LEGAL DOCUMENTATION

This version of Dwolla’s Platform Agreement applies to you if you accepted the Dwolla Platform Agreement on September 14, 2020 or earlier.

Previous Dwolla Platform Agreement

Last Updated: January 8, 2019

This Dwolla Platform Agreement (this “Agreement”) is a legally binding agreement between you and Dwolla, Inc. (“Dwolla”) and applies to your use of the Dwolla Platform Services, as defined in this Agreement.

It is important that you read and understand this Agreement as it governs your use of the Dwolla Platform Services. By accessing or using the Dwolla Platform 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 Dwolla Platform Services.

We may amend this Agreement at any time by providing notice to you, which notice may be provided electronically when you log into www.dwolla.com or any other website Dwolla maintains or by any other reasonable means including, without limitation, email. The amended Agreement is effective at the time we post it and your continued use of the Dwolla Platform Services constitutes your acceptance of any amended Agreement.

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://www.dwolla.com/legal/tos, which are incorporated into this Agreement by reference (the “Dwolla Terms”).

1. Dwolla Platform Services. Dwolla will provide you with the “Dwolla Platform Services”, which include the Dwolla Dashboard functionality (the “Dwolla Dashboard”) and a license to use Dwolla’s application programming interfaces (the “Dwolla APIs”). Dwolla may terminate the Dwolla Platform Services at any time with or without advance notice and makes no guarantees, representations, or warranties with respect to the Dwolla Platform Services.
2. End Users. You may use the Dwolla Platform Services only to send payments to and receive payments from your end users. You may not use the Dwolla Platform Services for any other purpose, including to facilitate payments between your end users. You may create your end users either as “Customers” or “Receive Only Users”.

Customers. A Customer is eligible to send and receive payments using the Dwolla Platform Services and must open a Dwolla account. You must comply with the Dwolla Rules for Customers, which are incorporated in this Agreement by reference, with respect to your Customers and the transfers of funds initiated by and to such Customers using the Dwolla Platform Services (the “Customer Rules”).

1. 1. Receive Only Users. A Receive Only User may only receive payments. You must comply with the Dwolla Rules for Receive Only Users, which are incorporated in this Agreement by reference, with respect to your Receive Only Users and the transfers of funds initiated to such Receive Only Users using the Dwolla Platform Services (the “Receive Only User Rules”).
2. Fees and payment terms.
   1. Fees. Dwolla will charge you the fees listed below for the Dwolla Platform Services.
      

      Fee	Amount
      Transaction Fee	0.5% of the transaction amount, with a minimum fee of $0.05 up to a maximum fee of $5.00 per transaction
      Reversal Fee	$5.00 fee for each Reversal (as defined in Section 5 below)
      Customer Onboarding Fee	$2.00 fee for each Customer you create
      Receive Only User Onboarding Fee	$1.00 fee for each Receive Only User you create

   2. Payment Terms. Transaction Fees are charged at the time of the transaction. All other fees incurred in a calendar month will be charged on or after the 4th business day of the following month. All fees are non-refundable. You expressly authorize Dwolla to charge your Dwolla account and/or linked U.S. financial institution account(s) (each, a “Bank Account”) for all fees, expenses, and other amounts owed under this Agreement. For any fees, expenses and other amounts that are not timely paid, reimbursed or otherwise remitted to Dwolla, Dwolla will charge you a late fee for each month such amount is outstanding, including up to 10% interest on the outstanding balance and any internal costs of collection and attempting to collect the outstanding amount. You will also be liable to Dwolla for all fees and expenses (including reasonable attorney’s fees) that Dwolla incurs in collecting, or attempting to collect, fees, expenses or amounts you owe to Dwolla.
3. Eligibility. To be eligible to use the Dwolla Platform Services, you must be a U.S. business legally organized, in good standing, and with a physical presence in the U.S.
4. Financial Responsibility for Payment Activity. You are responsible for all payment activity initiated using the Dwolla Platform Services, including, without limitation, any fraudulent activity. Any payment you send or receive may be reversed according to Dwolla’s own policies and Applicable Law (each, a “Reversal”). If there are Reversals of any payments initiated using the Dwolla Platform Services, then it is your sole responsibility to make Dwolla and its Financial Institution Partners whole for the full amount of any losses from such Reversals upon request from Dwolla. Your Dwolla account or Bank Account will be automatically debited for the aggregate amount owed by you due to Reversals. In the event there are Reversals, Dwolla reserves the right to terminate this Agreement immediately.
5. Individual Guarantee of Financial Obligations. If you fail to pay any debts, liabilities, obligations, or other amounts owed to Dwolla or its Financial Institution Partners under this Agreement, including, without limitation, any fees owed under Section 3.1 above, amounts owed due to Reversals under Section 5 above, and amounts owed for taxes under Section 23 below (collectively, “Financial Obligations”), then the individual you list as the Controller for your company on the “Uniform Beneficial Ownership” certification form you submit to Dwolla (the “Guarantor”) must guarantee the full and prompt payment of any and all of your Financial Obligations. Dwolla must agree in writing to replace the Guarantor with a different officer of your company. In the event of default of payment by you of your Financial Obligations, Dwolla is not required to exhaust all remedies against you, including filing a lawsuit against you, before enforcing the guaranty and demanding payment from the Guarantor.
6. Transfer times. Subject to any holds placed by the receiving or sending bank or delays due to fraud or compliance reviews, payments initiated using the Dwolla Platform Services will normally, but are not guaranteed to, process in the following time frames:
   1. T+3 to 4 business days for transfers from a Bank Account into your Dwolla account
   2. T+1 to 2 business days for transfers from your Dwolla account into a Bank Account.
7. Bank Accounts. You must attach at least one Bank Account to your Dwolla account, which will be used to pay Dwolla fees and any other amounts owed under this Agreement. To send funds, a Bank Account must be verified using services supplied by Dwolla such as micro deposits or instant account verification.
8. Go Live approval process. Prior to the date that you make Dwolla Platform Services-enabled payment services available to your end users, you must successfully complete Dwolla’s review process and receive Dwolla’s written approval to go live.
9. Representations and Warranties. You represent, warrant, and covenant throughout the term of this Agreement as follows:
   1. Dwolla account required. You are required to open and maintain a Dwolla account governed by the Dwolla Terms, in order to use the Dwolla Platform Services. Your Dwolla account must be a Business Account and must not be suspended or in any other restricted state. You agree that you will not use your Dwolla account nor the Dwolla Platform Services for personal, family, or household purposes.
   2. Compliance. You will at all times comply and conduct your business in compliance with:
      1. All applicable federal, state, and local laws, rules, regulations, and guidance, including, without limitation, those governing payment services, consumer financial protections, information and data security, and privacy (collectively, “Applicable Law”);
      2. This Agreement;
      3. The Customer Rules;
      4. The Receive Only User Rules;
      5. The Dwolla Terms;
      6. Any integration guide, developer documentation and/or any other documentation provided to you by Dwolla or posted on Dwolla’s website, all of which is incorporated in this Agreement by reference (collectively, the “Integration Documentation”); and
      7. Any other additional requirements imposed by Dwolla in its discretion.
   3. Data security. You are responsible for the security of all data in your possession or control and for your compliance with Applicable Law in connection with your data security policies and procedures. You must use commercially reasonable efforts to protect and secure data from unauthorized use or disclosure. If you experience a security breach or compromise of data belonging to any of your end users, you must promptly notify Dwolla and the affected end user(s).
   4. Password security. You are responsible for maintaining adequate security and control of your Dwolla account and credentials, including passwords, PINs, and API credentials. You are responsible for ensuring that your employees, contractors, and agents comply with this security requirement.
   5. Publicity restrictions. You will not permit, issue, or cause the publication of any press release or other public announcement relating to the specific activity and/or services contemplated by this Agreement without Dwolla’s prior written consent.
10. Compliance Responsibilities. For purposes of ensuring that you are performing your compliance responsibilities as required under this Agreement and by Applicable Law, using the Dwolla Platform Services for the purposes described in this Agreement, and not introducing excessive risk into the Dwolla platform:
    1. Dwolla reserves the right to perform any of your obligations under this Agreement on your behalf if you do not or are unable to do so for any reason and such failure may result in a violation of Applicable Law by Dwolla.
    2. Dwolla may request, and you agree to provide, information about your business, operations, funds flow, or integration with the Dwolla Platform Services. Dwolla reserves the right, in its discretion, to reassess your eligibility for the Dwolla Platform Services at any time.
    3. Dwolla will have the rights to audit, examine and otherwise monitor your compliance with this Agreement, and you agree to cooperate fully with any such audit. Upon notice from Dwolla, you will provide to Dwolla or its third party auditor (either, a “Dwolla Auditor”) access to and assistance with, except where prohibited by law: documents, records, reports, or other data, information, or materials compiled, maintained, or otherwise available to the extent related to your compliance with this Agreement. If a Dwolla Auditor determines that you are not in compliance with this Agreement, you will take appropriate action to remedy the non-compliance and will provide Dwolla with evidence of the steps taken to achieve compliance within the time frame set by Dwolla.
    4. Dwolla may terminate this Agreement and/or suspend your use of the Dwolla Platform Services immediately in the event that Dwolla reasonably determines that you have become ineligible to use the Dwolla Platform Services.
11. Termination. Either Dwolla or you may terminate this Agreement at any time by providing the other party with written notice. Upon termination, you will cooperate with Dwolla to complete all pending Dwolla transactions in accordance with this Agreement and the contractual agreement between you and your end users and immediately stop using the Dwolla Platform Services to accept new transactions. Paid fees will not be refunded or prorated upon termination.
12. Confidentiality.
    1. Definition. “Confidential Information” means any non-public information communicated by one party to the other party under this Agreement 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.
    2. Exclusions. Notwithstanding the foregoing, the following types of information will not be included within the definition of Confidential Information: (i) information which, at the time of disclosure, is or was in possession of the receiving party as substantiated in writing; (ii) information which, subsequent to the time of disclosure, enters the public domain without breach of this Agreement; and/or (iii) information that is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, or in response to an inquiry or request of any governmental or regulatory agency or self-regulation organization, provided that, to the extent not prohibited by Applicable Law, notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the receiving party an opportunity to seek a protective order (it being agreed that if the disclosing party is unable to obtain or does not seek a protective order and the receiving party is legally compelled to disclose such information, disclosure of such information may be made without liability).
    3. Obligation. The receiving party must maintain the confidentiality of the disclosing party’s Confidential Information and not use it for any purpose other than solely as required and necessary to perform the receiving party’s obligations under this Agreement. Each receiving party’s obligation to maintain the confidentiality of Confidential Information will survive the termination or expiration of this Agreement for any reason.
13. Intellectual property.
    1. Dwolla APIs License. Dwolla grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and integrate the Dwolla APIs in order to provide payment services to your end users through your integration with the Dwolla APIs within your website and/or mobile application in accordance with this Agreement (“API License”). This API License may be immediately revoked or terminated by Dwolla if you share your API credentials with any third party (other than third party service providers who need such information in order to perform services for you) or if you breach this Agreement.
    2. Marks. Solely in connection with the activities contemplated by this Agreement, each party grants the other party a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for the term of this Agreement to use and display the party’s trade names, trademarks, logos, and domain names (“Marks”) solely for the purpose of identifying each party as the provider of its respective services and for any other purpose with the owning party’s prior written approval. Any uses of a party’s Marks will be in accordance with the owning party’s guidelines and this Agreement. Either party will be entitled to request removal of any use of its Marks if, in its reasonable discretion, the use of the Marks is inconsistent with the owning party’s guidelines or this Agreement.
    3. Ownership. Dwolla is the exclusive owner of and retains all right, title and interest to the Dwolla Platform Services; Dwolla APIs; the Dwolla Dashboard; the Dwolla platform and all modifications, enhancements, upgrades and updates thereto; the Dwolla Marks; and all intellectual property rights therein and thereto (collectively, the “Dwolla IP”). There are no implied licenses under this Agreement. Except as set out in this Agreement, 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.
    4. Application License. You grant to Dwolla a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access your website and/or mobile application in order to test the payment functionality being provided by you to your end users through your integration with the Dwolla Platform Services.
14. Indemnification. You agree to defend and indemnify 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 or breach of this Agreement; (b) your negligence or misconduct; or (c) your violation of Applicable Law.
15. Limited warranty. THE DWOLLA PLATFORM SERVICES, THE DWOLLA APIS, AND THE DWOLLA DASHBOARD ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF 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 PLATFORM SERVICES, THE DWOLLA APIS, OR THE DWOLLA DASHBOARD WILL MEET YOUR REQUIREMENTS OR BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.
16. 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, OR (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE DWOLLA PLATFORM SERVICES, THE DWOLLA APIS, OR THE DWOLLA DASHBOARD, 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 UNDER THIS AGREEMENT EXCEED THE FEES DWOLLA HAS RECEIVED FROM YOU UNDER THIS AGREEMENT DURING THE PRECEDING 12 MONTHS. THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
17. Assignment. You may not transfer, assign, or delegate this Agreement or any of your rights, obligations, or duties under this Agreement without the prior written consent of Dwolla. Dwolla may transfer or assign this Agreement or any of its rights, obligations, or duties under this Agreement at any time.
18. Independent contractor relationship. You and Dwolla are independent entities, and this Agreement does not create any partnership, agency, or employment relationship between you and Dwolla. You may not and may not attempt to represent, warrant, or obligate Dwolla to any commitment with any third party.
19. Force majeure. Dwolla is not responsible for any failure to perform its obligations under this Agreement 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, failure or interruption of public or private infrastructure, or the intervention of any government entity. In the event of such a failure, Dwolla’s obligations will be suspended until Dwolla is able to perform.
20. Notices. All notices to Dwolla must be sent by email to legal@dwolla.com.
21. Governing law; Waiver of jury trial. This Agreement will be construed in accordance with, and governed by, the laws of the State of Iowa, without regard to its conflict of laws principles. You waive right to a jury trial in any judicial proceeding involving any claim relating to or arising under this Agreement.
22. Taxes. You are liable and solely responsible for paying and collecting, as applicable, for 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 you recognize in connection with this Agreement and the sale of your products and services. You acknowledge that Dwolla may 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 the sales of your products and services and/or Dwolla receives an assessment from a taxing authority directly attributable to the sales of your products and services, you will indemnify Dwolla for all taxes, interest, and penalties that may be assessed.
23. Third party beneficiaries. This Agreement is intended for the exclusive benefit of you and Dwolla and not intended to benefit any third party.
24. Miscellaneous. This Agreement, along with the Dwolla Rules, the Dwolla Terms, the Integration Documentation, any exhibits, schedules, or other attachments hereto or thereto, and any documents incorporated herein or therein by reference, constitutes the entire agreement between you and Dwolla and supersedes all other prior or contemporaneous communications between the Parties (whether written or oral) relating to the subject matter of this Agreement; provided, however, that if you previously entered or subsequently enter into a “Dwolla Services Agreement” with Dwolla pursuant to which Dwolla agrees to provide you with “Dwolla Services” including a license to use the Dwolla APIs and/or Dwolla Dashboard (a “Services Agreement”), then such Services Agreement will supersede and amend and replace in its entirety this Agreement.
25. Conflicts. To the extent that the terms of this Agreement conflict with the Dwolla Rules, the Dwolla Terms, or the Integration Documentation, this Agreement will control. To the extent that the terms of the Dwolla Rules conflict with the Dwolla Terms or the Integration Documentation, the Dwolla Rules will control. To the extent that terms of the Integration Documentation conflict with the Dwolla Terms, the Integration Documentation will control. Any failure by Dwolla to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. 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. All provisions of this Agreement, the Dwolla Rules, the Dwolla Terms, and the Integration Documentation that by their nature are intended to survive termination or expiration of this Agreement (including, without limitation, liability of you and the Guarantor for all Financial Obligations) will survive termination of this Agreement for any reasons.
26. Not Construed Against Drafter. You acknowledge that you have read this Agreement, had the opportunity to review it with an attorney of your choice, and voluntarily agreed to all its terms and conditions. Under these circumstances, you agree that the rule of construction that a contract be construed against the drafter will not be applied in interpreting this Agreement and in the event of any ambiguity in any of the terms or conditions of this Agreement, including any exhibits or schedules attached to this Agreement, such ambiguity will not be construed for or against Dwolla or you on the basis that such party did or did not author same.