LEGAL DOCUMENTATION

This Open Banking Services End User Terms and Conditions (“EULA”) are a legal agreement between us (“us” “we” “our” or “Dwolla”, which refers to Dwolla, Inc. (protecting its third-party service provider) and you, the individual who uses digital money management tools and Open Banking Services that one of Dwolla’s clients may provide to you (the “Dwolla Client”) and that involve accessing third party account information (“Open Banking Services”) (“you” or “your”) and contains the terms and conditions for your use of digital money management tools and Open Banking Services.   This EULA may be amended at any time by posting a revised version on any website maintained for purposes of providing the Dwolla Platform or Open Banking Services.  Amendments to the EULA are effective at the time they are posted and your continued use of the Open Banking Services constitutes acceptance of any amendments.

1. Provide Accurate Information. You represent and agree that all information you provide to Dwolla in connection with the Open Banking Services is accurate, current, and complete. You agree not to misrepresent your identity or account information. You agree to keep account information secure, up to date and accurate. You represent that you are a legal owner, or an authorized user, of the accounts at third party sites which you include or access through the Open Banking Services, and that you have the authority to (i) designate Dwolla and our service providers as your agent, (ii) use the Open Banking Services, and (iii) give Dwolla and our service providers the passwords, usernames, and all other information you provide. 

2. Content You Provide. Your use of the Open Banking Services is your authorization for Dwolla or its service providers, as your agent, to access third party sites which you designate in order to retrieve information. In order to use the Open Banking Services and by using the Open Banking Services, you must accept the Dwolla Privacy Policy which sets out (i) what of your data is collected, how data will be used, and how collected data will be access, shared, exchanged, or sold; (ii) sets out disclosures regarding the collection, use and sharing of such date; (iii) identifies the categories of third parties to whom your data may be provided or who may use, receive, store or process the same; (iv) and describes how your data will be protected in the event that Dwolla ceases to make available the Open Banking Services to you.  Further, in order to use the Open Banking  Services, you must accept the applicable Dwolla Client’s Privacy Policy, which sets out the Dwolla Client’s policies for items (i) - (iv) as applied to the Dwolla Client, not Dwolla,, and will be provided to you when you sign up for an account with the applicable Dwolla Client (the entity whose platform, application or website you are utilizing that leverages Dwolla for payment and/or open banking services.  You are licensing to Dwolla and its service providers any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the Open Banking Services. You authorize Dwolla or our service providers to use any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the Open Banking Services or that Dwolla or our service providers retrieve on your behalf for purposes of providing the Open Banking Services, to offer products and services, and for other permissible business purposes. Except as otherwise provided herein, Dwolla or our service providers may store, use, change, or display such information or create new content using such information. You authorize Dwolla to share this information with other third parties in accordance with Dwolla’s Privacy Policy. 

3. Authority to Access Information. Unless and until this EULA is terminated, you grant Dwolla and its service providers the right to access information at third party sites on your behalf. Third party sites shall be entitled to rely on the authorizations granted by you or through your account. For all purposes hereof, you hereby grant Dwolla and its service providers the right to access third party sites to retrieve information, use such information, as described herein, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. Upon notice to Dwolla, you may (i) revoke Dwolla’s right to access information at third party sites on your behalf, or (ii) subject to Section 7, request deletion of information collected from third party sites. You understand and agree that the Open Banking Services are not sponsored or endorsed by any third-party site. YOU ACKNOWLEDGE AND AGREE THAT WHEN DWOLLA OR ITS SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD PARTY SITES, THEY ARE ACTING AT YOUR REQUEST AND WITH YOUR PERMISSION AND AUTHORIZATION, AND NOT ON BEHALF OF THE THIRD-PARTY SITES.

4. Third Party Accounts. With respect to any third party sites, Dwolla may enable you to access through the Open Banking Services or with respect to any non-Dwolla accounts you include in the Open Banking Services, you agree to the following:

(A) You are responsible for all fees charged by the third party in connection with any non-Dwolla accounts and transactions. You agree to comply with the terms and conditions of those accounts and agree that this EULA does not amend any of those terms and conditions. If you have a dispute or question about any transaction on a non-Dwolla account, you agree to direct these to the account provider.

(B) Any links to third party sites that Dwolla may provide are for your convenience only, and Dwolla and its service providers do not sponsor or endorse those sites. Any third-party services, which you may be able to access through the Open Banking Services, are services of the listed institutions. Dwolla nor our service providers have responsibility for any transactions and inquiries you initiate at third party sites. The third-party sites you select are solely responsible for their services to you. Dwolla nor our service providers are liable for any damages or costs of any type arising out of or in any way connected with your use of the services of those third parties.

5. Limitations of Open Banking Services. When using the Open Banking Services, you may incur technical or other difficulties. Dwolla nor our service providers are responsible for any technical or other difficulties or any resulting damages that you may incur. Any information displayed or provided as part of the Open Banking Services is for informational purposes only, does not represent an official record of your account, may not reflect your most recent transactions, and should not be relied on for transactional purposes. Dwolla and our service providers reserve the right to change, suspend or discontinue any or all of the Open Banking Services at any time without prior notice. In the event that Open Banking Services are discontinued, your information shall be retained in accordance with this EULA and Dwolla’s privacy policies.

6. Acceptance of EULA and Changes. Your use of the Open Banking Services constitutes your acceptance of this EULA. This EULA is subject to change from time to time. Dwolla will notify you of any material change via e-mail or on Dwolla’s website or any other website Dwolla maintains by providing a link to the revised EULA. Your continued use will indicate your acceptance of the revised EULA. The licenses, user obligations, and authorizations described herein are ongoing.

7. Aggregated Data. Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is collected through your use of the Open Banking Services, may be used by Dwolla and our service providers to conduct certain analytical research, performance tracking and benchmarking. Our service providers may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including but not limited to, helping to improve products and services and assisting in troubleshooting and technical support. Your personally identifiable information will not be shared with or sold to third parties. 

8. Ownership. You agree that Dwolla and its service providers, as applicable, retain all ownership and proprietary rights in the Open Banking Services, associated content, technology, mobile applications and websites. 

9. Support. You should contact your Dwolla Client with any requests or questions related to the Open Banking Services.  If you cannot obtain adequate assistance from such Dwolla Client, you may contact Dwolla at support@dwolla.com.

10. User Conduct. You agree not to use the Open Banking Services or the content or information delivered through the Open Banking Services in any way that would: (a) be fraudulent or involve the sale of counterfeit or stolen items, including but not limited to use of the Open Banking Services to impersonate another person or entity; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (c) create liability for Dwolla or its service provider or cause Dwolla to lose the services of our service providers; (d) access the information and content programmatically by macro or other automated means; (e) use the Open Banking Services in such a manner as to gain unauthorized entry or access to computer systems; or (f) use the Open Banking services in such a manner as prohibited as Dwolla Account Activities in the Dwolla Account Terms of Service.

11. Indemnification. You agree to defend, indemnify and hold harmless Dwolla, its third party service providers and their respective officers, directors, employees, suppliers and agents from and against any and all third party claims, liabilities, damages, actions, proceedings, penalties, fines, costs, losses or expenses, including settlement amounts and reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the Open Banking Services, your negligence or willful misconduct, your actual or alleged violation of any third party rights, or any applicable laws, regulation or rules, your violation of this EULA or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone. 

12. Disclaimer. The Open Banking Services are not intended to provide legal, tax or financial advice. The Open Banking Services, or certain portions and/or functionalities thereof, are provided as strictly educational in nature and are provided with the understanding that neither Dwolla nor its service or third-party providers are engaged in rendering accounting, investment, tax, legal, or other professional services. If legal or other professional advice including financial, is required, the services of a competent professional person should be sought. Dwolla and its service and third-party providers specifically disclaim any liability, loss, or risk which is incurred as consequence, directly or indirectly, of the use and application of any of the content on this site. Further, Dwolla and its service and third-party providers are not responsible for any credit, insurance, employment or investment decisions or any damages or other losses resulting from decisions that arise in any way from the use of the Open Banking Services or any materials or information accessible through it. Past performance does not guarantee future results. Dwolla and its service and third-party providers do not warrant that the Open Banking Services comply with the requirements of the FINRA or those of any other organization anywhere in the world. 

13. DISCLAIMER OF WARRANTIES. YOU AGREE YOUR USE OF THE OPEN BANKING SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DWOLLA, AND OUR SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE OPEN BANKING SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. DWOLLA, AND OUR SERVICE PROVIDERS, MAKE NO WARRANTY THAT THE OPEN BANKING SERVICES (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE OPEN BANKING SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE OPEN BANKING SERVICES OR TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE OPEN BANKING SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. DWOLLA, ON BEHALF OF OURSELVES AND ALL THIRD PARTY DATA PROVIDERS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ANY TYPE OF REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY OR RESPONSE TIME OF THE SERVICE OR CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICE OR THAT SUCH ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE AND, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, EXPRESSLY DISCLAIMS THE ACCURACY, COMPLETENESS AND CURRENCY OF ALL INFORMATION COLLECTED ON YOUR BEHALF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DWOLLA OR ITS SERVICE PROVIDERS THROUGH OR FROM THE OPEN BANKING SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14. LIMITATION OF LIABILITY. YOU AGREE THAT DWOLLA, ITS SERVICE PROVIDERS, AND DWOLLA’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR SUPPLIERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, EVEN IF DWOLLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (i) THIS EULA; (ii) THE USE OR THE INABILITY TO USE OR THE UNAVAILABILITY OF THE OPEN BANKING SERVICES, INCLUDING AT DWOLLA’S WEBSITE/MOBILE APPLICATION/API OR OF ANY THIRD PARTY ACCOUNT PROVIDER'S WEBSITE/MOBILE APPLICATION; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION, GOODS OR SERVICES PURCHASED, RECEIVED, PAID FOR OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE OPEN BANKING SERVICES, (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, (v) STATEMENTS OR CONDUCT OF ANYONE ON THE OPEN BANKING SERVICES, (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES, OR (vii) ANY OTHER MATTER RELATING TO THE OPEN BANKING SERVICES. 

15. DISPUTES WITH DWOLLA - BINDING ARBITRATION. You and Dwolla (the “Parties”) agree that any past, present, or future dispute, claim or controversy relating in any way to your use of the Open Banking Services, or any other relationship or transaction between you and Dwolla, 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 Dwolla jointly or separately. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16. 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 the Parties 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. If you elect to proceed with respect to any Claim by an individual action in a small claims court, or its equivalent, instead of arbitration, Dwolla will not object, however, any such action shall be taken in small claims court in Des Moines, Iowa. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, Dwolla 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. Dwolla 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 Dwolla pay or reimburse them, and Dwolla will consider your request in good faith. ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES 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.  

16. WAIVER OF JURY TRIAL AND CLASS ACTION. You agree that, with respect to any dispute with Dwolla or Dwolla’s service providers, arising out of or relating to your use of the Open Banking Services or these terms: (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and (ii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING SUCH DISPUTE.  In arbitration, the arbitrator shall have no authority to entertain any Claim on behalf of 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. 

17. EXPORT RESTRICTIONS. You acknowledge that the Open Banking Services and any software underlying such Open Banking Services are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the software or Open Banking Services, directly or indirectly, to: (1) any countries that are subject to U.S. export restrictions; (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Open Banking Services may include technical data subject to export and re-export restrictions imposed by U.S. law.  

18. OTHER TERMS. You may not assign this EULA. A determination that any provision of this EULA is unenforceable or invalid shall not render any other provision of this EULA unenforceable or invalid.