TORIIA TERMS OF SERVICE

Last Updated: April 1, 2018

These Terms of Service (the “Terms”) establish a legally binding contract between you and Toriia (the “Company”, “us”, “we”, or “our”) governing your use of the Company’s services. To access any of the Company’s services (the “Services”), you must agree to these Terms and the Company’s Privacy Policy, so please read all of the Terms carefully.

 

The Company may amend these Terms at any time by posting a revised version on www.toriia.com and on the TORIIA mobile application.

 

1. The Toriia Services:
The Company provides Users with certain payment functionality through its Application (the “App”) that gives you the ability to send and receive electronic payments to other App users. These services are enabled by Dwolla’s Access API Service. Dwolla is the provider of User Accounts. Funds held in a User Account are held by Dwolla’s Financial Institution Partners as set out in the Dwolla Terms of Service. Funds transfers are performed by Dwolla’s Financial Institution Partners based on instructions issued through the App. You may fund transactions through the App by (a) requesting a transfer from your User Account balance held by Dwolla’s Financial Institution Partners, or (b) requesting a direct transfer from your linked bank or credit union account (“linked Bank Account”).

In order to use the App’s payment functionality, Users must open a User Account provided by Dwolla. This involves entering into a contractual relationship with Dwolla including the Dwolla Terms of Service and Dwolla Privacy Policy. A User Account, however, can only be accessed and managed through the Company’s App. Notifications of User Account activity will be sent by the Company, not Dwolla.

To enable these services, the Company must share data with Dwolla for the purposes of opening and managing the User Account. You are responsible for providing accurate and complete information for these purposes. By agreeing to these Terms, you acknowledge that you understand and accept the Dwolla Terms of Service and Dwolla Privacy Policy, available at www.dwolla.com/legal/tos/, in addition to these Terms and the Company’s Privacy Policy.

In certain instances, the Company may require you to provide additional data to validate or complete the opening of a User Account and you agree to provide such data.

 

2. Eligibility:
Users must be 18 years or older and residents of the United States of America. You agree that you will not open or attempt to open a User Account if you do not meet these criteria. Company will terminate the Account of any User that does not meet the eligibility criteria. Company may ask that you provide certain information to confirm your identity, and you agree to provide such information.

 

3. Password security:
You are responsible for keeping your Account login information and password secure. If you share your Account credentials with another person, you are responsible for all activity that person conducts using your Account, regardless of whether or not you authorized the activity. Toriia will never ask you for your Account credentials.

 

4. Customer Bank Account verification:
To enable the Company’s payment functionality provided by Dwolla, Users must link a bank or credit union account at a state or federally chartered institution (“Bank Account”) to their User Account.

Your ownership of the Bank Account must be verified before access to the payment functionality of the App is enabled. This may be accomplished by Company through one or more of the following methods:

• Micro deposit verification – provided by Dwolla

• Instant account verification – provided by Plaid

• Other commercial reasonable account verification methods

In certain instances, the Company may require you to provide additional data to verify ownership of a linked Bank Account and you agree to provide such data. Users are currently only able to link one Bank Account.

 

5. Transfer, Deposit, and Withdrawal Limits:
Users will have a transfer limit of $1,000.00 per transfer. Company may, at its discretion, impose additional limits on the transactions you conduct through the Services. These limits may change from time to time in Company’s sole discretion.

 

6. Funding Sources:
Your Account balance consists of the funds you have in your User Account balance that are available for new transactions and are not subject to pending transactions.
When you make a payment through the App, we first see if your Account balance can cover the transaction. You may also be able to fund payments with a bank account or credit union account.
Unless otherwise specified by you, we use your Account balance first if the balance is sufficient to cover your payment. If there is not enough money available in your Account balance to cover the transaction, we use your designated primary funding source to make the payment in its entirety. This funding source may differ depending on the type of payment you are making. If there is not enough money available in your designated primary funding source to make the payment, we will not complete the transaction.
To manage risk, we may limit the funding sources available for your use to fund your Account or any particular transaction.

 

7. Bank Fees:
You are solely responsible for complying with any terms set by your bank or credit union with respect to your bank or credit union account, including any fee terms, such as non-sufficient fund or overdraft fee terms. If you are entitled to a Reversal (as defined below), refund, or other adjustment associated with a payment you made using the Services, you also authorize Toriia, Dwolla, and our Financial Institution Partners to credit your linked Bank Account to complete that transaction.

 

8. Automated Clearing House Clearing Times.
If you link a bank or credit union account to your Account, you may add funds to your Account, withdraw money from your Account, or send a payment using your linked Bank Account. If you do so, you acknowledge that normal Automated Clearing House clearing times will apply. This means that the funds should generally be available to you or your recipient within 4 business days.

 

9. Negative Balances
If your User Account or linked Bank Account balance is negative, you will not be permitted to initiate transactions through the App.

 

10. Fees:
Toriia does not currently charge a fee for transactions to send money funded by your Toriia balance or linked bank or credit union account. Toriia may require or impose a fee for fund transfers, use of the service, or any other fee at a later time in Company’s sole discretion. Such fees may change from time to time in Company’s sole discretion. You may be subject to third party fees, such as but not limited to insufficient fund fees, reversal fees, or ACH insufficient fund fees that a bank may charge if your payment is rejected. Toriia is not responsible for third party fees.

 

11. Withdrawal of Consent:
You may unlink your bank account funding source at any time by logging into account, navigating to Account Settings, and selecting Manage Wallet and Unlink Bank Account. A positive User Account balance or at least one funding source must be provided to utilize the App’s payment functionality.

To withdraw all other consents provided by this agreement, you may terminate your account pursuant to the procedures below.

 

12. Account Termination:
Company reserves the right to suspend or terminate a User Account at any time, for any reason. Reasons for termination may include, but are not limited to, your violation of these Terms or any other applicable terms or policies of the Company, Account inactivity, or Company’s assessment that you pose an unacceptable risk based on Company’s confidential risk and security criteria. Company also reserves the right to modify or terminate the Services at any time, for any reason.

In addition, Dwolla, in accordance with its own risk policies, will determine, in its reasonable discretion, whether a User Account may be opened and continue to be used. Dwolla reserves the right to suspend or terminate a User Account at any time if: (a) Dwolla determines, in its reasonable discretion, that the User Account’s activities violate the Dwolla Terms, any other applicable Dwolla agreement or policy, or any Applicable Laws; (b) Dwolla determines, in its reasonable discretion, that the risk associated with the User Account is too high; or (c) for any other reason, in Dwolla’s reasonable discretion.

You may terminate your User Account at any time as long as you have no pending transaction or open disputes, by logging into your User Account on TORIIA Mobile Application selecting Settings, Manage Account and clicking DELETE. If there are no pending transactions or open disputes, a user will be able to click on “Delete Account” option and complete the request form. When an account is closed Toriia may continue to use your information consistent with Section 21 below and Toriia’s Privacy Policy as necessary to comply with our legal obligations, resolve disputes, and enforce our terms and conditions.

Closing your account with Toriia will result in suspension or deactivation of your Dwolla account; if you have questions about how Dwolla retains and uses your information, please review Dwolla’s privacy policy.

You may be required to withdraw any Balance before closing your User Account.

 

13. Legal Compliance:
By using the Services, you represent and warrant that you (i) will use the App only in compliance with applicable federal, state and local laws and regulations, (ii) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties.

 

14. Prohibited Activities:
You agree that in connection with your use of the Services and your interactions with the Company you will not:

• Breach these Terms or any other applicable terms or policies of the Company;

• Provide false or inaccurate information to the Company, including identity information;

• Engage or attempt to engage in illegal or fraudulent activities;

• Engage in transactions involving illegal goods, including but not limited to counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety (including synthetics, “potpourri not for human consumption”, and other similar items);

• Engage in transactions involving illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi and/or pyramid schemes, and money laundering;

• Engage in transactions involving debt collection services;

• Engage in transactions involving escort services;

• Engage in transactions involving the purchase and/or sale of lottery tickets;

• Engage in transactions related to online gambling, or activities regulated by FinCEN, including money services business activities and payday lending;

• Attempt to receive or actually receive duplicate compensation for a disputed payment from the recipient (such as a seller), Company, and/or your bank or credit union; or

• Engage in activity that indicates, in the discretion of Company that there may be a high level of risk associated with you, your Account, or any of your Account activity.

 

15. Unauthorized Transactions and Error resolution:
Contact Toriia immediately at support@toriia.com if you think that: (a) your 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 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 the Account statement is provided on which the suspected Error first appeared.

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

• Your name and Account number,

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

• The dollar amount of the suspected Error.

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. If we decide to do this, we will credit your Account within 10 business days for the amount of the suspected Error. If we ask you to send your inquiry by email and we do not receive it within 10 business days, we may not credit your Account. For Errors involving new Accounts, we may take up to 90 days to investigate and may take up to 20 business days to credit your Account.

Toriia will tell you the results within 5 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.

 

16. Transaction Reversals:
Any payment that you receive may be reversed if: (a) the sender requests a reversal of the payment, (b) the sender’s bank or credit union requests a reversal of the payment, or (c) Company decides a dispute against you (each a “Reversal”). You are liable for the full amount of any payment that you receive that is subject to a Reversal and the Reversal Fee, if applied.

You authorize Company to recover any Reversal amounts due by debiting your available Balance. If you have an insufficient Balance, you authorize Company to take any of the following actions to recover the remaining amounts from you:

• Debit the bank or credit union account(s) linked to your Account;

• Suspend your Account and require your immediate payment; or

• Engage in collection efforts.

 

17. Customer Support:
Customer support for all Company Services and User Account activity are provided by the Company. To contact customer support, you must log into Toriia.com select “Contact Us”, and complete the form and submit. You can also email us at support@toriia.com. A Toriia customer service representative will promptly respond to your inquiry.

 

18. Your Liability and Actions Company May Take:
You are responsible for all Reversals, claims, fees, fines, penalties, and other liability incurred by Company, other Toriia users, or third parties arising from your breach of these Terms or your use of the Company Services. You agree to reimburse Company, other Toriia users, or third parties for any and all such liability.

If Company determines, in its sole discretion, that you may have breached these Terms, that you or your Account activity presents risk or security concerns, or if Company is unable to verify your identity, we may take actions to protect Toriia and our users, or other third parties from Reversals, claims, fines, penalties, and any other liability. These actions may include, but are not limited to, the following:

a. Suspending your access to your Account and/or the Company Services;

b. Suspending your access to your funds held in a Holding Account for up to 90 days;

c. Taking action as set out in Section 16 (Transaction reversal) to recover amounts that you owe;

d. Closing your Account;

e. Contacting your bank and/or other Toriia users, law enforcement, or other impacted third parties of your actions;

f. Refusing to provide the Services to you in the future; and

g. Taking legal action against you.

Company will provide you with notice if we take any of the above actions against your Account. If Company limits or suspends your Account, Company will provide you with notice of the action.

 

19. Notice of Changes:
We may provide you with notice regarding upcoming Terms changes by email sent to your registered email address. It is your responsibility that you keep your email contact information current. In addition, Dwolla may notify you directly or through Company, of any changes to the Dwolla Terms, any service outages or other announcements, or other information Dwolla is required by Applicable Law to share with its Users.

 

20. Consent to Receive Electronic Communications:
By opening an Account and using the Services, you consent to receive all Communications from Company electronically and you confirm that you can access, receive and retain such Communications. “Communications” means all communications, terms, disclosures, notices, and statements that Company provides to you in connection with your Account and your use of the Services. Company may provide Communications to you by posting them on the Company website or by emailing you at the email address associated with your Account.

You must keep your email address updated in order to receive Communications from the Company. To update the email address associated with your Account, login to TORIIA mobile application, go to Settings, select Manage Account and Update Email.

You may withdraw your consent to receive Communications electronically by contacting the Company at support@toriia.com. If you withdraw your consent, Company may prohibit you from using the Services and may close your Account.

 

21. Consent to Share Personal and Account Information:
By accepting this Service Agreement, you consent to Company’s disclosure of your personal information and linked Bank Account information to Dwolla or other third parties for the following purposes:

• • As necessary for Dwolla to complete or resolve any payment transactions between you and other Users and for other reasons outlined in Dwolla’s privacy policy;

• To verify the validity of your linked Bank Account;

• To comply with government agency or court orders;

• To verify your identity for purposes of compliance with applicable laws, including without limitation the USA PATRIOT Act;

• To comply with inquiries in connection with fraud prevention or any investigation;

• For our internal business purposes, including, without limitation, data analysis and audits; or

• As otherwise permitted by the terms of our Privacy Policy.

22. Indemnification:
You agree to defend, indemnify and hold Company and their respective officers, directors, agents, employees, and suppliers harmless 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 Company; (b) your use of the 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.

 

23. Limitation of Liability:
IN NO EVENT SHALL COMPANY, OR THEIR 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 SERVICES, OR (III) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S LIABILITY AND THE LIABILITY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS EXCEED THE FEES COMPANY HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE SERVICES. COMPANY SHALL NOT BE JOINTLY LIABLE FOR ANY MATTERS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Toriia shall not have any liability to you for any transfers of money, including without limitation, (i) any failure, through no fault of Toriia, to complete a transaction in the correct amount, or (ii) any related losses or damages. Toriia shall not be liable for any typos or keystroke errors that you may make when using the Service.

Toriia is intended for sending money to family, friends and people with whom you are familiar. We recommend that you not use the Services to send money to persons that you do not know. You agree that you, not Toriia, are responsible for resolving any payment or other disputes that you have with any other user with whom you send money to, or receive or request money from, using the Service.

 

24. Arbitration:
You and Company (the “Parties") agree that upon the election of either of the Parties, any past, present, or future dispute relating in any way to your Account or use of the Services, or any other past, present, or future relationship or transaction between the Parties, will be resolved by binding arbitration and not through litigation in any court.

No class actions or similar process, and no joinder or consolidation of any Claim with a Claim of any other person or entity, shall be allowable in arbitration, without the written consent of both Parties. The arbitrator shall have no authority to entertain any Claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration.

 

25. No Warranty:
THE COMPANY’S SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE SERVICES IS AT YOUR OWN RISK. COMPANY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, AND PARTNERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, ANY PRODUCTS OR SERVICES THAT ARE PAID FOR USING THE SERVICES AND CANNOT ENSURE THAT ANY THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE TRANSACTION. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES 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 COMPANY OR THROUGH THE COMPNAY’S SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF SERVICES TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

26. Force Majeure:
You understand and agree Company will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond Company’s control, including, but not limited to, acts of God, acts of Dwolla or its financial institution partners, the ACH Network, embargoes, governmental acts or restrictions, strikes, riots, insurrection, wars, or other military action, acts of terrorism, civil disorders, rebellion, fires, floods, vandalism, or sabotage. In such an event, Company may suspend the Services and access to your Account.

 

27. Assignment:
You may not transfer or assign any rights or obligations you have under these Terms. Company reserves the right to transfer or assign any rights or obligations under these Terms at any time.

 

28. Applicable Law:
You agree that the laws of the State of Delaware, 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 the Company.

 

29. Complete Agreement, No Waiver, and Survival:
These Terms, along with any applicable terms and policies of Company that you have agreed to, set forth the entire understanding between you and Company with respect to the Company’s Services. Any failure of Company 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.