Last Updated: [3/6/25]
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 accounts receivable from the Buyer and do not constitute a loan or credit facility. Repayment terms are structured as agreed upon at the time of transaction.
1. DEFINITIONS
1.1 Receivables – The accounts receivable owed to Olina by the Buyer resulting from Olina's payment of supplier invoices. Ownership of the Receivables is transferred to Olina at the moment it pays the Supplier.
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.
2. SCOPE OF SERVICES
2.1 Factoring Services – Olina provides invoice reverse factoring, ensuring that Buyers can finance their advertising expenses efficiently.
2.2 Account Requirement – Buyers must open an Olina account to access services, subject to KYC verification via Stripe.
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.
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.
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 payment of the Supplier's invoices, Olina acquires full legal ownership of the Receivables, including the right to collect repayment from the Buyer.
- (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, or direct payments to Suppliers.
3.2 Obligations of the Buyer
- (a) The Buyer shall transfer ownership of the Receivables to Olina upon invoice payment.
- (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) The Buyer must provide timely access to revenue tracking systems for repayment monitoring.
- (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 reserves the right to freeze or deny service to any customer at any time.
4. PAYMENT TERMS & COLLECTIONS
4.1 Ownership of Receivables
Upon Olina's payment of an invoice, Buyer acknowledges that Olina assumes full and exclusive ownership of the receivables associated with that invoice. Buyer waives any rights to redirect or reclaim those receivables unless explicitly agreed in writing.
4.2 Invoice Payment
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 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
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 charge applicable unless otherwise agreed to in writing.
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 Setoff & Collections
Olina reserves the right to offset unpaid amounts from other accounts held by the Buyer.
4.8 Charge Disputes & Failed Payments
Olina will handle charge disputes and failed payments on a case-by-case basis.
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.
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.
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.
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.
