Platform Agreement | Dwolla
LEGAL DOCUMENTATION
For Dwolla Clients
This Dwolla Platform Agreement will be effective on January 1, 2023, or if you have provided written acceptance of this version to Dwolla.
Dwolla Platform Agreement
Last Updated: October 31, 2022
This Dwolla Platform Agreement (“Agreement”) is a legally binding agreement between you and Dwolla, Inc. (“Dwolla”) and applies to your use of the Dwolla Platform Services, as defined in this Agreement.
It is important that you read and understand this Agreement as it governs your use of the Dwolla Platform Services. You represent and warrant that you have the authority to accept this Agreement on behalf of the legal entity you have registered at www.dwolla.com (“you”, “your” throughout this Agreement) and to provide any information that you share with Dwolla. By indicating your acceptance of this Agreement or by executing an order form (“Order Form”) or other agreement that references this Agreement, you agree to be bound by this Agreement. If you do not accept this Agreement, you must not access or use the Dwolla Platform Services.
We may amend this Agreement at any time by providing notice to you. Notice may be provided to you on www.dwolla.com, on any other website maintained by Dwolla, by email, or by any other reasonable means. The amended Agreement is effective when posted or as of the date indicated, and your continued use of the Dwolla Platform Services constitutes your acceptance of any amended Agreement.
To use the Dwolla Platform Services, you must also accept the Dwolla Terms of Service located at www.dwolla.com/legal, which are incorporated into this Agreement by reference (the “Dwolla Terms”). Capitalized terms used in this Agreement and not otherwise defined will have the meanings assigned to them in the Dwolla Terms.
Using the Dwolla Platform Services
Dwolla Platform Services. Dwolla offers electronic payment services through an online dashboard experience available at www.dwolla.com and the Dwolla application programming interfaces (“Dwolla API”), and related technical, business and support services, each as may be modified or updated (together, the “Dwolla Platform Services”). The Dwolla Platform Services allow you to manage your end users’ and your own payments experience on your platform, website, and/or application (each, an “Application”) and open and manage end user Dwolla accounts (“Customer Accounts”) (together, your “Dwolla-Enabled Services”). An end user that has opened a Customer Account is referred to as a “Customer”. The products and services that you provide through your Application, including the Dwolla-Enabled Services, are referred to herein as “Your Services”. It is your sole responsibility to clearly explain to your end users the nature of Your Services, your Dwolla-Enabled Services, and Dwolla’s role in the provision of such services.
Dwolla Account. In order to use the Dwolla Platform Services, you must: (a) be a U.S. company or other legally-organized entity, in good standing, with a U.S. physical address, and (b) open and maintain a Dwolla account governed by the Dwolla Terms and Dwolla Privacy Policy. Your use of the Dwolla Platform Services may be limited if your Dwolla account is suspended or otherwise restricted. You represent and warrant that you are eligible to use the Dwolla Platform Services and that you will not open or use your Dwolla account for any personal, family, or household purposes.
Account Credential Security. You are responsible for maintaining commercially reasonable security and control of your Dwolla account and credentials, including passwords, security codes, and API Credentials as defined in Section 14 (collectively, your “Account Credentials”). You are responsible for ensuring that your employees, contractors, and agents comply with all security requirements set out in this Agreement, as applicable. You are responsible for any activity conducted using your Account Credentials, regardless of whether you authorized such activity. Notify Dwolla immediately at security@dwolla.com if you believe that your Account Credentials have been compromised.
Required Information About Your Business. When you register for a Dwolla account, we will ask you for information about your business, including but not limited to: business name, address, phone number, email address, tax identification number, website address, business model, and any supporting documentation that we deem necessary in our reasonable discretion (such as copies of government-issued identification, proof of licensing, proof of financial condition, business policies, and other business or identification documentation). We will also ask you for information about your beneficial owner(s), controller, and authorized representative, including but not limited to: name, birthdate, tax identification number or equivalent, and any supporting documentation that we deem necessary in our reasonable discretion. Your ability to use the Dwolla Platform Services is subject to our satisfactory review of the information that you provide and our approval. You represent and warrant that any information that you provide to us about your business is accurate and complete and that you will keep this information up to date at all times. Failure to do so may result in termination of this Agreement by Dwolla.
Routine Business Operations Reviews. Dwolla may request, and you agree to provide, information about your business, operations, funds flows, and/or integration with the Dwolla Platform Services. Dwolla reserves the right to reassess your eligibility for the Dwolla Platform Services at any time. Dwolla may immediately suspend provision of any of the Dwolla Platform Services in the event that Dwolla reasonably determines, based on any of the review processes described in this Agreement, that you have become ineligible for any of the Dwolla Platform Services.
Prohibitions. You are prohibited from: (a) using the Dwolla Platform Services for any fraudulent, unlawful, deceptive, or abusive purposes; (b) using the Dwolla Platform Services in any manner intended to harm an end user, Dwolla, or any third party; (c) circumventing Dwolla’s intended limitations for any feature of the Dwolla Platform Services; (d) using the Dwolla Platform Services in a manner inconsistent with any developer documentation, integration guidance, or other technical, policy, or other requirements communicated to you by Dwolla; (e) using the Dwolla Platform Services in violation of any guidance regarding restricted activities communicated to you by Dwolla; (f) using the Dwolla Platform Services to conduct transactions for personal, family, or household purposes; (g) facilitating transactions for a third party that is not your legitimate end user; (h) replicating and/or reselling the Dwolla Platform Services; or (i) attempting any of the foregoing.
Compliance. You represent and warrant that you will only use the Dwolla Platform Services for lawful and legitimate purposes and that you will at all times comply and conduct your business in compliance with: (a) all applicable federal, state, and local laws, rules, regulations, and guidance, including, without limitation, those governing payment services, consumer protections, privacy, and data security (collectively, “Applicable Law”); (b) this Agreement; (c) the Dwolla Terms; and (d) the Integration Requirements.
Fees. Dwolla will charge fees for the Dwolla Platform Services as listed in the Order Form signed between you and Dwolla.
Payment Terms. All fees incurred in a calendar month will be charged on or after the 2nd business day of the following month. All fees are non-refundable. You expressly authorize Dwolla to charge your Dwolla account and/or linked U.S. financial institution account(s) for all fees, expenses, and other amounts owed under this Agreement. You are liable to Dwolla for all fees and expenses (including reasonable attorneys’ fees) that Dwolla incurs in collecting, or attempting to collect, fees, expenses or amounts you owe to Dwolla.
Transaction Reversal and Your Liability. You are solely responsible for you and your end users’ payment activity initiated using the Dwolla Platform Services, including, without limitation, any fraudulent activity. Dwolla has no obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by you or your end users may: (a) be reversed in accordance with Dwolla or its Financial Institution Partners’ risk management policies, (b) be reversed in accordance with Applicable Law, including by ACH return, (c) fail due to your or end user error, or (d) be cancelled by an end user or financial institution (each, a “Reversal”). You are liable for any losses caused by Reversals and any other Customer Account activity, regardless of whether authorized. You authorize Dwolla and its Financial Institution Partners to recover any such amounts due to Dwolla by debiting the available balance in your Dwolla account or taking other reasonable actions to recover those amounts.
Transaction Limits. Dwolla may, in its sole discretion, impose limits on the transactions you may submit, including but not limited to limits on the maximum dollar value or volume of transactions. Such limits will be communicated to you in writing.
Taxes. You are solely responsible for paying and collecting any applicable taxes, duties, or tariffs imposed with respect to the sale of Your Services through your Application. You agree to provide any necessary information for tax reporting, including end user information for Form 1099-K.
Termination. Either party may terminate this Agreement by providing the other with written notice. Upon termination, you must stop using the Dwolla Platform Services and cooperate with Dwolla to complete all pending transactions.
Integration and End User Experience Requirements
API Credentials. Dwolla will provide you with credentials in the form of a key and secret specific to you (“API Credentials”). These are Confidential Information and you are responsible for their security.
Compliance with Integration Requirements. To receive API Credentials and provide the Dwolla-Enabled Services, you must successfully complete Dwolla’s review of your Dwolla API integration and receive Dwolla’s written approval to Go Live.
Bank Account Verification. An end user may link a bank account to your Application for the purpose of using the Dwolla-Enabled Services. You must verify ownership of this account as specified.
Your Agreement With End Users. You must have a written agreement with end users (“Your Terms”) to provide the Dwolla-Enabled Services, which must comply with the Agreement and all applicable laws.
Origination Authorization From End Users. You must capture the end user’s authorization to allow Dwolla to originate funds transfers.
Express Consent From End Users. You must obtain an end user’s express consent prior to conducting any activity on their behalf.
Notifications for End Users. You are solely responsible for sending all necessary notifications to end users related to their use of the Dwolla-Enabled Services.
Clear Disclosures to End Users. You must provide clear disclosures regarding funding sources, fees, purchase terms, and transfer times.
Customer Support for End Users. You must provide customer support for Your Services and publish your support contact information in an easily accessible manner.
Dispute Resolution for End Users. You are responsible for resolving all end user disputes related to Your Services.
Accuracy of End User Data Provided to Dwolla. You must ensure all end user data provided to Dwolla is accurate and complete.
Transaction and End User Risk Management. You agree that Dwolla may decline, restrict, or otherwise limit any transaction and/or the ability of an end user to use the Dwolla-Enabled Services in accordance with Dwolla’s risk management policies.
Customer Eligibility. Customer Accounts may only be created for end users that are 18 years or older.
Required Disclosures for Customers. Your Terms must disclose key information regarding Customer Accounts and any associated services.
Other Required Disclosures. You agree to promptly notify your Customers of any changes to the Dwolla Terms or Privacy Policy.
Termination of a Customer. You must ensure that any funds held in a Customer Account are handled appropriately upon termination.
Privacy and Data Security
Your Privacy Policy. You must publish and comply with a privacy policy that clearly explains your data practices.
Use of Data. You must obtain your end users’ express consent to use their data for providing services.
Data Security. You must maintain security controls to protect data from unauthorized use.
Audit. Dwolla may audit your compliance with this Agreement and you must cooperate.