April 16th 2024
These General Terms of Service ("Termsˮ), together with the documents and policies incorporated and referenced in these Terms, are a contract (the"Agreementˮ) between You ("Youˮ,"Yourˮ, "Yourselfˮ), and Tola Inc. ("Tolaˮ,
"Weˮ,"Us, or "Ourˮ). This Agreement governs Your use of or interactions with Tolaʼs products and services (collectively, the"Servicesˮ). All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated.. Tola is a financial technology company, not a bank. The Tola bill payment services are provided by Patriot Bank, N.A., Member FDIC (the "Bank"). (Tola may select a substitute banking service provider at its option and discretion).
By electronically accepting this Agreement or by creating a Tola account or using the Services after the Effective Date of these Terms, You consent to and agree to comply with these Terms.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY TOLA
SERVICES. If You do not agree to this Agreement, do not use the Services.
When You agree to these Terms, You do so on behalf of Yourself and any person that You entitle or authorize to use Your Tola account as well as on behalf of Your Clients and Your Suppliers to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.
USING THE SERVICES ON BEHALF OF ANOTHER. If You use the Services on behalf of an entity (an "Organizationˮ), You represent and warrant that You are authorized and empowered by that Organization to agree to these Terms and accept this Agreement on behalf of the Organization, accept this Agreement on behalf of the Organization and use the Services on behalf of the Organization.
AGREEMENT TO ARBITRATE. You understand that this Agreement contains an agreement to arbitrate disputes ("Agreement to Arbitrateˮ), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.
The Services. The Services includes a platform that enables You to send payments via multiple methods to third parties including all vendors and external counterparties. Your "Suppliersˮ or"Vendorsˮ), receive payments from third parties Your "Clientsˮ), and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable and accounts receivable electronically.
Eligibility to Use the Services. You represent and warrant that:
You have not previously been suspended or removed from the Service
All users (each, a "User") are at least 18 years of age and of sound mind and with full authority granted by you in writing
You will provide any and all documentation as requested by Tola, included as needed to verify identity and risk.
Updates to the Services. Tola reserves the right to: update the Service; and/or make new applications, functionalities or features available through the Services, the use of which may be contingent upon Your agreement to additional Terms and/or Services fees. Tola reserves the right to discontinue the Service, or certain applications, functionalities, or features, for any reason at any time, in Tolaʼs sole discretion, without any liability to You.
Third Party Service Providers. You grant to Tola and We reserve the right to use third parties to provide or enhance the Services. If Tola uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Services under this Agreement, except in cases where Tola has been subject to negligent, grossly negligent or intentional fraudulent activities, or unable to provide the Services due to a Third Party. You acknowledge that due to changes made by a third party provider we may not be able to offer our Services, and will not hold us liable in any way in such situations.
Account Creation and Credentials. To use the Service, You may be required to register a Tola account and/or to register as a User, subject to acceptance by Tola and its banking partners in their sole discretion. To do so, You will be required to provide Us with information, including but not limited to Your name, email address, address and other information. You will also be required to provide us with information about Your Organization. You agree that the information You provide to Us is accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code (collectively, the Userʼs "Credentialsˮ). Each User agrees to keep User Credentials confidential and secure, and Users will not give or make Credentials available, directly or indirectly, to any unauthorized individual. Users are solely responsible for maintaining the confidentiality of Credentials, and to the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Credentials, whether authorized or not. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Credentials, with or without permission, the User is authorizing that person to use the Services, and You will be responsible for all transactions that result from such access, even if You did not want the transactions performed, and even if they are fraudulent or unauthorized. All such services are provided AS IS and AS AVAILABLE and may be interrupted from time to time beyond our control, including from system outages or Acts of God.
Lost or Compromised Account or Credentials. You agree to immediately notify Tola if You believe that Your Tola account has been compromised or accessed without authorization, that someone has attempted or may attempt to make or request payments through Your Tola account without authorization, or that User Credentials have been lost or compromised.
Reasonable Security Procedures. You acknowledge and agree that the security procedures provided by Tola are a reasonable method of verifying Your identity and payment instructions.
Access through Third Party Platforms. If Users choose to access Your account through a third party platform, You are making a determination that the third party platform and its login protocol are sufficiently secure to protect User Credentials and Your Tola account, and You accept full responsibility and liability if access through the third party platform leads to the compromise of User Credentials or Your account.
Responsibility over transfer details. You agree to be bound by all payment instructions or transactions initiated in compliance with Tolaʼs security procedures and this Agreement, whether or not authorized. To the extent allowed by law, You agree that You will be liable for all losses or payments resulting from the loss, compromise, or unauthorized use of Your Tola account or User Credentials, unless You have notified Tola of possible Credential loss or compromise and We have had a reasonable time to take action following that notice. You will also be responsible for any losses or unauthorized payments resulting from any compromise of Your systems. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law. Upon Your timely report, We may, at our sole discretion, use measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf. Tola will have no responsibility, obligation, or liability in relation to such payments, transfers, recovery attempts or reversal.
License We Grant to You. Subject to this Agreement, including payment of all Services fees, Tola grants You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Services, including without limitation the software that enables the Services, together with any updates, bug fixes, and other related materials that Tola provides to You (collectively, the "Software"), solely for Your own use for so long as You are authorized to use the Services. You acknowledge and agree that if You are in violation of this Agreement, Tola or its banking partners may, in their sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Services. In this context, You are a licensee only, and are not in a partnership or joint venture with Tola.
Reservation of Rights by Tola. Tola reserves and retains all rights in the Services not expressly granted to You in this Agreement. The Services is protected by copyright, trade secret, and other intellectual property laws. Tola and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Services and all copies thereof. This Agreement does not give You any rights in Tola's or its licensorsʼ intellectual property, including its trademarks or service marks.
Acceptable Use Policy. You represent and warrant that You will not use the
Services in connection with any business or industry prohibited under Tolaʼs Acceptable Use Policy. Tola reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. You are solely responsible for ensuring that Your use of the Services complies with the current Acceptable Use Policy.
Service for Authorized and Lawful Purposes Only. You agree that You will use the Services only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not:
access, monitor, or attempt to access or monitor any Tolaʼs materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement
copy, reproduce, republish, upload, post, transmit, or distribute in any way material or content from the Services
perform or attempt to perform any actions that could interfere with the proper operation of the Software or Services, prevent access to or use of the Software or Services by Tolaʼs other licensees or users, or impose an unreasonable or disproportionately large load on Tola's infrastructure;
intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
work around any technical limitations in the Software or Services, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
perform any fraudulent activity, including but not limited to money laundering, impersonating any person or entity, claiming a false affiliation accessing any other account without permission, or falsifying Your information;
export the Service, which may be subject to export restrictions imposed by US law;
use or upload any harmful, obscene, abusive or offensive language through the Service;
use or alter any intellectual property of Tola, except as permitted under this Agreement;
transfer or assign the rights granted to You under this Agreement; attempt to reverse engineer our Services; fail to notify Tola of any data breach with your system; compete with our Services; or otherwise use the Services except as expressly allowed under this Agreement.
No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without Tolaʼs written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. Tola may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will insure to the benefit of the successors and permitted assigns of the parties.
No Marketing. If Tola provides You with information about another user of the Services, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another userʼs information for any purpose unrelated to Your use of the Services. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific user to do so.
No Office of Foreign Assets Control ("OFACˮ Sanctions. You represent and warrant that You are not located in a country that is subject to U.S. Government sanctions, embargos, or that has been designated by the U.S. Government as a Specially Designated National SDN or "terrorist supportingˮ country; and You are not listed on any U.S. Government list of prohibited or restricted parties.
HIPAA. You acknowledge and agree that Tola is not, and will not at any time be, a "business associateˮ of any user of the Services, including You, for the purposes of The Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAAˮ). You agree that You will not send or transmit any electronic "Protected Health Informationˮ ("ePHIˮ, as defined in HIPAA to Tola or otherwise in any manner through the Services. You are solely responsible for ensuring that Your use of the Services complies with all applicable laws and regulations, including HIPAA. If We become aware that You have sent or transmitted ePHI in any manner through the Services in violation of this Agreement, We may delete the ePHI without any liability or notice to You, and You agree to pay any costs or fees associated with that ePHI deletion.
Prohibited Use. You acknowledge and agree that You will not use the Services in connection with the following businesses, business activities or industries, including but not limited to:
Authorization to Access Account and Card Data on Your Behalf. By creating a Tola account, You expressly authorize us to act on Your behalf as Your agent and representative to access Your consumer financial information in Your Account and Card pursuant to Section 1033 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Through this authorization, we will collect information about Your financial transactions on Your Account and Your Card for the purpose of facilitating the Program and Your participation in it. Your consumer financial information will be collected, maintained, stored, and shared in accordance with our Privacy Policy available at https://usetola.com/legal/privacy-policy (or any redirect).
For the purposes of the foregoing, Tola is acting as an agent of the Bank, and Tola is not responsible for such bankʼs actions or omissions. The term "partnerˮ is used colloquially and does not imply a legal partnership.
Right to Refuse to Make Payment. You grant to Tola and its banking partners and We reserve the right to limit or to refuse to make any payment initiated or requested through the Services, in Our reasonable discretion, without any liability to You.
Transaction Limits. When You use the Services, You grant to Us (including our banking partners) and We reserve the right, in Our sole discretion, to impose limits on the amount of money sent through the Services and to change those limits at any time, without any liability to You. If We impose or change such limits, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.
Right of Set Off. To the extent permitted by law, You grant to us the right to apply or set off any money or credit balance in which You have an interest and which is in our possession, custody or control, in satisfaction of any amounts or liabilities that You owe to Us.
Marketing. To the extent permitted by law, You agree and consent that Tola may list or identify You as a Customer of Tola, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by contacting Tola.
Right to Contact You. As permitted by law, Your use of or interaction with the Services provides Your consent to receive informational calls and text messages from Tola at any telephone number provided to Us in connection with Your Tola account. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Policy, including to provide multi-factor authentication, notify You regarding Your account, help You with Your Tola account, or resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from Tola at any time by contacting Tola.
Recording of Telephone Calls. You understand and agree that Tola may, in its sole discretion, itself or using a third party service, monitor any telephone calls between You and its employees, contractors or agents for purposes of quality control and for Tolaʼs own protection. If You do not consent to the recording of telephone calls by Tola, do not engage with Tola by means of a telephone call.
Account Termination. Tola and its banking partners reserve the right to suspend or terminate Your account or Your access to the Services at any time, for any reason including but not limited to for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity, in Our reasonable discretion, without any liability to You. If We suspend or terminate Your account or access to the Services, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.
Know Your Customers. We reserve the right to refuse to allow any User, Supplier or Client to use or participate in the Services. This may include refusal for certain Users, Suppliers or Clients who previously utilized the services in the past. This may include cases in which we are unable to obtain or verify information relating to identity or financial condition, such as identifying information for an Organizationʼs representatives or beneficial owners. Notwithstanding any steps that We take to verify the information provided to Us, You represent and warrant that all information You provide is complete, truthful, accurate, and up-to-date.
Review of Accounts and Payments. You grant to Tola and its banking partners the right to review or place on hold any account or any payment requested through the Services for any reason, including but not limited to credit and fraud risk, compliance with applicable laws, combating terrorist financing laws and OFAC sanctions. In Our discretion, Tola may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, an account, a User, an Organization, a Client, a Supplier, or any related facts or circumstances. Tola reserves the right to take any appropriate action, including canceling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.
Security Interest: To secure your payment and performance obligations when utilizing Tola financing services or if you initiate transactions that are later viewed by Tola as fraudulent, You hereby grant to Tola a first priority lien and security interest in Your assets, including all accounts, inventory, equipment, payment intangibles, goods, general intangibles (including intellectual property such as copyrights, patents and trademarks), and all proceeds of the foregoing. In cases of fraud against Tola, you agree to assume personal liability for losses incurred by Tola should security interest not sufficiently cover obligations to Tola.
Reports. You acknowledge that We and our banking partners may make appropriate reports regarding payments made through the Services, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, as required or permitted by law, and We will cooperate with the appropriate authorities in any resulting investigation or prosecution.
Ownership of User Data. Except as otherwise provided in this Agreement, We do not claim ownership of any User Data.
No Liability. Subject to Our Privacy Policy, You agree that Tola (and the service providers Tola contracts with to offer its services and its banking partners) will have no responsibility or liability with respect to any User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Services, including with respect to any User Data that Your request to have deleted from the Service, other than as provided under this Agreement.
Access to User Data. If You upload, store, share, or otherwise process documents, information, data and other content ("User Data") or synch User Data from Your accounting software to the Services, You consent to Tolaʼs access and processing of User Data in accordance with Our Privacy Policy, this Agreement, the settings on Your Tola account, or the features of the Services You elect to use. Tola reserves the right to remove or delete User Data from the Services for any reason, including but not limited to determinations about financial position made by data uploaded, stored, or otherwise processed, or if the User Data violates this Agreement or applicable law, in Tolaʼs reasonable discretion, without any liability to You. We may share User Data with third parties, including in an effort to help improve our Services.
No Monitoring. You acknowledge and agree that Tola has no responsibility to monitor or police Your use of the Services, including but not limited to communications, information or data transmitted through the Services, such as User Data, and Tola will not be responsible for the content of any such communications, data or transmissions. However, Tola reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.
Access to Technical Data. You agree that Tola may collect and use technical data and related information, including but not limited to information about Your devices, systems and application software, and peripherals, to provide You with the Services, Software updates, product support, risk and fraud management and other aspects of the Services, and to track and report Your activity inside of the Services. You understand that Tola may use aggregated and anonymized data for analytics purposes. See Our Privacy Policy for more details.
No Liability. Subject to Our Privacy Policy, You agree that Tola (and the service providers Tola contracts with to offer its services and its banking partners) will have no responsibility or liability with respect to any User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Services, including with respect to any User Data that Your request to have deleted from the Services, other than as provided under this Agreement.
Service Fees. Access to the Services, or to certain features of the Services, may require You to pay certain fees (individually and collectively, "**Service Fee(s)**ˮ), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. These fees will be disclosed to you on our website or in your dashboard.
You agree to pay when due all Service Fees applicable to Your use of the Services. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Services or maintain an account, even if You donʼt use the Services during the billing cycle or use the Services for only a portion of the billing cycle. Tola reserves the right to cancel Your account if Your account is not in good standing or has any overdue Service Fees.
Payment of Service Fees. You authorize Tola to use the credit or debit card You have provided to Us (as updated from time to time), or the bank account associated with Your account (each a "Billing Account") to automatically charge You in U.S. dollars for the Service Fees applicable to Your account or Your use of the Services, plus any applicable taxes. If Tola is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within 10 business days of notice of non-payment from Tola. If Your account becomes overdue, Tola will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneysʼ fees and expenses.
Changes to Service Fees. Tola reserves the right to change the Service Fees in its sole discretion from time to time. Tola will provide advanced notice of any material change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your Tola account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of Tola.
Through the Services, You may access to third-party websites, information, software, programs, systems, applications, or products or services (collectively, "Third-Party Servicesˮ).
Tola does not control Third-Party Services. Tola does not have or maintain any control over Third-Party Services (including banking "partnersˮ, and others such as Plaid described below), and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, Tola does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.
Terms of Third-Party Services. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from Tola. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing Your use of these Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services.
Synching with Your Accounting Software. If You choose to synchronize Your account and Your accounting software, You understand and agree that You are solely responsible, and Tola is not responsible, for the information and data that You choose to synchronize and share between Your account and Your accounting software. If You choose to link Your account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your account. When You use third party accounting software, You understand and agree that use is subject to the terms of service and privacy policy of the software provider.
Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Tola disclaims any and all responsibility or liability for any harm resulting from Your use of Third Party Services, and You irrevocably waive any claim against Tola with respect to the content or operation of any Third-Party Services.
Third Party Disputes. TOLA IS NOT AFFILIATED WITH ANY OTHER TOLA USER,
CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE
YOU HAVE WITH ANY OTHER TOLA USER, CARRIER, SERVICE PROVIDER,
THIRD PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF
THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS
DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY
RELEASE TOLA AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES,
JOINT VENTURES, AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS
AND DAMAGES ACTUAL AND CONSEQUENTIAL OF EVERY KIND AND
NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH SUCH DISPUTES. TOLA WILL NOT, AND WILL NOT
ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE. THE ABOVE INCLUDES ANY BANKING "PARTNERˮ.
Using the Payment Service. The "Payment Serviceˮ is a set of services, features and functionalities that enables You to make payments to Suppliers and receive payments from Clients through the Services.
Payment Accounts. To use the Payment Service, You must associate one or more bank account(s) (individually and collectively, Your "Payment Accountˮ) with Your Tola account. When You enter Payment Account information for purposes of the Payment Service, You represent and warrant:
You have the authority to provide and disclose the Payment Account information to Tola
You have the authority to and do authorize the initiation of ACH debit or credit entries, as applicable, to the Payment Account in accordance with any payment instructions provided in connection with Your Tola account or use of the Services, and, as necessary, the initiation of adjustments or reversals as provided under this Agreement, or applicable law, rules or regulations;
You will provide complete and accurate information to Tola about Your Payment Account, including, but not limited to, information on the ownership of the account, and will notify Us promptly if the Payment Account information or ownership changes; and
Each payment that You request through the Services complies with this Agreement and applicable law, regulations, and rules.
Linking Payment Accounts. We use Plaid Technologies, Inc. ("Plaidˮ) to gather
Your data from financial institutions. By using the Services, You grant Tola and
Plaid the right, power, and authority to act on Your behalf to access and transmit Your personal and financial information from the relevant financial institution. You agree to Your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy available at plaid.com/legal (or any redirect). Please note that payment methods may be saved to Your Account for easy reference and submission.
Authorized Payers. By entitling a User to make payments through the Services (a
"Payerˮ), You represent and warrant to Us that the Payer is authorized to instruct Tola to make payments and to initiate debit or credit entries, as applicable, to or from the Payment Account, as provided under this Agreement, the terms of the financial institution holding the Payment Account, and any applicable laws, regulations, or rules. You will be responsible for payments requested or made by a Payer, whether or not authorized by You.
Payment Agent of the Bank. Payments (other than fees) to Suppliers, and payments from Clients, do not pass into Tola's legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds. To the extent Tola collects payment or payment instructions from you for transmission to Suppliers or from Clients, it does so on behalf of the Bank as the Bank's limited payment agent. You represent that all payments to Suppliers are paid to satisfy an obligation you have to the Supplier for goods or services they provided. Accordingly, payment to Tola shall be considered the same as payment made directly by you to the Bank. All such payments are held in bank accounts in the Bank's name and owned by the Bank. The account titles of such accounts also show that these accounts are for the benefit of customers of Tola. You grant Tola the right to instruct the Bank on the use of funds in the accounts, including to receive funds from you and to then send funds to your Suppliers based on your instructions.
Agent of the Payee. When You use the Payment Service to receive payment from a Client, You appoint Tola to act as Your agent in connection with the receipt of funds from Your Client. Receipt of funds from Your Client by Tola will be deemed to be receipt of funds by You, and will satisfy any payment obligations of Your Client even if payment is not received by You.
Payment Instructions. When We receive a payment instruction from a Payer, We will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement, and You authorize Us to debit Your Payment Account and remit funds on Your behalf, all in accordance with the payment instructions. You agree to be bound by any payment instructions that a Payer provides to Us, to the fullest extent allowed by law.
Rights We Reserve. Tola reserves the right to limit or cap or to refuse to make any payment transaction requested or initiated, for any reason, in Tolaʼs sole discretion, without any liability to You. By using the Payment Service, You grant to Us and Tola reserves the right to suspend or cancel any payments requested or initiated by a Payer, including if Your Tola account is not in good standing. In the event that We suspend or cancel Your payment, Tola will credit the amount of any electronic ACH debit(s) received by Us to fund the payment to Your Payment Account, and You authorize Tola, in its sole discretion, to withhold and collect from any such credit any Service Fees or other amounts owed by You to Tola.
Setting Up Your Suppliers. To use the Payment Service, You will be required to provide information for Your Suppliers, including for Suppliers that are not part of the Tola network. For each Supplier, You agree to provide correct and current information as requested by Tola. By providing, entering, connecting, or uploading any Supplier information to the Services, You represent and warrant that You have obtained all necessary authorizations or consents from the Supplier to share such information. You represent and warrant that the Supplier agrees, or You have the authority to agree on behalf of the Supplier, to be subject to and comply with this Agreement and all applicable laws, rules and regulations. You are solely responsible and Tola is not responsible for verifying the accuracy of any Supplier information provided in connection with Your Tola account or use of the Services. Tola is not obligated to determine and has no obligation to ascertain the bona fides of any dispute raised by the Supplier with respect to the goods sold or services rendered or otherwise. Tola will have no liability for losses or damages resulting from the accuracy or inaccuracy of Your Supplierʼs information, including bank account information, or Your or Your Supplierʼs actions or inactions. If You invite a Supplier to set up a Tola account, You acknowledge that it may take several business days to set up the Supplier in the Services. Tola does not guarantee that a Supplier will be set up in the Services within any specific time frame.
Payment Instruction Authorizations. When You create or link a Supplier to Your Tola account, You authorize Us to follow the payment instructions that We receive from a Payer to pay that Supplier. In order to process payments more efficiently and effectively, We may submit check payments to the best known Supplier address, or alter payment data or data formats for a Supplier, all in Our sole discretion and without notice to You. Tola reserves the right to refuse to make payments to any Supplier, in Tolaʼs sole discretion.
Payment Method. To use the Payment Service, for each payment transaction, You must choose a payment method to pay Your Supplier. Available payment methods may include electronic ACH payment, wire payment, check payment, card payment, Pay Later, and AR factoring. The payment method selected may be governed by additional terms in this Agreement and/or in a separate agreement. Tola reserves the right to change or limit the payment method options available to any Payer or Supplier, or to select the method by which a payment transaction will be made, all in Tolaʼs sole discretion. All payments shall be in US Dollars or as otherwise acceptable to Tola in writing.
Process Dates. Payment transactions made through the Payment Service require sufficient time for Tola to debit Your Payment Account and for Your Supplier to receive payment. When making a payment through the Payment Service, You must select an available date ("Process Date") on which the ACH debit will be processed from Your Payment Account to fund the payment. You agree that You are solely responsible for scheduling payments and selecting an appropriate Process Date for each payment transaction. You understand that the selection of a future Process Date may not be available for all products and services.
No Warranty or Representation. When provided by Tola, estimated payment dates are for convenience only, and Tola does not guarantee that a payment to a Supplier will be made within any specific time frame of the Process Date, and Tola disclaims any responsibility or liability if a payment scheduled through the Pay Service is not made to a Supplier on or before any specific date. It is Your sole responsibility to ensure that payment to a Supplier is made as required by agreement, contract or law. Except as otherwise agreed or required by law, You will be solely responsible and Tola will not be responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.
Payment Cancellation. You understand and agree that when You authorize a payment to be made to a Supplier through the Services, Your authorization remains in effect for up to thirty (30) days. Payments that are scheduled but have not yet begun to be processed may be canceled and, if a change is needed, reissued, through Your Tola account. Once Tola has begun to process a payment, the payment cannot be canceled, and You must request to void the payment. The foregoing is subject to the Void Payment Requests provisions below.
Void Payment Requests. To stop a payment after it has begun to process, You must request to void the payment through the Services. If You submit a Void Payment Request, Tola will use commercially reasonable efforts to stop the payment, but You understand and agree that Tola may not be able to stop the payment. Tolaʼs ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the Supplierʼs account. You agree that Tola will not have any liability for failing to stop a payment that has begun to process. A Void Payment Request may be subject to a Service fee.
Rights We Reserve. Tola reserves the right to expire, void, or cancel any payment if the payment is not deposited or otherwise received and processed by a Supplier within a reasonable amount of time, as determined in Tolaʼs sole discretion. If We expire, void or cancel any payment, You authorize and We will credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to Tola.
Returned Transactions. You are solely responsible for the accuracy of the payment information or the payment instructions provided to Tola. If a payment is refused or returned, Tola will void the payment, unless Tola in its sole discretion agrees to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, You authorize Tola to credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to Tola.
Fraudulent Transactions: Tola holds Customers accountable for their Suppliers. To the extent allowed by law, You agree that You will be liable for all losses or payments resulting from the loss, compromise, or unauthorized interaction with one of Your Suppliers, particularly in cases of fraud, if a Supplier is later found to be fraudulent, or information provided to Tola about the Supplier was inaccurate or misrepresented, intentionally or unintentionally.
Document Management. You may upload invoices, bills, statements of accounts from Suppliers, or other documents ("Bills") to the Inbox of Your Tola account. You may also authorize Suppliers to send electronic Bills to Your Tola account, or You can create Bills using the Services. You are solely responsible for the Bills uploaded, created, recorded, processed, approved, paid, and/or synced or shared with third parties through Your Tola account. Tola is not responsible for any Bills, including those that are misdirected or not received.
Electronic Payments. Your use of the Payment Service will include Your consent and authorization for Tola to process electronic ACH debit and credit originations and You represent and warrant that You have obtained necessary consents and authorization from Clients to originate electronic ACH debits and credits.
Client Management. To use the Payment Service, You may be required to provide accurate and current information about Your Clients. You agree to provide any information or documentation requested by Tola, including to verify the identity of the Client or its payment information. When using the Payment Service, You represent and warrant to Tola that:
The information You provide for a Client is complete and accurately identifies the Client.
Each payment transaction initiated from the Client complies with the terms of Your contract or arrangement with the Client, and with applicable law, regulations and rules.
All of the invoices that You create or upload to the Services are issued pursuant to a contractual relationship with the Client and/or for goods or services provided to the Client.
Your Client agrees, or You have the authority to agree on behalf of the Client, to be subject to and comply with this Agreement, and all applicable laws, rules and regulations.
Client Consents and Authorizations. By providing, entering, connecting, or uploading Client information to the Services, You represent and warrant that You have obtained all required authorizations or consents from the Client to share the Clientʼs information. You are solely responsible for verifying the accuracy of Client information provided by You in connection with Your Tola account or use of the Services. Tola will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Clientʼs information, or Your or Your Clientʼs actions or inactions.
Payment Authorizations. When requesting a payment from a Client using the Payment Service, You represent and warrant that Your Client agrees, or You have the authority to agree on behalf of the Client, to be subject to and comply with Agreement and all applicable laws, rules and regulations. You represent and warrant that You have obtained all necessary approvals and authorizations from the Client to initiate the payment and to authorize ACH debits and credits from the Clientʼs bank account, including to fund the payment.
Invoice Creation. You may create invoices through the Services, or import invoices from Your accounting software. You may use the Payment Service to send and track Your invoices, and to send reminders related to Your invoices. By using these features of the Payment Service, You represent and warrant that You have all rights and consents necessary to send invoices and reminders to Clients in accordance with any governing agreements and applicable law. Tola is not responsible for any invoices or reminders that You send using the Services, including those that are misdirected or not received.
Applicable Rules and Law. You agree that all electronic ACH transactions requested or processed in connection with Your Tola account or Your use of the
Services are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association ("NACHA Rulesˮ), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code (as adopted in the state whose law governs this Agreement) Article 4A or Regulation E. For purposes of the NACHA Rules, Tola is a"Nested Third Party Senderˮ and you are an "Originator."
Your Agreement and Representations. For purposes of ACH debits and credits, and all electronic payments made or received through the Services, You:
understand and agree that all payments processed through the Services are funded by an electronic withdrawal (an "ACH debitˮ) processed through the ACH Network from the bank account of the party making payment
(the "payorˮ); authorize Tola to initiate and process ACH debits and credits in accordance with Your payment instructions and as provided under this Agreement; agree to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations; and represent and warrant that Your Supplier or Client agrees, or You have the authority to agree on behalf of Your Supplier or Client, to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations.
authorize Tola to initiate ACH debits from any bank account held by You wherever located, to collect amounts due and owing by You to Tola.
Debits from Your Payment Account. When You use the Payment Service to pay a Supplier, You are responsible for the payment amount and agree to fund the payment to Tola. To fund the payment, You authorize Tola to process an ACH debit from Your Payment Account in the full amount of each payment requested. If an ACH debit from Your Payment Account to fund a payment made by You through the Services is rejected or returned by Your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR
FUNDING THE PAYMENT AMOUNT AND AGREE PAY THE AMOUNT OF THE
RETURNED DEBIT DIRECTLY TO TOLA WITHIN 10 BUSINESS DAYS. You agree that We may resubmit a returned or rejected ACH debit to Your Payment Account, in Our sole discretion. You agree to pay all penalties, interest charges, late payment fees, Service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that the Your Payment Account is enabled for ACH debits, and agree to reimburse Tola for all penalties and fees incurred if any funding ACH debit is returned because Your Payment account was not properly configured to accept ACH debits. If an ACH debit processed by Us from Your Payment Account is rejected or returned for any reason, We reserve the right to suspend all payments from Your Tola account, or to terminate Your Tola account, all in Our sole discretion.
Debits from the accounts of Your Clients. When You use the Payment Service to receive payment from a Client, You represent and warrant to Tola that You have all necessary authorizations and approvals from Your Client to originate an ACH debit from the Clientʼs bank account to fund the full amount of each payment requested. You represent and warrant that Your Client certifies, or You have the authority to certify on behalf of Your Client, that the Clientʼs bank account is enabled for ACH payments, and You agree to reimburse Tola for all penalties and fees incurred if any funding ACH debit is returned because the Clientʼs bank account was not properly configured to accept ACH debits. You represent and warrant that Your Client agrees, or You have the authority to agree on behalf of Your Client, that the Client will not dispute any ACH debit by Tola that funds a payment made through the Services. If an ACH debit from a Clientʼs account to fund a payment requested by You through the Payment Service is rejected or reversed for any reason, YOU AUTHORIZE TOLA TO REVERSE THE
CORRESPONDING PAYMENT VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF
THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME
OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO TOLA WITHIN 10 BUSINESS DAYS. You represent and warrant that Your Client agrees, or You have the authority to agree on behalf of Your Client, that Tola may resubmit a rejected or reversed funding debit to the Clientʼs account, in Tolaʼs sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit.
Returns and Maintaining Sufficient Funds. When using the Services, You understand and agree that it may take more than thirty (60) days for Tola to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in Your Payment Account to satisfy all obligations to Tola in connection with Your Tola account or Your use of the Services, including returns, reversals, and associated fees, and to add funds immediately if Tola notifies You that Your funds are insufficient.
Ownership of Funds Collected for Payment. In the event that Tola processes an ACH debit to fund a payment before Tola makes the associated bill payment disbursement, the funds collected through the ACH debit will be held in a master bank account owned by the Bank, and for the benefit of the payor. These funds may be commingled with other funds similarly collected and held for purposes of making payments requested through the Services. Even though the funds will be held in an account owned by the Bank, the funds are held solely for the benefit of the payor, not Tola, and the payor will be principal with respect to those funds.
Obligations to Tola. In the event that you do not fulfill your obligations to Tola which materialized via ACH reversal or similar mechanisms, you hereby grant Tola a first priority lien and security interest in Your assets, including all accounts, inventory, equipment, payment intangibles, goods, general intangibles (including intellectual property such as copyrights, patents and trademarks), and all proceeds of the foregoing. You acknowledge that this includes filings in the state in which you are formed. Tola reserves the right to remove the lien.
ACH Payments. When using the Services, if permitted by Your account, Your settings and this Agreement, You may choose to pay Suppliers or be paid by Clients by electronic ACH payment. ACH payments may not be available for all payments. Tola reserves the right to refuse to make any payment through the ACH Network, for any reason, in Tolaʼs sole discretion.
Credit of Returned or Canceled Payments. If a payment requested or made through the Services is returned or canceled, Tola reserves the right to process an ACH credit or debit, as applicable, in the amount of the payment to the Payment Account of the payor or payee, less any Service Fees or other amounts owed to Tola.
Responsibility for Chargebacks: As a user of Tola, you understand and agree that YOU remain fully responsible for funding the payment amount, and you agree to directly pay Tola for any credit card transfer that has been reversed.
Authorization for Debit or Withholding by Payor: If you initiate a chargeback, or clawback, as a Payor, outside of the Tola platform for a payment already transmitted to the Recipient, you assign any claims against the Recipient associated with such chargeback, clawback to Tola. Furthermore, Tola reserves the right to contact your Recipient directly to request reimbursement for any payment that you have chargebacked, or clawbacked. In the event that Tola is unable to retrieve the payment from the Recipient within ten 10 business days, you, as the Payor, agree and authorize Tola to debit your Payment Method on file for the amount of the chargeback, or clawback along with any associated fees. YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO TOLA WITHIN (TEN) 10 BUSINESS DAYS.
Tola may withhold funds from future distributions to cover the outstanding amount.
Authorization for Debit or Withholding by Recipient: In the event that Tola receives a chargeback, clawback, or ACH return from a Payor, you, as the Recipient, authorize Tola to debit your Payment Method on file for the amount of the chargeback, clawback, or ACH return, along with any associated fees. YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR
FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE
RETURNED DEBIT DIRECTLY TO TOLA WITHIN TEN (10) BUSINESS DAYS Alternatively, Tola may withhold funds from future distributions to cover the outstanding amount.
Notice of Clawback or Chargeback: As a user of Tola, you acknowledge and agree that it may take up to one hundred twenty one hundred twenty (120) days for Tola to receive notice of a clawback or chargeback related to a credit card transfer reversal, as well as to exercise any rights granted or reserved under this Agreement. You are responsible for maintaining sufficient funds in your Payment Account at all times to fulfill your obligations to Tola concerning your Tola account or your use of the Service, including clawbacks, chargebacks, associated fees, and any additional funds required due to insufficient balance. If Tola notifies you of insufficient funds to cover credit card clawbacks or chargebacks, you agree to promptly add funds to your account.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLEˮ WITHOUT ANY
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS
AND PERFORMANCE OF THE SERVICES AND YOUR DEALING WITH ANY OTHER
SERVICE USER. TOLA DOES NOT WARRANT THAT THE SERVICES IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED.
TOLA FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE
COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED FROM TOLA OR ELSEWHERE SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU
UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS,
DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE
SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN
DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR PROPERTY INCLUDING YOUR COMPUTER SYSTEM OR
MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES, OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
IN NO EVENT SHALL TOLA OR THE PARTIES WITH WHICH TOLA CONTRACTS TO OFFER YOU THE SERVICES (THE "TOLA PARTIES") BE LIABLE TO YOU, YOUR ORGANIZATION OR
INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS
AGREEMENT OR THE SERVICES, FOR ANY PUNITIVE, TREBLE, INCIDENTAL,
SPECIAL, EXEMPLARY 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 TOLA
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. THE TOLA PARTIES WILL NOT BE LIABLE FOR ATTORNEYSʼ FEES, EXCEPT AS REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO
EVENT SHALL THE TOLA PARTIESʼ AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION
OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS
AGREEMENT OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU OR
YOUR ORGANIZATION OR INDIVIDUAL TO TOLA IN THE TWELVE MONTH
PERIOD PRECEDING THE EVENT S THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED USD $100.00, WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
You agree to full liability and responsibility for Your use of the Services, and You will defend and indemnify the Tola Parties and their officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.
Agreement to Arbitrate. In the interest of resolving disputes between You and the Tola Parties in the most expedient and cost-effective manner, You and Tola agree that every dispute arising in connection with this Agreement against the Tole Parties will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The Agreement to Arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. BY ENTERING IN THIS
AGREEMENT, YOU AND TOLA ARE EACH WAIVING THE RIGHT TO FILE A
LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. YOU UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS.
Waiver of Class Actions and Right to Trial by Jury. To the fullest extent permitted by law, You acknowledge and agree that You may bring claims against the Tola Parties only in Your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR
ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION AND TO A TRIAL BY JURY.
Procedures. Any arbitration between You and Tola will be settled under the
Federal Arbitration Act, and governed by the Commercial Dispute Resolution
Procedures (collectively, "AAA Rulesˮ) of the American Arbitration Association
("AAAˮ), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org. The arbitration process shall be adjudicated by a single arbitrator and not by a panel.
Notice. If You intend to seek arbitration, You must first send a written notice
("Noticeˮ) of Your claim or dispute to Tola by certified U.S. Mail or by Federal Express (signature required). Tola address for Notice is Tolaʼs address of record as listed on the Tola Website, ATTN LEGAL. The Notice must describe: (a) the nature and basis of the claim or dispute; and (b) the remedy that You want
("Demandˮ). You and Tola agree to make good faith efforts to resolve the claim directly, but if You and Tola do not reach an agreement within 60 days after the Notice is received, You or Tola may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Tola must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Fees. If You commence arbitration in accordance with this Agreement, the payment of fees related to the arbitration will be decided by the AAA Rules. If Your claim is less than ten thousand dollars $10,000.00, Tola will reimburse You for the payment of the filing fee. However, if the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse Tola for any fees paid on Your behalf that would otherwise be Your obligation under the AAA Rules.
Location. The arbitration hearing will take place at a location selected by Tola in San Francisco County, California. If Your claim is for $10,000 or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing or electronic (e.g. Zoom, Teams, WebEx, Court Call); or (c) by an in-person hearing as established by the AAA Rules in San Francisco County, California.
Severability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement. If this Agreement to Arbitrate is found to be, in whole or in part, invalid or unenforceable, the remaining provisions of this Agreement will remain in effect.
Exceptions to Agreement to Arbitrate. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right to: (a) bring an individual (nonclass, non-representative) action in small claims court so long as such action remains in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency, if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and Tola, will be governed by the laws of the State of California, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in San Francisco County, California. You and Tola agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in San Francisco County, California in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
Force Majeure. Tola will not be liable for any delay or failure to perform any obligation related to the Services if the delay or failure is due to unforeseen events that are beyond Tolaʼs reasonable control, such as war, strikes, blockade, terrorism, riots, epidemic, natural disasters or governmental action. Force Majeure is never a defense or excuse for nonpayment.
Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
Compliance with Laws. You and Tola each agree to comply with all applicable laws and regulations with respect to the Services and Your use of the Service, including without limitation any export laws and regulations of the United States.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and Tola concerning the Services and supersedes all other agreements or understandings, written or oral, about the Services.
Tola reserves the right to change this Agreement, as well as its policies relating to the Services, at any time, in Our sole discretion. Tola will post revised Terms or policies on Our Website, and will provide notice to You of material changes to this Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Services after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Services and/or to cancel Your account.
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