Terms of Use for Requesters and Payees

1. Acceptance of Terms

These Terms of Use (“Terms”) govern your access to and use of the Reimbi application at app.reimbi.com and related services (the “Services”) as a Requester or Payee. By creating an account, accessing, or using the Services — including to submit a reimbursement request or simply to receive a Payout — you agree to be bound by these Terms, Reimbi's Privacy Policy, and Reimbi's Cookie Policy (together, the “Reimbi Policies”), each of which is incorporated into these Terms by reference. If you do not agree to these Terms, do not access or use the Services.

These Terms are between you and Reimbi LLC, an Oregon limited liability company (“Reimbi,” “we,” “us,” or “our”). These Terms apply to your use of the Services as an individual, whether you are submitting reimbursement requests, receiving a Lump Sum Payout, or both. They are separate from, and do not modify, any agreement between Reimbi and the Customer that directed Reimbi to pay you.

2. Definitions

“Customer” means the company or organization that has engaged Reimbi to provide the Services and that has directed Reimbi to pay you through the platform (for example, a prospective employer, portfolio company, or event organizer). Approval of any Expense Report, and the amount of any resulting Payout, is determined solely by Customer, in Customer's sole discretion and in accordance with Customer's own reimbursement policies.

“Payee” means any individual designated by Customer to receive a Payout through the Services, including a Requester and any individual who receives a Lump Sum Payout. “You” and “your” refer to you in your capacity as a Payee, a Requester, or both, as applicable to the provision in question.

“Requester” means a Payee who submits an Expense Report through the Services requesting reimbursement from Customer.

“Expense Report” or “Reimbursement Request” means the information and supporting documentation a Requester submits through the Services describing an expense for which the Requester is requesting reimbursement from Customer.

“Payout” means any reimbursement or other payment that Customer has approved or directed and that Reimbi issues to a Payee through the Services, including a Lump Sum Payout.

“Paid” means a Payout is deemed successfully paid once Reimbi, its payment processor, or its originating depository financial institution has transmitted the Payout to the payment method and destination reflected in the Payment Information you provided, and the applicable payment network, financial institution, or processor has accepted the transaction without a rejection, return, or reversal attributable to invalid or inaccurate Payment Information.

“Lump Sum Payout” means a Payout that Customer directs Reimbi to issue to a Payee that is not tied to the submission or approval of an Expense Report — for example, a signing bonus, referral incentive, honorarium, or other one-time payment Customer elects to pay through the Services.

“Payment Information” means the bank account, PayPal, Venmo, mailing address, or other payment destination details you provide to receive a Payout.

3. Reimbi's Role; Description of the Service

Reimbi provides a software platform that allows Customer to collect, review, and pay reimbursements and other one-time payments to non-employees such as job candidates, board members, conference speakers, referral recipients, and contractors. Reimbi acts solely as a payment facilitator on Customer's behalf: Reimbi provides the platform through which Requesters submit Expense Reports and through which all Payees — including Requesters and recipients of a Lump Sum Payout — receive Payouts that Customer has approved or directed.

Not every Payee submits an Expense Report. If Customer directs Reimbi to issue you a Lump Sum Payout, you may be asked only to confirm your identity and provide Payment Information, without submitting an Expense Report; the provisions of these Terms that reference Expense Reports do not apply to you unless and until you submit one.

Reimbi is not your employer, and using the Services does not create an employment, agency, partnership, or joint venture relationship between you and Reimbi. Reimbi is not a party to, and has no responsibility for, the underlying interview, engagement, referral, or other business relationship between you and Customer that gave rise to the expense or the Lump Sum Payout.

4. Eligibility

The Services are intended for individuals age 18 and older. By using the Services, you represent that you meet this age requirement and that you have the legal capacity to enter into these Terms. If Reimbi learns that a Payee does not meet these requirements, Reimbi may suspend or terminate that Payee's access to the Services.

5. Your Account and Information

You agree to provide accurate, current, and complete information when creating an account and, if applicable, submitting an Expense Report, and to promptly update that information if it changes. You are responsible for maintaining the confidentiality of any credentials associated with your account and for all activity that occurs under your account. You agree to notify Reimbi promptly if you become aware of, or suspect, any unauthorized access to or use of your account. Reimbi may require you to verify your identity before processing any Payout, and may hold a Payout pending completion of that verification.

If you submit an Expense Report, you agree not to submit any Expense Report or supporting documentation that is false, altered, or misleading, or to request reimbursement for an expense you know is not eligible under Customer's policies. If you are receiving a Lump Sum Payout, you agree not to misrepresent your identity or eligibility to receive that Lump Sum Payout.

6. Customer's Approval and Authorization of Payouts

6.1 Approval and Authorization Authority Rests With Customer

Approval of any Expense Report, and the amount of any resulting Payout, is determined solely by Customer, in Customer's sole discretion and in accordance with Customer's own reimbursement policies. Likewise, whether to direct a Lump Sum Payout, to whom, and in what amount, is determined solely by Customer, in Customer's sole discretion. Reimbi does not review, verify, approve, deny, adjust, or otherwise determine the eligibility or amount of any reimbursement or Lump Sum Payout.

6.2 Reimbi's Limited Role

Reimbi's role is limited to operating the platform through which Requesters submit Expense Reports and through which Customer-approved or Customer-directed Payouts — including Lump Sum Payouts — are processed and issued. Reimbi has no visibility into, and assumes no responsibility for, Customer's internal approval criteria, eligibility determinations, or timeline for either an Expense Report or a Lump Sum Payout.

Reimbi may disclose your Expense Reports, supporting documentation, and related account information to Customer for purposes of processing and approving Payouts; Customer is responsible for handling that information under its own policies. Reimbi has no obligation to retain your Expense Reports or supporting documentation beyond its standard retention period, and you should keep your own copies of any documentation you submit.

6.3 Disputes About Approval or Authorization

If you have a question or dispute about whether an expense is eligible for reimbursement, whether you are eligible for a Lump Sum Payout, the amount approved or directed, a denial, or the timing of a decision, you must direct that question or dispute to Customer. Reimbi has no obligation or ability to approve, direct, increase, expedite, or otherwise influence Customer's approval or authorization decisions, and Reimbi will not act as an intermediary in disputes between you and Customer regarding approval or authorization.

Reimbi issues Payouts in accordance with its funding arrangements with Customer and does not guarantee any particular timeframe for a Payout.

6.4 No Independent Right to a Lump Sum Payout

Receiving one Lump Sum Payout, or being able to access the Services, does not entitle you to any future Lump Sum Payout or to any particular amount. Each Lump Sum Payout is made solely at Customer's discretion and only for the amount and occasion Customer specifies to Reimbi.

7. Payment Information and Finality of Payouts

7.1 Accuracy of Payment Information Is Your Responsibility

You are solely responsible for providing accurate, current, and complete Payment Information through the Services. Reimbi relies exclusively on the Payment Information you provide and has no independent means of verifying it.

7.2 A Successfully Transmitted Payout Is Final

A Payout is Paid (as defined in Section 2) once Reimbi, its payment processor, or its originating depository financial institution has transmitted the Payout to the payment method and destination reflected in the Payment Information you provided, and the applicable payment network, financial institution, or processor has accepted the transaction without a rejection, return, or reversal attributable to invalid or inaccurate Payment Information.

Once a Payout is Paid, it is final. Reimbi is under no obligation, and generally has no practical ability, to recall, reverse, cancel, or reissue a Paid Payout, regardless of whether you actually receive, access, or are able to use the funds. This is true even if the Payment Information you provided was incorrect, outdated, associated with a closed or inactive account, or otherwise did not belong to you.

7.3 Your Responsibility for Errors in Payment Information

If a Payout is misdirected, delayed, lost, or otherwise unusable by you because of inaccurate, outdated, or incomplete Payment Information you supplied, you bear the resulting loss. Reimbi has no obligation to investigate, recover, or reissue funds in that circumstance. Any effort Reimbi elects to make to assist in recovering a misdirected Payout is a courtesy and not an admission of any obligation to do so.

Nothing in this Section limits any rights you may have under applicable law, or any error-resolution rights you may have with your own financial institution or payment provider. Where a Payout has been misdirected, Reimbi will use commercially reasonable efforts to assist you in tracing it, without assuming any obligation to recover or reissue funds.

This Section 7 does not limit any obligation Reimbi may have for a Payout sent to an incorrect destination because of Reimbi's own processing error unrelated to the Payment Information you provided.

7.4 Correcting Information Before a Payout Is Sent

Review your Payment Information carefully before it is used for any Payout, and promptly update it in the Services if it changes. You may update your Payment Information in the Services only before the related Payout has been approved by Customer; Reimbi cannot guarantee that a correction made in the Services will be processed in time to prevent transmission.

7.5 Rejected, Returned, or Uncashed Payouts

If a Payout is rejected or returned by the receiving institution, or remains uncashed or unredeemed for ninety (90) days after issuance — including an electronic check that is not deposited or a gift card that is not activated — Reimbi will return the corresponding funds to Customer's pre-funded balance. This Section also applies to a Payout that Reimbi declines, delays, or blocks under Section 8. Once funds have been returned to Customer, you should contact Customer directly to resolve the matter and request reissuance. Reimbi is not the custodian of any returned funds after they are returned to Customer, and any claim you may have relating to unclaimed property in such funds should be directed to Customer.

8. Sanctions and Compliance Screening

8.1 Representations

You represent and warrant that you are not, and are not acting on behalf of, any person or entity that is: (a) identified on the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List or any other U.S. or applicable foreign government restricted-party or sanctions list; (b) organized, located, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions; or (c) otherwise prohibited from receiving funds under applicable sanctions, anti-money laundering, or export control laws.

8.2 Screening

Reimbi, its payment processors, and its originating depository financial institution(s) may screen you, your Payment Information, and any Payout against sanctions and other restricted-party lists before, during, or after processing a Payout, as required by applicable law.

8.3 Right to Decline, Delay, or Block a Payout

Reimbi may decline to process, delay, hold, cancel, or block any Payout, and may return or decline to release funds, to the extent Reimbi reasonably believes doing so is necessary to comply with OFAC regulations or other applicable sanctions, anti-money laundering, or export control laws. Reimbi has no liability to you for any delay, cancellation, or non-payment resulting from such compliance measures, and Section 7 (Payment Information and Finality of Payouts) does not obligate Reimbi to process a Payout that Reimbi reasonably believes would violate such laws.

Reimbi may ask you for additional information needed to complete its screening, such as identity details, date of birth, or address. If you do not provide that information, Reimbi may decline to issue the related Payout, and the Payout will be handled under Section 7.5 (Rejected, Returned, or Uncashed Payouts).

9. Taxes

Reimbi does not provide tax advice. Expense Report reimbursements made through the Services are processed under Customer's accountable plan and are not treated as taxable income to you; Reimbi does not collect tax documentation in connection with an Expense Report reimbursement.

A Lump Sum Payout may constitute taxable income to you. Depending on Reimbi's arrangement with Customer for a given Lump Sum Payout, either Customer or Reimbi acting on Customer's behalf may collect tax documentation from you (such as a Form W-9 for US payees or a Form W-8BEN for non-US payees) or issue tax reporting forms (such as a Form 1099) in connection with that Lump Sum Payout. Where Reimbi is responsible for collecting that documentation, Reimbi will do so before issuing the related Lump Sum Payout.

If required tax documentation is missing or incorrect, Reimbi or Customer may apply withholding as required by law; neither Reimbi nor Customer is obligated to gross up a Payout to offset any such withholding. You are responsible for any penalty, interest, or additional tax liability arising from tax information you provide that is incomplete or incorrect. Expense Report reimbursements and Lump Sum Payouts may be treated differently for tax purposes, and Customer, not Reimbi, determines how a given Payout is characterized for tax purposes.

You acknowledge and agree that you are solely responsible for determining and satisfying your own tax obligations arising from any Payout, regardless of whether Reimbi or Customer collects tax documentation or issues tax reporting forms in connection with that Payout.

10. Prohibited Conduct

In connection with the Services, you agree not to:

• Submit fraudulent, duplicate, or materially inaccurate Expense Reports or supporting documentation;
• Misrepresent your identity or eligibility in connection with a Lump Sum Payout;
• Provide Payment Information that does not belong to you or that you are not authorized to use;
• Attempt to gain unauthorized access to the Services, other Payees' data, or Customer's data;
• Use the Services for any purpose other than submitting and receiving legitimate reimbursements or Lump Sum Payouts;
• Interfere with or disrupt the operation of the Services; or
• Use the Services in violation of applicable sanctions, anti-money laundering, or export control laws, including in breach of Section 8 (Sanctions and Compliance Screening).
• Use automated means, scraping tools, or bots in connection with the Services;
• Assign or purport to assign or transfer your right to a Payout to another person.

Reimbi may suspend or terminate your access to the Services, and may report suspected fraud to Customer or to law enforcement, if Reimbi reasonably believes you have violated this Section.

11. Third-Party Payment Services

Payouts may be issued through third-party payment methods and networks, including direct deposit / ACH, PayPal, Venmo, or gift card providers. Your use of any such third-party service is subject to that provider's own terms and privacy practices, over which Reimbi has no control. Reimbi is not responsible for the acts, omissions, availability, or policies of any third-party payment provider.

Where a Payout is issued as a gift card or other stored-value product, the issuer of that card, and not Reimbi, is responsible for its terms, expiry, fees and redemption, and any claim relating to an issued card lies against the issuer.

12. Intellectual Property

Reimbi retains all right, title, and interest in the Services and all related software and technology. Reimbi grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely to submit and track your own reimbursement requests and to receive Payouts. You may not copy, modify, reverse engineer, or create derivative works of the Services.

You grant Reimbi a limited, non-exclusive license to host, process, store, and transmit any receipts, invoices, or other supporting documentation you upload (“User Content”) for the purpose of providing the Services, including sharing such User Content with Customer. You represent that you have the right to upload User Content and that it does not contain more third-party personal data than is reasonably necessary to support your reimbursement request. Reimbi may remove or refuse to process any User Content that violates these Terms.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, REIMBI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REIMBI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY EXPENSE REPORT WILL BE APPROVED OR PAID.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REIMBI'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF THE PAYOUT(S) AT ISSUE IN THE CLAIM AND (B) ONE HUNDRED US DOLLARS (US$100). IN NO EVENT WILL REIMBI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST WAGES, LOST OPPORTUNITY, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation does not apply to Reimbi's fraud, gross negligence, or willful misconduct, or to liability that cannot be limited under applicable law.

15. Indemnification

You agree to defend, indemnify, and hold harmless Reimbi, its officers, employees, and agents from and against any third-party claim, loss, or expense (including reasonable attorneys' fees) arising out of or related to: (a) any Expense Report or Payment Information you submit that is false, fraudulent, or that you were not authorized to submit; (b) any breach of your representations in Section 8 (Sanctions and Compliance Screening); (c) your willful or fraudulent violation of these Terms; or (d) your willful or fraudulent violation of any applicable law.

Reimbi will notify you promptly of any claim for which it seeks indemnification under this Section, and you may participate in the defense of such claim at your own expense. Reimbi will not settle any such claim in a manner that imposes liability on you beyond what is indemnified under this Section without your consent.

16. Dispute Resolution; Governing Law

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT, HAVE A JURY TRIAL, OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. IT ALSO EXPLAINS HOW YOU CAN OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 16.6 BELOW.

16.1 Governing Law

These Terms are governed by the laws of the State of Oregon, without regard to its conflict-of-laws principles, except that this choice of law does not deprive you of the protection of any mandatory consumer-protection law of the state where you reside that cannot be displaced by agreement.

16.2 Informal Resolution First

Before filing a claim, you and Reimbi each agree to try to resolve the dispute informally. You may send notice of your dispute to legal@reimbi.com; Reimbi will send notice of any dispute to the email address on your account. The notice must describe the dispute and the relief sought. If the dispute is not resolved within thirty (30) days of the notice, either party may proceed as described below.

16.3 Agreement to Arbitrate

Except as set out in Sections 16.5 (Small Claims Court Option) and 16.8 (California Public Injunctive Relief), you and Reimbi agree that any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, rather than in court, except that either party may bring an individual action in small claims court as described in Section 16.5. This means you are giving up the right to have a judge or jury decide your case, except as described in Sections 16.5 and 16.8. The arbitration will be conducted in Portland, Oregon, or, at your election, by telephone or video conference, or based on written submissions where permitted under the JAMS rules. The arbitrator, not any court, will decide all disputes relating to the interpretation, applicability, or enforceability of this arbitration agreement, except that any dispute about the validity or scope of Section 16.4 (Class Action and Jury Trial Waiver) will be decided by a court.

16.4 Class Action and Jury Trial Waiver

YOU AND REIMBI EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ANY ARBITRATION OR PERMITTED COURT PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. If Payees file individual arbitration demands raising similar claims in a number and within a time period that triggers JAMS's Mass Arbitration Procedures (or any successor mass-filing procedures JAMS adopts), those procedures will govern the administration, batching, and staging of those arbitrations and the related filing fees.

16.5 Small Claims Court Option

Notwithstanding Section 16.3, either you or Reimbi may bring an individual claim in small claims court in lieu of arbitration, provided the claim qualifies for that court's jurisdiction and remains on an individual basis. Nothing in this Section 16 prevents either party from seeking injunctive relief in court with respect to misuse of intellectual property, or prevents you from filing a complaint with a competent government agency.

16.6 Right to Opt Out of Arbitration

You may opt out of this Section 16 (Dispute Resolution) entirely. To do so, send written notice to legal@reimbi.com within thirty (30) days (or by mail to Reimbi LLC, Attn: Legal, 308 SW 1st Ave, Suite 181-A, Portland, OR 97204) of the date you first accept these Terms, stating your name, the email address associated with your account, and that you wish to opt out of arbitration. Re-accepting these Terms at a later date does not restart this thirty-day window. If you opt out, neither you nor Reimbi will be required to arbitrate disputes with the other, and Section 16.4's class-action waiver will not apply to you, but all other provisions of these Terms, including Section 16.1 (Governing Law), remain in effect. Opting out does not affect your ability to use the Services.

16.7 Fees

JAMS's rules govern payment of filing, administrative, and arbitrator fees for disputes arbitrated under this Section. Reimbi will pay costs specifically required by the JAMS rules or applicable law to keep the arbitration affordable to you.

16.8 California Public Injunctive Relief

If you are a California resident, nothing in this Section 16 waives or limits your right to seek public injunctive relief in court, to the extent such a waiver is unenforceable under California law. If a claim for public injunctive relief is filed in court, any request for individual relief arising from the same dispute remains subject to arbitration under Section 16.3.

16.9 Severability of This Section

If Section 16.4 (Class Action and Jury Trial Waiver) is found unenforceable with respect to a particular claim or dispute, that claim or dispute will proceed on an individual basis in a court of competent jurisdiction in Portland, Oregon, rather than in arbitration, and the remainder of this Section 16 will continue to apply to other disputes. If any other part of this Section 16 is found unenforceable, the remainder of this Section 16 remains in effect to the maximum extent permitted by law.

17. Privacy and Electronic Communications

17.1 Electronic Communications

Reimbi's collection and use of your information is described in Reimbi's Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to receive communications from Reimbi electronically, including by email and, if you provide a mobile number, by text message, regarding your Expense Reports and Payouts. Message and data rates may apply. Reply STOP to any text message to opt out and HELP for assistance. You may withdraw consent to text messages at any time as described in the Privacy Policy.

17.2 Electronic Records and Signatures

You agree to transact business with Reimbi electronically and consent to receive these Terms, notices, disclosures, and other records relating to your use of the Services in electronic form, rather than in paper form. To access and retain these records, you need a device capable of accessing the internet, a current web browser, and the ability to receive email at the address associated with your account. You may withdraw your consent to receive records electronically, or request a paper copy of a record, by contacting legal@reimbi.com; Reimbi may charge a reasonable fee for paper copies and may require you to provide a valid mailing address. Withdrawing consent does not affect the validity of any records provided electronically before your withdrawal takes effect.

18. Suspension and Termination

Reimbi may suspend or terminate your access to the Services at any time, with or without notice, including for suspected violation of these Terms. You may stop using the Services at any time. Sections 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, and 20 survive any termination of your access. Termination does not affect any Payout that Customer has already directed and funded prior to termination.

19. Changes to These Terms

Reimbi may update these Terms from time to time. If Reimbi makes a material change, Reimbi will provide notice by email to the address on your account before the change takes effect. Material changes apply prospectively only, effective as of your next use of the Services or your next Payout, whichever occurs first, and the version of these Terms in force when a Payout is issued governs that Payout. Changes to Section 16 (Dispute Resolution) do not apply to any dispute that arose before the change took effect.

20. General

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Reimbi regarding your use of the Services as a Requester or Payee and supersede any prior agreements on that subject. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect. Reimbi's failure to enforce any provision is not a waiver of that provision. Customer is an intended third-party beneficiary of Sections 5 (Your Account and Information), 8 (Sanctions and Compliance Screening), 10 (Prohibited Conduct), and 15 (Indemnification), and may enforce those Sections directly against you; except as stated in this sentence, these Terms create no third-party beneficiary rights. Neither party is liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, or failures of third-party infrastructure or communications networks. Any notice to you under these Terms may be given by email to the address associated with your account and is deemed given when sent. You may not assign these Terms or your right to any Payout; Reimbi may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

21. Contact

Questions about these Terms may be directed to legal@reimbi.com or Reimbi LLC, Attn: Legal, 308 SW 1st Ave, Suite 181-A, Portland, OR 97204.