Get started for free
Last Updated: September 30, 2024
THESE TERMS OF SERVICE ("Agreement") CONSTITUTE A BINDING CONTRACT BETWEEN ANCHORGROUP, INC. ("Anchor") ANDTHE PARTY THAT USES THE SERVICE ("User"or “you”), INCLUDING PURSUANT TO AN INVITATION FROM ANOTHER USER OF THE SERVICE.
BY SUBSCRIBING TO THE SERVICE, OR BY OTHERWISE ACCESSING OR USING THE SERVICE, USER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE, THE "Effective Date"): (a) THISAGREEMENT, AND (b) OTHER SUPPLEMENTAL TERMS, SCHEDULES AND POLICIES REFERENCEDHEREIN, WHICH ARE STATED TO BE INCORPORATED INTO THIS AGREEMENT BY REFERENCE, INCLUDING THE PRIVACY POLICY (DEFINED BELOW). IF USER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF ITS EMPLOYER OR OTHER ENTITY, USER HEREBY REPRESENTS AND WARRANTS THAT IT HAS FULL AUTHORITY TO BIND SAID ENTITY TO THIS AGREEMENT.
IF USER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, THE USER IS NOT AUTHORIZED TO USE THE SERVICE.
ANCHOR RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE THE TERMS OF THIS AGREEMENT AT ANY TIME. SUCH CHANGE WILL BE EFFECTIVE FIVE (5) DAYS FOLLOWING POSTING OF THE REVISED TERMS ON THE SITE, ANDUSER'S CONTINUED USE OF THE SERVICE THEREAFTER MEANS THAT USER ACCEPTS THOSE CHANGES. IF THERE ARE ANY SIGNIFICANT CHANGES TO THIS AGREEMENT THAT MATERIALLY AFFECT OUR RELATIONSHIP WITH THE USER, ANCHOR WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY USER BY POSTING A NOTICE WHEN USER LOGS IN TO THE SERVICE.
1. DEFINITIONS.
Capitalized terms not otherwise defined in this Agreement shallhave the meanings provided in the Rules (as defined below), as amended fromtime to time. The following capitalized terms used in this Agreement shall havethe following meanings:
"Affiliate"means, with respect to either party, any person, organization or entitycontrolling, controlled by, or under common control with, such party, where"control" means the possession, directly or indirectly, of the powerto direct or cause the direction of the management and policies of such person,organization or entity, whether through the ownership of voting securities orby contract or otherwise.
"Content"means any text, data, information, files, images, graphics or other materials.
"User Content"means any Content created by a User by using Anchor services, inputted oruploaded to the Service, or transmitted through the Service, by or on behalf ofa User.
"Documentation"means any user guide for the Service that Anchor provides or makes available toUser.
“Enabled Payment Services”means the Services ACH or other payment enabled for the Sponsored Account, asagreed upon in writing between the Parties pursuant to proposal of theAgreement.
"IntellectualProperty" means any and all inventions, invention disclosures,discoveries, improvements, works of authorship, technical information, data,databases, know-how, show-how, designs, ideas, drawings, logos, utility models,topography and semiconductor mask works, specifications, formulas, methods,techniques, processes, software (including object code, source code, APIs, andnon-literal aspects), algorithms, architecture, records, documentation, andother similar intellectual property or technology, in any format and media,anywhere in the world.
"IntellectualProperty Rights" means any and all rights, titles, and interests inand to Intellectual Property (under any jurisdiction or treaty, whetherprotectable or not, and whether registered or unregistered) and includeswithout limitation patents, copyright and similar authorship rights, personalrights (such as Moral Rights, rights of privacy, and publicity rights),architectural, building and location (and similar geography-based) rights, maskwork rights, trade secret and similar confidentiality rights, design rights,industrial property rights, trademark, trade name, trade dress and similarbranding rights, as well as: (a) all applications, registrations, renewals,extensions, continuations, continuations-in-part, divisions or reissues of theforegoing rights; and (b) all goodwill associated with the foregoing rights.
"Moral Rights"means any rights of paternity or integrity, or any right to claim authorship ofa work, to object to any distortion, mutilation or other modification of, orother derogatory action in relation to, any work, whether or not such would beprejudicial to the honor or reputation of the creator of the work, and anysimilar right, existing under judicial or statutory Law of any jurisdiction, orunder any treaty.
“NACHA” means theNational Automated Clearinghouse Association.
“OnlineAgreement” means an online agreement duly executed by a User with anotherUser through the Service, to regulate a vendor - client relationship.
“Rules” means theNACHA Operating Rules and Guidelines, as they may be amended from time to time.
"Subscription Form" means theonline web form submitted by a User when registering to the Service.
“Sponsored Account” means the deposit or settlement omnibus accountestablished at Third Party Service Providers for the benefit of Anchor’susers.
“Subledger” means a subledger of the Sponsored Account. A subledgeris not a deposit account or other account product; rather, it is a uniquenumerical identifier, reflected on the Service provider’s core processingsystem used for ledgering. A subledger does not evidence or result in a formalbanking relationship between Service provider and You.
“Payment Order” means an order or request for the transfer toor withdrawal from the account of another financial institution by means of anEnabled Service. For the avoidance of doubt, Payment Orders include Entries.
"Privacy Policy" means Anchor'sthen-current privacy policy available at https://www.sayanchor.com/privacy-policy
"Proposal" refers to an OnlineAgreement entered and sent by one User to another User for review andsignature.
"Service"means Anchor's proprietary software-as-a-service platform for online legal,financial or billing services and other related updates, services and Support,including all websites, mobile apps and other Intellectual Property, that allowUser to create Proposals, send invoices, receive payments from other Users, andadditional services that are added from time to time.
“Third-Party ServiceProvider” means Anchor’s third party vendors and services providers.
2. SUBSCRIPTION RIGHTSAND RESTRICTIONS.
2.1.
Account. In order to access theService, the User will be required to register for an account by submitting theinformation requested in the applicable web form or interface ("Account"). User must provideaccurate and complete information about itself. User hereby agrees: (a) not toallow anyone other than itself to access or use the Account, not to create anAccount for any third party and not to use the account of any third party withouttheir permission; (b) to provide accurate and complete Account and logininformation; (c) to remain solely responsible and liable for the activity thatoccurs in connection with the Account; (d) to keep the Account password secure;and (e) to notify Anchor immediately of any breach of security or unauthorizeduse of the Account. If User registers an Account on behalf of its employer oranother entity, User may be required to provide Anchor with contact informationof at least one other person from such entity. User acknowledges and agreesthat Anchor may provide access to the relevant contact to such Account.
2.2.
Subscription. Subject to the termsand conditions of this Agreement, Anchor grants User a limited, non-exclusive,non-assignable, non-transferable, non-sublicensable right, during the Term(defined below), to access and use the Service solely for User's internal end-usepurposes (collectively, the "Subscription").
The Subscription shall be subject to whatever other limitationsor conditions (such as regarding features, volume, duration, or location) arespecified in the Service. Use of the Service must be in accordance with theDocumentation.
2.3.
Free Trial. Anchor may (but shallnot be obligated to) offer a free trial period (if offered, the default periodshall be thirty (30) days, unless configured otherwise by Anchor) (“Free Trial” and "Free Trial Period") prior tocharging the Fees. The Free Trial, if any, shall commence on the date that Usercommences access or use of the Service, and will terminate at the end of theFree Trial Period, or sooner if: (a) User begins paying the applicable Fees,(b) User requests to cancel the Subscription, or (c) the Free Trial isterminated by Anchor, in its sole discretion. Upon expiration of the FreeTrial, and unless User has cancelled the Subscription, the Fees shall becomeimmediately due and payable (and if no payment or billing information has beenprovided, User shall, and may be required to, provide such information). FreeTrials are permitted solely for User to determine whether to proceed to a paidSubscription. Free Trials may not include all features. NOTWITHSTANDINGANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANCHOR AND ANCHOR AFFILIATES WILLHAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES WITHRESPECT TO FREE TRIALS, AND ANCHOR HAS THE RIGHT TO TERMINATE A FREE TRIAL ATANY TIME AND FOR ANY REASON.
2.4.
Restrictions. User shall not do (orpermit or encourage to be done) any of the following (in whole or in part): (a)copy, distribute, broadcast, rent, lease, lend, use for timesharing orservice-bureau services, export, modify, adapt, translate, enhance, customize orotherwise create derivative works of, the Service or any part thereof; (b)reverse engineer, decompile, disassemble, or otherwise attempt to derive thesource code of, the software or platform, or any part of the Service; (c)remove or distort any proprietary notices, labels or legends on or in theService; (d) use any automated means to access or use the Service, norcircumvent or disable any security or technological features of the Service;(e) use, send, upload, post, transmit or introduce any device, code, routine orother item (including without limitation bots, viruses, worms, and Trojanhorses) that interferes (or attempts to interfere) with the operation orintegrity of the Service, nor any content that is unlawful, infringing, defamatory,deceptive, obscene fraudulent, harassing, pornographic, or abusive; (f) use theService to design or develop any competing product or service that competeswith the Service; (g) use the Service for any unlawful or fraudulent purpose,to breach this Agreement, or infringe or misappropriate any third partyintellectual property, privacy, or publicity right; (h) take any action thatimposes or may impose, as determined in Anchor’s sole discretion, adisproportionately large load of incoming requests on the Serviceinfrastructure; (i) violate or abuse password protections governing access tothe Service; (j) use or direct the Service to interact with IPs or devices forwhich User is not expressly authorized to do so; or (k) use the Servicedirectly or indirectly to initiate, propagate, participate, direct or attemptany attack, hack, or send bandwidth saturation, malicious or potentiallydamaging network messages to any device.
Reservation of Rights. For the avoidance ofdoubt, the Service (including any copies thereof) are only licensed hereunder,and no title in or to the Service (or such copies) passes to User. Any rightsnot expressly granted herein are hereby reserved by Anchor and its licensors.
2.5.
Delivery. The Service will bedelivered electronically. Unless specified otherwise, the Service shall bedeemed accepted upon delivery. User hereby agrees to receive electronically allcommunications, agreements, documents, payment and general notices and disclosures(collectively, "Communications")that Anchor provides in connection with the Services. Communications mayinclude transaction receipts or confirmations; tax statements; paymentnotifications; and any other relevant communications. Communications areconsidered received by User within twenty-four (24) hours of the time they areemailed to User or posted on Anchor's Service.
2.6.
Data Backup. The Service is notintended to, and will not, operate as a data storage or archiving product orservice, and User agrees not to rely on the Service for the storage of any UserContent whatsoever. User is solely responsible and liable for the maintenanceand backup of all User Content.
2.7
Obligations.
Subledger Records. Anchor may establishSubledgers for You, via a request to its Third Party Service Providers,provided that You have signed this Agreement and provided sufficientinformation as we or Service Provider may require. For Subledgers, You agree tomaintain account records with us sufficient for us to indicate your ownershipinterests in the funds held in the Sponsored Account and/or reflected inSubledgers at any time, as required by 12 CFR § 330.5(b) in order for yourfunds to be eligible for pass through deposit insurance coverage.
You acknowledge and agree that Anchor’s Third Party Service Providersdo not maintain a separate origination agreement with any User with regard toany Payment Orders that Anchor transmits to its service provider. Anchor mayonly submit Payment Orders on behalf of Users that have signed this Agreement.
(a) You agree to be bound byLaw.
(b) You hereby authorizeAnchor and its Third Party Service Provider to process Payment Orders for theEnabled Payment Services;
(c) You will not originate Payment Orders (i) inviolation of applicable law; and (ii) on behalf of, or for the benefit of, anyentity other than You;
(d) You will not use thePayment Services to send funds to or receive funds from business entitiesengaged in any business identified in Schedule A to the Agreement;
(e) You will implementcommercially reasonable measures consistent with generally accepted practices(and in compliance with this Agreement) to safeguard protected information andother records of Payment Orders, source documents, or authorizations no less stringentthan those contained in this Agreement and you will be liable towards Anchorand its service provider for the failure to comply with such obligations;
(f) You will allow Anchorand its service provider to conduct audits of You and any Payment Orders,including to audit your compliance with applicable law and this Agreement;
(g) You shall timely notifyAnchor of any changes to information provided by You to Anchor.
(h) Anchor and/or its ThirdParty Service Providers may refuse to process a Payment Order for You;
(i) You hereby instruct andauthorize Anchor to act as Your agent for the limited purpose of entering intoan agreement with service provider on your behalf to sweep Your deposits heldat service provider to other depository institutions (“Network Institutions”).In addition, You acknowledge and agree that: (a) Anchor’s service provider willact as Your and/or Anchor’s agent and custodian for the limited purpose ofestablishing and maintaining deposits at Network Institutions, (b) You willhave no direct relationship with Anchor’s service provider or the NetworkInstitutions, and (c) information about Your cash balances may be obtained fromAnchor and not Anchor’s service provider or the Network Institutions;
In addition, with respect to the Enabled Payment Services:
(j) You hereby assume theresponsibilities of an Originator under the Rules and to be bound by the Rulesand Law;
(k) You shall require toreceive and maintain proper authorization from the receiver of each Entrytransmitted on Your behalf by Anchor to Anchor’s service provider pursuant tothis Agreement;
(l) You shall Allow Anchorand Anchor’s Service provider to conduct audits of the You and any Entry,including to audit your compliance with the Rules;
(m) You shall notify Anchor of any changes toinformation provided to service provider for NACHA registration purposes;
(n) You hereby acknowledgethat You have a copy of or access to a current version of the Rules.
(o) When You transmittransactions through Anchor or its Third Party Service Provider, You representsand warrants you shall fully cooperate with Anchor with respect to anyrequested to conduct due diligence sufficient to determine the type, size andfrequency of the transactions that You are originating are normal and expectedfor You, including your type of business, as applicable. Anchor will monitoryour transactions using reasonable commercial standards and promptly notifyservice provider of any suspicious or unusual activity by You. Anchor agrees toreasonably address any suspicious or unusual activity by You, includingrefusing to originate Entries for You.
(p) You and Anchor shallagree on enhanced due diligence procedures to be used prior to onboarding Youin the industries identified in Schedule C (Enhanced Due Diligence). Youacknowledge and agree You shall not submit any Payment Orders for transactionsrelated to the products, services, and industries, without the prior writtenconsent of Anchor. Anchor may update or amend Schedule C upon written notice toYou.
(q) You acknowledge andagree You will not submit any Payment Orders for your engagement in products,services, and industries listed in Schedule A (Prohibited Industries), withoutthe prior written consent of Anchor. Anchor may update or amend Schedule A tothe agreement upon sixty (60) days’ written notice to You, unless a shorternotice period is required to comply with Applicable Law or Rules.
(r) If required, You shallobtain ACH authorization (“AuthorizationAgreement”) as required by the Rules and applicable law from each Receiver.You shall retain (or shall require your Users who obtain such AuthorizationAgreement to retain) the Authorization Agreement in original form while it isin effect and the original or other accurate Record of each authorization fortwo (2) years after termination or revocation of such authorization as statedin the Rules. Upon request, You shall (i) furnish the original or a copy, orother accurate Record of the Authorization Agreement to any affectedParticipating Depository Financial Institution, as defined in the Rules withina reasonable period of time, or (ii) require your User to promptly furnish theoriginal or a copy, or other accurate Record of the Authorization Agreement toAnchor, which Anchor shall subsequently furnish to any affected ParticipatingDepository Financial Institution, as defined in the Rules.
3. USER ACKNOWLEDGMENT
3.1.
Proposal. If you are a Useraccepting a Proposal and/or making a use of the Service, in addition to theother portions of this Agreement that are applicable to you, you acknowledgeand agree to the terms as outlined in this Section 3.1 of this Agreement. Byaccepting a Proposal, executing an Online Agreement, and/or by otherwiseentering your details and using the Service: (i) you agree to pay theapplicable User the price quoted for such User’s services and/or productsoutlined in the Online Agreement; and (ii) you agree to be bound to the OnlineAgreement and any other terms agreed upon between you and the applicable User,that are presented to you upon acceptance, and which are strictly between youand such User. For the avoidance of doubt, Anchor is in no way a party to thelegal relationship or to any agreement (including, without limitation, theOnline Agreement) between Users. Each User (and its affiliates, to the extentapplicable) alone is fully responsible for any and all loss, injuries, damages,claims, liabilities and costs suffered by you, caused in whole or in part bythe other User or any violation of the Online Agreement or any other relatedterms to which the parties have agreed, and Anchor disclaims any responsibilitythereto. By engaging in the services of another User and/or entering into anOnline Agreement, each User expressly releases Anchor, its officers, directors,employees, and agents from any liability, claims, damages, or losses arisingout of or in connection with the Online Agreement, including but not limited toany disputes, breaches, or negligence between the involved Users. Users areadvised to seek independent legal advice before entering into an OnlineAgreement. Anchor does not provide legal advice and cannot be held responsiblefor any consequences resulting from the Online Agreement. For the avoidance ofdoubt, Anchor shall not be considered a party to the Online Agreement, norshall it assume any rights, obligations, or liabilities arising from or relatedto the Online Agreement. Anchor may suggest a basic template or framework forthe Online Agreement to assist Users in their engagement. However, the decisionto use such template or any modifications made thereto shall be at the solediscretion and risk of the relevant Users.
3.2.
Payments Made Throughthe Services. As a User, you may be making, and/or receiving payments of feesto or from other Users (“User Fees”)through the Service. Payment of User Fees may be made via a Third Party Serviceprovider (as defined in Section 15 below) that the applicable User has allowed.Anchor and/or its personnel shall in no way be held responsible for any lossesor damages, direct or indirect, resulting from any error or failure on the partof the Third Party Service Provider.
By making and/or receiving a payment through the Services, youacknowledge and agree that:
3.3
Any payment or other disputes that You may have with anybeneficiary of the Enabled Services, must be resolved between You and Anchor asfollows: You shall pay Anchor immediately. Anchor will automatically pull thepayments from your account. If not successful, Anchor will contact You toreceive the payment. If You will not pay Anchor within 3 days, Anchor willdisconnect You from receiving Anchor services and website. The SponsoredAccount, and any Subledger thereof, shall not be used to resolve disputes, includingbut not limited to disputes related to refunds or between You and a merchant,and Anchor may, in Anchor sole discretion, reject any such transaction andshall have no liability to You or your Users or any third party for Lossesarising from or related to such rejection. You acknowledge that any fees orlosses to Anchor, associated with Disputes of your Users will be passed over toYou.
4. SUPPORT
Anchor (and/or an Anchor Affiliate or subcontractor) will usecommercially reasonable efforts to provide Service-related technical supportvia [email protected].
5. USER CONTENT
5.1.
As between User and Anchor, User is solely responsible and liable for (andagrees to hold harmless and release Anchor and all Anchor Affiliates fromliability arising out of or in connection with) all User Content, Anchor'sprocessing of User Content, all use of User Content (including withoutlimitation use by others), as well as the consequences of inputting, uploading,or transmitting User Content (including without limitation, obtaining anylicenses, permissions, consents, approvals, and authorizations from individualsappearing therein).
5.2.
User hereby represents and warrants that: (a) User Content and/or any otherdata uploaded or used within the Service shall be true and accurate; (b) its User Content does not, and will not,infringe, misappropriate, or violate any third party's Intellectual PropertyRights, privacy rights (or other personal rights), or any Law; (c) its UserContent is not, and will not be, disparaging, libelous, threatening, offensive,harassing, deceptive, abusive or illegal, and does not, and will not, createany risk to a person's safety or health, impersonate another person, compromisenational security, or interfere with an investigation by law enforcement; and(d) it has obtained, and will maintain during and after any termination of thisAgreement, any and all licenses, permissions, consents, approvals, andauthorizations required in connection with User Content. The content, nature,frequency, and quantity of User Content has not been specifically requested orauthorized (and mayor may not be reviewed) by Anchor, and is submitted to theService at User’s sole risk and discretion.
5.3.
User is prohibited from entering any payment information (e.g. cardholder data)into any form or data entry fields in the Service, except into those fieldsintended solely for that purpose (i.e. where the Service explicitly requestssuch data to be entered into such fields). Appropriate fields are clearlymarked with labels such as ‘Card number’ or by having a credit card iconprecede them. For clarity, it is not permissible to store cardholder datainfields with labels such as ‘memo’ or ‘note’. Similarly, excluding paymentforms, User must never enter CVV2 data into any fields in the Service. Userassumes all responsibility for any cardholder data entered into the Service inviolation of this Agreement.
6. PAYMENT
6.1.
Fees. At the conclusion of anyapplicable free trial period for the Services, you will be required to pay theplatform service fees and provide us with your associated personal information.To the extent applicable, User agrees to pay all fees stated in the SubscriptionForm ("Fees"), and inaccordance with the Service's applicable billing cycle ("Billing Cycle") and other payment terms. For informationon the “Fees”, please see our Pricing Page. Your Account will becharged automatically with all applicable fees and taxes.
6.2.
General. Unless expressly statedotherwise in the Subscription Form: (a) all Fees are stated, and are to bepaid, in US Dollars in accordance with Section 5.3 below; (b) all Fees arepayable in advance; (c) all payments under this Agreement are non-refundable, andare without any right of set-off or cancellation; and (d) any amount not paidwhen due will accrue interest on a daily basis until paid in full, at thelesser of the rate of one and a half percent (1.5%) per month and the highestamount permitted by applicable Law. Amounts payable under this Agreement areexclusive of all applicable sales, use, consumption, VAT, GST, and other taxes,duties or governmental charges, except for taxes based upon Anchor's netincome. In the event that User is required by any Law applicable to it towithhold or deduct taxes for any payment under this Agreement, then the amountsdue to Anchor shall be increased by the amount necessary so that Anchorreceives and retains, free from liability for any deduction or withholding, anamount equal to the amount it would have received had User not made any suchwithholding or deduction.
6.3.
Payment Method and Processing.Currently, Anchor only accepts payment via third party payment processingservice. User shall provide Anchor accurate and complete billing information,and agrees to promptly notify Anchor of any changes to the applicable User’sbilling information. User authorizes Anchor (either directly or through thirdparties) to request and collect payment (and otherwise charge, refund or takeany other billing actions) from User on a recurring basis and or one timebasis, including without limitation via Anchor's third party payment provider,and to make any inquiries Anchor deems necessary to validate the applicableUser's designated payment account or financial information, in order to ensureprompt payment. Since payment of Fees may be processed through a third partypayment processing service (which will receive and process User's billinginformation), additional terms may apply to such payments.
6.4.
Modification of the Fees. Anchor, in its solediscretion and at any time, may modify the Fees following publishing a noticeon Anchor's platform or website. Any modifications of Fees will becomeeffective at the time specified in the notice. Anchor will provide users with areasonable prior notice of any change in Fees to give you an opportunity toterminate or change your use of the Service before such modification(s) becomeseffective. Your continued use of the Services after the Fees modification(s)comes into effect constitutes your agreement to pay the modified Fees at themodified rates.
7. OWNERSHIP
7.1.
Service. As between the parties,Anchor is, and shall be, the sole and exclusive owner of all IntellectualProperty Rights in and to: (a) the Service; and (b) any and all improvements,derivative works, modifications, and/or customizations of/to the Service, regardlessof inventorship or authorship. User shall make, and hereby irrevocably makes,all assignments necessary or reasonably requested by Anchor to ensure and/orprovide Anchor the ownership rights set forth in the preceding sentence.
7.2.
User Content. As between theparties, User is, and shall be, the sole and exclusive owner of all UserContent. User hereby grants to Anchor a worldwide, perpetual, royalty free,non-exclusive right and license to collect, use, process, display, analyze copyand store the User Content in order to provide the Services, and administer andmake improvements to the Services.
7.3.
Feedback. In the event that User (orany person on User's behalf) provides any suggestions or similar feedbackregarding the Service or any part thereof ("Feedback"),Anchor shall be entitled, in perpetuity, to use and commercially exploit suchFeedback without any obligation or restriction whatsoever. User hereby waivesany right to the Feedback, including but not limited to, any right forroyalties or any other consideration, and undertake to treat the Feedback asConfidential Information (as defined below) of Anchor.
8. CONFIDENTIALITY
Each party and/or its Affiliates (the "Recipient") may have access to certain non-public orproprietary information and materials of the other party and/or its Affiliates(the "Discloser"),whether intangible or intangible form ("ConfidentialInformation"). Confidential Information shall not include informationand material which: (a) at the time of disclosure by Discloser to Recipienthereunder, was in the public domain; (b) after disclosure by Discloser toRecipient hereunder, becomes part of the public domain through no fault of theRecipient; (c) was rightfully in the Recipient's possession at the time ofdisclosure by the Discloser hereunder, and which is not subject to priorcontinuing obligations of confidentiality; (d) is rightfully disclosed to theRecipient by a third party having the lawful right to do so; or (e)independently developed by the Recipient without use of, or reliance upon,Confidential Information received from the Discloser. The Recipient shall notdisclose the Discloser's Confidential Information to any third party, except toits employees, advisers, agents and investors, subject to substantially similarwritten confidentiality undertakings. For the avoidance of doubt, Anchor, mayshare your Confidential Information with its Third Party Service Providers asrequired to provide the Services and as otherwise set out in this Agreement.Recipient shall take commercially reasonable measures, at a level at least asprotective as those taken to protect its own Confidential Information of likenature, to protect the Discloser's Confidential Information within itspossession or control, from disclosure to a third party. The Recipient shalluse the Discloser's Confidential Information solely for the purposes ofperforming under this Agreement. In the event that Recipient is required todisclose Confidential Information of the Discloser pursuant to any Law,regulation, or governmental or judicial order, the Recipient will (a) promptlynotify Discloser in writing of such Law, regulation or order, (b) reasonablycooperate with Discloser in opposing such disclosure, (c) only disclose to theextent required by such Law, regulation or order (as the case may be). Upontermination of this Agreement, or otherwise upon reasonable written request bythe Discloser, the Recipient shall promptly return to Discloser itsConfidential Information (or if embodied electronically, permanently erase it,and if requested, certify such erasure in a signed writing).
9. DISCLAIMERS
9.1.
THE SERVICE AND ALL OTHER SERVICES AND ITEMS PROVIDED OR MADE AVAILABLE BYANCHOR ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS,WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, ORCONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OFMERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED BY ANCHOR AND ITSLICENSORS;
9.2.
ANCHOR DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITIONREGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, COMPLETENESS, OR QUALITYOFTHE SERVICE OR OTHER SERVICES AND ITEMS PROVIDED OR MADE AVAILABLE BYANCHOR,THAT USER'S USE THEREOF WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, ORREGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONSOR STANDARDS.
9.3.
Each User chooses to use Anchor’s Service, Anchor may facilitate paymentsbetween Users on the applicable User’s behalf, in which case Anchor will usecommercially reasonable efforts to facilitate such payments. To the maximum extent permitted by law: (i)such payments shall be deemed made by applicable User (as applicable) and notby Anchor or the Third Party Service Provider; (ii) Anchor is merely thefacilitator of any such payments as part of the Services, and the obligation topay, and/or any other obligation, requirement or consequence, in relation tosuch payment or the transaction (including the provision of services renderedfor such payments) between Users, resides solely with them; (iii) Users aresolely responsible for their use of the Service, including the monitoring andrecording of any financial transactions, financial data, User Fees and any UserContent, and their accuracy at any time; (iv) each User authorizes Anchor tovary the amount of the User Fees from time to time as may be agreed by theapplicable Users. Anchor will also adjust the amount of the payment uponreceiving applicable User’s instructions; and (v) Anchor bears noresponsibility or liability of any kind in relation to the foregoing,including, without limitation, in relation to tax, anti-money laundering and/orany disputes between Users. As a User receiving User Fees through the Services,you acknowledge and agree that in the event a User disputes a payment of UserFees, Anchor shall play no role in adjudicating the dispute between you andsuch User, and denies any and all responsibility regarding such disputesbetween you and the User. Notwithstanding the foregoing, you acknowledge andagree that Anchor retains the absolute discretion to return paid User Fees to aUser if such User is disputing a payment.
Without limiting the generality of the disclaimers of warrantiesfurther in this Agreement, Anchor and its personnel shall not be responsiblefor any losses or damages, to User resulting from any dispute over User Feesbetween applicable Users, and Anchor disclaims any responsibility thereto.
9.4.
The above disclaimers apply to themaximum extent permitted by applicable Law. If User is a consumer under itsapplicable Law, User may have legal rights in its country of residence whichwould prohibit the above disclaimers from (fully or partially) applying toUser, and, to the extent the above disclaimers are prohibited, then User andAnchor agree that they will not apply to User.
10. LIMITATION OFLIABILITY
10.1.
IN NO EVENT WILL ANCHOR, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS BE LIABLEFOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANYLOSSOF USE, DATA, INACCURACY OF DATA, PAYMENT FAILURE, DOWNTIME, IDENTITYTHEFT, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE ORAVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS,FINES OR OTHER PENALTIES FOR NONCOMPLIANCE ARISING OUT OF OR IN CONNECTION WITHTHIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROMANY CLAIM BASED UPON CONTRACT, WARRANTY, CONFIDENTIAL INFORMATION, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOTANCHOR (AND ITS LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS ORDAMAGE. IN ADDITION, ANCHOR’S TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OFACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OFTHIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO ANCHORBY USER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THECLAIM.
10.2
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANCHOR’S ANDITS SERVICE PROVIDERS’ TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION ANDUNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF PAYMENTORDERS, SHALL NOT EXCEED THE DOLLAR AMOUNT ACTUALLY PAID UNDER THE APPLICABLEPAYMENT ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TOTHE CLAIM.
11. INDEMNIFICATION.
User agrees to defend, indemnify and hold harmless Anchor, itsaffiliates, and its respective officers, directors, employees and agents, andsubcontractors from and against any and all claims (including User's or anythird party claims), damages, obligations, losses, liabilities, costs andexpenses (including but not limited to attorney’s fees) arising from: (i)User's use of, or inability to use, the Services; (ii) User's violation of thisAgreement; and (iii) User's violation of any third party right, includingwithout limitation any copyright, property, or privacy right. Withoutderogating from or excusing User's obligations under this Section, Anchorreserves the right (at User's expense), but is not under any obligation, toassume the exclusive defense and control of any matter which is subject to anindemnification by User if User chooses not to defend or settle it. User agreesnot to settle any matter subject to an indemnification by User without firstobtaining Anchor's express written approval.
12. TERM AND TERMINATION
12.1.
Term. This Agreement commences onthe Effective Date and, unless terminated in accordance herewith, shallcontinue in full force and effect for the applicable Subscription term(the "Term").
12.2.
Termination for Cause. Eachparty may terminate this Agreement immediately upon written notice to the otherparty: (a) if the other party commits a material breach under this Agreementand fails to cure that breach within thirty (30) days after receipt of writtennotice specifying the material breach; and/or (b) if the other party isdeclared bankrupt by a judicial decision, or, in the event an involuntarybankruptcy action is filed against such other party, it has not taken, withinsixty (60) days from service of such action to such party, any possible actionunder applicable law for such filed action to be dismissed. Without derogatingfrom the generality of the foregoing, Anchor may terminate or suspend thisAgreement with immediate effect for any breach by You of applicable Law, of theRules or of this Agreement in a manner that prevents Anchor or its serviceprovider from complying with applicable Law or the Rules.
12.3.
Termination for Convenience. Eachparty may terminate this Agreement for convenience, for cause, or for any otherreason, at any time, via the functionality offered through the Service or by awritten notice, in accordance with this Agreement. In such case, terminationwill take effect at the end of the then-current Billing Cycle (and until thatdate User will still be able to use the Service), and User will not be chargedfor the subsequent Billing Cycle. For the avoidance of doubt, any pre-paid Feeswill not be refunded. If User objects to any provision of this Agreement, orbecomes dissatisfied with the Service in any way, User agrees that its soleremedy, and Anchor's sole obligation liability, is for User to terminate thisAgreement as aforementioned.
12.4.
Consequences of Termination. Terminationof this Agreement shall not affect any rights, remedies, obligations orliabilities that accrued as of the effective date of termination. Upontermination of this Agreement: (i) the Subscription will automaticallyterminate and be deemed revoked, and User will immediately lose all access to,and use of, the Service; (ii) User's Account and related access credentialsshall be terminated, and User shall be responsible for download or backing upany User Content, and Anchor shall not be required (unless required byapplicable Law) to retain any User Content on Anchor's databases and servershosting the Service; and (iii) User shall promptly pay any unpaid amounts thatare outstanding as of termination.
12.5.
Survival. Sections 1(Definitions),6.2 (Payment), 7 (Ownership) through 17 (Miscellaneous) inclusive, as well asany other provision which is intended to survive termination of this Agreement,shall survive termination.
13. PRIVACY.
User hereby warrants and represents that it will (i) provide allappropriate notices, (ii) obtain all required informed consents and/or have anyand all ongoing legal bases, and (iii) comply at all times with any and allapplicable privacy and data protection laws and regulations, for allowingAnchor to use and process the data in accordance with this Agreement(including, without limitation, the provision of such data to Anchor (or accessthereto) and the transfer of such data by Anchor to its Affiliates, subsidiariesand subcontractors), for the provision of the Services and the performance ofthis Agreement. In the event User fails to comply with any data protection orprivacy law or regulation then: (a) to the maximum extent permitted by Law,User shall be solely and fully responsible and liable for any such breach,violation or infringement; and (b) in the event of any claim of any kindrelated to any such breach, violation or infringement, User shall defend, holdharmless and indemnify Anchor and Anchor’s Affiliates (including, withoutlimitation, their employees, officers, directors, subcontractors and agents)from and against any and all losses, penalties, fines, damages, liabilities,settlements, costs and expenses, including reasonable attorneys’ fees.
14. GOVERNING LAW;JURISDICTION AND VENUE.
These Terms shall be governed by the laws of the State ofDelaware, without reference to its conflict of laws rules. The exclusivejurisdiction and venue for all disputes hereunder shall be the courts locatedin Delaware, and each party hereby irrevocably consents to the jurisdiction ofsuch courts. The United Nations Convention on Contracts for the InternationalSale of Goods and the Uniform Computer Information Transaction Act are excludedfrom these Terms. User agrees that any claim it may have against Anchor must bebrought individually and User shall not join such claim with claims of anyother person or entity or bring, join or participate in a class action againstAnchor. Each party irrevocably waives its right to trial of any issue by jury.Except to seek equitable relief, or to otherwise protect or enforce a party'sintellectual property rights or confidentiality obligations, no action,regardless of form, under this agreement may be brought by either party morethan one (1) year after termination of the agreement.
15. THIRD PARTY SOFTWAREAND SERVICE
15.1.
User expressly acknowledges that: (i) the Service may include third partycomponents (“Third Party Software”),which shall be used by User solely in conjunction with the Service, and shallnot be used for any other purpose without the prior written consent of Anchor;(ii) Certain services (including access to online payments, online invoicing,digitization, storage of receipts and other online services related or governedby the use of the Service) ("ThirdParty Service") are provided by financial institutions or other thirdparty service providers, and User may be directed to websites of such ThirdParty Services. User hereby authorizes Anchor and such Third Party Serviceproviders to access its Account or any of its applicable third party accounts onUser's behalf or on behalf of the principal account holder, and retrieve therelevant information for the purpose of performing the Services, which mayinclude aggregation of bank transaction data as well as account verification.
15.2.
User acknowledges that such Third Party Software and Third Party Services arecompletely independent of the Service and Anchor has no control over them. SuchThird Party Service Providers may include payment facilitators. Anchordisclaims all liability in respect of User's use, ability or inability to usethem or any of the content of such services. Anchor may in its sole discretionand without notice to User, discontinue such services which could delay oradversely affect the Services performed by Anchor. The Third Party Software andThird Party Services are provided “As-Is” without any warranty of any kind, andsubject to the license terms attached to such Third Party Software or ThirdParty Services, the provisions of this Agreement shall apply to all Third PartyService Providers, and Third Party Software and Third Party Services as if theywere Anchor and the Service respectively. In the event of any inconsistenciesor conflicting provisions between the Third Party Software licenses or theThird Party Services licenses, on one hand, and the provisions of thisAgreement, on the other hand, the provisions of the Third Party Softwarelicenses or the Third Party Services licenses shall prevail. Anchor is notobligated to review the information provided by User for any purpose, includingbut not limited to accuracy. It is entirely User's responsibility to ensure theaccuracy, completeness and timeliness of any information provided to Anchor orto any Third Party Service providers in connection with any of the Services.
15.3.
If User chooses to synchronize its Account with its accounting software, Userunderstands and agrees that User is solely responsible for the information anddata that User chooses to synchronize and share between the Account and theaccounting software. If User chooses to do so, User is making a determinationthat the accounting software is sufficiently secure to protect its Account.User understands and agrees that such use is subject to the terms of serviceand privacy policy of the software provider.
16. NO LEGAL ADVICE.
Anchor does not provide professional accounting services, legalservices legal opinions, recommendations, referrals, and/or counseling, and theServices do not constitute legal advice under any jurisdiction. User's use ofand reliance upon the services is entirely at User's sole discretion and risk.Anchor is not involved in agreements between User and other parties. ANCHOR,ITS AFFILIATES AND/OR SUBCONTRACTORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, ORSTATUTORY, AS TO THE INFORMATION PROVIDED BY IT OR BY THIRD PARTIES INCONNECTION WITH THE SERVICES PERFORMED BY ANCHOR HEREUNDER. ANCHOR, ITSAFFILIATES AND/OR SUBCONTRACTORS ALSO DISCLAIM ANY RESPONSIBILITY FOR ANYINFORMATION OR REPRESENTATIONS, MADE OR PROVIDED BY USER. ANCHOR, ITSAFFILIATES ANDSUB CONTRACTORS DO NOT INTEND NOR REPRESENT THE PROVISION OFLEGAL ADVICE THROUGH ANY OF ITS SERVICES, WORK OR DOCUMENTATION. USER ISADVISED TO CONSULT SEPARATELY WITH LEGAL ADVISORS, AS USER SEES FIT.
17. MISCELLANEOUS
17.1.
Entire Agreement. This Agreement(and any document or agreement referenced herein) represents the entireagreement between Anchor and User with respect to the subject matter hereof,and supersedes and replaces any and all prior and contemporaneous oral and/orwritten agreements, understandings and statements between User and Anchor withrespect to such subject matter. The Section headings in this Agreement are forconvenience of reading only, and shall not to be used or relied upon forinterpretive purposes.
17.2.
Age Representation. User representsthat it is at least eighteen (18) years old.
17.3.
Anchor Affiliates. At Anchor's solediscretion, any Anchor obligation hereunder may be performed (in whole or inpart), and any Anchor right or remedy may be exercised (in whole or in part),by an Anchor Affiliate. Without limiting the generality of the foregoing,Anchor may assign its right to invoice and receive payments under thisAgreement to an Anchor Affiliate.
17.4.
Assignment. Anchor may assign thisAgreement (or any of its rights and/or obligations hereunder) without User'sconsent, and without notice or obligation to User. This Agreement is personalto User, and User shall not assign (or in any other way transfer) this Agreement(or any of its obligations or rights hereunder) without Anchor's express priorwritten consent. Any prohibited assignment shall be null and void.
17.5.
Severability. If any provision ofthis Agreement is held by a competent court to be invalid or unenforceableunder applicable Law, then such provision shall be excluded from this Agreementand the remainder of this Agreement shall be interpreted as if such provisionwere so excluded and shall be enforceable in accordance with its terms;provided, however, that in such event, this Agreement shall be interpreted soas to give effect, to the greatest extent consistent with and permitted byapplicable Law, to the meaning and intention of the excluded provision asdetermined by such court of competent jurisdiction.
17.6.
Remedies. Except as may be expresslystated otherwise in this Agreement, no right or remedy conferred upon orreserved by any party under this Agreement is intended to be, or shall bedeemed, exclusive of any other right or remedy under this Agreement, at law orin equity, but shall be cumulative of such other rights and remedies.
17.7.
Waiver. No failure or delay on thepart of any party in exercising any right or remedy under this Agreement shalloperate as a waiver thereof, nor shall any single or partial exercise of anysuch right or remedy preclude any other or further exercise thereof or theexercise of any other right or remedy. Any waiver granted hereunder must be inwriting (for waivers by User, emails will be acceptable; for waivers by Anchor,the writing must be duly signed by an authorized representative of Anchor), andshall be valid only in the specific instance in which given.
17.8.
Relationship. The relationship ofthe parties is solely that of independent contractors. Nothing in thisAgreement shall be deemed to create any employment, fiduciary, joint venture,agency or other relationship between the parties.
17.9.
Notices. User agree that Anchor maysend User notices by email, via User's Account, by regular mail, and/or viapostings on or through the functionality of the Service. Except as statedotherwise in this Agreement or required by Law applicable to User, User agreesto send all notices to Anchor, to [email protected]
17.10.
No Third Party Beneficiaries. Exceptas otherwise expressly provided in this Agreement (such as Anchor Affiliates),there shall be no third-party beneficiaries of or under this Agreement.
17.11.
Force Majeure. Anchor shall not beresponsible for any failure to perform any obligation or provide any servicehereunder because of any (a) pandemics or any act of God, (b) war, riot orcivil commotion, (c) governmental acts or directives, strikes, work stoppage,or equipment or facilities shortages, and/or (d) other similar cause beyondAnchor's reasonable control. For the avoidance of doubt, any problems relatingto the hosting of the Service shall not be deemed within Anchor's reasonablecontrol.
17.12.
Language; Electronic Contract. Thelanguage of this Agreement is expressly agreed to be the English language. Byentering into the Agreement, User hereby irrevocably waives to the maximumextent legally permitted, any Law applicable to User requiring that theAgreement be localized to meet User's language (as well as any otherlocalization requirements), or requiring an original (non-electronic) signatureor delivery or retention of non-electronic records. Anchor may be able (but isnot obligated) to provide User with copies of this Agreement on writtenrequest; however, please be sure to print a copy of this Agreement for User'sown records.
17.13.
Modification to Service. Anchorreserves the right, at any time, to: (i) discontinue, change, update or modifythe Service or any aspect or feature thereof, including Third Party Softwareand Third Party Services; (ii) reduce or otherwise modify the storage capacityof the Service; and (iii) remove or limit User's access to any aspect orfeature of the Service, provided that Anchor shall use reasonable efforts toensure such discontinuance, change, update, or modification does not materiallyaffect the quality or performance of the Service licensed to User. User shallnot be entitled to any refund or compensation pursuant to such modifications.
ADDITIONAL TERMS &CONDITIONS FOR SCRATCH CARD WINNING
These terms shall apply to your use of the Anchor scratch cards.Any capitalized terms shall have the meaning defined in the applicable card.
Schedule A
Prohibited Industries
Anchor shall have the ultimate right to approve or deny Serviceprovider in such industries upon review of any enhanced due diligencematerials. Anchor may update this list from time to time in your solediscretion.
● Transactions involvingsanctions targets;
● Direct onboarding oroffboarding of cryptocurrency and cryptocurrency peer-to-peer payments;
● Marijuana-relatedbusinesses;
● Bearer share companies;
● Shell banks;
● Unlicensed orunregistered Money Services Businesses;
● Unlawful InternetGambling Companies as defined in the Unlawful Internet Gambling Act of 2006;
● Payday lenders;
● Missions, embassies andconsulates;
● Adult entertainment andservices businesses;
● Drug trafficking, drugparaphernalia manufacturing, or illicit drug distribution;
● Ponzi schemes, pyramid selling, pump and dump schemes, or other forms of “get rich quick” business models;
● Hate speech or abuse and unlawful discrimination;
● Weapons, ammunition, and firearms trading or manufacturing;
● Counterfeit goods;
● Illegal or criminal activity;
● Gems and mining businesses, precious metals, and commodities; or
● Pseudo-medical and pseudo-pharmaceutical companies.
Schedule B
Electronic Payments Schedule
2.1 Applicable Rules and Law. You agree that allelectronic ACH transactions requested or processed in connection with yourAnchor account or your use of the Service are subject to this Agreement, theOperating Rules of the National Automated Clearing House Association, and allother applicable laws, rules and regulations, which may include UniformCommercial Code Article 4A. For purposes of the NACHA Rules, Anchor is a “Third Party Sender” for Bill PaymentServices.
For purposes of ACH debits and credits, and allelectronic payments made or received through the Service, you agree andrepresent that you:
2.1.1 understand and agree that all paymentsprocessed through the Service are funded by an electronic withdrawal (an “ACH debit”) processed by or on behalfof Anchor through the ACH Network from the bank account of the User makingpayment;
2.1.2 authorize Anchor and its Service providers toinitiate and process ACH debits and credits in accordance with your paymentinstructions and as provided under this Agreement;
2.1.3 agree to be subject to and comply with thisAgreement, the NACHA Rules, and all other applicable laws, rules andregulations as the Originator under the NACHA Rules, and acknowledge that youhave a copy of or access to the NACHA Rules;
2.1.4 will not originate any ACH transactions thatviolate the laws of the United States; and
You agree that Anchor’s ODFI may terminate orsuspend this Agreement (or direct Anchor to terminate or suspend thisAgreement) for breach of the NACHA Rules in a manner that permits the ODFI tocomply with the NACHA Rules. You authorize the ODFI to audit your compliancewith this Electronic Payments Schedule and the NACHA Rules.
2.2 Anchor or its ODFI may reject any ACHtransaction at any time, either with or without cause. You have no right tocancel or amend an ACH transaction after we have initiated it. We may usecommercially reasonable efforts to act on a request by you for cancellation ofan entry prior to transmitting it to the ODFI. We shall have no liability ifany requested cancellations or reversals are not affected.
Debits from Your account designated by you to pay(the” Payment Account”). When you use Anchor to pay a User, you are responsible for the payment amount and agree to fund the payment to Anchor. To fund the payment, you authorize Anchor to process an ACH debit from your Payment Account in the full amount of each payment requested. If there are insufficient funds in the Payment Account to fund the transaction, your transaction may not be processed. If an ACH debit from your Payment Account to fund a payment made by you through the Service is rejected or returned by your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUN TAND AGREE PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO ANCHOR WITHIN 5 BUSINESS DAYS. You agree that we may resubmit a returned or rejected ACH debit to your Payment Account, in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that your PaymentAccount is enabled for ACH debits and agree to reimburse Anchor for all penalties and fees incurred if any funding ACH debit is returned because your Payment account was not properly configured to accept ACH debits. If an ACH debit processed by us from your Payment Account is rejected or returned for any reason, we reserve the right to suspend all payments from your Anchor account, or to terminate your Anchor account, all in our sole discretion.
3.1 Debits from the accounts of Your Users. When you instruct Anchor to get paid by your Users, you represent and warrant to Anchorthat you have all necessary authorizations and approvals from your User forAnchor to originate an ACH debit from the User’s bank account to fund the full amount of each payment requested. You represent and warrant that your User certifies, or you have the authority to certify on behalf of your User, that the User’s bank account is enabled for ACH payments, and you agree to reimburseAnchor for all penalties and fees incurred if any funding ACH debit is returned because the User’s bank account was not properly configured to accept ACHdebits. You represent and warrant that your User agrees, or you have the authority to agree on behalf of your User, that the User will not dispute any ACH debit by Anchor that funds a payment made through the Service. If an ACH debit from a User’s account to fund a payment requested by you through theAccounts Receivable Service is rejected or reversed for any reason, YOU AUTHORIZE ANCHOR TO REVERSE THECORRESPONDING PAYMENT VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE AREINSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TOPAY THE AMOUNT OF THE PAYMENT BACK TO ANCHOR WITHIN TEN (10) BUSINESS DAYS.You represent and warrant that your User agrees, or you have the authority to agree on behalf of your User, that Anchor may resubmit a rejected or reversed funding debit to the User’s account, in Anchor’s sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit, or your breach of this provision.
3.2 Returns and Maintaining Sufficient Funds. When using the Service, you understand and agree that it may take more than sixty(60) days for Anchor to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement.You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations to Anchor in connection with your Anchor account or your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if Anchor notifies you that your funds are insufficient.
3.3 Ownership of Funds Collected for Payment. In the event that Anchor processes an ACH debit to fund a payment before Anchor makes the associated payment disbursement, the funds collected through the ACH debit will be held in a bank account held for the benefit of the payor. These funds may be commingled with other funds similarly collected for purposes of making payments requested through the Service.
4.1 ACH Payments. When using the Service, if permitted by your account, your settings and this Agreement, you may choose to pay Users or be paid by Users by electronic ACH payment. ACH payments are domestic United States only. Anchor reserves the right to refuse to make any payment through the ACH Network, for any reason, in Anchor’s sole discretion.
4.2 NACHA Disclosure. Your rights and obligations concerning an ACH credit entry to the account of a User are governed by and construed in accordance with the laws of the State of New York; credit given by the ODFI to the User for the ACH credit entry is provisional until the ODFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A; and if theODFI does not receive such payment for the credit entry, the ODFI is entitled to a refund from the User in the amount of the credit to the User’s account, and you will not be considered to have paid the amount of the credit entry to the User. Anchor is not responsible for any penalties, interest charges, late payment fees and service fees related to any ACH credit for which the ODFI does not receive payment for the credit entry.
4.3 Credit of Returned or Cancelled Payments. If a payment requested or made through the Service is returned or cancelled, Anchor reserves the right to process an ACH credit in the amount of the payment to your Payment Account or to the User’s bank account, less any Service Fees or other amounts owed to Anchor.
