Terms of Use

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Nimbus Payments LLC (the “Company,” “we,” “our,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your use of the Nimbus NetSuite ACH Processing Service, including any websites, apps, or other electronic media maintained by the Company (the “Media”), and any products, content, functionality, or services offered by the Company by and through the Media (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof; collectively, the “Services”).  

Please read the Terms of Use carefully before you start to use the Services. Your acceptance of these Terms of Use constitutes a legal agreement between you and the Company. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our privacy policy incorporated herein by reference. If you do not want to agree to these Terms of Use or the contents of the privacy policy, you must not access or use the Services.

Changes to the Terms of Use

Unless provided otherwise in any other agreement between Company and you, we may amend and update these Terms of Use from time to time in our sole discretion upon reasonable prior written notice to you. All changes apply to all access to and use of the Services thereafter.  

Your continued use of the Services following the posting of amended Terms of Use means that you accept and agree to the changes which shall become a part of your agreement with us.

Accessing the Services and Account Security

We reserve the right to amend or withdraw any of the Services we provide, at any time in our sole discretion upon reasonable prior written notice to you.. From time to time, we may restrict access to some parts or all of the Services to users in accordance with applicable law or our generally applicable policies.
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You are responsible for:

• Making all arrangements necessary for you to have access to the Services; and
• Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register for the Services, including, but not limited to, through the use of any interactive features included within the Services, is governed by our privacy policy, and you consent to all actions we take with respect to your information consistent with our privacy policy.  
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If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is for you and agree not to provide any other person outside authorized users within your business with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.  

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion, including if, in our opinion, you have violated any provision of these Terms of Use or to ensure our compliance with applicable law.

The Services

These Terms of Use apply to the Services provided by the Company; the Services are ACH payment processing and items related to such processing. The Services include your ability to make payments by and through services provided by third-party partners, though the Company itself does not process ACH payments. Our third-party partners may require you to agree to additional terms of use or service as part of those portions of the Services which utilize their services.

Dwolla Account

In order to use the payment functionality of our application, you must open a “Dwolla Account” provided by Dwolla, Inc., and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla’s financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address, and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at www.epayapp.com, epay-app@nimbuspayments.com, and/or 727-306-2466.

Your Obligations

You agree that any information you provide to the Company and its third-party partners is true and accurate, and you agree to update that information from time to time to ensure it remains true and accurate at all times you use the Services. If you fail to update this information, we may suspend or terminate the Services upon prior written notice to you. You authorize us to share this information with our third-party partners in accordance with our privacy policy.  

Business customers must be entities organized, incorporated, or otherwise formed under the laws of the United States or its separate states. If you are a business customer, you represent and attest that (a) the Services shall not be used primarily for personal, family, or household purposes; (b) you are authorized to accept these Terms of Use on behalf of the named entity; and (c) you are authorized to bind the entity to these Terms of Use.  

If you are a natural person, you must be (1) at least 18 years old, and (2) a legal resident of the United States. We require that you provide us with your first and last name and email address. To access certain additional features, we may request that you provide additional personally identifiable information to permit us to verify your identity.  

You are responsible for keeping secret your login information and password used to access the Services. You are responsible for all activity conducted using your account whether or not you authorized such use. You shall only use the Services for lawful and legitimate purposes and you will at all times comply with all applicable federal, state, and local laws, rules, regulations, and guidance. You shall not use the Services to: (i) engage in illegal or fraudulent activities; (ii) benefit any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC); or (iii) engage in transactions related to or in furtherance of any illegal activity. The Company reserves the right to suspend or terminate your use of the Services in the event you use the Services to conduct any illegal or high-risk activity.

Intellectual Property Rights

The Services are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Your use of the Services does not give you ownership of any intellectual property rights in the Services or the content you access. The Company hereby represents and warrants for the term of these Terms of Use that its provision of the Services does not infringe upon the intellectual property rights of any third party.  

These Terms of Use permit you to use the Services for your use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material included in the Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• If we provide desktop, mobile, or other applications for download, you may download a single copy per computer or mobile device solely for your own personal use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any purposes of resale any part of the Services. If you print, copy, modify, download, or otherwise use or provide any other person outside your business with access to any part of the Services in breach of the Terms of Use, your right to use the Services will stop immediatelyand you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content included in the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans included in the Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. No other use of the Services is authorized. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider, or other automated data scraping software, process, or means to access the Services for any purpose, including monitoring or copying any of the material included in the Services.
• Use any manual process to monitor or copy any of the material included in the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which any portion of the Services is stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

Reliance on Information Posted

The Services may include content provided by third-party partners. The Company makes no representation as to such content or the accuracy of such content. We are not responsible or liable to you or any third party for the content or accuracy of any content or services provided by Third-Party Partners.

Changes to Services

We may update the content contained in the Services from time to time upon reasonable prior written notice to you, except in the event of an emergency or to ensure compliance with applicable law.

Information About You

All information we collect as part of the Services is subject to our privacy policy and applicable law. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the privacy policy and applicable law.

Geographic Restrictions

Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY  LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK,  VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT  YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER  PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY OTHER MEDIA LINKED TO IT.  

TYPOS, ERRORS, OMISSIONS, ETC. ARE POSSIBLE AND, INDEED, QUITE LIKELY. THE  SERVICES, ITS CONTENT, AND ANY ADDITIONAL SERVICES OR ITEMS OBTAINED THROUGH THE  
SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Neither the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Services. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Services, the content contained therein, or any items obtained through the Services will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Media or the server(s) that makes it available are free of viruses or other harmful components, or that the Services or items obtained through the Services will otherwise meet your needs or expectations.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS  ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR  OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF  MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY BE  LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORYOF DIRECT,  INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,  INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING,  EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS  OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND WHETHER  CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE (EXCEPT IN THE CASE OF LOSS OF DATA OR VIOLATION OF CONFIDENTIALITY BY US).

The foregoing does not affect any liability that cannot be excluded or limited under applicable law. In addition, the limitation of liability set out above does not apply to liability resulting from our willful misconduct.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services other than as expressly authorized in these Terms of Use.  

We agree to defend, indemnify, and hold harmless you, your affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to the Company’s violation of these Terms of Use.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).  

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal district courts of the United States located in the Middle District of Florida or the courts of the State of Florida located in the County of Pinellas (in each case where venue is appropriate), although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your state of residence. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING  TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN THE APPLICABLE STATUTE OF LIMITATIONS; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our privacy policy constitute the sole and entire agreement between you and the Company regarding the Services and your use thereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Your Comments and Concerns

The Services are operated by Nimbus Payments LLC. All feedback, comments, complaints, requests for technical support, and other communications relating to the Services should be directed to: info@nimbus-payments.com