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DLM Online Payment Module Terms of Service Last Updated: July 8, 2019

 

The DownHome Solutions Terms of Service (“Terms”) is a legally binding agreement between you and DownHome Solutions, LLC. and apply to your use of the “Online Client Portal Module” and the “Online Payment Module”, which are add-on software modules to the DownHome Loan Manager software platform.

 

DownHome Solutions, LLC. offers the “Online Client Portal Module” and “Online Payment Module” (the Modules) to allow You (the Lender) to receive money electronically from your Borrowers by using an Internet connection. Funds transfers are initiated by our software application and transmitted through third party provider, Dwolla, Inc., which in turn partners with other financial institutions to complete the transfer of money.

 

It is important that you read and understand these Terms as they govern your use of the Modules. By accessing or using the Modules, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately stop using the Modules. We may amend these Terms at any time by posting a revised version on www.downhomesolutions.com or any other website we maintain for purposes of providing the Modules. Amended Terms are effective at the time we post them and your continued use of the Modules constitutes your acceptance of any amended Terms. We may provide you with notice regarding upcoming Terms changes by email. Capitalized terms used in these Terms have the meaning assigned to them in Section    (Definitions).

 

These Terms are in addition to the Subscription Agreement between you and DownHome Solutions, LLC., which applies to the use of its DownHome Loan Manager software and all of its add-on modules, including these Modules. These Terms do not replace or nullify any terms of the Subscription Agreement, all of which remains in force.

 

By accepting these Terms, you further agree to accept the terms of service (TOS) of third party provider Dwolla, Inc. whose software services and the services of its financial institution partners are used by the Modules.

 

Using the Modules.

DownHome Solutions, LLC. provides the Modules on a subscription basis. These Modules give You the ability to receive electronic payments from Borrowers. The Modules include Admin Features that You will use to receive payments and Borrower Features that Borrowers will use to send payments.

 

The Admin features give You the ability to:

  1. Specify Your bank accounts to receive Borrower payments

  2. Authorize Borrowers to use the Borrower features to send payments

  3. Approve and process payments when submitted by Borrowers

The Borrower features give a Borrower the ability to:

  1. Specify Borrower bank accounts from which payments are made

  2. Submit a payment request, including the amount and date they wish to make a payment

  3. Receive notice when their payment is approved, received, and/or denied.

 

In order for You to use the Admin Features of the Modules, you will be required to create an account with third party provider Dwolla, Inc. This will require you to additionally accept Dwolla terms of service (TOS). The Admin login screen will require such acceptance before You will be able to access these features.

 

In order for Borrowers to use the Borrower Features of the Modules, each Borrower will be required to accept the DownHome Solutions terms of service (TOS) and Dwolla terms of service (TOS) that apply to a Borrower Features of the Modules. The Borrower login screen will require such acceptance before the Borrower will be able to access these features.

 

By accepting these Terms, you acknowledge that you accept the Dwolla terms of service (TOS) that apply to the Admin features of the Modules. You also acknowledge and agree that a Borrower will be required to accept the TOS that apply to the Borrower features of the Modules and will not be permitted to use such features unless they accept the TOS.

 

Privacy.

Your privacy is very important to DownHome Solutions, LLC. When you subscribe to DLM Online Client Portal and Online Payment module, You confirm that you have read and accepted the DownHome Solutions Privacy Policy.

 

Password security.

You are responsible for keeping Your Admin login information secure. If you share Your credentials with another person, You are responsible for all activity that person conducts using Your Admin account, regardless of whether or not You authorized the activity. DownHome Solutions, LLC. will never ask You for Your login credentials.

 

Consent to receive electronic Communications.

Communications. By using the Modules, You consent to receive electronic Communications generated by the Modules you confirm that You can access, receive and retain such Communications. “Communications” means all communications, terms, disclosures, notices, and statements the Modules provide to you in connection with your Admin Account and your use of the Modules. Such Communications may be sent through the messaging system within the Admin features of the Modules or by emailing them to you at the email address associated with Your Admin account.

 

Notices to you.

A Communication will be considered to be received by you within 24 hours after the time we post it to our website or email it to you.

User conduct.

Restricted activities. You agree that in connection with your use of the Modules and your interactions with DownHome Solutions, LLC. you will not breach these Terms or any other applicable terms or policies of DLM software services that you have accepted; and you will not provide false or inaccurate information to DownHome Solutions, LLC, including identity information.

 

Your liability and actions we may take.

 

Your liability. You are responsible for all Reversals, claims, fees, fines, penalties, and other liability incurred by Dwolla, our Financial Institution Partner, other Dwolla users, or third parties arising from your breach of these Terms or your use of the Dwolla Services. You agree to reimburse Dwolla, our Financial Institution Partner, other Dwolla users, or third parties for any and all such liability.

 

Unauthorized transactions and Error resolution.

Notify DownHome Solutions, Inc. of payment errors in the use of the Modules. Contact DownHome Solutions, Inc. immediately at support@downhomesolutions.com or

1-206-634-0884 if you think that: (a) your Dwolla Account has been accessed without your authorization, (b) a transaction that you did not authorize has occurred, (c) a transaction has been processed incorrectly to or from your Account, or (d) your Account statement contains an error regarding your transaction history (each, an “Error”). If you give someone access to your Admin Account and that person conducts transactions without your authorization, these transactions are not considered Errors, unless you are the victim of a phishing attack or similar exploit. We must hear from you within 60 days after You receive an Account statement on which the suspected Error first appeared.

 

How to notify DownHome Solutions, Inc.

When you notify us of the suspected Error, please provide:

  • Your name (authorized lender official)

  • Your Lender Name (the name of your organization)

  • The nature of the suspected Error and why you believe it is an Error, and

  • The dollar amount of the suspected Error.

If you notify us by phone, we may require that you send us your inquiry by email within 10 business days.

 

Investigation by DownHome Solutions, LLC.

We will determine whether an Error occurred within 10 business days after you notify us and will correct any Error promptly. If we need more time, we may take up to 45 days to investigate.

 

Investigation results.

Dwolla will tell you the results within 3 business days after completing our investigation. If we decide that there was no Error, we will provide you a written explanation. You may ask for copies of the documents that we used in our investigation.

 

Termination.

By you. You may stop using the software services at any time.

 

By us. We may close your Account or terminate your access to the Modules, without liability, for any reason, upon notice to you. Reasons for termination may include, but are not limited to, your violation of these Terms or any other applicable terms or policies of DownHome Solutions, LLC. DownHome Solutions, LLC. also reserves the right to modify or terminate the DownHome Solutions terms of services at any time, for any reason.

 

General terms.

 

Indemnification.

You agree to defend, indemnify and hold harmless DownHome Solutions, LLC., Dwolla, our Financial Institution Partner, and our and its respective officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of these Terms or any other applicable terms or policies of Dwolla or our Financial Institution Partner; (b) your use of the Dwolla Services; or (c) your negligence or willful misconduct; and/or (d) your actual or alleged violation of any third party rights, or any applicable laws, regulations or rules.

 

Limitation of liability.

IN NO EVENT SHALL DOWNHOME SOLUTIONS, LLC., DWOLLA, OUR FINANCIAL INSTITUTION PARTNER, OR OUR OR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THESE TERMS, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE MODULES, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE MODULES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER DOWNHOME SOLUTIONS, LLC., DWOLLA OR OUR FINANCIAL INSTITUTION PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DOWNHOME SOLUTIONS, LLC., DWOLLA OR OUR FINANCIAL INSTITUTION PARTNER’S’ LIABILITY AND THE LIABILITY OF OUR AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS EXCEED THE FEES DOWNHOME SOLUTIONS, LLC. OR DWOLLA HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE MODULES.

DOWNHOME SOLUTIONS, LLC. DWOLLA, AND OUR FINANCIAL INSTITUTION PARTNER SHALL NOT BE JOINTLY LIABLE FOR ANY MATTERS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

No warranty.

THE MODULES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE MODULES IS AT YOUR OWN RISK. DOWNHOME SOLUTIONS AND OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DOWNHOME SOLUTIONS DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, ANY PRODUCTS OR SERVICES THAT ARE PAID FOR USING THE DOWNHOME SOLUTIONS SERVICES AND CANNOT ENSURE THAT ANY THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE TRANSACTION. DOWNHOME SOLUTIONS DOES NOT REPRESENT OR WARRANT THAT THE MODULES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DOWNHOME SOLUTIONS, LLC. WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. DOWNHOME SOLUTIONS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS USING THE MODULES. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

Force majeure.

You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, DownHome Solutions, LLC. may suspend the use of the Modules.

 

Assignment.

You may not transfer or assign any rights or obligations you have under these Terms. DownHome Solutions, LLC reserves the right to transfer or assign any rights or obligations under these Terms at any time.

 

Applicable law.

You agree that the laws of the State of Washington, without regard to principles of conflict of laws, govern these Terms and any claim or dispute that has arisen or may arise between you and DownHome Solutions, LLC., Dwolla, and/or its Financial Institution Partner.

 

Complete agreement, no waiver, and survival.

These Terms, along with any applicable terms and policies of DownHome Solutions, LLC. that you have agreed to, set forth the entire understanding between you and DownHome Solutions, LLC. Any failure of DownHome Solutions, LLC. to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any provision of these Terms held to be invalid or unenforceable under applicable law shall be struck, and the remaining provisions will continue in full force and effect.

 

Definitions.

“Account” means an Admin Account, Borrower Account, Business Bank Account, Personal Bank Account, Government Account, or Non-profit Account.

 

“Application” means the platform, website, and/or application used to provide and manage the experience related to the sending and receiving of payments.

 

“Business Account” means an Account established primarily for business purposes and not primarily for personal, family, or household purposes.

 

“Communications” means the communications described in Section 2.1 (Communications).

 

“Dispute” means a dispute claim filed with Dwolla as described in Section 10.1 (Dispute resolution).

 

“Dwolla” means Dwolla, Inc. and its successors, affiliates, or assigns.

 

“Dwolla Services” means all products and services, including Accounts, offered by Dwolla through our websites, applications, or through any other means.

 

“Financial Institution Partner” means Veridian Credit Union and its successors, affiliates, and assigns.

 

“Government Account” means an Account established by a government entity primarily for government purposes and not for personal, family, or household purposes.

 

“The Modules” means the Online Client Manager Module and the Online Payment Modules, which are add-on module to the DownHome Loan Manager software system.

 

“Non-profit Account” means an Account established primarily for non-profit purposes and not for personal, family, or household purposes.

 

“Terms” means these DownHome Solutions Terms of Service, as may be amended from time to time.

 

“Us”, “we” or “our” refers to DownHome Solutions, Inc..

“You” or “your” means any person or entity using the Admin features of the Modules as a subscriber or on behalf of a subscriber to the DownHome Loan Manager software system.