Last updated: October 18, 2024

Pursuant to these Shared Billing Terms and Conditions, FlashHouse, Inc. (d/b/a Fello) ("Fello", “we”, “us”) agrees to provide you (“Contributor”, “you”) access to the Fello software, for purposes of paying all or a portion of the fees for a customer (the “Customer”) of Fello, that are due in connection with the provision of certain software services (the “Services”) by Fello to the Customer.  These Terms and Conditions and the Fello Privacy Policy, available at https://hifello.com/privacy-policy, are collectively referred to as this “Agreement”. CONTRIBUTOR ACKNOWLEDGES AND AGREES THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, OR BY PAYING FOR A CUSTOMER, IT IS INDICATING THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. These Terms and Conditions are effective as of the date Contributor first clicks “I agree” (or similar button or checkbox) or makes a payment on behalf of Customer, whichever is earlier (the “Effective Date”). 

1. 1. By participating in Fello’s Shared Billing Program, Contributor acknowledges and agrees that:
   
   1. Fello is permitting Contributor to pay for a portion of the Fees for the Customer as set forth in the email sent to you by Fello (the “Shared Billing Arrangement”).
   2. Fello may charge to Contributor’s credit card or other payment mechanism selected by Contributor and approved by Fello all amounts due and owing with respect to the Shared Billing Arrangement.  To the extent any payment owed by Contributor is not received promptly by Fello, Fello reserves the right to suspend the Services provided to Customer.
   3. To the extent Contributor is regulated by the Real Estate Settlement Procedures Act (RESPA), Contributor, individually or collectively with other third parties, shall not pay more than fifty percent (50%) of the Fees and charges for which Customer is responsible to Fello under these Terms and Conditions. This constitutes a Co-Marketing relationship, and both the Customer and Contributor are considered Co-Marketers under RESPA.
   4. Contributor shall obtain no ownership, interest, right, title or license in or to the Services or any software provided by Fello.   
   5. Contributor will comply with all applicable laws and regulations with respect to its obligations under this Agreement and the Shared Billing Arrangement.
   6. Contributor’s obligations hereunder shall survive for the remaining term of Customer’s agreement with Fello, and the provisions of Sections 2 through 10, shall survive any termination of this Agreement.
        
2. 2. Each party agrees that to the extent the parties exchange confidential information concerning the Shared Billing Arrangement or otherwise ("Confidential Information"), the parties shall hold all Confidential Information in strict confidence and shall use such Confidential Information only for purposes relating to performance under and in compliance with this Agreement. 
   
   
3. 3. FELLO’S TOTAL LIABILITY FOR ANY LOSS, COST, CLAIM OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $1,000. 
   
   
4. 4. This Agreement and the covenants and agreements herein contained shall insure to the benefit of and be binding on the parties hereto and their respective permitted successors and assigns.
   
   
5. 5. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and other communications, oral or written, relating to the subject matter hereof and may not be modified or amended except by written agreement executed by both parties hereto.
   
   
6. 6. The Parties will submit any dispute between them arising out of or relating to formation or performance of this Agreement to binding arbitration administered by JAMS (see https://www.jamsadr.com) under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted in Columbus, OH in the English language before a single arbitrator who possesses expertise in the subject matter of the dispute. The arbitrator is not authorized to award punitive or other damages expressly limited and excluded in this Agreement, and the parties waive any award to the extent that such damages are not authorized but the arbitrator is authorized to award attorneys’ fees as determined by the arbitrator. Any award issuing in the arbitration is final and binding and may be enforced in any court of competent jurisdiction. The Parties will keep confidential the arbitration proceedings and arbitration award, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award, and for disclosure in confidence to the Parties’ respective attorneys, tax advisors and senior management. Notwithstanding the foregoing, either Party may seek injunctive or provisional relief at any time in any court of competent jurisdiction.
   
   
7. 7. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
   
   
8. 8. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to exercise any right or privilege conferred in this Agreement or the waiver of enforcing penalties resulting from any breach of any terms and conditions of this Agreement, shall not be construed as waiving any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
   
   
9. 9. Any notice or other communication hereunder shall be in writing and be given or sent by overnight delivery by a nationally recognized commercial carrier, registered mail, postage prepaid, and addressed to the respective parties.
   
   
10. 10. The relationship between Fello and Contributor is solely that of independent contractors and not that of an agency, partnership, or joint venture. Neither Party shall have the authority to represent or bind the other except as otherwise expressly provided in this Agreement.

Contact Us
If you have any questions about this Agreement, You can contact us:
• By email: info@hifello.com
• By visiting this page on our website: https://hifello.com/contact-us
• By phone number: 866.793.0051