Heru Inc. Third-Party Financing Addendum
Last update: December 2025
1.1 Financing Arrangement: Customer will obtain financing (the “Loan”) for the purchase of the Product(s) from the third-party lending institution set forth on the Confirmation Document (“Lender“). All billing, invoicing, and payment collection related to the Loan shall be managed directly by Lender and not Heru. Heru is not a party to the financing arrangement and has no obligations or liability to Customer under the loan agreement (“Loan Agreement”), which is solely between Lender and Customer.
1.2 Ownership Upon Closing: Upon receipt of full payment for the Product, ownership of the Product shall transfer immediately to Customer. Customer acknowledges that it shall own the Product subject to Lender’s security interest as set forth in the loan agreement with the Lender. Customer acknowledges and agrees that its purchase or possession of any Product conveys only physical ownership of the tangible item and does not grant, assign, or transfer any intellectual property rights in or to the Product, including any copyrights, trademarks, trade secrets, patents, designs, software, or other proprietary rights. All such intellectual property rights, whether embodied in the Product or otherwise used in connection with it, are and will remain exclusively owned by Heru and its licensors. Except for the limited rights expressly granted under the Terms and this Addendum, no rights or licenses are granted to Customer by implication, estoppel, or otherwise.
1.3 Payment to Heru: Customer is required to secure a Loan for the total purchase price of the Product as stated in the Confirmation Documents less the activation fee (“Activation Fee”). Customer may not finance the Activation Fee and is responsible for paying the Activation Fee directly to Heru. The Customer must ensure that the total amount due to Heru under the Confirmation Agreement (the “Outstanding Balance”) is paid directly by Lender to Heru.
1.4 Financing Terms Governed by Lender: All terms of the financing arrangement, including but not limited to interest rates, repayment schedules, prepayment provisions, default provisions, and security interests, shall be governed exclusively by the loan documents between Customer and Lender. Heru makes no representations or warranties and has no obligations regarding such terms.
1.5. Suspension: Heru retains the right to immediately suspend Customer’s right to access and use the Product without notice to Customer if Customer or Lender fails to timely make any payment due hereunder. Heru bears no responsibility or liability to the Customer or Lender in the event of any suspension resulting from a missed or late payment.
2. Customer Liability and No Return Policy.
2.1 Liability to Lender: Customer acknowledges and agrees that it is fully liable to Lender for repayment of the Loan, regardless of whether Customer continues to use the Product, whether the Product remains operational, whether Customer’s business circumstances change, or whether this Addendum terminates.
2.2 No Return Right: Customer expressly acknowledges that there is no right to return the Product to Heru under any circumstances once ownership of the Product has transferred to Customer. The Product is sold on an “as-is, where-is” basis. All payments made prior to termination are non-cancellable and non-refundable.
2.3 Independent Obligations: Customer’s obligations to Lender are independent of any obligations Heru may have under this Addendum or any other agreement. Customer may not offset, reduce, or withhold any payment to Lender based on any claim against Heru.
3. Regulatory Compliance
3.1 Lender Authorization: Customer expressly authorizes Lender to process payments in accordance with the Loan Agreement. Customer acknowledges that payment authorization flows from Customer to Lender, not through Heru.
3.2 Financing Disclosures: Customer acknowledges receiving all required disclosures under federal and state lending laws, including but not limited to Truth in Lending Act (TILA) disclosures, from Lender. Heru is not responsible for providing such disclosures.
4. Term and Termination
4.1 Term: This Addendum will become effective on the Addendum Effective Date and will remain in effect for so long as there is a Confirmation Document outstanding for any Product that Customer is financing under this Addendum. Termination of this Addendum will not result in termination of the remainder of the Terms and the Terms will continue to govern the Parties’ rights and obligations, unless expressly stated otherwise.
4.2 Termination. Heru may immediately terminate this Addendum upon written notice if Customer materially breaches any obligation under this Addendum or the Terms, becomes insolvent, files for bankruptcy, has a bankruptcy petition filed against it, or has a receiver or similar officer appointed over its assets. Termination under this Section shall be without prejudice to any other rights or remedies available to Heru.
5. Optional Trial Period
5.1 Trial Election: Customer may elect to participate in a trial period by paying an upfront Activation Fee as set forth in the Confirmation Document.
5.2 Trial Period Duration: Unless otherwise set forth in the Confirmation Document, the trial period shall be thirty (30) days from the date of Product delivery to Customer (“Trial Period“). Customer may terminate the Confirmation Document and this Addendum during the Trial Period for any reason.
5.3 Refund Option: If Customer notifies Heru in writing within the Trial Period of its decision not to continue with the program, Heru shall refund the Activation Fee in full within 15 business days of receiving the Product back in Acceptable Condition pursuant to Section 6.6.
5.4 Credit Against Purchase: If Customer elects to purchase the Product using third-party financing, Customer must notify Heru in writing prior to the end of the Trial Period. In this case, Customer must take out a Loan equal to the Outstanding Balance.
5.5 Requirement to Purchase: If Customer does not provide written notice of cancellation within the Trial Period or does not return the Product to Heru in accordance with Section 5.6, Customer must purchase the Product and immediately pay the Outstanding Balance to Heru, regardless if Customer is able to secure a Loan or not.
5.6 Product Return: If Customer does not wish to purchase the Product after the Trial Period, Customer shall return the Product to Heru within 15 days of the end of the Trial Period in Acceptable Condition. Customer shall be responsible for all shipping, packaging, and insurance costs.
6. Limitation of Liability and Disclaimers
6.1. Liability. Any claims brought under this Addendum will be subject to the terms and conditions, including but not limited to the exclusions and limitations set forth in the Terms.
6.2. Customer Responsibility for Use of the Products. Customer is responsible for all decisions made and actions taken based on Customer’s use of the Product and for ensuring such use complies with applicable law and Documentation. Customer irrevocably waives any claim it may have against Company to the extent such claim arises from Customer’s manner of use of the Product (including configuration, integration, and operation), and not from any defect in the Product or Company’s breach of its obligations under the Terms.