipient before disclosure;
  • Is lawfully received from another person without confidentiality restriction; or
  • Is independently developed without use of Discloser's Confidential Information.

14.4 Required Disclosure

Recipient may disclose Confidential Information when legally required to do so.

Where legally permitted, Recipient will provide reasonable advance notice to Discloser to allow Discloser to seek confidential treatment or a protective order.

15. DISCLAIMERS

15.1 Service Provided As Is

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

AR WORKFLOW DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED AVAILABILITY.

15.2 No Error-Free Guarantee

AR Workflow does not warrant that:

  • The Service will be uninterrupted;
  • The Service will be error-free;
  • Every defect will be corrected;
  • Customer Data will always synchronize accurately;
  • Third-Party Services will remain available;
  • Communications will always be delivered;
  • AI outputs will always be accurate;
  • Reports will always be complete;
  • Payment processing will always be available; or
  • Use of the Service will produce a particular business outcome.

15.3 Customer Data

AR Workflow generally does not independently verify the accuracy of Customer Data imported, synchronized, entered, or provided by Customer or Customer's End Customers.

AR Workflow is not responsible for errors originating in Customer Data, connected accounting systems, third-party integrations, or information supplied by Customer or an End Customer.

15.4 Accounts Receivable and Collection Disclaimer

AR Workflow provides software tools designed to assist businesses with accounts receivable operations, communication, workflow management, and payment collection.

AR Workflow is not a collection agency, law firm, accounting firm, financial adviser, credit reporting agency, or fiduciary solely by providing the Service.

Customer remains responsible for its accounts receivable strategy, collection activities, business decisions, legal compliance, and relationships with End Customers.

15.5 Customer Disputes

AR Workflow is not responsible for disputes between Customer and an End Customer regarding:

  • The underlying invoice;
  • Services performed;
  • Amounts owed;
  • Contract terms;
  • Quality of work;
  • Refunds;
  • Payment obligations;
  • Collection practices; or
  • Other matters relating to Customer's underlying business relationship.

15.6 Third-Party Services

AR Workflow makes no warranty regarding Third-Party Services.

AR Workflow is not responsible for changes, outages, decisions, errors, pricing, processing fees, carrier restrictions, card-network rules, payment-network decisions, financial institution actions, API restrictions, or other conduct of independent Third-Party Services.

16. TERM, SUSPENSION, AND TERMINATION

16.1 Agreement Term

This Agreement begins when Customer first accepts these Terms or begins using the Service and continues until all subscriptions and Orders have ended and all obligations that survive termination have been satisfied.

16.2 Termination for Material Breach

Either party may terminate this Agreement or an affected Order if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving written notice describing the breach.

A shorter cure period may apply where expressly provided elsewhere in this Agreement.

16.3 Suspension

AR Workflow may immediately suspend some or all access to the Service where AR Workflow reasonably believes suspension is necessary because of:

  • A security threat;
  • Unauthorized access;
  • Fraud;
  • Illegal activity;
  • Telecommunications abuse;
  • Spam;
  • Payment fraud;
  • Material nonpayment;
  • Chargeback abuse;
  • A material violation of this Agreement;
  • A requirement imposed by law;
  • A requirement imposed by a payment processor, telecommunications provider, or other critical provider;
  • Conduct that threatens AR Workflow personnel; or
  • Use that creates material risk to AR Workflow, the Service, another customer, or a third party.

When reasonably practicable, AR Workflow will work with Customer to resolve the underlying issue and restore access.

16.4 Termination by AR Workflow

AR Workflow may terminate the Service immediately where:

  • Customer engages in fraud or unlawful activity;
  • Customer materially abuses communications or payment functionality;
  • Customer's continued use would create material legal, security, regulatory, reputational, or provider risk;
  • Customer engages in severe prohibited conduct toward AR Workflow personnel;
  • A critical Third-Party Service requires termination;
  • Customer repeatedly violates this Agreement after warning; or
  • Customer becomes insolvent, ceases operations, or enters bankruptcy or similar proceedings, to the extent permitted by law.

16.5 Discontinuation of Service

AR Workflow may discontinue the Service or a material product offering upon reasonable notice.

If AR Workflow terminates a prepaid subscription solely because AR Workflow permanently discontinues the applicable Service and Customer is not in breach, AR Workflow will provide a prorated refund of prepaid subscription fees covering the unused portion of the terminated subscription.

16.6 Effect of Customer Breach

If AR Workflow terminates Customer for breach, Customer is not entitled to a refund of prepaid fees and remains responsible for all amounts properly due through the effective date of termination and any committed fees that survive under the applicable Order.

16.7 Data Following Termination

Customer should export information it wishes to retain before the end of its subscription.

Customer may request an available export of Customer Data during the active subscription or within 30 days following termination, subject to technical availability and applicable law.

After that period, AR Workflow may delete Customer Data from active systems unless retention is:

  • Required by law;
  • Required for tax, accounting, fraud, security, audit, or regulatory purposes;
  • Necessary to resolve disputes or enforce this Agreement; or
  • Temporarily maintained in backups according to AR Workflow's ordinary backup-retention practices.

Deletion from backups may occur over time as backups are rotated.

AR Workflow is not obligated to retain Customer Data indefinitely after termination.

17. INDEMNIFICATION

17.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless AR Workflow, its Affiliates, and their officers, directors, employees, contractors, and representatives from third-party claims, actions, proceedings, damages, liabilities, losses, penalties, fines, settlements, costs, and reasonable attorneys' fees arising out of or relating to:

  • Customer's use of the Service in violation of this Agreement;
  • Customer Data;
  • Customer's violation of applicable law;
  • Customer's violation of a third party's rights;
  • Customer's communications with End Customers;
  • Calls, SMS messages, emails, voicemail drops, or other communications sent through the Service;
  • Alleged violations of TCPA, CAN-SPAM, Do-Not-Call, call-recording, privacy, debt collection, consumer protection, or similar laws caused by Customer's acts, omissions, instructions, or configuration;
  • Customer's failure to obtain required consent;
  • Customer's AI Workflow configuration or use of automated communications;
  • Customer's underlying goods or services;
  • Disputes between Customer and an End Customer;
  • Customer's payment collection activity;
  • Refunds, chargebacks, ACH returns, or payment disputes relating to Customer's transactions;
  • Customer's breach of an agreement with a Third-Party Service; or
  • Customer's fraud, willful misconduct, or unlawful activity.

AR Workflow will:

  • Promptly notify Customer of an indemnified claim;
  • Provide reasonable cooperation at Customer's expense; and
  • Allow Customer to control the defense and settlement.

Customer may not settle a claim in a manner that admits liability by AR Workflow, imposes obligations on AR Workflow, or restricts AR Workflow without AR Workflow's written consent.

17.2 AR Workflow Intellectual Property Indemnification

AR Workflow will defend Customer against a third-party claim alleging that AR Workflow technology used to provide the Service directly infringes a United States patent, copyright, trademark, or other intellectual property right.

AR Workflow will pay court-awarded damages and settlement amounts approved by AR Workflow arising from such a claim, provided Customer:

  • Promptly provides written notice;
  • Provides reasonable cooperation; and
  • Allows AR Workflow to control the defense and settlement.

If such a claim appears likely, AR Workflow may:

  • Modify the affected Service;
  • Obtain rights necessary for continued use;
  • Replace the affected functionality with substantially equivalent functionality; or
  • Terminate the affected Service and refund prepaid subscription fees covering the unused terminated period.

17.3 IP Indemnification Exclusions

AR Workflow has no obligation for claims arising from:

  • Customer Data;
  • Customer instructions or specifications;
  • Modifications not made by AR Workflow;
  • Combination with products or services not supplied by AR Workflow where the claim would not otherwise have arisen;
  • Customer's continued use after AR Workflow provides a non-infringing replacement or modification; or
  • Use of the Service outside the scope permitted by this Agreement.

This Section states Customer's exclusive remedy and AR Workflow's entire liability for third-party intellectual property infringement claims.

18. LIMITATION OF LIABILITY

18.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AR WORKFLOW AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR ANY:

  • INDIRECT DAMAGES;
  • INCIDENTAL DAMAGES;
  • SPECIAL DAMAGES;
  • EXEMPLARY DAMAGES;
  • PUNITIVE DAMAGES;
  • CONSEQUENTIAL DAMAGES;
  • LOST PROFITS;
  • LOST REVENUE;
  • LOST BUSINESS;
  • LOST OPPORTUNITY;
  • LOST OR CORRUPTED DATA;
  • BUSINESS INTERRUPTION;
  • REPUTATIONAL HARM; OR
  • ANTICIPATED SAVINGS,

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AR WORKFLOW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR ANY ORDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO AR WORKFLOW FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 Exceptions

The liability cap above does not limit AR Workflow's obligations under Section 17.2 concerning intellectual property indemnification.

Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited.

18.4 Allocation of Risk

Customer acknowledges that the fees charged for the Service reflect the allocation of risk contained in this Agreement and that AR Workflow would not provide the Service on the same economic terms without these limitations.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 Nevada Law

This Agreement and any dispute arising out of or relating to this Agreement or the Service will be governed by the laws of the State of Nevada, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal Dispute Resolution

Before filing a lawsuit arising from this Agreement, the party asserting the dispute must provide the other party with written notice describing the dispute and allow at least 30 days for the parties to attempt in good faith to resolve the matter informally.

Nothing in this section prevents a party from seeking immediate temporary or injunctive relief where necessary to prevent imminent harm.

AR Workflow may pursue collection of undisputed overdue amounts without completing the informal dispute-resolution period.

19.3 Exclusive Venue

Any lawsuit, action, or legal proceeding arising out of or relating to this Agreement or the Service must be brought exclusively in:

  • The state courts located in Clark County, Nevada; or
  • The applicable federal court located in Nevada with jurisdiction over the dispute.

Each party irrevocably consents to the personal jurisdiction and venue of those courts.

19.4 Injunctive Relief

A breach involving intellectual property, Confidential Information, security, unauthorized access, or misuse of the Service may cause irreparable harm for which monetary damages may be inadequate.

Either party may seek temporary, preliminary, or permanent injunctive relief from a court of competent jurisdiction where legally appropriate.

19.5 Attorneys' Fees

To the extent permitted by applicable law, the prevailing party in litigation arising out of this Agreement is entitled to recover its reasonable attorneys' fees and costs.

20. CHANGES TO THESE TERMS

AR Workflow may update these Terms from time to time.

The updated Terms will identify the date of the latest revision.

For material changes, AR Workflow will provide reasonable notice by email, in-app notification, account notification, or another reasonable method.

Unless a change must take effect sooner because of law, regulation, security, fraud prevention, or a Third-Party Service requirement, material changes will generally become effective no sooner than 30 days after notice.

Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms to the extent permitted by applicable law.

If Customer does not agree to a material update, Customer may stop using the Service and cancel future renewal before the updated Terms become effective.

Changes to subscription pricing are governed by Section 9.

An executed Order or other separately signed agreement will not be retroactively modified by an online Terms update to the extent the signed document expressly provides different terms.

21. NOTICES

21.1 Notices to Customer

AR Workflow may provide contractual, operational, security, billing, renewal, feature, and other notices by:

  • Email to an account administrator or billing contact;
  • In-app notification;
  • Account banner;
  • Notification within the Service; or
  • Another reasonable electronic method.

Customer is responsible for maintaining accurate account contact information.

21.2 Legal Notices to AR Workflow

Legal notices to AR Workflow may be delivered to:

AR Workflow, Inc.
Attn: Legal
304 S Jones Blvd #7400
Las Vegas, Nevada 89107

Email: support@arworkflow.com

A legal notice sent by email will be considered received when transmitted without a delivery-failure notice.

A legal notice sent by recognized overnight courier or certified mail will be considered received when delivered.

22. GENERAL TERMS

22.1 Entire Agreement

These Terms, each applicable Order, the Privacy Policy, any applicable Data Processing Agreement, and any policies expressly incorporated into these Terms constitute the complete agreement between AR Workflow and Customer concerning the Service.

They supersede prior or contemporaneous oral or written agreements relating to the same subject matter.

Customer is not relying on any statement, promise, representation, or commitment not contained in the Agreement.

22.2 Order of Precedence

If documents forming the Agreement conflict:

  1. A signed Data Processing Agreement controls solely with respect to privacy and data-protection obligations within its scope;
  2. A signed or mutually accepted Order controls with respect to the specific commercial terms of that Order;
  3. These Terms control otherwise; and
  4. An incorporated policy controls only with respect to the subject matter addressed by that policy.

A purchase order or similar document issued by Customer does not modify this Agreement, and AR Workflow rejects additional or conflicting terms contained in such documents unless AR Workflow expressly agrees to them in writing.

22.3 Assignment

Customer may not assign or transfer this Agreement without AR Workflow's prior written consent, except in connection with a merger, reorganization, or sale of substantially all Customer assets where the successor is not a direct competitor of AR Workflow and agrees in writing to assume Customer's obligations.

AR Workflow may assign this Agreement:

  • To an Affiliate;
  • In connection with a merger;
  • In connection with a reorganization;
  • In connection with financing;
  • In connection with the sale of substantially all assets relating to the Service; or
  • In connection with a sale or transfer of the business.

22.4 Independent Contractors

The parties are independent contractors.

Nothing in this Agreement creates a partnership, franchise, joint venture, fiduciary relationship, employment relationship, or agency relationship between the parties.

Neither party has authority to bind the other except as expressly stated.

22.5 No Third-Party Beneficiaries

Except for parties expressly entitled to indemnification under this Agreement, there are no third-party beneficiaries of this Agreement.

22.6 Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including:

  • Natural disasters;
  • Fire;
  • Flood;
  • Severe weather;
  • War;
  • Terrorism;
  • Civil unrest;
  • Government action;
  • Labor disputes;
  • Internet outages;
  • Telecommunications outages;
  • Cloud-provider failures;
  • Utility failures;
  • Cyberattacks despite reasonable safeguards;
  • Third-party API failures;
  • Payment-network outages; or
  • Other similar events.

This provision does not excuse Customer's obligation to pay fees already due.

22.7 Export and Sanctions Compliance

Customer may not use, export, re-export, transfer, or access the Service in violation of United States export-control or sanctions laws.

Customer represents that it is not prohibited from receiving the Service under applicable trade-control laws.

22.8 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent legally permissible and the remaining provisions will remain in effect.

22.9 Waiver

Failure to enforce a provision of this Agreement does not waive the right to enforce that provision later.

A waiver must be in writing and applies only to the specific instance for which it is given.

22.10 Headings

Section headings are for convenience only and do not affect interpretation of the Agreement.

22.11 Electronic Acceptance and Signatures

Electronic acceptance, electronic signatures, click-through acceptance, and electronically executed Orders have the same force and effect as physical signatures to the extent permitted by applicable law.

22.12 Survival

Provisions that by their nature should survive termination will survive, including provisions concerning:

  • Payment obligations;
  • Confidentiality;
  • Intellectual property;
  • Customer Data rights and permitted retention;
  • Disclaimers;
  • Indemnification;
  • Limitation of liability;
  • Dispute resolution;
  • Attorneys' fees; and
  • General contractual provisions intended to survive termination.

23. CONTACT INFORMATION

Questions regarding these Terms may be directed to:

AR Workflow, Inc.
304 S Jones Blvd #7400
Las Vegas, Nevada 89107

Email: support@arworkflow.com


EXHIBIT A

THIRD-PARTY SERVICES REQUIRED FOR USE OF FULL AR WORKFLOW FUNCTIONALITY

Certain AR Workflow features depend on independent Third-Party Services.

Customer acknowledges that the services, fees, policies, and requirements described in this Exhibit are associated with third-party providers and may be modified by the applicable provider from time to time.

Third-party fees described in this Exhibit are separate from AR Workflow's SaaS subscription fees unless expressly stated otherwise.

A. TWILIO COMMUNICATIONS SERVICES

AR Workflow provides certain SMS messaging, telephone calling, custom phone number, email delivery, and related communication services through Twilio Inc. ("Twilio"), including SendGrid services provided by Twilio where applicable.

Current Twilio-Related Fees

The current fees applicable to these services are:

  • Custom phone number: $1.00
  • SMS: $0.01 per SMS
  • Calls: $0.02 per minute

Additional telecommunications, carrier, registration, regulatory, international, network, or other third-party charges may apply where applicable.

Twilio Terms of Service

Twilio's Terms of Service are available here:

https://www.twilio.com/legal/tos

Twilio Privacy Policy

Twilio's Privacy Policy is available here:

https://www.twilio.com/legal/privacy

By accepting this Agreement with AR Workflow or using Twilio-supported features of the Service, Customer acknowledges that Customer has been provided access to Twilio's applicable Terms of Service and Privacy Policy and agrees to comply with applicable Twilio terms and requirements for the country in which Customer is located.

Customer's use of Twilio-supported functionality may also be subject to Twilio's then-current Acceptable Use Policy, Service and Country Specific Requirements, carrier requirements, registration requirements, and other applicable telecommunications policies.

Twilio Contact Information

If Customer has questions regarding Twilio's Terms of Service, Privacy Policy, or other Twilio requirements, Customer should refer directly to Twilio:

Twilio Website:
https://www.twilio.com/

Twilio Legal Contact:
legalnotices@twilio.com

AR Workflow does not control Twilio's:

  • Network availability;
  • Carrier filtering;
  • SMS delivery;
  • Email delivery;
  • Call completion;
  • Spam classification;
  • Telephone-number availability;
  • Registration approval;
  • Carrier requirements;
  • Telecommunications restrictions;
  • Third-party pricing; or
  • Changes to Twilio policies.

B. FINIX PAYMENT SERVICES

AR Workflow offers payment-processing functionality through Finix Payments, Inc. ("Finix"), an independent third-party payment processor.

In order for Customer to use Finix's payment-processing services, Customer must register with Finix as a merchant and complete Finix's applicable merchant approval and onboarding process.

Finix Terms of Service

The Finix Terms of Service governing the merchant-registration and payment-processing relationship are available here:

https://finix-hosted-content.s3.amazonaws.com/flex/v2/finix-pw-terms-of-service.html

Finix Privacy Policy

The Finix Privacy Policy is available here:

https://finix.com/terms-and-policies/privacy-policy

By activating or using Finix payment-processing functionality through AR Workflow, Customer acknowledges that Customer has been provided access to Finix's applicable Terms of Service and Privacy Policy and agrees to comply with applicable Finix merchant terms and requirements.

Finix's Terms of Service and Privacy Policy govern Customer's relationship with Finix and applicable payment-processing entities with respect to Finix payment-processing services.

Finix Contact Information

If Customer has questions regarding Finix's Terms of Service, Privacy Policy, merchant account, underwriting, settlement, processing, chargebacks, refunds, or other Finix-specific matters, Customer should refer directly to Finix:

Finix Website:
https://finix.com/

Finix Support:
support@finix.com

CURRENT FINIX PAYMENT-PROCESSING FEES

The following payment-processing fees currently apply to use of Finix payment-processing functionality through AR Workflow.

These fees are separate from AR Workflow's SaaS subscription fees.

Credit Card Transactions

Standard Credit Card Transaction

3.5% + $0.50 per transaction

There is no maximum processing-fee cap.

Manually Keyed Credit Card Transaction

3.9% + $0.50 per transaction

There is no maximum processing-fee cap.

ACH Transactions

1.5% of the transaction amount, with a maximum percentage-based fee of $35.00, plus $0.50 per transaction.

Additional Payment-Processing Fees

Other fees may apply, including:

  • Chargeback: $35.00 per chargeback, in addition to the amount of the chargeback.
  • ACH Return: $35.00 per ACH return, in addition to the amount of the return.
  • Abandoned Account Research Fee: $35.00 if an account is deemed abandoned.

Additional fees, assessments, penalties, network charges, bank charges, or pass-through costs may be imposed by Finix, its banking partners, card networks, ACH networks, or other applicable financial-service providers pursuant to the applicable merchant agreement.

FINIX REFUND POLICY

Customer acknowledges and agrees that refunds processed through Finix are subject to Finix's policies and applicable payment-network requirements.

Processing Fees Are Not Returned

If Customer refunds a payment, Finix will not return the payment-processing fees charged on the original transaction.

Those payment-processing fees remain the responsibility of Customer.

Refund of End Customer Payment

If Customer issues a refund, the applicable amount paid by the End Customer is returned to the End Customer through Finix and the applicable payment-processing network.

Convenience Fee Recapture

If a convenience fee associated with the original transaction was not deducted from Customer's original deposit, the applicable convenience-fee amount will be recaptured from Customer's account when the refund is processed.

Customer is responsible for maintaining sufficient funds to cover the applicable refund, convenience-fee recapture, processing fees, and other amounts due.

AR Workflow Has No Control Over Finix Refund Processing

The processing of refunds, the treatment of original payment-processing fees, and the recapture of applicable convenience fees are determined by Finix and applicable payment-processing networks.

AR Workflow does not control these policies and cannot modify, waive, reverse, reimburse, or override Finix's payment-processing fees or refund procedures.

FINIX CHARGEBACKS, RETURNS, AND PAYMENT DISPUTES

All:

  • Chargebacks;
  • ACH returns;
  • Payment reversals;
  • Transaction disputes;
  • Processor investigations;
  • Fraud reviews;
  • Network disputes;
  • Settlement adjustments;
  • Payment holds;
  • Reserves; and
  • Similar payment-processing matters

are governed by the applicable Finix merchant agreement and applicable payment-network rules.

AR Workflow may provide software functionality that displays information concerning these matters, but AR Workflow does not determine or control their outcome.

Customer remains responsible for all applicable:

  • Transaction amounts;
  • Chargeback amounts;
  • ACH return amounts;
  • Processor fees;
  • Network assessments;
  • Bank fees;
  • Penalties; and
  • Other amounts due under the applicable Finix merchant agreement.

THIRD-PARTY SERVICE DISCLAIMER

Customer expressly acknowledges that Twilio and Finix are independent third-party service providers.

AR Workflow integrates their services into the AR Workflow platform to make those capabilities available to Customer.

Except to the extent expressly required by applicable law, AR Workflow is not responsible for and does not warrant, guarantee, control, or determine the:

  • Performance;
  • Availability;
  • Pricing;
  • Processing fees;
  • Card fees;
  • Network fees;
  • Policies;
  • Rules;
  • Merchant approvals;
  • Underwriting decisions;
  • Processing decisions;
  • Transaction approvals or declines;
  • Settlement timing;
  • Funding timing;
  • Payment holds;
  • Reserves;
  • Refund procedures;
  • Return of processing fees;
  • Chargeback determinations;
  • ACH returns;
  • Carrier actions;
  • Message delivery;
  • Network actions; or
  • Other conduct

of Twilio, Finix, their banks, card networks, ACH networks, telecommunications carriers, financial institutions, or other third-party providers.

If the applicable terms of a Third-Party Service conflict with this Agreement regarding that third party's own services, the applicable third-party terms control Customer's relationship with that third party, while this Agreement continues to govern Customer's relationship with AR Workflow.

Customer acknowledges that AR Workflow cannot modify or waive requirements imposed by an independent Third-Party Service.

Last Revised: October 6, 2026