Terms of Service

1. Acceptance of Terms

By accessing miurata.com or using any Miurata software platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Service.

Miurata Solutions LLC ("Miurata", "we", "us") is a limited liability company organized under the laws of the State of Florida, USA.

2. Description of Service

Miurata operates the corporate website miurata.com and a portfolio of business automation software products and methodology-based facilitator services. The Service is classified under NAICS code 518210 (Data Processing, Hosting, and Related Services).

2.1 Software products

• RemindLedger™ — Accounts receivable automation for US and Canadian businesses
• CentroPago™ — Accounts receivable automation for Venezuelan and Latin American businesses
• Acreditto™ — In-network payment-behavior reputation for the LATAM Miurata network
• Trust-On-Payment™ — In-network payment-behavior reputation for the US/CAN Miurata network
• ContractTrigger™ — Marketplace of legally-reviewed contract templates

2.2 Methodology-based facilitator services

• Capital-On-Demand™ — Software that introduces merchants to licensed lender partners. Miurata is a facilitator only; financing agreements are executed directly between merchant and lender.
• Pay-On-Trigger™ — Software that introduces suppliers to licensed lender partners for invoice-anchored financing. Miurata is a facilitator only; financing agreements are executed directly between supplier, buyer, and lender.

2.3 What Miurata does NOT do

Miurata does not: process payments, hold funds, operate as a payment processor or bank, provide credit or loans, collect debts on behalf of third parties, make credit decisions on behalf of any lender, or act as a financial intermediary in any transaction. Regulated financial activities are performed exclusively by licensed partners.

3. Bank Connectivity and Payment Data Processing

For products with payment reconciliation features (RemindLedger™, CentroPago™), you may authorize Miurata to access read-only bank transaction data through approved bank connectivity services, forward bank notification emails, or upload bank statement files you control. You acknowledge that:

• Bank connectivity is used in read-only mode only. Miurata does not initiate transfers, move funds, or modify your bank account.
• We may receive structured transaction data, account metadata, payer names, amounts, dates, references, and access tokens needed to maintain the connection.
• We extract and store only the structured payment data needed for reconciliation.
• We do not share bank-connected data with third parties except contracted service providers, or as required by law.
• You are responsible for ensuring you have the right to authorize the bank connection, email source, or statement files configured.

4. Capital-On-Demand™ and Pay-On-Trigger™ — Facilitator Services

Capital-On-Demand™ and Pay-On-Trigger™ are software services that introduce you to licensed lender partners. By using these services you acknowledge that:

• Miurata is not a lender, broker, factor, or money transmitter.
• All financing agreements are executed directly between you and the licensed lender partner. Miurata is not a party to those agreements.
• Lenders own all credit decisions, underwriting, fund disbursement, and (for Pay-On-Trigger™) collection from buyers.
• Funds never flow through Miurata.
• Miurata may receive referral compensation from licensed lender partners.
• These services require partner agreements and applicable regulatory approvals before being available in your jurisdiction. Until such availability, the corresponding service tiles in the website are descriptive of intended functionality, not offers of service.

5. Communications to Your Customers

When you use Miurata software to send payment reminders via email or SMS to your customers ("End Recipients"), you agree that:

• You have a pre-existing business relationship with each End Recipient and a lawful basis to contact them about outstanding invoices
• All communications are factual, non-harassing, and accurately represent the amounts owed
• You comply with all applicable laws governing commercial communications, including the CAN-SPAM Act, TCPA, FDCPA, applicable Canadian regulations, and applicable Latin American regulations
• You honor opt-out and STOP requests promptly and maintain suppression lists
• Miurata acts solely as a message delivery service on your behalf and is not a "debt collector" as defined under the FDCPA

6. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree to:

• Provide accurate and complete information when creating your account
• Notify us immediately of any unauthorized access or security breach
• Not share your credentials with unauthorized users

7. Subscription Plans and Billing

Miurata products operate on subscription-based plans, with optional pay-as-you-go credits where applicable. By subscribing to a paid plan, you agree to pay the applicable fees as published on the relevant product's pricing page. All fees are in USD unless otherwise stated.

7.1 Billing cycle

Subscriptions are billed monthly or annually depending on the selected plan. The cycle begins on the subscription activation date.

7.2 Upgrade

When you request a change to a higher-priced plan, the change is scheduled to take effect at the start of the next billing cycle. The new plan price is charged at the beginning of the new cycle.

7.3 Downgrade

When you request a change to a lower-priced plan, the change takes effect immediately. Features exclusive to the higher plan become unavailable. No credits, refunds, or compensation are issued for the remaining days of the current billing cycle.

7.4 Proration

No proration applies in any plan change scenario.

7.5 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial months of service, except where required by law.

8. Prohibited Uses

You may not use the Service to:

• Engage in third-party debt collection activities regulated under the FDCPA
• Send unsolicited commercial messages (spam) or harass any person
• Violate any applicable law or regulation
• Reverse engineer, copy, or resell the Service
• Transmit malicious code or interfere with the Service's operation
• Misrepresent your identity or the identity of any End Recipient

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT EMAIL/BANK-DATA PARSING WILL ACHIEVE 100% ACCURACY. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIURATA SOLUTIONS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFIT, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO MIURATA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify and hold harmless Miurata Solutions LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida, USA, without regard to conflict-of-laws principles. Any dispute arising out of or related to these Terms or the Service shall be resolved by binding arbitration under JAMS rules in Orlando, Florida, on an individual basis (no class actions or representative proceedings). The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

13. Changes to These Terms

We may update these Terms from time to time. We will notify you via email or in-app notification at least 14 days before material changes take effect. Continued use of the Service after the effective date of revised Terms constitutes acceptance of those Terms.

14. Contact

For questions about these Terms, contact us at:

Trademarks

RemindLedger™ (USPTO Serial 99777955), CentroPago™, Acreditto™, Trust-On-Payment™, ContractTrigger™, Invoice-On-Payment™, Contract-On-Trigger™, Capital-On-Demand™, Pay-On-Trigger™ and Money-On-Payment™ are trademarks of Miurata Solutions LLC. All rights reserved.