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Money Movement Account Terms of Service

Last Updated: October 12, 2026

These Account Terms of Service (“TOS“) are a legally binding agreement between you, Dwolla, Inc. (“NMI“, “us“, “our“, or “we“) as an affiliate of Network Merchants, LLC, and our financial institution partners, each a party insofar as you will access one of the services they provide (“Financial Institution Partner“). This TOS applies to your creation and use of a money movement account (“Money Movement Account“) provided to you through one of NMI’s clients. NMI offers a payment software platform (the “Money Movement Platform“) to its clients, who use the Money Movement Platform to provide services to consumers and/or businesses like you. The Money Movement Platform permits users to initiate and send payment instructions to one or more of our Financial Institution Partners, who will provide the funds transfer services based on those instructions.

Our Financial Institution Partners are party to this TOS only in each entity’s capacity as the financial institution that holds funds or performs funds transfers, as more fully described at https://www.dwolla.com/legal/about-our-financial-institution-partners. Except as specifically set forth in this TOS, the Financial Institution Partners are not responsible for the Money Movement Platform or fulfillment of NMI’s obligations under this TOS.

It is important that you read and understand this TOS, as it governs your use of your Money Movement Account and any features of the NMI client’s application that rely on the Money Movement Platform. This TOS includes a binding arbitration provision, which affects your legal rights and may be enforced by the parties. By accessing or using your Money Movement Account and the NMI-Enabled Services, you accept and agree to be bound by this TOS. If you do not agree to these terms, you must immediately stop using the Money Movement Account and notify the NMI client who is providing you access to the NMI-Enabled Services that you wish to deactivate your Money Movement Account.

We may amend this TOS at any time by posting a revised version on dwolla.com or any other website we maintain for purposes of providing the Money Movement Platform or Money Movement Accounts. Amendments to the TOS are effective at the time we post them and your continued use of your Money Movement Account constitutes acceptance of any amendments.

1. Definitions.

In addition to the terms defined elsewhere in this TOS, the following capitalized terms have the meanings set forth below:

“Affiliate” of any party means any person or entity that controls, is controlled by, or is under common control with, such party.

“Business Customer” means a business, non-profit organization, or other entity that (a) is registered and located in the United States, and (b) creates a Money Movement Account for use other than primarily for personal, family, or household purposes.

“Laws” means all applicable federal, state, and local laws, statutes, rules, regulations, and guidance (including those governing privacy and protection of data), as amended from time to time, and any orders of any court, governing body, or agency having jurisdiction, together with the Rules.

“Money Movement Services” means, for purposes of this TOS only, your Money Movement Account, the NMI-Enabled Services, the Money Movement Platform, and the funds transfer and funds holding services provided by our Financial Institution Partners under this TOS, collectively.

“NMI client” means a Company (as such term is defined in the NMI General Terms and Conditions) that has entered into the Partner Terms and Conditions and Money Movement Service Terms with an NMI Affiliate and provides you with access to your Money Movement Account and the NMI-Enabled Services.

“NMI Affiliate” means Network Merchants, LLC or any of its Affiliates. NMI is an NMI Affiliate.

“Personal Customer” means a natural person who (a) is at least 18 years old, (b) is a legal resident of the United States, and (c) creates a Money Movement Account.

“Rules” means the operating rules, requirements, policies, procedures, and standards issued by the operators, sponsors, or regulators of the payment systems used by our Financial Institution Partners to effect transactions initiated through the NMI-Enabled Services, including the Nacha Operating Rules and Guidelines, the RTP Operating Rules and Guidelines of The Clearing House, the FedNow Service Operating Circular 8 and the FedNow Service Operating Procedures, and any other rules applicable to payment methods offered through the NMI-Enabled Services, as each may be amended from time to time.

2. Money Movement Platform and Money Movement Open Banking Services.

2.1 The Money Movement Platform is provided to one or more clients of NMI that provide you with access to services enabled by the Money Movement Platform, including the ability to create a Money Movement Account in the client’s application and to transmit instructions to initiate payments between you and such NMI client or another end user of the client’s application. These services are the “NMI-Enabled Services.”

2.2 In the event you use or access digital money management tools, including balance check or instant account verification, that one or more of NMI’s clients may provide to you and that access third party account information (“Open Banking Services“), such use or access is subject to and governed by the Money Movement Open Banking Services End User Terms and Conditions found at https://www.dwolla.com/legal/open-banking-end-user-terms (“EULA“). It is important that you read and understand this EULA. By accessing or using the Open Banking Services, you accept and agree to be bound by the EULA. If you do not agree to the terms and conditions in the EULA or no longer wish to use or access the Open Banking Services, you must notify the NMI client who is providing you access to the Open Banking Services that you wish to revoke your consent by removing the associated account from the NMI client’s application.

3. About Money Movement Accounts and the NMI-Enabled Services.

Your Money Movement Account can only be accessed through the NMI-Enabled Services in the NMI client’s application. NMI is not a money transmitter and does not perform money transmission or money transfer or payment services. All payments made based on the instructions transmitted to NMI through the NMI-Enabled Services are processed and disbursed by our Financial Institution Partners, who are regulated financial institutions. To the extent that your Money Movement Account permits you to hold a stored value of funds associated with your Money Movement Account (a “Money Movement Balance“), any funds recorded as held in your Money Movement Balance are held by our Financial Institution Partners in one or more pooled holding accounts. FUNDS HELD IN SUCH HOLDING ACCOUNTS MAY NOT BE ELIGIBLE FOR SHARE INSURANCE OFFERED BY THE NATIONAL CREDIT UNION SHARE INSURANCE FUND AND ARE NOT ELIGIBLE FOR INSURANCE SPONSORED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. IN THE EVENT OF A FINANCIAL INSTITUTION PARTNER RECEIVERSHIP, YOU MAY LOSE VALUE.

4. Creating Your Money Movement Account.

Money Movement Accounts are available to Business Customers and to Personal Customers. Money Movement Accounts must be used in accordance with any terms and conditions the NMI client imposes on your use of the application as well as this TOS. You agree that any information you provide to NMI to create your Money Movement Account is true and accurate at the time you create your Money Movement Account and you agree to update that information from time to time to ensure it remains true and accurate at all times you have an open Money Movement Account. If you fail to update this information, we may suspend or terminate your Money Movement Account. You authorize us to share this information with our Financial Institution Partners and other third parties in accordance with NMI’s privacy policy, available at https://www.nmi.com/policy/privacy/ (the “Privacy Policy“), as it may be updated from time to time. You also agree you have read and accepted Veridian Credit Union’s Notice of Your Financial Privacy Rights, available at https://www.veridiancu.org/webres/File/privacy-policy.pdf.

4.1 Business Customers. Business Customers must be businesses (including sole proprietorships), non-profit organizations, and other entities registered and located in the United States. If you create a Money Movement Account as a Business Customer, you represent and attest that (a) your Money Movement Account is not used primarily for personal, family, or household purposes; (b) you are authorized to provide the information described below; and (c) you are authorized to bind the Business Customer to this TOS.

4.2 Information Required. To create your Money Movement Account, we require that you provide us with your business name, and the full name and email address of the individual creating the Money Movement Account on behalf of your business. To access certain additional features, including a Money Movement Balance, we will request that you provide additional information to permit us to verify your identity, including: your business entity type, a valid U.S. physical address (not a P.O. Box or the address of a commercial mail receiving agency), phone number, and your tax identification number. Additionally, we may require personal information (including the full name, date of birth, social security number, and in some cases a form of photo identification) of any beneficial owners of your business, including at least one controller.

4.3 Businesses Owned by Minors. If you are a Business Customer that is owned by an individual who is not at least 18 years old, an authorized officer of your business who is at least 18 years old must create your Money Movement Account. In any case, businesses owned by minors under the age of 13 may not create a Money Movement Account.

4.4 NMI Master Accounts. If you are a NMI client, the Money Movement Account you create hereunder is a “NMI Master Account.” Your NMI Master Account is subject to all the terms contained herein as well as the Partner Terms and Conditions and Money Movement Service Terms you have accepted with NMI.

4.5 Personal Customers. If you are creating a Money Movement Account as a natural person, you must be (1) at least 18 years old and (2) a legal resident of the United States to create a Money Movement Account. To create your Money Movement Account, we require that you provide us with your first and last name and email address. To access certain additional features, including a Money Movement Balance, we will request that you provide additional information to permit us to verify your identity, including: your date of birth, social security number, and in some cases a form of photo identification.

4.6 USA PATRIOT Act Notice. Important information about procedures for opening a new account under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you create a Money Movement Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents.

5. Using Your Money Movement Account.

5.1 Linked Payment Account; Authorization to Debit or Credit. To transmit payment instructions, you must link at least one bank or credit union account at a state- or federally-chartered financial institution in the United States (each, a “Linked Payment Account“) to your Money Movement Account. When you transmit payment instructions using the NMI-Enabled Services, you authorize NMI to send such instructions to our Financial Institution Partner, who you authorize to credit or debit your Linked Payment Account in accordance with your instructions. You expressly authorize NMI, as originator, to originate such credit and debit entries to your Linked Payment Account. You are solely responsible for complying with any terms set by your bank or credit union with respect to your Linked Payment Account, including any fees (e.g., nonsufficient fund or overdraft fees).

5.2 Security. You are solely responsible for keeping secret your login information and password on the NMI client’s application that you use to access the NMI-Enabled Services. You are responsible for all activity conducted using your Money Movement Account whether or not you authorized the use of your Money Movement Account. NMI will never ask you for your login information or password on any application.

5.3 Compliance with Laws. You shall only use your Money Movement Account and the NMI-Enabled Services for lawful and legitimate purposes and you will at all times comply with all applicable Laws.

5.4 Prohibited Money Movement Account Activities. You shall not use your Money Movement Account or the NMI-Enabled Services to: (i) engage in illegal or fraudulent activities; (ii) benefit any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC); or (iii) engage in transactions related to or in furtherance of the following activities (“Prohibited Activities“):

  • Sale or purchase of illegal goods, including but not limited to stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety;
  • Cannabis and CBD-related businesses (including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational cannabis or CBD products);
  • Cryptocurrency, virtual currency, or foreign exchange trading services, in each case other than funding or withdrawal transactions to or from a NMI client authorized by NMI to offer such services, and in all cases excluding decentralized cryptocurrency exchanges and unlicensed virtual asset service providers (VASPs);
  • Illegal services, including but not limited to counterfeit services, illegal gambling, multi-level marketing (MLM) programs, Ponzi or pyramid schemes, and money laundering;
  • Adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services;
  • Debt collection, relief, counseling, or credit repair services;
  • Gun sellers, firearm or ammunition sales, related accessories, and the production or manufacture of weapons of mass destruction;
  • Manufacture, wholesale, distribution, or sale of e-cigarettes, vaping products, tobacco or nicotine products, and related paraphernalia, other than incidental retail sale by general-merchandise retailers;
  • Unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations, including unlicensed payment facilitators, unregistered peer-to-peer transfer services, and informal value transfer systems;
  • White label ATM services; and
  • Promotion of hate, violence, harassment, or abuse.

In addition to the above Prohibited Activities, NMI and its Financial Institution Partners reserve the right to suspend your Money Movement Account or terminate this TOS in the event that you are using your Money Movement Account and the NMI-Enabled Services to conduct any activity we determine to be high risk or to expose us or other NMI clients or customers to an unacceptable level of risk. If we learn or suspect that you are using your Money Movement Account or the NMI-Enabled Services for any illegal or fraudulent purpose, we may share your information with any government or regulatory authority, financial institution, or law enforcement agency we deem necessary to fulfill our obligations to comply with applicable laws.

5.5 Support. You should contact the NMI client who provides you access to your Money Movement Account and the NMI-Enabled Services with any requests or questions related to your Money Movement Account. If you cannot obtain adequate assistance from such NMI client, you may contact NMI at support@dwolla.com.

5.6 Terminating Your Money Movement Account. If you desire to terminate your Money Movement Account, please contact the NMI client who provides you access to your Money Movement Account to request they close your Money Movement Account and to be sure that you have met all requirements for account termination. You may also contact support@dwolla.com, but you agree and acknowledge that NMI cannot close any account you have created with the NMI client directly or to resolve any dispute you may have with the NMI client. If your Money Movement Account is eligible to hold a balance, you must provide instructions as to where to transfer that balance, if any, prior to closing your Money Movement Account.

5.7 Dormant Money Movement Accounts. If your Money Movement Account is terminated or deactivated by you, by NMI, or as a result of the termination of expiration of the NMI client’s agreement with NMI, and you fail to provide instructions for any remaining Money Movement Balance, you authorize the return of your remaining Money Movement Balance to your Linked Payment Account or to you by other reasonable means. If we are unable to return your Money Movement Balance to you, our Financial Institution Partners may be required by law to deem the funds to be abandoned after a certain period of inactivity (a “Dormant Money Movement Account“). Where required by law, we will attempt to notify you if we believe your account is a Dormant Money Movement Account. If you do not respond to such attempts to notify you by providing instructions as to how to handle your remaining Money Movement Balance, our Financial Institution Partners will deliver them to the appropriate government authority. If we do not have sufficient information from you to determine your state of residence, we will deliver your Money Movement Balance to the Iowa Treasurer of State.

6. Payment Method Specific Terms.

6.1 ACH Payments. You agree that you will provide us sufficient information to satisfy the requirements of the Nacha Operating Rules to create instructions to make or receive a payment in the automated clearinghouse (“ACH“) network. NMI has established cutoff times for receipt of payment instructions and you understand that NMI cannot and does not guarantee any specific time in which ACH transactions initiated through your Money Movement Account will be completed. For questions regarding any specific transaction or its anticipated timing, please contact the NMI client who provides you access to your Money Movement Account or the NMI-Enabled Services.

6.2 Instant Payments. If the NMI client who provides you access to your Money Movement Account or the NMI-Enabled Services offers instant payments as an eligible payment method, the following terms apply. Instant payments may be processed through the RTP® network operated by The Clearing House (“RTP“) and/or the FedNow® Service operated by the Federal Reserve Banks (“FedNow“), and the rail used for any given transaction may be determined by NMI or our Financial Institution Partners. The terms below apply to each such transaction based on the rail used.

(a) Real-time payments. The following terms apply to any transaction processed through the RTP network. RTP transfers are made by our Financial Institution Partners. By submitting a payment instruction that is processed as a RTP transaction, you agree that we may share your information with our Financial Institution Partners and that you have read and you accept Veridian Credit Union’s Notice of Your Financial Privacy Rights, available at https://www.veridiancu.org/webres/File/privacy-policy.pdf. You shall transmit to NMI all information necessary to effectuate payment in accordance with the RTP Rules established by The Clearing House. You represent and warrant that (i) each RTP instruction you submit is made in accordance with the RTP Rules; (ii) as sender of such RTP transaction, you authorize our Financial Institution Partners to initiate such payment and to debit your Linked Payment Account and send a credit to the receiver’s account in the amount set out in your instruction; (iii) your RTP transaction is initiated in connection with a separate agreement with the receiver; and (iv) such RTP transaction does not violate applicable law. You agree that you shall enter into an agreement with each of the receivers prior to sending NMI an RTP transaction in which they authorize you to send such RTP transaction. Further, you agree that you waive, release, and discharge all rights or claims against our Financial Institution Partners in connection with the RTP services. You agree to retain records related to your RTP transactions for 7 years following the date you send such RTP instruction to NMI and to provide such data to NMI upon request. Without limiting the generality of the foregoing, you may not send RTP transactions (y) that exceed the limits provided for in the RTP Rules or any other applicable transaction limits expressly imposed on your Money Movement Account or (z) to any account not located within the United States.

(b) The following terms apply to any transaction processed through the FedNow Service. FedNow is a service for instant payments built by the Federal Reserve. Instant payments refers to, according to the Federal Reserve, the ability for consumers and businesses to send and receive funds from their accounts at financial institutions in real time, any time of day, any day of the year, with immediate funds (within a matter of seconds) availability to receivers. FedNow transfers are made by our Financial Institution Partners. By submitting a payment instruction that is processed as a FedNow transaction, you agree that we may share your information with our Financial Institution Partners and that you have read and you accept Veridian Credit Union’s Notice of Your Financial Privacy Rights, available at https://www.veridiancu.org/webres/File/privacy-policy.pdf. You shall transmit to NMI all information necessary to effectuate payment in accordance with all current operational rules, policies, procedures, regulations, agreements, manuals, messaging standards, bulletins, notices and similar documents or other standards of the FedNow Service issued or established by the Board of Governors of the Federal Reserve System or any Federal Reserve Bank to the extent applicable to the FedNow Service and including by way of example only, the FedNow Operating Circular 8 and the FedNow Service Operating Procedures (collectively, the “FedNow Rules“). You represent and warrant that (i) each FedNow instruction you submit is made in accordance with the FedNow Rules; (ii) as the sender of such FedNow transaction, you authorize our Financial Institution Partners to submit such payment to the FedNow Service, debit your Linked Payment Account and send a credit to the receiver’s account in the amount set out in your instruction payment message; (iii) your FedNow transaction is initiated in connection with a separate agreement with the receiver; and (iv) such FedNow transaction does not violate applicable law. You agree that you shall enter into an agreement with each of the receivers prior to sending NMI a FedNow transaction in which they authorize you to send such FedNow transaction. Further, you agree that you waive, release, and discharge all rights or claims against our Financial Institution Partners in connection with the FedNow services. You agree to retain records related to your FedNow transactions for 7 years following the date you send such FedNow instruction to NMI and to provide such data to NMI upon request. Without limiting the generality of the foregoing, you may not send FedNow transactions (y) that exceed the limits provided for in the FedNow Rules or any other applicable transaction limits expressly imposed on your Money Movement Account or (z) to any account not located within the United States.

6. No Endorsement.

NMI does not endorse, guarantee, or sponsor any of the NMI clients who provide you with the NMI-Enabled Services. We are not responsible for the provision or failure to provide any services or goods by the NMI client or any other act or omission of such NMI client. Your relationship with such NMI client is governed by the terms of the agreements you enter into directly for the NMI client’s services.

8. Unauthorized Transactions and Error Resolution.

8.1 Notification of Money Movement Account Errors. Contact NMI immediately at compliance@dwolla.com or 1-888-289-8744 if you believe that (i) your Money Movement Account has been accessed without your authorization; (ii) a transaction has occurred that you did not authorize; (iii) a transaction has been processed incorrectly to or from your Money Movement Account or your Linked Payment Account; or (iv) your Money Movement Account transaction history made available to you by the NMI client providing the NMI-Enabled Services contains an error (each, an “Error“). For clarity, if you give a third party access to your Money Movement Account and that person conducts transactions you did not anticipate, these transactions are not Errors. You must notify us within sixty (60) days after the Error first appeared in your transaction history.

8.2 Required Information for Notice. When you notify us of the Error, you must provide: (i) Your name and the name of the NMI client who provides you with access to your Money Movement Account; (ii) the nature of the suspected Error and why you believe it is an Error; and (iii) the dollar amount of the Error. If you notify us by phone, you must provide this information in an email within ten (10) business days.

8.3 Investigation of Errors. We will determine whether an Error occurred within ten (10) business days after you notify us and provide all required information in Section 8.2. If we need more time, we may take up to 45 days to investigate but we will credit your Money Movement Account within ten (10) business days for the amount of the suspected error. For Errors involving new Money Movement Accounts, we may take up to 90 days to investigate and may take up to 20 business days to credit your Money Movement Account. We will tell you the results of our investigation within 3 business days after completing our investigation. If we determine there was no Error, we will provide you a written explanation. You may ask for copies of the documents that we used in our investigation.

9. Your Liability and Actions We May Take.

9.1 Your Liability. You are responsible for all reversed or failed transactions, fees, claims, fines, penalties, and other liabilities incurred by NMI, our Financial Institution Partners, or other NMI customers arising from your use of your Money Movement Account or the NMI-Enabled Services or any breach of this TOS. Without limiting the foregoing, you agree to reimburse NMI or our Financial Institution Partners for any liability relating to a transaction that: (i) is reversed in accordance with NMI or its Financial Institution Partners’ risk management policies; (ii) is reversed in accordance with applicable laws, including without limitation, by ACH return (as that term is defined under the Nacha Rules), (iii) fails due to your error; (iv) fails due to the provision of inaccurate information; or (v) is cancelled or rejected by you or the recipient or sender, or your or their bank or credit union (each, a “Reversal“).

9.2 Actions We May Take. To recover any amounts lost due to a Reversal, you authorize NMI to debit your Money Movement Account or your Linked Payment Account for such amount. Additionally, at NMI’s option, NMI may suspend your Money Movement Account or engage in collection activities. For all other liabilities or if NMI determines, in our sole discretion, that you have breached this TOS or that your Money Movement Account or use of the NMI-Enabled Services presents a risk or other threat to NMI, NMI’s clients, or the Money Movement Platform, or if we are unable to verify your identity, we may take any of the following actions (without limiting or foregoing any other remedies available to us under the law or the terms of this TOS):

  • Suspending your access to your Money Movement Account or the NMI-Enabled Services;
  • Suspending your access to your funds held in a Money Movement Balance for up to 90 days;
  • Closing your Money Movement Account;
  • Contacting the NMI client providing you access to your Money Movement Account and NMI-Enabled Services to notify them of your activity, contacting your bank or credit union, contacting law enforcement or other third parties impacted by your activities; and
  • Taking legal action against you.

10. Consent to Receive Electronic Communications.

10.1 Communications. By opening a Money Movement Account and using the NMI-Enabled Services, you consent to receive all communications, terms, disclosures, notices, and statements (“Communications“) from NMI electronically and you confirm that you can access, receive and retain such Communications. NMI will provide Communications by posting them on dwolla.com or by emailing them to you at the email address you provided when opening or updating your Money Movement Account.

10.2 Tax Communications. In certain circumstances, NMI may be required to issue a tax form to you as a Money Movement Account holder. You consent to receive such tax forms and all communications related to such filings (the “Tax Communications“) electronically for so long as you maintain your Money Movement Account and through the tax filing period immediately following, unless you notify us that you have withdrawn consent in accordance with Section 10.5 below. It is your responsibility to maintain a current email address associated with your account, which can be updated by contacting the NMI client providing the NMI-Enabled Services to you.

10.3 Receipt of Notices. A Communication to you will be deemed to have been received twenty-four hours after we have posted it to our website or emailed it to you.

10.4 Delivery Requirements. In order to access and retain our Communications you will need: a computer or mobile device that is Internet-enabled, a valid email address, Internet connectivity, and a web browser which includes 128-bit encryption, with cookies and javascript enabled.

10.5 Withdrawing Consent. You may withdraw your consent to receive Communications electronically by contacting us at support@dwolla.com or 1-888-289-8744. Because the nature of the NMI-Enabled Services requires delivery of Communications electronically, we will close your Money Movement Account upon receipt of notice of your intent to withdraw such consent. If you withdraw such consent specifically with regard to Tax Communications, NMI will provide you a paper copy of your tax forms at the mailing address you provide to us or the NMI client providing you with access to the NMI-enabled services.

11. Intellectual Property.

NMI is the owner of all rights, interest, and title in and to the intellectual property in the Money Movement Platform and any NMI documentation (including without limitation any patents, copyrights, rights of publicity, trademarks, logos, designs, trade dress, and trade secrets). All rights in the NMI intellectual property not expressly granted to you in this TOS are reserved. You shall not and shall not allow any third party to use your Money Movement Account and the NMI-Enabled Services to: (i) claim or register any NMI intellectual property on your behalf or on behalf of others; (ii) import or export any portion of the Money Movement Platform to a person or country in violation of export control laws; (iii) copy, reproduce, post, transmit, resell or distribute the NMI-Enabled Services or any content or data obtained through the NMI-Enabled Services or our website; (iv) access or attempt to access non-public NMI information; (v) hack or develop workarounds to any technical limitations placed on your Money Movement Account by NMI or NMI’s client; (vi) reverse engineer the Money Movement Platform or any component of the NMI-Enabled Services; (vii) engage in any activity that would interfere with or affect NMI’s ability to provide the Money Movement Platform or the NMI-Enabled Services, including sending an unreasonably large number of requests in quick succession to the Money Movement Platform; or (viii) attempt any of the foregoing.

12. Termination.

12.1 By You. You may stop using your Money Movement Account at any time. You may terminate this TOS by notifying NMI that you intend to close your Money Movement Account or by terminating your relationship with the NMI client who provides you access to your Money Movement Account and the NMI-Enabled Services.

12.2 By NMI. We may close your Money Movement Account or terminate your access to the NMI-Enabled Services without liability, for any reason, upon notice to you. NMI reserves the right to modify or terminate the Money Movement Platform at any time, for any reason.

13. Disputes with NMI.

13.1 Binding Arbitration. You, NMI, and our Financial Institution Partners (the “Parties“) agree that any past, present, or future dispute, claim or controversy relating in any way to your Money Movement Account or use of the NMI-Enabled Services, or any other relationship or transaction between you and us, will be resolved by binding arbitration as discussed below, and not through litigation in any court. Such disputes are called “Claims” for purposes of this TOS. This binding agreement to arbitrate applies regardless of whether the dispute is between you and us jointly or separately. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Before initiating arbitration, you and we must first comply with Section 13.3. The arbitration shall be conducted by a single neutral arbitrator acting under the administration of United States Arbitration and Mediation, MidWest, Inc., and in accordance with the then-applicable United States Arbitration and Mediation Rules of Arbitration. If United States Arbitration and Mediation, MidWest, Inc. is unavailable or declines to administer an arbitration, the arbitration will be administered by the American Arbitration Association in accordance with its then-applicable Consumer Arbitration Rules. Unless the Parties agree otherwise, or unless the arbitration administrator’s rules or law require otherwise, the arbitration shall be held in the county in which you reside or, at your or our election, by videoconference or telephone. The arbitrator will decide the Claim in accordance with all applicable law, including recognized principles of equity and statutes of limitations, and will honor all privileges recognized by law. The arbitrator will have the authority to award to a Party any damages or relief provided for under applicable law. The arbitrator’s decision shall be final and legally binding, and may be enforced by any court having jurisdiction. If you elect to proceed with respect any Claim by an individual action in a small claims court, or its equivalent, instead of arbitration, we will not object, however, any such action shall be taken in small claims court in Delaware. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request and provided you have complied with Section 13.3, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If you consider that you are unable to afford any fees or costs that would be yours to pay, you may request that we pay or reimburse them, and we will consider your request in good faith. ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS.

13.2 Class Waiver; Waiver of Trial by Jury. To the fullest extent permitted by law, the Parties agree that no class actions or similar process, and no joinder or consolidation of any Claim with a Claim of any other person or entity, shall be allowable. In arbitration, the arbitrator shall have no authority to entertain any Claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a Claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. In the event that any dispute proceeds in court, each party irrevocably waives any right to trial by jury in any proceeding with regard to any Claim.

13.3 Informal Dispute Resolution. Before filing a Claim in arbitration, the Party asserting the Claim must send the other an individualized written notice describing the Claim, the relief sought, and the facts supporting it. Notice to us must be sent to legal@dwolla.com and must be personally signed by you. Notice to you will be sent to the email or mailing address associated with your Money Movement Account. For sixty (60) days after a notice is received, the Parties shall attempt in good faith to resolve the Claim, including through an individualized telephone or videoconference discussion if either Party requests one. A Claim may be filed in arbitration only after this period ends without resolution. All applicable statutes of limitations are tolled while this Section 13.3 is being followed.

13.4 Coordinated Claims. If twenty-five (25) or more Claims of a substantially similar nature are asserted against us by the same or coordinated counsel or Parties, the Claims shall be administered in staged proceedings: the Parties shall each select up to twenty-five (25) Claims to be filed and resolved first, and no other Claims may be filed until those are resolved. This process shall repeat in successive stages. Statutes of limitations are tolled for Claims awaiting filing under this Section. Nothing in this Section prevents you from proceeding in small claims court, or from opting out under Section 13.5. If a court determines this Section is unenforceable as to a Claim, that Claim shall proceed in a court of competent jurisdiction rather than in arbitration.

13.5 Your Right to Opt Out. You may reject this Section 13 (Disputes) by sending written notice to legal@dwolla.com within thirty (30) days after you first accept this TOS, stating your name, the NMI client through which you access your Money Movement Account, and your intent to opt out of arbitration. Opting out will not affect any other provision of this TOS and will not result in any penalty or change to your Money Movement Account.

13.6 Changes to this Section. Notwithstanding anything to the contrary in this TOS, changes to this Section 13 will not apply to any Claim of which either Party had written notice before the effective date of the change.

14. General.

14.1 Indemnity. You agree to defend, indemnify and hold harmless NMI, our Financial Institution Partners, and our and their respective officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of this TOS or any other applicable terms or policies of NMI or our Financial Institution Partners; (b) your use of your Money Movement Account or the NMI-Enabled Services; (c) your negligence or willful misconduct; and/or (d) your actual or alleged violation of any third party rights, or any applicable Laws.

14.2 Limitation of Liability. IN NO EVENT SHALL NMI, OUR FINANCIAL INSTITUTION PARTNERS, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THIS TOS, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE MONEY MOVEMENT SERVICES, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE MONEY MOVEMENT SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER NMI OR OUR FINANCIAL INSTITUTION PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NMI OR OUR FINANCIAL INSTITUTION PARTNERS’ LIABILITY AND THE LIABILITY OF OURS AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS EXCEED THE GREATER OF (A) THE FEES NMI HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE MONEY MOVEMENT SERVICES AND (B) $200. NMI AND OUR FINANCIAL INSTITUTION PARTNER SHALL NOT BE JOINTLY LIABLE FOR ANY MATTERS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14.3 No Warranty. YOUR MONEY MOVEMENT ACCOUNT AND THE MONEY MOVEMENT-ENABLED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE MONEY MOVEMENT SERVICES IS AT YOUR OWN RISK. NMI, OUR FINANCIAL INSTITUTION PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER NMI NOR OUR FINANCIAL INSTITUTION PARTNERS HAS CONTROL OF, OR LIABILITY FOR, ANY ACTS OR OMISSIONS OF OR SERVICES OR GOODS OFFERED BY THE NMI CLIENT WHO PROVIDES YOU ACCESS TO YOUR MONEY MOVEMENT ACCOUNT. NEITHER NMI NOR OUR FINANCIAL INSTITUTION PARTNERS REPRESENTS OR WARRANTS THAT YOUR MONEY MOVEMENT ACCOUNT OR THE MONEY MOVEMENT-ENABLED SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NMI WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER NMI NOR OUR FINANCIAL INSTITUTION PARTNERS SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14.4 Force majeure. You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, NMI may suspend your Money Movement Account and the NMI-Enabled Services and our Financial Institution Partner may suspend service and access to funds in a holding account.

14.5 Assignment. You may not transfer or assign any rights or obligations you have under this TOS. NMI and our Financial Institution Partners reserve the right to transfer or assign any rights or obligations under this TOS at any time.

14.6 Governing Law. You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, govern this TOS and any claim or dispute that has arisen or may arise between the Parties.

14.7 Complete Agreement; No Waiver; Survival. This TOS, along with any applicable terms and policies of NMI or our Financial Institution Partners, set forth the entire understanding between the Parties with respect to your Money Movement Account and the NMI-Enabled Services. Any failure of NMI or our Financial Institution Partners to enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. Any provision of this TOS held to be invalid or unenforceable under applicable law shall be struck, and the remaining provisions will continue in full force and effect. Sections 9 (Your Liability and Actions We May Take), 10 (Consent to Receive Electronic Communications), 11 (Intellectual Property), 13 (Disputes with NMI), and 14 (General), as well as any other terms which by their nature should survive, will survive the termination of this TOS.

14.8 Order of Precedence. If this TOS conflicts with any agreement between you and the NMI client that provides you access to your Money Movement Account or the NMI-Enabled Services, this TOS shall control with respect to your Money Movement Account and the NMI-Enabled Services, solely to the extent of the conflict.