Agent of the payee Agreement
V2.0 September 2025
This Agent of the Payee Agreement (the “Agreement”) is made between Go Pinata Inc. doing business as Inner Workings Inc. (“Inner Workings”) and you (“Vendor”), a business entity or individual independent contractor operating on the Pinata platform (“Provider Platform”). This Agreement is effective as of the date of acceptance by Vendor (the “Effective Date”).
Through Inner Workings, Provider offers subscription-based Invoicing and Electronic Payment Services (“IEP Services”) to its customers on the Provider Platform. Vendor desires to appoint Inner Workings as its agent for the purpose of receiving invoice payments from Vendor’s customers or other payors as more fully described herein.
Go Pinata Inc. (“Provider”) and Vendor are already parties to that certain Software as a Service (SaaS) Subscription Agreement (the “Master Agreement”). Capitalized terms used but not defined herein shall have the meaning given in the Master Agreement. The Master Agreement is hereby amended by the mutual written agreement of the parties to include the IEP Services as Subscription Services under the Master Agreement. In the event of a conflict between the terms of this Agreement and the terms of the Master Agreement, the terms of this Agreement shall control with respect to the subject matter contained herein.
By clicking “I ACCEPT” (or similar phrase) or by accessing or using the IEP Services, Vendor acknowledges and agrees that it has read, understood and agrees to be bound by this Agreement, the Master Agreement and Provider’s privacy policy maintained at https://www.gopinata.com/privacy.
1. Agent Appointment. Notwithstanding anything to the contrary contained in this Agreement or the Master Agreement, Vendor hereby appoints Inner Workings as its authorized agent for the limited purpose of accepting payments on Vendor’s behalf from Vendor’s customers for goods and services provided by Vendor and Vendor agrees that payment from Vendor’s customer to Inner Workings shall be considered payment to Vendor, which satisfies and extinguishes the payment obligation of such customer to Vendor as if the customer had paid Vendor directly.
2. IEP Services. Vendor hereby authorizes Inner Workings to provide payment instructions to its financial institution and/or payment processor in connection with the IEP Services, which enable Vendor’s customers to issue payments to Inner Workings on behalf of Vendor for outstanding invoice amounts owed by Vendor’s customers to Vendors. The timing and frequency of payments to Vendor under the IEP Services will be specified by Provider in the portion of the Provider Platform accessible by Vendor (i.e., the user dashboard). Vendor acknowledges that the IEP Services may not be available in all states and the states covered by the IEP Services may change from time to time in Provider’s sole discretion.
3. Ownership of Funds. Inner Workings receives Vendor funds from the applicable payment networks enabled by Inner Workings on behalf of and as an agent of Vendor in connection with Inner Working’s provision of the IEP Services provided by Inner Workings to Vendor pursuant to this Agreement and subsequently disburses those funds into the Connected Account (defined below) of Vendor. During the Term (defined below) of this Agreement, the funds collected by Inner Workings on behalf of Vendor will be held in a concentration account by Inner Workings for the benefit of Vendor (the “Concentration Account”). Inner Workings shall be permitted to commingle Vendor’s funds with other funds collected by Inner Workings for other vendors or clients of Inner Workings. Inner Workings acknowledges and agrees that Vendor has an undivided beneficial ownership interest in the funds maintained in the Concentration Account. On any date during the Term, such undivided beneficial interest shall be a percentage equal to (x) the Vendor funds deposited in the Concentration Account which have not been disbursed, divided by (y) the aggregate of all funds on deposit in the Concentration Account. Inner Workings agrees to maintain and make available to Vendor upon reasonable request detailed records relating to Vendor’s credits received into, and Vendor’s disbursements made from, the Concentration Account. Inner Workings shall not commingle Inner Workings’ funds which such Concentration Account funds, except for (i) fees payable by payors to Inner Workings pursuant to Inner Workings’ provision of the IEP Services and (ii) all interest and other earnings accrued on the principal amount of all funds deposited into the Concentration Account. The interest and earnings accrued on the principal amount of all funds deposited into the Concentration Account shall be deemed Inner Workings’ funds and, together with the fees received under the Master Agreement, shall be deemed adequate compensation to Inner Workings for administrating, protecting, preserving, and reconciling all such deposits.
4. Payment Processing.
a. Vendor’s Obligations. Vendor will cooperate with Inner Workings and/or its financial institution or payment processor to provide the necessary information to such financial institution or payment processor to facilitate the payment of invoice amounts to Vendor. Additional terms and conditions may apply to Customer’s use of a third party payment processor. Vendor is responsible for the accuracy and completeness of any information that Vendor provides directly to a financial institution or payment processor.
b. Stripe Connected Account. If Provider requires the use of the Stripe Connect services (“Stripe Services”) in connection with the IEP Services, then the following terms apply:
i. Vendor shall establish and maintain a Stripe Connect account (a “Connected Account”). Vendor will need to (i) complete the Stripe account application process for use of the Stripe Services (which may be facilitated by Provider in its sole discretion), (ii) receive approval from Stripe to use the Stripe Services, and (iii) agree to the Connected Account Agreement (defined below). As a result, Vendor will have a direct contractual relationship with Stripe and the Stripe Services are provided to Vendor by Stripe. Vendor is responsible for the accuracy and completeness of any information that Vendor provides directly to Stripe.
ii. Vendor consents to (a) Provider’s disclosure of any information that Provider provides to Stripe or enables Stripe to collect (including information that Stripe may collect directly using cookies or other similar means) and (b) Stripe’s collection, use, retention and disclosure of information in accordance with the Stripe privacy policy, which privacy policy is maintained at https://stripe.com/privacy.
iii. Vendor agrees not to use the Stripe Services in violation of the Connected Account Agreement or for any activity that is expressly prohibited, including those activities listed in the Prohibited Business List applicable to the Connected Account, as updated by Stripe from time to time.
iv. As between Vendor and Provider (including Inner Workings), except for the payments received by Inner Workings on behalf of Vendor pursuant to the IEP Services, Vendor is responsible and liable for all activity on Vendor’s Connected Account, whether initiated by Vendor or not (including all transactions, disputes (including chargebacks), refunds, reversals, and associated fines, and any use of the Stripe Services in a manner prohibited under this Agreement or the Connected Account Agreement.
5. Term and Termination. This Agreement commences as of the Effective Date and continues in effect, unless earlier terminated as provided herein, until the earlier of the termination or expiration of (a) the Master Agreement, or (b) if applicable, the Connected Account Agreement (the “Term”). Inner Workings may immediately terminate or suspend the IEP Services being provided to Vendor in the event (i) of Vendor’s violation of the terms of this Agreement, (ii) Inner Workings suspects fraud in connection with the IEP Services, or (iii) a third party supplier of Inner Workings terminates or suspends provision of any services that are material to Inner Workings delivering the IEP Services to Vendor.
6. Use of Data. Vendor consents to Provider’s and Inner Workings’ use of Connected Account data to perform the IEP Services and for other uses in accordance with the Master Agreement and Provider’s privacy policy, which privacy policy is maintained at https://www.gopinata.com/privacy.
7. Liability. In addition to and not in lieu of the limitation of liability provisions contained in the Master Agreement, Inner Workings is liable to Vendor for all amounts received by Inner Workings as Vendor’s agent pursuant to Section 1 above. In the event of any disagreement or discrepancy regarding the amount of the invoice issued by Vendor to its customer, Vendor agrees to address such disagreement or discrepancy directly with Vendor’s customer. In no event shall Provider be liable to Vendor for any failure by Vendor’s customer to pay an invoice to Provider on behalf of Vendor on or before the due date of such invoice. If Vendor’s customer fails to pay an invoice when due, any fees, penalties or late payments that may be assessed by Vendor shall be assessed directly to Vendor’s customer.
8. Indemnification. In addition to the indemnification obligations under the Master Agreement, Vendor shall indemnify and hold harmless Provider, including its officers, directors, owners, affiliates, assigns, employees, agents and representatives, from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines penalties, costs and expenses, reasonable attorneys' fees, arbitration fees, mediation fees, expert expenses, amounts paid under a settlement agreement approved by Vendor in writing, and all other consequences of every kind, directly or indirectly resulting from (a) Vendor’s breach of this Agreement or, if applicable, the Connected Account Agreement, or (b) third party claims by Customer(s) involving amounts invoiced by Vendor to Customer(s).
9. Force Majeure. In addition to the terms of the force majeure provision under the Master Agreement, Provider will not be liable for any delays in receiving, delivering or processing payments caused by telecommunications failures, utility failures, equipment failures, nonperformance of Provider’s vendors or suppliers, or any other event over which Provider has no reasonable control.
10. Entire Agreement. This Agreement, including all documents incorporated herein, together with the Master Agreement, constitute the entire agreement between the parties.
11. ELECTRONIC ACCEPTANCE: BY ACCEPTING THIS AGREEMENT, VENDOR AGREES TO BE BOUND BY ITS TERMS AND AGREES THAT THE TERMS CONSTITUTE AN AGREEMENT THAT IS ENFORCEABLE AGAINST VENDOR. PINATA’S RECORD OF VENDOR’S ACCEPTANCE WILL BE TREATED, FOR PURPOSES OF VALIDITY, ENFORCEABILITY AS WELL AS ADMISSIBILITY, THE SAME AS WRITTEN SIGNATURES.