borderless™ Terms and Conditions
Welcome to borderless™ !
This user agreement will be effective as to all borderless™ users on January 1, 2020.
We may amend this Agreement at any time by posting a revised version on the borderless™ website. The revised version will be effective at the time it is posted. If the revised version includes a substantial change, borderless™ will provide you with 30 days’ prior notice of any substantial change by posting notice on the Legal Agreements page of the borderless™ website. You agree to the new-posted Terms by continuing your use of our Services. If you do not agree with the modified Terms, your sole remedy is to terminate your borderless™ account and discontinue using our Services.
1.0. Relationship for the Services
1.1. Our Role. Our relationship with you under this Agreement is as a
payment service provider and borderless™ is an independent contractor for
all purposes. borderless™ is not your agent or trustee. We provide accounts
receivable services to collect and transfer funds from a sender on behalf
of a receiver of funds. We also provide accounts payable services on behalf
of a sender to make a payment to a receiver for goods and services. Except
for our limited role in processing or receiving payments that you
authorize, initiate and transmit, we are not involved in any underlying
transaction between you, any other user, or any service providers, and you
accept the sole responsibility for settling any disputes concerning any
underlying transaction. We are not a bank and do not offer banking
services. We do not guarantee payment on behalf of any user. We are not a
selling agent in connection with any sale or purchase by you of goods or
services to any person or entity.
You represent that all authorizations and transactions you provide or enter into will be based upon your own judgment and that you are not relying on any communication from us as investment advice, as a recommendation to enter into a transaction or as an assurance of expected results. You acknowledge that we are not acting as a fiduciary or advisor to you with respect to any transaction.
Certain information may, from time to time, be provided to you through us. This information may be obtained from various information providers through sources believed to be reliable. We do not guarantee the timeliness, sequence, accuracy, completeness, or fitness for a particular purpose of any information provided through us. Such information may include opinions and recommendations of individuals or organizations and you understand that we do not endorse such recommendations or opinions, and that we are not providing any investment, tax, accounting or legal advice to you by including or making available such information.
1.2. Your Authorization. You authorize us to receive and disburse funds in
accordance with your payment instructions. Your authorization permits us to
make an electronic transfer from your bank account in the amount and
currency you specify and to send money electronically to a receiver’s bank
account in the designated currency. You shall furnish certain deposit and
withdrawal account information, including, without limitation, bank account
number and bank routing number for each electronic funds transfer, direct
debit payment, pre-authorized debit payment and deposit election. You
represent that all bank account information provided to us is accurate. You
further represent that you possess the authority or ownership of the
deposit account whose number or bank routing number is provided for the
electronic funds transfer and that you possess the authority to deposit and
withdraw funds from the bank account without the approval or participation
of other person(s). Your authorization permits us to make such electronic
transfer via an electronic funds transfer system that facilitates payments
in your country which will be shown on the borderless™ interface during your
account creation.You also authorize us to direct debit your bank account
for Fees (as defined in Section 3.6), and for invalidated and reversed
transactions (as defined in Section 3.5). You agree that the usage of a
unique user identification and unique password for each user required to
access their borderless™ account is a security procedure which constitutes a
commercially reasonable method of protecting against unauthorized direct
debits. By making a payment, you warrant that the deposit account maintains
sufficient funds to fully cover the value of the payment plus any
applicable Fees. Once you have provided your authorization for the payment,
you authorize and order us to commit your payment (less any applicable
Fees, foreign exchange or other amounts we may collect under these Terms)
to a receiver. A payment authorization becomes binding on you upon receipt
by us and creates an obligation on you to settle the payment. You agree
that you cannot recall a payment without the prior written consent of
borderless™. You agree to be bound by any debit instructions, whether
authorized or not, issued in your name and acted upon by us, and you agree
to indemnify us and hold us harmless from any losses incurred in connection
with the execution of the debit instructions to have been issued by you.
Any losses in connection with your failure to settle a payment are your
sole responsibility. You give us the right to resubmit any electronic funds
debit you authorized that is returned for insufficient or uncollected
funds. You agree to allow us to recover any amounts due to us if there are
insufficient funds in your bank account to cover your liability, and agree
to reimburse us immediately, upon demand, through other means. You agree to
reimburse us for any fees imposed on us or costs we incur as a result of
the transaction within one (1) Business Day (as defined in Section 5.9). We
are not liable for any fees assessed by your commercial banking institution
for the bank account debit. If you are located in the United States, you
also agree to be bound by any applicable rules of the National Automated
Clearing House Association (“NACHA”) and the United States Federal Reserve.
You also agree to be bound by the applicable rules and regulations of the
country you are located in, e.g., if you are located in the United Kingdom,
you also agree to be bound by any applicable rules of the United Kingdom's
Payment Services Regulations 2017 (SI 2017/752) (as amended from time to
time). If you are located in Australia, you also agree to be bound by any
applicable rules of the Australian Payments Clearing Association’s direct
debit system rules and banking practice codes. If you are located in
Canada, you also agree to be bound by any applicable rules of the Canadian
Payments Act and the rules of Payments Canada. Your authorizations will
remain in full force and effect while you maintain your borderless™ account
and for any linked bank account or Payment Method. As a receiver using our
Services, you agree the sender’s obligation to pay you is fulfilled upon
delivering funds to us.
The specific transactional details of each payment will be agreed upon and after our acceptance of an authorization for a payment, we or our Processors may set out the material details of the transaction in a communication provided to you (“Confirmation”). For the avoidance of doubt, each transaction for which a Confirmation is issued will constitute an independent contract, governed by the terms of this Agreement. The Confirmation is evidence of certain material terms of the transaction. A transaction will not be invalidated if for any reason the Confirmation is not issued to you. In such circumstances, our records with respect to that transaction will constitute conclusive evidence of the terms of the transaction. If there are any discrepancies between the transaction and the Confirmation, you must notify borderless™ of such discrepancy within one (1) Business Day of the day that the Confirmation is sent, otherwise the Confirmation will constitute conclusive proof of and agreement by both you and us (individually, “Party” and collectively, “Parties”) of the details of the transaction. Your liability under this section extends to any of your guarantors, successors and assigns.
You are responsible for ensuring the accuracy and completeness of instructions in respect of each and every transaction. You authorize us to accept, act and rely upon any instruction, whether electronic, oral or written, that we reasonably believe to have been made by you or on your behalf. We are not liable for any losses you may suffer as a result of the misconduct of user(s) or any other person purporting to act on your behalf.Any authorization we receive from you will be acted upon on a commercially reasonable efforts basis only. There is no guarantee by us that an authorization can or will be filled or that instructions provided can or will be acted upon. We may reject any authorization if: (i) we determine, in good faith and in our sole discretion, that such authorization is unclear or was not authorized by you or a valid borderless™ user; (ii) we determine, in our sole discretion, that the authorization may be contrary to law, contrary to prudent business practices, outside our risk profile, or would require us to exceed trading limit, settlement limit, currency conversion exposure limit, or credit facility that we have expressly granted to you; (iii) you are insolvent or otherwise unable to pay your debts as they become due, or are subject to any proceeding, whether voluntary or involuntary, for bankruptcy, liquidation, administration or relief from creditors or in default of this Agreement; (iv) we determine, in our sole discretion, that we may not receive payment from you in the total amount, including the cost of currency acquisition and any Fees and charges, you owe to us for the related authorization; or (v) the authorization is incorrect, incomplete or unsatisfactory to us for any reason.
1.3. Intellectual Property.
Trademarks. The trademarks, logos and service marks including, but not limited to, “borderless™,” “getborderless.com,” page headers, custom graphics, button icons and scripts (collectively “Marks”) displayed throughout the Services, software and website are the exclusive property of borderless™ and borderless™ licensors. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content available through our Services for commercial or public purposes without prior written consent. You may use HTML logos provided by borderless™ for the purpose of directing web traffic to the borderless™ Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes borderless™ or the borderless™ Services, or display them in any manner that implies borderless™ sponsorship or endorsement.
Intellectual Property. You acknowledge and agree that: (i) all Services and associated software, website and technology, including all intellectual property rights therein, are and will remain with us, our Processors or our third party licensors; (ii) no right or interest in the software of the Services is conveyed herein; and (iii) all information, content, software, website and Services are protected copyright and other intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content available through our Services for commercial or public purposes. All rights not expressly granted in these Terms are reserved.
License Grants, Generally. If you are using borderless™ software, such as an API, developer’s toolkit or other software application, which may include software provided by or integrated with software, systems or services of our Processors or third party providers, that you have downloaded or otherwise accessed with our express permission through a borderless™ web or mobile platform, then we grant you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free, limited license to access and/or use borderless™ software in accordance with these Terms and the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease, or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying borderless™ Services. You will be solely responsible and liable for all resulting damages suffered by you, borderless™ and third parties due to non-compliance with access, use and implementation requirements. We may update or discontinue any software upon notice to you. While we may have (i) integrated certain third party materials and technology into any web or other application including its software, and/or (ii) accessed and used certain third party materials and technology to facilitate providing you with our Services, you have not been granted and do not otherwise retain any rights or interests in or to any of our or third party materials. You are prohibited from modifying, copying, altering, distributing, transmitting, displaying, publishing, selling, licensing, tampering with, repairing, adapting, reverse engineering, translating, disassembling or otherwise creating any derivative source code or derivative works from the Services, software or any third party materials or technology. Any other third party software application you use in connection with our Services is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that we do not own, control nor have any responsibility or liability for any such third party software application you elect to use on any of our websites, software or in connection with our Services.
License Grants From You To borderless™; Intellectual Property Warranties. We do not claim ownership of the content that you provide, upload, submit or send to us. Nor do we claim ownership of the content that you host on third-party websites or applications that use our Services. When you use our Services, provide content to us, or post content using borderless™ Services, you hereby grant borderless™ and our affiliates a worldwide, non-exclusive, irrevocable, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, during the term of this user agreement, your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, services marks, logos, domain names and other designations owned, licensed to or used by you), your content and associated intellectual property and publicity rights, for the purpose of (i) identifying you as an individual or entity that uses a borderless™ Service; (ii) to help us improve, operate and promote our current services and develop new ones; and (iii) any other use to which you specifically consent. borderless™ will not compensate you for our use of your content or trademark(s). You acknowledge that our use of your content and trademark(s) will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights to the content you provide, and you agree to waive your moral rights and promise not to assert such rights against us.
1.4. Password Security and Keeping Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs) or any other codes that you use to access our Services. You are responsible for keeping your personal information, mailing address and email address up to date in your borderless™ account. We will not have any liability to you for any unauthorized payment or transfer made using your password that occurs before you have notified us of a possible unauthorized use and we have had a reasonable opportunity to act on that notice. Accordingly, you should log into your borderless™ account regularly and review your transaction history for unauthorized transactions or access.
1.5. Communications Between You and Us.
Notices to You. You agree that we may provide you communications about your borderless™ account and Services electronically (as described in our Electronic Communications Delivery Policy) to the email address, by telephone to the telephone number, or by mail to the mailing address registered on your borderless™ account. Any electronic communications will be considered to be received by you within 24 hours after the time we post it to our website or email it to you. Any communications sent to you by local postal mail will be considered received by you three (3) Business Days after we send it and any communications sent to you by international postal mail will be considered received by you five (5) Business Days after we send it. Additionally, you acknowledge and agree that the borderless™ Services may include certain communications from us or our partners, such as service announcements and administrative messages, and that these communications are considered part of the borderless™ Services and you may not be able to opt out of receiving them. You agree that it is your responsibility to access all such communications.
If we are unable to deliver any communications due to incorrect address or contact information, you are in breach of this Agreement and we will have no further obligation to seek out correct contact information to continue to attempt to deliver. We are not responsible for your failure to receive any communication if sent in accordance with the contact information as provided by you.
Notices to Us. Notices to borderless™ must be sent by postal mail to:
1229 S Shelby Street
Louisville, KY 40203, USA
You understand and agree that, to the extent permitted by law, borderless™ may, without further notice or warning, monitor, record and maintain recordings of telephone conversations and all oral communication you or anyone acting on your behalf has with us or our agents for the purposes of (i) quality control; (ii) training; (iii) our own protection, and you hereby expressly authorize and agree to the taking and maintaining of such records. You acknowledge and understand that while your communications with us may be overheard, monitored or recorded, not all telephone lines or calls may be recorded and we do not guarantee that recordings of any particular telephone call will be retained or retrievable. All audio recordings are our sole property, subject to applicable law. You agree that such recordings may be relied upon by us in the event of any dispute.
1.6. Prohibited Businesses and Activities. You may not use our Services for any services, activities or business type we have identified as prohibited and as set forth in our Acceptable Use Policy. We retain full rights over the customers and the industry types we elect to service. We may amend our Acceptable Use Policy at any time by posting a revised version on our website.
You may not use our Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”).
In connection with your use of our websites, your borderless™ account, our Services or in the course of your interactions with us or our third parties, you may not: (i) breach the Terms, or violate any of our policies, or encourage or promote the breach of this Agreement or the violation of our policies; (ii) violate any law, statute, ordinance, or regulation (for example those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising); (iii) infringe on our or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (iv) sell counterfeit goods; (v) act in a manner that is defamatory, trade libelous, threatening or harassing; (vi) provide false, inaccurate or misleading information; (vii) send or receive what we reasonably believe to be potentially fraudulent funds; (viii) refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us; (ix) control an account that is linked to another account that has engaged in any of these restricted activities; (x) conduct your business or use our Services in a manner that results in or may result in: (a) complaints, (b) requests by buyers to invalidate payments made to you, (c) fees, fines, penalties or other liability or losses to borderless™ or other borderless™ customers, third parties or you; (xi) access our Services from a country not included on our Countries of Service list; (xii) take any action that imposes an unreasonable or disproportionately large load on our websites, software systems (including any networks and servers used to provide any of our Services) operated by us or on our behalf; (xiii) facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or borderless™ Service; (xiv) use an anonymizing proxy; (xv) use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission, or use any device, software or routine to bypass our robot exclusion headers, or interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of our Services) operated by us or on our behalf, any of our Services or other users’ use of any of our Services; (xvi) take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other Processors, suppliers or service providers; (xvii) circumvent any borderless™ policy or determination about your borderless™ account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including but not limited to, engaging in the following actions: (a) attempting to create new or additional borderless™ account(s) when an account has been restricted, suspended or otherwise limited, (b) creating new or additional borderless™ accounts using information that is not your own, (c) using someone else’s borderless™ account; (xviii) harass and / or threaten our employees, agents or other users; (xix) attempt to use another user’s unique user identification and unique password without their permission; or (xx) probe, scan, or test the vulnerability of the Services, or any related system or network.
1.7. Actions We May Take. If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect ourselves, our customers and others at any time, in our sole discretion. The actions we may take include, but are not limited to: (i) terminating this Agreement and/or closing or suspending your borderless™ account and we may refuse our Services to you in the future; (ii) limit your access to our websites, software, systems (including any networks and servers used to provide any of our Services) operated by us or on our behalf, your borderless™ account or any of our Services; (iii) contact buyers who have purchased goods or services from you using borderless™, your bank, other impacted parties, or law enforcement about your actions; (iv) update inaccurate information you provided us; (v) take legal action against you.
If you’ve violated our Acceptable Use Policy, then you are also responsible for damages to borderless™ caused by your violation of this policy. If you are a seller and you violate the Acceptable Use Policy, then in addition to being subject to the above actions, you acknowledge and agree that you will be liable to borderless™ for the amount of damages to borderless™ caused by your violation of the Acceptable Use Policy. You further acknowledge and agree that $5,000.00 U.S. dollars per violation of the Acceptable Use Policy is presently a reasonable minimum estimate of borderless™’ actual damages, considering all currently existing circumstances, including the relationship of the amount to the range of harm to borderless™ that could reasonably be anticipated because, due to the nature of the violation of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate. You hereby authorize borderless™ to debit your linked valid bank account for any such damages arising from any such violation.
You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by borderless™, any borderless™ customer, or a third party caused by or arising out of your breach of this Agreement and/or use of our Services. You agree to reimburse borderless™, any borderless™ customer, or any third party for any and all such liability.
1.8. Holds and Limitations. Under certain circumstances, in order to protect ourselves, comply with applicable laws, and protect the security and integrity of the network of users of our Services, we may take account-level or transaction-level actions. We retain the sole discretion to take these actions. To request information in connection with an account limitation or hold, you can contact us at firstname.lastname@example.org.
Our decision about holds and limitations may be based on confidential criteria that are essential to our management of risk and the protection of ourselves, our customers and/or our Processors and service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your borderless™ account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.
To restore your borderless™ account, you will need to resolve any issues with the account, often by providing information to us, although there may be certain situations where there is no specific action that you can take to help resolve the situation (for example if we are acting in accordance with applicable laws).
We and our representatives are not liable to you for any resulting losses whatsoever and you agree to indemnify us and our representatives to the extent that we or our representatives incur any losses in connection with placing a hold or limitation on your account.
borderless™ is not obligated to review the information for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information provided to us or any third party service providers in connection with any of the Services.
2.0. Your borderless™ Account
We offer two types of accounts: business accounts and personal accounts. To send and receive payments using our Services, you must register for a borderless™ account or send a payment as a Guest User (as defined below) pursuant to these Terms. We may terminate your use of our Services at any time, for any reason, whatsoever.
2.1. Eligibility. For an individual to use our Services, you must be at least eighteen (18) years old, or the age of majority in your state of residence, and have a bank account in our Countries of Service list. For a business to use our Services, you must be organized in, operating in, or a resident of and have a bank account in the United States or one of the countries on our Countries of Service list. For a list of accepted currencies, please see our Currencies of Service list. You represent and warrant that you are acting as a principal and have legal title to all funds used in connection with the transactions you authorize, and that any transaction is being undertaken in accordance with applicable law.
2.2. Business Accounts. We recommend business accounts for people, organizations and entities that use borderless™ to receive payments for the sale of goods or services. Business accounts may be subject to Fees that differ from the Fees that apply to personal accounts. You may use the borderless™ business account Services only to receive or make payments for goods and services. To register for a borderless™ business account, you or the person or persons registering for a borderless™ account (your “Representative”) must provide us with your business and/or trade name, business address, email address, phone number, tax identification number, business website or URL, the nature of your business activities, valid bank account information, and certain other information about you that we require. You consent to us accessing your personal and/or business credit report from a credit reporting agency at account opening and whenever we reasonably believe there may be an increased level of risk associated with your borderless™ account. We may also collect personal information (including full-name, birthdate, and government-issued identification number) about you, your beneficial owners, principals, and your Representatives. You agree to provide us with accurate and verifiable information about you and your business. Federal law requires that we verify some of your information. Until you have submitted, and we have reviewed and approved all required information, your borderless™ account will be available to you on a preliminary, restricted basis only, and we may close, suspend, or limit access to your borderless™ account and/or the Services in the event that we are unable to obtain or verify your information for any reason. You must provide accurate and complete information in response to our questions, and keep that information current. You confirm you are authorized to conduct business by the jurisdiction in which you operate and that you and your Representative are an authorized signatory for the business you represent.
No Surcharges. You agree that you will not impose a surcharge or any other fee for accepting borderless™ as a payment method. You may charge a handling fee in connection with the sale of goods or services as long as the handling fee does not operate as a surcharge and is not higher than the handling fee you charge for non-borderless™ transactions.
Presentation of borderless™. You agree to provide equal treatment to borderless™ vis-à-vis other payment methods or marks you offer at your points of sale (including websites or mobile applications). This includes at least equal or substantially similar: (i) logo placement; (ii) position within any point of sale; and (iii) treatment in terms of payment flow, terms, conditions, restrictions, or fees, in each case as compared to other marks and payment methods at your points of sale.
In representations to your customers or in public communications, you agree not to mischaracterize borderless™ or exhibit a preference for other payment methods over borderless™. Within all of your points of sale, you agree not to try to dissuade or inhibit your customers from using borderless™ or encourage the customer to use an alternate payment method. If you enable your customers to pay you with borderless™, whenever you display or exhibit the payment methods that you accept (either within any point of sale or in your marketing materials, advertising and other customer communications) you agree to display the borderless™ payment marks at least as prominently, and in at least as positive a manner, as you do for all other payment methods.
Business Representative. You and your Representative individually affirm to us that you and your Representative are authorized to provide the information described in these Terms on your behalf and to bind you to these Terms. We may require you or your Representative to provide additional information or documentation demonstrating you or your Representative’s authority. Neither you nor your Representative may register or attempt to register for a borderless™ account on behalf of a user previously terminated from the use of our Services without our express written consent. If you are a sole proprietor, you and your Representative also affirm that you and your Representative are each personally responsible and liable for your use of our Services and your obligations under these Terms.
2.3. Personal Accounts. We recommend personal accounts for people who need to make purchases. You may use the borderless™ personal account Services only to make payments for goods and services. To register for a personal borderless™ account, you must provide your personal information including your name, address, birthdate, phone number, valid bank account information, government issued ID and certain other information that we require. You consent to us accessing your bank account transaction and balance history, and personal credit report from a credit reporting agency at account opening and whenever we reasonably believe there may be an increased level of risk associated with your borderless™ account. You agree to provide us with accurate and verifiable information. Federal law requires that we verify some of your information. Until you have submitted, and we have reviewed and approved all required information, your borderless™ account will be available to you on a preliminary, restricted basis only, and we may close, suspend, or limit access to your borderless™ account and/or the Services in the event that we are unable to obtain or verify your information for any reason. You must provide accurate and complete information in response to our questions, and keep that information current.
Joint Account. Where more than one natural person enters into this Agreement with us, each natural person is jointly and severally responsible for the performance of all obligations under this Agreement and any payment. Each natural person is liable to us in the event of failure to perform any of the terms of this Agreement.
Buying Goods or Services. You can buy something from a seller who accepts borderless™, in any currency that the seller accepts and that borderless™ supports, using any Payment Method (as defined in section 3 of this Agreement) linked to your borderless™ account. This includes, for example: (i) buying something at an online retailer’s website and selecting borderless™ as your payment method at checkout; or (ii) sending money to a seller for goods or services. We supply our services to you for domestic and private use. If you use our services for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity in each case whether direct or indirect.
Not a U.S. Person. If you are not a U.S. person as defined under applicable U.S. laws and regulations, you agree to promptly notify borderless™ if you become a U.S. person. borderless™ and its representatives are not liable to you for any regulatory reporting obligations that are not known to borderless™ or its representatives.
2.4. Converting Accounts. You cannot convert a business account to a personal account or vice versa. To change your account type, please close your account and open a new one.
2.5. Guest User. We may allow a guest to use our Services (“Guest User”) to make limited payments without registering for a borderless™ account. The amount of funds you can send as Guest User will be restricted based on a risk assessment. Guest use requires you to provide information we will require to fulfill a transaction and comply with applicable laws. You will be required to register for a borderless™ account as your use increases.
2.6. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity, your information, the identity of your company and your company’s information. This may include asking you for further information, requiring you to provide a taxpayer identification number, and other information that will allow us to reasonably identify you, take steps to confirm the ownership of your email address or valid bank account, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. borderless™ reserves the right to close, suspend, or limit access to your borderless™ account and/or our Services in the event we are unable to obtain or verify this information for any reason.
2.7. Continuing Validation. At any time during your use of our Services, we may require additional information from you to verify beneficial ownership or control of your business or valid bank accounts, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business and your borderless™ account. This additional information may include, but is not limited to, business invoices, copies of government-issued identification, incorporation documents, business licenses, copies of bank statements, or other information related to you, your business, your Representative(s), your business’s beneficial owners or principals. Your failure to provide this information for whatever reason may result in suspension or termination of your borderless™ account, or a hold placed on any transactions.
2.8. Changes to Your Information. You agree to keep the information in your borderless™ account current. You must promptly update your borderless™ account with any changes affecting you, the nature of your business, the nature of your payment activities, your Representative(s), beneficial owners, principals, or any other pertinent information. In the event that you close the deposit account used for electronic funds debits, you shall provide borderless™ with immediate written notice. We may suspend or terminate your borderless™ account or place a hold on your transaction if you fail to keep this information current.
2.9. borderless™ Account Activity. You may view your borderless™ account activity at any time by logging into your borderless™ account. You are fully responsible for all activity that occurs under your borderless™ account, including any actions taken by a Representative or other persons to whom you have granted access to your borderless™ account. You have the right to receive an account statement showing your borderless™ account activity. You may view your borderless™ account statement by logging into your borderless™ account.
2.10. borderless™ Account Suspension, Limitation or Termination. You can deactivate your account in your account profile. When you deactivate your borderless™ account, we will cancel any scheduled or incomplete transactions. You will still be liable for all obligations related to your borderless™ account, even after the borderless™ account is closed. We may suspend, limit or terminate your borderless™ account and access to our Services without notice at any time, for any reason whatsoever. Any termination of these Terms does not relieve you of obligations to pay Fees (as defined in section 3 of this Agreement) or costs accrued prior to the termination and any other amounts owed to us as provided in these Terms. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account.
In certain cases, you may not close your borderless™ account, including: (i) to evade an investigation; or (ii) if you have a pending transaction or an open dispute or claim.
2.11. Dormant Accounts. If you do not log in to your borderless™ account for one (1) year or more, borderless™ may deactivate your borderless™ account.
2.12. Security. You are at all times solely responsible for the confidentiality and security of your username and password. You agree and acknowledges that: (i) there are inherent risks of using online financial services such as your borderless™ account if the security of your username and password are not strictly maintained; (ii) you will make reasonable efforts to, (a) take appropriate security measures to protect your devices and computer systems, (b) protect your username, password, personal details and other confidential data, (c) use unique usernames and passwords for different websites, applications or services and you agree and acknowledge that your username and password should not be based on common or typical passwords or password routines, and / or personal information, and (d) implement security protocols and policies, and install or acquire security products and protections including up‐to‐date anti‐virus, anti‐spyware, firewall software and operating systems on devices and computers, removal of file and print sharing options, regular and frequent back-up of critical data, encryption technology, terminating online sessions when complete, clearance of browser cache after each log in, prohibition of software and programs of unknown origin, prohibition on using websites that have not been reviewed for security and veracity, and prohibition of use of a computer or device which is not owned or authorized for use by the user or which is on a public network to access our Services; (iii) we may modify, or discontinue, our secure Internet or cloud-based electronic system, which allows users to access our Services through an interface or protocol or application program interface, including any proprietary borderless™ application program interface product and service related to such proprietary application program interface at any time or change its domain, without prior notice and without your consent; and (iv) we shall not be liable in any circumstance to you for any losses or unrealized profits resulting from the unavailability or suboptimal functioning of our Services.
3.0. Sending and Receiving Payments
3.1. Payment Purpose. You warrant and represent that your use of our Services is solely to receive and make payments as permitted under these Terms.
3.2. Linking a Bank Account. You can link or unlink a valid bank account to your borderless™ account as a (“Payment Method”). You must keep at least one (1) valid Payment Method linked to your account at all times. Please keep your valid bank account information current. If this information changes, we may update it as directed by your bank without any action on your part.
Making a Payment. To buy a permitted good or service, per the Acceptable Use Policy, using your borderless™ account, you may use the Payment Methods linked to your borderless™ account to fund transactions you make using your borderless™ account.
Receiving a Payment. If you receive a payment to your borderless™ account, borderless™ delivers the funds to the preferred Payment Method linked to your borderless™ account.
Selecting a Preferred Payment Method. If you have more than one linked Payment Method, you are required to select a preferred Payment Method. You can choose any of the Payment Methods linked to your borderless™ account as your preferred Payment Method. You can select a preferred Payment Method by logging in to your borderless™ account. If you have a preferred Payment Method, it will be shown as the primary method of payment when making a purchase and the only delivery point for any received payments through your borderless™ account.
There may be times when your preferred Payment Method cannot be used. Also, the availability of certain Payment Methods may be limited based on the particular seller or third party website you are using to complete the transaction.
If you have not selected a preferred Payment Method, or your preferred Payment Method is unavailable, we will show you multiple available Payment Methods, including the Payment Method you used most often or most recently, at the time of the transaction.
You may change your preferred Payment Method at any time by accessing the borderless™ dashboard. If you change your preferred Payment Method, it may take up to five (5) Business Days to take effect.
3.3. Payment Limits. We may, at our discretion, impose limits on the amount of money you can send or receive based on a risk assessment of your borderless™ account. For questions, please contact Customer Service at email@example.com.
3.4. Payment Review. You understand, acknowledge and agree that all transactions, wherever originated, may be processed by us, entities which may be located outside your country. As such, all transactions, wherever originated, will be processed in accordance with the laws and regulations of the jurisdiction where the transaction is being processed, including but not limited to, those laws and regulations relating to anti‐money laundering, anti‐terrorism financing and foreign asset control. We review and monitor payment transactions for risk, fraud, money laundering and terrorist financing activity. If we determine, in our sole discretion, that a transaction is high-risk, we will place a hold on the payment, provide notice to the sending and receiving parties, conduct a review, may contact you for additional information, and either clear or cancel the payment. If the payment is cleared, we will notify both parties; otherwise, we will cancel the payment and the funds will be returned to the buyer, unless we are legally required to take other actions. In order to prevent financial loss to you or to us, we may place a delay on a payment for a period of time, refuse to process a payment, or deactivate or freeze your borderless™ account. Freezing or deactivating can arise as a result of the account monitoring that we conduct as required by relevant laws or where the name of a sender or beneficiary of a payment matches a name on a relevant government list of prohibited persons or where the payment is being sent to a country that has been subjected to relevant government asset control or sanctions. If this occurs, borderless™ and its representatives are not liable to you for any resulting losses whatsoever and you agree to indemnify borderless™ and its representatives to the extent that borderless™ and its representatives incur any losses in connection with freezing or deactivating your account. If we have reason to suspect that you are using our Services to violate local, state or federal laws, we may share information about you with law enforcement agencies, or take other actions as required by law.
3.5. Refunded, Insufficient Funds, Invalidated and Reversed Transactions.
Refunded Transactions. You agree that you cannot recall or reverse a payment.
Insufficient Funds, Invalidated and Reversed Transactions. We may invalidate and reverse payments to you for any reason including if: (i) you do not fulfill the transaction as promised or you cannot provide proof of shipment or proof of delivery per our Proof of Shipment and Delivery Policy when required; (ii) third parties decide against you under their money back guarantee program (and you haven’t opted out); (iii) our investigation of a bank reversal (sometimes known as an electronic fund transfer return) made by a buyer or the buyer’s bank finds that the transaction was fraudulent; (iv) borderless™ sent the payment to you in error; (v) the payment was unauthorized; (vi) the sender has insufficient funds; (vii) you received the payment for activities that violate this Agreement or any other agreement between you and borderless™.
When you receive a payment, you are liable to borderless™ for the full amount of the payment sent to you plus any Fees if the payment is later invalidated or reversed for any reason. This means that, in addition to any other liability, you will be responsible to borderless™ for the amount of the payment, plus the applicable Fees if there is a reversal of the payment. You agree to allow us to recover any amounts due to us by debiting your linked valid bank account. If there are insufficient funds in your bank account to cover your liability, you agree to reimburse us immediately, upon demand, through other means. You agree to reimburse us for any fees imposed on us or costs we incur as a result of the transaction. Your failure to fully pay amounts that you owe us on demand will be considered a breach of these Terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including attorneys’ fees and expenses, collection agency fees, and any applicable interest. Your liability under this Section extends to any of your guarantors, successors and assigns.
3.6. Pricing. We will provide our Services to you at the rates and for the fees described in the Service Plan Table (the “Fee(s)”), and incorporated into these Terms by reference. We may offer special pricing or custom pricing for some businesses. We reserve the right to change our Fees at any time, for any reason. You agree and acknowledge that you have agreed to the relevant Fees for the Services before making or receiving a payment. All Fees payable under this Agreement are exclusive of any legally applicable value added tax or similar sales or turnover tax in any relevant jurisdiction.
Currency Conversion. Some uses of your borderless™ account require a currency conversion. Examples of situations where a currency conversion is required include, but are not limited to: (i) purchasing goods from a seller who accepts payments only in a specific currency which you do not hold in your linked Payment Method; (ii) receiving money from a buyer in a currency that your linked bank account is not configured to accept; (iii) if you sold something and the transaction must be reversed and you do not have the correct currency configured in your linked bank account. The exchange rate (“Rate”) visible on the screen at the time of the payment submission is the Rate applicable to the transaction. Once you submit a payment, you are deemed responsible for the transaction.
Reversal Currencies. All reversals will be made in the same currency as the original transaction. If your transaction must be reversed and you do not have the correct currency available in your bank account, a currency conversion will be performed.
3.7. Payment Processing Delays. We will use commercially reasonable efforts to process and facilitate your payment in accordance with these Terms and applicable law. When you send a payment to a receiver, the payment is treated as authorization to process your payment and complete the transaction. We are not liable for any losses resulting from a delayed payment.
3.8. Errors Regarding Payments. It is your responsibility to review all payment transactions initiated through our Services. Your payment transaction information is maintained in your borderless™ account and included in the Confirmations we provide you. You may not assert any claim against us or our representatives in connection with any errors, discrepancies or irregularities if you did not exercise reasonable care in examining any such communication which reflected such errors, discrepancies or irregularities, or if you did not notify borderless™ in writing and in a reasonably prompt manner that you dispute any information contained in, or missing from, any communication. All questions about transactions made through our Services must be directed to us in writing to firstname.lastname@example.org. Notify us as soon as you can if you think your statement or receipt is incorrect or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than thirty (30) days after we sent the FIRST receipt on which the problem or error appeared. Tell us: (i) your name; (ii) describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; (iii) tell us the dollar amount of the suspected error. If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) Business Days. You must provide us with all information necessary for us to investigate the error, discrepancy or irregularity.
Errors. An error means: (i) money is taken or placed incorrectly through our Services or when a transaction is missing, not properly identified or incorrectly recorded in your borderless account or your borderless™ account statement; (ii) you send a payment and we debit the incorrect amount; (iii) we make a computational or mathematical error related to your borderless account; (iv) you request additional information or clarification concerning a transfer to or from your borderless™ account, including a request you make to determine whether an error has occurred; (v) you inquire about the status of a pending transaction; (vi) you request documentation or other information, unless the request is for a duplicate copy for tax or other record-keeping purposes. An error is not: (i) if you give someone access to your borderless account (e.g., by giving them your login information) and they use your borderless™ account without your knowledge or permission (you are responsible for transactions made in this situation); (ii) invalidation and reversal of a payment as pursuant to Section 3.5. of this Agreement; (iii) routine inquiries about your borderless account; (iv) requests for duplicate documentation or other information for tax or other recordkeeping purposes.
Error Resolution. We will rectify any of our processing errors that we discover. If the error results in a receiver’s receipt of less than the correct amount to which a receiver is entitled, we will credit their account for the difference. If the error results in their receipt of more than the correct amount to which a receiver is entitled, we will debit the extra funds from their account.
Conclusive Evidence. For avoidance of doubt, we shall be entitled to rely on our own records of any information or data relating to you as conclusive evidence of the fact against you for all purposes save for manifest error.
3.9. Unauthorized Transactions. An Unauthorized Transaction is a type of error that occurs when payment is sent that the sender did not authorize and that did not benefit the sender. An Unauthorized Transaction is NOT: (i) if you give someone access to your borderless™ account (e.g., by giving them your login credentials) and they use your borderless™ account without your knowledge or permission (you are solely responsible for transactions made in this situation); (ii) invalidation and reversal of payments as a result of actions described under Section 3.5. of this Agreement.
You are responsible for the security of your borderless™ account and the credentials which are used to make payments. To protect yourself from Unauthorized Transactions, you should regularly log into your borderless account and review the activity to ensure that there has not been an Unauthorized Transaction or other error. A Confirmation may also be provided for each transaction. You should also review these transaction Confirmations to ensure that each transaction was authorized and is accurate.
If you believe your borderless™ login information has been lost or stolen, write to email@example.com. Contact us IMMEDIATELY if you believe your borderless™ login information has been lost or stolen, or if you believe a transaction has been made without your permission using your login information. If your borderless™ account statement shows transactions that you did not make, including those made with your borderless™ login information or by other means, tell us immediately.
When an Unauthorized Transaction occurs, we will work with you to provide information necessary for you to seek remedies that may be available to you through your financial institution and we will work with you to address the issue; however, you and your users are solely responsible for all activity on your borderless™ account. We will have no responsibility for any losses incurred by reason of any use, whether authorized or unauthorized. You agree to hold us harmless from any losses we may incur by reason of the use of your borderless™ account. Unauthorized Transactions that result from our processing error will be addressed as set forth in section 3.8. of this Agreement.
3.10. Cancelled Transactions. Once we accept a payment, you may not cancel the payment and you are liable for all amounts owed as a result. As set out above, you may correct payment details if the Confirmation does not reflect the payment details agreed upon.
3.11 No Advice. You represent that each transaction entered into by you will be based upon your own judgment and that you are not relying on any communication of borderless™ or its representatives as investment advice, as a recommendation to enter into a transaction or as an assurance of expected results. You acknowledge that we are not acting as a fiduciary or advisor to you in respect of any transaction or any other Services. For the avoidance of doubt, you will obtain any necessary independent legal, tax, financial and other advice in relation to any transaction and before accepting the Terms. We make no representation, warranty or guarantee as to the performance, returns, loss or risks in connection with any transaction. No representative of borderless™ may waive or vary any of borderless’ rights as set out in the Terms nor may they accept any liability on borderless’ behalf.
4.0. Changes to the Service
We will occasionally provide automatic updates to our Services and its functionality to improve your experience. These updates may not be consistent across all platforms and devices. You agree to take no action to interfere with these updates and changes to our Service. We have the right, at any time and for any reason, to change, modify, add to, discontinue or retire any aspect or feature of the Services including, but not limited to: (i) the hours of availability; (ii) equipment needed for access or use; (iii) maximum or minimum settlement amounts; (iv) the availability of our Services on any particular device or platform. We have no obligation, but will make a reasonable effort, to provide you with notice of any such changes on our website. Unless explicitly stated otherwise, any new features, changes, or modifications that augment or enhance the Services, including any new service, are subject to this Agreement.
5.0. General Provisions
5.1. Indemnity. You must indemnify us for actions related to your
borderless™ account and your use of our Services. Notwithstanding the
foregoing or anything to the contrary in these Terms, you agree to defend,
indemnify, and hold us harmless, and our respective employees, directors,
agents, affiliates and our Processors (collectively, “borderless™ Parties”)
from and against any claim, suit, demand, loss, liability, damage, action,
proceeding, or expense (including reasonable attorneys’ fees) made or
incurred by any third party, arising out of or relating to: (i) your breach
of any provision of these Terms; (ii) your use of our Services; (iii) your
obligation to pay for any Fees or other amounts owing to us, or third
parties; (iv) negligence or willful misconduct by you, your employees,
contractors, agents or Representatives; (v) your violation of any law or
the rights of a third party; and (vi) the actions or inactions of any third
party to whom you grant permission to use your borderless™ account, or
access our websites, software, systems (including any networks and servers
used to provide any of our Services) operated by us or on our behalf, or
any of our Services on your behalf.
In addition, you will indemnify, defend and hold the borderless™ Parties harmless from and against any and all claims, costs, losses, damages, judgments, Taxes, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through our Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).
You shall indemnify us and our representatives and hold us and our representatives harmless from and against any and all losses resulting from our non‐compliance with applicable privacy laws which are a direct consequence of your actions or omissions.
5.2. Limitation of Liability. Our liability is limited with respect to your
borderless™ account and your use of our Services. In no event will
borderless™ Parties be liable for any lost profits, lost revenue, lost
business opportunity, loss of data, or any indirect, punitive, incidental,
special, consequential, or exemplary damages arising out of, in connection
with, or relating to these Terms (however arising, including negligence),
our websites, software, systems (including any networks and servers used to
provide any of our Services) operated by us or on our behalf, or our
Services, including without limitation the use of, inability to use, or
unavailability of our Services. Under no circumstances will any of the
borderless™ Parties be responsible for any damage, loss or injury resulting
from hacking, tampering, or other unauthorized access or use of our
Services or your borderless™ account or the data contained therein, or your
failure to use or implement security, controls or processes that are
appropriate for your business or person.
In addition, borderless™ Parties assume no liability or responsibility for any damages or losses (including, but not limited to, personal injury or property damage, loss of money, goodwill, reputation, profits or other intangible losses, or any special, indirect, or consequential damages) of any nature whatsoever, resulting directly or indirectly from: (i) your access to or use of, or your inability to use, our websites, software, systems (including any networks or servers used to provide any of our Services) operated by us or on our behalf, or any of our Services; (ii) delays, interruptions, cessations of transmission to or from our Services, or disruptions in our websites, software, systems (including any networks or servers used to provide any of our Services) operated by us or on our behalf, or any of our Services; (iii) any misuse of our Services or data; (iv) any software bugs, viruses, or other harmful or malicious code and software that may be transmitted or obtained through or by accessing our websites, software, systems (including any networks or servers used to provide any of our Services) operated by us or on our behalf, or any website or service linked to our websites or software, or any of our Services; (v) any errors, glitches, bugs, inaccuracies, or omissions in our websites, software, systems (including any networks and servers used to provide any of our Services) operated by us or on our behalf, data, any of our Services or the information and graphics obtained from them; (vi) the content, actions, inactions, defamatory, offensive or illegal conduct of any third party; (vii) a suspension or other action taken with respect to your borderless™ account; or (viii) your need to modify your practices, content or behavior, or your loss of or inability to do business, as a result of the changes to this Agreement or our policies.
Without limiting anything to the contrary, the borderless™ Parties’ cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate amounts actually received by us (including any Fees paid to us) for providing our Services to you during the three (3) month period immediately preceding the event that gives rise to the claim for liability.
Both Parties agree that this limitation represents a reasonable allocation of risk, without which we would not have entered into this agreement. This limitation of liability section applies regardless of the legal theory that the claim is based on, including, without limitation, contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if we have been advised of the possibility of such damage. The foregoing will apply to the fullest extent permitted by law.
5.3. No Warranty; Disclaimer. OUR SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. BORDERLESS, OUR AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF BORDERLESS, OR OUR AFFILIATES, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not have any control over the products or services that are purchased through our Services, and we cannot ensure that a payment sender or receiver you are dealing with will actually complete the transaction or is authorized to do so. We do not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our websites, software, or systems (including any networks and servers used to provide any of our Services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because our Services are dependent upon many factors outside of our control, such as delays in the banking system, of the U.S. or international mail service. Certain Services may not be available to you based on residency, geographic location or other eligibility criteria. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
5.4. Release of borderless™. If you have a dispute with any other borderless account holder, you release borderless™ and our affiliates 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. In entering into this release, you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
5.5. Entire Agreement, Severability.
Entire Agreement. These Terms and all policies and procedures that are incorporated by reference constitute the entire agreement between you and us for the provision and use of our Services. Except where expressly stated otherwise in writing executed between you and us, these Terms will prevail over any conflicting policy or agreement for the provision or use of our Services. These Terms set forth your exclusive remedies with respect to our Services. If any provision or portion of these Terms is held to be invalid or unenforceable under law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
Severability. In the event that any provision contained herein shall for any reason be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from these Terms, the remainder hereof shall remain in full force and effect and enforceable.
5.6. No Waiver. Our failure to act with respect to a breach of any of your obligations under this Agreement by you or others does not waive our right to act with respect to any subsequent breach of the same or any other provision, or similar breaches, nor shall a delay or omission to avail ourselves of any right, power or privilege that we have or may have hereunder operate as a waiver of any right, power or privilege.
5.7. Applicable Law. You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in these Terms, the laws of the State of Kentucky, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and us.
5.8. Assignment. You may not transfer or assign any rights or obligations you have under these Terms without the prior written consent of borderless™. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms at any time. These Terms shall inure to the benefit of all permitted successors and assigns.
5.9. Business Days. References in this Agreement to “Business Day(s)” mean(s) a day on which commercial banks are open for ordinary banking business in both the jurisdiction in which a payment is initiated and the one in which such a payment is executed. For example, in the U.S., this means Monday through Friday, excluding holidays when our offices are not considered open for business. U.S. Holidays include New Year’s Day (January 1), Martin Luther King Jr’s Birthday (the third Monday in January), George Washington’s Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November), Black Friday (the fourth Friday in November), and Christmas Day (December 25). If a holiday falls on a Saturday, borderless™ observes the holiday on the prior Friday. If the holiday falls on a Sunday, borderless™ observes the holiday on the following Monday.
5.10. Consumer Fraud Warning. We are always looking for ways to help keep
you even more secure. Stay alert and vigilant for some of these common
scams: (i) spoofing - a scammer sends forged or faked electronic documents
or emails falsely claiming to be borderless™ or coming from borderless™ but
asks you to send money outside your borderless™ account; (ii) lottery or
prize - a scammer informs you that you’ve won a lottery or prize and must
send money in order to claim it; (iii) debt collection - a scammer
impersonates a debt collector and induces you to send money using threats
or intimidation; (iv) employment related - a scammer instructs you to send
money in connection with a fraudulent offer of employment.
Always use common sense. If something sounds too good to be true, it probably is. Only send money for yourself and not for others. Please let us know immediately if you believe someone is trying to scam or defraud you by writing us at firstname.lastname@example.org.
5.11. Privacy. Protecting your privacy is very important to us. Please
maintaining your privacy, as well as our use and disclosure of your
information. You acknowledge that, by using our Services, you may process
information which is considered as being personal data and/or personal data
information that is considered sensitive under the laws applicable to you.
You acknowledge that you shall be solely and exclusively responsible to
take all the necessary measures on your website/app and for obtaining any
consent that you are legally obliged to obtain from your users/customers.
By accepting the Terms contained within this agreement, including its annexes, you acknowledge represent and warrant that you shall comply with all applicable laws, including but not limited to data protection and privacy laws, and that you shall indemnify borderless™ and its affiliates against any third party claims related to violation of such applicable laws in the use of the Service.
5.12. Your Use of Information; Data Protection Laws. If you receive
information about another borderless™ user, you must keep the information
confidential and only use it in connection with our Services. You may not
disclose or distribute any information about borderless™ users to a third
party or use the information for marketing purposes unless you receive that
user’s express consent to do so. You may not send unsolicited emails to a
borderless™ user or use our Services to collect payments for sending, or
assist in sending, unsolicited emails to third parties. To the extent that
you (as a seller) process any personal data about a borderless™ user
pursuant to these Terms, you agree to comply with the requirements of any
applicable data protection laws. You have your own, independently
data that you hold as a data controller, including a record of your
activities related to the processing of personal data under these Terms.
The data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of our Services described in these Terms. If you process personal data from Europe pursuant to this agreement, you must comply with the EU Directive 95/46/EC or the General Data Protection Regulation (EU) 2016/679 (GDPR).
In complying with all such laws, you will: (i) implement and maintain all appropriate security measures for the processing of personal data; (ii) not knowingly do anything or permit anything to be done which might lead to a breach of any data protection laws by borderless™.
5.13. Force Majeure. Neither we, nor our representatives, will be liable for: (i) any direct, indirect, special, incidental or consequential damages (including but not limited to loss of profits or expenses); (ii) delays in processing; or (iii) other nonperformance caused by telecommunications, utility failures, or equipment failures, electronic failures, mechanical failure, legal process, labor strike, riots, other civil disturbances, wars, government acts, acts of terrorism, cyber crimes, non-performance of our vendors, suppliers or Processors, fires or acts of nature, or any other event over which we have no reasonable control. Nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, reversals, or returns under this Agreement.
5.14. Taxes. Our fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, for example,
value-added, sales, use or withholding taxes, assessable by any
jurisdiction (collectively, “Taxes”). You are responsible for determining
any and all Taxes assessed, incurred, or required to be collected, paid, or
withheld for any reason for your use of our Services. You also are solely
responsible for assessing, collecting, withholding, reporting, and
remitting the correct Taxes to the appropriate authority. We are not
obligated to, nor will we determine whether any Taxes apply to your
transaction, or calculate, collect, report or remit any Taxes arising from
any transaction. We specifically disclaim any liability for Taxes.
You acknowledge and agree that borderless™ is required to report certain transactions to certain regulators under any applicable laws, rules, regulations, instruments, orders or directives and any requirements of a regulatory or supervisory organization that mandate reporting and/or retention of transaction and similar information. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.
5.15. Transaction Processing. You understand, acknowledge and agree that all transactions, wherever originated, may be processed by a Processor, which may be located outside of your country. All transactions, wherever originated, will be processed in accordance with the laws and regulations of the jurisdiction where the transaction is being processed, including but not limited to, those laws and regulations relating to anti‐money laundering, anti‐terrorism financing and foreign asset control.
5.16. Court Orders, Regulatory Requirements or Other Legal Processes. If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including placing a limitation on your borderless™ account. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or your borderless™ account or our Services. When we implement a limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the limitation may remain in place longer than one-hundred and eighty (180) days.
5.17. Insolvency. If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
5.18. Independent Contractor. Our relationship with you under these Terms is as a payment service provider and we are an independent contractor for all purposes. We are not your agent or trustee. Except as otherwise provided herein, neither we nor you have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on each other’s behalf, or to bind each other in any matter.
5.19. Term, Termination, Suspension. We may, in our sole discretion, suspend or terminate this user agreement, access to or use of our websites, software, systems (including any networks and servers used to provide any of our Services) operated by us or on our behalf or some or all of our Services for any reason and at any time upon the occurrence of a Termination Event without further notice to you or in all other circumstances with notice to you. A Termination Event means: if you (i) fail to deliver good funds for a transaction, or communicate to us an intent not to provide us with the foregoing in relation to any payment; (ii) dispute the validity or existence of a payment; (iii) default, or communicate your intent to default, on any of your obligations described in this Agreement including any of the representations or warranties set out in this Agreement or elsewhere; (iv) are or are reasonably likely in our sole opinion to become insolvent or otherwise unable to pay your debts as they become due, or are subject to any proceeding, whether voluntary or involuntary, for bankruptcy, liquidation, administration or relief from creditors (collectively, “Insolvent”); (v) cease or threaten to cease to carry on business or sell all, or substantially all of the assets of your business; (vi) receive notice of, or become subject to a regulatory or enforcement action or investigation which, in our reasonable judgment, will materially impair the terms of this Agreement, the expected economic value of this Agreement, or our business reputation; (vii) breaches this Agreement or any terms of a transaction; (viii) make or receive a payment that we reasonably deem to represent a regulatory, compliance or business risk; or (ix) are, or are suspected of, regulatory non‐compliance or breach of any laws or regulations.
5.20. Survival. The following shall survive the termination of these Terms: (i) all liabilities accrued under these Terms prior to the effective date of termination; (ii) all provisions that give rise to a Party’s ongoing obligation; (iii) all provisions of Sections 1.2, 2.7, 2.9, 3.5, and 5.1 through 5.19 of these Terms; and (iv) any other terms which by their nature should survive.
5.21. Your Representations and Warranties. You represent, warrant and covenant that: (i) all statements contained in this Agreement, and any other information contained in the documentation submitted in support of this Agreement, are true and correct and that you will notify borderless immediately if any of such information is no longer true; (ii) you are responsible for ensuring the accuracy and completeness of instructions in respect of each and every transaction; (iii) you have initiated each payment solely based on your analysis and / or third party advice and have not received or relied upon any advice from borderless™ with respect to the suitability or appropriateness of such payment; (iv) you will maintain security systems, procedures and controls to prevent and detect: (a) the theft of funds, (b) forged, fraudulent and unauthorized instructions and electronic transfer of funds by anyone who is unauthorized, (c) losses due to fraud or unauthorized access to the service by anyone who is not authorized; (v) you will make your own arrangements to provide the equipment and software you need to meet your desired levels of service, security and reliability (equipment includes computer systems and telecommunication devices; all equipment and software must meet our requirements and specifications for the Service; all purchase, installation and maintenance costs will be at your sole expense; we may, if we so choose, specify security procedures for a Service, which you are required to follow); (vi) you will keep any keys, access codes, security devices and verification procedures safe and confidential, and change them at least as often as the Service materials specify (we may establish a routine to verify the source and authenticity of payment instructions you provide and may verify an instruction before acting on it; we may act on instructions that contain the verification routine without checking authority).
If you are located in a jurisdiction with privacy and data protection laws (e.g., the European Economic Area (EEA) or California) or have any visitors from such jurisdictions, you represent and warrant that you will use the Service in accordance with the GDPR, including that: (i) you will clearly describe in writing how you plan on using any data processed, including for your use of our Services; (ii) you have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply; (iii) you have processed all data relating to any individual in compliance with all data protection laws and regulations; and (iv) you agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties.
Limitation on Services. You represent that the Services are being used for personal, business or commercial purposes only and in the course of effecting genuine transactions and not for the purpose of speculation and/or investment. You further represent, warrant and confirm that all payments will be made pursuant to and in accordance with this Agreement. You agree not to use our Services to make payments for any illegal purpose. In addition, you certify that you will not use our Services to make any payments relating to online gambling, pornography, firearms and other purposes, as outlined in our Acceptable Use Policy. You acknowledge that any payment accepted by us will be binding upon and enforceable against you and does not violate the terms of any other agreement to which you are bound.
Your Funds. You represent and warrant that you are acting as a principal and have legal title to all funds used in connection with the payments, and that any payment is being undertaken in accordance with applicable law.
Compliance with Laws. You represent and warrant that you will comply (and will cause your employees, agents, and representatives to comply) with all applicable laws to you, your business and your use of our Services. Use of our Services is subject to all applicable laws and regulations regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of our Services will comply with such laws and regulations, including, without limitation, the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury.
5.22. Dispute Resolution. The Parties will use our best efforts to resolve any disputes arising hereunder without formal litigation. If a dispute arises out of, or in connection with, this Agreement or the performance, validity or enforceability of it and we do not resolve some or all of the dispute through normal internal discussions, then we will follow the procedure set out in this clause: (i) at first instance, you agree to escalate the matter in dispute to the most senior officer within your Party; and (ii) at second instance, if we do not resolve some or all of the issues in dispute within thirty (30) calendar days after the first day that the matter has been escalated at first instance, then you agree to attempt to resolve the dispute through mediation, in accordance with the Terms of Mediation set out in this Agreement.
You agree that the representatives selected to participate at all instances in the dispute resolution process will have the authority required to settle the dispute, whether by virtue of the authority of their office, or by virtue of delegated authority. Any discussions at the first and second instances shall be regarded as “without prejudice” for the purpose of settlement negotiations and you and your representatives shall treat them as confidential, unless otherwise required by law. You may not commence any court proceedings in relation to any dispute arising out of this Agreement until an attempt has been made to settle the dispute by mediation as set forth is section 5.23 and either the mediation has terminated or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
The Parties agree that this section shall not prevent us or our Processors from seeking payment for unsettled Services through the use of a collection agency duly registered in the relevant province or territory. Should recovery not be successful through the collection agency process, then we will follow the steps set out in this section.
5.23. Terms of Mediation.
Notice of Mediation. If a dispute arises and some or all of the dispute cannot be resolved through first instance negotiations, as set out above, then we will attempt to settle the dispute by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. To initiate the mediation, either Party may promptly submit to the other Party a notice of intent to mediate. A copy of the notice should be sent to CEDR. This notice shall be in writing and shall specify the issues in dispute. The General Provisions of this Agreement apply equally to the documents referred to in this section.
Selection of Mediator. The mediator can be chosen by joint agreement of both Parties, or if unable to agree within fourteen (14) calendar days of the date of delivery of the notice of intent to mediate, or if both Parties agree, by the CEDR.
Schedule. The Parties shall jointly select a date for the mediation that is no later than ninety (90) calendar days from the date of the notice of intent to mediate.
Location. The mediation shall be held in Louisville, Kentucky.
Exchange of Information. You agree to an exchange of all information upon which you intend to rely in any oral or written presentation during the mediation. This exchange shall be completed no later than fourteen (14) calendar days prior to the date set for the mediation.
Costs. You agree that each Party will be responsible for their own costs of mediation, including travel. Fees and expenses of the mediator and all administrative costs of the mediation, if any, shall be shared equally by both Parties.
Confidentiality. Any discussions between the Parties during the mediation shall be regarded as “without prejudice” for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non‐discoverable by virtue of its use during the mediation.
Caucusing. The mediator is free to caucus with the Parties individually, as the mediator sees fit to improve the chances of a mediated settlement. Any confidential information revealed to the mediator by one Party during such caucusing may only be disclosed to the other Party with the former Party’s express permission.
Prohibition against Future Assistance. It is agreed that the mediator will neither represent nor testify on behalf of any of the Parties in any subsequent legal or administrative proceeding between the Parties or where they are opposed in interest. It is further agreed that the personal notes and written opinions of the mediator made in relation to this mediation are confidential and may not be used in any subsequent proceeding between the Parties.
Termination. The mediation may be terminated by any means described in the CEDR Model Mediation Procedure.
Mediator’s Report. In the event that no agreement is reached, or is reached on some issues only, the mediator shall promptly provide a report to the Parties stating that no agreement was reached on some or all of the outstanding issues.
Other Proceedings. No Party may commence any court proceedings in relation to any dispute arising out of this Agreement until they have followed the procedures outlined in this Agreement and attempted to settle the dispute by mediation and either the mediation has terminated or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
5.24. Third Parties. This Agreement is not intended to, and shall not, confer upon anyone other than the Parties and their lawful successors or assigns any legal or equitable rights, benefits, claims or remedies of any nature.
5.25. Contacting Us. If you have questions concerning these Terms, you may contact us at email@example.com.
Appendix A: 1. Yodlee Terms of Service
A1.1 Provide Accurate Information. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other websites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
A1.2 Proprietary Rights. You are permitted to use information, data or other materials delivered to you through the Yodlee Service only on the Service. You may not copy, reproduce, distribute, or create derivative works from this information, data or other materials. Further, you agree not to reverse engineer or reverse compile any of the Yodlee Service technology, including but not limited to, any Java applets associated with the Yodlee Service .
A1.3 Content You Provide. You are licensing to borderless™ and Yodlee, Inc. (“Yodlee”), any data, passwords or other information (collectively, “Content”) you provide through or to the Yodlee Service. borderless™ and Yodlee may use, modify, display, distribute and create new material using such Content only to provide the Yodlee Service and the Service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, borderless™ and Yodlee may use the Content for the purposes set out above.
A1.4 Third Party Accounts. By using the Yodlee Service, you authorize borderless™ and Yodlee to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant borderless™ and Yodlee a limited power of attorney, and you hereby appoint borderless™ and Yodlee as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party Internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person, only as required to provide you the Service. You acknowledge and agree that when borderless™ or Yodlee accesses and retrieves information from third party sites, borderless™ and Yodlee are acting as your agent, and not the agent or on behalf of the third party. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Yodlee Service is not endorsed or sponsored by any third party account providers accessible through the Yodlee Service .
A1.5 Disclaimer of Warranties. You expressly understand and agree that:
your use of the Yodlee Service and all information, products and other content (including that of third parties) included in or accessible from the Yodlee Service is at your sole risk. The Yodlee Service is provided on an "as is" and "as available" basis. borderless™ and Yodlee expressly disclaim all warranties of any kind as to the Yodlee Service and all information, products and other content (including that of third parties) included in or accessible from the Yodlee Service, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
borderless™ and Yodlee make no warranty that: (i) the Yodlee Service will meet your requirements; (ii) the Yodlee Service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Yodlee Service will be accurate or reliable; (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Yodlee Service will meet your expectations; or (v) any errors in the technology will be corrected.
Any material downloaded or otherwise obtained through the use of the Yodlee
Service is done at your own discretion and risk and you are solely
responsible for any damage to your computer system or loss of data that
results from the download of any such material. No advice or information,
whether oral or written, obtained by you from borderless™ or Yodlee through
or from the Yodlee Service will create any warranty not expressly stated in
A1.6 Limitation of Liability. You agree that neither borderless™ or Yodlee nor any of their affiliates, account providers or any of their affiliates will be liable for any harms, which lawyers and courts often call direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if borderless™ or Yodlee has been advised of the possibility of such damages, resulting from: (i) the use or the inability to use the Yodlee Service; (ii) the cost of getting substitute goods and services; (iii) any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Yodlee Service; (iv) unauthorized access to or alteration of your transmissions or data; (v) statements or conduct of anyone on the Yodlee Service; (vi) the use, inability to use, unauthorized use, performance or non-performance of any third party account provider site, even if the provider has been advised previously of the possibility of such damages; or (vii) any other matter relating to the Yodlee Service.
A1.7 Indemnification. You agree to indemnify borderless™ and Yodlee and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from your use of the Service, your violation of these terms, and/or your infringement of any intellectual property or other right of anyone.
A1.8 Yodlee. You agree that Yodlee is a third party beneficiary of the above provisions, with all the rights to enforce such provisions as if Yodlee were a party to this Agreement.
Appendix B:1. Processor: AFEX Terms of Service
B.1.1 United States of America.
Business Account Terms can be accessed here: Business Terms https://www.afex.com/docs/unitedstates/us_business_account_tcs.pdf
Personal Account Terms can be accessed here: Personal Terms https://www.afex.com/docs/unitedstates/us_personal_account_tcs.pdf
Business Account Term, can be accessed here: Business Terms https://www.afex.com/docs/australia/au_business_account_tcs.pdf
Personal Account Terms can be accessed here: Personal Terms
Business Account Terms can be accessed here: Business Terms
Business Account Terms in French can be accessed here: https://sf-asset-manager.s3.amazonaws.com/95763/16157/1835.pdf
Personal Account Terms can be accessed here: Personal Terms
Personal Account Terms in French can be accessed here:
B.1.4 United Kingdom.
Business Account Terms can be accessed here: Business Terms https://www.afex.com/docs/unitedkingdom/uk_business_account_tcs.pdf
Personal Account Terms can be accessed here: Personal Terms https://www.afex.com/docs/unitedkingdom/uk_personal_account_tcs.pdf