Wallet Terms of Service

Denim, Inc.
SCHEDULE 1
Denim Wallet Terms

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These Denim Wallet Terms (“Denim Wallet Terms”) are incorporated into and made a part of the Denim Terms of Service (“TOS”). Terms not defined herein have the meaning given to them in the TOS. 

The “Denim Wallet” is a service that enables you to make payments to carrier payees (“Carriers”) through the Service. By accepting using the Denim Wallet, you acknowledge that you have read, understood, and agree to be bound by these Denim Wallet Terms and the TOS.  

1 Denim Wallet Generally.  

You may initiate payments from your Denim account to your Carriers according to the Payment Instructions you provide us. “Payment Instructions” are the dates, amounts, Vendor Information, and other information that you give us in order to initiate the payment from your Denim account to the Vendor. “Vendor Information” is any identifying information related to the Vendor, including to the Vendor's name and address, email address, bank routing and account numbers that you provide us in order to identify the Vendor for the purpose of transmitting payment to them. You are responsible for verifying the accuracy of all Payment Instructions provided to us. You authorize us to follow any Payment Instructions or approvals provided by sub-users, whether or not the Payment Instructions are authorized by you.

2 Fund Ownership.  

Payments to Carriers are originated and managed by our payment service provider and their financial institution. In accordance with the Payment Instructions, our payment service provider’s financial institution debits payments to Carriers (other than fees) from your financial account and pays those amounts directly to the Carrier. For the avoidance of doubt, these payments do not pass into Denim’s legal ownership or control at any time from payment initiation to successful delivery, including any subsequent refunds.

By initiating a payment, you authorize our payment service provider or its financial institution partner to debit your selected payment method, receive, and transmit your payment through master bank accounts at our payment service provider that are held in our payment service provider’s name owned and controlled by our payment service provider or its financial institution The account title or ledger also show that these accounts are held by the financial institution for the benefit of customers and end users of our payment service provider. You grant Denim the right to instruct our payment service provider on the use of funds in the accounts, including to receive funds from you and to then send funds to your Carrier based on your instructions. Your funds may be pooled with the funds of other users while they are temporarily held in this account. 

3 Initiating Payments.  

To initiate a payment, you must designate a Carrier and a schedule for processing and delivering the payment.

3.1 Setting Up Your Carriers.

To use the Denim Wallet, you will be required to provide information for your Carriers. For each Carrier, you agree to provide correct and current information as requested by Denim. By providing, entering, connecting, or uploading any Carrier Information to the Denim Wallet, you represent and warrant that you have obtained all necessary authorizations or consents from the Carrier to share such information. You represent and warrant that the Carrier agrees, or you have the authority to agree on behalf of the Carrier, to be subject to and comply with these Bill Pay Service Terms and all applicable laws, rules and regulations. You are solely responsible and Denim is not responsible for verifying the accuracy of any Carrier Information provided in connection with your Denim account or use of the Denim Wallet. Denim will have no liability for losses or damages resulting from the accuracy or inaccuracy of such Carrier Information, including bank account information, or your or your Carrier’s actions or inactions. You acknowledge and agree that you are solely responsible for selecting and paying the correct Carrier. Denim will have no liability or responsibility if you select or pay an incorrect Carrier.

4 Schedule and Delivery of Payments.  

You authorize our payment service provider or its financial institution partner to initiate ACH debit entries from your financial institution account in accordance with your Payment Instructions, and as necessary, to initiate adjustments or reversals as provided in these Denim Wallet Terms, or applicable laws, rules, or regulations. You acknowledge that we are entitled to rely on your Payment Instructions. We, our payment service provider, or their financial institution  will not be liable or responsible for verifying that any Payment Instruction, including the amount and any Carrier information, is correct.

Neither we nor our payment service providers will have any liability relating to or obligation to be involved, in any dispute between you and your Carrier regarding any payment made through the Denim Wallet, including disputes related to the timeliness of the payment, the account to which the payment was sent, the products or services provided in connection with the payment, or any overpayment or underpayment.

4.1 Selecting a Timetable for Delivery.

Payment transactions made through the Denim Wallet require sufficient time for our payment service provider’s financial institution to debit your financial account and for your Carrier to receive payment. When making a payment through the Denim Wallet, you must select an available date on which Denim will process the ACH debit from your financial account to fund the payment (“Process Date”). If your Process Date does not fall on a business day, we may initiate the payment on the next business day. 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.

When provided by Denim, estimated payment dates are for convenience only, and Denim does not guarantee that a payment to a Carrier will be made within any specific time frame of the Process Date, and Denim disclaims any responsibility or liability if a payment scheduled through the Bill Pay Denim Wallet is not made to a Carrier on or before any specific date. It is your sole responsibility to ensure that payment to a Carrier is made as required by agreement, contract or law. Except as otherwise agreed or required by law, you will be solely responsible and Denim will not be responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.

4.2 Modifying, Cancelling and Voiding Payments.

Payments that are scheduled but have not yet begun to be processed may be canceled and, if a change is needed, reissued, through your financial account, provided that you provide us with sufficient advance notice and we have a reasonable opportunity to cancel your payment before it is initiated. We may require you to request cancelation or changes to your scheduled payment at least 3 business days before the scheduled Process Date. Once our payment service provider or its financial institution has begun to process a payment, the payment cannot be canceled, and you must request to void the payment.

To stop a payment after Denim has begun to process it, you must request to void the payment (“Void Payment Request”) through the Denim Wallet. If you submit a Void Payment Request, Denim will use commercially reasonable efforts to stop the payment, but you understand and agree that Denim may not be able to stop the payment. Denim’s ability to stop a payment depends on a number of factors, including to the payment method and whether the payment has cleared the Carrier’s account. you agree that Denim 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 fee. You agree to indemnify, defend, and hold us harmless from any claims, losses and liabilities in connection with of our attempt to stop a payment after it is initiated. 

Denim reserves the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Carrier within a reasonable amount of time, as determined by Denim in our sole discretion. If we expire, void or cancel any payment, you authorize and our payment service provider’s financial institution will credit the amount of the payment to your financial account, less any Denim Wallet fees or other amounts owed by you to Denim.

4.3 Sufficient Funds.

If your financial account is not in good standing or does not have sufficient available funds on the Process Date, our payment service provider’s financial institution may elect not to initiate one or more of the transfers until they are rescheduled, your financial account is in good standing, and enough funds are available to cover the total payments for each Process Date. If our payment service provider’s financial institution does elect to initiate the transfer, which may involve one or more attempts on subsequent business days, it may cause an overdraft in your financial account, in which case you shall be fully responsible for the overdraft and any overdraft fees  as well as all late fees, interest charges or other action taken by the Carrier or your financial institution. When using the Denim Wallet, you understand and agree that it may take more than 60 days for us to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under these Denim Wallet Terms.

5 Right to Hold and Reject Payment.  

We or our payment service providers  reserve the right to elect to not initiate a payment for any reason in our sole discretion. For example, if a payment is missing required information or if we have found other errors that prevent us from processing a payment, we or our payment service provider may, without any liability to you, reject the payment less the cost of applicable fees. We and our payment service provider are not required to confirm or authenticate a payment you make in connection with the Denim Wallet. It is your responsibility to keep all information and credentials, including access thereto, in connection with your Denim Wallet secure, and we may treat any transaction made using your access credentials as authorized by you. We and our payment service provider have no duty to you to monitor or verify any payment you make in connection with the Denim Wallet.

In addition, in its sole discretion, Denim may place a hold on a payment you initiate for as long as required to conduct an appropriate inquiry regarding you, the Carrier, a bill, payment history and other relevant circumstances and factors. Depending on the results of this review, the Denim may process, reverse or cancel a payment you initiate, or hold the related funds pending instructions from a government agency. At any time, a payment you initiate may be reversed or canceled by Denim in its sole discretion and without prior notice to you.

6 Returned Items.  

We will try to notify you of a returned payment however we are not required to do so. You can request to cancel the payment or re-initiate it. If you do not provide direction, we will cancel the payment. We are not liable for any returned or reissued payment.

7 Warranties.  

You represent and warrant:

• You have the authority to provide and disclose the Carrier Information to Denim;
• You have the authority to and do authorize the initiation of ACH debit, as applicable, to the financial account in accordance with any payment instructions provided in connection with your financial account or use of the Denim Wallet, and, as necessary, the initiation of adjustments or reversals as provided under these Bill Pay Service Terms, or applicable law, rules or regulations;
• You will provide complete and accurate information to Denim about your financial account, including information on the ownership of your financial account, and will notify us promptly if your financial account information or ownership changes; and
• Each payment that you request through the Denim Wallet complies with these Bill Pay Service Terms and applicable law, regulations and rules.

8 An Independent Third-Party.  

Denim is an independent, third-party service that is not affiliated with your Carriers. You acknowledge and agree that your use of the Denim Wallet does not in any way constitute a tri-party agreement between you, Denim, and your Carriers.

Accordingly, neither Denim nor our payment service provider has responsibility nor will have liability for any consequences resulting from your interactions or contracts with Carriers, including payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of the Denim Wallet does not alter or affect any Carrier payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Neither Denim nor our payment service provider endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Carriers.

Carrier statements and opinions are not representative of Denim or its business partners.