Terms of Use
Effective Date: January 25, 2006
These Merchant Terms of Use (“Agreement”) constitute a legally binding agreement between you (“Merchant,” “you,” or “your”) and Process One, LLC, d/b/a Cotillo (“Cotillo,” “we,” or “us”) governing your access to and use of the Cotillo platform and services (the “Platform”). By accessing or using the Platform, you agree to be bound by this Agreement.
1. Eligibility and Authorization
You represent and warrant that you have full legal authority to enter into this Agreement and bind the business entity you represent. The Platform is intended solely for use by businesses located in the United States.
2. Description of Services
Cotillo provides AR automation tools for subcontractors, including project tracking, invoicing, billing plans, retainage tracking, payment request functionality, and CRM integration. Cotillo is not an accounting service, tax advisor, legal advisor, or financial institution.
3. Payment Processing Agreement
In addition to its core services offering, the Platform offers embedded payments processing services, which includes credit card, debit card, ACH, and other payment processing services, as may be offered from time to time (collectively, the “Processing Services”).You are the Merchant for all payment transactions initiated through the Platform. Cotillo does not accept, hold, or disburse funds on your behalf. By using the Processing Services, Merchant agrees to the Processing Terms and Conditions available at https://legal.rainforestpay.com/processingterms, which may be amended at any time on notice.Related to the Processing Services, Platform will charge Merchant according to the fees listed below (“Processing Fees”). All Processing Fees payable under this agreement are exclusive of taxes.
Processing Fees
Fee Type and Amount:
Card Transaction Volume Fee 3.00%
ACH Transaction Volume Fee 0.50%
Card and ACH Per Item Transaction Fee $0.30
Card and ACH Refund Per Item Fee $0.30
Chargeback, ACH Return, and Dispute Fee $25.00
Account Updater (Per Card Updated) $0.50
Deposit Fee $0.50
4. Subscription and Fees
Access to the Platform may require a monthly or annual subscription. All fees are non-refundable. Cotillo may suspend or terminate access for failure to pay or violation of this Agreement.
5. Merchant Responsibilities and Compliance
You are solely responsible for: - (a) the accuracy and legality of your invoices, estimates, retainage calculations, and billing plans; - (b) compliance with all applicable laws, regulations, and contractual obligations, including tax laws and construction retainage requirements; - (c) ensuring proper integration and synchronization with any third-party software, including accounting or ERP platforms; - (d) securing appropriate authorizations from your customers for payment collection.
6. Accounting and ERP Integrations
The Platform may include optional synchronization with third-party accounting or ERP software. You are solely responsible for verifying the accuracy of all data synchronized between the Platform and any external systems. Cotillo disclaims liability for discrepancies, duplication, or errors resulting from such integrations.
7. Automated Emails and Notifications
The Platform may send system-generated emails or alerts on your behalf (e.g., invoice reminders, payment links). You authorize Cotillo to deliver such messages and represent that you have obtained all necessary permissions from recipients. Cotillo disclaims responsibility for any missed reminders, delays, or consequences arising from such communications.
8. CRM and Data Usage
Cotillo provides a CRM module to store customer and contact information. You retain ownership of your data. Cotillo does not sell or share CRM data but may use anonymized usage data to improve services. You are solely responsible for complying with all applicable privacy laws.
9. Termination
Cotillo may suspend or terminate your access to the Platform at any time for breach of this Agreement, non-payment, or conduct that violates applicable law. Upon termination, you are responsible for retrieving your data. No refunds will be issued for unused subscription periods.
10. Disclaimers
Cotillo makes no representations or warranties regarding the accuracy, reliability, or legality of invoices, retainage plans, or tax calculations generated by the Platform. The Platform is provided “as is” without warranty of any kind. You assume all risk from use of the Platform.
11. Limitation of Liability
To the fullest extent permitted by law, Cotillo shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, arising out of or in connection with your use of the Platform. Cotillo total liability shall not exceed the amount paid by you to Cotillo in the three months preceding the claim.
12. Arbitration Agreement
Any dispute arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [Insert State], and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13. Miscellaneous
This Agreement constitutes the entire agreement between you and Cotillo. If any provision is held unenforceable, the remaining provisions will remain in effect. This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State]. Cotillo may update this Agreement at any time. Your continued use of the Platform after changes constitutes acceptance.