Terms and Conditions of Use

Updated January 21, 2019

This terms and conditions agreement is between you and Dime Payments, LLC (which we’ll shorten to “Dime”), a Georgia limited liability company, regarding your use of the services offered through our website, or any of the electronic interfaces used by you or your payors, and by utilizing our services you agree to this agreement.

1. Use of Payment Services. This agreement controls the relationship between you and Dime, and any third-party provider Dime uses to provide the 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.
2. Fees and Taxes. All fees associated with your use of the services will be invoiced to you on a monthly basis. Fees are subject to change, though we will provide you with at 30 days written notice. 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.
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. 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 IRS reporting requirements.
5. Giving Statements. 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.
6. 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.
7. Indemnification. With respect to any proceeding brought by someone other than you, (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. This obligation will extend beyond the termination or expiration of this agreement.
8. 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.
9. Dispute Resolution. While we expect everything to go well, if something does go wrong and we end up disagreeing over something in this agreement, 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.
10. 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.
11. Email. 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.
12. 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. 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. 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.
13. Using our Proprietary Information. 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 protecting our intellectual property.
14. Accounts, Passwords and Security. The services we offer 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, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. 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
15. Data Transmission. You acknowledge that data, including email and useral 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.
16. Use of Software and Apps. With the exception of common web-browsers, you agree not to use any software, program, application or any other device to access or log on to Dime’s system, or use our services.
17. 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 (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 notice. Dime reserves the right to enter into fee-sharing arrangements with applicable third-party providers. 
18. 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.
19. Texting. Dime will not be liable for any delays in the receipt of any SMS/text messages connected with these services.
20. Other Provisions.
    1. Privacy Policy. In addition to this agreement, you must accept Dime’s Privacy Policy associated with the services.
    2. 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.
    3. Entire Agreement. This document and any attachments are the entire agreement between us.
    4. 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.
    5. 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.
    6. 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.
    7. 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.
    8. 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.
       
    9. 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.
    10. 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.
    11. Waiver. Neither of us will be considered waiving any part of this agreement unless it is provided to the other party in writing.
    12. 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.
    13. 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.