December 15, 2021
As used in this Agreement, the words “you” and “your” refer to you, a User (defined below) of the Services and the party agreeing to this Agreement. The words “we,” “us,” “our” and any other variation thereof refer to Funneldash. Any reference to Funneldash in this Agreement includes our and our affiliates directors, officers, employees, contractors, owners and agents.
By accessing the Services, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to this Agreement, do not use the Services. You represent that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.
Funneldash may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: firstname.lastname@example.org.
Funneldash offers a payment processing platform to your business including acting as your payment processing agent. Funneldash is not a lending institution. As your exclusive payment processing agent, we may, without limitation , assist with the establishment of multiple Credit Accounts (as such term is defined below ), negotiate payment terms with vendors and suppliers with respect to Credit Accounts, and provide general credit consulting. For the purpose of this letter agreement “Credit Accounts” means; credit lines, credit cards, credit facilities, accounts, loans or similar financing mechanism, which may be secured or unsecured, guaranteed or not, or established through you personally or your business.
In addition to the services described above, Funneldash’s Services also include functionality which may enable United States-based businesses and freelancers (“Payors”) to transmit payments for commercial purposes to United States-based business recipients (“Recipients”), including Recipients who do not accept a Payor’s preferred payment method (collectively “Users”).
Funneldash may also partner with Recipients to facilitate their receipt of funds and crediting of customer accounts. The Services may allow Recipients to (i) generate and upload invoices through the Funneldash Services to request payment from Payors, (i) request payment from Payors without uploading invoices, and (iii) request payment from payors that have not registered for Funneldash’s Services.
For access to and use of the Services, Funneldash may charge Users a fee (the “Fee”) at the time of Payment submission. The applicable Fees are set forth in a Service Order.
Recipients (including California-based Recipients) that enroll in the Services may also use the Services to accept payments from consumer-payors that reside in their own state (including California). By using the Services for this purpose, Recipient acknowledges and agrees that Funneldash is the agent of the Recipient for purposes of the payment transaction. As a result, the consumer-payor’s obligation to Recipient is satisfied when the consumer-payor submits payment to Funneldash. Please note that California-based consumer-payors cannot independently register for the Funneldash Services; they may only use the Services where an enrolled Recipient requests payment from such consumer-payor.
Funneldash will use commercially-reasonable efforts to (i) acquire on your behalf credit lines that offer promotional rates of zero percent (0%) interest, typically for 12-18 months, and (ii) provide accurate rate information with regards to new Credit Accounts. However, Funneldash makes no guarantees as to the interest rates or terms in which credit may be granted to you by lenders and other financial institutions. The Services are not contingent on your needs for financing or lack thereof. Accordingly, you may not cancel, withdraw, and intentionally cause to be denied, or fail to follow through on a credit application without our prior written consent. Additionally, you do not provide us with an approval or denial letter from a lender within 30 days of submitting an application for credit, such application will be deemed approved and we will include the requested amount in calculating total credit obtained on your behalf for the purpose of calculating the fees due to Funneldash hereunder.
You hereby give Funneldash full and complete authority to act on your behalf in order to provide the Services, including, without limitation, applying for credit lines on your behalf from third parties. Such authority shall specifically include, without limitation:
Please note that such third parties (including banks and institutions) will likely report any applications made on your behalf to credit bureaus. Such applications may or may not affect your credit, either positively or negatively, which in each case is completely out of Funneldash’s control.
You hereby agree to take all further actions reasonably requested by Funneldash in order to allow the Funneldash Parties (as such term is defined herein) to provide the Services contemplated by this Agreement. Such actions may include, without limitation, executing documents, granting us account access and editing rights, and agreeing to other terms and conditions with third parties, including as set forth in Section 3.8 (Requirements) below.
In addition to the other disclaimers and limitations of liability contained in this Agreement and the General Terms, and notwithstanding the authority granted by you to Funneldash above, you agree that the FunnelDash Parties shall not have: (i) any obligation to take any action on your behalf, (ii) any liability in connection with any action or inaction by the Funneldash Parties in connection with the authority granted by you above, or (iii) any liability in connection with any action or inaction taken by third parties (including Funneldash Partners as such term is defined below). You acknowledge and agree to accept the risk of any actions taken by Funneldash Partners or other third parties (including Facebook) which may arise out of, or in connection with, Funneldash’s Services, including, without limitation (a) pausing or suspending your advertising, (b) adversely changing commercial terms, or (c) suspending or deleting your account with such third party. Funneldash has no control over such actions and accepts no obligation or liability with respect thereto.
You hereby represent, warrant and covenant that during the term of this Agreement (as set forth in Section 24 below), (i) Funneldash shall be sole provider to you of the Services (including, without limitation, advertising payment services), and (ii) you shall not seek, or obtain, any loans, credit cards, or other payment service providers with respect to advertising services except through Funneldash’s Services or with Funneldash’s prior written consent. In addition, to the extent permissible by applicable law, (i) you agree that Funneldash shall have the right to match or beat any other loan or credit card offer that you may consider using in connection with your advertising spend, and (ii) during the twelve (12) month period after termination of this Agreement, you agree that you shall not use the advertising payment services of any of Funneldash’s competitors as reasonably determined in Funneldash’s discretion (including, without limitation, Clearbanc, Brex, Divvy, Kabbage, Payability, Shopify Capital, Amex Gold, Chase Ink, Amex Platinum, Amex Plumb, Chase Reserve, Chase Reserve Preferred and TryRamp), and (ii)
Due to the nature of the Services, you agree to not apply, establish or cause the opening of new Credit Accounts or modify your existing Credit Accounts during the term of this Agreement without our prior written consent. Further, you will provide guaranties and/or collateral at such times and to such extent as necessary for the Credit Accounts established by us on your behalf.
Funneldash enables Users to transmit payments to Recipients via automated clearinghouse (“ACH”), credit or debit card, or via wire transfer. Recipients may receive payments via paper check, electronic check, debit card, ACH transfer, wire transfer, or via virtual card number (“VCN”).
• Funneldash supports payments from all U.S. financial institutions.
• Cards issued on the following payment networks may be used as payment methods via the Services: Visa, MC, Discover, STAR, PULSE and Accel.
• Payments to Recipients (other than Fees) do not pass into Funneldash’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds.
• Funneldash uses a master bank account at one or more third-party banks (each a Bank”) that is held in the Bank’s name. The account title also shows that this account is for the benefit of customers of Funneldash. Funneldash has the right to instruct each Bank on the use of funds in the account, including to receive funds from you and to then send funds to your Recipient based on your instructions. Each Bank transfers all funds for the benefit of Funneldash’s customers.
• Funneldash is an independent, third-party service that is not formally affiliated with your Recipients. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Funneldash, and your Recipients.
• Accordingly, Funneldash assumes no responsibility and will have no liability for any consequences resulting from your interactions or contracts with Recipients, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of Funneldash Services does not alter or affect any Recipient payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Funneldash in no way endorses, recommends, or bears any responsibility or liability for any products, services or statements presented by Recipients. Recipient statements and opinions are not representative of Funneldash or its business partners.
• You represent, warrant and covenant that Funneldash shall not be held liable to any borrower, lender or to any other third persons for any loss or damage occurred by the use of credit, funds, and/or other financing obtained through the use of our Services.
In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or freelancer; and (iv) have a valid deposit account at a Funneldash-supported bank or payment card issued on a Funneldash-supported network as outlined in Section 3.9 above. By entering this Agreement, you represent, warrant and covenant that any credit, funds, and/or other financing will not be used for an improper or illegal purpose and that you enter into this Agreement without the intent to utilize Funneldash Services for an improper or illegal purpose. Other restrictions may apply.
In order to access the Services as a User, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including, without limitation, your name, a valid email address, information about your business, and a strong password (collectively, your “Registration Information”). After you have created your Account, we may also request additional information including, without limitation, your business’ EIN. You agree to provide true, accurate and complete information (including Registration Information) and to notify us promptly if any of your information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. Funneldash is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.
• You authorize Funneldash, directly or through third parties, to make any inquiries we consider necessary to verify your or your business’ identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business’ information against third party databases or through other sources. If Funneldash cannot verify your or your business’ identity, Funneldash reserves the right to deny you use of the Services or to limit your use of your Account, in each case without any obligation or liability to Funneldash.
• If you as a Recipient receive, in a calendar year (1) more than $20,000 in payments made through the Services; or (2) more than 200 individual transactions through the Services, you agree to provide Funneldash with your taxpayer identification number.
Upon addition to your Account, your Bank Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize Funneldash to credit your Bank Account with up to two (2) different and random micro-deposits, which you will be required to enter once prompted through the Services. You also authorize Funneldash to debit your Bank Account for the amounts of such two (2) micro deposits within ten (10) business days.
When you add a payment method to your Account, you agree to the following:
• You have the authority to disclose the payment method information and to bind the person or organization for which you act;
• You authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
• You acknowledge that transactions initiated from your payment method must comply with the provisions of applicable law (including, without limitation, U.S. federal and state law);
• Your authorization will remain in effect until not later than thirty (30) days after Funneldash receives written notice from you of your desire to cancel; and
• You will not use the Services for personal, family, or household purposes; unless you are a California-based Recipient receiving payments from California-based payors for personal, family, or household purposes.
• All payment method usage associated to payments submitted via the Services are subject to existing terms for your payment method, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. Where applicable, Funneldash retains all rights and authority for the treatment of your payment methods via the Services, which may supersede your payment method program terms. For example, Funneldash may impose a transactional limit on your payment method for payments via the Services, which may be a lower value than the amount allowed by your program.
• Payments may only be made to U.S. payment methods. We may, in our sole discretion, impose limits on the size, frequency, and timing of payments sent through the Services, on a per transaction or a cumulative basis, and change those limits at any time.
To prevent fraud and comply with legal obligations, we may put your payment method on hold for review (without any obligation or liability to Funneldash). If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason in our sole discretion (without any obligation or liability).
To use the Services, a Payor may enter payment information for Recipients. The Payor must provide correct and current payment information for each Recipient as follows:
Please note that our ability to effect electronic payment to new Recipients will depend on the Recipient’s willingness to provide us with its banking details. If the Recipient does not provide this information, we will be unable to complete your transaction electronically and we will send such Recipient a paper check.
You are responsible for verifying the accuracy of the foregoing Recipient information prior to scheduling payments, and Funneldash will have no liability for losses or damages due to your or your Recipient’s actions or inactions. If you invite a Recipient to set up an Account, it will take several business days to complete the verification process required to activate the Account for electronic payments. If you input a Recipient’s bank routing number and bank account number on behalf of a Recipient, you represent and warrant that you have obtained from the Recipient the authorizations set forth in Section 4.6 above.
Alternatively, a Payor may invite a Recipient to set up their own Account and provide their appropriate payment information.
Funneldash payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:
Funneldash may require additional information from you at the time you submit a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient.
By submitting your payment for processing through the Services, you agree that the goods or services provided by your Recipient in exchange for the payment (minus Fees) have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Funneldash in exchange for your payment of fees.
Payments made through the Services require sufficient time for your Recipient to receive your payment and credit your account accordingly. To make a payment, use the Services to select the date (“Process Date”) on which Funneldash will debit your payment method to pay a bill or an invoice. The Services will indicate the earliest possible Process Date for each payment. We will use commercially-reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to “payment review,” as described in Section 8 below. However, such payment timeframe is not guaranteed and there may be circumstances where such payment timeframe is extended.
You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill’s due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment and five full business days to deliver a check payment within the territorial United States by first class mail. Note, however, that the expected delivery timeframe is a projected estimate based on Funneldash’s historical performance for a given disbursement channel, and is subject to change.
Payments submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, Funneldash will be unable to continue to process your payment, and will notify you via the Services.
Payments may be submitted with a Process Date in the future (“Scheduled Payments”), but must be assigned to a payment method at time of submission which remains valid through the payment Process Date. The details of a Scheduled Payment, including associated Fees, are locked in at time of submission, except where noted otherwise.
Prior to its Process Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees (per Section 15.1), and reiteration of any applicable payment review processes (per Section 8).
By providing us with the names and account information of Recipients to whom you wish to direct payments, you authorize us to follow the payment instructions that we receive from you. In order to process payments more efficiently and effectively, we may submit payments to the best-known Recipient address. When necessary, we may alter payment data or data formats or change or reformat your Recipient account number to match the account number or format required by your Recipient for electronic payment processing.
When we receive a payment instruction, you authorize us to debit your payment method and remit funds on your behalf. You also authorize us to credit your payment method for payments returned to us by the Post Office or Recipient, or payments remitted to you on behalf of another authorized user of the Services.
You hereby agree to our ACH Debits and Credits Authorization which is incorporated by reference herein. In addition, where you choose to pay a Recipient via ACH, you authorize Funneldash to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give Funneldash the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which you are an "Originator," Funneldash is a "Third Party Service Provider," and Funneldash’s processing bank is the "Originating Depository Financial Institution." You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Funneldash for the same.
Funneldash will prepare and submit credit card authorizations as purchases rather than cash advances. However, in some cases where Funneldash does not have an existing relationship with the merchant, your credit card transactions may be treated as a cash advance. If this is the case, we cannot support such payment and it shall be your responsibility if a transaction is treated by a merchant as a cash advance.
Treatment of Funneldash authorizations is managed in the sole discretion of the issuing banks. You agree to not to hold Funneldash liable for any consequences or liability resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.
At any time after submission, your payment may be subject to review, which serves to better understand the nature of and reason for your payment. During this review process and for any reason, Funneldash may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, your business, a bill, payment history, and other relevant circumstances and factors as determined in Funneldash’s sole discretion.
You acknowledge that Funneldash’s ability to efficiently and effectively review your payment is reliant upon your full cooperation, and you absolve Funneldash from any liability or negative impact to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.
Depending on the results of this review, Funneldash may clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Funneldash also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or, if necessary, via other means.
Recipients or the United States Postal Service may return payments for various reasons such as, but not limited to, Recipient’s forwarding address expired, invalid bank routing number, invalid bank account number, Recipient remittance address is not correct, Recipient is unable to identify an account, or a Recipient account is paid in full. In addition, a Recipient may refuse to accept a payment, and Funneldash will have no liability for any resulting loss or damage. Funneldash will use commercially-reasonable efforts to provide you with notice of returned payments and will offer you through the Services the choice whether to void and credit or void and reissue the payments. You agree that Funneldash shall not have any liability for any such returned payments. Unless otherwise directed, Funneldash will void such payments. You hereby authorize Funneldash to credit such payments to your payment method.
You agree at all times to maintain sufficient funds in your payment method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Funneldash notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payment method is returned because of insufficient funds, you must reimburse Funneldash for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items. Funneldash also reserves the right to debit a Recipient’s account for money paid to the Recipient on your behalf if your payment is returned because of insufficient funds or any other reason. Funneldash also reserves the right to withhold funds from a payment to a Recipient if the Payor has an outstanding balance with Funneldash. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Recipient.
Scheduled payments may be cancelled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Funneldash has begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request to Funneldash in accordance with Section 13 below.
Without Funneldash’s prior written consent you, as payor, shall not initiate any chargeback, clawback, ACH return or similar reversal. In the event that you initiate any such action for a payment that has already been transmitted to the Recipient, you hereby (i) assign to Funneldash any claims against your Recipient associated with such chargeback, clawback or ACH return, and (ii) agree to fully indemnify Funneldash (and Funneldash’s Providers) to the extent that any action taken by you results in any loss to Funneldash or Funneldash’s Providers. You further agree that we may contact your Recipient directly to request reimbursement for any payment that has been transmitted to the Recipient and for which you have initiated a chargeback, clawback, ACH return or similar reversal.
Funneldash’s ability to process a stop payment request depends on the payment method and whether or not a check has been cleared. Funneldash must have a reasonable opportunity to act on any stop payment request after a payment has been processed. You must contact Funneldash to stop any payment that has already been processed. Although Funneldash will use commercially-reasonable efforts to accommodate stop payment requests, Funneldash will not have any liability for failing to do so. Stop payment requests will incur the charges set forth through the Services.
In certain situations following a payment submission, you may request a refund by contacting Funneldash at email@example.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Recipients. Funneldash is unable to issue partial refunds.
Funneldash is also unable to initiate refunds in cases where a Recipient has already received your payment. If this is the case, you should contact your Recipient directly to request a refund, pursuant to their payment terms.
In the event of a refund, Funneldash will also refund a proportional amount of the Funneldash Fee, less any unrecoverable costs Funneldash may incur. Principal refunds effected via clawback or chargeback mechanisms, however, will not result in a refund of the Funneldash Fee, in whole or in part. In the event that Funneldash receives a chargeback, clawback or ACH return, you as Recipient authorize Funneldash to debit your Payment Method on file for the amount of the chargeback plus any associated fees or to withhold funds from future distributions.
Funneldash may refund electronic payments, including those delivered via Electronic Fund Transfer (“EFT”), ACH and card network providers, prior to their disbursement.
• Funneldash may refund payments disbursed via check prior to their deposit by your Recipient. If Funneldash has already sent a check, we may place a “stop payment” request to ensure it cannot be deposited. In such cases, we suggest that you contact your Recipient to let it know not to deposit the stopped check.
• If your Recipient attempts to deposit a stopped check, it may be charged a fee from its bank for the exception, which it may attempt to assign to you. You accept the responsibility of notifying your Recipient to not deposit your check, and you agree not to hold Funneldash liable for any costs you may incur from your Recipient in such a case.
In connection with the Services you agree to pay all Fees set forth in a Service Order. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules.
Fees for immediately processed payments are charged in real-time upon submission. Fees for Scheduled payments are locked in at time of submission and will be charged on the payment’s Process Date. If a Scheduled payment is edited prior to its Process Date, the applicable Fee will be recalculated based on the presently defined rules.
Fees may vary, depending upon factors including but not limited to the payment’s Recipient, the payment method, and other variables both which may or may not be controlled by Funneldash. Fees are subject to change at any time without prior notice and are calculated in real-time and presented to you during review of your payment, prior to submission or edit.
You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Funneldash, yourself, or a third party caused by or arising out of your breach of this Agreement, the General Terms and/or your use of the Services. You agree to reimburse Funneldash or a third party for any and all such liability.
In the event that you are liable for any amounts owed to Funneldash, Funneldash may initiate a transaction via your default payment method or other available payment methods to pay any such amounts. If you do not have sufficient funds available to fulfill such payment, Funneldash may engage in collection efforts and/or other legal actions to recover such amounts from you. In such event, you agree to fully indemnify Funneldash with respect to such enforcement and/or collection costs, including, without limitation, attorney fees and court costs.
If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us first by emailing firstname.lastname@example.org.
Funneldash may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 17.1 above (“Restricted Activities”). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require.
If we have reason to believe that you have engaged in any Restricted Activities or that you have used our Services inappropriately, Funneldash reserves the right to, in its sole discretion and at any time, take any or all of the following actions:
When not otherwise obligated by regulatory or compliance considerations, Funneldash will use reasonable efforts to provide you with notice of any such actions.
Your browsing and interaction on a third-party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, (I) IN NO EVENT SHALL FUNNELDASH, ITS SUBSIDIARIES, PARENTS, AND OUR AND THEIR RESPECTIVE OFFICERS, OWNERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSEES, DISTRIBUTORS, SUPPLIERS, LENDERS, LENDING SOURCES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “FUNNELDASH PARTIES”) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT FUNNELDASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND (II) THE TOTAL LIABILITY OF THE FUNNELDASH PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL FEES PAID TO FUNNELDASH BY YOU IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the Funneldash Parties shall be limited to the greatest extent permitted under applicable law.
PROVIDE THE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE FUNNELDASH PARTIES ARE NOT RESPONSIBLE FOR YOUR OR FUNNELDASH’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, FUNNELDASH, OR ANY THIRD PARTY.
No guarantee is made to you that you will benefit in any manner from the Services. Third party decisions and terms are outside of Funneldash’s control and Funneldash specifically disclaims any obligation or liability in connection with any products and services provided by third parties whether or not such products and services are obtained in connection with the Services.
Over the products or services that are paid for using the Services and Funneldash cannot ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. Funneldash does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Funneldash will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Funneldash makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
To the extent permissible by applicable law, (i) you specifically acknowledge that you are solely responsible for payment of any debts incurred through the Credit Accounts and hereby waive and release any claims you may have against us, (ii) furthermore, you agree to defend, indemnify and hold the Funneldash Parties harmless (including payment of reasonable attorney’s fees) against any claims, actions, judgements, damages, losses, penalties, liabilities, costs and expenses (including attorneys’ fees) of whatever kind and nature imposed on, incurred by, or asserted against us or the foregoing parties arising out of, in connection with, or relating to (a) your breach of any provision of this Agreement, the General Terms and any other documents or policies set forth herein or therein; (b) any actions taken by Funneldash pursuant to your instructions; (c) your use of the Funneldash Services or any services provided by third parties in connection with the Funneldash Service; (d) your obligations to pay fees or fines to Funneldash or any third parties; (e) your negligence or willful misconduct (including that of your affiliates, employees, contractors, agents or other representatives); and (f) all third-party indemnity obligations that Funneldash incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
You may request the closure of your Account at any time by emailing Funneldash at email@example.com. Funneldash also reserves the right to close your Account at any time with or without notice to you for any reason (including failure to pay Fees or inactivity). You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to Funneldash.
You may not close your Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review in accordance with Section 8. All scheduled payments for which you have not yet been debited at the time of Account closure will be considered cancelled.
Unless otherwise set forth in a Service Order, the initial term of the Service shall be three (3) years (the “Initial Term”). If you do not provide us with at least ninety (90) days written notice of non-renewal prior to the end of the Initial Term or any renewal term (as applicable), then the term shall automatically renew for additional twelve (12) month periods.
If you can reasonably establish that we have materially failed to provide the Services, you may give us written notice of such alleged failure (the “Material Breach Notice”). We shall then have ninety (90) days to cure such failure from the date of receipt of the Material Breach Notice (the “Cure Period”). If during the Cure Period we fail to materially cure such failure going forward then you may terminate the Services upon written notice to us at the end of such 90-day Cure Period. GIVEN THE RESOURCES AND EFFORTS THAT WE ARE REQUIRED TO EXERT ON OUR BEHALF DURING OUR RELATIONSHIP, YOU ACKNOWLEDGE AND AGREE THAT (I) YOU SHALL NOT HAVE ANY OTHER RIGHT TO TERMINATE THIS AGREEMENT OR OUR RELATIONSHIP WITH RESPECT TO THE SERVICE, AND (II) AS SET FORTH IN SECTION 3.7, YOU SHALL NOT USE ANY AD PAYMENT SERVICES OF ANY OF FUNNELDASH’S COMPETITORS DURING THE TWELVE (12) MONTH PERIOD AFTER TERMINATION OF THIS AGREEMENT.
Funneldash, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that Funneldash reserves the right to terminate the Services at any time without any obligation or liability. Funneldash will try to notify you in advance, but is not obliged to do so.
To the extent permissible by applicable law, during the term of this Agreement and for a period of one (1) year thereafter, you agree that you will not (a) employ or solicit any employee of Funneldash with whom you had contact or became aware of through the Services; (b) engage or solicit any contractor of Funneldash with whom you had contact or became aware of through the Services in any manner that could reasonably be expected to adversely affect either such contractor’s provision of services to Funneldash or its business, or (c) compete in any manner with Funneldash and/or its Services; provided, however, that, notwithstanding the restrictions in clauses (a) and (b) of this sentence, you may (i) employ, solicit or engage any persons or contractors who are no longer employed or engaged by Funneldash at the time of first contact with them, or (ii) engage in general solicitations of employment not specifically directed at Funneldash employees and employ individuals that contact you as a result of any such solicitation.
In the event you, in connection with the Service, are granted access to, receive information or enter into any relationship or agreement with any of Funneldash’s vendors, suppliers, lenders and partners (collectively, “Funneldash Partners”), you acknowledge that such Vendors shall be and remain solely Vendors of Funneldash. During the term of this Agreement and for one (1) year thereafter, without Funneldash’s prior written consent you shall not directly or indirectly substitute, replace, divert, or circumvent, or attempt to substitute, replace, divert, or circumvent, Funneldash’s business with you or Funneldash’s business with its Vendors, or aid or assist any third party to do so, or attempt to seek or cause Funneldash’s Vendors to decline, refuse, or reject to do business with or through Funneldash or to decrease the amount of business done with or through Funneldash. You shall cause your affiliates and subsidiaries (as applicable) to comply with the non-solicitation and non-circumvention provisions herein as if each such affiliate or subsidiary were the applicable Party.
All information and communications (verbal, written, or otherwise) (i) between Funneldash and you, and (ii) arising out of, or in connection with, the Services (collectively, “Confidential Information”) shall be deemed confidential. You shall not at any time (either during or after the term of this Agreement), disclose any such Confidential Information, except with Funneldash’s prior written consent. Furthermore, you agree to refrain from making any disparaging, slanderous, or defamatory statements, or any statement which can reasonably be construed as disparaging, slanderous, or defamatory, that may potentially result in harm to Funneldash’s business, financial condition and/or reputation. This provision shall remain in effect even after the termination of this Agreement. Violation of this provision shall constitute a material breach of this Agreement. You acknowledge and agree that Funneldash shall be entitled to seek injunctive relief any jurisdiction in order to enforce the provisions set forth in this paragraph.
Because the Services are provided electronically, you agree that Funneldash may provide important information electronically. Funneldash will issue the following information and disclosures (“collectively, “Communications”) electronically via the Funneldash Services or via electronic mail (“email”):
• Disclosures or notices provided in connection with the Services, including any required by applicable law;
• Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services;
• Transaction history information, and
• Any other communications related to the Services or your Account.
Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.
Although Funneldash reserves the right to provide Communications in paper format at any time, you agree that Funneldash is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.
You can withdraw your consent to receive most Communications from Funneldash by emailing us at firstname.lastname@example.org or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. Funneldash also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after Funneldash has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Funneldash in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.
You have a right to receive Communications in paper form. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you. Funneldash will provide paper copies free of charge. Requests to receive any paper copy may be made by mailing a written request to: 3006 Pearce Road, Austin, Texas 78730. We will provide a replacement Communication within fifteen (15) business days. In order for us to send you a paper copy of a Communication, you must have a current mailing address on file in your Account.
In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the "Sign Up" button, you are confirming to Funneldash that you have the means to access, and to print or download, Communications.
By entering into this Agreement or using the SERVICES, you agree to receive TEXT MESSAGES FROM FUNNELDASH AT THE TELEPHONE NUMBER THAT YOUREE THAT TEXTS may be generated by automatic telephone dialing systems. TEXT MESSAGES from FUNNELDASH may include but are not limited to: operational communications concerning your Account or use of the Services, updates concerning new and existing features of the Services, and communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
If you wish to opt out of promotional texts, you may text “STOP” to 347-706-5297 from the mobile device receiving the messages. You acknowledge that you are not required to consent to receive promotional texts as a condition of using the Services. If you wish to opt out of all texts from Funneldash (including operational or transactional texts), you can text the word “STOPALL” to 347-706-5297 from the mobile device receiving the messages, however you acknowledge that opting out of receiving all texts may impact your use of the Services.
In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). Funneldash may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant Funneldash a worldwide, perpetual, nonexclusive, sublicensable, transferable, fully-paid, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Funneldash the Feedback and that the use of the feedback by Funneldash will not violate, infringe otherwise misappropriate any third-party rights.
If you have a Claim with one or more Recipients or other third parties, to the extent permissible by applicable law, you release the Funneldash Parties (including our and their officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such Claims.
This Agreement shall be governed by the law set forth in the General Terms. Any disputes related to the Services shall be resolved in accordance with the arbitration provisions set forth in the General Terms.
“Funneldash”, and all logos related to Funneldash, are either trademarks or registered trademarks of Funneldash or its licensors. You may not copy, imitate or use them without Funneldash's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Funneldash. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Funneldash website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Funneldash and its licensors.
Funneldash shall not be liable for any issues or delayed performance caused by circumstances beyond Funneldash's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.
You may not transfer or assign any rights or obligations you have under this Agreement without Funneldash's prior written consent. Funneldash reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
If Funneldash fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.
Unless otherwise stated in this Agreement, notices, inquiries, and requests to Funneldash should be emailed to email@example.com. Please note that email communications sent to Funneldash for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identify verification in order to obtain information or change settings.