Platform Agreement

This Moov Platform Agreement (this “Platform Agreement”) is by and between Moov Financial, Inc., a Delaware corporation (“Moov”), and you or the Person on whose behalf you are accepting this Platform Agreement (“User”), and is effective as of the date on which this Platform Agreement is fully executed by Moov and User, as of the date of User’s acceptance of this Platform Agreement electronically, or as of the date of User’s initial access to or use of the Moov Services (the “Effective Date”). One or more financial institution partners of Moov (each, an “FI Partner”) will be a party to this Platform Agreement for the purposes described in the Consumer User Terms and the Commercial User Terms, as applicable, which means such FI Partners will have the right to exercise or enforce any applicable rights under this Platform Agreement and will have the right, but not the obligation, to perform any applicable responsibilities under this Platform Agreement.

This Platform Agreement consists of the Consumer User Terms and the Services Terms applicable to Consumer Users and the Commercial User Terms and the Services Terms applicable to Commercial Users.

The Consumer User Terms set forth the terms and conditions applicable to any Person who is an individual and who establishes a Moov Account to access and use the Moov Services for personal, family, or household purposes (“Consumer User”). If User is a Consumer User, then User’s access to and use of the Moov Services will be subject to the Consumer User Terms and any applicable Services Terms identified in the Consumer User Terms. For Consumer Users, references to “Platform Agreement” in this Platform Agreement will mean the Consumer User Terms and the applicable Services Terms.

The Commercial User Terms set forth terms and conditions applicable to any Person that establishes a Moov Account to access and use the Moov Services for commercial or business purposes (“Commercial User”). If User is a Commercial User, then User’s access to and use of the Moov Services will be subject to the Commercial User Terms and any applicable Services Terms identified in the Commercial User Terms. For Commercial Users, references to “Platform Agreement” in this Platform Agreement will mean the Commercial User Terms and the applicable Services Terms.

Capitalized terms will have the meanings ascribed to them in the Consumer User Terms, the Commercial User Terms, or the applicable Services Terms.

Consumer User Terms

IMPORTANT: PLEASE READ CAREFULLY. THIS PLATFORM AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION (THE “ARBITRATION CLAUSE”) REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION AND WAIVING A RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN CLASS ACTIONS. YOU MAY REJECT THE ARBITRATION CLAUSE BY SENDING WRITTEN NOTICE TO MOOV WITHIN 30 DAYS AFTER YOU ACCEPT THIS PLATFORM AGREEMENT AS SET FORTH IN SECTION 12 OF THE CONSUMER USER TERMS.

BY CLICKING “I ACCEPT” OR PROVIDING SIMILAR ACKNOWLEDGMENT OF THIS AREEMENT, OR BY ACCESSING OR USING THE MOOV SERVICES, YOU AGREE THAT YOU HAVE REVIEWED AND UNDERSTAND ALL DISCLOSURES MADE AVAILABLE TO YOU, AND YOU AGREE TO THIS PLATFORM AGREEMENT AND THE MOOV PRIVACY POLICY. PLEASE VISIT HTTPS://MOOV.IO/LEGAL/PLATFORM-AGREEMENT/ TO VIEW, PRINT, AND SAVE THIS PLATFORM AGREEMENT, HTTPS://MOOV.IO/LEGAL/PRIVACY-POLICY/ TO VIEW, PRINT, AND SAVE THE MOOV PRIVACY POLICY, AND HTTPS://MOOV.IO/LEGAL/ESIGN-DISCLOSURE/ TO VIEW, PRINT, AND SAVE THE CONSENT TO RECEIVE ELECTRONIC DISCLOSURES (E-SIGN DISCLOSURE AND CONSENT). IF YOU DO NOT AGREE TO THIS PLATFORM AGREEMENT, THE MOOV PRIVACY POLICY, OR THE E-SIGN DISCLOSURE AND CONSENT, DO NOT CLICK ON “I ACCEPT” OR PROVIDE SIMILAR ACKNOWLEDGMENT AND DO NOT ACCESS OR USE THE MOOV SERVICES.

1. General Overview.

1.1. Description of the Moov Services. Moov is the provider of a technology platform and related APIs (collectively, the “Moov Platform”) through which Moov, in conjunction with one or more FI Partners, enables you to establish and maintain a Moov Account through which you may link existing Payment Methods to initiate Transactions (the Moov Platform, the Moov Account, and the related services, collectively, the “Moov Services”).

1.2. Moov Account. In order for you to access and use the Moov Services, you will be required to establish and maintain a Moov Account. You will ensure that all information, data, and supporting documentation necessary to establish a Moov Account is provided or otherwise made available to Moov and that such information, data, and supporting documentation is accurate, complete, authentic, valid, and timely. You will promptly notify Moov of any change to any information, data, or supporting documentation previously provided or otherwise made available to Moov. Subject to Applicable Law and Network Rules, as between you and Moov, you will be ultimately responsible and liable for all activity associated with your Moov Account.

1.3. FI Partners. In order to provide or otherwise make available certain of the Moov Services, Moov may establish and rely on relationships with FI Partners and such FI Partners may establish certain requirements, standards, guidelines, and other expectations that apply to the Moov Services, as the same may be modified, supplemented, or replaced from time to time (collectively, “FI Partner Guidelines”). Therefore, the licenses granted to you under this Platform Agreement and the provision and availability of the Moov Services to you will be subject to any applicable FI Partner Guidelines.

1.4. Regulated Activity. Certain of the Moov Services may constitute regulated activity under Applicable Law. Accordingly, Moov has engaged third parties, including FI Partners, to provide certain aspects of the Moov Services as necessary or appropriate for Moov to make available the Moov Services.

1.5. Eligibility; Territory. By accessing and using the Moov Services, you agree that you are 18 years of age or older and that you are located in the Territory. If you are not 18 years of age or older or are not located in the Territory, then you agree not to access or use the Moov Services. You agree to use a wireless telephone number that you own in connection with the Moov Services.

1.6. Accessing and Using the Moov Services through a Company. If you access and use the Moov Services through a Company, then you acknowledge and agree as follows:

  • Selection of the Moov Services. The Company will be responsible for determining and selecting which Moov Services to make available to you through the Company Services.
  • Responsibility for Company Services. Moov will not be responsible or liable for your relationship with, or any agreement you maintain with, the Company (each, a “Company Services Agreement”), for your access to or use of the Company Services, or for the Company providing, performing, or otherwise making available the Company Services to you. The Company will not be acting on behalf of Moov in providing, performing, or otherwise making available the Company Services, and the Company will be responsible for all aspects of providing, performing, or otherwise making available the Company Services to you in accordance with the terms and conditions of the applicable Company Services Agreement.
  • Customer Service and Support. In general, the Company will be responsible for providing all service and support to you in connection with the Company Services and the Moov Services, including as it relates to responding to, investigating, addressing, and otherwise resolving all inquiries and complaints that you may have.
  • Fees and Charges. The Company will be responsible for establishing the fees, charges, and other amounts applicable to your access to and use of the Company Services (collectively, “User Fees”), establishing the invoicing and payment terms applicable to you, and establishing a dispute process for User Fees, in each case, pursuant to the applicable Company Services Agreement.

1.7. Changes to this Platform Agreement. Subject to Applicable Law, Moov may modify, supplement, or replace all or any part of this Platform Agreement from time to time upon Notice to you in accordance with the terms of this Platform Agreement, and your continued access to and use of the Moov Services following the effective date of such modification, supplement, or replacement will constitute your acceptance of this Platform Agreement as the same has been modified, supplemented, or replaced by Moov. If you do not agree with any modifications to this Platform Agreement, then you will notify us at [email protected] and will promptly stop using the Moov Services.

2. Establishing and Maintaining Payment Methods.

2.1. Payment Methods. If you use any Payment Method linked to your Moov Account as the funding source for a Transaction, you understand that the agreement between you and the issuer of such Payment Method also will govern your use of such Payment Method to initiate Transactions.

2.2. Linked Account. You may establish and maintain a Linked Account to be used in connection with the Moov Services. You will establish and maintain your Linked Account at a federally or state chartered financial institution or credit union in the Territory that is reasonably acceptable to Moov. When you use your Linked Account as the funding source for a Transaction, you hereby acknowledge and agree that you are authorizing and allowing Moov to initiate a transfer from your Linked Account. For these Transactions, Moov will make electronic transfers from your Linked Account in the amount you authorize through your Moov Account. You authorize Moov to try any transfer again if the initial transfer is rejected by the financial institution that holds your Linked Account for any reason. YOU SHOULD CONFIRM THAT YOUR LINKED ACCOUNT CONTAINS SUFFICIENT FUNDS TO COVER ANY TRANSACTION BEFORE MAKING A PAYMENT IN CONNECTION WITH SUCH TRANSACTION.

2.3. Authorization. You hereby authorize Moov and any applicable FI Partner to electronically debit and credit your Linked Account, and to otherwise initiate any Transaction using your designated Payment Method in accordance with the instructions provided by or on behalf of you through the Moov Services. You hereby acknowledge and agree that your authorization provided under in this Section 2.3 will remain in full force and effect until you notify Moov that you wish to revoke it. If you wish to revoke your authorization provided under this Section 2.3, then you will immediately notify Moov of your desire to do so.

2.4. Linking or Unlinking a Payment Method. If you link a Payment Method to your Moov Account, then you agree to keep your linked Payment Method information current. If your Payment Method information changes, then Moov may update such information using information and third-party sources available to Moov without any action on your part. If you do not want Moov to update your Payment Method information, then you will remove your Payment Method from your Moov Account.

3. The Moov Services.

3.1. License. Subject to your compliance with the terms and conditions of this Platform Agreement, Moov grants you a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Moov Services only as expressly permitted by and in accordance with this Platform Agreement.

3.2. Modifications. Moov may modify, replace, or discontinue all or any part of the Moov Services from time to time and may impose limitations and other restrictions on your access to or use of the Moov Services. Moov will use commercially reasonable efforts to notify you of any limitations or other restrictions applicable to your access to and use of the Moov Services.

4. Your General Obligations.

4.1. Moov Account Credentials. If you are provided with credentials to access and use the Moov Services (“Account Credentials”), then you agree that, as between you and Moov, you will be responsible and liable for securing, protecting, and limiting disclosure of such Account Credentials and for any unauthorized access to or use or disclosure of such Account Credentials, subject to Applicable Law and Network Rules. You will notify Moov immediately, by emailing [email protected], if you become aware of any actual or suspected unauthorized access to or use or disclosure of your Account Credentials.

4.2. Purpose. You will only access and use the Moov Services for personal, family, or household purposes. You will not access or use, or permit any other Person to access or use, the Moov Services for business or commercial purposes.

4.3. Compliance with Applicable Law. You will access and use the Moov Services and will otherwise exercise your rights and perform your obligations in connection with this Platform Agreement in accordance with all Applicable Law.

4.4. Transactions. Subject to Applicable Law and Network Rules, you will be responsible and liable for all Transactions arising out of or relating to your access to and use of the Moov Services, including for ensuring such Transactions comply with Applicable Law and this Platform Agreement.

4.5. Prohibited and Restricted Use.

  • Without limiting any other provision of this Platform Agreement, you will not access or use the Moov Services as follows: (1) in, by, or for any country or Person sanctioned, embargoed, or blocked by any Governmental Authority, including by reason of inclusion on a list maintained by the U. S. Office of Foreign Asset Control; (2) in any manner that violates, or could reasonably be expected to violate, Applicable Law; (3) in connection with any activity or type of business identified by Moov or any applicable FI Partner from time to time as a restricted or prohibited activity or business; (4) or in violation of any other restrictions, whether applicable to the Moov Services generally or Transactions or Transaction types specifically, established by Moov or any applicable FI Partner from time to time.

  • Without limiting any other provision of this Platform Agreement, you will not access or use the Moov Services in connection with any of the following activities or types of businesses without Moov’s prior written approval:

    • online gambling or daily fantasy sports;
    • investment advisory services, securities brokers, or credit services;
    • the sale of cannabis, tetrahydrocannabinol containing products, or marijuana containing products, including paraphernalia for the use of such products;
    • the sale of Cannabidiol containing products, including hemp or hemp derivatives;
    • adult entertainment, pornography, escort, or online dating services;
    • the sale of guns, weapons, or ammunition;
    • cryptocurrency sales, money transmission, currency exchanges, check cashers, or any other activities subject to federal registration as a money services business or subject to licensure by a state financial regulator;
    • sale of in-game currency, convertible virtual currency, or other tokens representing value;
    • multi-level marketing programs;
    • fireworks sales;
    • pawn shops, title pawn business, or lenders charging annual percentage rates higher than 36 percent;
    • pharmaceutical, nutraceuticals, pseudo pharmaceuticals, supplements, or controlled-substance mimicking product sales;
    • sale of counterfeit, knock-off, or brand-infringement goods;
    • tobacco product sales;
    • debt collection; or
    • debt counselling or debt settlement programs.
  • Moov may impose any other limits on the types, number, or amount of Transactions you may initiate through the Moov Services.

4.6. Information You Must Provide. You will provide or otherwise make available all information and data requested by Moov in connection with the Moov Services or this Platform Agreement. You will promptly notify Moov of any change to any information or data you previously provided or otherwise made available to Moov. As between you and Moov, you will be responsible and liable for the accuracy, completeness, authenticity, and validity of all information and data about or related to you provided or otherwise made available to Moov in connection with the Moov Services and this Platform Agreement, and you agree that Moov may rely on all such information and data without further inquiry into the accuracy, completeness, authenticity, or validity of such information or data. All information and data you provide to Moov must be accurate, complete, authentic, valid, and timely, and must be provided in the form, format, and method required under Applicable Law.

4.7. Risk. You agree to accept the inherent risk associated with accessing and using the Moov Services through the internet, including the unreliability of hosting services, internet intermediaries, internet service providers, and other service providers, and you accept all responsibility and liability for choosing to use a technology that does not guarantee the security or reliability of the Moov Services at all times.

4.8. Preauthorized Transactions. Through the Moov Services, you will have the ability to use a Payment Method for future Transactions with a merchant, biller, or other third party. The agreement to initiate Transactions using a designated Payment Method is between you and the authorized merchant, biller, or other third party and allows such merchant, biller, or other third party to initiate Transactions using your designated Payment Method on a one-time, regular, or sporadic basis, depending on the type of billing arrangement you have with such merchant, biller, or other third party. Preauthorized payment arrangements are a type of billing arrangement that allow an authorized merchant, biller, or other third party to initiate Transactions using your designated Payment Method linked to your Moov Account on a recurring basis (e.g., every month or otherwise on a routine billing cycle), and if such Transactions will vary in amount, you have the right to advance notice of the amount and date of the Transaction from the merchant, biller, or other third party at least 10 days before the Transaction is completed. If the merchant, biller, or other third party provides the option, then you may choose to receive this advance notice only when the amount of your preauthorized Transaction will fall outside of a range established between you and the applicable authorized merchant, biller, or other third party. If you wish to stop payment of any preauthorized Transaction, you should contact the applicable authorized merchant, biller, or other third party directly, and/or the financial institution that issued your Payment Method, at least three business days before the scheduled date of the Transaction.

5. Stored Credentials.

You hereby authorize Moov to maintain your Payment Methods and related information in your Moov Account and to use and process such Payment Methods and information to facilitate Transactions initiated by you with authorized merchants, billers, and other third parties supported through the Moov Services. The authorization provided under this Section 5 will remain in full force and effect until you notify Moov that you wish to revoke it.

6. Ownership.

6.1. Moov IP. As between you and Moov, Moov will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, marks, documentation, and other materials owned by or licensed to Moov, including the Moov Services, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Moov IP”). You acknowledge and agree that there are no implied licenses in or to all or any part of the Moov IP.

6.2. License Restrictions. You will not, and will not allow any third party to: (a) access or use all or any part of the Moov Services or the Moov IP in a manner that is not expressly permitted under this Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit use of all or any part of the Moov Services or the Moov IP; (c) create derivative works of all or any part of the Moov Services or the Moov IP; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov Services or the Moov IP to any third party; (e) reverse engineer, disassemble, or decompile all or any part of the Moov Services or the Moov IP; or (f) misuse, damage, disrupt, or impair all or any part of the Moov Services or the Moov IP or interfere with any other Person’s access to or use of the Moov Services or the Moov IP.

6.3. Feedback. If you provide any Feedback to Moov, then you hereby grant to Moov a perpetual, worldwide license to use, disclose, publish, profit from, and otherwise exploit such Feedback, without restriction and without any attribution or compensation to you, for any purpose.

7. Data Rights and Restrictions.

The Moov Privacy Policy explains how and for what purposes Moov may collect, use, retain, disclose, and safeguard certain data, including Personal Data, in connection with the Moov Services. You acknowledge and agree that you have read and understand the Moov Privacy Policy and you hereby authorize Moov to collect, use, retain, and disclose any data in connection with the Moov Services to the extent not prohibited by Applicable Law or the Moov Privacy Policy.

8. Indemnification.

You agree to indemnify, defend (at Moov’s election), and hold harmless Moov and its officers, directors, employees, and agents from and against all damages, losses, liabilities, penalties, fines, assessments, losses, judgments, costs, expenses (including reasonable attorneys’ fees and the cost of defense), and other amounts (collectively, “Losses”) in connection with any claim, action, demand, investigation, or proceeding arising out of, relating to, or alleging: (a) your breach of this Platform Agreement; (b) your access to or use of the Moov Services; (c) your Transactions or purported Transactions, subject to Applicable Law and Network Rules; (d) your violation of Applicable Law; or (e) your violation of the rights of any third party and/or the acts or omissions of any third party to whom you grant permissions to use the Moov Services or any websites, software, or systems of Moov. Moov reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defense.

9. DISCLAIMER OF WARRANTIES.

THE MOOV SERVICES ARE AND WILL BE PROVIDED “AS IS” AND “AS AVAILABLE,” AND MOOV HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MOOV DOES NOT REPRESENT OR WARRANT THAT THE MOOV SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR, AND MOOV MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOOV SERVICES ARE COMPATIBLE WITH YOUR EQUIPMENT, THAT THE MOOV SERVICES ARE FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, MALICIOUS, OR CORRUPTED FILES, OR THAT DATA SENT THROUGH THE MOOV SERVICES WILL NOT BE ACCESSED, USED, DISCLOSED, OR EXPOSED THROUGH THE ERRORS OR ACTIONS OF THIRD PARTIES. MOOV IS NOT RESPONSIBLE FOR THE QUALITY, SAFETY, LEGALITY, OR ANY OTHER ASPECT OF ANY GOODS OR SERVICES YOU PURCHASE THROUGH THE MOOV SERVICES OR OTHERWISE IN CONNECTION WITH THE MOOV SERVICES.

10. LIMITATION OF LIABILITY.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NONE OF MOOV, ANY FI PARTNER, OR ANY OF THEIR RESPECTIVE AFFILIATES WILL BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES OF ANY KIND, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THE MOOV SERVICES OR THIS PLATFORM AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES OR LOSSES. MOOV’S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE WILL BE LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES INCURRED.

11. Suspension and Cancellation.

11.1. By Moov. To the extent not prohibited by Applicable Law, Moov may suspend or cancel this Platform Agreement, or suspend, cancel, or restrict your access to or use of all or any part of the Moov Services, immediately, for any reason, and without notice to you.

11.2. By You. You may cancel your Moov Account and your access to and use of the Moov Services at any time by notifying Moov at [email protected] at no additional cost to you, but you will remain responsible and liable for all obligations arising out of or relating to your Moov Account even after your Moov Account is closed. Any incomplete Transactions must be completed or cancelled, and you will transfer any amounts remaining in your Moov Account before closing your Moov Account. Notwithstanding the foregoing, you will not close your Moov Account to evade an investigation, if you have any pending Transaction or open Dispute, if you owe any amounts to Moov, or if your Moov Account is subject to a hold, limitation, or reserve.

11.3. Effect of Suspension and Cancellation. Suspension, restriction, or cancellation of this Platform Agreement or all or any part of the Moov Services will not affect any of Moov’s rights or your obligations arising out of or relating to this Platform Agreement or your access to or use of the Moov Services prior to such suspension or cancellation.

12. Dispute Resolution.

12.1. Governing Law. This Platform Agreement and any Dispute will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles.

12.2. Waiver of Jury Trial; No Class Action. SUBJECT TO APPLICABLE LAW AND THE ARBITRATION CLAUSE SET FORTH IN SECTION 12.3, YOU AND MOOV HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY OR TO SERVE AS REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY IN CONNECTION WITH ANY DISPUTE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY BY YOU AND MOOV, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE BE AVAILABLE. YOU AND MOOV ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION 12.2 IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY YOU AND MOOV. YOU AND MOOV ALSO AGREE NOT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE OTHER PARTY BASED UPON ANY CLAIM ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT.

12.3. Arbitration Clause. You and Moov agree that any Dispute that cannot be resolved through informal negotiation or, as provided below, in small claims court will be submitted for binding arbitration. The forum for arbitration will be in the city closest to your residence having a federal district courthouse. Any arbitration will be administered by the American Arbitration Association in accordance with its commercial arbitration rules and its supplementary procedures for consumer-related disputes. There will be no right or authority for any Dispute to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other Persons similarly situated. The arbitrator will apply the substantive law of the State of Colorado, exclusive of its conflict-of-law principles. The arbitrator’s authority to resolve any Dispute and to make awards is limited to Disputes between you and Moov alone. The authority to resolve any Dispute is subject to the limitations of liability set forth in this Platform Agreement. Any Dispute brought by either party against the other party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by the Company and Moov. No arbitration award or decision on any Disputes will be given preclusive effect as to issues or claims in any dispute with any Person not a party to the arbitration. If any portion of this Section 12.3 is stricken from this Platform Agreement or deemed to be illegal, invalid, or otherwise unenforceable, then this this Section 12.3 will be stricken in its entirety from this Platform Agreement. The provisions of this Section 12.3 and all arbitration awards duly made in connection therewith may be enforced in any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees, and expenses (including reasonable attorneys’ fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made hereunder will not be subject to review or appeal except as permitted by Applicable Law. Notwithstanding any provision of any agreement between you and Moov to the contrary: (a) you or Moov may seek interim relief from a court located in Denver, Colorado, to protect such party’s rights or property while arbitration is pending, and (b) Moov may bypass the aforementioned arbitration process in cases of fraud or other crimes against Moov, interference with Moov’s technical operations, suspected criminal activity, or violations of Moov’s rights or property, including Moov’s intellectual property rights. Additionally, any Dispute involving a claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in Denver, Colorado, if the claim and the parties are within the jurisdiction of the small claims court, so long as the matter remains in small claims court and proceeds only on an individual basis. You may reject this arbitration clause by sending a written rejection notice to Moov at: 6820 University Ave, STE 132, Cedar Falls, IA 50613, with a copy sent to [email protected]. Your rejection notice must be mailed within 30 days after you accept this Platform Agreement. Your rejection notice must state that you reject the arbitration clause and include your name, address, Moov Account information, and personal signature. No one else may sign the rejection notice. If your rejection notice complies with these requirements, this arbitration clause will not apply as between you and Moov, except for any Disputes that are pending litigation or arbitration at the time you send your rejection notice. Rejection of this arbitration clause will not affect your other rights or responsibilities under this Section 12.3 or this Platform Agreement.

13. Disclosures and Notices.

13.1. Consent to Electronic Disclosures, Notices, and Information. By establishing a Moov Account, or by otherwise accessing and using the Moov Services, you hereby agree that Moov may provide this Platform Agreement and all disclosures, notices, and other information arising out of or relating to this Platform Agreement, including any disclosures or notices required to be provided as a matter of Applicable Law (collectively, “Notices”), through electronic methods, including by emailing this Platform Agreement and Notices to your designated email address, by posting this Platform Agreement and Notices on Moov’s website, or by providing this Platform Agreement and Notices through your Moov Account or otherwise through the Moov Services. You acknowledge and agree that this Platform Agreement and any Notice provided by electronic methods will be effective within 24 hours following the provision of the same by Moov or such other period as may be specified by Moov therein and will have the same effect as if Moov had provided you with paper copies of this Platform Agreement or such Notices. You further acknowledge and agree that your electronic acceptance of or consent to this Platform Agreement and any Notices (if applicable) provided electronically will have the same legal effect as a physical signature. If you have any issues viewing or accessing this Platform Agreement or any Notices, then you will contact Moov at [email protected]. If you wish to withdraw your consent to receive this Platform Agreement and Notices through electronic methods, then you will contact Moov at [email protected]. Due to the nature of the Moov Services, you will not be able to use the Moov Services if you withdraw its consent to receive this Platform Agreement and all Notices electronically.

13.2. Text Message. You hereby authorize Moov to provide Notices to you via text message, including as may be necessary or appropriate to verify your control over your Moov Account (e.g., two-step verification) and to provide you with other critical information about your Moov Account. Standard text or data charges may apply to any Notices provided via text message. Where offered, you may disable text message notifications by responding to any such message with “STOP” or by following instructions provided in the text message. However, by disabling text messaging, you may be deactivating important security features associated with your Moov Account, which may increase the risk of loss to you. You will need a computer or mobile device, internet connectivity, and an updated browser to access and review Notices.

13.3. Your Contact Information. To ensure that Moov is able to provide Notices to you electronically, you must notify us of any change in your phone number, email address, or other text message address by updating such information with Moov. You agree that any Notice sent to you at an address provided to Moov will be effective, unless Moov receives notice from you of a change of address. Moov cannot accept responsibility for any Notices not received by you, or for any delay in the receipt or delivery of any Notices.

13.4. Copies of Notices and other Communications. You should print and save and/or electronically store a copy of any Notice of other communication that Moov sends to you electronically.

14. General Provisions.

14.1. Assignment. You will not assign or transfer this Platform Agreement or any of your rights or responsibilities hereunder. Moov may assign or transfer this Platform Agreement or any of its rights or responsibilities hereunder without restriction. Any purported assignment or transfer in breach of this Section 14.1 will be void ab initio.

14.2. Relationship; No Third-Party Beneficiaries. You and Moov are independent contractors and this Platform Agreement does not create a joint venture, employment, franchise, or agency relationship between you and Moov. This Platform Agreement is intended for the exclusive benefit of you and Moov and not intended to benefit any third party.

14.3. Force Majeure. Moov will not be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or internet service interruptions, or other acts or causes beyond the reasonable control of Moov, including any acts or omissions of any third party (e.g., Networks).

14.4. Third-Party Services. When you access or use the Moov Services, you may be made aware of services, products, offers, or promotions provided or otherwise made available by third parties (“Third-Party Services”). If you decide to access or use any Third-Party Services, then you are responsible for reviewing and understanding the terms, conditions, and fees applicable to such Third-Party Services. You acknowledge and agree that Moov is not responsible or liable for any Third-Party Services.

14.5. Remedies. The rights and remedies of Moov in connection with this Platform Agreement are cumulative, and Moov may enforce any of its rights or remedies under this Platform Agreement, along with any other rights and remedies available to it at law or in equity.

14.6. No Waiver. The failure of Moov to insist upon strict adherence to any term or condition of this Platform Agreement on any occasion will not be considered a waiver of such term or condition, nor will it deprive Moov of the right thereafter to insist upon strict adherence to such term or condition or any other term or condition of this Platform Agreement. Any waiver must be in a writing signed by Moov.

14.7. Severability. If any provision of this Platform Agreement is determined by any Governmental Authority to be illegal, invalid, or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law, and the remaining provisions will continue in full force and effect.

14.8. Survival. The following Sections of the Consumer User Terms will survive termination or expiration of this Platform Agreement: Section 1.6, Section 2, Section 4.1, Section 4.3, Section 4.4, Section 4.6, Section 4.7, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14, and Section 15.

14.9. Rules of Interpretation. For purposes of this Platform Agreement: (a) word importing the singular include the plural and vice-versa, (b) references to “Sections,” “subsections,” and other subdivisions without reference to a document are to designated Sections, subsections, and other subdivisions of this Platform Agreement, unless otherwise expressly set forth in this Platform Agreement, (c) the words “hereof,” “herein,” “hereunder,” and words of similar import, when used in this Platform Agreement, refer to this Platform Agreement as a whole and not to any particular provision of this Platform Agreement, (d) the terms “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation,” (e) the term “or” will be deemed to be used in the inclusive sense of “and/or,” unless the context requires otherwise, (f) the headings contained in this Platform Agreement are for reference purposes only and will not affect the meaning or interpretation of this Platform Agreement, (g) any consent or approval that may be given by a party may be given or withheld in the party’s sole and absolute discretion, unless otherwise expressly set forth in this Platform Agreement, and (h) all references in this Platform Agreement to days, months, or years means calendar days, calendar months, or calendar year, unless otherwise expressly set forth in this Platform Agreement.

14.10. Entire Agreement. This Platform Agreement constitutes the entire agreement between you and Moov with respect to the subject matter hereof and supersedes all prior communication, correspondence, and instruments in their entirety.

15. Definitions.

  • Account Credentials” has the meaning set forth in Section 3.2.
  • Affiliate” means any Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with another Person.
  • API” means application programming interface.
  • Applicable Law” means all applicable laws, rules, regulations, opinions, directives, and other binding requirements of, or administered or enforced by, any Governmental Authority.
  • Company” means any entity that Moov has authorized to make available the Moov Services through the entity’s applications, websites, or other digital commerce technology platforms.
  • Company Platform” means the applications, websites, or other digital commerce technology platforms of any Company.
  • Company Services” means, with respect to a Company, the Company’s Company Platform, together with the products and services provided or otherwise made available by the Company through the Company Platform.
  • Company Services Agreement” has the meaning set forth in Section 1.6(b).
  • Control” means, with respect to any Person, any other Person having, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
  • Dispute” means any dispute, claim, or controversy arising out of or relating to this Platform Agreement.
  • Effective Date” has the meaning set forth in the introduction of this Platform Agreement.
  • FI Partner” has the meaning set forth in the introduction of this Platform Agreement.
  • FI Partner Guidelines” has the meaning set forth in Section 1.3.
  • Governmental Authority” means any relevant federal, state, or local governmental, regulatory, administrative, or judicial authority.
  • Linked Account” means the demand deposit account owned by you and linked to your Moov Account.
  • Losses” has the meaning set forth in Section 8.
  • Moov” has the meaning set forth in the introduction of this Platform Agreement.
  • Moov Account” means a Person’s account with Moov that enables the Person to initiate Transactions using the Person’s designated Payment Method.
  • Moov IP” has the meaning set forth in Section 6.1.
  • Moov Platform” has the meaning set forth in Section 1.1.
  • Moov Privacy Policy” means the then-current version of Moov’s privacy policy, which is currently available at https://moov.io/legal/privacy-policy/, and which may be modified, supplemented, or replaced by Moov from time to time.
  • Moov Services” has the meaning set forth in Section 1.1.
  • Notices” has the meaning set forth in Section 13.1.
  • Payment Method” means a Linked Account, debit card, credit card, or other payment method supported through the Moov Services that is linked to your Moov Account.
  • Person” means an individual, or a corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization.
  • Personal Data” means any data or information about or related to an identified or identifiable individual.
  • Platform Agreement” has the meaning set forth in the introduction to this Platform Agreement.
  • Territory” means the United States of America and its territories.
  • Third-Party Services” has the meaning set forth in Section 14.4.
  • Transaction” means any transaction initiated through the Moov Services to purchase products or services from a Company or to make donations to a Company.
  • User Fees” has the meaning set forth in Section 1.6(d).

Commercial User Terms

1. General Overview.

1.1 Overview of the Moov Services. Moov is the provider of a technology platform and related APIs (collectively, the “Moov Platform”) through which Moov, in conjunction with one or more FI Partners or third parties, enables the initiation and receipt of funds transfers and payments and provides related services (the Moov Platform, together with the related services, collectively, “Moov Services”).

1.2. FI Partners. In order to provide or otherwise make available certain of the Moov Services, Moov may establish and rely on relationships with FI Partners and such FI Partners may establish certain requirements, standards, guidelines, and other expectations that apply to the Moov Services, as the same may be modified, supplemented, or replaced from time to time (collectively, “FI Partner Guidelines”). Therefore, the licenses granted under this Platform Agreement and the provision and availability of the Moov Services will be subject to any applicable FI Partner Guidelines.

1.3. Regulated Activity. Certain of the Moov Services may constitute regulated activity under Applicable Law. Accordingly, Moov has engaged third parties, including FI Partners, to provide certain aspects of the Moov Services, including for the purpose of receiving and transmitting funds, as necessary or appropriate for Moov to provide or otherwise make available the Moov Services to Users.

1.4. Territory. Users may only access and use the Moov Services in the Territory.

1.5. Accessing and Using the Moov Services through a Company. If User accesses and uses the Moov Services through a Company, then User acknowledges and agrees as follows:

  • Selection of the Moov Services. The Company will be responsible for determining and selecting which Moov Services to make available to User through the Company Services.
  • Responsibility for Company Services. Neither Moov nor any FI Partner will be responsible or liable for User’s relationship with, or any agreement User maintains with, the Company (each, a “Company Services Agreement”), for User’s access to or use of the Company Services, or for the Company providing, performing, or otherwise making available the Company Services to User. The Company will not be acting on behalf of Moov or any FI Partner in providing, performing, or otherwise making available the Company Services and the Company will be responsible for all aspects of providing, performing, or otherwise making available the Company Services to User in accordance with the terms and conditions of the applicable Company Services Agreement.
  • User Service and Support. In general, the Company will be responsible for providing all User service and support to User in connection with the Company Services and the Moov Services, including as it relates to responding to, investigating, addressing, and otherwise resolving all inquiries and complaints of Users.
  • Fees and Charges. Except with respect to Payment Acceptance Transaction Fees, which will be directly charged to Users by Moov and collected from Users by or on behalf of Moov, the Company will be responsible for establishing the fees, expenses, and other amounts applicable to User’s access to and use of the Moov Services through the Company Services (collectively, “User Fees”), establishing the invoicing and payment terms applicable to User, and establishing a dispute process for User Fees, in each case, pursuant to the applicable Company Services Agreement.

1.6. Services Terms. If User accesses and uses any of the Moov Services identified below, then User’s access to and use of such Moov Services will be subject to the terms and conditions applicable to such Moov Services (“Services Terms”), which Services Terms are set forth at the end of the Commercial User Terms. The Services Terms supplement the terms and conditions of the Commercial User Terms. The terms and conditions of the Commercial User Terms and the terms and conditions of the Services Terms will be interpreted consistently to the extent possible. However, in the event of any unresolvable conflict between any term or condition of the Commercial User Terms and any term or condition of any Services Terms, the applicable term or condition of the Service Terms will govern with respect to the applicable Moov Service only to the extent necessary to resolve such conflict.

  • ACH Transfer Services. If User accesses and uses the Moov Services to initiate or receive funds transfers through the ACH network (the “ACH Transfer Services”), then User also will be subject to the Services Terms applicable to the ACH Transfer Services set forth in this Platform Agreement (the “ACH Transfer Services Terms”). If User accesses and uses the ACH Transfer Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the ACH Transfer Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the ACH Transfer Services.
  • Merchant Processing Services. If User accesses and uses the Moov Services to accept debit and credit payment methods offered by or through Networks supported by the Moov Services (each, a “Payment Method”) in connection with the sale of goods or services or the acceptance of donations (the “Merchant Processing Services”), then User also will be subject to the Services Terms applicable to the Merchant Processing Services set forth in this Platform Agreement (the “Merchant Processing Services Terms”), which Merchant Processing Services Terms, together with the Commercial User Terms (except for Sections 1.6(a), (c), and (d) of the Commercial User Terms), will constitute User’s merchant agreement required under applicable Network Rules. If User accesses and uses the Merchant Processing Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the Merchant Processing Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the Merchant Processing Services.
  • RTP Network Services. If User accesses and uses the Moov Services to initiate or receive funds transfers through the RTP network operated by The Clearing House Payments Company L.L.C. (the “RTP Transfer Services”), then User also will be subject to the Services Terms applicable to the RTP Transfer Services set forth in this Platform Agreement (the “RTP Transfer Services Terms”). If User accesses and uses the RTP Transfer Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the RTP Transfer Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the RTP Transfer Services.
  • Card Network Transfer Services. If User accesses and uses the Moov Services to initiate or receive real-time funds transfers through the push-to-card and account-to-account transfer services offered through Visa and Mastercard (the “Card Network Transfer Services”), then User also will be subject to the Services Terms applicable to the Card Network Transfer Services set forth in this Platform Agreement (the “Card Network Transfer Services Terms”). If User accesses and uses the Card Network Transfer Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the Card Network Transfer Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the Card Network Transfer Services.

1.7. Changes to this Platform Agreement. Except as otherwise provided in this Platform Agreement, Moov may modify, supplement, or replace all or any part of this Platform Agreement from time to time upon Notice to User in accordance with the terms of this Platform Agreement and User’s continued access to and use of the Moov Services following such Notice will constitute User’s acceptance of this Platform Agreement as the same has been modified, supplemented, or replaced by Moov.

2. The Moov Services.

2.1. License. Subject to User’s compliance with the terms and conditions of this Platform Agreement, Moov grants User a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Moov Services only as expressly permitted by and in accordance with this Platform Agreement.

2.2. License Restrictions. User will not, and will not allow any third party to: (a) access or use all or any part of the Moov Services in a manner that is not expressly permitted under this Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit access to or use of all or any part of the Moov Services; (c) create derivative works of all or any part of the Moov Services; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov Services to any third party except as otherwise expressly permitted under this Platform Agreement; (e) reverse engineer, disassemble, or decompile all or any part of the Moov Services; or (f) misuse, damage, disrupt, or impair all or any part of the Moov Services or interfere with any other Person’s access to or use of the Moov Services.

2.3. Modifications. Moov may modify, replace, or discontinue all or any part of the Moov Services from time to time, including by imposing limitations or other restrictions on User’s access to or use of the Moov Services. Moov will use commercially reasonable efforts to notify User in advance of any material modifications to the Moov Services or of Moov’s decision to replace or discontinue all or any part of the Moov Services.

3. General Obligations of Users.

3.1. Establishment of a Moov Account. In order for User to access and use the Moov Services, User may be required to establish and maintain a Moov Account. User will ensure that all information, data, and supporting documentation necessary to establish a Moov Account is provided or otherwise made available to Moov and that such information, data, and supporting documentation is accurate, complete, authentic, valid, and timely. User will promptly notify Moov of any change to any information, data, or supporting documentation previously provided or otherwise made available to Moov. As between Moov and User, User will be ultimately responsible and liable for all activity associated with User’s Moov Account.

3.2. Moov Account Credentials. To the extent User is provided with credentials to access and use the Moov Services (“Account Credentials”), User agrees that it will be responsible and liable for securing, protecting, and limiting disclosure of such Account Credentials and for any unauthorized access to or use or disclosure of such Account Credentials. User will notify Moov immediately, by emailing [email protected], if User become aware of any actual or suspected unauthorized access to or use or disclosure of any Account Credentials.

3.3. Purpose. User may only access and use the Moov Services for business and commercial purposes. User will not access or use, or permit any other Person to access or use, the Moov Services for personal, family, or household purposes.

3.4. Integrating the Moov Services. To the extent User is required to perform any steps or functions to integrate the Moov Services with User’s applications, websites, and other digital commerce platforms, the Company through which User accesses and uses the Moov Services will be responsible for communicating such requirements to User and User will be responsible for performing such steps and functions to integrate the Moov Services with User’s applications, websites, and other digital commerce platforms.

3.5. Responsibility for User Products and Services. User will be responsible for all aspects of providing or otherwise making available User’s products and services to Customers and otherwise fulfilling its obligations to Customers in accordance with the applicable Customer Agreement. User will ensure that User provides or otherwise makes available User’s products and services in a manner that complies with all Applicable Law, Network Rules, and FI Partner Guidelines and with this Platform Agreement, and that Customers access and use User’s products and services in accordance with Applicable Law, Network Rules, FI Partner Guidelines, and this Platform Agreement. Without limiting the foregoing, User will not engage in any unfair, deceptive, or abusive act, practice, or conduct in connection with this Platform Agreement.

3.6. Relationship with Customers.

  • User will be responsible for all aspects of User’s relationship with Customers and User’s provision of User’s products and services to such Customers, including as it relates to the performance or non-performance of User or such products and services.
  • User will ensure that each Customer Agreement (1) complies with Applicable Law and Network Rules, (2) clearly, accurately, and completely discloses all relevant terms, conditions, and policies applicable to the sale and purchase of User’s products and services, (3) does not include any representations, warranties, or covenants by or on behalf of Moov or otherwise obligate Moov, and (4) does not create any conflict or inconsistency with this Platform Agreement.
  • User will ensure that it obtains all consents, authorizations, permissions, and approvals from Customers necessary for Moov, any applicable third party of Moov, and User to exercise their rights and perform their obligations in connection with this Platform Agreement.

3.7. Compliance with Certain Requirements. User will access and use the Moov Services and will otherwise exercise its rights and perform its obligations in connection with this Platform Agreement in accordance with all Applicable Law, Network Rules, and FI Partner Guidelines and with this Platform Agreement. User will not take or fail to take any action that could cause User or Moov to violate any Applicable Law, Network Rules, or FI Partner Guidelines.

3.8. Transactions.

  • Transaction Instructions. User will be responsible for submitting Transaction requests and instructions to Moov through the Moov Services and for ensuring such Transaction requests and instructions are accurate, complete, authentic, valid, and timely.
  • Responsibility for Transactions. User will be responsible and liable for all Transactions arising out of or relating to User’s access to and use of the Moov Services, including for ensuring such Transactions comply with Applicable Law, Network Rules, FI Partner Guidelines, and this Platform Agreement. As between Moov and User, User will be responsible for monitoring and evaluating Transactions, determining whether Transactions are erroneous, fraudulent, or otherwise suspicious, reasonably investigating any potentially erroneous, fraudulent, or otherwise suspicious Transactions, and contacting Customers before submitting any Transaction that User knows, or reasonably should know, or suspects, or reasonably should suspect, is erroneous, fraudulent, or otherwise suspicious.
  • Transaction Disputes. User will be responsible for responding to, addressing, and resolving all disputes, returns, reversals, refunds, chargebacks, and adjustments, regardless of reason or timing, arising out of or relating to Transactions (each, a “Transaction Dispute”) in accordance with all Applicable Law, Network Rules, and FI Partner Guidelines. Subject to the foregoing, User will clearly, accurately, and completely disclose User’s Transaction Dispute policies and procedures to Customers. If Moov becomes aware of a Transaction Dispute, then Moov will use commercially reasonable efforts to notify User of such Transaction Dispute as may be required under Applicable Law, Network Rules, or FI Partner Guidelines. In all cases, User will provide Moov with any information, data, and supporting documentation requested by Moov regarding the status and resolution of any Transaction Dispute and will otherwise cooperate with Moov in connection with any Transaction Dispute.

3.9. Prohibited and Restricted Use.

  • Without limiting any other provision of this Platform Agreement, User will not access or use the Moov Services as follows: (1) in, by, or for any country or Person sanctioned, embargoed, or blocked by any Governmental Authority, including by reason of inclusion on a list maintained by the U.S. Office of Foreign Asset Control (“OFAC”), (2) in any manner that violates, or could reasonably be expected to violate, Applicable Law, Network Rules, or FI Partner Guidelines, (3) in connection with any activity or type of business identified by Moov or any applicable FI Partner from time to time as a restricted or prohibited activity or business, or (4) in violation of any other restrictions, whether applicable to the Moov Services generally or Transactions or Transaction types specifically, established by Moov or any applicable FI Partner from time to time.
  • Without limiting any other provision of this Platform Agreement, User will not access or use the Moov Services in connection with any of the following activities or types of businesses without Moov’s prior written approval: (1) online gambling or daily fantasy sports; (2) investment advisory services, securities brokers, or credit services; (3) the sale of cannabis, tetrahydrocannabinol containing products, or marijuana containing products, including paraphernalia for the use of such products; (4) the sale of Cannabidiol containing products, including hemp or hemp derivatives; (5) adult entertainment, pornography, escort, or online dating services; (6) the sale of guns, weapons, or ammunition; (7) cryptocurrency sales, money transmission, currency exchanges, check cashers, or any other activities subject to federal registration as a money services business or subject to licensure by a state financial regulator; (8) sale of in-game currency, convertible virtual currency, or other tokens representing value; (9) multi-level marketing programs; (10) fireworks sales; (11) pawn shops, title pawn business, or lenders charging annual percentage rates higher than 36 percent; (12) pharmaceutical, nutraceuticals, pseudo pharmaceuticals, supplements, or controlled-substance mimicking product sales; (13) sale of counterfeit, knock-off, or brand-infringement goods; (14) tobacco product sales; (15) debt collection; or (16) debt counselling or debt settlement programs.
  • User acknowledges and agrees that User is responsible and liable for regularly screening User’s access to and use of the Moov Services for potential prohibited or restricted use cases.

3.10. Customer Service and Support.

  • Generally. User will be responsible for providing all customer service and support to Customers in connection with User’s products and services. User also will be responsible for providing all customer service and support to Customers in connection with the Moov Services.
  • Inquiries and Complaints. User will promptly respond to, investigate, address, and otherwise resolve all inquiries and complaints submitted to User by any Customer. User will promptly notify Moov of any inquiry, complaint, or other actual or threat of legal process, litigation, or regulatory action by any Governmental Authority or other third party arising out of or relating to the Moov Services or any Transaction. Additionally, User will promptly notify Moov of any allegation that User is engaging in, or has engaged in, any acts, practices, or conduct that violates Applicable Law or Network Rules.

3.11. Information provided by User. User will provide or otherwise make available all information and data about or related to User requested by Moov in connection with the Moov Services or this Platform Agreement. User also authorizes Moov and any FI Partner to obtain financial, credit, and other information about or related to User in connection with this Platform Agreement, including for the purpose of making a determination of whether to approve User for any Moov Services and evaluating User’s financial and credit status on an initial and ongoing basis. User will promptly notify Moov of any change to any information or data about or related to User previously provided or otherwise made available to Moov. As between Moov and User, User will be responsible and liable for the accuracy, completeness, authenticity, and validity of all information and data about or related to User provided or otherwise made available to Moov in connection with the Moov Services and this Platform Agreement and User agrees that Moov may rely on all such information and data without further inquiry into the accuracy, completeness, authenticity, or validity of such information or data. User authorizes Moov and any FI Partner to share information provided or otherwise made available to Moov or such FI Partner with third parties, including the Networks and any other Person involved in the provision of Moov Services.

3.12. Records; Audits.

  • Records. User will keep, maintain, and share with Moov upon request complete and accurate books and records in connection with User’s access to and use of the Moov Services and Transactions (collectively, “Records”). User will keep and maintain Records sufficient for Moov to determine User’s compliance with this Platform Agreement.
  • Audit Rights. From time to time, Moov, any applicable FI Partner, any Network, any Governmental Authority, and/or any designees of any of the foregoing Persons (each, an “Auditing Party”) may need to inspect, examine, or otherwise audit User, including User’s facilities, personnel, books, records, accounts, data, reports, or other similar materials, information, or data involved in or related to User’s activities in connection with this Platform Agreement (each, an “Audit”). While Moov will use commercially reasonable efforts to provide advance notice of any Audit of User by an Auditing Party, upon any notice to User, User agrees that any Auditing Party may conduct an Audit of User. If the results of any Audit reveal any material issues, including User’s non-compliance with this Platform Agreement, User will take all appropriate actions, including any actions required by any applicable Auditing Party, to promptly remedy such issues within the time frames established by the Auditing Party and will provide the Auditing Party with any evidence reasonably required by the Auditing Party to demonstrate such issues have been properly remediated. User will fully cooperate with any Auditing Party in connection with any Audit of User.

3.13. Use of Third Parties. User will not use any third party to exercise User’s rights or perform User’s obligations in connection with this Platform Agreement without obtaining Moov’s prior written consent. If User is permitted to and does use a third party in connection with this Platform Agreement, then User will be responsible and liable for the acts and omissions of such third party as if such acts or omissions were the acts or omissions of User.

4. Establishment of Various Accounts.

4.1. Holding Account. Moov’s FI Partners have established one or more pooled holding accounts to be used in connection with the Moov Services (collectively, the “Holding Account”). All funds arising out of or relating to User’s activity in connection with the Moov Services, including User’s Transactions, will be recorded, on a net basis, as a positive or negative balance in User’s Moov Account (“Moov Balance”). User’s Moov Balance will be held by an FI Partner in the Holding Account. In order to access and use the Moov Services, User may be required to maintain a minimum Moov Balance in the Holding Account, which will be communicated to User through User’s Moov Account. User acknowledges that the Holding Account is not User’s deposit account and that User cannot otherwise establish a deposit account or other financial account with Moov. USER ACKNOWLEDGES AND AGREES THAT USER WILL NOT RECEIVE INTEREST ON ANY FUNDS MAINTAINED IN THE HOLDING ACCOUNT AND THAT FUNDS HELD IN THE HOLDING ACCOUNT WILL NOT BE ELIGIBLE FOR DEPOSIT INSURANCE ADMINISTERED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR SHARE INSURANCE ADMINISTERED BY THE NATIONAL CREDIT UNION ADMINISTRATION. IN THE EVENT ANY APPLICABLE FI PARTNER BECOMES SUBJECT TO A RECEIVERSHIP, USER HEREBY ACKNOWLEDGES AND AGREES THAT USER MAY LOSE ALL VALUE REPRESENTED IN USER’S MOOV BALANCE.

4.2. Linked Account. User will establish and maintain a Linked Account to be used exclusively for business purposes in connection with the Moov Services. User’s Linked Account will be established and maintained at a federally or state chartered financial institution or credit union in the Territory that is reasonably acceptable to Moov. User will not change User’s Linked Account without Moov’s prior written consent. User will ensure that User maintains sufficient funds in User’s Linked Account to satisfy User’s payment, settlement, and other financial obligations in connection with the Moov Services. Subject to any minimum Moov Balance requirement applicable to User, User will have the ability to initiate transfers of User’s excess Moov Balance to User’s Linked Account.

4.3. Authorization to Debit and Credit Moov Balance and Linked Account. User hereby authorizes Moov and any applicable FI Partner to electronically debit and credit User’s Moov Balance and Linked Account for the purpose of satisfying User’s payment, settlement, and other financial obligations, and to otherwise act in accordance with User’s or any Company’s instructions with respect to User, in connection with the Moov Services and this Platform Agreement. User hereby acknowledges and agrees that the authorization provided by User in this Section 4.3 will remain in full force and effect until User notifies Moov that User wishes to revoke such authorization. If User wishes to revoke the authorization provided by User in this Section 4.3, then User will provide Moov with at least 10 business days’ prior notice to cancel such authorization.

5. Ownership.

5.1. Moov IP. As between Moov and User, Moov will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, Marks, documentation, and other materials owned by or licensed to Moov, including the Moov Services, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Moov IP”). User acknowledges and agrees that there are no implied licenses in or to all or any part of the Moov IP.

5.2. Trademark License. User hereby grants to Moov a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to use, display, and reproduce User’s name, logo, trademarks, service marks, and domain names (collectively, “Marks”) as expressly authorized by this Section 5.2. Moov may use, display, and reproduce User’s Marks on Moov’s webpages, in Moov’s marketing materials and communications, and in Moov’s investor and financial presentations and materials for the purpose of identifying User as a user of the Moov Services. User will not use, display, or reproduce Moov’s Marks for any reason. Each party acknowledges that the other party’s Marks are and will remain the exclusive property of such party and all use, display, and reproduction by a party of the other party’s Marks will inure solely to the benefit of the licensor of such Marks.

5.3. License Restrictions. User will not, and will not allow any third party to: (a) access or use all or any part of the Moov IP in a manner that is not expressly permitted under this Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit use of all or any part of the Moov IP; (c) create derivative works of all or any part of the Moov IP; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov IP to any third party; (e) reverse engineer, disassemble, or decompile all or any part of the Moov IP; or (f) misuse, damage, disrupt, or impair all or any part of the Moov IP or interfere with any other Person’s access to or use of the Moov IP.

5.4. Feedback. If any Feedback is provided to Moov by or on behalf of User, then User, on behalf of itself and any individual providing such Feedback, hereby grants to Moov a perpetual, worldwide license to use, disclose, publish, profit from, and otherwise exploit such Feedback, without restriction and without any attribution or compensation to User or any applicable individual, for any purpose.

6. Data Rights and Restrictions.

6.1. Ownership Moov Data. As between Moov and User, Moov will own all right, title, and interest in and to all Moov Data and Moov will not be subject to any restrictions under this Platform Agreement with respect to such Moov Data.

6.2. Ownership and Use of Services Data. As between Moov and User, Moov will own all right, title, and interest in and to all Services Data and Moov will not be subject to any restrictions under this Platform Agreement with respect to such Services Data. Moov hereby grants User a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to (a) access and use Services Data only to the extent necessary for User to perform User’s obligations under this Platform Agreement and (b) disclose to a particular Customer (and only to that Customer) Services Data specific to that Customer only to the extent necessary for User to perform User’s obligations under this Platform Agreement with respect to that Customer. User acknowledges and agrees that there are no implied licenses in or to all or any part of the Services Data.

6.3. Privacy Policy. The Moov Privacy Policy explains how and for what purposes Moov may collect, use, retain, disclose, and safeguard certain data, including Personal Data, in connection with the Moov Services. User acknowledges and agrees that Moov may collect, use, retain, and disclose data to the extent not prohibited by Applicable Law or the Moov Privacy Policy.

7. Confidentiality.

7.1. Confidential Information. A Disclosing Party may disclose or otherwise make available information or material to the Receiving Party, and such information and material will be deemed to be “Confidential Information” if, when disclosed or otherwise made available, whether in writing, verbally, or otherwise, (a) it contains proprietary information of the Disclosing Party, including trade secrets, software, object code, source code, file specifications, installation and operating instructions, end-user manuals, end-user agreements, training materials, guides, listings, functional and technical specifications relating to the Moov Services, systems, procedures, manuals, confidential reports, business plans, or customer lists; (b) it is designated as confidential by the Disclosing Party; or (c) it should reasonably be understood by the Receiving Party, given the nature of the information or material or the circumstances surrounding its disclosure, to be confidential. As between Moov and User, Moov Data and Services Data will constitute Moov’s Confidential Information.

7.2. Exclusions. The obligations under this Platform Agreement with respect to Confidential Information, including the restrictions on use and disclosure thereof, will not apply to information or material that (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party, (b) is or becomes rightfully known by the Receiving Party, without restriction on disclosure or use, from a Person other than the Disclosing Party, or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as can be shown by documentary evidence. The Receiving Party will have the burden of establishing that any information does not constitute Confidential Information under this Platform Agreement.

7.3. Use and Disclosure. Each Receiving Party will hold the Confidential Information it receives in strict confidence and take appropriate precautions to protect such Confidential Information, which precautions will include, at a minimum, such precautions as such Receiving Party employs to protect its own Confidential Information but no less than commercially reasonable precautions. Except as otherwise expressly permitted in this Platform Agreement, a Receiving Party will not use or disclose to any third party any Confidential Information of the Disclosing Party. A Receiving Party may use and disclose Confidential Information of a Disclosing Party only to the extent necessary for such Receiving Party to exercise its rights or perform its obligations under this Platform Agreement; provided, that, the Receiving Party may not disclose Confidential Information of the Disclosing Party to any Person unless such Person (a) has a “need to know” such Confidential Information for the purposes of the Receiving Party exercising its rights or performing its obligations under this Platform Agreement, and (b) is subject to confidentiality obligations that offer at least the same degree of protection as the confidentiality obligations set forth in this Platform Agreement.

7.4. Disclosure Required by Applicable Law. If any Governmental Authority requires a Receiving Party to disclose Confidential Information of a Disclosing Party, the Receiving Party will: (a) notify the Disclosing Party in writing as soon as practicable after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law); (b) use all reasonable efforts to limit the scope of such disclosure, disclose only the Confidential Information reasonably required to comply with the requirement, and use reasonable efforts to obtain confidential treatment of or protection by order of any Confidential Information; and (c) permit, subject to Applicable Law, the Disclosing Party to seek a protective order or to otherwise challenge or limit the disclosure of the Confidential Information prior to the disclosure thereof.

7.5. Equitable Remedies. Each party acknowledges that breach by it of one or more obligations in this Section 7 will cause the other party to suffer immediate and irreparable harm for which money damages would be an inadequate remedy. Therefore, if a party breaches one or more obligations under this Section 7, the other party will be entitled to injunctive or equitable relief as well as any additional relief that may be appropriate or otherwise available to such party.

8. Security.

8.1. Security Program. User will establish and maintain an information security program that includes appropriate administrative, technical, and physical safeguards designed to (the “Security Program”): (a) protect the security, confidentiality, availability, and integrity of Confidential Information and Personal Data; (b) protect against any anticipated threats or hazards to the security and integrity of Confidential Information and Personal Data, (c) protect against unauthorized access to or use or disclosure of Confidential Information and Personal Data, (d) address computer and network security, physical security, and a security incident response program; (e) ensure the secure destruction and disposal of Confidential Information and Personal Data; and (f) ensure compliance with all Applicable Law and Network Rules with respect to Confidential information and Personal Data.

8.2. Security Incident. User agrees to notify Moov promptly upon becoming aware of any actual or potential Security Incident. User will cooperate with Moov in good faith to mitigate any adverse consequences of any Security Incident and to otherwise satisfy the obligations of User, Moov, or any FI Partner under Applicable Law, Network Rules, and any requirements and instructions of any Governmental Authority, Network, or FI Partner.

9. Representations and Warranties.

User represents and warrants, on the Effective Date and on each day during the Term (as applicable), that:

  • User and any representative of User responsible for accessing or using the Moov Services on behalf of User is at least 18 years old;
  • If User is a corporate entity, User is validly existing, in good standing, and free to enter into this Platform Agreement.
  • the signatory executing this Platform Agreement on User’s behalf has been duly authorized to do so by all required corporate action.
  • User has the full right, power, and authority to enter into, and perform the obligations and grant the rights under, this Platform Agreement.
  • When executed and delivered by User, this Platform Agreement is legally binding upon and enforceable against User and does not conflict with any agreement, instrument, or understanding, oral or written, to which User is a party or by which User is bound.
  • there are no proceedings pending or, to User’s knowledge, threatened or reasonably anticipated that would challenge or that may have a material adverse effect on User’s performance under this Platform Agreement.
  • User has obtained and maintains all consents, authorizations, permissions, and approvals necessary for Moov to exercise its rights and perform its obligations in connection with this Platform Agreement.
  • User is accessing and using the Moov Services in compliance with all Applicable Law, Network Rules, and FI Partner Guidelines and with this Platform Agreement.
  • With respect to any information or data provided to Moov in connection with the Moov Services: (1) such information and data is accurate, complete, authentic, valid, and timely; (2) such information and data has been provided in the form, format, and method required under Applicable Law, Network Rules, and FI Partner Guidelines; (3) User has obtained all consents, authorizations, permissions, and approvals necessary to provide or otherwise make available such information and data to Moov; and (4) Moov may access, use, and disclose such information and data as necessary to exercise its rights and perform its obligations in connection with this Platform Agreement.
  • each time User submits any instruction to Moov through the Moov Services: (1) the instruction and any corresponding Transaction has been properly authorized in accordance with Applicable Law and Network Rules in order for Moov and any applicable third party to initiate and complete the corresponding Transaction and such authorization has not been revoked or terminated; (2) the instruction and any corresponding Transaction represents a bona fide Transaction and complies with all Applicable Law and Network Rules; (3) the instruction and any corresponding Transaction does not violate, and will not cause Moov or any applicable third party to violate, any Applicable Law or Network Rules, including any warranties required to be made by Moov or the applicable third party under any Applicable Law or Network Rules; (4) the instruction and any corresponding Transaction is timely; (5) the instruction provides complete and accurate information and data; and (6) Moov and any applicable third party may rely and act on the information and data in the instruction and submit and complete any corresponding Transaction and Moov’s reliance on such information and data and submission of such corresponding Transaction will not cause Moov or such third party to violate any Applicable Law or Network Rules or otherwise result in any liability or losses to Moov or such third party.
  • User accepts the inherent risk associated with accessing and using the Moov Services through the internet, including the unreliability of hosting services, internet intermediaries, internet service providers, and other service providers and accepts all responsibility and liability for choosing to use a technology that does not guarantee the security or reliability of the Moov Services at all times.

10. Idemnification.

10.1. User’s Obligations. User will indemnify, defend (at Moov’s election), and hold harmless Moov and its Affiliates, any applicable FI Partner, and each of Moov’s and its Affiliates’ and any applicable FI Partner’s respective officers, directors, employees, and agents (each, a “Moov Indemnitee”), from and against all damages, losses, liabilities, penalties, fines, assessments, losses, judgments, costs, expenses (including reasonable attorneys’ fees and the cost of defense), and other amounts (collectively, “Losses”) in connection with any claim, action, demand, investigation, or proceeding (each, a “Claim”) arising out of, relating to, or alleging: (a) any breach of this Platform Agreement by User; (b) any Transaction, attempted Transaction, or purported Transaction, including any error, fraud, dispute, return, reversal, refund, chargeback, adjustment, duplication, cancellation, or amendment in connection with any Transaction, attempted Transaction, or purported Transaction; (c) any fines, penalties, assessments, or other amounts assessed or imposed by any Governmental Authority, Network, or FI Partner in connection with User’s access to or use of the Moov Services; (d) any taxes, interest, penalties, assessments, or other amounts assessed or imposed by any taxing authority applicable to User; (e) any relationship or agreement between User and any Customer or third party; (f) any of User’s products or services; (g) any infringement, misappropriation, or other violation of any Intellectual Property Rights of any third party by User; and (h) any negligence, willful misconduct, or fraud of User, or User’s directors, officers, employees, agents, and representatives.

10.2. Process. If any Claim is asserted against a Moov Indemnitee, then Moov will promptly notify User in writing of such Claim. Upon receipt of notice of any Claim from Moov, User will assume the defense of such Claim except as otherwise elected by Moov. If Moov elects to require User to defend any Claim, then Moov may participate, at its own cost and expense, in the defense of such Claim and retain counsel of its own choosing. If Moov elects to require User to defend any Claim, then User will not agree to settle or compromise any Claim without Moov’s prior written consent (which will not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise (a) is only for the payment of money damages for which Moov will be released and fully indemnified under this Platform Agreement, (b) includes an unconditional release of Moov from all liability on claims that are the subject matter of such Claim, (c) does not include any statement as to or admission of fault, culpability, or failure to act by or on behalf of Moov, and (d) does not require Moov to take any action or inaction.

11. DISCLAIMER OF WARRANTIES.

THE MOOV SERVICES ARE AND WILL BE PROVIDED “AS IS” AND “AS AVAILABLE” AND MOOV HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (A) MOOV DOES NOT REPRESENT OR WARRANT THAT THE MOOV SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR, AND (B) USER ACKNOWLEDGES THAT HOSTING OR TRANSMITTING DATA ONLINE INVOLVES RISKS OF UNAUTHORIZED ACCESS, USE, DISCLOSURE, OR EXPOSURE AND USER HEREBY ACCEPTS SUCH RISKS. MOOV MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOOV SERVICES ARE COMPATIBLE WITH USER’S EQUIPMENT, THAT THE MOOV SERVICES ARE FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, MALICIOUS, OR CORRUPTED FILES, OR THAT DATA SENT THROUGH THE MOOV SERVICES WILL NOT BE ACCESSED, USED, DISCLOSED, OR EXPOSED THROUGH THE ERRORS OR ACTIONS OF THIRD PARTIES. USER ACKNOWLEDGES AND AGREES THAT USER HAS INDEPENDENTLY EVALUATED MOOV AND THE MOOV SERVICES AND THE MOOV SERVICES’ APPLICATION TO USER’S NEEDS. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT WILL NOT APPLY TO THIS PLATFORM AGREEMENT.

12. LIMITATION OF LIABILITY.

12.1. DISCLAIMER OF DAMAGES. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, (A) NONE OF MOOV, ANY FI PARTNER, OR ANY NETWORK, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES OF ANY KIND, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES OR LOSSES, AND (B) NONE OF MOOV, ANY FI PARTNER, OR ANY NETWORK, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS WILL BE RESPONSIBLE OR LIABLE FOR DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO ANY DELAYS OR PROBLEMS CAUSED BY ANY TELECOMMUNICATIONS CARRIERS, INTERNET SERVICE PROVIDERS, OR OTHER COMMUNICATIONS NETWORK PROVIDERS OR THE BANKING SYSTEM. FURTHER, NEITHER MOOV NOR ANY FI PARTNER WILL BE RESPONSIBLE OR LIABLE FOR ANY PERFORMANCE FAILURE OR OTHER ACT OR OMISSION OF ANY THIRD PARTY OUTSIDE OF MOOV’S OR SUCH FI PARTNER’S REASONABLE CONTROL (E.G., NETWORKS).

12.2. LIABILITY CAP. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, USER HEREBY ACKNOWLEDGES AND AGREES THAT MOOV’S AND ANY FI PARTNER’S AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY USER FOR THE MOOV SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES OR LOSSES.

12.3. Cooperation in Loss Recovery Efforts. In the event that Moov or any applicable FI Partner is liable in connection with this Platform Agreement, User agrees to fully cooperate with Moov and such applicable FI Partner or Network in any Loss recovery efforts.

13. Term and Termination.

13.1. Term. The term of this Platform Agreement will begin as of the Effective Date and will continue in effect until terminated by User or Moov (the “Term”).

13.2. Suspension and Termination Rights. Moov may suspend or terminate this Platform Agreement or suspend, terminate, or restrict User’s access to or use of all or any part of the Moov Services in the event: (a) the Company through which User accesses and uses the Moov Services directs Moov to suspend or terminate User’s access to or use of the Moov Services as a result of User’s failure to pay any amounts due in connection with the applicable Company Services Agreement; (b) the Company through which User accesses and uses the Moov Services is no longer authorized to make available the Moov Services through the Company Services; (c) User fails to provide any information or data requested or required by Moov within the time frames requested or required by Moov; (d) User withdraws User’s consent to receive Notices electronically; (e) User revokes the authorization provided by User under Section 4.3 of the Commercial Terms; (f) any FI Partner discontinues or modifies its support for the Moov Services in a manner that makes Moov’s continued provision of the Moov Services impracticable; or (g) Moov reasonably determines that (1) User has breached this Platform Agreement, (2) User is no longer eligible to access or use the Moov Services, (3) there is or has been unauthorized access to or use of the Moov Services by or through User, (4) suspension or termination may be necessary or appropriate in order to comply with any Applicable Law, Network Rules, FI Partner Guidelines, or instruction from any Governmental Authority, Network, or FI Partner, or (5) continued access to or use of the Moov Services by User poses unacceptable compliance, security, financial, or reputational risk to Moov or any FI Partner.

13.3. Effect of Termination. Upon termination of this Platform Agreement, (a) User will immediately stop using the Moov Services to initiate any new Transactions, (b) all rights and licenses granted to User will terminate as of the effective date of such termination, (c) all unpaid amounts related to User’s access to and use of the Moov Services will become immediately due and payable, and (d) within 30 days following a written request from Moov, User will (1) destroy all copies of Confidential Information disclosed to it under this Platform Agreement, and (2) certify in a writing signed by one of User’s authorized representatives that it has complied with its obligations under this Section 13.3. User acknowledges and agrees that User will have a continuing obligation after the termination of this Platform Agreement to properly provide all information, data, and supporting documentation requested or required by Moov, and to otherwise cooperate with Moov, to ensure the proper disbursement of any funds available in User’s Moov Balance or otherwise associated with User’s Moov Account to the appropriate Persons.

13.4. Wind-Down. Upon expiration or termination of this Platform Agreement, User will fully cooperate with Moov to promptly wind-down the parties’ relationship under this Platform Agreement and the Moov Services in a smooth and orderly fashion within the time frame established by Moov (the “Wind-Down Period”), including by providing all information and assistance reasonably requested by Moov to complete or otherwise address any pending Transactions or activity, to provide User’s funds to User, and to otherwise take such actions as are necessary or appropriate for the smooth and orderly wind-down of the parties’ relationship and the Moov Services. During the Wind-Down Period, the parties agree to work in good faith to consider options for making available certain Services Data to a successor provider designated by User in a manner that complies with Applicable Law, Network Rules, and FI Partner Guidelines.

14. Dispute Resolution.

14.1. Governing Law. This Platform Agreement and any Dispute will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles.

14.2. Venue; Waiver of Jury Trial; No Class Action. SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH IN SECTION 14.3, IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE:

  • THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE IN THE STATE COURTS IN DENVER, COLORADO, OR FEDERAL COURT FOR THE STATE OF COLORADO; AND
  • THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY BY THE PARTIES, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE BE AVAILABLE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE PARTIES. EACH PARTY ALSO COVENANTS NOT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE OTHER PARTY BASED UPON ANY CLAIM ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT.

14.3. Arbitration. The parties agree that any Dispute will be submitted for binding arbitration. Unless otherwise agreed by the parties, any arbitration will take place in Denver, Colorado, and will be administered by, and pursuant to the commercial arbitration rules of, the American Arbitration Association, including any expedited procedures. There will be no right or authority for any Dispute to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other Persons similarly situated. The arbitrator will apply the substantive law of the State of Colorado, exclusive of its conflict-of-law principles. The arbitrator’s authority to resolve any Dispute and to make awards is limited to Disputes between the parties alone. The authority to resolve any Dispute is subject to the limitations of liability set forth in this Platform Agreement. Any Dispute brought by either party against the other party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by the Company and Moov. No arbitration award or decision on any Disputes will be given preclusive effect as to issues or claims in any dispute with any Person not a party to the arbitration. If any portion of this Section 14.3 is stricken from this Platform Agreement or deemed to be illegal, invalid, or otherwise unenforceable, then this this Section 14.3 will be stricken in its entirety from this Platform Agreement. The provisions of this Section 14.3 and all arbitration awards duly made in connection therewith may be enforced in any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees, and expenses (including reasonable attorneys’ fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made hereunder will not be subject to review or appeal except as permitted by Applicable Law. Notwithstanding any provision of any agreement between the parties to the contrary: (a) Moov or User may seek interim relief from a court located in Denver, Colorado, to protect such party’s rights or property while arbitration is pending, and (b) Moov may bypass the aforementioned arbitration process in cases of fraud or other crimes against Moov, interference with Moov’s technical operations, suspected criminal activity, or violations of Moov’s rights or property, including Moov’s Intellectual Property Rights.

15. Disclosures and Notices.

15.1. Consent to Electronic Disclosures, Notices, and Information. By establishing a Moov Account or by accessing and using the Moov Services, User hereby agrees that Moov may provide this Platform Agreement and all disclosures, notices, and other information arising out of or relating to this Platform Agreement, including any disclosures or notices required to be provided as a matter of Applicable Law (collectively, “Notices”), through electronic methods, including by emailing this Platform Agreement and Notices to User’s designated email address, by posting this Platform Agreement and Notices on Moov’s website, or by providing this Platform Agreement and Notices through User’s Moov Account or otherwise through the Moov Services. User acknowledges and agrees that this Platform Agreement and any Notice provided by electronic methods will be effective within 24 hours following the provision of the same by Moov or such other period as may be specified by Moov therein and will have the same effect as if Moov had provided User with paper copies of this Platform Agreement or such Notices. User further acknowledges and agrees that User’s electronic acceptance of or consent to this Platform Agreement and any Notices (if applicable) provided electronically will have the same legal effect as a physical signature. If User has any issues viewing or accessing this Platform Agreement or any Notices, then User will contact Moov at [email protected]. If User wishes to withdraw User’s consent to receive this Platform Agreement and Notices through electronic methods, then User will contact Moov at [email protected]. Due to the nature of the Moov Services, User will not be able to use the Moov Services if User withdraws its consent to receive this Platform Agreement and all Notices electronically.

15.2. Text Message. User hereby authorizes Moov to provide Notices to User via text message, including as may be necessary or appropriate to verify User’s or its representative’s control over User’s Moov Account (e.g., two-step verification) and to provide User with other critical information about User’s Moov Account. Standard text or data charges may apply to any Notices provided via text message. Where offered, User may disable text message notifications by responding to any such message with “STOP” or by following instructions provided in the text message. However, by disabling text messaging, User may be deactivating important security features associated with User’s Moov Account, which may increase the risk of loss to User. User will need a computer or mobile device, internet connectivity, and an updated browser to access and review Notices.

15.3. Wireless Service Providers. User acknowledges and agrees that Moov may communicate with User or User’s representative via SMS messages transmitted by wireless service providers (e.g., AT&T, Sprint, Verizon, etc.). Without limiting Moov’s other rights under this Platform Agreement, User hereby authorizes Moov to disclose information about User to wireless service providers used in connection with the Moov Services, including as necessary for Moov to comply with the privacy and usage policies of such wireless service providers.

16. General Provisions.

16.1. Assignment. User may not assign or transfer this Platform Agreement or any of User’s rights or responsibilities hereunder. Moov may assign or transfer this Platform Agreement or any of its rights or responsibilities hereunder without restriction. Any purported assignment or transfer in breach of this Section 16.1 will be void ab initio.

16.2. Relationship; No Third-Party Beneficiaries. Except as otherwise expressly provided in this Platform Agreement, (a) Moov and User are independent contractors and this Platform Agreement does not create a joint venture, employment, franchise, or agency relationship between the parties, and (b) this Platform Agreement is intended for the exclusive benefit of Moov and User and not intended to benefit any third party. User will not have the power to bind Moov or incur obligations on Moov’s behalf without Moov’s prior written consent.

16.3. Force Majeure. Moov will not be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or internet service interruptions, or other acts or causes beyond the reasonable control of Moov, including any acts or omissions of any third party (e.g., Networks).

16.4. Third-Party Services. When User accesses or uses the Moov Services, User may be made aware of services, products, offers, or promotions provided or otherwise made available by third parties (“Third-Party Services”). If User decides to access or use any Third-Party Services, then User is responsible for reviewing and understanding the terms, conditions, and fees applicable to such Third-Party Services. User acknowledges and agrees that Moov is not responsible or liable for any Third-Party Services.

16.5. Remedies. The rights and remedies of Moov in connection with this Platform Agreement are cumulative, and Moov may enforce any of its rights or remedies under this Platform Agreement, along with any other rights and remedies available to it at law or in equity.

16.6. Amendments or Modifications. Moov may modify, supplement, or replace all or any part of this Platform Agreement from time to time upon Notice to you. User acknowledges and agrees that User’s continued access to and use of the Moov Services following any modification or supplement to, or replacement of, this Platform Agreement will constitute User’s agreement to be subject to and comply with this Platform Agreement as modified, supplemented, or replaced by Moov.

16.7. No Waiver. The failure of Moov to insist upon strict adherence to any term or condition of this Platform Agreement on any occasion will not be considered a waiver of such term or condition, nor will it deprive Moov of the right thereafter to insist upon strict adherence to such term or condition or any other term or condition of this Platform Agreement. Any waiver must be in a writing signed by Moov.

16.8. Severability. If any provision of this Platform Agreement is determined by any Governmental Authority to be illegal, invalid, or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.

16.9. Survival. The following Sections of the Commercial User Terms will survive termination or expiration of this Platform Agreement: Section 1.5, Section 1.6, the last two sentences of Section 3.1, Section 3.2, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.10, Section 3.11, Section 3.12, the last sentence of Section 3.13, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 12, Section 13, Section 14, Section 15, Section 16, and Section 17.

16.10. Rules of Interpretation. For purposes of this Platform Agreement: (a) word importing the singular include the plural and vice-versa, (b) references to “Sections,” “subsections,” and other subdivisions without reference to a document are to designated Sections, subsections, and other subdivisions of this Platform Agreement, unless otherwise expressly set forth in this Platform Agreement, (c) the words “hereof,” “herein,” “hereunder,” and words of similar import, when used in this Platform Agreement, refer to this Platform Agreement as a whole and not to any particular provision of this Platform Agreement, (d) the terms “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation,” (e) the term “or” will be deemed to be used in the inclusive sense of “and/or,” unless the context requires otherwise, (f) the headings contained in this Platform Agreement are for reference purposes only and will not affect the meaning or interpretation of this Platform Agreement, (g) any consent or approval that may be given by a party may be given or withheld in the party’s sole and absolute discretion, unless otherwise expressly set forth in this Platform Agreement, and (h) all references in this Platform Agreement to days, months, or years means calendar days, calendar months, or calendar year, unless otherwise expressly set forth in this Platform Agreement.

16.11. Entire Agreement. This Platform Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communication, correspondence, and instruments in their entirety.

17. Definitions.

  • Account Credentials” has the meaning set forth in Section 3.2.
  • ACH” means the automated clearinghouse network.
  • ACH Transfer Services” has the meaning set forth in Section 1.6(a).
  • ACH Transfer Services Terms” has the meaning set forth in Section 1.6(a).
  • Affiliate” means any Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with another Person.
  • API” means application programming interface.
  • Applicable Law” means all applicable laws, rules, regulations, opinions, directives, and other binding requirements of, or administered or enforced by, any Governmental Authority.
  • Audit” has the meaning set forth in Section 3.12(b).
  • Auditing Party” has the meaning set forth in Section 3.12(b).
  • Claim” has the meaning set forth in Section 10.1.
  • Commercial User” has the meaning set forth in the introduction of this Platform Agreement.
  • Commercial User Terms” means the terms and conditions that apply to a Commercial User’s access to and use of the Moov Services, as the same may be modified, supplemented, or replaced by Moov from time to time.
  • Company” means any entity that Moov has authorized to make available the Moov Services through the entity’s applications, websites, or other digital commerce technology platforms.
  • Company Platform” means the applications, websites, or other digital commerce technology platforms of any Company.
  • Company Services” means, with respect to a Company, the Company’s Company Platform, together with the products and services provided or otherwise made available by the Company through the Company Platform.
  • Company Services Agreement” has the meaning set forth in Section 1.5(b).
  • Confidential Information” has the meaning set forth in Section 7.1.
  • Consumer User” has the meaning set forth in the introduction of this Platform Agreement.
  • Consumer User Terms” means the terms and conditions that apply to a Consumer User’s access to and use of the Moov Services, as the same may be modified, supplemented, or replaced by Moov from time to time.
  • Customer Agreement” means the terms and conditions, terms of service, or other agreement that governs the sale and provision of User’s products and services to Customers or the provision and acceptance of donations by Customers.
  • Customer” means a customer of User.
  • Control” means, with respect to any Person, any other Person having, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
  • Dispute” means any dispute, claim, or controversy arising out of or relating to this Platform Agreement.
  • Effective Date” has the meaning set forth in the introduction of this Platform Agreement.
  • FI Partner” has the meaning set forth in the introduction of this Platform Agreement.
  • FI Partner Guidelines” has the meaning set forth in Section 1.2.
  • Governmental Authority” means any relevant federal, state, or local governmental, regulatory, administrative, or judicial authority.
  • Holding Account” has the meaning set forth in Section 4.1.
  • Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence, under or related to any patent, copyright, trademark, trade secret, database protection, rights in content, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  • Linked Account” means the commercial demand deposit account owned by User and linked to User’s Moov Account.
  • Losses” has the meaning set forth in Section 10.1.
  • Marks” has the meaning set forth in Section 5.2.
  • Mastercard” means Mastercard Incorporated and any of its applicable Affiliates with responsibility for operations in the Territory.
  • Merchant Processing Services” has the meaning set forth in Section 1.6(b).
  • Merchant Processing Services Terms” has the meaning set forth in Section 1.6(b).
  • Moov” has the meaning set forth in the introduction of this Platform Agreement.
  • Moov Account” means a Person’s account with Moov that enables the Person to access and use the Moov Services.
  • Moov Balance” has the meaning set forth in Section 4.1.
  • Moov Data” means any data or information collected, received, or otherwise obtained by Moov independent of this Platform Agreement.
  • Moov Indemnitee” has the meaning set forth in Section 10.1.
  • Moov IP” has the meaning set forth in Section 5.1.
  • Moov Platform” has the meaning set forth in Section 1.1.
  • Moov Privacy Policy” means the then-current version of Moov’s privacy policy, which is currently available at https://moov.io/legal/privacy-policy/, and which may be modified, supplemented, or replaced by Moov from time to time.
  • Moov Services” has the meaning set forth in Section 1.1.
  • Network” means any relevant electronic funds transfer network or other payment network supported in connection with the Moov Services.
  • Network Rules” means all applicable operating rules, operating regulations, and other requirements of any Network, as the same may be modified, supplemented, or replaced by any applicable Network from time to time.
  • Notices” has the meaning set forth in Section 15.1.
  • OFAC” has the meaning set forth in Section 3.9(a).
  • Payment Acceptance Transaction Fees” means any fees charged by Moov to Users in connection with their acceptance of Payment Methods through the Moov Services.
  • Payment Method” has the meaning set forth in Section 1.6(b).
  • Person” means an individual, or a corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization.
  • Personal Data” means any data or information about or related to an identified or identifiable individual.
  • Platform Agreement” has the meaning set forth in the introduction to this Platform Agreement.
  • Records” has the meaning set forth in Section 3.12(a).
  • RTP Transfer Services” has the meaning set forth in Section 1.6(c).
  • RTP Transfer Services Terms” has the meaning set forth in Section 1.6(c).
  • “Security Incident” means any actual or potential security breach that results in, or would reasonably be expected to result in, the unauthorized access to or use, disclosure, destruction, loss, control, alteration, acquisition, exfiltration, theft, or retention of any Personal Data, Services Data, or Confidential Information.
  • Security Program” has the meaning set forth in Section 8.1.
  • Services Data” means any data or information about or related to User, any Customer of User, or any Transaction collected, received, or otherwise obtained by or on behalf of Moov in connection with the Moov Services or this Platform Agreement.
  • Services Terms” has the meaning set forth in Section 1.6.
  • Term” has the meaning set forth in Section 13.1.
  • Territory” means the United States of America and its territories.
  • Third-Party Services” has the meaning set forth in Section 16.4.
  • Transaction” means any transaction initiated or received through the Moov Services, including any funds transfer or payment.
  • Transaction Dispute” has the meaning set forth in Section 3.8(c).
  • User” has the meaning set forth in the introduction to this Platform Agreement.
  • User Fees” has the meaning set forth in Section 1.5(d).
  • Visa” means Visa Incorporated and any of its applicable Affiliates with responsibility for operations in the Territory.
  • Wind-Down Period” has the meaning set forth in Section 13.4.

ACH Transfer Services Terms

The ACH Transfer Services Terms govern User’s access to and use of the ACH Transfer Services. Unless otherwise defined in this Platform Agreement, capitalized terms used in the ACH Transfer Services Terms have the meanings set forth in Section 9.

Moov’s FI Partner, Veridian Credit Union (“ACH FI Partner”), is a party to this Platform Agreement solely in connection with the ACH Transfer Services. Accordingly, in addition to constituting a legally binding agreement between Moov and User, this Platform Agreement also will constitute a legally binding Origination Agreement between ACH FI Partner and User.

1. ACH Transfer Services.

1.1. Generally. Moov, as an agent of, and in conjunction with ACH FI Partner, will provide or otherwise make available the ACH Transfer Services to User in order for User to originate and receive funds transfers through the ACH network in accordance with the terms and conditions of this Platform Agreement.

1.2. Origination of Debit and Credit Entries. User hereby authorizes ACH FI Partner, in its capacity as an Originating Depository Financial Institution, to originate debit and credit Entries on behalf of User in accordance with the instructions communicated by User to ACH FI Partner through the ACH Transfer Services. User agrees that Moov and ACH FI Partner may rely on all instructions communicated by User to ACH FI Partner through the ACH Transfer Services without further inquiry, subject to the applicable Security Procedures.

1.3. NACHA Rules. Users acknowledges and agrees that User’s access to and use of the ACH Transfer Services is subject to the NACHA Rules. The NACHA Rules may be purchased online at www.nacha.org under the publications tab. User hereby agrees to be bound by and comply with the NACHA Rules in connection with its access to and use of the ACH Transfer Services. User will review and ensure it understands the NACHA Rules prior to accessing and using the ACH Transfer Services.

2. Initiation of Entries.

2.1. Permitted Entries. User will only initiate Entries that fall within one of the following ACH Standard Entry Class Codes (“SEC”) in connection with the ACH Transfer Services: CCD Entries, PPD Entries, and WEB Entries. Except for CCD Entries, PPD Entries, and WEB Entries, and the initiation of Reinitiated Entries subject to and in accordance with Section 2.12, User will not initiate any other types of Entries in connection with the ACH Transfer Services. In initiating CCD Entries, PPD Entries, and WEB Entries, User hereby acknowledges that User is subject to specific responsibilities, standards, and other requirements in its initiation of such Entries under the NACHA Rules and agrees that User will comply with, and will ensure that it enables compliance by Moov and ACH FI Partner with, all such responsibilities, standards, and other requirements applicable to the initiation of such Entries.

2.2. Formatting and Other Requirements. User will comply with the formatting and other requirements of the Moov Services in connection with the initiation of Entries through the Moov Services.

2.3. Cut-off Times. Moov and ACH FI Partner have established cut-off times for the initiation of Entries in connection with the ACH Transfer Services. The cut-off times applicable to the initiation of Entries will be provided or otherwise made available to User by the Company through which User accesses the Moov Services. If User initiates an Entry prior to the applicable cut-off time on a business day, then the Entry should be transmitted on the business day on which ACH FI Partner receives the instruction. If User initiates an Entry after the applicable cut-off time, then the Entry should be transmitted on the following business day.

2.4. Restrictions on Entries. The dollar amount and volume of Entries, individually and in the aggregate, permitted to be initiated by User on any one business day may be subject to limits established by Moov or ACH FI Partner from time to time. In addition, Moov and ACH FI Partner may be subject to limits on the dollar amount and volume Entries that may be submitted through the ACH network. If any Entry would cause User, Moov, or ACH FI Partner to exceed any applicable limits, then User acknowledges and agrees that the Entry may not be processed or submitted through the ACH network. Moov and ACH FI Partner may modify, supplement, or replace any restrictions applicable to the initiation of Entries through the ACH Transfer Services. User will not initiate any Entry in a currency other than U.S. dollars. User agrees not to originate Entries that violate any Applicable Law or NACHA Rules.

2.5. Authorization; Records Retention. User will be responsible for obtaining any authorization required by Applicable Law and the NACHA Rules from any Receiver whose account will be debited or credited in connection with any Entry. User will ensure that any authorization obtained by User complies with all Applicable Law and NACHA Rules. User will keep and maintain a record of each authorization obtained by User in its original form in accordance with Applicable Law and the NACHA Rules and, upon request, will promptly provide such original authorization (or a copy of such original authorization, if permitted) to Moov, ACH FI Partner, or any applicable Receiving Depository Financial Institution.

2.6. Modifications to Entries. User will have no right to cancel or amend any Entry after User has initiated such Entry through the ACH Transfer Services. Moov and ACH FI Partner may endeavor to act on a cancellation or amendment to any Entry initiated by User. However, User agrees that neither Moov nor ACH FI Partner will have any responsibility or liability in connection with any cancellation or amendment to any Entry, including if Moov or ACH FI Partner are not able to effect the cancellation or amendment of such Entry. User will comply with the Security Procedures in connection with any cancellation or amendment request.

2.7. Payment for Credit Entries and Returned Debit Entries. In the event that User does not have good and available funds in the User’s Moov Balance sufficient to cover the total amount of any or all Entries initiated by User, Moov and ACH FI Partner may take any of the following actions: (a) refuse to process all Entries, in which event Moov or ACH FI Partner will return the data relating to such Entries to User; (b) process Entries for which User has good and available funds in User’s Moov Balance in whatever order Moov or ACH FI Partner determine is appropriate, in which event Moov and ACH FI Partner will return the data relating to unprocessed Entries to User; or (c) in the event Moov or ACH FI Partner elects to process Entries initiated by User and User does not have good and available funds in User’s Moov Balance to cover such Entries, the total amount advanced by Moov or ACH FI Partner on behalf of User will be immediately due and payable by User without further demand from Moov or ACH FI Partner. As among User, Moov, and ACH FI Partner, Moov and FI Partner will not be responsible or liable for taking any of the above actions, and User will promptly reimburse Moov and ACH FI Partner for any Losses incurred by Moov and FI Partner in connection with such Entries.

2.8. Pre-Funding. Prior to initiating any Entry, User will ensure that it has good and available funds in User’s Moov Balance for such Entry.

2.9. On-Us Entries. In the case of any Entry received for credit to an account maintained with ACH FI Partner (each, an “On-Us Entry”), Moov and ACH FI Partner may elect to credit a Receiver’s account in the amount of such Entry on the date specified in such Entry.

2.10. Provisional Settlement. User hereby acknowledges that payment of an Entry by a Receiving Depository Financial Institution to a Receiver is provisional under the NACHA Rules until receipt by the Receiving Depository Financial Institution of final settlement for such Entry. User hereby further acknowledges that, if final settlement for an Entry is not received by the Receiving Depository Financial Institution, the Receiving Depository Financial Institution will be entitled to a refund from the Receiver of the amount credited to the Receiver and, in such case, User will not be deemed to have paid the Receiver the amount of such Entry.

2.11. Errors in Instructions Provided by User. Neither Moov nor ACH FI Partner will have any obligation to discover, and will not be responsible or liable to User for discovering, or for failing to discover, any error made by User in connection with the ACH Transfer Services, including for any error made in identifying the source or recipient of Entries, for any error in the amount of the instructions related to any Entry, or for any issuance by User of duplicate instructions related to any Entry. If User discovers that any Entry initiated by User was in error, then User will promptly notify Moov and ACH FI Partner of such error.

2.12. Returns; Notice of Returned Entries and Notification of Change. Moov or ACH FI Partner will notify User of the receipt of any returned Entry. If Moov and ACH FI Partner complied with the terms of these ACH Transfer Services with respect to an Entry, then Moov and ACH FI Partner will have no obligation to retransmit any returned Entry associated with the original Entry to the ACH operator. User will notify any applicable Receiver by phone, electronic transmission, or other acceptable means of communication of receipt of each returned Entry no later than one business day after the business day of receiving such notification from Moov or ACH FI Partner. Moov or ACH FI Partner will provide User with information required by the NACHA Rules with respect to each Notification of Change (“NOC”) Entry or corrected Notification of Change (“Corrected NOC”) Entry received by Moov or ACH FI Partner relating to Entries transmitted by User. Moov or ACH FI Partner will provide such information to User within the applicable time periods required under the NACHA Rules. User will ensure that changes requested by the NOC or Corrected NOC are made within the time periods required by the NACHA Rules. User may reinitiate the original Entry as expressly permitted by, and subject to and in accordance with, the NACHA Rules. User acknowledges that User is subject to specific responsibilities, standards, and other requirements in connection with returned Entries, return rates, and return rate levels, including requirements for reporting, complying with return rate levels, and taking action to lower return rates within and for certain periods of time, and User agrees to comply with all such specific responsibilities, standards, and other requirements, to enable Moov’s and ACH FI Partner’s compliance with the NACHA Rules with respect to such responsibilities, standards, and other requirements, and to otherwise fully cooperate with Moov and ACH FI Partner in taking such other action as may be reasonably required or requested by Moov or ACH FI Partner.

2.13. Rejection of Entries. User agrees that Moov and ACH FI Partner will have no obligation to accept Entries and, therefore, may reject any Entry initiated by User. While Moov and ACH FI Partner have no obligation to notify User of any rejection of any Entry, Moov and ACH FI Partner nevertheless may do so. Neither Moov nor ACH FI Partner will not have any responsibility or liability to User for any rejection of any Entry and will not be responsible or liable to User for any amounts, including any interest, in connection with the rejection of any Entry.

2.14. ACH Clearing Times. User acknowledges and agrees that the standard ACH clearing times will apply to Entries initiated in connection with the ACH Transfer Services. Moov and ACH FI Partner may make available to User updated clearing times from time to time. User acknowledges and agrees that Moov and ACH FI Partner do not have any control over the actions or omissions of other financial institutions or third parties that could delay the ACH Transfer Services, and neither Moov nor ACH FI Partner will be responsible or liable for any Losses arising out of or relating to any additional time needed to effectuate Entries in connection with the ACH Transfer Services, including in the event that time is needed to verify identities or required to meet or satisfy requirements of Applicable Law or NACHA Rules. Without limiting the foregoing, neither Moov nor any ACH FI Partner makes any warranty or guarantee that a requested Entry will occur within any given time and Moov and ACH FI Partner each hereby expressly disclaim any such warranty or guarantee.

3. Reversal of Entries.

3.1. General. Moov and ACH FI Partner will endeavor to effect a reversal of an Entry to the extent reversal is expressly permitted by the NACHA Rules (each, a “Reversal”) and User makes the Reversal request in order to give Moov and ACH FI Partner sufficient time to manually prepare and properly and timely submit a Reversal file in accordance with the NACHA Rules. User acknowledges that any request for Reversal must be submitted to the ACH Operator within the time frames required under the NACHA Rules, be made immediately upon discovery of any error, and be accompanied by any required form. Additionally, the basis for any Reversal must be expressly permitted by the NACHA Rules and otherwise in compliance with the NACHA Rules. User’s request for any Reversal must enable Moov and ACH FI Partner comply with the NACHA Rules in connection with such Reversal. If User requests any Reversal of a debit Entry, then User concurrently will transfer good and available funds to User’s Moov Balance to cover the Reversal. User also will notify the applicable Receiver of any Reversal initiated to correct any Entry initiated by User in error.

3.2. Liability for Reversals. Neither Moov nor ACH FI Partner will be responsible or liable for any Losses if any Reversal is not effected. Additionally, User will reimburse Moov and ACH FI Partner for any Losses incurred by Moov or ACH FI Partner in effecting, or attempting to effect, User’s request for any Reversal. User will be responsible and liable to Moov and ACH FI Partner for the full amount of any payment received by User that is subject to a Reversal, and User will be responsible and liable to Moov and ACH FI Partner for any fees associated with the Reversal.

3.3. Authorization to Recover Amounts Due. User authorizes Moov to recover any Losses arising out of or relating to any Reversal in accordance with this Platform Agreement.

4. Review of Entries.

User agrees to review regularly User’s transaction history in connection with the ACH Transfer Services. If User identifies any errors or discrepancies with respect to the ACH Transfer Services, then User will immediately report such errors or discrepancies to Moov. If User fails to notify Moov of any error or discrepancy within 14 days of the date as of which User’s Entry history is made available to User, then User hereby acknowledges and agrees that neither of Moov or ACH FI Partner will be responsible or liable for any Losses arising out of or relating to User’s failure to give notice. If User fails to notify Moov within 60 days of the date as of which User’s transaction history is made available to User, then User may not assert any error or discrepancy.

5. Inconsistency of Name and Account Number.

If any Entry describes the applicable Receiver inconsistently by name and account number, then User hereby acknowledges and agrees that payment of the Entry may be made by the Receiving Depository Financial Institution (or by ACH FI Partner, in the case of an On-Us Entry) on the basis of the account number provided by User, even if such account number identifies a Person different from the named Receiver, and that User’s obligation to pay the amount of the Entry is not excused in such circumstances. User will be responsible and liable for, and must settle with Moov and ACH FI Partner, for any Entry initiated by User that identifies a Receiver by account or identifying number or by name and account or identifying number.

6. Security Procedures.

User hereby acknowledges and agrees that Moov, ACH FI Partner, and User have established security measures applicable to the initiation of Entries in connection with the ACH Transfer Services (“Security Procedures”). By accessing and using the ACH Transfer Services, User represents and warrants that User has reviewed and understands the Security Procedures, that the Security Procedures constitute a commercially reasonable method of protecting against unauthorized instructions and Entries, and that User in connection with the initiation of instructions and Entries through the ACH Transfer Services. User agrees to be bound by any instructions and Entries, whether authorized or unauthorized, that Moov and ACH FI Partner implement in compliance with the Security Procedures unless User has provided advance notice to Moov of the possible unauthorized access to or use or disclose of any identifications, passwords, hints, personal identification numbers, or other information used by User to access and use the ACH Transfer Services.

7. User Representations and Warranties.

7.1. With respect to each Entry initiated by User, User hereby represents and warrants to Moov and ACH FI Partner that:

  • Such Entry is permitted under this Platform Agreement;
  • Such Entry complies with Applicable Law and the NACHA Rules, including by instructing the use of the proper SEC;
  • Such Entry has been properly authorized by User and the Receiver, including in accordance with Applicable Law and the NACHA Rules;
  • User has not revoked its authorization for such Entry, has not terminated the origination agreements applicable to such Entry, and the Receiver’s authorization has not been revoked and, to the best of User’s knowledge, the agreement between the Receiving Depository Financial Institution and the Receiver applicable to the Entry has not been terminated;
  • At the time such Entry is processed by the Receiving Depository Financial Institution, the authorization for such Entry has not been terminated, in whole or in part, by operation of law;
  • All banking information for such Entry is transmitted in compliance with the requirements of the NACHA Rules;
  • The payment of such Entry by the Receiving Depository Financial Institution to the Receiver will be provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entry;
  • Any and all non-public personal information provided by User in connection with such Entry will be secure and will not be disclosed to any unauthorized person;
  • Such Entry contains the Receiver’s correct account number and all other information necessary to enable the Receiving Depository Financial Institution to comply with the applicable provisions of the NACHA Rules with respect to such Entry, except for information within the purview of the Receiving Depository Financial Institution’s relationship with the Receiver, and all information transmitted with such Entry is related to the payment represented by the Entry;
  • Each credit Entry is timely;
  • Each debit Entry is (i) for an amount that will be due and owing to User from the Receiver on the Settlement Date of such Entry, (ii) for a sum specified by the Receiver to be paid to User, (iii) to correct a previous credit Entry that was an erroneous Entry, or (iv) to reclaim from the Receiving Depository Financial Institution an amount received by the Recipient following the death or legal incapacity of the Recipient or the death of a beneficiary of the Recipient; and
  • User’s access to and use of the ACH Transfer Services has not been suspended.

8. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLATFORM AGREEMENT, NONE OF MOOV, ACH FI PARTNER, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS WILL BE RESPONSIBLE FOR ANY CLAIMS OR LOSSES ARISING OUT OF OR RELATING TO THE ACH TRANSFER SERVICES EXCEPT TO THE EXTENT SUCH CLAIMS OR LOSSES DIRECTLY RESULT FROM MOOV’S OR ACH FI PARTNER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

9. Definitions.

  • ACH FI Partner” has the meaning set forth in the introduction of the ACH Transfer Services Terms.
  • CCD Entry” has the meaning set forth in the NACHA Rules.
  • Corrected NOC” has the meaning set forth in Section 2.12.
  • Entry” has the meaning set forth in the NACHA Rules.
  • NACHA” means the National Automated Clearing House Association.
  • NACHA Rules” means all operating rules, operating guidelines, and other requirements, standards, and expectations of NACHA, as the same may be modified, supplemented, or replaced by NACHA from time to time.
  • NOC” has the meaning set forth in Section 2.12.
  • Notification of Change” has the meaning set forth in the NACHA Rules.
  • On-Us Entry” has the meaning set forth in Section 2.9.
  • Origination Agreement” has the meaning set forth in the NACHA Rules.
  • Originating Depository Financial Institution” has the meaning set forth in the NACHA Rules.
  • PPD Entry” has the meaning set forth in the NACHA Rules.
  • Prenotification Entries” has the meaning set forth in the NACHA Rules.
  • Receiver” has the meaning set forth in the NACHA Rules.
  • Reinitiated Entries” has the meaning set forth in the NACHA Rules.
  • Reversal” has the meaning set forth in Section 3.1.
  • SEC” has the meaning set forth in Section 2.1.
  • Security Procedures” has the meaning set forth in Section 6.
  • Settlement Date” has the meaning set forth in the NACHA Rules.
  • WEB Entries” has the meaning set forth in the NACHA Rules.

10. General Provisions.

10.1. Conflict. In the event of any conflict between any term or condition of this Platform Agreement with respect to the ACH Transfer Services and any term or condition of the Network Rules, the applicable term or condition of the Network Rules will govern to the extent necessary to resolve such conflict.

10.2. Survival. The following Sections of the ACH Transfer Services Terms will survive termination or expiration of the Platform Agreement: the last sentence of Section 1.2, Section 1.3, the last sentence of Section 2.1, Section 2.4, Section 2.5, Section 2.6, Section 2.7, Section 2.9, Section 2.10, Section 2.11, the last sentence of Section 2.12, Section 2.13, the last two sentences of Section 2.14, Section 3.2, Section 3.3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, and Section 10.

Merchant Processing Services Terms

The Merchant Processing Services Terms, together with the Commercial User Terms (except Sections 1.6(a), (c), and (d) of the Commercial User Terms), govern User’s access to and use of the Merchant Processing Services. Unless otherwise defined in this Platform Agreement, capitalized terms used in the Merchant Processing Services Terms have the meanings set forth in Section 14 of the Merchant Processing Services Terms. Moov reserves the right to decline, suspend, or terminate User’s ability to access and use of the Merchant Processing Services if User fails to meet the due diligence underwriting requirements applicable to the Merchant Processing Services.

Moov’s FI Partner, MetaBank National Association (“Acquirer”), is a party to this Platform Agreement solely with respect to the Merchant Processing Services for Visa, Mastercard, and Discover Transactions. Accordingly, in addition to constituting a legally binding agreement between Moov and User, this Platform Agreement also will constitute a legally binding merchant agreement between Acquirer and User. Acquirer sponsors Moov as a third party agent, service provider, or other similar designation under the Network Rules of Visa, Mastercard, and Discover, allowing Moov, in conjunction with Acquirer, to process Transactions through such Networks. Acquirer’s responsibilities are limited to the sponsorship and settlement of certain Transactions submitted in accordance with this Platform Agreement and the Network Rules, and Acquirer will not have any obligations or liability of any nature in connection with any services or instructions of any kind provided by Moov or its Affiliates or by a Company or other FI Partner or their Affiliates, as applicable, including any Transactions involving American Express.

Acquirer Disclosure

Acquirer: MetaBank, National Association, 5501 S. Broadband Lane, Sioux Falls, South Dakota, 57108, 1-866-550-6382

Important Acquirer Responsibilities:

  • Acquirer is the entity approved to extend acceptance of Transactions for Visa, Mastercard, and Discover products directly to User and will be a party to this Platform Agreement for such purposes only.
  • Acquirer is responsible for, and must provide settlement funds to, User and will be responsible for all funds held in reserve.
  • Acquirer works with Moov to provide the Merchant Processing Services to User with respect to Transactions for Visa, Mastercard, and Discover.
  • Acquirer will, either directly or through Moov, advise User of pertinent Network Rules with which User must comply.

Important User Responsibilities:

  • User will ensure compliance with cardholder data security and storage requirements.
  • User will maintain fraud and disputes below thresholds.
  • User will review and understand the terms of this Platform Agreement.
  • User will comply with Network Rules.

The responsibilities listed in the above Acquirer Disclosure do not supersede terms of this Platform Agreement and are provided to ensure the User understands important obligations of each party and that Acquirer is the ultimate authority should User have any problems.

Moov will make available the above Acquirer Disclosure to User at: https://moov.io/legal/platform-agreement/.

1. Merchant Processing Services.

Moov, as an agent of, and in conjunction with Acquirer, will provide or otherwise make available the Merchant Processing Services to User in order for User to accept Payment Methods in connection with the sale of User’s products or services or User’s acceptance of donations in accordance with the terms and conditions of this Platform Agreement. User hereby authorizes and directs Moov and Acquirer to receive, submit, and settle Transactions on behalf of User and to receive Settlement from the Networks on behalf of User in connection with the Merchant Processing Services pursuant to the terms of this Platform Agreement and the Network Rules. Moov may add or remove Payment Methods supported by the Merchant Processing Services from time to time.

2. Limited Acceptance Options.

Visa offers merchants the following categories of limited acceptance of payment credentials, and merchants may opt to accept one or both categories: the Visa credit and business category and the Visa debit category. Mastercard offers the following categories of limited acceptance of payment credentials: the debit Mastercard category, the other Mastercard category, and the debit and other Mastercard category. Notwithstanding the foregoing, User hereby elects not to participate in any limited acceptance program offered by the Networks.

3. Certain Operational Obligations of User.

3.1. Cooperation. User will cooperate with Moov and Acquirer in connection with the Merchant Processing Services, including by providing all necessary information, data, and documentation required or requested by Moov, Acquirer, or any Network and promptly responding to all inquiries and requests from Moov, Acquirer, or any Network.

3.2. Network Matters.

  • Network Rules. User acknowledges and agrees that User’s access to and use of the Merchant Processing Services is subject to the Network Rules, which may be available by visiting the websites of the applicable Networks. User will comply with all Network Rules that apply directly or indirectly to User’s acceptance of Payment Methods or to User’s exercise of its rights or performance of its obligations in connection with this Platform Agreement. Additionally, User will not take any action, or fail to take any action, that could cause Moov or Acquirer to violate the Network Rules or that could cause Moov or Acquirer to be subject to any fines, penalties, non-compliance assessments, or other similar amounts from any Network.
  • Network Enforcement Rights. User acknowledges and agrees that any Network may enforce any provision of the Network Rules against User in connection with this Platform Agreement. User further acknowledges and agrees that any Network may prohibit User from engaging in any conduct that could injure, or could create a risk of injury to, the Network or that could adversely affect the integrity or the confidential information of the Network. User acknowledges and agrees that User will not take any action that could interfere with or prevent the exercise of the above rights by any Network.

3.3. No Risk of Injury. User will not engage in any conduct that could create risk of harm or injury to Moov, Acquirer, or any Network as determined by Moov, Acquirer, or such Network, as applicable.

3.4. Customer Relationships. User is responsible for all aspects of User’s relationships with any Customer, including for verifying the identity of the Customer and ensuring the Customer is the owner or authorized user of the Payment Method presented to User by the Customer, determining the Customer’s eligibility and authority to initiate and complete any Transaction, and obtaining and maintaining all authorizations and consents to submit Transactions initiated with the Payment Method provided by the Customer.

3.5. Payment Method Acceptance Policies. User will be responsible for establishing, maintaining, and clearly disclosing to Customers all policies and procedures applicable to any Transaction initiated by a Customer, including User’s refund policies and procedures, and for ensuring such policies and procedures comply with Applicable Law and Network Rules. User will ensure that it discloses all policies and procedures applicable to a Transaction to the Customer prior to the completion of such Transaction by the Customer. User will not discriminate against any brand of Payment Method in User’s application of its refund policies and procedures.

3.6. Transactions.

  • Disclosures. User will be responsible for ensuring each Customer understands User’s responsibility for any Transaction between the Customer and User, including for User’s products and services that are the subject of the Transaction. User will accurately and completely disclose the nature and terms of each Transaction to each Customer prior to the completion of such Transaction by the Customer, including any applicable warranties (or disclaimers thereof), policies and procedures, fulfillment schedules, and restrictions on returns.
  • Specific Requirements for Individual Transactions. User will ensure that each Transaction submitted by User to Moov (1) is authorized by the Customer and is not the result of any fraudulent, suspicious, or otherwise unusual activity, (2) is submitted by User and not on behalf of any third party, (3) arises from a genuine sale of User’s products or services, (4) results in User’s simultaneous or prompt delivery of User’s products or services to the Customer as agreed by the Customer; (5) is originated in the Territory; (6) does not arise out of or relate to any illegal, unethical, or prohibited activity; (7) is not subject to any dispute, set-off, or counterclaim; and (8) does not violate Applicable Law, Network Rules, or this Platform Agreement.
  • Recurring or Subscription Transactions. If User submits any Transactions on a recurring or subscription basis, then User will be responsible for (1) understanding and complying with all Applicable Law and Network Rules applicable to such Transactions, including by providing all disclosures, notices, and receipts in connection with such Transactions, (2) clearly, accurately, and completely disclosing to Customers the terms and conditions applicable to such Transactions, including how Customers can cancel or unsubscribe from such Transactions, and (3) obtaining and maintaining all authorizations and consents from Customers necessary or appropriate for User and Moov to initiate such Transactions on a recurring or subscription basis and to maintain on file and use their Payment Method credentials for recurring, subscription, and other future transactions.
  • Transaction Receipts. For each Transaction submitted by User, User will provide the Customer with a complete and accurate receipt and User will ensure such receipt complies with Applicable Law and Network Rules, including as it relates to the content and method of delivery of such receipt.
  • Contact Methods. User will provide or otherwise make available multiple methods for Customers to contact User in connection with any Transaction, including through telephone, email, and User’s application, website, or other digital commerce technology platform, and will provide or otherwise make available clear instructions on how Customers can contact User.
  • Customer Service. User will provide or otherwise make available customer service to Customers in connection with any Transaction and will use commercially reasonable efforts to promptly respond to, address, and resolve any issues arising out of or relating to any Transaction. User will maintain customer service information that is readily available for review by Customers.
  • Transaction Disputes.
    • Generally. As between Moov and User, User will be responsible for all Transaction Disputes. A Transaction Dispute may arise for any number of reasons, including if (i) an invalid Payment Method is used in connection with a Transaction; (ii) a Customer or the Person authorized by the Customer does not receive the products or services purchased; (iii) a Customer disputes the quality of the products or services received from User; (iv) a Customer does not receive a credit for a returned item or a cancelled order; (v) a Customer is charged incorrectly; (vi) an authorization code for a Transaction is invalid; (vii) a Payment Method used in connection with a Transaction has expired or is not activated; (viii) a Transaction is reversed by Moov or any financial institution for any reason, (ix) a Transaction is not authorized; (x) a Transaction is made without authorization of the owner of the underlying Payment Method account; (xi) a Transaction violates Applicable Law or Network Rules; (xii) a Transaction is allegedly unlawful, suspicious, or in violation of this Platform Agreement; (xiii) a Transaction is initiated with a lost or stolen Payment Method.
    • Responding to Transaction Disputes. User agrees to promptly respond to, address, and resolve all Transaction Disputes and any inquiries or requests arising out of or relating to Transaction Disputes.
    • Deductions for Transaction Disputes. Moov or Acquirer, through instruction from Moov, may deduct the amount of any Transaction Dispute (and any associated fees, fines, penalties, assessments, and other similar amounts assessed by any Network) from any User accounts or amounts otherwise due to User as further described in the Merchant Processing Services Terms. Upon the expiration or termination of the Merchant Processing Services, Moov may withhold or delay any payments otherwise due to User to guard against any risk of loss if there is any pending Transaction Dispute arising out of or relating to User’s access to and use of the Merchant Processing Services or if Moov or Acquirer reasonably believes that a Transaction Dispute may occur.
    • Excessive Transaction Disputes. If User experiences an excessive amount of Transaction Disputes, then User may become subject to additional monitoring by Moov, Acquirer, or the Networks. User is responsible for monitoring User’s monthly Transaction Dispute percentage and for developing Transaction Dispute reduction programs as required by Moov, Acquirer, or the Networks. Additionally, in response to excessive Transaction Disputes experienced by User, Moov and Acquirer also may establish controls or conditions that govern User’s Moov Account as further described in the Merchant Processing Services Terms.
    • Refunds. Moov may decline to act upon a refund instruction or delay execution of such instruction if: (i) such instruction would cause User’s Moov Balance to become negative; (ii) User is the subject of bankruptcy, insolvency, or any other suspension of User’s business operations; or (iii) where Moov otherwise believes that there is a risk that User will not meet User’s liabilities under the Merchant Processing Services Terms (including with respect to the payment that is the subject of the refund instruction).
  • Processing Errors. User will immediately notify Moov upon becoming aware of any erroneous or missing Transaction. User’s failure to timely notify Moov of any erroneous or missing Transaction will be considered a waiver of any right or claim User may have to any amounts associated with such Transaction. Moov will reasonably investigate any timely claim associated with an erroneous or missing Transaction for 60 days following Moov’s receipt of notice from User.

3.7. Certain Network-Required Provisions.

  • User will not require any Customer to complete a postcard or similar device that includes, in plain view when mailed, the Customer’s Payment Method account number, expiration date, or any other Payment Method account data or the Customer’s signature.
  • User will not request a card security code (e.g., CVV2, CVC2) from any Customer for a card-present Transaction or store any “Card Verification Value 2” information after a Transaction has been authorized.
  • User will not directly or indirectly require any Customer to pay any surcharge, any part of any merchant discount, or any contemporaneous finance charge in connection with a Transaction, except as otherwise permitted by, and in accordance with, Applicable Law and Network Rules.
  • User will not establish a minimum or maximum Transaction amount as a condition for honoring any Payment Method, except with respect to a Transaction conducted with a credit card issued in the United States.
  • User will not disburse any funds in the form of cash to a Customer unless (1) User is participating in an authorized cash-back service provided by a Network, or (2) User is dispensing funds in the form of traveler’s checks, foreign currency, or any other form authorized by Network Rules; provided, however, that User may not issue a traveler’s check if the sole purpose is to allow a Customer to make a cash purchase of products or services from User.
  • User will not submit a Transaction that does not result from an act between User and a Customer.
  • User will not Impose, as a condition of accepting any Payment Method, a requirement that a Customer waive a right to dispute a Transaction.
  • User will not use a Payment Method account or Transaction data to create or maintain a repository of Network token primary account numbers (each, a “PAN”) and corresponding account PANs or perform mapping of such token PANs to account PANs for any purpose.
  • User will not request or use a Payment Method account number for any purpose other than as payment for User’s products, services, or donations.
  • User will not add any tax to any Transaction, unless Applicable Law expressly requires that User be permitted to impose the tax.
  • User will not request or encourage a Customer to use a Payment Method with an acceptance brand other than the one initially presented by the Customer or a form of payment other than the one initially presented by the Customer.
  • User will not display the marks of any Network at any point-of-sale terminal that dispenses scrip.
  • User will not disparage any Network or any Network’s products, programs, services, networks, or systems.

3.8. Certifications. From time to time, Moov, Acquirer, or any Network may request or require User to make certifications regarding User’s access to and use of the Merchant Processing Services. Upon request, User will provide any certifications reasonably requested or required by Moov, Acquirer, or any Network, including a written certification statement signed by one or more duly authorized senior executives or officers of User attesting that: (a) the country specified to Moov as User’s location in the information provided by User at the time User signed up to access and use the Moov Services complies with Network Rules and this Platform Agreement; and (b) the address disclosed to Customers and appearing in Transaction messages is a location in the specified country and is an address from which User is conducting approved business activity and operations.

3.9. No Transfer of Liability. User will not transfer, or attempt to transfer, any financial liability in connection with any Transaction to a Customer. Without limiting the generality of the foregoing, User will not request or require any Customer to waive any dispute rights that the Customer may have as a matter of Applicable Law or Network Rules.

3.10. Liability for Representatives. User will ensure that all directors, officers, employees, and agents of User comply with Applicable Law, Network Rules, and this Platform Agreement. User will be responsible and liable for all acts and omissions of any director, officer, employee, or agent of User in connection with the Merchant Processing Services.

4. Settlement.

4.1. Generally. Moov will arrange for the settlement of User’s Transactions in connection with the Merchant Processing Services (“Settlement”) as set forth in this Section 4 of the Merchant Processing Services Terms. User understands that this Section 4 of the Merchant Processing Services Terms sets forth the Settlement process to be used in conjunction with the Merchant Processing Services as of the Effective Date. User acknowledges and agrees that Moov or Acquirer may change the Settlement process from time to time as may be necessary, appropriate, or desirable by Moov or Acquirer. Moov will use commercially reasonable efforts to notify User of any material change to the Settlement process in advance of such change to the extent such change will directly affect User.

4.2. Net Settlement. Settlement will occur on a net-Settlement basis. To determine net-Settlement amounts due to User in connection with the Merchant Processing Services, Moov will calculate the total amount of User’s Transactions in connection with the Merchant Processing Services during the applicable calculation period and will reduce such amount by any settlement, payment, reserve, or other financial obligations of User in connection with the Merchant Processing Services, which will include: (a) any fees, charges, expenses, or other similar amounts owed by User in connection with the Merchant Processing Services; (b) any amounts associated with any Transaction Disputes; (c) any fines, penalties, assessments, or other similar amounts assessed by any Governmental Authority, Network, or Acquirer; and (d) any reserve required to be maintained by User as set forth in this Section 4.

4.3. Receipt of Settlement from Networks. Following the receipt of Settlement amounts from the Networks, Moov will calculate net-Settlement amounts payable to User as described in Section 4.2 and Acquirer will, at the instruction of Moov, transfer such amounts into User’s Holding Account and Moov will record the same to User’s Moov Balance. Upon Acquirer’s transfer of Settlement amounts to the Holding Account as provided herein, User acknowledges and agrees that Acquirer has provided the Settlement funds directly to User and has satisfied its Settlement obligations under the Network Rules. Acquirer does not hold, and is not responsible for, User’s Holding Account, which is maintained with another FI Partner of Moov. Moov will be responsible for providing Acquirer with accurate information regarding User’s Holding Account and Moov Balance. Acquirer will not be liable for any delays in receipt of Settlement funds or errors in debit or credit entries caused by User, Moov, or any other Person, including any delays or errors resulting from errors in Holding Account or Moov Balance information.

4.4. Adjustments to Settlement Amounts. If User believes any adjustments should be made to User’s Settlement amount, then User must notify Moov in writing within sixty (60) days after any debit or credit is made to your Holding Account for Settlement. If you notify Moov after such 60-day period, then Moov has no obligation to investigate or make any adjustments.

4.5. Right of Set-Off. User hereby authorizes Moov and Acquirer to set-off and reduce from any Settlement amounts payable to User any settlement, payment, reserve, or other financial obligations of User in connection with the Merchant Processing Services.

4.6. Restrictions on Settlement Amounts. In addition to any other rights and remedies available to Moov or Acquirer in connection with this Platform Agreement, Moov and Acquirer may restrict User’s access to Settlement amounts to the extent Moov or Acquirer reasonably determine such action may be necessary or appropriate, including to guard against risk of loss or to address any issue of noncompliance with this Platform Agreement by User.

5. Reserve Account.

5.1. Generally. In addition to any other rights of Moov or Acquirer in connection with this Platform Agreement, Moov or Acquirer may establish a reserve account (“Reserve Account”) to hold funds in reserve or may impose conditions on the release of funds to which User may otherwise be entitled (e.g., Settlement amounts) in order to secure any of User’s existing or future obligations in connection with the Merchant Processing Services (a “Reserve”) upon the occurrence of any fact, circumstance, or event that Moov or Acquirer determines could expose Moov, Acquirer, or any Network to unacceptable risk of loss or liability. The amount of any Reserve will be determined by Moov or Acquirer based on various factors, including User’s processing history (e.g., historical Transaction volume, Transaction Disputes, fines, penalties, assessments, or other similar amounts assessed by any Governmental Authority, Network, or Acquirer, etc.), User’s anticipated Transaction volume, User’s compliance with this Platform Agreement, the nature of User’s business and products or services, and the potential risk of loss or liability to Moov, Acquirer, or any Network. The amount of the Reserve may change from time to time as reasonably determined by Moov or Acquirer and communicated to User in accordance with this Platform Agreement.

5.2. Funding a Reserve. Upon the occurrence of any fact, circumstance, or event giving rise to Moov’s or Acquirer’s right to require a Reserve Account, User hereby authorizes Moov or Acquirer, at the direction of Moov, to fund the Reserve Account by setting off Settlement amounts payable to User and debiting amounts from User’s Moov Balance and Linked Account. If User does not have sufficient funds in User’s Moov Balance and Linked Account to fund the Reserve Account, then User will immediately fund User’s Reserve Account in accordance with Moov’s instructions. User acknowledges and agrees that its failure to fund a Reserve Account as required in accordance this Section 5 may result in the suspension of User’s access to and use of the Merchant Processing Services.

5.3. Security Interest. In order to secure the obligations of User to Moov in connection with the Merchant Processing Services, User hereby grants to Moov a first lien and security interest in, and continuing lien on, all of User’s right, title, and interest in and to the Reserve Account and all funds in the Reserve Account and the Reserve amounts, whether now owned or existing or hereafter created, acquired, or arising. User hereby authorizes Moov to execute and file, at User’s cost and expense, any documents and to take any such other actions as may be necessary or appropriate to create, perfect, maintain, and enforce the security interest granted hereunder, including the filing of any financing statements, and User hereby agrees to execute all such documents and to take any such other actions as may be necessary, appropriate, or reasonably requested by Moov or Acquirer in furtherance of creating, perfecting, maintaining, and enforcing the security interest granted hereunder. User represents and warrants that User has good, complete, and marketable title to all of the assets, accounts, and receivables to which User grants a lien and security interest hereunder, free and clear of any and all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of, Moov. The security interest granted to User hereunder may be exercised by Moov without notice or demand of any kind.

6. Fees.

User agrees to pay the Payment Acceptance Transaction Fees in connection with its access to and use of the Merchant Processing Services. The Payment Acceptance Transaction Fees will be communicated to User by the Company prior to User’s acceptance of this Platform Agreement. By agreeing to this Platform Agreement, User hereby represents and warrants that the Payment Acceptance Transaction Fees have been disclosed to User and that User reviewed and understands the Payment Acceptance Transaction Fees applicable to its access to and use of the Merchant Processing Services.

7. Network Marks.

Except as otherwise expressly permitted by a Network, User will not use, display, or reproduce the Marks of any Network. User will comply with all branding, reproduction, usage, and artwork standards established by the Networks from time to time applicable to the use of their Marks. User (a) acknowledges that each Network is the sole owner of such Network’s Marks, (b) agrees not to contest the ownership of the Marks of any Network for any reason, and (c) agrees that any Network may prohibit User from using the Marks of such Network for any reason. User will immediately cease any use, display, and reproduction of the Marks of any Network upon the earlier of User’s receipt of notice of the same from such Network or the effective date of the expiration or termination of the Merchant Processing Services Terms.

8. Network Security Requirements.

User will comply, and will cause any applicable third party utilized by User to comply, with all applicable PCI Standards and Network Security Programs in connection with its access to and use of the Merchant Processing Services. Upon request, User will provide or otherwise make available to Moov, Acquirer, and any Network any documentation requested to evidence User’s and any applicable third party’s compliance with all applicable PCI Standards and Network Security Programs, including any applicable tests, scans, and assessments. If User experiences a Security Incident, then User will notify Moov of such Security Incident and will otherwise cooperate with Moov in connection with such Security Incident in a manner that enables Moov, Acquirer, and User to satisfy their applicable obligations under Applicable Law, Network Rules, and FI Partner Guidelines with respect to such Security Incident. Subject to Section 3.13 of the Commercial User Terms, User will notify Moov if User uses any third party that provides payment related services, directly or indirectly, and/or stores, transmits, or processes data of any Person making payment (including cardholder data), and User is responsible for ensuring such third party complies with all applicable PCI Standards and the terms and conditions of this Platform Agreement. Without limiting any other restrictions under this Platform Agreement, User will not sell, transfer, or disclose any materials that contain data of any Person making payment (including cardholder data) or information (including account numbers and personal information), or other transaction information to any third party. User and/or its agent shall notify Moov and, at Moov’s discretion, either return any data and information to Moov or provide Moov with acceptable proof of destruction of such data and information. If User is undergoing a forensic investigation regarding compliance with PCI Standards and Network Security Programs at the time User executes this Platform Agreement, or at any time during the Term of this Platform Agreement, then User must fully cooperate with the investigation until completed.

9. Representations, Warranties, and Covenants of User.

By submitting a Transaction through the Merchant Processing Services, User represents and warrants, as of the date and time of submission of the Transaction, as follows: (a) the Transaction is not a previously disputed Transaction subsequently returned to User; (b) the Transaction is not knowingly illegal, fraudulent, or unauthorized or a Transaction that User should have known is illegal, fraudulent, or unauthorized; (c) the Transaction is not the submission of an authorization request or Transaction by User on behalf of another merchant or other third party; (d) the Transaction is not conducted with a credit card and represents the refinancing or transfer of an existing cardholder obligation that has been deemed to be uncontrollable; (e) the Transaction does not arise from the dishonor of a cardholder’s personal check; (f) the Transaction will not damage the goodwill of any Network or reflect negatively on the Marks of any Network, in such Network’s sole discretion; (g) the Transaction does not arise from the acceptance of a Payment Method at a scrip-dispensing terminal; and (h) User prominently and clearly discloses at all point-of-interaction locations: (1) the name of User so that cardholders can easily distinguish User from any other party; and (2) the country location of User to enable the cardholder to easily determine, among other things, whether the Transaction will be domestic or cross-border.

10. Suspension and Termination.

10.1. Acquirer and Network Rights. User acknowledges that Acquirer or any Network may limit, suspend, or terminate, or may require Moov to limit, suspend, or terminate, User’s access to and use of the Merchant Processing Services at any time for any reason. If Acquirer or any Network limits, suspends, or terminates, or requires Moov to limit, suspend, or terminate, User’s access to and use of the Merchant Processing Services, then Moov may limit, suspend, or terminate User’s access to and use of the Merchant Processing Services.

10.2. Moov Termination Rights. Moov may immediately suspend or terminate User’s access to and use of the Merchant Processing Services if:

  • Any significant circumstances exist that create harm or loss of goodwill to the Networks;
  • Any Network de-registers Moov and makes Moov’s continued provision of the Merchant Processing Services impracticable; or
  • Acquirer ceases to be a Network member for any reason or fails to maintain a valid license to use the Marks of any Network.

10.3. MATCH List. The Networks maintain a list called the Member Alert to Control High-risk Merchants (“MATCH”) indicating those merchants who have had their merchant agreements or payment acceptance rights terminated for cause. User agrees that if this Platform Agreement is terminated for cause, Moov may report User to the Networks for inclusion on the MATCH list, and User waives and holds harmless Moov and Acquirer from any and all Claims and Losses which User may have as a result of such reporting.

11. Additional Provisions Required by American Express.

11.1. Data. User acknowledges and agrees that Moov may disclose “Transaction Data,” “Sponsored Merchant Data,” and other information about User to American Express and its Affiliates (collectively, “American Express”), agents, subcontractors, and employees and that American Express and its agents, subcontractors, and employees may use such information to perform under its agreement with Moov, operate and promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including as described in American Express Merchant Regulations. Solely for the purpose of this Section 11.1, “Transaction Data” and “Sponsored Merchant Data” have the meanings ascribed to them in the American Express Merchant Regulations.

11.2. User Not a Third-Party Beneficiary. User agrees that it is not a third-party beneficiary under the agreement between American Express and Moov.

11.3. Conversion to Direct Card Acceptance Relationship. User acknowledges that it may be converted from the Merchant Processing Services program to a direct card acceptance relationship with American Express if and when User becomes a high value merchant in accordance the American Express Merchant Regulations. Upon conversion, User agrees that User will be bound by American Express’s then-current card acceptance agreement and American Express will set pricing and other fees payable by User for card acceptance. If User becomes a high value merchant to American Express, then Moov will notify User.

11.4. Cardmember Offers. In an effort to encourage cardmembers to seek out and shop at small merchants that accept American Express, American Express may include small merchants in cardmember offers from time to time. There is no additional cost to User to be included in these offers. For more information, visit www.americanexpress.com/us/small-business/shop-small and click on the “Cardmember Offers” tab. There, User can view offer terms and conditions, determine if User’s business is an eligible small merchant that is included in any offers, and access any available signage to promote cardmember offers in which User is included to Customers.

11.5. Card Acceptance. User will display American Express’s Marks and otherwise honor American Express cards in accordance with the American Express Merchant Regulations. User must accept American Express cards as payment for products or services (other than those products and services prohibited under Section 3.3, “Prohibited Uses of the Card,” of the American Express Merchant Regulations) sold, or (if applicable) for charitable contributions made, at all of User’s establishments, except as expressly permitted by state statute. User is jointly and severally liable for the obligations of User’s establishments.

11.6. Treatment of the American Express Brand.

  • Except as expressly permitted by Applicable Law, User must not: (a) indicate or imply that User prefers, directly or indirectly, any other payment products over the American Express card; (b) try to dissuade cardmembers from using the American Express Card; (c) criticize or mischaracterize the American Express card or any of American Express’s services or programs; (d) try to persuade or prompt cardmembers to use any other payment products or any other method of payment (e.g., payment by check); (e) impose any restrictions, conditions, disadvantages, or fees when the American Express card is accepted that are not imposed equally on all other payment products, except for electronic funds transfer, or cash or check; (f) suggest or require cardmembers to waive their right to dispute any Transaction; (g) engage in activities that harm American Express’s business or the American Express Brand (or both); (h) promote any other payment products (except User’s own private label card that User issues for use solely at User’s establishments) more actively than User promotes the American Express card; or (i) convert the currency of the original sale Transaction to another currency when requesting authorization or submitting Transactions (or both).
  • User may offer discounts or in-kind incentives from User’s regular prices for payments in cash, ACH funds transfer, check, debit card, or credit/charge card, provided that (to the extent required by Applicable Law): (i) User clearly and conspicuously disclose the terms of the discount or in-kind incentive to Customers; (ii) the discount or in-kind incentive is offered to all of User’s prospective Customers; and (iii) the discount or in-kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable state statute, payment card network (e.g., Visa, Mastercard, Discover, JCB, American Express). The offering of discounts or in-kind incentives in compliance with the terms of this Section 11.6(b) will not constitute a violation of the provisions set forth in Section 11.6(a).

11.7. Treatment of the American Express Marks. Whenever payment methods are communicated to Customers, or when Customers ask what payments area accepted, User must indicate User’s acceptance of the American Express card and display American Express’s Marks (including any card application forms American Express may provide User) as prominently and in the same manner as any other payment products. User must not use American Express’s Marks in any way that injures or diminishes the goodwill associated with the American Express mark, nor in any way (without American Express’s prior written consent) indicate that American Express endorses User’s products or services. User will only use American Express’s Marks as permitted by this Platform Agreement and will cease using the American Express Marks upon termination of this Platform Agreement.

11.8. Treatment of American Express Cardmember Information. Except as otherwise specified, User must not disclose American Express cardmember information, nor use nor store it, other than to facilitate Transactions at User’s establishments in accordance with this Platform Agreement. For more information about protecting American Express cardmember information, see Chapter 8, “Protecting Cardmember Information,” of the American Express Merchant Regulations.

11.9. Website Information Display Guidelines. User will comply with the applicable website information display guidelines set forth in Section 13.4, “General Payment Aggregator Requirements,” of the American Express Merchant Regulations.

11.10. Industry-Specific Requirements. If User engages in activities in a specific industry identified in Chapter 12, “Specific Industries,” of the American Express Merchant Regulations, then User will comply with all applicable industry-specific terms and conditions set forth therein.

11.11. Prohibition against Billing or Collecting. User will not bill or collect from any Customer for any purchase or payment on the American Express card unless chargeback has been exercised, User has fully paid for such charge, and User otherwise has the right to do so.

11.12. Arbitration Agreement (as to Claims Involving American Express). This Section 11.12 sets forth the Arbitration Agreement as to Claims Involving American Express (the “Arbitration Agreement”). Definitions applicable to the Arbitration Agreement are set forth at the end of this Section 11.12. In the event that User or Moov is not able to resolve a Claim against American Express, or a claim against Moov or any other entity that American Express has a right to join in resolving a Claim, this Section explains how Claims can be resolved through arbitration. User or American Express may elect to resolve any Claim by individual binding arbitration. Claims are decided by a neutral arbitrator. If arbitration is chosen by any party, neither User nor Moov nor American Express will have the right to litigate that Claim in court or have a jury trial on that Claim. Further, User, Moov, and American Express will not have the right to participate in a representative capacity or as a member of any class or be a named party to a class-action with respect to any Claim for which any party elects arbitration. Arbitration procedures are generally simpler than the rules that apply in court, and discovery is more limited. The arbitrator’s decisions are as enforceable as any court order and are subject to very limited review by a court. Except as set forth below, the arbitrator’s decision will be final and binding.

  • Initiation of Arbitration. Claims will be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Arbitration Agreement and the selected organization’s rules in effect when the Claim is filed, except where those rules conflict with this Arbitration Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, or to an arbitrator appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (FAA). Any arbitration hearing that requires the physical presence of the parties shall take place in New York, unless all parties agree to an alternate venue.
  • Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. There will be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other merchants, or other persons or entities similarly situated. The arbitrator’s authority is limited to Claims between User, Moov, and American Express. Claims may not be joined or consolidated unless all parties to this Arbitration Agreement agree in writing. An arbitration award and any judgment confirming it will apply only to the specific case brought by User, Moov, or American Express and cannot be used in any other case except to enforce the award as between User, Moov, and American Express. This prohibition is intended to, and does, preclude User from participating in any action by any trade association or other organization against American Express. Notwithstanding any other provision and without waiving the right to appeal such decision, if any portion of these Limitations on Arbitration is deemed invalid or unenforceable, then the entire Arbitration provision (other than this sentence) will not apply.
  • Previously Filed Claims/No Waiver. User, Moov, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. User, Moov, or American Express may choose to delay enforcing or to not exercise rights under this arbitration provision, including the right to elect to arbitrate a Claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any confusion, and not to limit its scope, this Section applies to any class-action lawsuit relating to the “Honor All Cards,” “non-discrimination,” or “no steering” provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express card acceptance agreement, that was filed against American Express prior to the effective date of agreement between Moov and American Express.
  • Arbitrator’s Authority. The arbitrator shall have the power and authority to award any relief that would have been available in court, including equitable relief (e.g., injunction, specific performance) and, cumulative with all other remedies, shall grant specific performance whenever possible. The arbitrator shall have no power or authority to alter the agreement between Moov and American Express or any of its separate provisions, including this Section, nor to determine any matter or make any award except as provided in this Section.
  • Split Proceedings for Equitable Relief. User, Moov, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits to preserve the status quo pending completion of such process. This Section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all reasonable attorneys' fees and costs, including legal fees, to be paid by the party against whom enforcement is ordered.
  • Small Claims Court. American Express shall not elect to use arbitration under this Section for any Claim User properly files in a small claims court so long as the Claim seeks individual relief only and is pending only in that court. Injunctive relief sought to enforce the confidentiality and proprietary rights provisions of this Platform Agreement is not subject to the requirements of this Section. This Section is not intended to, and does not substitute for the ordinary business practices, policies, and procedures of Moov or American Express, including the rights of Moov or American Express to chargeback and to create reserves.
  • Governing Law/Arbitration Procedures/Entry of Judgment. This arbitration Section is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not the federal or any state rules of civil procedure or rules of evidence, provided that any party may request that the arbitrator expand the scope of discovery by doing so in writing and copying any other parties, who shall have 15 days to make objections, and the arbitrator shall notify the parties of their decision within 20 days of any objecting party’s submission. If a Claim is for $10,000 or less, User or American Express may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the rules of the selected arbitration organization. At the timely request of a party, the arbitrator shall provide a written and reasoned opinion explaining their award. The arbitrator’s decision shall be final and binding, except for any rights of appeal provided by the FAA. If a Claim is for more than $10,000 and less than $100,000, User, Moov, and American Express shall be entitled to limited discovery, which shall include no more than (a) reasonable discovery of hard-copy and electronically-stored information, including not more than four custodians, as approved by the arbitrator, who shall consider, inter alia, whether the discovery sought from one party is proportional to the discovery received by the other party, and (b) two depositions per party. If a Claim is for $100,000 or more, or includes a request for injunctive relief, (a) any party to the Arbitration Agreement shall be entitled to reasonable document and deposition discovery, including (x) reasonable discovery of electronically stored information, as approved by the arbitrator, who shall consider, inter alia, whether the discovery sought from one party is proportional to the discovery received by another party, and (y) no less than five depositions per party; and (b) within 60 days of the initial award, either party can file a notice of appeal to a three arbitrator panel administered by the selected arbitration organization, which shall reconsider de novo any aspect requested of that award and whose written decision (or the award (if no written decision is timely requested)) shall be final and binding. At the timely request of a party, the arbitrator(s) shall provide a written and reasoned opinion explaining their award. The arbitrator’s decisions shall be final and binding, except for any rights of appeal provided by the FAA. If more than 60 days after the written arbitration decision is issued the losing party fails to satisfy or comply with an award or file a notice of appeal, if applicable, the prevailing party shall have the right to seek judicial confirmation of the award in any state or federal court where User’s headquarters or User’s assets are located.
  • Confidential Proceedings. The arbitration proceeding and all testimony, filings, documents, and any information relating to or presented during the proceedings shall be deemed to be confidential information not to be disclosed to any other party. All offers, promises, conduct, and statements, whether written or oral, made in the course of the Claim resolution process, including any related negotiations, mediations, arbitration, and proceedings to confirm arbitration awards by either party, its agents, employees, experts, or attorneys, or by the mediator or arbitrator, including any arbitration award or judgment related thereto, are confidential, privileged, and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding involving any of the parties or non-parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation, mediation, or arbitration.
  • Costs of Arbitration Proceedings. User will be responsible for paying User’s share of any arbitration fees (including filing, administrative, hearing, or other fees). At User’s written request, American Express will consider in good faith making a temporary advance of User’s share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause.
  • Additional Arbitration Awards. If the arbitrator rules in User’s favor against American Express for an amount greater than any final settlement offer American Express made to User before any arbitration award is announced, the arbitrator’s award will include: (1) any money to which Sponsored Merchant is entitled to pursuant to the award, but in no case less than $5,000; and (2) any reasonable attorneys' fees, costs, and expert and other witness fees incurred by User.
  • Definitions. For purposes of this Section, only, (i) “American Express” includes any of its Affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, and (ii) “User” includes User’s Affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (iii) “Claim” means any allegation of an entitlement to relief, whether damages, injunctive, or any other form of relief, against American Express or against Moov or any other entity that American Express has the right to join in resolving a Claim, including, a transaction using an American Express product or network or regarding an American Express policy or procedure.
  • Continuation. This Section will survive termination of this Platform Agreement, any legal proceeding to collect a debt, any bankruptcy and any sale of User or User’s assets (in the case of a sale, its terms will apply to the buyer). If any portion of this Arbitration Agreement, except as otherwise provided in the Limitations on Arbitration subsection, is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Arbitration Agreement, this Platform Agreement, or any predecessor agreement User may have had with Moov, each of which shall be enforceable regardless of such invalidity.

12. Notices.

12.1. All Notices and other communications will be delivered via email or in writing (as specified below) to the below addresses, which addresses may be amended from time to time. For any Notice provided from User to Acquirer, User will clearly state User’s name and merchant identification number.

If to Acquirer:

All notices and other communications will be delivered in writing to:

MetaBank, National Association
5501 S. Broadband Lane
Sioux Falls, South Dakota 57108

If to Moov:

All notices and other communications will be delivered via email to [email protected] and in writing to:

Moov Financial, Inc.
6820 University Avenue, Suite 132
Cedar Falls, Iowa 50613

If to User:

All notices and communications will be delivered to User via email to the email address associated with User’s Moov Account or via writing to the physical address associated with User’s Moov Account.

13. General Provisions.

13.1. Third-Party Beneficiaries. User acknowledges and agrees that any Network supported in connection with the Merchant Processing Services will be a third-party beneficiary under this Platform Agreement and may enforce the terms and conditions of this Platform Agreement against User, but such Network will not be subject to any obligations under this Platform Agreement.

13.2. Conflict. In the event of any conflict between any term or condition of this Platform Agreement with respect to the Merchant Processing Services and any term or condition of the Network Rules, the applicable term or condition of the Network Rules will govern to the extent necessary to resolve such conflict.

13.3. Survival. The following Sections of the Merchant Processing Services Terms will survive termination or expiration of the Platform Agreement: the last two sentences of Section 1, Section 3.1, Section 3.2, Section 3.4, Section 3.5, Section 3.6, Section 3.9, Section 3.10, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12, Section 13, and Section 14.

14. Definitions.

  • Arbitration Agreement” has the meaning set forth in Section 11.12.
  • Acquirer” has the meaning set forth in the introduction of the Merchant Processing Services Terms.
  • American Express” has the meaning set forth in Section 11.1, subject to Section 11.12.
  • MATCH” has the meaning set forth in Section 10.3.
  • Network Security Programs” means the data protection and security programs and requirements of the Networks, including the PCI Standards, the Visa Account Information Security Program, the Mastercard Site Data Protection Program, American Express’s Data Security Operating Policy, and Discover’s Information Security and Compliance Program, in each case, as the same may be modified, supplemented, or replaced from time to time.
  • PAN” has the meaning set forth in Section 3.7(h).
  • PCI Standards” means all applicable requirements or standards of the Payment Card Industry Security Standards Council (or any successor or replacement body), including the Payment Card Industry Data Security Standard.
  • Reserve” has the meaning set forth in Section 5.1.
  • Settlement” has the meaning set forth in Section 4.1.