Dwolla Premium Services Agreement
This Dwolla Premium Services Agreement (“Agreement”) is a legally binding agreement between you and Dwolla, Inc. (“Dwolla”) and applies to your use of the Dwolla Premium Services, as defined in this Agreement.
It is important that you read and understand this Agreement as it governs your use of the Premium Services. By accessing or using the Premium Services, you accept and agree to be bound by this Agreement. If you do not agree to this Agreement, you must immediately stop using the Premium Services.
We may amend this Agreement at any time by posting a revised version on dwolla.com or any other website we maintain for purposes of providing the Dwolla Services. The amended Agreement is effective at the time we post it and your continued use of the Premium Services constitutes your acceptance of any amended Agreement. We may provide you with notice regarding upcoming Agreement changes by email. Capitalized terms used in this Agreement and not otherwise defined will have the meanings assigned to them in the Dwolla Terms of Service located at https://legal.dwolla.com/tos/, which are hereby incorporated into this Agreement by reference.
1. Premium Services. Dwolla will provide Customer the following Dwolla Services (“Premium Services”):
1.1 Next Day Transfers, which allow you to add funds to your Dwolla account from your linked financial institution account in 1 to 2 business days, as set out in further detail on Dwolla’s website.
1.2 An increased Dwolla transaction limit of $20,000. Dwolla reserves the right to reduce your transaction limit at any time upon notice to you, based on Dwolla’s risk review of your Dwolla account.
1.3 You may associate up to 10 funding sources with your Dwolla Account.
1.4 Dwolla “Tier 1” customer support, including a dedicated account manager, developer support, prioritized review and response to your inquiries, and email and phone support.
2. Fees and payment terms. Dwolla will charge you $250 per month for the Premium Services. Fees are due in advance and you expressly authorize Dwolla to charge your Dwolla account and/or linked financial institution account for all fees. If the first month of this Agreement is a partial month, Dwolla will prorate that month’s fees, which will be due and charged upon your acceptance of this Agreement. All fees are non-refundable. You will be liable to Dwolla for all fees and expenses (including reasonable attorney’s fees) that Dwolla incurs in collecting, or attempting to collect, fees you owe to Dwolla.
3. Risk review. For the purposes of reviewing your eligibility for the Premium Services, Dwolla may request at any time, and you agree to provide, any information about your business, operations, and/or financial condition. Dwolla reserves the right to reassess your eligibility for the Premium Services or any other Dwolla Service based on such information and Dwolla’s risk review process. You understand that Dwolla may deny your request to use the Premium Services, may reassess your eligibility even if your initial request is successful, and may modify eligibility standards for the Premium Services as any time.
4. Data and password security. You are responsible for the security of data in your possession or control and you are responsible for your compliance with all applicable laws and rules in connection with your collection of personal, financial, or transaction information on your website(s). You are also responsible for maintaining adequate security and control of your Dwolla Account and Dwolla credentials, including your password and PIN, and ensuring that your employee(s) and/or agent(s) comply with this security requirement and all other terms of this Agreement.
5. Dwolla account type. If your Dwolla account type is a Personal account, you agree that Dwolla may, in its sole discretion, require you to upgrade from a Personal account to a Business, Government, or Non-Profit account, as appropriate, at any time.
6. No warranty. THE DWOLLA SERVICES 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. DWOLLA MAKES NO REPRESENTATION OR WARRANTY THAT THE DWOLLA SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.
7. Indemnification. You agree to defend, indemnify and hold Dwolla, its officers, directors and employees harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your breach of the Dwolla Terms of Service, your use of the Dwolla Services, and/or your negligence or misconduct.
8. Limitation of liability. IN NO EVENT WILL DWOLLA BE LIABLE TO YOU 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) THIS AGREEMENT, (ii) THE DWOLLA TERMS OF SERVICE, OR (iii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE DWOLLA SERVICES, 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. IN NO EVENT WILL DWOLLA’S LIABILITY EXCEED THE FEES DWOLLA HAS RECEIVED FROM YOU DURING THE PRECEDING 12 MONTHS. THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW
9. Assignment. Your may not transfer or assign this Agreement or any of your rights or duties hereunder without Dwolla’s prior written consent. Dwolla may transfer or assign this Agreement or any right or duty under this Agreement at any time.
10. No waiver. Dwolla’s failure or delay to exercise any right under this Agreement will not operate as a waiver of any such right.
11. Governing law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Iowa, without regard to choice of law provisions. You consent to the exclusive jurisdiction and venue of the Superior Court of Polk County and/or the United States District Court for the Southern District of Iowa.
12. Taxes. You are liable and solely responsible for paying for and collecting, as applicable, all taxes, duties, levies or tariffs or charges of any kind imposed by any federal, state or local governmental entity with respect to the net income recognized by you in connection with this Agreement and/or the sale of your products and services. You acknowledge that you and Dwolla may each have reporting requirements to the Internal Revenue Service in connection with payments for goods or services under this Agreement. In the event Dwolla incurs a sales tax liability as a result of your sales of your products and services and/or Dwolla receives an assessment from a taxing authority directly attributable to your sales of your products and services, you will indemnify Dwolla for all taxes, interest, and penalties which may be assessed.
13.1 By you. You may stop using the Premium Services at any time. To terminate this Agreement, please contact Dwolla at email@example.com.
13.2 By Dwolla. Dwolla has the right, in its sole discretion, to suspend the Premium Services or terminate this Agreement immediately in the event that: (1) you fail to pay any undisputed fees by the applicable due date; (2) you fail or are unable to comply with the terms of this Agreement or the Dwolla Terms of Service; or (3) Dwolla determines, in its sole discretion, that you become ineligible for the Premium Services due to the level of risk associated with your Dwolla account or for any other reason.
13.3 Effect of termination. Upon termination, you agree to complete all pending Premium Services transactions and stop initiating new Premium Services transactions. Paid fees will not be refunded or prorated upon termination.
Entire agreement; Amendment; Severability. This Agreement and the Dwolla Terms of Service constitute the entire agreement between the parties and supersede all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. To the extent that the terms of this Agreement conflict with the Dwolla Terms of Service, this Agreement will control. Any agreement to modify or amend this Agreement must be agreed to in writing by the parties. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.