Acceptance of Agreement. By using or visiting the Dwello website (“Site”) or registering or using our online property management services offered on the Site, you agree to these terms and conditions (“Terms”), including any materials available on the Dwello Site incorporated by reference herein, including but not limited to Dwello privacy and security policies.
Changes to Terms. Dwello may, in its sole discretion, revise these Terms at any time without advance notice to you. The current revised version will be effective at the time we post it on our Site. You are bound by such revisions by continuing to use or visit the Site after they are posted online.
Description of Dwello Services. Dwello currently provides access to an Internet-based online property management services to corporate affiliates, rental property owners, rental property managers, landlords (collectively “Managers”) and their respective tenants, which facilitates, among other things, various electronic rent collection and payment services. The Dwello services include our website and our products and services directed to Managers, tenants and others, including, without limitation, our online property management and administration services, rent collection and payment facilitation services, payment reporting services, account transaction history records, expense tracking services, mail notification services, credit reporting and credit-related products and services, bill verification services, payment collection-related services, and any related products and services offered by Dwello, whether or not they are specifically described in this Agreement (collectively the “Services”). Unless explicitly stated otherwise, any new features, which enhance or augment Dwello’s current service offering shall be subject to these Terms.
Tenant Services. As the tenant of a Manager, you are eligible to use the Services to pay your rent and any related fees. Your on-line electronic payment made through the Service will be remitted to your Manager. You will receive a timely written confirmation from Dwello acknowledging Dwello’s receipt of on-line electronic payments.
Manager Services. As the Manager of a tenant, you will have rent payments of those tenants who have accepted our Services automatically deposited into your bank account every month and you will receive a timely written confirmation from Dwello confirming Dwello’s on-line electronic payment.
Access of Services. You are responsible for obtaining, installing, maintaining and operating all software, hardware, or other equipment necessary for you to access and use the Services. This responsibility includes, without limitation, you utilizing up-to-date web-browsers and the best commercially available encryption, antivirus, anti-spyware and Internet security software. Your use of any browser may also be subject to the license agreements of the browser manufacturer, in addition to these Terms. You are additionally responsible for obtaining Internet services via the Internet service provider of your choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and you hereby expressly assume such risks (to the extent the law allows you to do so). You acknowledge that you have requested the Services for your convenience, have made your own independent assessment of the adequacy of the Internet as a delivery mechanism for accessing information and initiating instructions and that you are satisfied with that assessment. We are not responsible for any Internet access services. Dwello shall not be responsible for any failure in the Services due to malfunction or loss of your system or Internet service providers or from the malfunction or failure of equipment, software or services used by Dwello that are beyond the reasonable control of Dwello.
Account, Password and Security. You will create a password and account designation when completing the sign up process for the Services. You are solely responsible for maintaining the confidentiality of your password and account, and you are fully responsible for all activities occurring under your password or account. You agree to notify Dwello immediately if you notice unauthorized use of your password or account or any other breach of security. Dwello cannot and will not be liable for any damage or loss arising from your failure to comply with this provision.
Our Relationship with You. Nothing in these Terms shall be construed as creating or constituting a partnership, joint venture, franchise, or agency relationship between Dwello and User. Dwello is acting solely as a payment facilitation service provider between Manager and tenant. The User shall not have the ability to create any obligation on Dwello’s behalf. Dwello does not have control of, responsibility for, involvement in, or liability for, the underlying transactions or services for which you may use the Dwello Services. Any matters arising between tenant and Manager and/or any other third parties must be handled between the parties involved. Also, we do not guarantee the identity of any User or user.
Privacy of Others. If you receive information about another Dwello User through the Dwello Services, you must keep the information confidential and only use it in connection with the Dwello Services. You may not disclose or distribute a Dwello User’s information to a third party or use the information for marketing purposes unless you receive the User’s express consent to do so.
Assignment. You may not transfer, assign, or delegate these Terms or any rights or obligations under these Terms, in whole or in part, whether voluntarily or by operation of law, without Dwello’s prior written consent. Dwello reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.
Notices to You. You agree that Dwello may provide notice to you by posting it on our Site, emailing it to the email address listed in your account, or mailing it to the street address listed in your account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our Site or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three business days after it is sent. Dwello reserves the right to close your account if you withdraw your consent to receive electronic communications.We will charge you a records request fee of $25 to provide a paper copy. Dwello reserves the right to close your account if you withdraw your consent to receive electronic communications.
Notices to Dwello. Notices to Dwello must be sent by e-mail to firstname.lastname@example.org.
Transaction History. You may view your transaction history by logging into your Dwello account and looking at your account history. You will also receive an email notification when monthly and annual reports are ready. You agree to review your transactions through your online account history instead of receiving periodic statements by mail.
Correspondence History. You may view your correspondence history by logging into your Dwello account.
Calls to You, Mobile Telephone Numbers. By providing Dwello a telephone number (including a wireless/cellular telephone), you consent to receiving autodialed and prerecorded message calls from Dwello at that number. If we determine that a telephone number you have provided to us is a mobile telephone number, we may categorize it as such in our systems and in your profile.
Limited License; Permitted Uses. You are granted a non-exclusive, non-transferable, revocable, limited license to access and use the Site strictly in accordance with these Terms.
Restrictions and Prohibitions on Use. Your license for access and use of the Site and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by these Terms), produce, reproduce, publish, republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved therefrom; (b) use the Site or any materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism.
19.1. Trademarks and Domain Names. “dwello.com,” “dwello.ca,” “dwello,” (in any case, size font, or style) and all other domain names, trademarks, logos, page headers, graphics, button icons, scripts and service names are domain names, trademarks and/or trade dress of Dwello or its licensors You may not copy, imitate, or use them in any manner without our prior written consent.
19.2. Copyright. All content on the Dwello Site, including, text, graphics, logos, designs, photographs, button icons, images, audio/video clips, digital downloads, data compilation, organization, magnetic translation, digital conversion, software and other intellectual property related to the Site is the property of Dwello or its licensors and is protected under applicable copyrights and other proprietary (including but not limited to intellectual property) laws in Canada and internationally. The copying, production, reproduction, redistribution, use or publication by you of any such matters or any part of the Site, except as expressly permitted herein, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the content on the site may be the copyrighted work of third parties.
19.3. Ownership. Dwello owns all intellectual property rights, including, without limitation, all written, audio visual or other materials and graphical elements on the Site. All right, title and interest in and to the Dwello Site, any content thereon, the Dwello Services, the technology related to the Dwello Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Dwello or its licensors.Other product and company names mentioned on the Site may be trademarks of their respective owners.
- Eligibility and Terms.
20.1. You affirm that you are at least 18 years of age, or possess parental or guardian consent to agree to these Terms and access and use the Site, are a resident of Canada, and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
20.2. These Terms and any associated documents or agreements, including the Pre-Authorized Debit Agreement, constitute the entire agreement between us and you with respect to the subject matter herein and supersede and replace all prior or contemporaneous understandings or agreements, representations and warranties, written or oral, regarding the Site, the content, Services provided by or through the Site, and the subject matter herein. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remaining provisions of the Terms will continue in full force and effect.
- Types of Accounts.
21.1. Tenant and Manager Accounts. We offer two different types of accounts: tenant and Manager.
21.1.1. By opening a Manager account and accepting the Terms, you attest that the information you enter in our system about your properties and tenants are correct and accurate and you are using our Services to collect rent payments from your tenants.
21.1.2. By opening a tenant account and accepting the Terms, you attest that the information you enter in our system about yourself and associations you form with the properties within our system are correct and accurate and you are using our service to make rent payments to your Managers.
21.2. Manager Account Features. Dwello Services may include online unit and tenant organization and information database, online work order processing, online task management and schedule, online contact organization and database, online financial oversight including: transaction log, rent roll, and payment delinquencies and associated expenses, online reporting, including: transaction reports, rent roll reports, payment delinquency reports, vacancy reports, and work order reports, online rent collection via Electronic Fund Transfers, automatic e-mail notifications, amongst other features. Dwello reserves the right to add to, subtract, or change these features at any time without notice.
21.3. Tenant Account Features. Tenants can update contact information, online conversations with Managers with email alerts, make payments online and view payment history, submit work order requests and check their status, amongst other features. Dwello reserves the right to add to, subtract, or change these features at any time without notice.
21.4. Identity Authentication. You authorize Dwello, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report and verifying your information against third party databases or through other sources.
21.5. Credit Report Authorization. If you open a tenant or Manager account, you are providing Dwello with your written instructions to obtain your personal and/or business credit report from a credit bureau. Dwello may obtain your credit report: (a) when you open a tenant or Manager account, or (b) any time thereafter if Dwello reasonably believes there may be an increased level of risk associated with your account. An increased level of risk includes, but is not limited to, a high number of chargebacks or reversals, or suspicious activity associated with your account.
- Sending Money and Payment Methods.
22.1. Sending Limits. We may, at our discretion, impose limits on the amount of money you can send or deposit in your account through our Service. You can view your sending limit by logging into your account and checking your sending limits.
22.2. Payment Method Limitations. In order to manage risk, Dwello may limit the payment methods available for a transaction. In such a case, you may choose to continue with the transaction with the understanding that you may have fewer avenues available for dispute resolution should the transaction turn out to be unsatisfactory.
22.3. Bank Transfers. When you initiate an online rent payment, you are requesting an electronic transfer from your bank account. For these transactions, Dwello will make electronic transfers via EFT Canada Inc. from your bank account in the amount you specify. You agree that such requests constitute your authorization to Dwello to make the transfers. Once you have provided your authorization for the transfer, you will not be able cancel the electronic transfer. You give Dwello the right to resubmit any EFT Canada Inc. debit you authorized that is returned for insufficient or uncollected funds. A tenant will be charged a $25 fee for any insufficient or uncollected funds.
22.4. Canceling Recurring Payments. A tenant may cancel a recurring payment at any time up to 10 business days prior to the date the payment is scheduled to be made on condition that the Manager has accepted the cancellation or the tenant must provide repayment within 10 days of cancellation. To cancel a recurring payment, send an email to email@example.com.
- Receiving Money.
23.1. Electronic Funds Transfer: When subscribing to Dwello’s Services, User is requesting a monthly electronic credit to (or debit from) User’s account. In accordance with such request, Dwello will make electronic fund transfers (EFT) via an EFT system from tenant’s account in the amount specified in the Pre-Authorized Debit Agreement (executed between the Manger and tenant) with tenant’s account. You acknowledge that (i) Dwello is not a bank and the Service is a money transfer and payment processing service rather than a banking service, and (ii) Dwello is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian through EFT Canada Inc.
23.2. Other Fees: Manager may charge other fees as authorized by tenant.
23.3. Rent payment methods
23.3.1. Managers must undergo an underwriting process to be eligible for Dwello’s electronic fund transfers via EFT Canada Inc. (ePayments).
23.3.2. After approval, Managers will be able to create new tenant and ePayment agreements.
23.3.3. Tenants must accept the ePayment agreement through the acceptance of a Pre-Authorized Debit Agreement (PAD) and we will confirm bank account ownership through micro debits.
23.4. Payment Processing Delay: Dwello is not liable or responsible for any damages or losses caused by an EFT Canada Inc. processing delay.
23.5. No Surcharges. You agree that you will not impose a surcharge or any other fee for accepting Dwello as a payment method.
- Closing Your Account.
24.1. How to Close Your Account. You may close your account at any time by sending an email to [firstname.lastname@example.org]. Upon account closure, we will cancel any pending payment. You are responsible for making sure that there is no pending payment prior to closing your account. Either you or Dwello may cancel use of the Services with or without cause at any time and effective immediately. You may cancel the Service by sending an e-mail to [email@example.com] to request discontinuance of the Service and destroying all materials obtained from the Service. You will remain liable for all outstanding payments and fees due at the time of cancellation. Dwello may, in its sole discretion, terminate the Service immediately without notice if you fail to comply with any provision of these terms and conditions.
24.2. Limitations on Closing Your Account. You may not close your account to evade an investigation. If you attempt to close your account while we are conducting an investigation, we may hold your funds for up to 180 days to protect Dwello or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your account even after the account is closed.
24.3. Dormant Accounts. If you do not log in to your account for two or more years, Dwello may close your account.
25.1. Currency and Fees. All fees are in Canadian Dollars unless otherwise stated.
Managers will pay the following fees to use the Service.
Per Transaction (each rental payment) Fee: $5.00 Canadian Dollars, plus applicable Tax Tenants will pay the following fees
Not Sufficient Funds (NSF) Fee: $45.00 Canadian Dollars
25.2. Collection of Fees. Dwello will collect a transaction fee at the time of each rental payment.
25.3. Change in Fees. Dwello reserves the right, at any time, to charge or increase fees for the Services, without notice. All fees and charges shall be paid at the rates in effect for the billing period in which such fees and charges are incurred. We will make reasonable efforts to notify you in advance through posting on www.dwello.com. Your continued use of the Services will constitute your acceptance of any such changes.
- Restricted Activities.
26.1. Restricted Activities. In connection with your use of our Site, your account, or the Services, or in the course of your interactions with Dwello, a User or a third party, you will not:
§ Breach these Terms or any other agreement that you have entered into with Dwello (including a policy to which you become subject)
§ Violate any law, statute, ordinance, or regulation (for example only, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising)
§ Activate multiple registrations without prior consent by Dwello, whether such registration was completed fraudulently, falsely or unlawfully, or by legitimate and lawful means such as the use of alternate but valid names, different contact information, separate bank-account numbers and other pertinent data
§ Access our Services from a country other than Canada or attempt to use our Services to send funds to a location outside of Canada [NTD: CONFIRM]
§ Fail to respond in a reasonable and timely fashion to communications from Dwello
§ Tamper, hack, modify or otherwise corrupt the security or functionality of our Services or Site
§ Infringe the rights of Dwello or any third party, including intellectual property, trade secret, privacy, publicity and/or contractual rights
§ Undertake any fraud, intentional or negligent misrepresentation or any unlawful act relating to the use of Dwello’s Site or Services or otherwise
§ Send or receive what we reasonably believe to be potentially fraudulent funds or engage in or use our Services in connection with potentially fraudulent transactions
§ Use Dwello to perform any unauthorized or illegal activity
§ Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing
§ Collect, store, or otherwise transfer any information about any other User
§ Spam unknown individuals by sending them unwanted emails to solicit their registration at www.dwello.com
§ Provide false, inaccurate or misleading information
§ Use the content and information available through our Site and Services for any unauthorized purpose
§ Send or receive what we reasonably believe to be potentially fraudulent funds
§ Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us
§ Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both Dwello and bank, or credit card issuer for the same transaction
§ Use an anonymizing proxy
§ Control an account that is linked to another account that has engaged in any of these restricted activities
§ Conduct your business or use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and/or other liability to Dwello, a User, a third party or you
§ Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Services
§ Use your account or the Services in a manner that Dwello believes to be an abuse of the credit card system, a violation of credit card association rules or any other financial system or rules
§ Provide yourself a cash advance from your credit card or participate in any actions constituting credit card fraud, cheque fraud, or money laundering (or help others to do so)
§ Disclose or distribute another Users information to a third party, or use the information for marketing purposes unless you receive the Users express consent to do so
§ Send unsolicited email to a User or use the Services to collect payments for sending, or assisting in sending, unsolicited email to third parties
§ Take any action that imposes an unreasonable or disproportionately large load on our infrastructure
§ Interfere with or damage our Services, including, without limitation, through the use of any viruses, Trojan horses, worms, cancel bots, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or other computer programming routines, methods or technology that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information
§ Use any robot, spider, other automatic device, or manual process to monitor or copy our Site without our prior written permission
§ Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our Site or the Services
§ Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, bank, or other suppliers
§ Use the Service to test user behaviors
§ Assist (or conspire with) any third party in doing any of the foregoing
- User Liability.
27.1. Your Liability. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Dwello, a Dwello User, or a third party caused by or arising out of your breach of these Terms, and/or your use of the Services. You agree to reimburse Dwello, a User, or a third party for any and all such liability.
27.2. Temporary Holds for Disputed Transactions. If a tenant files a claim, chargeback or reversal on a payment you received, Dwello will place a temporary hold on the funds in your account to cover the amount of the liability. If you win the dispute, Dwello will lift the temporary hold. If you lose the dispute, Dwello will remove the funds from your account.
27.3. Reimbursement for Your Liability. In the event that you are liable for any amounts owed to Dwello, Dwello may immediately remove such amounts from your bank account. If you do not have a balance that is sufficient to cover your liability, your account will have a negative balance and you will be required to immediately add funds to your balance to eliminate the negative balance. If you do not do so, Dwello may engage in collection efforts to recover such amounts from you.
27.4. Actions by Tenant. Manager is responsible for complaints by tenants caused by or arising out of Manager’s breach of any of these Terms, any disagreement between tenant and Manger, and/or Manager’s use of the Dwello Services. Manager agrees to reimburse Dwello, a User, or a third party for any and all such liability.
27.5. Actions by Manager. Tenant is responsible for complaints by Manager caused by or arising out of tenant’s breach of any of these Terms, any disagreement between tenant and Manager, and/or your use of the Dwello Services. Tenant agrees to reimburse Dwello, a User, or a third party for any and all such liability.
27.6. Actions by Dwello. If we have reason to believe that you have engaged in any restricted activities, we may take various actions to protect Dwello, a User, a third party, or you from reversals, chargebacks, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
a) We may close, suspend, or limit your access to your account or the Services (such as limiting access to any of your payment methods, and your ability to send money, make withdrawals, or remove financial information)
b) We may contact the parties you had rental agreements with, contact your bank or credit card issuer, and warn other Users, law enforcement, or impacted third parties of your actions;
c) We may update inaccurate information you provided us;
d) We may refuse to provide our Services to you in the future;
e) We may hold your funds for up to 180 days if reasonably needed to protect against the risk of liability; and
f) We may take legal action against you.
27.7. Actions by Third Parties. You are responsible for third party complaints caused by or arising out of your breach of these Terms, and/or your use of the Dwello Services. You agree to reimburse Dwello, a User, or a third party for any and all such liability.
27.8. Termination. Dwello, in its sole discretion, reserves the right to terminate this agreement, access to its Site, or access to the Service for any reason and at any time upon notice to you and payment to you of any unrestricted funds held in custody for you.
27.9. Account Closure, Termination of Service, or Limited Account Access. If we close your account or terminate your use of our Services for any reason, we will provide you with notice of our actions. If we limit access to your account, we will provide you with notice of our actions and the opportunity to request restoration of access if appropriate.
27.10. Reserves. If you receive high volume of payments, Dwello, in its sole discretion, may place a reserve on funds held in your account when Dwello believes there may be a high level of risk associated with your account. If your account is subject to a reserve, Dwello will provide you with notice specifying the terms of the reserve. The terms may require that a certain percentage of the amounts received into your account are held for a certain period of time, or that a certain amount of money is held in reserve, or anything else that Dwello determines is necessary to protect against the risk associated with your account. Dwello may change the terms of the reserve at any time by providing you with notice of the new terms.
- Governing Law and Forum
28.1. These Terms will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in the Province of Ontario, Canada.
- Disputes with Dwello.
29.1. Contact Dwello First. If a dispute arises between you and Dwello, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Dwello regarding our Services may be reported to firstname.lastname@example.org
29.2. Lawsuits: In the event that a lawsuit is filed against you, and Dwello needs to seek legal counsel for any involvement in the matter, you agree to pay for all legal fees associated with the lawsuit. This clause in no way limits Dwello’s right to hire legal counsel of its choice.
29.3. Digital Attack on Dwello: In the event that the Dwello Site is digitally attacked (by way of example only, hacked), the possibility of any information contained on our Site may be compromised. All information provided to Dwello is the responsibility of the User who provided this information. Dwello will NOT be held liable for any loss or compromise of information.
29.4. Digital Communication: Dwello is NOT responsible for communication initiated by Managers or tenants through our Site. Our Service is a means of communication between Managers and their tenants. Digital communication is NOT an official form of communication for any reason (for example only, 24 hour notices, eviction notices, and maintenance requests) between Managers and tenants. Dwello will NOT be held responsible for a tenant or Manager not complying with any notices posted digitally or otherwise.
29.5. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
Limitations of Liability. Dwello is not liable for damages caused to User due to lack of access to Dwello Services. Dwello will NOT be held responsible for missed tenant payments for any reason or for damages or losses of any kind resulting from missed work orders and other notices or services. MOREOVER, IN NO EVENT SHALL DWELLO, OUR EMPLOYEES OR OUR SERVICE PROVIDERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL. PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DISCLOSURE OF INFORMATION OR LOSS OF PRIVACY), HOWEVERARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES, THESE TERMS, OR THIS AGREEMENT, INCLUDING NEGLIGENCE, EVEN IF DWELLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Disclaimer. THE DWELLO SERVICES AND THE INFORMATION AND MATERIALS CONTAINED IN THIS SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS ARE PROVIDED “AS IS” BASIS AND WITHOUT ANY WARRANTY. DWELLO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE FOREGOING, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, PROVIDING THE SERVICES, OR COURSE OF PERFORMANCE. Also, Dwello does not guarantee continuous, uninterrupted, error-free or secure access to any part of the Services, and operation of our Site may be interfered with by numerous factors outside of our control. Dwello will make reasonable efforts to ensure that requests for Services are processed in a timely manner but Dwello makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system and its service providers.
Indemnification. You agree to defend, indemnify and hold Dwello, its parent, subsidiaries, affiliates, officers, directors, employees, consultants, representatives, customers, suppliers and agents harmless from any claim, demand, suit, action or other proceeding brought against Dwello, its parent, subsidiaries, affiliates, officers, directors, employees, consultants, representatives, customers, suppliers or agents, by a third party, to the extent that such claim, demand, suit, action or other proceeding is based on or arises in connection with the Service, or any links on the Service, including, but not limited to: (i) your use or someone using your computer for use of the Services or Site; (ii) your use or someone using your account, where applicable; (iii) a violation of the Terms by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Services by you or someone using your computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation, including false or inaccurate sign up information, or breach of representation or warranty made by you contained herein; (vii) any breach by you of any covenant or agreement under these Terms and/or your use of the Services; and/or (viii) your violation of any law or right of any third party. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable legal fees and costs awarded against or otherwise incurred by, or in connection with, or arising from any such claim, suit, action or proceeding attributable to any such claim.
Assumption of Rights. If Dwello pays out a claim, reversal or chargeback that you file against a recipient of your payment, you agree that Dwello assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in Dwello’s discretion.
Release of Dwello. If you have a dispute with one or more Users, you release Dwello (and its officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.