LEGAL DOCUMENTATION

Dwolla Transfer Terms of Service

The Dwolla Transfer Terms of Service (“Terms”) are a legally binding agreement between you and Dwolla, Inc. (“Dwolla”), and apply to your use of a Dwolla account, the Dwolla Transfer service, and any related Dwolla products and services (together the “Transfer Services”). Funds transfers for the Transfer Services are performed by Veridian Credit Union (the “Financial Institution Partner”) based on instructions issued through the Dwolla software platform. Dwolla’s actions in connection with funds transfers are done on behalf of and as an agent of our Financial Institution Partner.

By accessing or using the Transfer Services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately stop using the Transfer Services. If you previously accepted the Dwolla Terms of Service when you opened a Dwolla account, you and Dwolla agree that those terms are terminated for that Dwolla account and replaced in their entirety by these Terms, when you accept and agree to be bound by these Terms for that Dwolla account. We may amend these Terms at any time by posting a revised version on dwolla.com or any other website we maintain for purposes of providing the Transfer Services. Amended Terms are effective at the time we post them and your continued use of the Transfer Services constitutes your acceptance of any amended Terms. We may provide you with notice regarding upcoming Terms changes by email.

1. Using the Transfer Services.

   1. Dwolla provides a software platform. The Dwolla software platform gives you the ability to send and receive electronic payments to other Dwolla users. All funds transfer services are provided by our Financial Institution Partner, as Dwolla does not receive, hold, or transmit funds. Dwolla provides the software platform that allows you to send funds transfer instructions to our Financial Institution Partner. Any funds recorded as balance in your Dwolla account (“Dwolla Balance”) are held in one or more pooled holding accounts held by our Financial Institution Partner (“Holding Account”). THE FUNDS HELD IN A HOLDING ACCOUNT ARE NOT ELIGIBLE FOR INDIVIDUAL INSURANCE AND MAY NOT BE ELIGIBLE FOR SHARE INSURANCE OFFERED BY THE NATIONAL CREDIT UNION SHARE INSURANCE FUND. IN THE EVENT OF A FINANCIAL INSTITUTION PARTNER RECEIVERSHIP, YOU MAY LOSE VALUE.
   2. Accuracy of information. When you register for the Transfer Services, you are required to provide Dwolla with information that allows us to verify your identity, including but not limited to: a valid US physical address (not including P.O. Boxes or commercial mail receiving agencies), phone number, bank or credit union account information, a copy of your photo identification, and your tax identification or social security number. You agree to provide true and accurate information to Dwolla and keep this information updated at all times. You must also provide an accurate and up to date email address in order to receive communications from Dwolla electronically.
   3. Authentication. You may be required to provide additional information or documentation to allow Dwolla to verify your identity and/or your account information. Dwolla may also verify your information against third party databases or other sources and you authorize Dwolla to make such inquiries.
   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. You are also responsible for maintaining adequate security and control of your Dwolla login information, password, and PIN, and ensuring that your employee(s) and/or agent(s) comply with this security requirement and these Terms. If you share your Dwolla credentials with any other entity, you are responsible for all Dwolla activity conducted by that entity, regardless of whether or not you authorized the activity.
   5. Authorization to debit your linked bank or credit union account. If you link a bank or credit union account to your Dwolla account, the bank or credit union must be a state or federally-chartered institution in the US. When you make a payment that is funded by your bank or credit union account, you authorize Dwolla and our Financial Institution Partner to initiate an electronic transfer from your linked bank or credit union account in the amount you specify. You are solely responsible for complying with any terms set by your bank or credit union with respect to your bank or credit union account, including any fee terms, such as non-sufficient fund or overdraft fee terms. If you are entitled to a Reversal (as defined in Section 3), refund, or other adjustment associated with a payment you made using the Transfer Services, you also authorize Dwolla and our Financial Institution Partner to credit your linked bank or credit union account to complete that transaction.
   6. Automated Clearing House clearing times. If you link a bank or credit union account to your Dwolla account, you may add funds to your Dwolla Balance, withdraw money from your Dwolla Balance, or send a payment using your linked bank or credit union account. If you do so, you acknowledge that normal Automated Clearing House clearing times will apply. This means that the funds should generally be available to you or your recipient within 4 business days.
   7. Sending limit. You are limited to sending $10,000.00 per transaction using the Transfer Services. We reserve the right to decrease your sending limit at any time, for any reason.
   8. Business purpose. You agree that you are not using the Transfer Services primarily for personal, family, or household purposes.
   9. USA PATRIOT Act Notice. Important information about procedures for opening a new account under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you register for the Transfer Services, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents.

2. Fees

   1. Transaction fees.
      1. When sending a payment. For each payment that you send, Dwolla will charge you a fee of 0.5% of the transaction amount, with a minimum fee of $0.01, up to a maximum fee of $5.00 (“Sending Fee”). You will not be charged the Sending Fee for: (i) a deposit or withdrawal to or from your linked bank account, or (ii) a payment that fulfills a Payment Request (as defined in this Section 2.1(a)) you received. As used in these Terms, “Payment Request” means a request for payment sent by a Transfer Services user to another Transfer Services user using Dwolla’s payment request feature.
      1. When receiving a payment. For each payment that you receive, Dwolla will charge you a fee of 0.5% of the transaction amount, with a minimum fee of $0.01, up to a maximum fee of $5.00 (“Receiving Fee”). You will not be charged the Receiving Fee for: (i) a deposit or withdrawal to or from your linked bank account, or (ii) a payment received from another Transfer Services user that does not fulfill a Payment Request you sent.
      1. Fees collection authorization. Fees are due at the time of transaction and you expressly authorize Dwolla to charge your Dwolla account and/or linked financial institution account for all fees. 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.
   2. Facilitator Fee. The recipient, such as a seller or a third party facilitating your payment transaction (“Facilitator”) may charge you additional service fees (“Facilitator Fee”) based on their terms and conditions. We recommend that you review Facilitator Fee terms before completing your payment.
   3. Reversal Fee. If a payment that you received is subject to a Reversal as set out in Section 3 (Transaction reversal), you may be charged a fee of $15.00 (“Reversal Fee”).

3. Transaction reversal.

   1. Reversals. Any payment that you receive may be reversed if: (a) the sender requests a reversal of the payment, (b) the sender’s bank or credit union requests a reversal of the payment, or (c) Dwolla determines that a reversal is necessary due risk or security concerns (each a “Reversal”). You are liable to our Financial Institution Partner for the full amount of any payment that you receive that is subject to a Reversal. You are liable to Dwolla for the Reversal Fee, if applied.
   2. Authorization to recover amounts due. You authorize Dwolla to recover any Reversal amounts due to our Financial Institution Partner by debiting your available Dwolla Balance. If you have an insufficient Dwolla Balance, you authorize Dwolla and our Financial Institution Partner to take any of the following actions to recover the remaining amounts from you:
      1. Debit the bank or credit union account(s) linked to your Dwolla account;
      1. Suspend your Dwolla account and require your immediate payment; or
      1. Engage in collection efforts.

4. User conduct.

   1. Restricted activities. You agree that in connection with your use of the Transfer Services and your interactions with Dwolla you will not:
      1. Breach these Terms or any other applicable Dwolla terms or policies that you have accepted;
      1. Provide false or inaccurate information to Dwolla, including identity information;
      1. Engage or attempt to engage in illegal or fraudulent activities;
      1. Engage in transactions involving illegal goods, including but not limited to counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety (including synthetics, “potpourri not for human consumption”, and other similar items)
      1. Engage in transactions involving illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi and/or pyramid schemes, and money laundering;
      1. Engage in transactions involving debt collection services;
      1. Engage in transactions involving escort services;
      1. Engage in transactions involving the purchase, sale, or exchange of Virtual Currency or provide a Virtual Currency marketplace or exchange, where “Virtual Currency” means a regulated medium of exchange that operates like a currency in some environments and does not have all the attributes of real currency;
      1. Engage in transactions involving the purchase and/or sale of lottery tickets;
      1. Provide white label ATM services;
      1. Engage in the following activities without Dwolla’s prior written consent: transactions related to online gambling, or activities regulated by the United States Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN), including money services business activities and payday lending;
      1. Attempt to receive or actually receive duplicate compensation for a disputed payment from the recipient (such as a seller), Dwolla, and/or your bank or credit union; or
      1. Engage in activity that indicates, in the discretion of Dwolla or our Financial Institution Partner, that there may be a high level of risk associated with you or your Transfer Services activity.

5. Your liability and actions we may take.

   1. Your liability. You are responsible for all Reversals, claims, fees, fines, penalties, and other liability incurred by Dwolla, our Financial Institution Partner, other Dwolla users, or third parties arising from your breach of these Terms or your use of the Transfer Services. You agree to reimburse Dwolla, our Financial Institution Partner, other Dwolla users, or third parties for any and all such liability.
   2. Actions we may take. If we determine, in our sole discretion, that you may have breached these Terms, that you or your Transfer Services activity presents risk or security concerns, or if we are unable to verify your identity, the actions we may take include, but are not limited to, the following:
      1. Suspending your access to your Dwolla account and/or the Transfer Services;
      1. Suspending your access to your funds held in the Holding Account for up to 90 days;
      1. Taking action as set out in Section 3 (Transaction reversal) to recover amounts that you owe;
      1. Closing your Dwolla account;
      1. Contacting Dwolla users or third parties who have purchased goods or services from you, contacting your bank, and/or warning other Dwolla users, law enforcement, or other impacted third parties of your actions;
      1. Refusing to provide any Dwolla products or services to you in the future; and
      1. Taking legal action against you.

6. Termination.

   1. By you. You may stop using the Transfer Services at any time. You may also close your Dwolla account at any time, as long as you withdraw your Dwolla Balance, if any.
   2. By us. We may close your Dwolla account or terminate your access to the Transfer Services without liability, for any reason, upon notice to you. Reasons for termination may include, but are not limited to, your violation of these Terms or any other applicable Dwolla terms or policies, Dwolla account inactivity, or Dwolla’s assessment that you pose an unacceptable risk to the Dwolla network. Dwolla also reserves the right to modify or terminate the Transfer Services at any time, for any reason.

7. General terms.

   1. 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 Terms or any other applicable Dwolla terms or policies; (b) your use of the Transfer Services; (c) your negligence or willful misconduct; or (d) your actual or alleged violation of any third party rights or any applicable laws.
   2. 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) THESE TERMS, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE TRANSFER SERVICES, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE TRANSFER 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 FULLEST EXTENT PERMITTED BY LAW.
   3. No warranty. THE TRANSFER SERVICES 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 REPRESENTION OR WARRANTY THAT THE TRANSFER SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
   4. Force majeure. You understand and agree Dwolla will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Dwolla may suspend the Transfer Services and access to your Dwolla account, and our Financial Institution Partner may suspend service and access to funds in the Holding Account.
   5. Assignment. You may not transfer or assign any rights or obligations you have under these Terms. Dwolla reserves the right to transfer or assign any rights or obligations under these Terms at any time.
   6. Governing law; Jurisdiction; Waiver of jury trial. These Terms will be construed in accordance with, and governed by, the laws of the State of Iowa, without regard its conflict of laws principles. You consent to the exclusive jurisdiction of the Superior Court of Polk County and the United States District Court for the Southern District of Iowa. The parties waive any right to a jury trial in any judicial proceeding involving any claim relating to or arising under these Terms.
   7. Taxes. You are liable and solely responsible for all taxes, duties, levies, tariffs, or charges of any kind imposed by any federal, state or local governmental entitiy with respect to the net income you recognize in connection with these Terms. You acknowledge that Dwolla may have reporting requirements to the Internal Revenue Service in connection with your activity conducted under these Terms. 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.
   8. Miscellaneous. These Terms, along with any applicable Dwolla terms and policies that you have agreed to, set forth the entire understanding between you and Dwolla with respect to the Transfer Services. Any failure of Dwolla to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any provision of these Terms held to be invalid or unenforceable under applicable law will be struck, and the remaining provisions will continue in full force and effect. Any terms which by their nature are intended to survive termination, will survive the termination of these Terms for any reason.