LEGAL DOCUMENTATION

Dwolla Developer Terms of Service

These Dwolla Developer Terms of Service (“Developer Terms”) are a legal agreement between you (“Developer” or “you”) and Dwolla, Inc. (“Dwolla”, “we” or “us”), and apply to your use of the Dwolla application programming interfaces and their related products and services, as set out in further detail at the Dwolla Developer Portal (collectively, the “Dwolla APIs”). The Dwolla APIs allow you to access Dwolla Services through your application, website, or any other implementation of the Dwolla APIs (“Application”). The products and services that you provide to Dwolla users through your Application are referred to herein as “Application Services”.

It is important that you read and understand these Developer Terms as they govern your use of the Dwolla APIs. By accessing or using the Dwolla APIs, you accept and agree to be bound by the Developer Terms. If you are using the Dwolla APIs on behalf of a third party, you represent that you have the authority to bind that third party to the Developer Terms and you understand that your acceptance binds both you and that third party to the Developer Terms. If you do not agree to these Developer Terms, you must immediately stop using the Dwolla APIs.

We may amend these Developer Terms at any time by posting a revised version on any of our websites that we maintain for the purposes of providing the Dwolla Services. Amended Developer Terms are effective at the time we post them and your continued use of the Dwolla APIs constitute your acceptance of any amended Developer Terms. We may provide you with notice regarding upcoming Developer Terms changes by email. Capitalized terms used in these Developer Terms not otherwise defined herein have the meanings assigned to them in the Dwolla Terms of Service, which are incorporated herein by reference.

1. Developer eligibility.

   1. Dwolla account required. To deploy an Application in production, you must have a full Dwolla account that you opened on the Dwolla website at www.dwolla.com or in the Dwolla mobile application, and which is governed by the Dwolla Terms of Service. Your Dwolla account must not be suspended or in any other restricted state.
   2. Risk review. For the purposes of reviewing the risk associated with your Dwolla account and/or your use of the Dwolla APIs, Dwolla may request at any time, and you agree to provide, any information about your business, operations, or financial condition. Dwolla reserves the right to reassess your eligibility to use the Dwolla APIs based on such information and our confidential risk management policies.

2. Integration requirements.

   1. API credentials. Dwolla will provide you with API credentials that allow you to access and use authorized Dwolla APls, which may include a production and/or Sandbox Environment application key, secret, or token specific to you (“API Credentials”). The API Credentials are Confidential Information (as defined in Section 7 below) and are property of Dwolla. You are prohibited from selling, transferring, sublicensing, or disclosing your API Credentials or other Dwolla credentials to any third party, other than a service provider performing services on your behalf. You understand and agree that you are liable for any actions performed using your API Credentials or other Dwolla credentials. Any access or attempt to access a Dwolla API must comply with the integration requirements, specifications, and guidelines set out in the Dwolla Developer Portal documentation, as may be updated by Dwolla from time to time (“Developer Documentation”). Do not misrepresent your identity or your Application’s identity when using the Dwolla APIs. Dwolla may revoke your API Credentials for any reason in Dwolla’s sole discretion upon notice to you.
   2. Security of API Credentials. You are solely responsible for maintaining adequate security and control of any API Credentials or other Dwolla credentials issued to you by Dwolla.
   3. Compliance. You must integrate and use the Dwolla APIs in compliance with these Developer Terms, the Dwolla Terms of Service, the Developer Documentation, any other agreements that you have entered into with Dwolla, and all applicable laws, rules, and regulations. Your Application must not enable or perform any of the activities set out in Section 7.1 of the Dwolla Terms of Service (Restricted Activities). Dwolla may require you to modify your Dwolla API integration and/or user experience if it does not comply such requirements, or may limit, suspend, or terminate your access to the Dwolla APIs, upon notice to you.
   4. Accuracy of information. All information that you submit to Dwolla in connection with your use of the Dwolla APIs must be accurate and complete. This includes the following: (i) information you submit directly to Dwolla or in response to a request from Dwolla for information, (ii) information you submit to a Dwolla API, and (iii) information you provide to a Dwolla user or any other third party in connection with your use of the Dwolla APIs.
   5. Dwolla API updates. Dwolla may update or modify the Dwolla APIs from time to time, in our sole discretion (“Update”), and such Updates may affect your existing Dwolla integration. Dwolla may require you to use an updated version of a Dwolla API and to make any required changes to your Application as a result. Dwolla may change or discontinue any Dwolla APIs, impose limits on certain features of the Dwolla APIs, or restrict access to all or part of the Dwolla APIs, upon notice to you.
   6. Costs. You are solely responsible for your costs and expenses related to your integration and use of the Dwolla APIs, including those associated with any required modifications due to an Update.
   7. System load. You must not exceed or circumvent any limitations communicated to you by Dwolla regarding access, calls, and use of the Dwolla APIs. Your use of the Dwolla APIs must not be unreasonable or excessive, and must not overload the Dwolla system.
   8. Sandbox Environment. You may use the test environment that Dwolla provides at uat.dwolla.com to test your integration (“Sandbox Environment”). Only test data may be submitted or uploaded to the Sandbox Environment. You are prohibited from using real financial data in the Sandbox Environment, such as financial data that belongs to a real individual or entity including yourself. You are prohibited from using real personal data that you do not own or control in the Sandbox Environment, such as personal data that belongs to a real individual or entity other than yourself. Dwolla will not monitor or validate any data submitted or uploaded to the Sandbox Environment. None of the transactions made in the Sandbox Environment are real and no real money will be transferred. Dwolla has no obligation to maintain test data in the Sandbox Environment and may delete any or all test data at any time without notice to you. Dwolla does not guarantee the functionality, availability or uptime of the Sandbox Environment.
   9. Dwolla support for Developers. You may access integration support for the Dwolla APIs in our Developer Help Forum. Dwolla may discontinue provision of the Developer Help Forum at any time in its sole discretion, upon notice to you.

3. Application requirements.

   1. Developer agreement with Dwolla users. You must have a Dwolla user’s express consent to provide your Application Services to them. You are solely responsible for providing your Application Services in accordance with any agreement you may have with a Dwolla user. Dwolla is not responsible for any Application Services that you provide, including any goods or services that you may sell. If your Application allows Dwolla users to buy or sell goods and/or services, you must publish a refund policy and comply with and enforce compliance with that policy.
   2. Dwolla user’s express consent required. You must obtain express consent from a Dwolla user for the specific activities that you will undertake on their behalf. You understand and agree that when a Dwolla user grants certain OAuth permissions or “scopes” to your Application with respect to their Dwolla account, this does not constitute express consent for the activities listed below. You must obtain a Dwolla user’s express consent before:
      1. Conducting any activity using the Dwolla APIs for, on behalf of, or for the benefit of the Dwolla user;
      1. Using any data obtained from a Dwolla user;
      1. Accessing any data that a Dwolla user has not given to you or for which the Dwolla user has withdrawn consent to your use;
      1. Initiating any activity for which the Dwolla user has not given you express consent or for which the Dwolla user has withdrawn express consent; or
      1. Attempting any of the above.
   3. Dwolla user’s ability to withdraw consent. You must provide a Dwolla user with an easily accessible method of withdrawing any previously provided consent via your Application and you must promptly comply with the Dwolla user’s request(s).
   4. Developer customer support and dispute resolution for Dwolla users. You are responsible for providing all customer support and dispute resolution for your Application Services and, if applicable, for any goods or services that are sold via your Application. Your customer support policy and contact information must be easily accessible in your Application.
   5. Prohibitions. You are prohibited from:
      1. Using the Dwolla APIs for any illegal, unauthorized, fraudulent, unlawful, deceptive, or abusive purposes or in any manner intended to harm a Dwolla user, Dwolla, or any third party;
      1. Circumventing Dwolla’s rules, policies, or intended limitations for any feature of the Dwolla APIs, as set out in these Developer Terms, the Dwolla Terms of Service, the Developer Documentation, or any other requirements communicated to you by Dwolla;
      1. Using the Dwolla APIs in a manner inconsistent with the Developer Documentation;
      1. Interfering with, modifying, disrupting or disabling functionality of any Dwolla API; and
      1. Attempting any of the above.
   6. Dwolla user compliance. Your Application must not enable or encourage a Dwolla user to violate any applicable Dwolla terms or applicable laws. You must also take commercially reasonable steps to ensure that a Dwolla user’s activities using your Application Services do not violate any applicable laws or Dwolla terms. If you detect illegal, fraudulent, deceptive, or otherwise suspicious activity associated with a Dwolla user, notify Dwolla at support@dwolla.com.

4. Payment requirements.

   1. Clearly disclose funding source. If your Application allows a Dwolla user to choose different funding sources or set a funding source prior to payment, you must clearly and conspicuously disclose the funding source for any given payment before the Dwolla user authorizes the payment.
   2. Clearly disclose your fees. You are solely responsible for disclosing any fees that you charge a Dwolla user in connection with your Application. Before you charge any fee to a Dwolla user, you must clearly communicate the fee and its payment terms to the Dwolla user and obtain the Dwolla user’s express consent to charge the fee.
   3. Clearly disclose purchase terms. If your Application allows a Dwolla user to buy goods or services, your Application must clearly identify and disclose the goods or services being purchased, the purchase price, and the payment schedule, if any. If your Application allows peer to peer payments, it should include a memo field for noting the purpose of the payment.
   4. Requirements for one-time scheduled and recurring payments. If your Application allows a Dwolla user to authorize a one-time scheduled or recurring payment, you must:
      1. Clearly disclose the payment amount(s), payment schedule, and any relevant payment terms to the Dwolla user;
      1. Clearly disclose to the Dwolla user that they have the right to receive advance notice of the amount and date of each payment that will occur in the future at least ten (10) days before the payment is initiated. You may offer the option to receive advance notice only for payments that exceed a specified dollar range;
      1. Clearly disclose the funding source for the payment or the series of payments or give the Dwolla user the opportunity to choose the funding source before each payment is initiated;
      1. Obtain the Dwolla user’s express consent for the payment(s) after disclosing all items set out in (a) through (c) above;
      1. Provide the advance payment notice(s) to the Dwolla user set out above in (b) above; and
      1. Clearly disclose in your user-facing terms and provide a readily accessible method for the Dwolla user to cancel one or more payments, and you must comply with any such cancellation request.

5. Privacy and data security.

   1. Developer privacy policy. You must publish and comply with a privacy policy that is prominently displayed and readily accessible from every Application from which your Application Services can be accessed, i.e. if a Dwolla user can access your Application Services from both a website and a mobile application, you must make your privacy policy available on both the website and in the mobile application. Your privacy policy must comply with applicable privacy laws and must clearly explain what data you collect, how you will use it, how you will share it with Dwolla and other third parties, and how you will store it.
   2. Collection of data. Your collection of Dwolla user data must be limited to that which you need to provide your Application Services that are enabled by the Dwolla APIs. You are prohibited from collecting, capturing, using or storing: (a) a Dwolla account login password, (b) a Dwolla user’s online banking credentials, and (c) a Dwolla user’s online banking security questions and answers.
   3. Use of data. You must obtain a Dwolla user’s express consent to use their data for the purposes of providing your Application Services to them, including those enabled by the Dwolla APIs. You understand and agree that you must also obtain express consent from a Dwolla user before using their data for any purpose other than providing your Application Services. You are prohibited from using Dwolla user data for any purpose other than the purpose(s) for which they provided the data. You understand and agree that you may only use data that you receive via any Dwolla API in accordance with these Developer Terms, the Developer Documentation, and any other applicable Dwolla terms or policies. Your collection, use, and storage of Dwolla user data must comply with any requirements that Dwolla may communicate to you from time to time. You are prohibited from selling, transferring, sublicensing, and/or assigning any interest in any data that you access via the Dwolla APls. You acknowledge that you are solely responsible for your use and your Application’s use of any Dwolla user data. You are prohibited from using Dwolla user data to send unsolicited communications or engage in marketing or other sales activities.
   4. Protection of data. You are fully responsible for the security of data in your Application or otherwise in your possession or control. You must use commercially reasonable efforts to protect Dwolla user data collected by your Application from unauthorized access or use and you must comply with breach notification requirements in the event of any unauthorized access or use of such data, as required by applicable law.
   5. Compliance with privacy and data security requirements. You agree to comply with all applicable laws and rules in connection with your collection, storage, use, and transfer of any Dwolla user data in your Application and/or system. You must also comply with any privacy or data security requirements communicated to you by Dwolla. Dwolla may request information regarding your privacy or data security practices at any time and you must provide such information within the time frame specified by Dwolla.
   6. Use and security of Access and Refresh Tokens. Dwolla may issue you or your Application access tokens and refresh tokens that identify and give a Dwolla account or your Application the ability to access different resources via the API (“Access and Refresh Tokens”). All Access and Refresh Tokens are Confidential Information (as defined in Section 7 below) and are property of Dwolla. You are prohibited from selling, transferring, sublicensing, or disclosing your Access and Refresh Tokens to any third party. You understand and agree that you are liable for any actions performed using your Access and Refresh Tokens. Any access or attempt to access resources via the API using your Access and Refresh Tokens must comply with the Developer Documentation. Dwolla may revoke your Access and Refresh Tokens for any reason in Dwolla’s sole discretion upon notice to you. You must also comply with any request from Dwolla users to discontinue use of any Access and Refresh Tokens associated with their Dwolla accounts. You are solely responsible for maintaining adequate security and control of any Access and Refresh Tokens issued to you or your Application by Dwolla.
   7. PIN storage. If your Application allows a Dwolla user to store their Dwolla account PIN with your Application, you must comply with the following requirements:
      1. Before collecting and storing the Dwolla user’s PIN, you must clearly explain to the user how your Application with store and use the PIN, and obtain the Dwolla user’s express consent for such storage and use.
      1. Stored PINs must be encrypted with AES-256 CBC or GCM.
      1. You are prohibited from sharing, transferring or otherwise distributing a Dwolla user’s PIN to any third party.
      1. Your Application may only transmit PINs via TLS.
      1. You must provide a method for a Dwolla user to request that you stop storing their PIN and clearly explain to users how to make such a request. If a Dwolla user makes such a request, you must immediately remove all instances of the stored PIN from your Application and system.
      1. Dwolla may require you to remove a Dwolla user’s PIN from your Application and system and you must immediately comply with any such request.

6. Intellectual property.

   1. Licenses to you.
      1. APIs. Dwolla grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and integrate the Dwolla APIs, including all Updates, into your Application in order to provide Dwolla API-enabled services to your Application’s users, in accordance with these Developer Terms (“API License”). This API License may be immediately revoked or terminated by Dwolla if you breach these Developer Terms or if you share your API Credentials with any third party, other than a third party service provider who needs such information in order to perform services for you.
      1. Marks. Dwolla grants to you limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Dwolla’s trade names, trademarks, logos, and domain names (the “Dwolla Marks”) to publicize your Application’s integration of the Dwolla APIs and the services enabled by your integration. You must not: (i) misuse the Dwolla Marks, (ii) use them in any harmful or disparaging manner, (iii) use the Dwolla Marks to create a false sense of endorsement, sponsorship, or association with Dwolla, (iv) make any statement that misrepresents your relationship with Dwolla, or (v) make any statement that suggests partnership with, sponsorship by, or endorsement by Dwolla, without Dwolla’s prior written approval. All use of the Dwolla Marks and any goodwill associated with the Dwolla Marks will inure to the benefit of Dwolla. You are prohibited from using the Dwolla Marks except as expressly authorized herein without Dwolla’s prior written consent. If Dwolla determines, in its sole discretion, that your use of the Dwolla Marks violates this requirement, you will be required to cease your use of the Dwolla Marks, upon notification by us.
   2. License to Dwolla. You grant to Dwolla a paid-up, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable license to use your company and/or product name, your Marks, and your Application’s content and/or images to publicize your Application, your Application’s integration of the Dwolla APIs, and the services enabled by your integration, in any medium, whether online, oral, written, electronic, in print, or through any other means of communication.
   3. Ownership. Dwolla is the exclusive owner of and retains all right, title and interest to the Dwolla APIs; the Dwolla network and system and all modifications, enhancements, upgrades and updates thereto; the Dwolla Marks; and all intellectual property rights therein and thereto (collectively, the “Dwolla IP”). You retain all rights, title and interest in the intellectual property of the portions of your Application that do not include the Dwolla APIs or any other Dwolla IP. There are no implied licenses under these Developer Terms. Except as set out in these Developer Terms, you will not acquire any rights in the foregoing and you will not copy, transmit, transfer, modify or create derivative works, reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Dwolla IP, nor permit or authorize any third party to do any of the foregoing. The licenses described in this Section 6 will terminate automatically upon termination of these Developer Terms.
   4. Feedback. We may use any feedback you provide to Dwolla about the Dwolla APIs without any obligation to you (“Feedback”). You grant Dwolla all rights, title and ownership of such Feedback, including all intellectual property rights therein. You will not acquire any rights or licenses in the Dwolla APIs or in any Dwolla IP through your provision of Feedback to Dwolla.

7. Confidentiality.

   1. Definition. “Confidential Information” means any non-public information communicated by Dwolla to you in connection with these Developer Terms which is marked or declared as “Confidential” or “Proprietary” or if not so marked or declared, should be reasonably understood from the context of disclosure or from the information itself, to be confidential. Dwolla’s Confidential Information also includes: (i) Dwolla user data and any other data that you access via a Dwolla API; and (ii) API Credentials and any other Dwolla credential information, including passwords and PINs.
   2. Obligation. You must maintain the confidentiality of Confidential Information and not use it for any purpose other than solely as required and necessary to perform your obligations under these Developer Terms. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you must immediately notify Dwolla. Your obligation to maintain the confidentiality of Confidential Information will survive the termination of these Developer Terms.

8. Indemnification.

   You agree to defend, indemnify and hold harmless Dwolla, its officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs, or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of these Developer Terms, the Dwolla Terms of Service, the Developer Documentation, or any other applicable Dwolla terms or policies; (b) your access or use of the Dwolla APIs; (c) your negligence or misconduct; and/or (d) your actual or alleged violation of any Dwolla user’s or other third party rights or any applicable laws, regulations, or rules.

9. Termination.

   You may stop using the Dwolla APIs at any time. Even if you stop using the Dwolla APIs, these Developer Terms remain effective until they are terminated by either party as follows:
   1. By you. You must notify Dwolla in writing at notices@dwolla.com and immediately stop accessing the Dwolla APIs.
   2. By Dwolla. Upon notice to you, Dwolla may, without liability or other obligation to you, terminate or suspend these Developer Terms and/or remove your access to any or all of the Dwolla APIs at any time in its sole discretion, for any reason, including, but not limited to:
      1. You or your Application violates these Developer Terms, the Dwolla Terms of Service, the Developer Documentation, any other agreement you have entered into with Dwolla, or any applicable laws, rules or regulations;
      1. Dwolla determines in its sole discretion that you or your Application poses an unacceptable risk to Dwolla, including but not limited to, legal, financial, or brand risk;
      1. Your Dwolla Account is suspended; or
      1. You fail to pay Dwolla any amounts due under any agreement that you have entered into with Dwolla.
   3. Effect of Termination. Upon termination of these Developer Terms, (i) you must immediately stop using all Dwolla APIs; (ii) you must immediately destroy all Dwolla Confidential Information and Dwolla user data; (iii) you will remain liable for any existing liabilities under these Terms; and (iv) all licenses under these Developer Terms will immediately terminate.

10. General terms.

    1. No warranty. EXCEPT AS SPECIFICALLY SET FORTH IN THESE DEVELOPER TERMS, THE DWOLLA APIS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THESE DEVELOPER TERMS, DWOLLA MAKES NO REPRESENTATION OR WARRANTY THAT THE DWOLLA APIS WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.
    2. Limitation of liability. IN NO EVENT WILL DWOLLA BE LIABLE TO DEVELOPER OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THESE DEVELOPER TERMS, OR (ii) DEVELOPER’S USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE DWOLLA APIS, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER DWOLLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
    3. Assignment. Developer may not transfer, assign, or delegate these Developer Terms or any of its rights, obligations, or duties hereunder. Dwolla may transfer or assign these Developer Terms or any of its rights, obligations, or duties hereunder at any time.
    4. Independent contractor relationship. Developer and Dwolla are independent entities, and these Developer Terms do not create any partnership, agency, or employment relationship between Developer and Dwolla. Each party may not and may not attempt to represent, warrant, or obligate the other party to any commitment with any third party.
    5. Force majeure. Dwolla is not responsible for any failure to perform its obligations under these Developer Terms during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, weather, fire, flood, earthquake, war, embargo, strike, riot, civil unrest, acts of terrorism, or the intervention of any government entity.
    6. Notices. All notices to Dwolla will be sent by email to notices@dwolla.com unless otherwise set out in these Developer Terms. All notices to you will be sent by email to the address listed in your Dwolla account.
    7. Governing law; Waiver of jury trial. These Developer Terms will be construed in accordance with, and governed by, the laws of the State of Iowa, without regard to its conflict of laws principles. The parties waive any right to a jury trial in any judicial proceeding involving any claim relating to or arising under these Developer Terms.
    8. Taxes. local governmental entity with respect to the net income such party recognizes in connection with these Developer Terms and, in the case of Developer, the sale of Developer’s products and services. Developer acknowledges that Dwolla may have reporting requirements to the Internal Revenue Service in connection with payments for goods or services under these Developer Terms.
    9. Third party beneficiaries. These Developer Terms are intended for the exclusive benefit of the parties and not intended to benefit any third party.
    10. Miscellaneous. These Developer Terms, the Dwolla Terms of Service, the Developer Documentation, and any applicable Dwolla agreements that you have entered into, constitute the entire agreement between the parties. To the extent that the terms of the Developer Terms conflict with the Dwolla Terms of Service, with respect to your use of the Dwolla APIs, these Developer Terms will control. To the extent that the terms of any agreement that you have entered into with Dwolla governing the use of a specific API or set of APIs (“API Agreement”) conflicts with these Developer Terms, with respect to your use of that specific API or set of APIs, the API Agreement will control. Any agreement to modify or amend these Developer Terms must be agreed to in writing by the parties. Any failure of Dwolla to enforce any right or provision of these Developer Terms will not constitute a waiver of such right or provision. If any provision of these Developer Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect. All provisions of these Developer Terms, the Dwolla Terms of Service, and the Developer Documentation that by their nature are intended to survive termination or expiration of these Developer Terms will survive termination or expiration of these Developer Terms for any reason.