Last updated: May 21, 2026
This Customer Agreement ("Agreement") is a legal contract between Ratio ("we," "us," or "our") and you ("you," "your," or "Customer") regarding the purchase of the products or services from sellers that offer Ratio as a payment processor or finance partner ("Seller(s)"). Please read the terms of this Agreement carefully. This Agreement governs your use of this site ("Website"), your use of our services, and your access to your Ratio account and service through the Website (together, the "Ratio Services" or "Services"). By creating a Ratio account ("Account"), you agree to be bound by this Agreement on your own behalf and on behalf of the organization or company that employs you. You will not be able to create an Account, meaning you will not be able to use the Services, without agreeing to this Agreement. You should read these terms carefully before creating an Account or otherwise using the Ratio Services. If you do not want to agree to the Agreement on your behalf and on behalf of the organization or company that employs you, do not create an Account or use the Services. We recommend you print or save a copy of this Agreement for your records.
Section 9 of the Agreement contains a Waiver of Jury Trials and Binding Arbitration provision that requires use of arbitration rather than a jury or court trial. Carefully review Section 9 before you agree to this Agreement, access the Ratio Website, or use the Ratio Service.
We can change, update, or add or remove provisions of this Agreement, at any time, by posting the updated Agreement on our Website. We will indicate at the top of the Agreement the date that we last revised the Agreement. We will provide notice to you at the email address listed on your Account and may provide notice on the Website, and/or upon your first login to your Account after making the changes. By using the Website or the Services after we updated the Agreement, as noted above, you are agreeing to the updated Agreement; if you do not agree with any of the updated terms to the Agreement, you must stop using your Account and the Services. Any amendment to the Agreement will apply only to Orders that are entered into or claims that arise on or after the date the amendment becomes effective.
At the time of agreeing to this Agreement and each time you sign in to your Account, you represent and warrant that (1) you are currently employed by the organization or company you seek to bind to this Agreement and (2) you are duly authorized to agree to the Agreement on behalf of such organization or company.
Ratio acts as a billing agent and/or financing partner in connection with your purchase of goods or services from Sellers ("Seller's Services"). In the course of providing such services, Ratio will seek certain information from you to determine your eligibility for the Ratio Services.
Ratio will send you a purchase order ("Order") setting forth the purchase price for the Seller's Services and other purchase terms, including any applicable finance and other charges (together, the "Customer Payment Amount"). While your agreement to purchase Seller's Services remains solely between you and the Seller, you will not pay the Customer Payment Amount to the Seller. Instead, per the terms of the Order, you will be obligated to pay Ratio the Customer Payment Amount.
To become a Customer of the Ratio Services, you must create an Account. To create an Account, you will be required to create a username and password. You may be required to provide us with some information about the Customer. You will be required to provide a bank account and other payment information ("Payment Method"), as well as other financial information about Customer in order to create an Account (together, the "Account Information"). You agree that all Account Information provided by you is true, accurate, current, and complete and that you agree to maintain and promptly update such information to keep it true, accurate, current and complete. You authorize Ratio, directly or through third parties, to make any inquiries we consider necessary to validate the accuracy of the Account Information. Ratio reserves the right to close, suspend, or limit access to your Account, and all Ratio Services in the event we are unable to obtain or verify this information or if you remove your Payment Method or your Payment Method is no longer valid.
You agree and understand that Ratio limits access to Ratio Services solely to employees of organizations or companies. If you are not such an employee, you will not be able to use Ratio Services.
By registering for and using a Ratio Account, you represent, acknowledge and agree that you are at least 18 years of age and that any access to your Ratio Account or the Services by anyone under 18 is unauthorized, unlicensed, and a violation of the Agreement.
You are responsible for maintaining the confidentiality of your password. We may also, from time to time, including at Account creation, require additional security procedures for you to access or verify your Ratio Account, such as the use of one-time passwords ("OTP"). You may not transfer or share your password, any OTPs, or other security credentials necessary to access your Account with other persons or entities to allow them to access your Ratio Account and access the Ratio Services, except as allowed by your employer. You are solely responsible for any and all use of your Ratio Account and all activities that occur under or in connection with it, including and not limited to all obligations under Orders executed using your Ratio Account. You agree to notify us if your password or any other security credential for your Ratio Account is lost or stolen or if you are aware of or suspect any unauthorized use of your password or if you know of any other breach of security in relation to your Ratio Account.
Ratio is not a party to any purchase or sale of Seller's goods or services between you and the Seller. You are required to agree to the Seller's terms and conditions for the product or service before being able to enter into an Order. Ratio does not have control of, or liability for, Seller's products or services. If you have a dispute with a Seller regarding the products or services, please contact the Seller directly. Please note that if you fail to pay the Customer Payment Amount within 3 days of any due date, Seller may disable the Seller Services.
We may choose not to approve an Order for a product or service to you, or may cancel an approved Order before the goods or services are delivered or supplied, if: (i) we reasonably consider this necessary in order to: (A) protect the integrity of our systems or our Services; (B) prevent fraud; (C) limit the risk of money laundering or terrorism financing; or (D) otherwise protect us against legal risk; (ii) you do not pass our verifications or checks; (iii) we suspect, or are aware, that you have breached this Agreement in a material respect (including by failing to make any payment due under this Agreement on the payment due date for an existing Order); or (iv) we otherwise reasonably consider the Order to be suspicious.
a. Payment Schedule. As part of your Order process, we will send you an email with terms for paying the Customer Payment Amount. This email is your written confirmation that you have agreed to make regularly-scheduled electronic payments. You agree to make payment(s) in accordance with this payment schedule. Ratio will automatically process payments in accordance with the due dates stated on the payment schedule ("Automatic Payment"). If an Automatic Payment fails on any of the dates specified in your payment schedule ("Failed Payment"), Ratio reserves the right to re-attempt to process the payment at a later time(s) or date(s). You will have the option to select a preferred Payment Method when your Ratio Account is being created. You can update or change your preferred Payment Method at any time via your Ratio Account.
b. Authorization. Subject to the other terms of this Agreement, you hereby expressly consent to, authorize and instruct Ratio to process and collect Automatic Payment amounts using any Payment Method on file, beginning with your preferred Payment Method for the amounts and on those scheduled dates set out in your Payment Schedule. You acknowledge that you are giving us the ability to collect or reverse payment amounts from or to any Payment Method, in accordance with your payment schedule and the terms of this Agreement.
c. Sufficient Funds Required. You are responsible for ensuring that you have sufficient funds in your Payment Method available to make Automatic Payments on the dates specified in your payment schedule. You are liable for any fees or charges imposed by your Payment Method, except to the extent that such fees or charges arise as a result of our error or system failure. If you cannot make a payment or know that you have insufficient funds, you must provide us reasonable notice of 3 business days to change the Payment Method or payment date.
If you have outstanding amounts owed to us for an Order that have not been paid according to your payment schedule, and that payment failure continues for more than 2 days after the date the payment was due, then we have the right to deactivate your Ratio Account. Upon deactivation, you will still have access to your Ratio Account; however, you will not be able to make additional purchases using Ratio's Services until you have reactivated your Ratio Account. After deactivation, you are still required to make payment for each Order according to your Payment Schedule and this Agreement. You can reactivate your Ratio Account by voluntarily paying us any past due payments owed to us for each Order, as adjusted. If we successfully process all existing failed payments, your Ratio Account will then be returned to an active status.
In some cases, such as a refund or a service credit, Ratio may be required to submit a payment to your bank account or card on file. You grant Ratio the right to perform these payments to your bank account(s) or card(s) on file with us.
If you open a Ratio Account, you are providing Ratio with express authorization to: (a) obtain your credit report from a credit bureau, and (b) to review the banking and financial records which you make available as part of opening an Account, in each case solely for the purpose of providing the Ratio Services.
By agreeing to the Agreement, you agree and consent to Ratio providing you electronic communications ("Communications") about your Account and the Ratio Services electronically. These Communications may include your Payment Schedule, Order information, and other information relating to your use of the Services. We may send these Communications to your Account or to the email address you provided. You agree to keep your email information current at all times. You agree that any Communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
You agree to receive all available disclosures, notices, and other records ("records") from us in electronic form, until you close the account(s) or until you withdraw consent as described in the Right to Withdraw Consent provision of this document. We may exercise our right to deliver paper copies of disclosures, notices, and other records, rather than provide them electronically. All paper documents will be sent to the primary address we have on file for you at the time of delivery.
Your consent to receive electronic communications and transactions includes, but is not limited to: account agreements, disclosures, periodic statement information, privacy policies, notices, and changes to your account.
Electronic Delivery of Documents: Electronic documents may be downloaded as you go through the process or may be e-mailed to you. We encourage you to save or print the documents for future reference.
Requesting Paper Copies: You are not required to receive notices or disclosures or sign documents electronically and may request paper copies of documents or disclosures. You can request paper copies from Ratio Technologies, Inc. by contacting legal@ratiotech.com.
Responsibility to Update E-mail Address of Record: By consenting to electronic delivery, you agree that we will contact you via the e-mail address you provided to us. If you change your e-mail address or other contact information, you must provide us with your new email address or other contact information. The change will not be effective until we receive it and have had a reasonable opportunity to act upon it. Your e-mail address of record must be the e-mail address of an account owner who has the authority to conduct transactions and act on behalf of the account.
To update your email address or other contact information, log into your Ratio account.
Right to Withdraw Consent: You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent, you must notify us that you wish to withdraw consent to provide your future documents, notices, and disclosures in paper format. After withdrawing consent if at any point in the future you proceed forward and utilize the electronic signature system you are once again consenting to receive notices, disclosures, or documents electronically.
System Requirements: In order to receive and retrieve records electronically, there are necessary hardware and software requirements you must have: An up-to-date device (i.e. computer, tablet, smart phone, etc.) with an operating system capable of supporting an internet connection and a standards-compliant web-browser which supports the HTTPS protocol, HTML and cookies. Viewing PDF documents requires additional software such as Adobe Reader or similar.
Acceptance and Consent: By electing to have your records provided to you in electronic form, you agree to confirm your ability to receive these records electronically by following any procedures specified from time to time. When we notify you of any system changes, you must confirm your consent according to the instructions provided at the time, or withdraw your consent. You confirm by using the system that you have the required hardware and software, including viewing, downloading, printing, and electronically receiving these documents.
Electronic Signatures: You authorize us to use your electronic signature for all documents, agreements, attachments, addendums in any way connected to the transaction being entered with you until you close the account(s) or until such time the events described in the Right to Withdraw Consent provision occurs. Your consent permits an electronic signature in lieu of hand-written signatures on any one or more documents received.
You agree that your electronic signature will be enforceable as and to the full extent of a hand-written signature as an original for enforcement of the documents containing the electronic signature(s), whether in state or federal court, arbitration or otherwise.
By accepting this Agreement, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any telephone number you have provided us, including a cellphone number. You agree we may contact you in any way, including SMS messages, calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. We may place such calls or texts to: (i) send you OTP text messages; (ii) provide you notices regarding your Account or Account activity or transactions, (iii) investigate or prevent fraud regarding your Account, (iv) collect a debt owed by you to us; or (v) provide any other informational or transactional message related to your Account.
To opt-out of automated calls and texts from us, reply STOP to any text from us at any time. You agree that you will then receive a single final text message confirming your opt-out.
Standard telephone minute and text charges may apply. You, not us, will be solely responsible for any carrier charges because of calls or texts from us. You warrant and represent that you are either the account holder of any phone numbers you provide to us, or you have the express permission of the account holder to provide such numbers. You also agree that if and before you disconnect or transfer any phone number you provided us, you will send all necessary texts or other communications to us in order to stop future text messages from being sent or calls being made to that number. We reserve the right, in our sole discretion, to cancel or suspend any or all of our texting program, in whole or in part, for any reason, with or without notice to you. We are not responsible for incomplete, lost, late, or misdirected text messages, including, but not limited to, undelivered texts resulting from any form of filtering by your mobile carrier or service provider.
You understand and agree that Ratio may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Ratio or its service provider or agents for quality control and training purposes or its protection or recordkeeping purposes. You acknowledge and understand that, while your communications with Ratio may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Ratio, and Ratio does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
Protecting your privacy is very important to Ratio. Please review our Privacy Policy to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.
"Ratio.com," "Ratio", "Ratio, Inc.", and all logos related to the Ratio Services are either trademarks or registered trademarks of Ratio or Ratio's licensors. You may not copy, imitate or use them without Ratio's prior written consent. Also, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of Ratio. You may not copy, imitate, or use them without our prior written consent.
In connection with your use of our Website, your Ratio Account, Ratio, Ratio Services, or in the course of your interactions with Ratio, Ratio Sellers, other Customers, or third parties, you will not:
If we close your Account or terminate your use of the Ratio Services for any reason, we will provide you with notice of our actions. Except as expressly provided otherwise in this Agreement, if we limit access to your Account, we will provide you with notice of our actions; we will also provide you with an opportunity to request restoration of access if, in our sole discretion, we deem it appropriate. Further, you acknowledge that Ratio's decision to take certain actions, including limiting access to your Account by placing holds, may be based on confidential criteria that are essential to our management of risk and the security of Customers' Accounts and the Ratio system. You agree that Ratio is under no obligation to disclose the details of its risk management or security procedures to you.
IN NO EVENT SHALL WE, OUR PARENT AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF RATIO BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, EMOTIONAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR RELATING TO OUR WEBSITE, THE RATIO SERVICES, PRODUCTS OFFERED THROUGH RATIO, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS AND TO THE EXTENT PROHIBITED BY LAW.
IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, RATIO, OUR PARENT, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, REPUTATION, PROFITS, OR OTHER EMOTIONAL OR INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF OR YOUR INABILITY TO USE RATIO'S WEBSITE AND SERVICES; (2) DELAYS OR DISRUPTIONS IN RATIO'S WEBSITE AND SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING RATIO'S WEBSITE OR SERVICES OR ANY SITE OR SERVICE LINKED TO RATIO'S WEBSITE OR SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN RATIO'S WEBSITE OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS SUBSCRIBER AGREEMENT OR RATIO'S POLICIES. RATIO RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS SUBSCRIBER AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.
OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO RATIO UNDER THIS AGREEMENT.
THE RATIO SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. RATIO, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF RATIO, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Ratio does not have any control over any Seller's products or services, and Ratio cannot ensure that a Seller you are dealing with will complete the transaction or is authorized to do so. Ratio does not guarantee continuous, uninterrupted or secure access to any part of the Ratio Services, and operation of our Website may be interfered with by numerous factors outside of our control. Ratio will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and debit cards are processed in a timely manner but Ratio makes no representations or warranties regarding the amount of time needed to complete processing because the Ratio Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. mail service. Certain Ratio Services may not be available to you based on residency, geographic location or other eligibility criteria. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights, and you may also have other legal rights that vary from state to state.
You may close your Account at any time by following the instructions in your Account profile. You will remain liable for all obligations related to your Account even after the Account is closed.
If a dispute arises with Ratio, our goal is to learn about and address your concerns as soon as possible. Disputes with Ratio regarding the Ratio Services may be reported by emailing claims@ratiotech.com.
You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this Customer Agreement, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Customer Agreement and any claim or dispute that has arisen or may arise between you and Ratio.
You and Ratio each agree that any and all disputes or claims between you and Ratio arising from or in any way relating to this Agreement, your Ratio Account, the Ratio Services, our Website, any Order, or your transactions or relationships with Ratio, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court or before a jury. This Agreement to arbitrate is intended to be broadly interpreted. Notwithstanding the choice of law provision above, the Federal Arbitration Act governs the interpretation and enforcement of this Agreement to arbitrate.
Any arbitration or court trial (whether before a judge or jury or pursuant to judicial reference) of any claim under this Customer Agreement will take place on an individual basis without resort to any form of class or representative action (the "Class Action Waiver"). The Class Action Waiver precludes any party from participating in or being represented in any class or representative action regarding such a claim. The parties to this agreement acknowledge that this waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. The Parties acknowledge and agree that under no circumstances will a class action be arbitrated.
The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Any such arbitration will be conducted in San Francisco, CA, where you agree to personal jurisdiction and waive any claim of forum non conveniens.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, Ratio will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
If Ratio pays out a refund on a dispute that you file against a Seller, you agree that Ratio assumes your rights against the Seller and third parties related to the payment, and may pursue those rights directly or on your behalf, in Ratio's discretion.
If you have a dispute with one or more Sellers, you release Ratio (and our parent, our affiliates, and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your dispute with such Seller. In entering into this release, you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You may not transfer or assign any rights or obligations you have under this Agreement without Ratio's prior written consent. Ratio reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
This Agreement, along with any applicable policies and agreements referenced herein, sets forth the entire understanding between you and Ratio with respect to the subject matter hereof, unless superseded by a later agreement, including any financing agreement for the Seller's Services. In the event of any express conflict between this Customer Agreement and any later financing agreement, the latter shall govern. Sections which by their nature should survive will survive the termination of this Agreement, including, but not limited to, Sections 7 and 9. Unless stated otherwise in this Agreement, if any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.
