Terms of Service

Last modified January 19th, 2025

Welcome to LDPC!

This LDPC Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement between LDPC, Inc. (“LDPC”) and you or the entity you represent (“you” and “your”). This Agreement governs your use of the Services.

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or LDPC terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

As referenced in Section 13 of the General Terms, any dispute between you and LDPC is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.

General Terms

You and LDPC agree as follows:

1. Your LDPC Account.

1.1 Eligibility.

Only businesses and non-profit organizations located in the United States are eligible to apply for a LDPC Account and use the Services. LDPC and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a LDPC Account on behalf of or for the benefit of a user whose use of the LDPC services was suspended or terminated by LDPC, unless LDPC approves otherwise.

1.2 Business Representative.

You and your Representative individually affirm to LDPC that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. LDPC may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

1.3 Age Requirements.

If you are a business owner, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to LDPC and is legally bound to this Agreement as if it had agreed to this Agreement itself. You must not use the Services if you are under 13 years of age.

2. Services and Support.

2.1 Services.

LDPC (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to an LDPC Dashboard.

2.2 Services Terms; Order of Precedence.

The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular LDPC service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the LDPC Dashboard.

2.3 Service Modifications and Updates.

LDPC may modify the Services and LDPC Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. LDPC will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or LDPC Technology that you are using. LDPC is not obligated to provide any Updates. However, if LDPC makes an Update available, you must fully install the Update by the date or within the time period stated in LDPC’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.

2.4 Subcontracting.

LDPC may subcontract its obligations under this Agreement to third parties.

2.5 Services Restrictions.

You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:

use the Services for personal, family or household purposes;
act as service bureau or pass-through agent for the Services with no added value to Customers;
work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public LDPC systems, programs, data, or services;
except as Law permits, reverse engineer or attempt to reverse engineer the Services or LDPC Technology;
use the Services to engage in any activity that is illegal, fraudulent, deceptive, exploitative, or harmful;
perform or attempt to perform any action that interferes with the normal operation of the Services or affects other LDPC users’ use of LDPC services;
exceed any Services usage limitations stated in the Documentation; or
copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the LDPC Website except as permitted by Law.

2.6 Preview Services.

Classification. LDPC may classify certain LDPC services or LDPC Technology, including a particular product or feature release, as being in a Preview phase. A LDPC service may be generally available in some circumstances (e.g., in some countries or regions) while still released or classified as Preview in other circumstances.
Nature of Preview Services. By their nature, Preview Services may be feature-incomplete or contain bugs. LDPC may describe limitations that exist within a Preview Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Preview Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Preview Services.
Feedback. Unless LDPC otherwise agrees in writing, your use of Preview Services is confidential, and you must provide timely Feedback on the Preview Services in response to LDPC requests.
Availability During Preview Product Release Phase. LDPC may suspend or terminate your access to any Preview Services at any time.

2.7 Support.

LDPC will provide you with support to resolve general issues relating to your LDPC Account and your use of the Services through resources and documentation that LDPC makes available on the LDPC Website and in the Documentation. LDPC’s support is also available by contacting LDPC at support@ldp-corp.com. LDPC is not responsible for providing support to Customers.

2.8 Third-Party Services.

LDPC may reference, enable you to access, or promote (including on the LDPC Website) Third-Party Services. These Third-Party Services are provided for your convenience only and LDPC does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and LDPC disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or LDPC’s Privacy Policy. Your use of any Third-Party Service, including those linked from the LDPC Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).

2.9 Modifications to Services or LDPC Technology.

Right to Modify. LDPC may modify or discontinue any part of a Service or LDPC Technology, including ceasing to offer that Service or LDPC Technology in a particular country. LDPC will provide you reasonable notice if the modification or discontinuation would materially reduce the functionality of a Service or LDPC Technology that you are using, unless giving notice would (i) pose a security issue to LDPC; or (ii) cause LDPC to violate Law or breach any legal obligation to a Governmental Authority or Financial Partner.
Updates. LDPC is not obligated to provide any Updates. If LDPC does make an Update available, you must install the Update by the date or within the time period stated in LDPC’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.

3. Information; Your Business.

3.1 User Information.

Upon LDPC’s request, you must provide User Information to LDPC in a form satisfactory to LDPC. You must keep the User Information in your LDPC Account current. You must promptly update your LDPC Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify LDPC, and provide to LDPC updated User Information, if

you experience or anticipate experiencing a Change of Control;
you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Event;
the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight;
a Governmental Authority has notified you that you or your business is the subject of investigative action.

3.2 Information LDPC Obtains.

You authorize LDPC to obtain information about you and your business from LDPC’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, for the purposes of this Agreement. This information may include your, or your representative’s, name, addresses, credit history, banking relationships, and financial history. You must authorize and direct those third parties to compile and provide this information to LDPC.

4. Services Fees; Taxes.

4.1 Services Fees.

The Fees are stated on the LDPC Pricing Page, unless you and LDPC otherwise agree in writing. Subject to the requirements of Law, LDPC may revise the Fees at any time. LDPC may, from time to time, offer a Service or Service feature without charge, or waive a Fee for that Service or Service feature. If LDPC increases a Fee, or introduces a new Fee, for a Service that you are currently using, then LDPC will notify you at least 30 days (or longer period if Law requires) before the revised or new Fee applies to you.

4.2 Collection of Fees and Other Amounts.

You must pay, or ensure that LDPC is able to collect, Fees, Taxes, and other amounts you owe under this Agreement when due. LDPC may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with LDPC or any of its Affiliates, or invoice you for those amounts. If you fail to pay invoiced amounts when due, or if LDPC is unable to collect amounts due, then LDPC may, to the extent Law permits, deduct, recoup or setoff those amounts from funds payable by LDPC or its Affiliate to you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, LDPC may deduct, recoup or setoff an amount equal to the amount owed (using LDPC’s conversion rate) together with any fees LDPC incurs in making the conversion.

4.3 Debit Authorization.

Without limiting Section 4.2 of these General Terms, you authorize LDPC to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts you owe under this Agreement. If LDPC is unable to collect those amounts by debiting a User Bank Account, then you immediately grant to LDPC a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorization. LDPC may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section 4.3 will remain in full force and effect until (a) all of your LDPC Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.

4.4 Taxes.

The Fees exclude all Taxes, except as the LDPC Pricing Page expressly states to the contrary.

You must provide accurate information regarding your tax affairs as LDPC reasonably requests. LDPC may send tax-related information electronically to you.

5. Termination; Suspension; Survival.

5.1 Termination.

Your Termination. You may terminate this Agreement at any time by closing your LDPC Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.
LDPC Termination. LDPC may terminate this Agreement (or any part) or close your LDPC Account at any time for any or no reason (including if any event listed in Sections 5.2(a)–(i) of these General Terms occurs) by notifying you. In addition, LDPC may terminate this Agreement (or relevant part) for cause if LDPC exercises its right to suspend Services (including under Section 5.2 of these General Terms) and does not reinstate the suspended Services within 30 days.
Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.
Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

5.2 Suspension.

LDPC may immediately suspend providing any or all Services to you, and your access to the LDPC Technology, if:

LDPC believes it will violate any Law, Financial Services Terms, or Governmental Authority requirement;
a Governmental Authority or a Financial Partner requires or directs LDPC to do so;
you do not update in a timely manner your implementation of the Services or LDPC Technology to the latest production version LDPC recommends or requires;
you do not respond in a timely manner to LDPC’s request for User Information or do not provide LDPC adequate time to verify and process updated User Information;
you breach this Agreement or any other agreement between the parties;
you breach any Financial Services Terms;
you enter an Insolvency Event;
LDPC believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to LDPC;
LDPC believes that your use of the Services
1. is or may be harmful to LDPC or any third party;
2. presents an unacceptable level of credit risk;
3. increases, or may increase, the rate of fraud that LDPC observes;
4. degrades, or may degrade, the security, privacy, stability or reliability of the LDPC services, LDPC Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack);
5. enables or facilitates, or may enable or facilitate, illegal or prohibited transactions;
6. is or may be unlawful.

5.3 Survival.

The following will survive termination of this Agreement:

provisions that by their nature are intended to survive termination (including Sections 4, 6.2, 8.4, 10, 11 and 12 of these General Terms); and
provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

6. Use Rights.

6.1 Use of Services.

Subject to the terms of this Agreement, LDPC (or its applicable Affiliates) grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the LDPC Technology, as long as your access and use is

solely as necessary to use the Services;
solely for your business purposes;
in compliance with this Agreement and the Documentation.

6.2 Feedback.

During the Term, you and your Affiliates may provide Feedback to an LDPC Entity. You grant, on behalf of yourself and your Affiliates, to LDPC and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the LDPC services. All Feedback is LDPC’s confidential information.

6.3 Marks Usage.

Subject to the terms of this Agreement, each party (or its applicable Affiliates) grants to the other party a worldwide, non-exclusive, non-transferable, non-sublicensable (except to its Affiliates), royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify LDPC as your service provider. LDPC and its applicable Affiliates may use your Marks:

on LDPC webpages and apps that identify LDPC’s customers or users;
in LDPC sales/marketing materials and communications; and
in connection with promotional activities to which the parties agree in writing.

When using Marks of an LDPC Entity, you must comply with the LDPC Marks Usage Terms and all additional usage terms and guidelines that LDPC provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.

6.4 No Joint Development; Reservation of Rights.

As between the parties, LDPC, its Affiliates, and its third party licensors own all IP Rights in the Services, the LDPC Technology, the LDPC Marks, the Documentation, and the LDPC Website. Any joint development between the parties of intellectual property will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party or its Affiliates, or contemplates a joint development of intellectual property. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

7. Privacy and Data Use.

7.1 Privacy Policies.

Each party will make available a Privacy Policy that complies with Law. LDPC’s Privacy Policy explains how and for what purposes LDPC collects, uses, retains, discloses and safeguards the Personal Data you provide to LDPC.

7.2 Disclosures.

When you provide Personal Data to LDPC, or authorize LDPC to collect Personal Data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals (including your Customers) sufficient to enable LDPC to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and LDPC’s Privacy Policy describe. You will determine the content of the notices you provide to your Customers.

7.3 Personal Data.

LDPC will Process Personal Data for the purposes described in Section 2 of the Data Processing Agreement. You are responsible for being aware of, and complying with, Law governing your use, storage and disclosure of Personal Data.

7.4 Data Processing Agreement.

The Data Processing Agreement, including the Data Transfers Addendum, that applies to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the Data Processing Agreement.

7.5 LDPC Data.

You may use the LDPC Data only as this Agreement and other applicable agreements between an LDPC Entity and you (or your Affiliates, if applicable) permit.

7.6 Retention of Data.

LDPC is not obligated to retain data after the Term, except as

required by Law;
required for LDPC to perform any post-termination obligations;
this Agreement otherwise states;
the parties otherwise agree in writing.

7.7 Use of Fraud Signals.

If LDPC provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, LDPC may incorporate your subsequent actions and inactions into LDPC’s fraud and verification model, for the purpose of identifying future potential fraud. Please see the LDPC Privacy Policy for more information on LDPC’s collection of end-customer data for this purpose and for guidance on how to notify your Customers.

7.8 Third Party Data You Provide.

If you enable Services or features of Services or functionality that provide LDPC access to data, including Personal Data and Content, from your third party service providers (“Third Party Data”), then you authorize LDPC to access and use the Third Party Data, and you must obtain all necessary rights and consents from the applicable individuals and third parties sufficient to enable LDPC to lawfully collect, use, retain, and disclose the Third Party Data. LDPC will use Third Party Data as this Agreement describes and to

secure, provide, and update the LDPC services;
comply with Law and Financial Partner requirements;
prevent and mitigate fraud, financial loss, and other harm.

You must not provide Protected Health Information to LDPC as part of Third Party Data. You are liable for any disclosure of Protected Health Information to LDPC when you provide access to the Third Party Data.

8. Data Security.

8.1 Controls.

Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss, and unauthorized modification.

8.2 LDPC Account Credentials.

You must prevent any Credential Compromise, and otherwise ensure that your LDPC Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with LDPC, including by providing information that LDPC requests. Any act or failure to act by LDPC will not diminish your responsibility for Credential Compromises.

8.3 Data Breach.

You must notify LDPC immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.

8.4 Audit Rights.

If LDPC believes that a compromise of data has occurred on your systems, website, or app, LDPC may require you to permit a LDPC approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits.

9. Representations and Warranties.

9.1 Representations and Warranties.

You represent as of the Effective Date, and warrant at all times during the Term, that:

you have the right, power, and ability to enter into and perform under this Agreement;
you are a business (which may be a sole proprietor) or a non-profit organization located in the United States and are eligible to apply for a LDPC account and use the Services;
you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;
your employees, contractors and agents are acting consistently with this Agreement;
your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;
your use of the Services and LDPC Technology, performance of your obligations under this Agreement, and conduct of your business, comply with Law;
you comply with the Documentation;
you do not use the Services to conduct a Prohibited or Restricted Business, transact with any Prohibited or Restricted Business, or enable any individual or entity (including you) to benefit from any Prohibited or Restricted Business, unless LDPC has pre-approved the respective Prohibited or Restricted Business in writing;
all information you provide to LDPC, including the User Information, is accurate and complete.

9.2 Scope of Application.

Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 9.1 and 14.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.

10. Indemnity.

10.1 LDPC IP Infringement.

Defense and Indemnification. LDPC will defend you against any IP Claim and indemnify you against all IP Claim Losses.
Limitations. LDPC’s obligations in this Section 10.1 do not apply if the allegations do not specify that the LDPC Technology, Services, or Mark of a LDPC Entity is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:

the use of the LDPC Technology or Services in combination with software, hardware, data, or processes not provided by LDPC;
failure to implement, maintain and use the LDPC Technology or Services in accordance with the Documentation and this Agreement;
your breach of this Agreement;
your negligence, fraud or willful misconduct.

Process. You must promptly notify LDPC of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve LDPC of its obligations under this Section 10, except to the extent LDPC has been prejudiced by the delay or failure. You must give LDPC sole control and authority to defend and settle the IP Claim, but
1. you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense;
2. LDPC will not enter into any settlement that imposes any obligation on you (other than payment of money, which LDPC will pay) without your consent.
You must reasonably assist LDPC in defending the IP Claim.
Other LDPC Actions. LDPC may in its discretion and at no additional expense to you:
1. modify the LDPC Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;
2. replace the affected LDPC Technology or Services with a non-infringing alternative;
3. obtain a license for you to continue to use the affected LDPC Technology, Services, or Mark;
4. terminate your use of the affected LDPC Technology, Services, or Mark upon 30 days’ notice.
Exclusive Remedy. This Section 10.1 states LDPC’s sole liability, and your sole and exclusive right and remedy, for infringement by the LDPC Technology, Services, or Marks of a LDPC Entity, including any IP Claim.

10.2 Your Indemnification Obligations.

Defense. You will defend the LDPC Parties against any Claim made against any of the LDPC Parties to the extent arising out of or relating to:

your breach of any of your representations, warranties or obligations under this Agreement;
your use of the Services, including use of Personal Data;
an allegation that any of the Marks you license to LDPC, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or
a User Party’s negligence, willful misconduct or fraud.

Indemnification. You will indemnify the LDPC Parties against all LDPC Losses arising out of or relating to Claims described in this Section 10.2.

11. Disclaimer and Limitations on Liability.

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

11.1 Disclaimer.

LDPC provides the Services and LDPC Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, LDPC does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, LDPC Technology, LDPC Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The LDPC Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your LDPC Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the LDPC Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to

your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation;
unauthorized access to servers or infrastructure, or to LDPC Data or Protected Data;
Service interruptions or stoppages;
bugs, viruses, or other harmful code that may be transmitted to or through the Service;
errors, inaccuracies, omissions or losses in or to any Protected Data or LDPC Data;
Content;
your or another party's defamatory, offensive, fraudulent, or illegal conduct.

11.2 Limitations on Liability.

Indirect Damages. To the maximum extent permitted by Law, the LDPC Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the LDPC Parties have been advised of their possibility.
General Damages. To the maximum extent permitted by Law, the LDPC Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of
1. the total amount of Fees you paid to LDPC (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability;
2. $500 USD.

12. Dispute Resolution; Agreement to Arbitrate.

12.1 Governing Law.

The laws of the state of California will govern this Agreement, without giving effect to its conflict of law principles.

12.2 Binding Arbitration.

All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator.
The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.
The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.
Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 13 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

12.3 Arbitration Procedure.

A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.
Subject to Section 12.3(a) of these General Terms, each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.
Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

12.4 Confidentiality.

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except

as necessary to prepare for and conduct the arbitration hearing on the merits;
in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement;
LDPC may disclose the arbitrator’s decision in confidential settlement negotiations;
each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality;
as Law otherwise requires.

The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

12.5 Conflict of Rules.

In the case of a conflict between the provisions of this Section 12 and the AAA Rules, the provisions of this Section 12 will prevail.

12.6 Class Waiver.

To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

12.7 No Jury Trial.

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

13. Modifications to this Agreement.

LDPC may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the LDPC Legal Page or by notifying you. The modified Agreement is effective upon posting or, if LDPC notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the LDPC Legal Page regularly for modifications to this Agreement. Except as this Agreement (including in this Section 13) otherwise allows, this Agreement may not be modified except in writing signed by the parties.

14. General Provisions.

14.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.

14.2 Notices and Communications.

Notices to LDPC. Unless this Agreement states otherwise, for notices to LDPC, you must contact us. A notice you send to LDPC is deemed to be received when LDPC receives it.
Communications to you. In addition to sending you a Communication electronically as Section 14.1 of these General Terms describes, LDPC may send you Communications by physical mail or delivery service to the postal address listed in the applicable LDPC Account. A Communication LDPC sends to you is deemed received by you on the earliest of
1. when posted to the LDPC Website or LDPC Dashboard;
2. when sent by text message or email;
3. three business days after being sent by physical mail or when delivered, if sent by delivery service.

14.3 Legal Process.

LDPC may respond to and comply with any Legal Process that LDPC believes to be valid. Where Law permits, LDPC will notify you of the Legal Process by sending a copy to the email address in the applicable LDPC Account. LDPC is not responsible for any losses, whether direct or indirect, that you may incur as a result of LDPC’s response or compliance with a Legal Process in accordance with this Section 14.3.

14.4 Collection Costs.

You are liable for all costs LDPC incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

14.5 Interpretation.

No provision of this Agreement will be construed against any party on the basis of that party being the drafter.
References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.
Except where expressly stated otherwise in writing executed between you and LDPC, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.
All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.
The section headings of this Agreement are for convenience only, and have no interpretive value.
Unless expressly stated otherwise, any consent or approval that may be given by a party
1. is only effective if given in writing and in advance;
2. may be given or withheld in the party’s sole and absolute discretion.
References to “business days” means weekdays on which banks are generally open for business in the country in which LDPC is located. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.
Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.
The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

14.6 Waivers.

To be effective, a waiver must be in writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

14.7 Force Majeure.

LDPC and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in a LDPC Entity's performance or non-performance, to the extent caused by a Force Majeure Event.

14.8 Assignment.

You may not assign or transfer any obligation or benefit under this Agreement without LDPC’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. LDPC may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

14.9 Trade Control.

You must not use or otherwise export, re-export or transfer the LDPC Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the LDPC Technology was distributed and obtained, including by providing access to LDPC Technology

to any individual or entity ordinarily resident in a High-Risk Jurisdiction;
to any High-Risk Person.

By using the LDPC Technology, you represent as of the Effective Date and warrant during the Term that you are not

located in or organized under the laws of any High-Risk Jurisdiction;
a High-Risk Person;
owned 50% or more, or controlled, by individuals and entities
1. located in or, as applicable, organized under the laws of any High-Risk Jurisdiction;
2. any of whom or which is a High-Risk Person.

You must not use the LDPC Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

14.10 No Agency.

Each party to this Agreement is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between LDPC and you. If this Agreement expressly establishes an agency relationship between you as principal and a LDPC Entity as agent, the agency conferred, including your rights as principal and a LDPC Entity's obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or a LDPC Entity, and will in no event establish an agency relationship for tax purposes.

14.11 Severability.

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

14.12 Cumulative Rights; Injunctions.

The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law or in equity. Any material breach by a party of Section 6 or Section 7 of these General Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.

14.13 Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

Definitions.

“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 12.2(b) of the General Terms.

“Activity” means any action taken on or related to an LDPC account that an LDPC account initiates, submits or performs, through the LDPC Technology or otherwise, including communication regarding the Services as related to that LDPC account.

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

“AML and Sanctions Law” means all applicable anti-money laundering and sanctions laws, rules, regulations and other binding requirements of any regulator or other governmental agency or entity with jurisdiction in the United States, or with jurisdiction over the LDPC Services, LDPC or its Affiliates, or you or your Affiliates, as applicable.

“API” means application programming interface.

“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.

“Change of Control” means

an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests;
a party’s merger with one or more third parties;
a party’s sale, lease, transfer or other disposal of all or substantially all of its assets;
entry into any transaction or arrangement that would have the same or similar effect as a transaction referred to in (a)-(c) of this definition;

but does not include an initial public offering or listing.

“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.

“Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.

“Content” means all text, images, and other content that LDPC does not provide to you and that you upload, publish or use in connection with the Services.

“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.

“Credential Compromise” means an unauthorized access, disclosure or use of your LDPC Account credentials, which includes LDPC API keys.

“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).

“Documentation” means the sample code, instructions, requirements and other documentation

available on the LDPC Website, the first page of which is located at www.ldp-corp.com/docs;
included in the LDPC SDKs.

“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).

“End User” has the meaning given to it in LDPC’s Privacy Policy.

“End User Rights” means the data privacy rights afforded to End Users under DP Law.

“End User Service” has the meaning given to it in the LDPC End User Terms.

“Express Consent” means an End User’s express, informed opt-in consent to your collection, use, disclosure, and processing of that End User’s Data for an authorized purpose.

“FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq.

“FDIC” means Federal Deposit Insurance Corporation.

“Feedback” means ideas, suggestions, comments, observations and other input you provide to LDPC regarding LDPC services and the LDPC Technology.

“Fees” means the fees and charges applicable to the Services.

“Financial Institution” has the meaning given to it in the GLBA.

“Financial Partner” means an entity that provides financial services and with which a LDPC Entity interacts to provide the Services.

“Force Majeure Event” means an event beyond the control of a LDPC Entity, including

a strike or other labor dispute or labor shortage, stoppage or slowdown;
supply chain disruption;
embargo or blockade;
telecommunication breakdown, power outage or shortage;
inadequate transportation service or inability or delay in obtaining adequate supplies;
weather, earthquake, fire, flood, natural disaster or act of God;
riot, civil disorder, war, invasion, hostility (whether war is declared or not) or terrorism threat or act;
civil or government calamity;
epidemic, pandemic, state, national or international health crisis;
Law or act of a Governmental Authority.

“GDPR” means General Data Protection Regulation (EU) 2016/679.

“GLBA” means Gramm-Leach Bliley Act, 15 U.S.C. Sections 6802-6809.

“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, LDPC or you, as applicable.

“High-Risk Jurisdiction” means any jurisdiction or administrative region that LDPC has deemed to be of particularly high risk, as identified in LDPC's Prohibited and Restricted Business List.

“High-Risk Person” means any individual or entity that LDPC has deemed to be of particularly high risk, as identified in LDPC's Prohibited and Restricted Business List.

“ID Image” means an image of an individual submitted through the LDPC Consumer Upload Portal, including an image captured from an individual’s identification document.

“Insolvency Event” means the occurrence of any of the following (or any analogous procedure or step):

as defined by Law, you are unable (or deemed to be unable) to pay your debts;
you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;
you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization);
you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;
you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;
a moratorium is agreed or declared with respect to all or part of your debts;
you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;
you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;
a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets;
an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;
any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or
where any User Entity or shareholder of a User Entity is subject to any of the events listed in this definition.

“IP Claim” means a Claim made against you by a third party alleging that the LDPC Technology, Services or a LDPC Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim.

“IP Claim Losses” means

all amounts finally awarded to the third party making an IP Claim;
all amounts paid to a third party to settle an IP Claim under an agreement approved by LDPC.

“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights recognized anywhere in the world.

“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.

“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.

“Mark” means a trademark, service mark, design mark, logo or stylized script.

“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA.

“Preview” means the product release phase “proof of concept,” “beta,” “pilot,” “invite only,” “private preview,” “private developer preview,” “public preview,” “developer preview,” or similar designation.

“Preview Service” means any Preview feature or portion of the Services or LDPC Technology.

“Principal Owner” means, with respect to a legal entity, an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns at least 25% of the equity interests of the legal entity.

“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.

“Prohibited or Restricted Business” means any category of business or business practice for which a Service cannot be used or its use is limited (as applicable), as identified in LDPC's Prohibited and Restricted Business List for the applicable Service and jurisdiction of your LDPC Account.

“Protected Data” means

all User Information that you provide to LDPC;
any Personal Data that LDPC uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services.

“Protected Health Information” has the meaning given to the term “protected health information” in 45 CFR §§164.501 and 160.103.

“Representative” means an individual submitting your application for a LDPC Account.

“Sanctioned Persons” means people or entities that are subject to sanctions (e.g., prohibitions or asset freezes) under AML and Sanctions Law, including if they are

on an applicable sanctions list, such as the sanctions lists identified by the United States Office of Foreign Asset Control and the European Commission;
owned or controlled by a person on an applicable sanctions list;
ordinarily resident in a jurisdiction identified as high risk in LDPC's Prohibited and Restricted Business List.

“Security Credentials” means your (or if applicable, your Affiliate’s) API license keys and other security credentials for Third Party PSPs.

“Service” means a service LDPC (or its Affiliate, as applicable) makes available to you under this Agreement.

“Services Terms” means terms in this Agreement that apply to particular LDPC services (e.g., LDPC Documents).

“LDPC Account” means your LDPC account.

“LDPC API” means all instances of the LDPC application programming interfaces, including all endpoints that enable LDPC users to use LDPC services.

“LDPC End User Terms” means the terms that apply to an End User’s use of LDPC’s End User Services located at www.ldp-corp.com/legal/end-users.

“LDPC Legal Page” means www.ldp-corp.com/legal.

“LDPC Pricing Page” means www.ldp-corp.com/pricing, and any other pages on the LDPC Website linked from that page.

“LDPC Technology” means all hardware, software (including software in the LDPC SDKs), application programming interfaces (including the LDPC API), user interfaces (including the LDPC Dashboard), and other technology that LDPC uses to provide and make available the LDPC services.

“LDPC Website” means www.ldp-corp.com.

“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.

“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.

“Update” means a modification, feature enhancement or update to the Services or LDPC Technology that requires you to take some action, which may include changing your implementation of the Services or LDPC Technology.

“User Compliance Information” means information about you that LDPC requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your LDPC Account.

“User Information” means User Compliance Information and User Financial Information.

“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.