Dill Technologies, Inc. (“Company”) provides Services that include enabling United States-based businesses to transmit payments for commercial purposes to United States-based business recipients (collectively “Users”).
These Terms and Conditions (“Terms”) together with the fully executed Subscription Agreement if it exists (Collectively, the “Agreement”) is made and entered into by and between Dill Technologies, Inc. (“Company”) and the User (each a “Party” and together the “Parties”).
1.1 “Agreement” means, collectively, the Subscription Agreement (if any), these Terms, and any other exhibits or addenda attached to the Terms (if any).
1.2 “Effective Date” has the meaning given in the Subscription Agreement. If no Subscription Agreement exists, “Effective Date” means the date the User accepted the Terms.
1.3 “Services” has the meaning given in the Subscription Agreement. If no Subscription Agreement exists, “Services” means all software services provided by Company.
1.4 “Initial Service Term” has the meaning given in the Subscription Agreement. If no Subscription Agreement exists, “Initial Service Term” means One Year.
2. SERVICES AND SUPPORT
2.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide User the Services. As part of the registration process, User will identify an administrative user name and password for User’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2.2 Subject to the terms hereof, Company will provide User with reasonable technical support services in accordance with Company’s standard practice.
2.3 Company may also partner with Users to facilitate any receipt of funds and crediting of customer accounts. Users may also request payment from other Users that have not registered for Company’s Services. For access to and use of the Services, Company may charge Users a fee at the time of Payment submission. Company enables Users to transmit payments to other Users and receive payments via automated clearinghouse (“ACH”) and accepted credit cards. Company uses Dwolla to facilitate ACH payments and Stripe to facilitate credit card payments. By using Company Services, User agrees to the Stripe Terms of Service. Company supports payments from all U.S. financial institutions.
2.4 In order to use the payment functionality of Company’s application, User must open a “Dwolla Platform” account provided by Dwolla, Inc. and User must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. User authorizes Company to collect and share with Dwolla User’s personal information including full name, date of birth, social security number, physical address, email address and financial information, and User is responsible for the accuracy and completeness of that data. User understands that User will access and manage User’s Dwolla account through Company’s application, and Dwolla account notifications will be sent by Company, not Dwolla. Company will provide customer support for User’s Dwolla account activity, and can be reached at usedill.com, team@usedill.com and/or 972-339-0799.
2.5 In order to use the Services, User must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or freelancer; and (iv) have a valid deposit account at a Company-supported bank or payment card issued on a Company-supported network. Other restrictions may apply.
2.6 Payments to Users (other than Fees) do not pass into Company’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds.
2.7 Company does not have responsibility nor will have liability for any consequences resulting from User’s interactions or contracts with other Users, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. User further acknowledges that User’s use of Company Services does not alter or affect any User payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Company does not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Users.
2.8 Company may enable certified public accountants, bookkeepers or others (“Accountants”) to utilize the Services on behalf of multiple business clients (“Clients”). Any Accountant who enrolls in the Services represents, warrants and covenants that it has express authority from each Client to transact through the Services using any Client payment methods linked to the Services and shall provide written documentation of such authority upon Company’s request. Accountants remain fully responsible for any and all activities associated with Client payment methods, including without limitation, any chargeback, clawback or ACH return associated with a linked payment method.
2.9 User authorizes Company, directly or through third parties, to make any inquiries Company considers necessary to verify User’s or User’s business’s identity. This may include asking User for further information, requiring User to take steps to confirm ownership of User’s email address, financial instruments, or information associated with User’s business, and verifying User’s Personal Information and User’s business’s information against third party databases or through other sources. If Company cannot verify User’s or User’s business's identity, Company reserves the right to deny User use of the Services or to limit User’s use of their Account.
2.10 Once User has created an Account, User may link various payment methods, including User’s depository accounts with financial institutions (each, a “Bank Account”) or credit or debit cards. Company uses Plaid Technologies, Inc. (“Plaid”) to gather User data from financial institutions. By using the Services, User grants Company and Plaid the right, power, and authority to act on User’s behalf to access and transmit User’s personal and financial information from the relevant financial institution. User agrees to User personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy available at https://plaid.com/legal. Please note that payment methods may be saved to User’s Account for easy reference and submission. Upon addition to User’s Account, User’s Bank Account may be verified to confirm its validity using Plaid.
2.11 When User adds a payment method to User’s Account, User agrees to the following:
User has the authority to disclose the payment method information and to bind the person or organization for which User acts;
User authorizes the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
User acknowledges that transactions initiated from User’s payment method must comply with the provisions of U.S. law;
User’s authorization will remain in effect until not later than thirty (30) days after Company receives written notice from User of their desire to cancel; and
User will not use the Services for personal, family, or household purposes;
3. MAKING PAYMENTS THROUGH THE SERVICES
3.1 Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:
a receiving User;
a payment method;
a payment amount; and
User’s invoice number. Any or all of the above fields may be pre-filled for User. As further outlined in Company’s Privacy Policy, User agrees to allow Company (and to the extent applicable, the Banks) to share this information with the receiving User.
3.2 Company may require additional information from User at the time User submits a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated receiving or paying User.
3.3 By submitting payment for processing through the Services, User agrees that the goods or services provided by the receiving User in exchange for the payment (minus Fees) have already been rendered to User’s satisfaction. User hereby forfeits any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Company in exchange for User’s payment of fees.
3.4 Processing Payments
Payments made through the Services require sufficient time for the receiving User to receive User’s payment and credit User’s account accordingly. To make a payment, use the Services to select the date (“Process Date”) on which Company (or its business partners) will debit User’s payment method to pay a bill or an invoice. The Services will indicate the earliest possible Process Date for each payment. Company will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to “payment review.”
User will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill's due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment. Note, however, that the expected delivery timeframe is a projected estimate based on Company’s historical performance for a given disbursement channel, and is subject to change.
Payments submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, Company and the Banks will be unable to continue to process User’s payment, and Company will notify User via the Services. If User chooses to pay a receiving User from Company’s Business Network, User acknowledges and agrees that User is solely responsible for selecting and paying the correct receiving User. Company will have no liability or responsibility if User selects or pays the incorrect receiving User.
3.5 Prior to its Process Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees, and reiteration of any applicable payment review processes.
Faster Payments. Company may make available to approved Users a service that enables such Users, as applicable, to request that certain eligible payments be delivered more quickly (“Faster Payments”). Faster Payments may be subject to an additional fee which will be displayed to an approved User, as applicable through the Services at the time such User requests a Faster Payment. In connection with Faster Payments, Users, as applicable, remain responsible to Company for chargebacks, clawbacks and ACH returns. Please note that Company may disable the Faster Payments service for any payment at any time at Company’s discretion based on eligibility requirements, and Company will not charge User a fee if Company does so. Company do not guarantee the availability of the Faster Payment service, and Company may make changes to the service or discontinue it at any time.
Communications Regarding Company’s Business Network and Virtual Card Payments. When User uses the Services, User authorizes Company to contact receiving Users to determine their ability to accept virtual card payments and/or to enroll such receiving Users in Company's Business Network. User represents and warrants to Company that User has the right to permit Company to contact receiving Users for this purpose. User acknowledges that receiving Users may already be enrolled in Company’s Business Network, in which case Company will make payments to such Users in accordance with their payment preferences, regardless of the payment method User chooses to deliver funds to such receiving User. Once a receiving User becomes part of Company’s Business Network, such User will continue to be part of Company’s Business Network and receive payments in accordance with such User’s preferences until such User notifies Company that it would like to receive payments in another manner or until Company removes such User from Company’s Business Network.
3.6 Where User chooses to pay a receiving User via ACH, User authorizes Company or the Banks to debit User’s payment method in increments or as a lump sum and remit funds in accordance with User’s payment instructions through the ACH. User also gives Company or the Banks the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. User agrees that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which User is an “Originator”, Company is a “Third Party Service Provider,” and the Banks are the “Originating Depository Financial Institutions.” User is responsible for all claims, demands, losses, liabilities and expenses (including attorneys' fees and costs) that result directly or indirectly from User’s failure to perform User’s obligations under the NACHA rules and User indemnifies Company and the Banks for the same.
3.7 Treatment of Company authorizations is managed in the sole discretion of the issuing banks. User agrees to not to hold Company or the Banks liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.
3.8 Payment review
At any time post submission, User’s payment may be subject to review, which serves to better understand the nature of and reason for User’s payment. During this review process and for any reason, Company or the Banks may place a temporary hold on the delivery of User’s payment for as long as reasonably required to conduct an appropriate inquiry regarding User, the receiving User, User’s business, a bill, payment history, and other relevant circumstances and factors.
User acknowledges that Company’s ability to efficiently and effectively review User’s payment is reliant upon User’s cooperation, and User absolves Company and the Banks from any negative impacts to the delivery of User’s payment arising from delayed, incomplete, or insufficient responses to Company’s inquiries.
Depending on the results of this review, Company may instruct the Banks to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Company also reserves the right to cancel any payment. In such cases and as permitted by applicable law, User’s funds will be returned to User via the original payment method, or if necessary via other means.
3.9 Receiving Users may return payments for various reasons such as, but not limited to, User’s forwarding address expired, invalid bank routing number, invalid bank account number, User remittance address is not correct, User is unable to identify an account, or a User account is paid in full. In addition, a User may refuse to accept a payment, and neither Company nor the Banks will have liability for any resulting loss or damage. Company will use commercially reasonable efforts to provide User with notice of returned payments and will offer User through the Services the choice whether to void and credit or void and reissue the payments. User agrees that neither Company nor the Banks shall have any liability for any such returned payments. Unless otherwise directed, Company will void such payments. User hereby authorizes Company or the Banks to credit such payments to User’s payment method.
3.10 User agrees at all times to maintain sufficient funds in User’s payment method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Company notifies User that User’s funds are insufficient. Without limiting any other available remedies, if any payment initiated from User’s payment method is returned because of insufficient funds, User must reimburse Company (or to the extent applicable, the Banks) for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items. Company or the Banks also reserve the right to debit a User’s account for money paid to the User on User’s behalf if User’s payment is returned because of insufficient funds or any other reason. Company reserves the right to withhold funds from a payment to a receiving User if the paying User has an outstanding balance with Company. User shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the receiving User.
3.11 Scheduled payments may be cancelled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Company or the Banks have begun processing a payment, it cannot be cancelled, rescheduled or modified, and User must submit a stop payment request.
3.12 In the event that the paying User initiates a chargeback, clawback, or ACH return for a payment that has already been transmitted to the receiving User, User agrees to assign to Company any claims against the receiving User associated with such chargeback, clawback or ACH return. User further agrees that Company may contact the receiving User directly to request reimbursement for any payment that has been transmitted to the receiving User and for which User has initiated a chargeback, clawback, or ACH return. In the event that Company receives a chargeback, clawback or ACH return, the receiving User authorizes Company to debit their Payment Method on file for the amount of the chargeback plus any associated fees or to withhold funds from future distributions.
3.13 Stop payment requests and refunds
Company’s ability to process a stop payment request depends on the payment method. Company and the Banks must have a reasonable opportunity to act on any stop payment request after a payment has been processed. User must contact Company to stop any payment that has already been processed. Although Company will use commercially reasonable efforts to accommodate stop payment requests, neither Company nor the Banks will have any liability for failing to do so. Stop payment requests may be subject to additional charges.
Payment refunds
In certain situations following a payment submission, User may request a refund by contacting Company at team@usedill.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Users. Company is unable to issue partial refunds of payments.
Company is also unable to initiate refunds in cases where a receiving User has already received User’s payment. If this is the case, User should contact the receiving User directly to request a refund, pursuant to their payment terms and refund policies.
In the event that Company issues a payment refund, Company will not refund any portion of the Company Fee.
Company may refund electronic payments, including those delivered via Electronic Fund Transfer (“EFT”), ACH and card network providers, prior to their disbursement. Company does not facilitate check payments.
3.14 Restricted Activities. User agrees not to use the Services for the following purposes:
For unsupported transfers, including sending money
not in direct exchange for a rendered good or service;
for alimony or to escrow accounts;
as a donation to an organization not classified as a registered charity; for payroll and/or salary payments
other than for legitimate payment purposes (e.g., to test or probe card behaviors). For unsupported goods and services, including
gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans);
payment for debt that has been charged off as uncollectible;
providing credit or loans, including payday loans;
illegal drugs (real or synthetic);
psychics and fortune tellers;
sale and exchange of currency, including digital and crypto-currencies, and cryptographic assets such as non-fungible tokens;
multi-level marketing or pyramid schemes;
software or other technology developed to weaken industry security controls such as malware, spyware, virus, back-door, drop dead device or other similar program installation;
payments in connection with the cannabis industry: cannabis (including hemp and marijuana) and related businesses and products;
certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;
controlled substances and related goods or services;
tobacco, e-cigarettes, and e-liquid;
pharmaceuticals, supplements and related goods or services;
pornography, obscene materials, and sexually-related or “adult” services; weapons (including without limitation, knives, guns, gunpowder or ammunition), fireworks, and other explosives;
gold, diamonds, precious metals and related goods or services;
toxic, flammable, and radioactive materials; or
other goods and services subject to government regulation.
In violation or potential violation of applicable law, regulation, rule, or legal interest, including
sending or receiving potentially fraudulent funds;
in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;
infringement or potential infringement of any party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
acting in a manner that could be defamatory, trade libelous, threatening or harassing;
using User’s Account or the Services in violation of applicable payment network rules.
In a manner detrimental to our provision of the Services, including
the provision of outdated, false, inaccurate, or incomplete information;
using any promotional or referral programs in a manner deemed abusive or against the intention of said programs;
maintain or using multiple Accounts;
allowing other individuals to access or use User’s Account;
using an anonymizing proxy;
using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to Company, a third party, or User;
imposing unreasonable demands on our technical or personnel resources;
facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission;
using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
taking any action that may cause Company to lose any of the services provided by receiving Users, payment processors, or other suppliers;
reselling, re-skinning, or otherwise distributing our Services;
breaching this Agreement or any other agreement or policy that User has agreed to with Company
To pay wine and spirit wholesalers in the State of New York using a credit card.
If User has a payment use case which is not explicitly mentioned above, and for which User would like to confirm support, please check with Company by emailing team@usedill.com.
3.15 Remediation
Company may request more information relating to User’s use of the Services to seek to identify the restricted activities identified in the section above (“Restricted Activities”). User agrees to cooperate in any investigation and to provide confirmation of User’s identity and any information User provides to Company, as Company may require.
If Company has reason to believe that User has engaged in any Restricted Activities or that User have used Company’s Services inappropriately, Company or the Banks (to the extent applicable) reserves the right to, in its sole discretion and at any time, take any or all of the following actions:
Close, suspend, or limit User’s access to User’s Account or the Services;
Hold, return, or reclaim funds;
Update inaccurate information User provided to Company or third parties;
Refuse to provide Services to User or related parties in the future;
Contact User’s bank or notify other Users, law enforcement, or impacted third parties of User’s actions;
Take legal action against User. When not otherwise obligated by regulatory or compliance considerations, Company will provide User with notice of any such actions.
3.16 Using an American Express card as a payment method is limited to payments made to receiving Users in certain permitted industries. Users may not use their American Express card as a payment method to pay receiving Users in non-permitted industries, and must select their receiving User’s industry when making a payment using an American Express card. When a User selects the receiving User’s industry, the User acknowledges and agrees that the payment the User is making is for such receiving User’s industry as selected by the User and is permitted by American Express.
The use of American Express cards is only supported in the following industries:
Education
Government
Rent
Utilities
Membership Clubs
Professional Services
Business Services
Inventory/Wholesale
Construction/Logistics
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to User for use on User premises or devices, Company hereby grants User a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
4.2 Further, User may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
4.3 User represents, covenants, and warrants that User will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. User hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from User’s use of Services. Although Company has no obligation to monitor User’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4.4 User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). User shall also be responsible for maintaining the security of the Equipment, User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of User account or the Equipment with or without User’s knowledge or consent.
5. CONFIDENTIALITY; PROPRIETARY RIGHTS
5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of User includes non-public data provided by User to Company to enable the provision of the Services (“User Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
5.2 User shall own all right, title and interest in and to the User Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, (c) all intellectual property rights related to any of the foregoing, and (d) any data that is based on or derived from the User Data and provided to User as part of the Services.
5.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
6. PAYMENT OF FEES
6.1 User will pay Company the then applicable fees described in the Subscription Agreement for the Services in accordance with the terms therein (the “Fees”). User is notified of the Fees in the Subscription Agreement before signing. Fees may vary, depending upon factors including but not limited to the payment's receiving User, the payment method, and other variables both which may or may not be controlled by Company. Fees are subject to change at any time without prior notice and are calculated in real time and presented to User during review of User’s payment, prior to submission or edit. User’s option to decline the Fee amendment is to terminate this Agreement in accordance with its terms. If User fails to terminate the Agreement, then User will be deemed to have accepted the Fee amendment.
6.2 If User believes that Company has billed User incorrectly, User must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s User support department.
6.3 Fees will be charged to User’s payment method and due payable immediately, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules. Fees for immediately processed payments are charged in real-time upon submission. Fees for Scheduled payments are locked in at time of submission and will be charged on the payment's Process Date. If a Scheduled payment is edited prior to its Process Date, the applicable Fee will be recalculated based on the presently defined rules. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. User shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income. User is furthermore responsible for all fees, fines, penalties and other liability incurred by Company, User, or a third party caused by or arising out of User’s breach of this Agreement, and/or User’s use of the Services. User agrees to reimburse Company or a third party for any and all such liability.
6.4 In the event that User is liable for any amounts owed to Company or the Banks, including for payments forwarded to receiving Users for which User initiates a chargeback or ACH return, User authorizes Company (on its own behalf and on behalf of the Banks) to collect such amounts from User’s default payment method or other available payment methods. If User does not have sufficient funds available to fulfill such payment, Company (on its own behalf and on behalf of the Banks) may engage in collection efforts and/or other legal actions to recover such amounts from User.
7. TERM AND TERMINATION
7.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Subscription Agreement, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term (or, in the event of an amendment to the Fees for the renewal Service Term in accordance with Section 6.1 above, unless User requests termination no more than ten (10) days after receiving notice from Company of the change in Fees).
7.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. User will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all User Data available to User for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored User Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7.3 User may request the closure of User’s Account at any time by emailing Company at team@usedill.com. Company also reserves the right to close User’s Account at any time with or without notice to User for any reason (including failure to pay Fees or inactivity). User will remain liable for all obligations related to User’s Account even after User’s Account is closed, including any fees or charges already due to Company. User may not close User’s Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review. All scheduled payments for which User has not yet been debited at the time of Account closure will be considered cancelled.
7.4 Company, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit User’s access to, or use of, User’s Account or some or all of the Services at any time upon notice to User. Please note that Company reserves the right to terminate the Services at any time. Company will try to notify User in advance, but is not obliged to do so.
8. AMENDMENTS
Company may modify the Terms at any time in its sole discretion by updating this posting. Company will take reasonable steps to notify User of any material changes to the Terms. User's continued use of the Services after a modification signifies User's agreement to the modification. If User has any questions about the Terms, please contact Company at: team@usedill.com.
9. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. INDEMNITY
Company shall hold User harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with User specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where User continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where User’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for User a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and User’s rights hereunder and provide User a refund of any prepaid, unused fees for the Service.
11. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR DAMAGES DUE TO GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY User TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to User. In such case, the liability of the Company Parties shall be limited to the greatest extent permitted under applicable law.
12. CONSENT TO ELECTRONIC DISCLOSURES
12.1 Consent to Communications. Because the Services are provided electronically, User agrees that Company may provide important information electronically. Company will issue the following information and disclosures (“collectively, “Communications”) electronically via the Company Services or via electronic mail (“email”):
This Agreement, the Company Privacy Policy, any other policies User agrees to, and any amendments, modifications, or supplements to these agreements or policies;
Disclosures or notices provided in connection with the Services, including any required by applicable law;
Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services;
Transaction history information, and
Any other communications related to the Services or User’s Account.
User’s consent to do business electronically and User’s agreement to do so covers all transactions User conducts through the Service.
12.2 No Obligation to Provide Paper Communication. Although Company reserves the right to provide Communications in paper format at any time, User agrees that Company is under no obligation to do so. All Communications in either electronic or paper format will be considered to be “in writing.” User should print a paper copy of this Agreement and any Communication that is important to User and retain the copy for User’s records. If User does not wish to receive this Agreement or the Communications electronically, User may not use the Services.
12.3 Withdrawal of Consent. User can withdraw their consent to receive most Communications from Company by emailing Company at team@usedill.com or following the unsubscribe procedure contained in any Communication User receives from Company. However, if User withdraws their consent, User may no longer be eligible to use certain portions of the Services. Company also reserves the right to terminate User’s Account if User withdraws consent to future electronic Communications. Any withdrawal of User’s consent to receive electronic Communications will be effective only after Company has a reasonable period of time to process User’s withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Company in its sole discretion. Withdrawing User’s consent will not affect the completion of pending payments or the validity of completed payments.
12.4 Hardware and Software Requirements. In order to access and retain an electronic record of Communications, User will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the “Sign Up” button, User is confirming to Company that User has the means to access, and to print or download, Communications.
12.5 Consent to Text Messages. By entering into this Agreement or using the SERVICES, User agrees to receive TEXT MESSAGES FROM Company AT THE TELEPHONE NUMBER THAT USER PROVIDES TO COMPANY. USER AGREE THAT TEXTS may be generated by automatic telephone dialing systems. TEXT MESSAGES from Company may include but are not limited to: operational communications concerning user’s Account or use of the Services, updates concerning new and existing features OF THE SERVICES, AND communications concerning promotions run by Company or Company’s third-party partners. Standard text messaging charges applied by User’s cell phone carrier will apply to text messages Company sends.
12.6 Withdrawal of Consent to Text Message. If User wishes to opt out of promotional texts, User may email team@usedill.com. User acknowledges that User is not required to consent to receive promotional texts as a condition of using the Services. If User wishes to opt out of all texts from Company (including operational or transactional texts), User can also email team@usedill.com, however User acknowledges that opting out of receiving all texts may impact User’s use of the Services.
13. MISCELLANEOUS
13.1 The Services may enable User to connect to third-party services or products (“Third Party Services”). If User decides to use Third Party Services, User will be responsible for reviewing and understanding the terms and conditions for these services. Company is not responsible or liable for the performance of any Third Party Services. Further, User agrees to resolve any disagreement between User and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Company. The Services may contain links to third party websites. The inclusion of a link to a third party website does not imply an approval, endorsement, or recommendation by Company. Such third party websites are not governed by this Agreement. User accesses any such website at their own risk. Company expressly disclaims any liability for these websites. When User uses a link to go from the Services to a third party website, Company’s Privacy Policy is no longer in effect. User’s browsing and interaction on a third party website, including those that have a link in the Services is subject to that website's own terms, rules and policies.
13.2 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
13.3 User shall commit to weekly meetings with Company to provide feedback on the Services. The parties shall work together in good faith to issue at least one mutually agreed upon press release and/or case study within 90 days of the Effective Date, and User otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
13.4 In connection with User’s use of Services, User may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). Company may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. User hereby grants Company a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. User further represents and warrants that User has all rights necessary to provide Company the Feedback and that the use of the feedback by Company will not violate, infringe otherwise misappropriate any third party rights.
13.5 WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) USER IS GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE Company PARTIES; (ii) USER IS GIVING UP THEIR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE Company PARTIES; (iii) USER IS GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST Company AND/OR RELATED THIRD PARTIES. In the event of a dispute, claim, or controversy (“Claim”) between User and Company, arising from or relating in any way to this Agreement, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA's Commercial Arbitration Rules. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, User or Company negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis. User and Company and User and one or more Banks (as the case may be) will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between User and Company or User and one or more Banks. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 13 shall be non-severable from the remainder of this Section 13.
13.6 Arbitration Terms. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, USER AND COMPANY AND USER AND ONE OR MORE BANKS MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.
13.7 If User has a Claim with one or more receiving Users or other third parties, User releases Company and the Banks (and their respective officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such Claims.
13.8 Force Majeure. Neither Company nor the Banks shall be liable for any issues or delayed performance caused by circumstances beyond Company’s or the Banks' reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays
13.9 Assignment. User may not transfer or assign any rights or obligations User has under this Agreement without Company’s prior written consent. Company reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
13.10 Severability. If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
13.11 No Waiver. If Company fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.
13.12 Contacting Company. Unless otherwise stated in this Agreement, notices, inquiries, and requests to Company should be emailed to team@usedill.com. Please note that email communications sent to Company for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in User’s Account. Account-related communications initiated via other channels may require identify verification in order to obtain information or change settings.