Dwolla User Agreement

Welcome to the Dwolla System. Dwolla, Inc. has developed payment software that is used by a financial institution partner to make it easy for users to send and receive money online without all the fees of traditional systems.

Dwolla, Inc. provides its registered users with access to its software platform, and acts as an agent of a financial institution partner in Dwolla's provision of funds transfer services All actions taken by Dwolla in regards to the transfer of funds are done so on behalf of a financial institution partner.

Although we would love to have a one page terms of service that was comprised of easy-to-read bullet points, unfortunately the realities of the legal world make that nearly impossible. So, please bear with us through all the legalities of this User Agreement-although we couldn't keep it to one page, it is important You read this User Agreement in full and understand the terms and conditions that govern our services.

Table of contents

Terms and Conditions of Service

This User Agreement is effective as of October 22, 2013.

This Dwolla System User Agreement is a binding agreement between You, Dwolla, Inc. and our Financial Institution Partner, which for purposes of this Agreement is Veridian Credit Union. The Financial Institution Partner provides funds transfer services upon instructions issued through the Dwolla software platform. Dwolla, Inc. provides access to Dwolla's software platform and all actions taken in regards to the transfer of funds are on the Financial Institution Partner's behalf. We may modify this Agreement from time to time for any reason, subject to Your renewed agreement by click through or other indication of acceptance. Please read the Agreement carefully, as it may have changed since Your last visit. Unless the context otherwise requires, the capitalized terms used herein shall have the meaning assigned to them in the Definitions section below.

THIS IS AN IMPORTANT DOCUMENT, WHICH YOU MUST CONSIDER CAREFULLY WHEN CHOOSING WHETHER TO USE THE DWOLLA SYSTEM AND THE FINANCIAL INSTITUTION PARTNER'S SERVICES PROVIDED THROUGH THE DWOLLA SYSTEM. PLEASE READ THIS AGREEMENT CAREFULLY. BY REGISTERING FOR, ACCESSING AND USING THE DWOLLA SYSTEM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE DWOLLA SYSTEM.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.

Definitions

The following capitalized terms shall have the indicated meanings:

General

Dwolla provides You with access to its software platform, which allows Dwolla Users to provide instructions to the Financial Institution Partner to send and receive money.

You understand and agree to these important features of Your relationship with Us as a Dwolla User: (1) Dwolla provides funds management software for Dwolla Users on a remote hosted (commonly known as "platform as a service") basis; (2) Dwolla does not receive, hold, or transmit User funds; Dwolla only maintains and manages information associated with User ownership of the funds; (3) the Financial Institution Partner is the entity that provides funds transfer services upon instructions issued through the Dwolla System; and (4) Funds in the Veridian Holding Account are held in a pooled account. THESE FUNDS ARE NOT ELIGIBLE FOR INDIVIDUAL INSURANCE, AND MAY NOT BE ELIGIBLE FOR SHARE INSURANCE BY THE NATIONAL CREDIT UNION SHARE INSURANCE FUND, AND IN THE EVENT OF A VERIDIAN RECEIVERSHIP DWOLLA USERS MAY LOSE VALUE.

The Dwolla System may only be used in connection with United States Financial Institutions: User funds must originate at a United States Financial Institution, and Dwolla will only instruct the Financial Institution Partner to transfer funds to a United States Financial Institution associated with the appropriate Dwolla User.

You may not transfer any rights or obligations that You may have under this Agreement or with respect to any service provided hereunder without Our prior written consent. We reserve the right to transfer any right or obligation under this Agreement or with respect to any service without Your consent.

Representation

Dwolla acts on Your behalf by maintaining records related to Your User Account and by sending information and instructions associated with Your User Account to the Financial Institution Partner. You understand and agree that: (1) You are responsible for the accuracy and validity of all information provided to Us; (2) Your failure to provide accurate and valid information may result in actions taken against Your User Account and access to the Dwolla System by Dwolla, actions taken by the Financial Institution Partner with respect to Your User Account and the funds in the Veridian Holding Account, or other penalties or actions as detailed in this Agreement; and (3) We are not responsible for incorrect or invalid information provided by You through the Dwolla System.

User Conduct

You understand and agree that You will not engage in the following activities:

You understand and agree:

Fees

When You use the Dwolla System to process Your transactions, You will be charged a $0.25 fee per transaction for all transactions over $10. Any transaction under and including $10 will not be charged a fee. If another Dwolla User (a third party) "facilitates" Your transaction, You may be charged a facilitator fee (an additional service fee). The transaction facilitator determines, sets, and manages the facilitator fee. There are currently no monthly, setup, or gateway service fees to utilize the Dwolla System.

Other Fees

We work to protect You from unwarranted chargebacks. In cases where You are found liable for a chargeback, You'll be charged the full amount of the chargeback plus an additional $15 chargeback fee.

Referral Program

In addition to the terms and conditions otherwise provided for in this Agreement, use of Dwolla's Referral Program requires acceptance of the terms and conditions listed below.

Guest Checkout

In addition to the terms and conditions otherwise provided for in this Agreement, Users who utilize Dwolla's Guest Checkout Service (described below) agree to and accept the terms and conditions of each of the paragraphs below. Such Users are referred to as "Guests" or "Receivers" as defined above.

Rights and Requirements to Use the Dwolla Guest Checkout Service

For the Sender:
Personal Information

You must give Us the requested information that is current, true, accurate and complete. You are not permitted to use this Service on behalf of another party or use an unauthorized name. If We determine that any of the information You provide is outdated, false, inaccurate, or incomplete, either of Us may terminate Your use of the Guest Checkout Service immediately and for all future use. This action on Our part does not limit other remedies either of Us may pursue to recover costs, losses, or other expenses either of Us incurs as a result of the information or lack of information You provide.

Upon providing Dwolla with Your information, You are authorizing it, directly or through third parties, to make any inquiries We consider necessary to confirm Your information and to provide such information to the Financial Institution Partner. This may include the use of fraud-screening services to verify the information You provide as well as ordering a credit report and performing other forms of credit checks including verification against third party databases.

Bank Account Information:

You must provide Us with Your routing and account number associated with Your bank account from which funds are to be withdrawn. If We find that Your account is closed or has insufficient funds, Your transaction will not be processed. Please be advised that We reserve the right to reject any accounts at certain banks for the use of our Dwolla System. In addition, We may require additional information and confirmation at Our sole discretion or at the discretion of Your Receiver and Us. In general, consumer and business checking and savings accounts are permitted.

Right to Refuse Payment:

When You send a payment/transfer to a Receiver upon their direction through the Dwolla System, that Receiver is not required to accept the payment. The Receiver is free to return payments/transfers or, in some cases, to use the Dwolla System to reject or deny payments that You have sent. You understand that We will not be liable for any damages resulting from a Receiver's decision not to accept a payment made through the Dwolla System. Any disputes You may have related to a refusal by a Receiver should be handled directly between You and the Receiver. Any payments through the Dwolla System that are denied or unclaimed by a Receiver will be returned to the Sender either on the date of such denial, or within 30 days from the date the payment was originally sent, whichever is earlier.

For the Receiver:
Authorize Dwolla as an Agent

You agree and authorize Us to act as an agent on Your behalf to transfer to electronically debit the Senders bank account and credit the funds to Your Dwolla account.

Authorizations for Chargeback:

You understand that We do not warrant the transactions and that these transactions are subject to ACH chargeback processes. You agree and warrant that any chargebacks received by Us can and will be debited from Your Dwolla account and if such funds do not exist a debit for the chargeback amount will be placed against the bank account to which the funds were withdrawn.

For Dwolla and the Financial Institution Partner:

On behalf of the Receiver, We shall make reasonable efforts to ensure that requests for Dwolla System transactions and the related electronic debits and credits involving bank accounts are processed in a timely manner. Many factors outside the control of the Receiver and Us may contribute to when Your Receiver will actually consider the funds to have been received. For this reason, we recommend that You schedule all Dwolla System transactions so that the estimated settlement date is at least twenty-four hours (24 hours) before the actual due date that You would like the transaction to clear. Although the estimated settlement date is shown to You, We do not make any warranties regarding the amount of time needed to complete processing with Your Receiver. Neither Dwolla, the Financial Institution Partner nor Your Receiver shall be liable for any actual or consequential damages arising from any claim of delay of Dwolla transactions due to any number of reasons, including but not limited to the following:

In addition, We and/or Receiver, at our sole discretion reserve the right to restrict electronic payment requests from a Sender's designated bank account for any one of the reasons listed below:

We will use reasonable efforts to research and resolve such matters as specified above to reach a conclusion as quickly as possible for all parties involved.

In the event there is a dispute covering a specific transaction, We may restrict the electronic funds or credit related to that particular transaction. We may also restrict all transactions for a designated period of time or until further notice to Sender to protect Ourselves and/or the Receiver against the risk or returns or reversals. If needed, We may cancel Your transaction by notifying You and sending You a check or credit for credit card payment for any funds owed to You at the address You provided in the Dwolla System. At a later point, if it is determined that You are entitled to the amount in dispute, additional payment will be made accordingly.

Dwolla Credit

In addition to the terms and conditions otherwise provided for in this Agreement, Users who choose to enable Dwolla Credit must agree to and accept the terms and conditions listed below:

  1. Dwolla has partnered with Comenity Capital Bank to provide Dwolla Credit to Users of the Dwolla System. Dwolla provides Comenity Capital Bank access to the Dwolla Software Platform and Comenity Capital Bank is responsible for all underwriting decisions and extensions of credit to Users.
  2. You agree and acknowledge that Dwolla and Comenity Capital Bank have separate and distinct Terms and Conditions and Privacy Policies. If You choose to enable and apply for Dwolla Credit You, agree to accept the terms and conditions provided by Comenity Capital Bank which include, but are not limited to Terms and Conditions, the Credit Account Agreement and Customer Privacy Statement.
  3. You agree and acknowledge that by enabling Dwolla Credit and accepting Comenity Capital Bank's terms and conditions You are entering into a separate agreement with Comenity Capital Bank that contains certain rights and obligations including the repayment of any debts incurred or fees owed to Comenity Capital Bank.

Actions Against Your User Account due to Non-Compliance with User Conduct Requirements or Security Concerns

YOU UNDERSTAND AND AGREE THAT YOU MAY NOT BE ABLE TO ACCESS FUNDS HELD IN THE VERIDIAN HOLDING ACCOUNT IF YOUR USER ACCOUNT IS CLOSED, SUSPENDED, HAS A HOLD PLACED ON IT, OR IS OTHERWISE LIMITED, AS DETAILED IN THIS SECTION.

You understand and agree that We are not responsible for any losses or liability resulting from actions taken against Your User Account as detailed in this section.

You understand and agree that the decision by Us to take certain actions, including placing holds on or limiting access to Your User Account as detailed below, may be based on confidential criteria that are essential to risk management or security concerns. You understand and agree that We are not under any obligation to disclose the details of Our risk management or security procedures to You.

You understand and agree that We are authorized to take the following actions due to User misconduct or security concerns as detailed in this section:

If We take an action against Your User Account, including: placing a hold on, suspending or otherwise limiting Your access to, or terminating Your User Account, We will provide You with notice that such action has been taken against Your User Account. We may also provide the opportunity to request restoration of access if it is deemed appropriate by Us.

User misconduct or security concerns that may result in any of the above listed actions, as applicable, include:

Debt

You agree in the event You have unpaid debts or bills with Users within the Dwolla System, other Users may use documentation from the Dwolla System in legal or other actions in support of collection of that debt. This includes, but is not limited to, unpaid invoices or unfulfilled contractual agreements. You agree We will not be held liable for any losses or debts incurred during Your experience with other Dwolla Users.

Login / Password / PIN

You agree that You will not share Your login information, password, or PIN with anyone else. You understand and agree to take all necessary steps to protect Your User Account information as detailed in this Agreement. We will never ask for Your password or PIN number. You are solely responsible for all acts and omissions made using Your login information, password or PIN. You agree that We carry no liability for losses or problems that may arise due to Your sharing this private information with other people, businesses, or entities.

You agree We may communicate usage information to Your Financial Institution or any service providers to that Financial Institution.

Multiple User Accounts and Dual Log In Sessions

You understand and agree that You may not maintain multiple User Accounts or use multiple User Accounts simultaneously. You understand and agree that We may provide Your usage information and personal information to state or federal law enforcement in accordance with applicable law. Any misuse or misrepresentation of the Dwolla System (including, but not limited to, attempting to use multiple User Accounts) may result in suspension of Your User Account or other actions.

Dwolla User Accounts are also not eligible for dual log in sessions, meaning that a User of a personal account may not simultaneously be logged in to his or her User Account on more than one page or from more than one location. In the event a second log in session is initiated, You agree Dwolla may disconnect both log in sessions and require any User to revalidate the User Account.

Reversals

The recipient of funds may be subject to reversals occurring within the User Account if claims are made by the sending party or by the sending party's Financial Institution.

You understand and agree that:

Error Resolution

In Case of Errors or Questions About Your Transactions, call us at (515) 280-1000 or E-mail us at compliance@dwolla.com.

You should contact Us as soon as You can if You think Your account statement is wrong or if You need more information about a transfer listed on the account statement. We must hear from You no later than 60 days after the account statement in which the problem or error appeared was first available for You to access on the Dwolla System or the account statement shall be deemed correct and final.

If You tell Us orally, We may require that You send Us Your complaint or question in writing within 10 business days.

We will determine whether an error occurred within 10 business days after We hear from You and will correct any error promptly. If We need more time, however, We may take up to 45 days to investigate Your complaint or question. If We decide to do this, We will credit Your account within 10 business days for the amount You think is in error, so that You will have the use of the money during the time it takes Us to complete its investigation. If We ask You to put Your complaint or question in writing and We do not receive it within 10 business days, We may not credit Your account.

For errors involving new accounts, We may take up to 90 days to investigate Your complaint or question and may take up to 20 business days to credit Your account for the amount, if any, that was debited in error.

Dwolla will tell You the results within three business days after completing Our investigation. If We decide that there was no error, We will provide You a written explanation. You may ask for copies of the documents that We used in Our investigation.

ACH ("Automated Clearing House") Clearing Times

If You choose to deposit or withdraw money into/from Your Dwolla User Account, or initiate a bank funded transfer, You understand that normal ACH clearing times apply. Depending on Your bank, it can take 3-4 business days (excluding weekends and bank holidays) for the money to appear in Your Dwolla User Account or bank account. There is not a set time to withdraw or deposit funds to make it into Your Dwolla account or bank account by a certain time.

Logging

You agree We, for security, legal and performance purposes, shall record information about You and your transactions using the Dwolla System. This includes, but is not limited to, Your operating system, IP address, usage statistics, and transaction frequency. This information can be vital for not only security, but insuring our products are fulfilling their intended purposes.

System Maintenance and Updates

We may, from time to time, perform maintenance on Our systems and/or update Our systems. Such maintenance and updates may result in temporary unavailability of the Dwolla System and temporary inability to access Your funds held at the Financial Institution Partner. You agree to relieve Us from any liability or losses that may be associated with such maintenance or updates.

Warranty

SERVICES PROVIDED BY US ARE ONLY AS REPRESENTED IN THIS AGREEMENT. WE DO NOT INSURE FUNDS. FUNDS ASSOCIATED WITH USER ACCOUNTS USING DWOLLA'S SYSTEM ARE HELD IN AN ACCOUNT MAINTAINED BY VERIDIAN CREDIT UNION. FUNDS HELD AT VERIDIAN ARE HELD IN A POOLED ACCOUNT. THESE FUNDS ARE NOT ELIGIBLE FOR INDIVIDUAL INSURANCE, MAY NOT BE ELIGIBLE FOR SHARE INSURANCE BY THE NATIONAL CREDIT UNION SHARE INSURANCE FUND, AND IN THE EVENT OF A VERIDIAN RECEIVERSHIP DWOLLA USERS MAY LOSE VALUE. NO OTHER WARRANTIES ARE EXPRESS OR IMPLIED.

No Endorsement or Guarantee

YOU UNDERSTAND AND AGREE THAT DWOLLA IS A SOFTWARE PLATFORM THAT MANAGES INFORMATION ASSOCIATED WITH USER FUNDS HELD IN THE VERIDIAN HOLDING ACCOUNT, AND DWOLLA AND VERIDIAN DO NOT PROVIDE ANY ENDORSEMENTS OR GUARANTEES FOR ANY INDIVIDUAL, COMPANY, OR OTHER ENTITY USING THE DWOLLA SYSTEM, AND DO NOT ASSUME ANY LIABILITY FOR PRODUCTS OR SERVICES PURCHASED USING DWOLLA SOFTWARE. DWOLLA AND VERIDIAN ARE NOT JOINTLY LIABLE FOR ANY MATTERS HEREUNDER.

Force Majeure

You understand and agree We will not be held responsible for losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond Our control (a "force majeure event"). In the event of a force majeure event, We may suspend service and access to the Dwolla System and the Financial Institution Partner may suspend service and access to the Veridian Holding Account.

3rd party API use

You agree We will not be responsible and holds no guarantees regarding the reliability, use, or misuses therein of the Dwolla API program. Please see Dwolla's separate API Agreement.

Applicable Law

You agree that the laws of the State of Iowa, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between You and Dwolla and/or the Financial Institution Partner.

Arbitration

You and We ("The Parties") agree that upon the election of either of You or Us, any past, present, or future dispute relating in any way to Your User Account, or any other past, present, or future relationship or transaction between You and Us, will be resolved by binding arbitration as discussed below, and not through litigation in any court. (Such disputes are called "Claims" for purposes of this agreement.). This binding agreement to arbitrate applies regardless of whether the dispute is between You and Us jointly or separately. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. ยงยง 1-16 ("FAA"). The arbitration shall be conducted by a single neutral arbitrator acting under the administration of United States Arbitration and Mediation, MidWest, Inc., and in accordance with the then-applicable United States Arbitration and Mediation Rules of Arbitration. Unless You and We agree otherwise, or unless the arbitration administrator's rules or law require otherwise, the arbitration shall be held in Minneapolis, MN.

The arbitrator will decide the Claim in accordance with all applicable law, including recognized principles of equity and statutes of limitations, and will honor all privileges recognized by law. The arbitrator will have the authority to award to a Party any damages or relief provided for under applicable law. The arbitrator's decision shall be final and legally binding, and may be enforced by any court having jurisdiction.

No class actions or similar process, and no joinder or consolidation of any Claim with a Claim of any other person or entity, shall be allowable in arbitration, without the written consent of both You and Us. The arbitrator shall have no authority to entertain any Claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a Claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. If You elect to proceed with respect any Claim by an individual action in a small claims court, or its equivalent, instead of arbitration, we will not object,

If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on You, We will reimburse You, upon request, to the extent such fees or costs would exceed those that You would otherwise have to pay if You were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If You consider that You are unable to afford any fees or costs that would be Yours to pay, You may request that We pay or reimburse them, and We will consider Your request in good faith.

Arbitration with respect to a claim is binding and neither You nor we will have the right to litigate that claim through a court. In arbitration You and We will not have the same rights that apply in court, such as the right to a trial by judge or jury and the right to participate or be represented in proceedings brought by others such as class actions or similar proceedings. In addition, the right to discovery and the right to appeal may also be limited or eliminated in arbitration. All of these judicial rights are waived with respect to claims that You or we elect to arbitrate.

Privacy Policy

You can find Dwolla's privacy policy here and the Financial Institution Partner privacy policy here.

Data Retention

User information regarding User utilization and registration will be stored by Dwolla for a minimum of 3 years in a highly secure datacenter. This information is stored for the purpose of reporting at the Financial Institution level and is not sold or otherwise utilized for profit. It is not accessible to other Dwolla Users, Dwolla merchants, or the Financial Institution Partner's customers or members. However, collected User information may be shared with the Financial Institution Partner subject to their Privacy Policy.

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 open an account, 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.