Processing Agreement
Updated August 11, 2022
Thank you for choosing to use Dime Payments! This agreement is between you and Dime Payments, LLC (“Dime”), a Georgia limited liability company, regarding your use of the Services offered through our website, your use of your Dime Payments account, and the use of any application programming interfaces used by you or your payors (collectively, the “Services”). Before using any Dime Services, you must agree with the terms contained in this agreement.
General Terms
1. Use of Payment Services. This agreement controls the relationship between you and Dime, and any third-party provider(s) Dime uses to provide Services. You are subject to any third-party provider’s terms of service, and this agreement does not modify or replace any of those terms. You may only use Dime’s Services in a lawful manner, and any illegal use of Services is strictly prohibited. Dime allows customers of Services to accept payments via common forms of payment, such as credit cards, debit cards, and ACH transactions. Dime does not offer banking services or Money Service Business services as defined by the United States Department of the Treasury. You may use the Services in accordance with these the terms of this agreement to accept credit and debit card payments from your business customers using major, widely available card brands. You may not use the Services for personal, family, or household purposes.
A. Account and Registration. An Account is defined as a user account established to access Services provided by Dime, including where opened for purposes of demonstration, example, or test usage. Services are defined as any service provided by Dime, whether in the form of web services, payment services, or other paid access to software, processing, or expertise. You are required to register for an Account before you will have access to any of the Services. Your Account is not a bank account, and no funds will be held permanently in the account. Your Account represents a running ledger of transactional proceeds and settlements resulting from your usage of the Services. To register for an Account, you must be at least 18 years old, and truthfully provide all of the information requested on the registration page. Inaccurate information may result in termination of this agreement, and your loss of access to the Services.
B. Confirmation of Information. Dime reserves the right at any time during the term of this agreement to validate any information you have provided, and you have an on-going duty to keep information current and accurate. You agree that you have complete authority to create the account either as an individual, or on behalf of an institution with the appropriate authorization. You will provide all necessary background information required to use and receive Services from Dime, including all information necessary to verify your identity, credit, business operations, financial statements, customer information, and other information to confirm the ownership of all financial accounts used for Services provided by Dime. We reserve the right to decline your application for Services, or suspend or terminate your Account, at any time for failure to update the information requested in this subparagraph failure to provide information requested in any communication we send to you, or failure to provide accurate and complete information. If your business experiences any significant changes, such as an adjustment to the scope or nature of the business or a change to the types of products and services you offer, you must notify us of the changes in writing prior to the occurrence of the change. You agree to be solely responsible for all losses and expenses we incur because of your failure to report information or changes to us.
C. Authorization. You authorize Dime to store your payment and banking details for future transactions.
D. Shared Accounts. You agree not to share your account with any other individual, and you agree that Dime shall be held harmless and indemnified to the fullest extent permissible by law for any unauthorized action or loss resulting from, or related to, shared account information.
E. Sub-Merchant Agreements. Dime may utilize third parties to facilitate the highest level of service possible for all Dime customers. Some of these third parties require our customers to accept additional agreements and terms. All Services offered by Dime under this agreement are subject to the terms and definitions of the Stripe Terms of Services, and specifically “Section C: Payment Processing Services.” This includes any instances involving charges, disputes, chargebacks, refusals, refunds, and reversals. You are immediately responsible to us for all disputes, refunds, reversals, returns, or fines regardless of the reason or timing, and you are responsible for all losses you incur if lost or stolen payment credentials or accounts are used to purchase products or Services from you. Dime does not and will not insure you against any such losses, including those cause by fraud. Dime reserves the right to maintain, upgrade, amend, adjust, redesign, improve, or otherwise alter the Services offered at any time. By using Dime’s services, you agree to accept all relevant terms and conditions imposed by the various third parties Dime utilizes to provide high quality Services. More specifically, by using Dime’s Services you agree to be bound by the Stripe Services Agreement, as modified by Stripe from time to time. By using Dime’s Services, you also authorize us to share the information you provide to us with Stripe as needed to complete transactions and provide you with Services.
F. Disbursements. Dime will disburse funds processed through the Dime platform interest free, less any refunds, chargebacks, and processing or transaction fees related to the Services provided. Funds will be distributed according to the express directions of the customer or, in instances where the account is held by an organization, by the authorized representative or administrator of the organization. Funds will be remitted to the designated beneficiary through bank transfer, less all applicable fees and other amounts deductible under this agreement. Dime reserves the right to hold funds in escrow pending any outstanding information requested, which may be necessary to vet an organization in compliance with current legal and regulatory requirements. Dime reserves the right to suspend or delay disbursements to protect you from existing, potential, or expected chargebacks, suspected fraud, or other similar risks. Dime also reserves the right to suspend or delay disbursements based on your failure to comply with the terms provided in this agreement.
G. Chargebacks. Dime reserves the right to offset incoming transactions, debit your bank account, debit your Dime Services account, and debit any other reserve financial account you maintain with Dime at any time to recoup any negative balances incurred as a result of refunds, disputed payments, or other similar chargebacks. If Dime asks you to pay the amount of any chargeback that you incur, you agree to pay us these amounts on demand. We reserve the right to suspend your use of the Services until you reimburse us for all unpaid chargebacks. You must not reprocess or reenter any card transaction that has been charged back. If you disagree with a chargeback, you may request a chargeback reversal, subject to the terms of this agreement, the terms of the card issuer, and the terms of any partner Dime utilizes to provide the Services. You must provide us with all pertinent and requested information in writing to request a chargeback reversal, and failure to provide all necessary information will result in a denial of the chargeback reversal request. If Dime cannot collect a given chargeback using the offset from a withheld disbursement or by debiting your bank account, Dime reserves the right to send you an invoice for any unpaid balance. Dime reserves the right to pursue collections on all invoices that remain unpaid after 60 days.
H. Errors. An Error shall be defined as any transaction where an amount is debited or credited to a user account without appropriate authorization, any transaction that is absent from, or incorrectly identified on, your account statement, and any mathematical or computational miscalculation related to your account. Dime will take all reasonable action to remedy an Error that is solely our fault, subject to the limitations noted in this agreement. You must notify us in writing immediately if you believe there may be an Error with your account. An Error shall not occur where: you make a mistake in a transaction, you give access to your account to a third-party who subsequently uses your account with or without your knowledge or permission, you create an invalidated or reversed payment via a refund or chargeback, or your account credentials are lost or stolen and you have not yet notified us of the compromise. Though Dime will take reasonable action to assist you under such circumstances, you are solely responsible for transactions that occur, or damage or loss generated therewith. If you have questions regarding an account transaction or become suspicious of unauthorized account activity, contact us immediately.
I. Your Responsibilities. All customers of Services have responsibilities under these Terms including, but not limited to, the following:
A. You are responsible for who has access to Services provided by your account, whether that be yourself or administrators. You recognize that anyone with access to your account may alter settings that could materially impact key details of your account, and you agree to exercise additional care to prevent unauthorized access or use of the Services that Dime provides through your account.
B. You are responsible for ensuring that all plan administrators comply with these Terms of Service and all other applicable agreements with respect to the Services that Dime is providing. Additionally, you represent and warrant that you are responsible both for your conduct and for the conduct of other individuals that use Services through your account.
C. You are responsible for maintaining the security of your account at all times. You are responsible for exercising good security practices, using strong passwords, and maintaining strict confidentiality with respect to the passwords associated with your account.
D. You are responsible for ensuring that Services are used only for legitimate and legal business purposes, and you agree to comply fully with all applicable laws, rules, and regulations in your usage of the Services provided by Dime.
2. Fees and Taxes. By using the Services provide by Dime, you agree to pay all relevant service fees related to the usage of your account. Any fees associated with your use of the Services will be invoiced to you on a monthly basis. Fees are subject to change at any time, though we will provide you with at 30 days notice before the new fee structure takes effect. You agree to indemnify Dime against any claims by any tax authority for any underpayment of any sales, use, goods and Services, value added or other tax or levy, and any penalties and or interest. In addition to these fees, you are responsible for any fines or penalties incurred by improper or unpermitted use of the Services, including unauthorized usage of your Dime account by another user. You agree that you will only use your personal credit cards or credit cards for which you have received express authorization for use.
3. Potential Risks. As with any web-based platform, Dime Services might be limited or unavailable for a variety of reasons, such as updating our system, enhancing security features, or excessive demand, and Dime is not liable if the Services are unavailable.
4. Your Relationships. Dime has no way of knowing what a typical transaction looks like for you, or the type of customers you interact with. It is your responsibility to manage these relationships, and Dime is not responsible for any product or service you offer, or that your customers purchase from you. You are responsible for knowing whether a processing transaction is valid or suspicious, and Dime is not liable for any transaction initiated by you or one of your customers. You are responsible for all transactions processed by you or your customers, and any losses related to invalid, incorrect, or fraudulent transactions will be your responsibility.
5. Suspicious Use. If Dime suspects that any transactions initiated by you or your customers are suspicious, which is determined in the sole discretion of Dime, we reserve the right to decline the transaction, suspend your Services, or take other action necessary to protect the integrity of the Services.
6. Disclosure of Information. Many of the organizations using these Services have other business relationships with Dime through Dime’s other business ventures, but Dime will only share information as provided for in this agreement, and only to the extent necessary to comply with the reporting requirements of any taxing authority. Dime reserves the right to use all data collected, processed, or derived by us in connection with the Services we provide in a de-identified manner for industry trend and best practices reporting, statistical analysis, research related to product and service development or improvement.
7. Giving Statements. If you are a church or non-profit organization, as a part of the Services Dime will provide giving statements that capture any payments and contributions made by Payors to you on an annual basis, based entirely on the information you provide to Dime. You are responsible for providing accurate and complete information to us in a timely manner to allow us to process and send the giving statements. Dime will not verify this information, and will not accept responsibility for the accuracy of the giving statements. Giving statements do not constitute tax or legal advice, and you must carefully review information on payments and contributions to ensure that the information is accurate In addition to the limitation of liability below, you agree to indemnify Dime against any claim, demand, loss, damage or expense that arises from any giving statement. This obligation will survive the ending of this agreement, or your use of the Services.
8. Compliance with Rules and Regulations. You must comply with all rules and regulations (collectively, “Rules”) promulgated by the payment card brands that you or your customers use through your use of the Services. As part of this mandatory compliance obligation, you agree to comply with the Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standard (“PA-DSS”). You also agree to comply with all applicable federal, state, and local laws and regulations for the duration of your agreement with Dime to use any Services. If a document is required to demonstrate compliance with the obligations under this subparagraph, you agree to execute and deliver such documents evidencing compliance to us. If any terms of this agreement conflict with the Rules, the Rules will govern with respect to the conflicting terms.
9. Card Acceptance and Authorization. You must honor any valid payment card presented by a valid cardholder in the ordinary course of business that is compatible with the Services we offer. You may not demonstrate any preference for any brand of payment card for or against another brand. You agree to conspicuously disclose material pertinent information to a cardholder prior to engaging in any transaction, including but not limited to, your name, business name, return policy, and other limitations on refunds associated with the goods or services that are the subject of the transaction. You must obtain authorization for any transaction utilizing the Services via a method acceptable to us prior to completing the transaction. You must follow any instructions that we provide through our Services during the transaction authorization process, and you may not process any transaction using our Services without authorization. We are not liable to you in any respect if we refuse to authorize a transaction. Authorized transactions involving expired cards, or cards that are later deemed to be fraudulently issued or used, will not be funded.
10. Recurring Transactions. If requested by a cardholder in writing, you may use the Services we provide to process recurring transactions. You are responsible for maintaining a record of the goods or services provided through the recurring transaction, the frequency and amount of all related charges, the duration of the recurring charges, and the cardholder’s consent to the charges. You must retain records of such information continuously while the recurring charges are actively billed, and for at least 12 months after the recurring charges are cancelled. You must notify the cardholder that they may withdraw consent to recurring charges at any time. The termination of your agreement or relationship with Dime constitutes an immediate cancellation of the cardholder’s consent to recurring charges.
11. E-Commerce Transactions. To process e-commerce transactions, you must utilize transaction encryption on each transaction, as provided by a third-party vendor that we deem acceptable. You are solely liable for all chargebacks, losses, and liability related to e-commerce transactions made using our Services, regardless of whether you encrypted them as required under this agreement. Correctly adhering to the transaction encryption requirements of this agreement does not guarantee payment and shall not constitute waiver of any provision of this agreement or otherwise validate a fraudulent transaction. You may obtain card authorization up to seven days prior to the shipment date of an e-commerce order. Your website must contain all of the following information: (a) a complete description of the goods or services offered; (b) return and refund policies; (c) customer service contact information, including email address or telephone number; (d) the transaction currency (such as U.S. or Canadian dollars); (e) any export or legal restrictions, if known; and (f) a delivery policy.
12. High-Volume Users. If your usage of the Services exceeds the card processing volume thresholds that we periodically set for your account, we will notify you. If you exceed the set thresholds twice or more, we may ask you to execute a separate high-volume processing agreement to continue using the Services. We reserve the right to terminate your account and use of the Services if you repeatedly exceed the usage thresholds that we set, or where we reasonably believe that your high-volume usage of the Services is negatively impacting the quality of service we provide to other customers.
13. Limitation of Liability. Except where prohibited by law, Dime will not be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Dime has been advised of the possibility of such damages. If Dime is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services, Dime’s liability will not exceed the greater of (1) the total of any fees you have paid to Dime in the past six months prior to the date of any claim you made against Dime (which does not include any third-party fees), or (2) US $100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply. This limitation of liability will apply to any third-party providing service to Dime in order to facilitate the Services under this agreement. Dime and any third-party providers will not be liable for any loss or harm that results from an event that Dime or any third-party provider does not control directly.
14. Indemnification. With respect to any proceeding brought by someone other than you for any illegal or improper conduct on your part, (a “Nonparty Claim”), you will indemnify us against all losses or legal fees arising out of any proceeding, except to the extent that that we negligently or intentionally caused those losses. You will pay any reasonable out-of-pocket expense incurred in defending a proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements that we incur in connection with defending against a Nonparty Claim. This indemnification extends to our owners, officers, agents, representatives, contractors, employees, successors and assigns. Conversely, with respect to any Nonparty Claim brought against you on the basis of this agreement, Dime will indemnify you against all losses or legal fees arising out of any proceeding, except to the extent that that you negligently or intentionally caused those losses. Dime will pay any reasonable out-of-pocket expense incurred in defending a proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements that you incur in connection with defending against a Nonparty Claim. This indemnification extends to your owners, officers, agents, representatives, contractors, employees, successors and assigns. These mutual obligations will extend beyond the termination or expiration of this agreement.
15. Disclaimer of Warranties. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO WARRANTY OF NON-INFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION PROVIDED BY DIME, INCLUDING REPORTS GENERATED BY THE SERVICES.
16. Dispute Resolution. While we both expect the relationship established by this agreement to proceed smoothly, if something does go wrong and we end up disagreeing over something, we both agree that we will attempt to settle the issues amicably. If amicable settlement is not possible, the dispute will be referred to arbitration in accordance with the rules of the American Arbitration Association. Each of us will be entitled to appoint one arbitrator, and the two arbitrators selected will select a third arbitrator. Arbitration will be conducted in accordance with the rules of arbitration of the American Arbitration Association or, to the extent such rules do not exist, in accordance with the Federal Rules of Civil Procedure. The party prevailing in any arbitration will be entitled, upon proper application, to obtain judgment in an appropriate court of law to enforce any award of the arbitration tribunal. This method for dispute resolution will be the sole method for settling disputes related to this Agreement, and we both waive the right to sue each other in a court of law.
17. Legal Fees and Expenses. If either party brings legal action to enforce its rights under this agreement or arising out of this agreement, the prevailing party will be entitled to recover all legal fees and expenses incurred in connection with the action and any appeal. This will include all reasonable fees necessary to collect on outstanding or unpaid invoices.
18. Communications. By using Dime’s Services you consent to email communication from Dime. These emails might relate to your use of our Services, payments we have processed on your behalf or for the benefit of others, information about changes or modifications to our Services, or information about other Services Dime provides. You may opt-out of emails by following our Privacy Policy, but we reserve the right to utilize email communication to send you tax or regulatory communications, even if you opt-out of receiving emails.
19. Maintaining Confidentiality. “Confidential Information” is any information or materials that either of us provide to the other that have been marked or designated as confidential. Additionally, we hereby designate as Confidential all information and data belonging to or relating our business, including but not limited to: a) the terms of this agreement; b) information related Dime and Dime’s operations, policies, accounts, personnel, or procedures; c) any documentation we provide to you; d) all information that is proprietary to a third-party that Dime is obligated to treat as confidential; e) all other information and data that a reasonable person would deem to be confidential by nature; and f) Dime and Dime affiliates’ Attestation of Compliance under any PCI-SSC promulgated standard or any other similarly functioning audit report or attestation. We will both use the same care to avoid disclosing each other’s Confidential Information as we use with our own similar information. Neither of us will have any ownership in each other’s confidential information. You authorize us to disclose your name, address, and basic business information to a third party with an apparent legal right to such information, including law enforcement. We will each maintain ownership of our own Confidential Information, and both of us will destroy or return the Confidential Information to each other promptly when this agreement ends or is terminated, or as requested. Each of us will keep all Confidential Information in confidence indefinitely, or as directed by the other party. For purposes of this agreement, all copies, drafts, versions, or final forms of any intellectual property that we create are confidential, as well as any strategy or social media plan document that we provide to you. You are not permitted to share any of these documents or creations with any third parties, or members of your team that do not need to have access to these materials.
20. Using our Proprietary Information. Subject to the limited rights granted expressly under this agreement, Dime reserves all rights, title, and interest in and to the content, Services, and related intellectual property accompanying this agreement. All content we provide to you is our intellectual property, and you agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit our content in any way without our written consent. In addition, you will not use our content for any unlawful purpose, and will abide by all reasonable requests from Dime regarding the protection of our intellectual property. You are granted a nonexclusive and nontransferable license to use our intellectual property under the terms of this agreement. You grant to Dime a royalty-free, non-exclusive license and right to do any of the following to provide you with Services: process, retrieve, digitize, transform,
21. Accounts, Passwords and Security. The Services require you to open an account (including setting up a login and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, cardholder data, transaction data, account numbers, and other personally identifiable information (the “Data”) that passes through your system during your usage of the Services. You are solely responsible for any and all activity that occurs under your account as a result of your failure to keep this information secure and confidential. You may not sell the Data to anyone and if you store the Data in a database, you must follow card issuer Rules for securing such Data. You must destroy all Data when you no longer need to store it under the Rules. You must take all steps reasonably necessary to ensure Cardholder information is not disclosed or otherwise misused. You may not retain or store magnetic stripe, CVV2, CVC2, or CID data after authorization. You must notify us if you use any agent that will have access to Cardholder data. The Rules mandate that all agents that access, store, transmit, or process Data must be registered and comply with PCI-DSS and PA-DSS. As applicable to your use of the Services, you must always remain in compliance with PCI-DSS and PA-DSS. If you share your Dime account password with any third party, we deem that you authorized the action taken by the third party regarding your account, regardless of whether such authority actually exists. You shall maintain industry "best practices" regarding continuity procedures and systems to ensure security of the Data in the event of a disruption, disaster, or failure of your respective data storage system or facility. You must provide and maintain your own compatible hardware and software to use the Services in a secure fashion. We recommend that you utilize a commercially available firewall solution and anti-virus software that is regularly updated. You agree to notify Dime immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Dime or any other user of our Services due to someone else using your login, password, or account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s login, password, or account at any time without the express permission and consent of the login owner. Dime is not liable for any loss or damage arising from your failure to comply with these obligations. If the security of your account password might be compromised, or has been compromised, we reserve the right to terminate your use of our Services.
22. Security Interest. Because Dime may be financially responsible for certain actions that you take during your use of the Services, we require certain measures as outlined below.
A. This agreement will constitute a security agreement under the Uniform Commercial Code. You grant us a security interest in and lien upon: (a) all funds representing amounts owing you under this agreement; (b) all funds at any time in the Reserve Account (as defined below); and (c) present and future card transactions (collectively, the "Secured Assets"). You agree to provide other security to us upon request. These security interests will secure your obligation to pay any amounts due and owed to us. We may exercise this security interest without notice or demand of any kind by making an immediate withdrawal or freezing of your Secured Assets. Upon our request, you will execute the documents necessary to evidence this security interest. You represent and warrant that no other person or entity currently has a security interest in the Secured Assets and that you will obtain our consent prior to granting a security interest in the Secured Assets to a third party. You agree that we are not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. You agree not to contest or object to any motion for relief from the automatic stay filed by us. You authorize us and appoint us your attorney in fact to sign your name to any financing statement used for the perfection of any security interest or lien granted hereunder.
B. You understand and agree that you may be required to establish a Reserve Account in an amount determined by us to protect us against losses resulting in transactions initiated by you. The (“Reserve Account”) shall be maintained by us and titled to our sponsor banks. We may, without notice to you, apply funds deposited in your Reserve Account against any outstanding amounts you owe us. Any funds left in the Reserve Account will be refunded after this agreement is terminated and you have paid us in full all amounts owing or that could ever be owed under this agreement, including, without limitation, all outstanding or uncollected amounts and potential chargebacks. In no event shall you be entitled to a return of any sums remaining in the Reserve Account after 270 days following the effective date of termination of this agreement. We have the right to increase the required amount in the Reserve Account and deposit into the Reserve Account funds we would otherwise be obligated to pay you if we determine such action is reasonably necessary to protect our interests.
C. We have the right of recoupment and set-off. You acknowledge that in the event of a bankruptcy proceeding we will have the right to set-off against the Reserve Account for any and all obligations which you may owe to us, without regard as to whether the obligations related to card transactions were initiated or created before or after the filing of the bankruptcy petition.
D. By signing this agreement, you unconditionally and irrevocably guarantee the continuing full and faithful performance and payment by you as an individual of each of your duties and obligations to us pursuant to this agreement. You understand that we may proceed directly against you without first exhausting our remedies against any other person. This guaranty will not be discharged or affected by your death, and will bind all heirs, administrators, representatives, and assigns. You understand that this guaranty is an inducement to us to enter into this agreement and remains in full force and effect even if you receive no additional benefit from the provision of the guaranty.
23. Third Parties. You understand and accept that Dime may use third parties to facilitate the provision of Services under these Terms, and by agreeing to these Terms, you agree to also be bound by the Terms and Conditions of those third parties where they may apply. Dime accepts no liability whatsoever for your usage of these third parties through the Services provided by Dime.
24. Data Transmission. You acknowledge that data, including email and personal financial data, may be accessed by unauthorized third parties when communicated between you, Dime, and any of our third-party service providers. You agree to use software produced by third parties, such as internet browser software, that supports a data security protocol compatible with the protocol used by Dime. You agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Dime. Dime is not responsible for notifying you of any upgrades, fixes, or enhancements to any software, or for any compromise of data transmitted across computer networks or telecommunications facilities, including the Internet.
25. Tax Compliance. To comply with IRS reporting requirements, you must provide your legal name and SSN or EIN as applicable. If you do not supply this information to us, we may: (a) be required to file a form 1099-K with the U.S. Internal Revenue Service (IRS), and (b) on behalf of the IRS collect 28% federal backup withholding from you upon transaction settlement. To avoid potential backup withholdings, you should notify us any time there is a change to your SSN, EIN, legal name, or business address, and ensure you respond to any request for verification and record update from us.
26. Use of Software and Apps. With the exception of common web-browsers, you agree not to use any third-party software, program, application or any other device to access or log on to Dime’s systems, or use our Services.
27. Service and Use Fees. You will be responsible for all service and use fees, if any, that are charged by Dime. These fees may include a credit card processing fee (which will be taken from a percentage of the transaction), and a per transaction set fee, which will not reduce the amount of the transaction. You agree that these fees may be changed without additional notice. Dime reserves the right to enter into fee-sharing arrangements with applicable third-party providers.
28. Termination. We reserve the right to terminate your access to our Services in our sole discretion, without notice and without limitation, for any reason whatsoever, and we will have no liability to you for terminating your access. If this agreement is ended by Dime without cause, we will work with you to transaction your processing to another provider within a 30-day window. You are free to end this agreement at any time, upon 24-hours notice. Ending this agreement by either party does not immediately relieve you of all obligations, and you agree to complete all pending transactions, and conclude your use of the Services in a prompt and orderly way. You will remain liable for all pending obligations related to your account after termination. You may be responsible for additional chargebacks, refunds, or other fees associated with payment processing services that were initiated prior to the termination of your account and were rendered following the termination. Please note that deleting the Dime mobile application does not close or terminate your account, cancel any recurring payments, or delete the account linked for usage through the application. You are responsible for downloading or transferring any personal data you wish to retain from your Dime account prior to termination.
29. Texting Delays. Dime will not be liable for any delays in the receipt of any SMS/text messages connected with these Services.
30. Other Provisions.
A. Privacy Policy. In addition to this agreement, you must accept Dime’s Privacy Policy associated with the Services. Dime’s Privacy Policy contains additional information related to personal data, and you should reference it to make informed choices about your data privacy. Dime and all customers of Services shall comply at all times with the applicable obligations provided by data privacy regulations, and it is your responsibility to ensure that your activity and usage of Services complies with all applicable privacy regulations.
B. Amendments. Dime reserves the right to amend or update these terms at any time, without notice to you, and may also modify the features or functionality of the Services. If you continue to use the Services after the changes are implemented, your continued use will serve as your approval of the modified terms or Services.
C. Entire Agreement. This document and any attachments are the entire agreement between us.
D. Governing Law and Venue. This agreement will be governed by the laws of the State of Georgia. Venue for any action arising under this agreement will lie in Fulton County, Georgia.
E. Neutral Interpretation. We both agree that we have each carefully reviewed this agreement and have been provided with opportunity for advice by legal counsel. We both understand what this agreement says, and agree that this agreement will not be construed more strongly against either of us, regardless of who is responsible for writing this agreement.
F. Force Majeure. For purposes of this agreement, “Force Majeure” means any event or circumstance, whether or not foreseeable, that was not caused by that party (other than an increase in prices or other change in general economic conditions, a change in law, or an event or circumstance that results in that party not having sufficient funds to comply with an obligation to pay) and any consequences of that event or circumstance. If a Force Majeure event occurs, the noncomplying party will promptly notify the other party of the Force Majeure event, its effect on performance, and how long the noncomplying party expects it to last. During a Force Majeure event, the noncomplying party will use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.
G. Severability. In the event that any provision of this agreement is held illegal or otherwise unenforceable, only that provision will be severed while the remaining portion of this agreement will continue in full force and effect.
H. Captions and Headings. The captions and headings used in this agreement are for convenience of reference only, and don’t change any provision in this agreement.
I. Time is of the Essence. The dates and timelines in this agreement are important to both of us, and time is of the essence in this agreement.
J. Conflicting Documents. If there is a conflict between this agreement and any of the supplemental information we have signed to make this agreement happen, this agreement will control.
K. Notice. You agree that Dime can provide Notices regarding the Services to you through our website, or by mailing Notices to the email or physical addresses identified in your Dime Account. Notices may include notifications about your Dime Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you. All notices under this agreement, if addressed to us, shall be sent to Dime Payments, LLC, 53 S Main St., Suite 300, Alpharetta, GA 30009.
L. Electronic Signature. Your electronic signature, including any affirmative click to “Continue,” “Agree,” or “Agree and Continue” shall constitute the legal equivalent of your manual signature for purposes of this agreement.
M. Waiver. Neither of us will be considered waiving any part of this agreement unless it is provided to the other party in writing.
N. Assignment. You may not assign these Terms of Service, any rights or licenses granted in these Terms of Service, or operation of your Dime Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Dime may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.
O. Bankruptcy. You will immediately notify us in writing of any bankruptcy, insolvency, court-ordered receivership, or any similar proceeding initiated by or against you. You agree to include Dime on the listing of creditors as filed with the bankruptcy court, and you agree that your failure to do so will constitute cause for immediate termination of this agreement. You acknowledge and agree that this agreement constitutes an executory contract to engage in financial activity through the provision of Services to you or for your benefit, and that any such financial obligations incurred through this agreement cannot be assumed or assigned in the event of your bankruptcy.
P. Modifications. This agreement may be modified by Dime upon electronic notice to you, by posting the updated document on Dime’s website. If Dime sends you written notice through email or other means, you confirm your acceptance of the modification by continuing to use your account.
Q. Marketing. By using the Services, you agree that during the term of Services provided, Dime may publicly reference you as a customer of Dime in writing or orally for marketing purposes. Any additional public reference to the customer requires your written consent.
R. Third-Party Beneficiaries. You acknowledge that anyone using Dime’s Services to submit payments to your account, and any third-party payment processing provider utilized by Dime, is an intended third-party beneficiary of this agreement to the extent that the Services include data or content relating to those individuals or processors. Any third- party beneficiary is entitled to rely upon all rights, representations, warranties and promises you have made in this agreement as if each the third-party beneficiary was a party to this agreement. All rights and benefits granted under this agreement to Dime will also be deemed granted directly to each intended third-party beneficiary. Otherwise, no third-party will be deemed to be an intended or unintended third-party beneficiary of this agreement.