Terms & Conditions
Welcome to Harvv, a SaaS and payments product provided by QisstPay, Inc. ("Harvv," "QisstPay", "QisstPay, Inc.", "we," "us," or "our"). By accessing or using our services, you agree to be bound by the following Terms of Service ("TOS") and all terms incorporated by reference. If you do not agree to these terms, please do not use our services.
Definitions: a. "Client" or "you" refers to the individual or entity accessing or using Harvv's services. b. "Seller" refers to the party receiving payment for goods or services through Harvv's factoring services. c. "Buyer" refers to the party obligated to make payment for goods or services to the Seller. d. "Factoring" refers to the financial transaction in which Harvv purchases the Seller's accounts receivable at a discount, providing immediate cash flow to the Seller. e. "Recourse Factoring" refers to a type of factoring where the Client remains responsible for unpaid invoices. f. "Non-Recourse Factoring" refers to a type of factoring where Harvv assumes the risk of non-payment by the Buyer, subject to certain conditions and limitations.
Contact Information If you have any questions about these TOS or our services, please contact us at b2b@harvv.com or at our main business address: Harvv, Inc., 2451 W Grapevine Circle, Suite 565, Grapevine, TX 75028.
1. Acceptance of TermsBy creating an account, accessing, or using Harvv, you agree to be bound by these TOS, our Privacy Policy, and any additional terms specific to the services you use. If you do not agree with any part of these terms, you must not use our services.
2. Description of ServicesHarvv provides accounts receivable automation by facilitating payment methods through our partners and offering net terms, where we front the "Seller" the cash, and the "Buyer" can pay us back over time.
3. Recourse and Non-Recourse FactoringHarvv offers both recourse and non-recourse factoring options. In recourse factoring, the Client remains responsible for any unpaid invoices, and Harvv reserves the right to seek payment from the Client if the debtor fails to pay. In non-recourse factoring, Harvv assumes the risk of non-payment by the debtor, subject to certain conditions and limitations. The specific terms and conditions for each type of factoring will be outlined in separate agreements provided by Harvv. Clients are responsible for understanding the risks and obligations associated with each type of factoring before entering into an agreement with Harvv.
4. Liability for Deposits and Unshipped ItemsIf a line item is a deposit, it is considered "Shipped," and the Buyer is responsible for repayment. If the Seller materially breaches their contract or PO delivery date by at least 30 days, the Seller must pay Harvv, and we will reimburse the Buyer.
For unshipped items (excluding deposit line items), late payment fees are the Buyer's responsibility. However, the Seller is liable for the initial repayment amount until the item is shipped. If the contract is materially breached or more than 30 days late, the Seller must repay Harvv, which may be done via autodraft or deduction from payouts.
A rollover of terms can only be approved at the sole discretion of Harvv and must be requested on or before the due date.
5. EligibilityWhile we do not have specific age restrictions, Harvv primarily targets businesses and individuals aged 18 and above.
6. Account Creation and Information CollectionTo use Harvv, you must create an account. During the account creation process, we collect various information, including names, emails, phone numbers, financial and banking data, EIN, addresses, and accounting, payment, and inventory data through uploads or API connections to third-party services such as QuickBooks, Stripe, Plaid, and others.
7. Fees and Payment TermsHarvv charges a monthly or annual SaaS fee, depending on your chosen plan, and a variable amount disclosed at the time of each transaction. SaaS fees are charged on the same date each month or year, based on your billing cycle. Transaction fees will be further specified in separate documents provided by Harvv. By using our services, you agree to pay all applicable fees, including any taxes or additional charges that may apply. Harvv reserves the right to change our pricing and fees at any time, with notice provided through our website or other communication channels. Any changes to pricing will take effect at the start of the next billing cycle. You are responsible for regularly reviewing our pricing information and ensuring your payment information remains up to date. Harvv charges a factoring fee based on a percentage of the face value of the invoice, which is determined by the specific terms of the factoring agreement. Additional fees may apply in certain circumstances, such as for expedited funding, wire transfers, or if the client fails to meet their obligations under the agreement. Any such additional fees will be clearly communicated to the client in advance. With other payment and value added services, Client agrees to pay the on screen amount for such services.
8. Tax Reporting RequirementsHarvv will comply with all applicable tax reporting requirements, including issuing Form 1099-C for discharges of indebtedness as required by the Internal Revenue Service (IRS). The Client agrees to provide Harvv with accurate and timely information necessary for Harvv to meet its tax reporting obligations. In the event that Harvv incurs any penalties or damages due to the Client's failure to provide accurate or timely information, the Client shall indemnify Harvv for such penalties or damages.
9. Refunds and CancellationsHarvv does not offer automatic refunds. If you cancel your account, you are responsible for paying any remaining fees for the current billing cycle. Refund requests will be evaluated on a case-by-case basis at our sole discretion.
10. Payment Processing AgreementHarvv uses Rainforest for payment processing. By creating an account and using our payment processing services, you agree to the terms outlined in our Payment Processing Agreement, which can be reviewed and accepted during the onboarding process via Rainforest. The Payment Processing Agreement is incorporated by reference into these Terms of Service. For more details, please refer to the Payment Processing Agreement. Each merchant can find copy of their specific agreement in the Harvv Portal.
11. Prohibited Activities & Use CasesYou agree not to use Harvv for any illegal activities or activities prohibited by law or our partners, including but not limited to transactions involving cannabis, firearms, or any other activities deemed high-risk or prohibited by Harvv. We reserve the right to refuse service to any business or individual at our sole discretion.
12. Legitimate Business PurposesThe Client acknowledges and agrees that the factoring arrangements entered into with Harvv are for legitimate business purposes and are not intended to evade or avoid income tax. Harvv reserves the right to terminate any factoring arrangement if it determines, in its sole discretion, that the arrangement is being used for tax evasion or avoidance purposes. In such event, the Client shall indemnify Harvv for any losses, damages, or costs incurred by Harvv as a result of the Client's use of the factoring arrangement for improper purposes.
13. Cross-Border Factoring TransactionsIn the event that Harvv engages in cross-border factoring transactions with the Client, the parties acknowledge that Harvv's activities may generate income from a trade or business within the United States. Harvv agrees to comply with all relevant tax laws and regulations, including but not limited to, filing appropriate tax returns, paying applicable taxes, and maintaining necessary records. The Client agrees to cooperate with Harvv in providing any required information or documentation to support Harvv's compliance with cross-border tax obligations. For international transactions, clients should be aware of potential currency exchange risks, compliance with international trade laws, and additional tax implications. Harvv will work with clients to ensure compliance with relevant regulations, but clients are ultimately responsible for understanding and complying with the laws and regulations applicable to their business.
14. ConfidentialityBoth Harvv and its Clients agree to maintain the confidentiality of any sensitive information shared between the parties, including but not limited to financial data, business practices, and proprietary information. Neither party shall disclose such information to third parties without the prior written consent of the other party, except as required by law or court order. Harvv is committed to protecting the confidentiality and security of client data in accordance with applicable data protection laws, such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Harvv will implement appropriate technical and organizational measures to ensure the security of client data and will notify clients in the event of a data breach. This obligation of confidentiality shall survive the termination of the business relationship between Harvv and its Clients.
15. Intellectual PropertyAll intellectual property rights related to Harvv, including trademarks, copyrights, and patents, are the property of Harvv, Inc. You agree not to use, copy, or distribute any of our intellectual property without our prior written consent.
16. Logo Usage and Client ListingsBy creating an account and accessing Harvv's portal, the Client grants Harvv a non-exclusive, royalty-free, worldwide license to display the Client's logo, name, and status as a client of Harvv on Harvv's website, within its portal, and in promotional materials, for the purpose of identifying the Client as a client and enabling participation in Harvv's online marketplace. The Client represents and warrants that it has the necessary rights to grant this license to its logo and name. Harvv shall use the Client's logo and name in accordance with any applicable brand guidelines provided by the Client. The license granted in this section shall remain in effect for the duration of the Client's use of Harvv's services, and shall automatically terminate upon the termination of this Agreement or the Client's account with Harvv. Harvv reserves the right to remove or refuse to display any Client logo or name at its sole discretion.
17. User ResponsibilitiesYou are responsible for maintaining the accuracy of the information provided to Harvv and for keeping your account credentials secure. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Clients are required to provide accurate and timely information to Harvv, including details about their invoices, debtors, and any changes to their business that may affect the factoring arrangement. Failure to provide accurate information or to notify Harvv of relevant changes may result in additional fees or termination of the factoring agreement.
18. Audit RightsHarvv reserves the right to audit its Clients' financial records and business practices to ensure compliance with these TOS and to detect potential fraud. Clients agree to cooperate fully with any such audit and to provide Harvv with access to all relevant records and information. Harvv will provide reasonable notice before conducting an audit and will use commercially reasonable efforts to minimize any disruption to the Client's business. If an audit reveals any material breach of these TOS or fraudulent activities, Harvv reserves the right to terminate the business relationship immediately and take appropriate legal action.
19. User-Generated ContentBy submitting or uploading any content to Harvv, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with our services.
20. Data SecurityHarvv takes reasonable measures to protect user data and maintain the security of our services. However, no method of transmission over the internet or electronic storage is 100% secure. You are responsible for implementing appropriate security measures to protect your own data and systems.
21. Third-Party ServicesHarvv integrates with various third-party services, including but not limited to Apollo.io, Plaid, Stripe, OatFi.com, Google, Customer.io, Amplitude, FullStory.com, Slack, Microsoft products, QuickBooks, Customer.io, Oat Financial, Payabli, and Oodo. Your use of these services is subject to their respective terms and privacy policies. s. By using these integrations, clients authorize Harvv to access and share relevant data with these third-party services. Harvv is not responsible for any actions, errors, or data breaches caused by these third-party services, and clients should review the terms of service and privacy policies of these services before using them.
22. Force MajeureHarvv shall not be liable for any failure or delay in performance under these TOS due to events beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, government actions, strikes, or other labor disputes, internet or communication failures, or power outages. In the event of a force majeure, Harvv will make reasonable efforts to resume performance as soon as possible.
23. Debtor Bankruptcy or InsolvencyIn the event that a debtor becomes bankrupt or insolvent, Harvv retains the right to pursue collection of the factored invoices to the fullest extent permitted by law. The Client agrees to cooperate fully with Harvv in providing any necessary documentation or information to support Harvv's claims in the debtor's bankruptcy or insolvency proceedings. Harvv will be entitled to retain any funds recovered from the debtor's estate up to the amount of the factored invoices plus any associated fees and costs. Any excess funds recovered will be remitted to the Client.
24. Acceptance or Denial of Transferred Accounts ReceivableUpon receipt of the Client's request to factor specific accounts receivable, Harvv will promptly review the request and notify the Client of its acceptance or denial within 30 days. Harvv reserves the right to deny any accounts receivable for factoring at its sole discretion, based on its assessment of the debtor's creditworthiness and other relevant factors. If Harvv denies an account receivable, Harvv will notify the Seller.
25. Factoring Fees and Arm's Length PrincipleHarvv's factoring fees are determined based on the arm's length principle, taking into account the specific services provided, risks assumed, and prevailing market rates for similar factoring transactions. Harvv's fees may include, but are not limited to, a discount rate, advanced payment, deposits, advanced rates applied to payouts, administrative fees, and other charges as specified in the Fee Schedule provided to the Client. By agreeing to these Terms of Service, the Client acknowledges that Harvv's fees are reasonable and consistent with the arm's length principle. Harvv reserves the right to periodically review and adjust its fees to ensure ongoing compliance with the arm's length principle and to reflect changes in market conditions.
26. ConfidentialityBoth Harvv and its Clients agree to maintain the confidentiality of any sensitive information shared between the parties, including but not limited to financial data, business practices, and proprietary information. Neither party shall disclose such information to third parties without the prior written consent of the other party, except as required by law or court order. This obligation of confidentiality shall survive the termination of the business relationship between Harvv and its Clients.
27. Data Collection and UsageWe collect and store data submitted to us, including data obtained through third-party integrations. By using Harvv, you grant us the right to use this data at our sole discretion, subject to applicable laws and our Privacy Policy.
28. Service Level AgreementHarvv strives to maintain a high level of service availability, with a target of 95% uptime. However, we do not guarantee uninterrupted access to our services. Scheduled maintenance, system upgrades, and unforeseen circumstances may result in service interruptions. We reserve the right to modify, suspend, or discontinue any part of our services at any time without prior notice. In the event of significant downtime or service interruptions, Harvv will make reasonable efforts to notify users and restore services as quickly as possible.
29. Risk DisclosureClients should be aware that factoring, particularly recourse factoring, involves certain risks. In recourse factoring arrangements, if a debtor fails to pay an invoice, the client may be responsible for reimbursing Harvv for the advanced funds. Clients should carefully consider their financial position and the creditworthiness of their debtors before entering into a factoring agreement.
30. Data RetentionHarvv retains user data indefinitely, subject to our data retention policies and applicable laws. We reserve the right to use, process, and analyze this data for our business purposes, including but not limited to improving our services, developing new features, and generating insights and analytics.
31. General GMV Requirements for Financing EligibilityTo qualify for net terms offering in invoices through Harvv, Clients are required to route 100% of their Gross Merchandise Volume (GMV) through Harvv's platform. This GMV requirement ensures that all transactions, factoring, and payment services are processed through Harvv, enabling us to provide the best possible financing terms to our Clients.
1. Initial Eligibility: Clients must route 100% of their GMV through Harvv to become eligible for net terms invoicing.
2. Ongoing Eligibility: To maintain eligibility for net terms, Clients must route a minimum of 80% of their GMV through Harvv on an ongoing basis.
3. Impact of GMV Decrease: A decrease in GMV routed through Harvv below the required threshold may result in changes to pricing, including the potential for increased financing fees. Harvv reserves the right to adjust financing terms and fees if it becomes apparent that the required GMV is not being met by the Client.
4. Client-Specific Minimums: Harvv may assign different GMV percentage requirements for specific Clients based on individualized agreements. Unless a separate agreement is in place, the 100% initial and 80% ongoing GMV thresholds apply to all Clients.
Failure to meet these GMV thresholds may result in the suspension or termination of net terms offering and an adjustment of fees, at Harvv’s sole discretion. Harvv will notify Clients of any changes to their eligibility or financing terms based on GMV performance.
32. Disclaimers and Limitation of LiabilityHarvv provides its services on an "as-is" and "as-available" basis, without any warranties, express or implied. In no event shall Harvv be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of our services.
33. IndemnificationYou agree to indemnify, defend, and hold harmless Harvv and its affiliates, officers, agents, and employees from any claims, damages, liabilities, costs, and expenses arising out of your use of our services or violation of these TOS.
34. TerminationHarvv reserves the right to suspend or terminate your account and access to our services at any time, for any reason, without prior notice. Upon termination, you remain responsible for any outstanding fees or obligations.
35. AssignabilityClients may not assign their rights or obligations under these TOS to any third party without the prior written consent of Harvv. Harvv reserves the right to assign its rights and obligations under these TOS to a third party in connection with a merger, acquisition, or sale of assets, provided that the assignee agrees to be bound by the terms of these TOS.
36. Governing Law and Dispute ResolutionThese TOS shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. In the event of any dispute arising out of or relating to these TOS, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the parties are unable to resolve the dispute through negotiation, they agree to participate in mediation before a mutually agreed-upon mediator. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. Any legal action or proceeding arising out of or relating to these TOS shall be brought exclusively in the courts located in Denton County, Texas.
Each party shall be responsible for its own legal fees and costs incurred in connection with any dispute, regardless of the outcome. In no event shall QisstPay's liability to any Client exceed the total gross profit margin earned by QisstPay from transactions with that Client during the six (6) months immediately preceding the transaction giving rise to the dispute.
37. Compliance with Factoring RegulationsBoth Harvv and its Clients agree to comply with all applicable state and federal laws and regulations related to factoring, including but not limited to the Uniform Commercial Code (UCC) and the Federal Assignment of Claims Act. Clients are responsible for ensuring that their factoring agreements and practices are in compliance with these regulations. Harvv reserves the right to terminate the business relationship with any Client found to be in violation of applicable factoring regulations.
38. Modifications to TermsHarvv reserves the right to modify these Terms of Service at any time. Clients will be notified of any changes via email or through a notice on the Harvv website at least 30 days prior to the effective date of the changes. Clients are responsible for regularly reviewing the Terms of Service. Continued use of Harvv's services after the effective date of any changes constitutes acceptance of the modified terms. If a client does not agree to the modified terms, they must stop using Harvv's services and terminate their factoring agreement.
39. Consequences of TerminationUpon termination of your Harvv account, we will retain your data in accordance with our data retention policies and applicable laws. We reserve the right to delete your data after a reasonable period following termination, except where prohibited by law.
40. Fraud PreventionHarvv takes fraud prevention seriously and reserves the right to investigate any suspected fraudulent activities. Clients agree not to engage in any fraudulent practices, including but not limited to submitting false or misleading information, engaging in money laundering, or participating in any other illegal activities. If Harvv determines that a Client has engaged in fraudulent activities, it reserves the right to terminate the business relationship immediately and take appropriate legal action
41. Geographical RestrictionsHarvv's services may not be available in all jurisdictions. You are responsible for ensuring that your use of our services complies with the laws and regulations of your jurisdiction.
42. LanguageThese TOS are written in English, which shall be the legally binding language. Any translations of these TOS are provided for convenience only and shall not be considered in the interpretation or application of these terms.
43. Contact InformationIf you have any questions about these TOS or our services, please contact us at B2B@Harvv.com or at our main business address: Harvv, Inc., 2451 W Grapevine Circle, Suite 565, Grapevine, TX 75028.
By using Harvv, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.