Terms of Service

Olina Platform Agreement
Last Updated: [04/16/25]

This Terms of Service Agreement ("Agreement") is entered into between Olina, Corp. ("Olina" or "Factor"), a Delaware C-Corporation, and the Client Company ("Buyer"), governing the use of Olina's marketing spend reverse factoring services.

Olina partners with Stripe Payments Company for money transmission services and account services with funds held at Fifth Third Bank, N.A., Member FDIC. Olina payment cards are issued by Celtic Bank, pursuant to a license from Visa U.S.A. Inc.

By using Olina's services, you acknowledge and agree to the following agreements, as applicable: the Stripe Connected Account Agreement, the Stripe Issuing Accountholder Terms, and the applicable Issuing Bank Terms for Celtic Bank. These agreements govern the financial services provided through Stripe and its banking partners. Olina’s services involve the purchase of Buyer’s accounts receivable associated with approved Supplier invoices that Olina pays. The Services are commercial in nature and do not constitute a consumer loan. Repayment terms are structured as agreed upon at the time of transaction.

1. DEFINITIONS

1.1 Receivables –  (Purchased Receivables) –  For each Supplier invoice that Olina pays on Buyer’s behalf (each, a “Transaction”), Buyer hereby sells, assigns, and transfers to Olina, as a true, absolute, and irrevocable sale (and not as security for any financing), an undivided ownership interest in Buyer’s rights to payment from its customers and other revenue sources (including “accounts” and “payment intangibles”) that are identified for that Transaction in the dashboard or applicable transaction record. The amount of Receivables sold for each Transaction shall be equal to the “Collection Amount” stated for that Transaction (the “Purchased Receivables”), together with all Collections, proceeds, and supporting obligations related thereto. For example, if Olina funds a marketing channel on Buyer’s behalf, the Purchased Receivables may include the portion of Buyer’s future revenues, sales, or customer receipts that are attributable, in whole or in part, to that channel or the business activity it generates.

The parties intend this Agreement to effect a present sale of both existing and after-acquired Receivables that automatically attaches as each such Receivable arises and continues only until Olina has received Collections equal to the Collection Amount for that Transaction. Upon receipt of the full Collection Amount, Olina’s ownership interest in the related Receivables shall automatically terminate and revert to Buyer.

1.2 Suppliers – Entities providing goods or services integral to the Buyer's operations, including but not limited to marketing and advertising platforms such as Google LLC ("Google") and Meta Platforms, Inc. ("Meta").

1.3 Invoice – An invoice issued by a Supplier for services rendered to the Buyer.

1.4 Repayment Terms – The negotiated schedule and conditions for the Buyer to repay Olina.

1.5 Restricted Funds – Funds advanced by Olina to fulfill specific supplier invoices, which are exclusively allocated for approved advertising expenses.

1.6 Payment Direction Account – the Olina-designated account to which all payments under this Agreement must be made.

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1.7 Buyer-attributable funds - funds belonging to or payable to Buyer (e.g., commerce platform payouts, vendor refunds and credits) and not Olina’s prefunded capital.

2. SCOPE OF SERVICES

2.1 Factoring Services – Olina provides invoice reverse factoring, ensuring that Buyers can finance their expenses efficiently.

2.1.0 Regulatory Change Clause
Regulatory Compliance Changes. Changes in applicable law, card-network rules, or partner-bank requirements may necessitate modifications to the Services or this Agreement. Olina will provide reasonable notice of any material compliance-related change affecting Buyer’s use of the Services.

2.2 Account Requirement – Buyers must open an Olina account to access services, subject to KYC verification via Stripe. Buyer agrees that it will use the Services for bona fide commercial purposes only and not for personal, family or household use. Buyer (and its Beneficial Owners and Control Persons) affirm that it is not subject to U.S. sanctions, and Buyer will not use the Services for any transaction involving any person or jurisdiction on OFAC or other applicable sanctions lists.

All Olina accounts are subject to Know Your Customer (KYC) verification conducted through Stripe and its banking partners, including Fifth Third Bank and Celtic Bank. Additional identity and business verification may be required at any time. Approval for account activation and continued use of Olina's services is solely at the discretion of Olina, Stripe, and its bank partners. Failure to provide requested information may result in service denial, account suspension, or termination.

Buyer acknowledges that Olina maintains BSA/AML policies and may be required to report suspicious activities to FinCEN. Buyer agrees to provide information reasonably requested by Olina for BSA/AML compliance purposes and acknowledges that Olina may suspend or terminate services based on BSA/AML concerns.

2.3 Verification – Buyers must integrate Google and Meta ad accounts for tracking and repayment compliance.

2.4 International Payments – Olina does not support international payments.

2.5 Business Eligibility – Buyers must be U.S.-registered businesses to qualify for Olina's services.

2.6 Application Denial – If an application is denied, the Buyer will be notified via written communication.

2.7 Reverification – Olina may or may not require customers to reverify their accounts at its discretion.

2.8 Consent to E-Signature and Electronic Communications - By clicking to accept this Agreement or otherwise using the Services, Buyer agrees this constitutes its electronic signature. Buyer consents to receive Notices, statements, and disclosures electronically via the dashboard and email. Buyer may withdraw consent only by terminating the Services and paying all amounts due.

2.9 Prohibited Activities; Use Restrictions - Buyer will not use the Services for any Prohibited Activities published by Olina (as updated from time to time) or for any illegal purpose. Olina may suspend or terminate immediately upon suspected noncompliance.

3. OBLIGATIONS OF THE PARTIES

3.1 Obligations of Olina
(a) Olina agrees to pay the Supplier's invoices on behalf of the Buyer, subject to the terms of this Agreement.
(b) Upon Olina’s payment of an approved Supplier invoice for a Transaction (the “Funding Time”), the Purchased Receivable for that Transaction is automatically created and, from the Funding Time, is owned by Olina as a true sale, free and clear of liens (other than those created by this Agreement), and remains so until Olina has received Collections equal to the Collection Amount for that Transaction. 

(c) Olina ensures that all funds advanced are used exclusively for Supplier payments by employing restricted payment mechanisms, including but not limited to locked debit cards and direct bank payments.
(d) Olina may facilitate payments through methods such as locked debit cards, which are restricted to pre-approved suppliers, direct payments to Suppliers, or any other method per Olina’s discretion.

3.2 Obligations of the Buyer
(a) Buyer acknowledges that, upon Olina’s payment of any approved Supplier invoice, the related Receivable is sold and assigned to Olina. Buyer will pay Olina in accordance with the Repayment Terms, and Buyer may not assert setoff, reduction, or defenses against Olina based on Supplier disputes (to the maximum extent permitted by law). (b) The Buyer must adhere to the Repayment Terms agreed upon in advance, including any pre-negotiated payment structure.
(c) Funds advanced by Olina are restricted to intended reverse factoring invoices and cannot be used for any other purpose.
(d) Buyer must maintain continuous, accurate connectivity of its commerce and advertising platforms (e.g., Shopify, Meta, Google) and linked bank accounts. Disconnection, data obfuscation, or material inaccuracy constitutes an Event of Default.
(e) Olina reserves the right to suspend or terminate services if the Buyer revokes access to required revenue tracking systems, fails to maintain compliance with verification requirements, or if Olina determines that the Buyer’s business performance poses an increased financial risk.

3.3 Account Management & Security
(a) Buyers may designate administrators to manage their Olina accounts.
(b) Buyers must protect their accounts, ensuring usernames and passwords are not shared.
(c) If fraud is suspected, Olina will pause account services and begin an investigation. In the event of suspected fraud, Olina reserves the right to immediately reverse transactions, suspend accounts, and pursue collection without prior notice
(d) Olina may freeze, suspend, or deny service on commercially reasonable grounds

(e) Card Security; Responsibility for Charges. Buyer is responsible for safeguarding all cards, card numbers, security codes, account logins, API keys, and other credentials used to access or initiate transactions through the Services (“Access Credentials”), and for limiting their use to authorized personnel. Buyer must promptly notify Olina if any Access Credentials or card information are lost, stolen, compromised, or if Buyer suspects any unauthorized use. Olina may suspend or disable affected cards or accounts upon receiving such notice. To the maximum extent permitted by applicable law, as between Buyer and Olina, Buyer is responsible and liable for all transactions initiated through the Services or using any Access Credentials issued to Buyer or its users, including those resulting from the loss, theft, or compromise of Access Credentials or cards, until Buyer has provided notice to Olina as described above. Any use of the Services or Access Credentials by Buyer’s employees, contractors, or other agents will be deemed authorized by Buyer.

3.4 Payment Authorizations (strong ACH/sweep)
Buyer authorizes Olina and its appointed or successor servicer (including any backup servicer), and their respective processors to:
(a) debit Buyer’s designated external business bank account(s) via ACH for any amounts then due and payable;
(b) set off against amounts otherwise payable or refundable to Buyer under the Services, and sweep any Buyer-attributable funds (including commerce payouts, vendor refunds, and credits) then held in any Olina-controlled account, in each case only to the extent of amounts then due (or, after acceleration, the accelerated balance); and
(c) correct processing errors by debit/credit adjustments limited to the amount of the error within 5 business days after notice.

3.5 Data Security & Incident Notification.
(a) Each party will maintain reasonable administrative, technical, and physical safeguards to protect confidential information and personal data processed in connection with the Services.
(b) If a security incident materially affecting Buyer data processed by Olina occurs, Olina will notify Buyer without undue delay and in all cases within five (5) business days after confirmation, and will reasonably cooperate regarding investigation and remediation, subject to legal and regulatory constraints.

4. PAYMENT TERMS & COLLECTIONS

4.1 Ownership; Payment Direction; No Setoff
Upon Olina’s payment of an invoice, Olina owns the associated Receivable. All amounts are payable solely to the Payment Direction Account designated by Olina. Buyer’s obligations to Olina are independent of Buyer’s relationship with any Supplier and are not subject to setoff, reduction, or defense based on any Supplier dispute.

4.2 Purchase Decisions
Olina shall pay invoices issued by Suppliers to the Buyer on a recurring basis. Olina reserves the right to decline or delay the purchase of Receivables or payment of Supplier charges if it determines, in its sole discretion, that the Buyer’s business performance, revenue trajectory, or financial condition has materially changed in a way that increases the risk of non-repayment. Olina is not obligated to provide notice before declining to purchase Receivables.

4.3 Repayment Methods
Buyers must repay through:
Direct bank debits
Manual payments
Custom logic-based payments as configured by the Buyer

For clarity, nothing in this Section 4.3 limits, conditions, or delays Olina’s rights under Section 3.4(b), including any sweep, payment-direction, setoff, or ACH debit of Buyer-attributable funds. In the event of any conflict, Section 3.4(b) controls.

4.4 Fee Disclosures
Olina charges a transparent platform fee, which is disclosed at the time of sign-up and prominently displayed on the Olina website. This recurring fixed fee encompasses all costs associated with Olina's services, and Buyers will not incur additional per-transaction fees, hidden charges, or marginal costs based on platform usage. The platform fee structure varies by tier, with different levels designed to align with Buyers' business needs and factoring spend requirements. The platform fee is the sole fee to Olina applicable, except for product-specific fees (such as Pay-by-Bank transaction fees) disclosed to Buyer at the time the applicable product is enabled or used.

4.5 Dispute Resolution
If the Buyer has a complaint or seeks to dispute a transaction, the Buyer must notify Olina promptly upon becoming aware of the issue. Formal complaints and disputes should be submitted via email to help@tryolina.com. While email is the primary channel for dispute resolution, Olina also accepts dispute notifications through alternative methods, including phone, mail, or the Olina dashboard—particularly in instances involving suspected unauthorized use. The Olina dashboard is generally intended for customer support and general inquiries but may also be used to report unauthorized transactions or submit account-related concerns.

4.6 Money Transmission Receipts
All payments and transactions processed through Olina generate a Stripe-compliant money transmission receipt. Buyers may access these receipts through their Olina account dashboard. These receipts are issued in partnership with Fifth Third Bank and Celtic Bank, ensuring compliance with applicable financial regulations.

4.7 Events of Default.
(a) failure to pay any amount when due;
(b) breach of the Connectivity Covenant or withdrawal of required bank/data connections;
(c) material misrepresentation or breach of this Agreement;
(d) fraud, suspicious or illegal activity;
(e) bankruptcy, insolvency, assignment for the benefit of creditors, receivership; or
(f) a material adverse change reasonably expected to impair Buyer’s performance.

4.8 Remedies on Default.
Upon any Event of Default, Olina may, without notice:
(i) suspend Supplier payments and card usage;
(ii) increase Buyer’s deduction percentage up to the maximum permitted;
(iii) debit Buyer’s authorized external business bank accounts, set off against amounts otherwise payable or refundable to Buyer under the Services, and sweep any Buyer-attributable funds (including commerce platform payouts, vendor refunds, and credits) then held in an Olina-controlled account, in each case only to the extent of amounts then due (or, after acceleration, the accelerated balance);
(iv) accelerate all amounts, which become immediately due and payable;
(v) enforce collection of Receivables and exercise Olina’s contractual rights of setoff and recoupment; and
(vi) recover reasonable collection costs and attorneys’ fees.
All remedies are cumulative and may be exercised in any order.

4.9 Overpayment & Adjustments
If a Buyer overpays, Olina will refund the overage amount. Olina reserves the right to reverse or adjust previously purchased Receivables in cases of:
Fraud or material misrepresentation
System errors
Significant changes in the Buyer's financial condition that materially impact its ability to generate revenue
If a purchase is reversed, Olina will notify the Buyer, and any outstanding obligations related to the reversed Receivables must be settled immediately. Buyer’s obligations to Olina are independent of Buyer’s relationship with any Supplier and are not subject to setoff, reduction, or defense based on disputes with any Supplier.

4.10 Record Notices. Olina may, where permitted by law, record notices reflecting the payment-direction and setoff arrangements described in this Agreement. Such notices do not create any security interest beyond the rights expressly granted herein.

5. TERMINATION & DISPUTE RESOLUTION

5.1 Default & Collection Costs
If Buyer fails to pay any outstanding amounts, Olina reserves the right to demand immediate full repayment, including all remaining balances. Buyer shall be responsible for any reasonable costs associated with collections, including but not limited to legal fees, collection agency costs, and court expenses.

5.2 Buyer Termination:
Buyers may terminate their account at any time, but must pay all outstanding balances immediately before doing so, or repayment will occur automatically in accordance with the agreed-upon repayment methods.

5.3 Olina Termination Rights:
Olina reserves the right to terminate accounts immediately.

5.4 Confidentiality Clause:
Any arbitration proceedings under this Agreement shall remain confidential. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

5.5 Arbitration; Class Action Waiver
Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by JAMS (or, if JAMS is unavailable, the AAA) under its Comprehensive (or AAA Commercial) Rules by a single arbitrator seated in Delaware, applying Delaware law and the Federal Arbitration Act. Either party may seek temporary injunctive relief in court to prevent imminent irreparable harm. Class, collective, representative, and mass actions are waived. The award is final and may be entered in any court of competent jurisdiction. Proceedings and awards are confidential to the extent permitted by applicable rules and law.

6. LIABILITY & INDEMNIFICATION

6.1 Liability Cap
Olina’s liability shall not exceed the total service fees paid by the Buyer in the six (6) months preceding the claim.

7. MODIFICATIONS TO TERMS

7.1 Agreement to Changes
Continued use of Olina services implies agreement to updated terms.

7.2 Notification of Changes
Updates will be communicated via email or dashboard notifications.

7.3 Changes to Services/Terms. We may modify Services or these terms. For any change that materially reduces your rights or increases your responsibilities, we will provide at least 30 days’ prior notice. Continued use after the effective date constitutes acceptance.

8. INTELLECTUAL PROPERTY & OWNERSHIP

8.1 Ownership
Olina retains ownership of all intellectual property, platform content, and technology.

8.2 Customer Logos & Testimonials
Olina reserves the right to display customer logos and testimonials.

9. THIRD-PARTY SERVICES & INTEGRATIONS

9.1 Third-Party Failures
Customers are not responsible for third-party service failures.

9.2 Olina's Disclaimer
Olina provides integrations with third-party services, including but not limited to Stripe, Google, and Meta. Olina is not responsible for errors, delays, or service disruptions caused by these third-party providers. Olina expressly disclaims any liability for financial losses, missed opportunities, or damages resulting from the failure, interruption, or inaccuracy of third-party services. Buyers acknowledge that reliance on these integrations is at their own risk.

9.3 Compliance with Legal Process
We may disclose information, hold funds, restrict access, suspend the account, or take other actions we deem necessary to comply with subpoenas, levies, garnishments, or other legal process.

10. Assignment

10.1 Assignment. Buyer may not assign without Olina’s consent. Olina may assign, pledge, sell, or participate its rights to payment and related rights under any purchased Receivables without notice to Buyer. This Agreement binds and benefits permitted successors and assigns.

10.2 Severability If any provision is held unenforceable, the remainder remains in full force, and the unenforceable term will be modified to the minimum extent necessary to achieve the parties’ intent.