Parapet Terms of Service for Cooperatives

The following terms of service are the terms of a legal agreement between you (the Cooperative) and Parapet Technologies, Inc. (“Parapet”), which sets forth the terms and conditions for your use of the Parapet application and the Parapet electronic funds transfer services (collectively, the “Parapet App”). Funds transfers for the Parapet App are performed by Stearns Bank, NA (“Bank”) based on instructions issued through Parapet’s software and the Banking-as-a-Service Platform provided by Productfy, Inc. (“Productfy”), one of our partners. 

By accessing or using the Parapet App, you accept and agree to be bound by the terms and conditions described in this Agreement. If you do not agree, you must immediately stop using the Parapet App. We may amend this Agreement at any time by posting a revised version on the Parapet App. Amended terms are effective at the time we post them and your continued use of the Parapet App constitutes your acceptance of any amended terms. We may provide you with notice regarding a change in these terms by email, text message or other means.

This Agreement contains a mandatory arbitration provision, that, as further set forth below, requires the use of  arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.

Using the Parapet App

Parapet and its service partners provide a software platform. The software platform gives you the ability to send and receive electronic payments to users designated by you, such as Cooperative members/shareholders who may send payments to you. All funds transfer services are provided by the Bank, as Parapet and its service partners that operate the software platform do not receive, hold, or transmit funds and are not licensed with the federal government, or any state or jurisdiction as money transmitters or money service businesses. Parapet and its service partners provide the software platform that allows you to send funds transfer instructions to the Bank.

Identity Verification and Information Accuracy

When you register for the Parapet App, you are required to provide Parapet with information that allows us to verify your identity and the identity of your officers, such as your Treasurer. So, we may collect personal information, including, but not limited to: your name and a valid US physical address (not including P.O. Boxes or commercial mail receiving agencies). You may be required to provide additional information or documentation to allow Parapet to verify your identity and/or your account information. Parapet may also verify your information against third party databases or other sources, and you authorize Parapet to make such inquiries. Parapet also will use third party databases to determine whether you are on any watch lists, including any lists maintained by the US Office of Foreign Assets Control. If your name appears on any such watch list, Parapet reserves the right to terminate your access to the Parapet App. 

You agree to provide true and accurate information to Parapet and to keep your information updated at all times. You must also provide an accurate and up to date email address in order to receive communications from Parapet electronically. 

Data and password security

You are responsible for the security of data in your possession or control and you are responsible for your compliance with all applicable laws and rules in connection with your collection of personal, financial, or transaction information. You are also responsible for maintaining adequate security and control of your Parapet login information, password, and PIN. If you share your Parapet credentials with any other person (which we highly discourage), you are responsible for all activity conducted by that person, regardless of whether or not you authorized the activity. We strongly suggest that you only use private internet networks to access the Parapet App, and that you use recognized antivirus and antimalware software on your device.

Authorization to debit your linked financial institution account

If you link a financial institution account to your Parapet account, the financial institution must be a state or federally-chartered institution in the US. When you make a payment that is funded by your financial institution account, you authorize Parapet and the Bank to initiate an electronic transfer from your linked financial institution account in the amount you specify. You are solely responsible for complying with any terms set by your financial institution with respect to your financial institution account, including any terms regarding fees charged for insufficient funds or overdrafts. If you are entitled to a Reversal (as defined below), refund, or other adjustment associated with a payment you made using the Parapet App, you also authorize Parapet and Bank to credit your linked financial institution account to complete that transaction.

ACH Payments 

You agree that you will provide us with sufficient information to satisfy the requirements of the National Automated Clearing House Association Operating Rules and Guidelines (“Nacha Rules”) to create instructions to make or receive a payment through the Automated Clearing House (“ACH”) network. Parapet has established cutoff times for receipt of payment instructions and you understand that Parapet cannot and does not guarantee any specific time in which electronic funds transfers (“ACH transactions”) initiated through your Parapet Account will be completed. For questions regarding any specific transaction or its anticipated timing, please call us at 917-847-2895 or email us at [email protected]  

ACH clearing times

If you link a financial institution account to your Parapet account, you may send a payment using your linked financial institution account. If you do so, you acknowledge that normal ACH clearing times will apply. This means that the funds should generally be available to you or your recipient within three (3) business days.

Nacha Rules and Applicable Law

This Agreement is subject to Article 4A of the Uniform Commercial Code - Funds Transfers, as adopted by the state in which your Parapet account was set up. If you originate an electronic funds transfer and you identify by name and number a beneficiary financial institution, an intermediary financial institution or a beneficiary, Parapet, the Bank and every receiving or beneficiary financial institution may rely on the identifying number to make payment. We may rely on the number even if it identifies a financial institution, person or account other than the one named. You agree to be bound by Nacha Rules. These rules provide, among other things, that funds transfers made to you or originated by you, are provisional until final settlement is made through a Federal Reserve Bank or payment is otherwise made as provided in Article 4A-403(a) of the Uniform Commercial Code. If we do not receive the funds transfer, we are entitled to a refund from you in the amount credited to you and the party originating such payment will not be considered to have paid the amount so credited. 

Additional Origination Provisions

You understand that under Nacha Rules, you are an Originator when you obtain authorization from a Cooperative member/shareholder (“Receivers” under Nacha Rules)  to debit their linked bank account to pay your invoices. Originators have certain obligations under Nacha Rules, and with regard to electronic ACH transfers, you agree to comply with Nacha Rules and federal and state law. You will bear liability for all Nacha Rules violations that are determined by the Bank to be due to an action by you, and you will be responsible for reimbursing the Bank for fines assessed to the Bank due to any Nacha Rules violations by you.

All provisions of this Agreement and the Nacha Rules shall apply to “on us” entries (entries which are not transmitted by the Bank to ACH because the Bank would be the receiving bank) as if such entries were processed through ACH to the Bank as the receiving bank, and the Bank and its customers shall have all rights with respect thereto as if the Bank had been only a receiving bank with respect to such entries.

The Bank will transmit the credit and debit entries initiated by you directly or indirectly to the ACH as provided in the Nacha Rules.

You will retain the original or a copy of each Receiver authorization received by you for at least two (2) years after termination of revocation of such authorization.

You will provide immediately available funds to cover any credit entry initiated by you not later than the Settlement Date applicable thereto. You will pay all credit entries which are submitted by you or on your behalf and that are accepted by the Bank, even if unauthorized or erroneous.

If you discover that any entry you have initiated was in error and wish to reverse, or delete any such entry or file, you shall immediately notify Parapet of such error. The Bank will utilize its best efforts to delete the entry prior to transmittal to the ACH but will not be responsible for any failure to effect such deletion. If such notice from you is received prior to 3:00 p.m. CT on the business day prior to Settlement Date or date of transmission, whichever is earlier, the Bank will utilize its best efforts to delete the entry prior to transmittal to the ACH but shall not be responsible for any failure to do so. If such notice from you is received thereafter, the Bank will utilize its best efforts to reverse the entry on your behalf, but shall not be responsible for any failure to do so.

In the event of an error by the Bank in handling any entry or file, you shall immediately, upon discovery, notify Parapet of any error that you desire the Bank to correct. 

In the event any entries are rejected by the ACH for any reason whatsoever, it shall be your responsibility to remake such entries; provided, however, that the Bank shall remake such entries in any case where such rejection by the ACH was due to mishandling of such entries by the Bank and sufficient data is available to the Bank to permit it to remake such entries. You shall retain and provide the Bank, on request, all information necessary to remake any file of entries for three days after midnight of the Settlement Date.

The Parties agree that the return of rejected entries shall be governed exclusively by the Nacha Rules in effect at the time the entry was transmitted by the Bank. The Bank shall promptly advise you of its receipt of a returned entry, or notice of a returned entry, from a receiving depository financial institution (“RDFI”). You shall, in turn, promptly notify the Bank of any such returned entry which you believe in good faith may not have been returned by the RDFI in a timely manner (“Late Returns”). All Late Returns shall be reported to the Bank and the Bank shall return the entry to the RDFI. You shall reimburse the Bank for its time applied and expenses incurred in connection with the handling of Late Returns, including by way of example and not by way of limitation any time applied or expenses incurred in connection with the arbitration of issues arising from the Late Return.

You will promptly provide immediately available funds to indemnify the Bank if any debit entry is rejected after the Bank has permitted you to withdraw immediately available funds in the amount thereof or if any adjustment memorandum that relates to any such entry is received by the Bank.

You will indemnify the Bank from all loss and expenses (including reasonable attorney fees) if, with respect to any entries initiated by you, the Bank incurs any loss of liability on account of breach, of any of the warranties the Bank must make as an originating Bank contained in the Nacha Rules. The Bank may debit your account in satisfaction of any and all claims for indemnity hereunder.

Failure of ACH or RDFI to Execute Entry Initiations: The Bank’s sole responsibility under this Agreement is to make a reasonable effort to execute your entry initiations. YOU ACKNOWLEDGES THAT THE BANK WILL INCUR NO LIABILITY IN CONNECTION WITH THE FAILURE OF AN ACH OR RDFI TO PROPERLY EXECUTE AN ENTRY INITIATION AS ISSUED BY THE BANK.

To the extent any entry or file provided by you to the Bank shall constitute or include any electronic funds transfer as defined in the Electronic Funds Transfer Act (15 U S.C. Sec. 1639, et seq.), or Regulation “E” hereunder (Part 205, Title XII, Code of Federal Regulations), you will comply with the terms of such law and regulations to the extent applicable to you and, in addition, you shall take all steps the Bank shall reasonably request to assist the Bank in its compliance with such law and regulation. In the event an investigation of any error with respect to a consumer account becomes necessary, you shall fully cooperate with the Bank and make your records fully and completely available for such purpose.

Sending limit

You are limited to sending $100,000 per day using the Parapet App. We reserve the right to decrease your electronic funds transfer amounts at any time, for any reason.

Transaction fees

The recipient, such as a seller or a third party facilitating your payment transaction (“Facilitator”) may charge you additional service fees (“Facilitator Fee”) based on their terms and conditions. We recommend that you review Facilitator Fee terms before completing your payment.

Parapet will not charge you for any payment sent or received through the Parapet App, except as provided below.

If a payment that you received is subject to a Reversal as set out below (Transaction reversal), you may be charged a fee of up to $15 (“Reversal Fee”).

Fees are due at the time of transaction and you expressly authorize Parapet to charge your Parapet account and/or linked financial institution account for all fees. All fees are non-refundable. You will be liable to Parapet for all fees and expenses (including reasonable attorney’s fees) that Parapet incurs in collecting, or attempting to collect, fees you owe to Parapet.

Reversals

Any payment that you receive may be reversed if: (a) the sender requests a reversal of the payment, (b) the sender’s financial institution requests a reversal of the payment, or (c) Parapet or its partners determine that a reversal is necessary due risk or security concerns (each a “Reversal”). You are liable to the Bank for the full amount of any payment that you receive that is subject to a Reversal. You are liable to Parapet for the Reversal Fee, if applied.

Authorization to recover amounts due

You authorize Parapet to take any of the following actions to recover any amounts due from you:

• Debit the financial institution account(s) linked to your Parapet account;
• Suspend your Parapet account and require your immediate payment; or
• Engage in collection efforts.

Parapet App Code of Conduct

You agree that, as an express condition of your use of the Parapet App, you will not:

• Breach these terms and conditions or any other applicable Parapet policy or agreement that you have accepted;
• Provide false or inaccurate information to Parapet, including identity information;
• Engage or attempt to engage in illegal or fraudulent activities;
• Engage in transactions involving illegal goods, including but not limited to counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety 
• Engage in transactions involving illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi and/or pyramid schemes, and money laundering;
• Engage in transactions involving debt collection services;
• Engage in transactions involving adult entertainment or escort services;
• Engage in transactions involving the purchase, sale, or exchange of virtual currency (also known as crypto currency or digital assets) or provide a virtual currency marketplace or exchange;
• Engage in transactions involving the purchase and/or sale of lottery tickets;
• Provide private ATM services;
• Engage transactions related to online gambling
• Engage in activities regulated by the United States Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN), including money services business activities and payday lending;
• Attempt to receive or actually receive duplicate compensation for a disputed payment; or
• Engage in activity that indicates, in our sole discretion, that there may be a high level of risk associated with you or your Parapet App activity.

Your liability

You are responsible for all Reversals, claims, fees, fines, penalties, and other liability incurred by Parapet, the Bank, or our third party partners arising from your breach of this Agreement or your use of the Parapet App. You agree to reimburse Parapet, the Bank, or our third party partners for any and all such liability.

Actions we may take

If we determine, in our sole discretion, that you may have breached this Agreement, that you or your Parapet App activity presents risk or security concerns, or if we are unable to verify your identity, the actions we may take include, but are not limited to, the following:

• Suspending your access to your Parapet account and/or the Parapet App;
• Taking action as set out in the reversal section above to recover amounts that you owe;
• Closing your Parapet account;
• Contacting third parties who have purchased goods or services from you, contacting your financial institution, and/or, law enforcement, or other impacted third parties of your actions; and
• Taking legal action against you.

Termination

You may stop using the Parapet App and you may close your Parapet account at any time.

We may close your Parapet account or terminate your access to the Parapet App without liability, for any reason, upon notice to you. Reasons for termination may include, but are not limited to, your violation of this Agreement or any other applicable agreement or policy, Parapet account inactivity, or Parapet’s assessment that you pose an unacceptable risk. Parapet also reserves the right to modify or terminate the Parapet App at any time, for any reason.

Indemnification

You agree to defend, indemnify and hold harmless Parapet, Bank and Productfy, and their officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of this agreement or any other applicable Parapet agreement or policy; (b) your use of the Parapet App; (c) your negligence, gross negligence, recklessness, fraud or willful misconduct; (d) your violation of Nacha Rules; or (e) your actual or alleged violation of any third party rights or any applicable laws.

Limitation of liability

IN NO EVENT WILL PARAPET, BANK OR PRODUCTFY BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THIS AGREEMENT, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PARAPET APP, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE PARAPET APP, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER PARAPET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PARAPET, BANK OR PRODUCTFY’S LIABILITY EXCEED THE FEES PARAPET HAS RECEIVED FROM YOU DURING THE PRECEDING 12 MONTHS. THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO FULLEST EXTENT PERMITTED BY LAW.

No warranty

THE PARAPET APP IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PARAPET MAKES NO REPRESENTATION OR WARRANTY THAT THE PARAPET APP WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Force majeure

You understand and agree Parapet will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Parapet may suspend the Parapet App and access to your Parapet account, and the Bank may suspend its ACH service.

Assignment

You may not transfer or assign any rights or obligations you have under this Agreement. Parapet reserves the right to transfer or assign any rights or obligations under this Agreement at any time.

Governing Law

All actions relating to your Parapet Account and this Agreement will be governed by the laws of the United States and the State of Minnesota and other applicable rules, regulations and guidance, including rules of any funds transfer systems such as Nacha and all card network rules, except to the extent such laws, rules, regulations and guidance are inconsistent with the Federal Arbitration Act. The parties waive any right to a jury trial in and judicial proceedings involving any claim relating to or arising under these terms. All wire transfer instructions issued to us in your name shall also be subject to the rules and regulations of any funds transfer system used by the Bank and, where applicable, Subpart B of Regulation J, 12 CFR Part 210.

Arbitration of Disputes

Upon demand by you or us, any disputes, claims and controversies arising under this Agreement shall be resolved by binding arbitration held on an individual basis, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and you voluntarily agree to forego any jury trial right that you may have. Arbitration will proceed in a location selected by AAA in the state of the applicable governing law of the Agreement. In any arbitration proceeding, the arbitrators shall not have the authority to award exemplary or punitive damages or to alter, modify or add to the terms of this Agreement. If a single arbitrator is used by agreement of the parties, each party shall pay one-half of the fees and costs of the single arbitrator.

 

If an arbitration panel of three is used, each party shall pay the fees and costs of that party’s arbitrator and one-half of the fees and costs of the panel umpire. If the parties are unable to agree on the single arbitrator, or the umpire of a panel of three arbitrators, the single arbitrator or umpire shall be selected by a court of competent jurisdiction.

 

Notwithstanding the foregoing, neither party shall be precluded from seeking injunctive remedies pending arbitration. Judgment on the award rendered by the arbitrator(s) may be entered in any court having competent jurisdiction. This arbitration requirement does not limit the right of either party to: (a) exercise self-help remedies, including set-off or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding.

Class Action Waiver

Each party agrees that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class. Neither party will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable.

Taxes

You are liable and solely responsible for all taxes, duties, levies, tariffs, or charges of any kind imposed by any federal, state or local governmental entity with respect to the net income you recognize in connection with this Agreement. You acknowledge that Parapet may have reporting requirements to the Internal Revenue Service in connection with your activity conducted under this Agreement. 

Miscellaneous

This Agreement, along with any applicable Parapet agreement and/or policy that you have agreed to, set forth the entire understanding between you and Parapet with respect to the Parapet App. Any failure of Parapet to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any provision held to be invalid or unenforceable under applicable law will be struck, and the remaining provisions will continue in full force and effect. Any terms which by their nature are intended to survive termination, will survive the termination of this Agreement for any reason.

Treasurer Attestation Terms

I hereby declare, under penalty of perjury, that I am currently the Treasurer of the community association, condominium association or cooperative (the "Community") associated with my Parapet Technologies, Inc. account, that the information provided herein is true and correct, and that I have authority to act on behalf of the Community with regard to the Community's account open with Parapet Technologies, Inc., as well as other financial matters.

Parapet Terms of Service for Unit Owners

This Terms of Service ("Agreement") is a legally binding agreement between you and Parapet, ("we" or "us") and it applies to your use of the Parapet website and the Parapet electronic funds transfer services. Funds transfers on your behalf are performed by Stearns Bank, N.A. (“Bank”) based on instructions issued through Parapet’s software and the Banking-as-a-Service Platform provided by Productfy, Inc. (“Productfy”), one of our service providers. (Bank and Productfy are collectively referred to as herein as our "Service Providers" for purposes of this agreement). In registering for the Parapet service through the Parapet website, you are establishing a Parapet user account (“Parapet Account”), but not an account with Bank. Please read this agreement carefully because it informs you of your rights and obligations for these transactions. You should keep this Agreement for future reference.

By accessing or using the Parapet website, you accept and agree to be bound by the terms and conditions described in this Agreement. If you do not agree, you are not permitted to use and you must immediately stop using the Parapet website. We may amend this Agreement at any time and from time to time by posting a revised version on the Parapet website. Amended terms are effective at the time we post them and your continued use of the Parapet website constitutes your acceptance of any amended terms. We may provide you with notice regarding upcoming terms changes by email, text message or other means.

This Agreement contains a mandatory arbitration provision that, as further set forth below, requires the use of arbitration on a individual basis to resolve disputes rather than jury trials or any other court proceedings, or class actions of any kind. 

Using the Parapet Website

By using Parapet's software and the Bank-as-a-Service Platform provided by Productfy, you have the ability to send electronic payments to users designated by you, such as Cooperatives, through linking a bank account identified by you ("Linked Account''). You are also able to view your payment history through the website. All funds transfer services are provided by the Bank, as Parapet and its service partners, that operate the software platform, do not receive, hold, or transmit funds and are not licensed with the federal government, or any state or jurisdiction as money transmitters or money service businesses.

Privacy Policy

Please read the Parapet Privacy Policy carefully for information relating to our collection, use, and disclosure of information used, stored, collected, or processed in or through the Parapet website, including with respect to your personal information. By accessing or using the Parapet website, you agree to Parapet’s Privacy Policy.  By using the Parapet website, you agree to the Privacy Policies of our service providers. In using the Parapet website, you understand and agree that transmissions over the internet are never completely secure or private and that any information you send via the Parapet website may be read or intercepted by others, despite our efforts to protect such transmissions. You also understand and agree that you must do your part to protect the information and transmit it securely, such as by using up-to-date antivirus and anti-malware software and only using secure Wi-Fi.

Identity Verification and Information Accuracy

When you register for a Parapet Account, you are required to provide Parapet with information that allows us to verify your identity, including, but not limited to: your name and a valid U.S. physical address (not including P.O. Boxes or commercial mail receiving agencies). You may be required to provide additional information or documentation to allow Parapet to verify your identity and/or your account information. Parapet may also verify your information against third party databases or other sources, and you authorize Parapet to make such inquiries. Parapet also will use third party databases to determine whether you are on any watch lists, including any lists maintained by the US Office of Foreign Assets Control. If your name appears on any such watch list, Parapet reserves the right to terminate your access to the Parapet website.

You agree to provide true and accurate information to Parapet and to keep your information updated at all times. You must also provide an accurate and current email address in order to receive communications from Parapet electronically. You represent and warrant that any information you provide in connection with the Parapet Account is and will remain accurate and complete, and that you will maintain and update such information as needed.

Eligibility

You must be at least eighteen (18) years old (nineteen (19) years old in Alabama) to use the Parapet website. By agreeing to this Agreement you represent and warrant to us: (i) that you are at least eighteen (18) years old (nineteen (19) years old in Alabama); (ii) that you have not previously been suspended, removed, or deactivated from Parapet; (iii) that you are a legal resident of the United States; and (iv) that your registration and your use of Parapet is in compliance with any and all applicable laws and regulations.

Data and Password Security

You may need to register to use all or part of the Parapet website. We may reject, or require that you change, any username, password or other information that your provide to us in registering. You are responsible for the security of data in your possession or control and you are responsible for your compliance with all applicable laws and rules in connection with our use and/or collection of personal, financial, or transaction information. You are also solely responsible for maintaining adequate security and control of your Parapet user name, password, and PIN. If you share your Parapet credentials with any other person (which we highly discourage), you are solely responsible for all activity conducted by that person, regardless of whether or not you authorized the activity.  You must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account.

Authorization to debit your linked financial institution account

If you link a financial institution account to your Parapet Account, the financial institution must be a state or federally-chartered institution in the U.S. When you make a payment that is funded by your financial institution account, you authorize Parapet, through the Bank, to initiate an electronic transfer from your linked financial institution account in the amount you specify. You are solely responsible for complying with any terms set by your financial institution with respect to your Linked Account, including any terms regarding fees charged for insufficient funds or overdrafts. 

Payment Accounts and Services

Parapet facilitates the movement of money through the Parapet software platform. No funds flow through accounts owned by Parapet during the processing of such payments; all funds flow through accounts owned by and held at Bank through a custodial account established “For the Benefit Of” Parapet's customers.

Payment Authorization

You agree that you will provide us with sufficient information to satisfy the requirements of the National Automated Clearing House Association Operating Rules and Guidelines (“Nacha Rules”) by providing authorization which enables an originator to create instructions to make or receive a payment through the Automated Clearing House (“ACH”) network. You understand that any payment instructions or activity performed using the Parapet website shall be deemed authorized and valid and we are under no obligation to investigate the instruction or activity.

Confidentiality and Use of Information

 We may disclose information to third parties about the transfers you make:

• To verify your identity and allow us to comply with any applicable laws;
• To comply with government agency or court orders;
• To protect the confidentiality or security of your records;
• To protect against or prevent actual fraud, unauthorized transactions claims or other liability;
• For resolving consumer disputes or inquiries;
• To persons holding a legal or beneficial interest relating to you;
• To persons acting in a fiduciary or representative capacity on behalf of you;
• If we are unable to complete an electronic funds transfer because of insufficient funds;
• Where necessary to complete transfers;
• Where necessary to activate additional services;
• To verify the existence or conditions of your account for a  third party such as a credit bureau or merchant;
• As disclosed in the separate privacy notices posted within the Parapet website ("Privacy Notices"); or
• If you give us written permission, provided that your have not revoked that consent or permission.

Your ability to sign up for a Parapet Account and ability to make electronic funds transfers using the platform may not be completed if we can not verify your identity or other necessary information. In addition, and in accordance with our Privacy Notices, you agree that we reserve the right to obtain personal information about you, including, without limitation, financial information and transaction history regarding your Linked Account. You further understand and agree that we reserve the right to use personal information about you for our and our Service Providers’ everyday business purposes, such as to maintain your ability to access the Parapet website, to authenticate you when you log in, to send you pertinent information, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections, to comply with laws, regulations, court orders, and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Parapet website and the content and layout of the Parapet website. Additionally, we and our Service Providers may use your information for risk management purposes and may use, store, and disclose your information acquired in connection with this Agreement as permitted by law, including (without limitation) any use to effect, administer, or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability.

Sending limit

You are limited to sending no more than $10,000 per day using the Parapet website. We reserve the right to decrease your electronic funds transfer amounts at any time, for any reason.

Transaction fees

Parapet will not charge you for any payment sent or received through the Parapet App, except as provided below.

If a payment that you received is subject to a Reversal as set out below (Transaction reversal), you may be charged a fee of up to $15 (“Reversal Fee”).

Parapet Website Code of Conduct

You agree that, as an express condition of your use of the Parapet website, you will not:

• Breach these terms and conditions or any other applicable Parapet policy or agreement that you have accepted, including but not limited to Parapet Privacy Policy;
• Provide false, fraudulent or inaccurate information to Parapet, including identity information;
• Engage or attempt to engage in illegal or fraudulent activities; or
• Engage in activity that indicates, in our sole discretion, that there may be a high level of risk associated with you or your Parapet website activity.

Your Representations

You represent and warrant: (1) that you have the right to authorize any and all debits to the Linked Account; (2) the Linked Account is held at a depository institution located in the U.S.; and (3) that your are individually the owner of the Linked Account. By linking a bank account, you agree to indemnify and hold us harmless from any claims by any person related to the bank account, including, but not limited to, another owner of the Linked Account. You may only link a bank account that is a deposit account, such as a checking, savings or money market account. You must maintain sufficient funds in your account to avoid the transaction being declined.  

Your liability

You are responsible for all claims, fees, fines, penalties, and other liability incurred by Parapet, the Bank, or our Service Providers arising from your breach of this Agreement or your use of the Parapet website. You agree to reimburse Parapet, the Bank, or our Service Providers for any and all such liability. Neither Parapet or its Service Providers will be liable for any fees or fines related to your missed payments in using the Parapet website.

Financial Institution's Liability

When we receive a payment instruction, you authorize us to debit your Linked Account and remit funds on your behalf.

We will attempt to make all your payments properly, However, we shall incur no liability if we are unable to complete any payments initiated by you because of the existence of one or more of the following circumstances:

• If through no fault of ours, you do not have enough money in your account to make the transfer or the funds in your Linked Account are not available for any reason; or
• If the system was not working properly and you knew about the breakdown when you started the transfer; or
• You have not provided Parapet with the correct name, address, and account number for the payee; or
• If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions having been taken. 

Actions we may take

If we determine, in our sole discretion, that you may have breached this Agreement, that you or your Parapet website activity presents risk or security concerns, or if we are unable to verify your identity, the actions we may take include, but are not limited to, the following:

• Suspending your access or terminating your access to the Parapet website;
• Contacting your financial institution, and/or, law enforcement, or other impacted third parties of your actions; and
• Taking legal action against you. 

Termination

You may stop using the Parapet website at any time. If you wish to cancel,you may do so within the Parapet website. Any payment(s) that have begun processing before the requested cancellation date will be processed by us.

We may terminate your access to the Parapet website without liability, for any reason. Reasons for termination may include, but are not limited to, your violation of this Agreement or any other applicable agreement or policy, Parapet account inactivity for a period of 60 days or more, or Parapet’s assessment that you pose an unacceptable risk. Parapet also reserves the right to modify or terminate the Parapet website at any time, for any reason.

Updates to Website

From time to time, Parapet may automatically update the Parapet Website (“Updates”). Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins, and new versions of the Parapet website. Your use of the Parapet website and Updates will be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates). Parapet reserves the right to temporarily disable or permanently discontinue any and all functionality of the Parapet website at any time without notice and with no liability to you.

Indemnification

You agree to defend, indemnify and hold harmless Parapet, Bank and Productfy, and their respective officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of this agreement or any other applicable Parapet agreement or policy; (b) your use of the Parapet website; (c) your negligence, gross negligence, recklessness, fraud or willful misconduct; (d) your violation of Nacha Rules; or (e) your actual or alleged violation of any third party rights or any applicable laws; and (f) our action or inaction in reliance upon oral, written or electronic instructions from you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PARAPET, BANK OR PRODUCTFY BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THIS AGREEMENT, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PARAPET WEBSITE, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE PARAPET WEBSITE, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER PARAPET, THE BANK OR PRODUCTFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PARAPET, THE BANK, OR PRODUCTFY'S LIABILITY EXCEED THE FEES PARAPET HAS RECEIVED FROM YOU DURING THE PRECEDING 12 MONTHS. THIS LIMITATION OF LIABILITY SECTION WILL APPLY TO FULLEST EXTENT PERMITTED BY LAW.

No Warranty

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARAPET WEBSITE IS PROVIDED “AS IS”, "WHERE IS', AND “AS AVAILABLE”, "WITH ALL FAULTS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PARAPET MAKES NO REPRESENTATION OR WARRANTY THAT THE PARAPET WEBSITE WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

While we try to maintain the timeliness, integrity, and security of the Parapet website, we do not guarantee that the Parapet website is or will remain updated, correct, complete, or secure, or that access to the Parapet website will be uninterrupted or error free. The Parapet website may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Parapet website. If you become aware of any such alteration, contact us at [email protected] with a description of such alteration and its location on the Parapet website.

Force Majeure

You understand and agree Parapet will not be held responsible for any losses or damages resulting from suspension of service, or your inability to use or access the Parapet website, due to extraordinary events or circumstances beyond our control. In such an event, Parapet may suspend the Parapet website and access to your Parapet Account, and the Bank may suspend its ACH service.

Third Party Websites

The Parapet website may contain links to third-party websites. The linked websites are not under our control, and we are not responsible for the contents of any linked website. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked website. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties’ services or websites.

Intellectual Property

You hereby acknowledge that we or our Service Providers own all rights, title, and interest in and to the Parapet website and to any and all proprietary and confidential information contained therein (“Parapet Information”). The Parapet website and Parapet Information, including, but not limited to, all visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, look-and-feel, and all other elements of the Parapet website, are protected by applicable intellectual property and other laws, including, but not limited to, patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Assignment

You may not transfer or assign any rights or obligations you have under this Agreement. Parapet reserves the right to transfer or assign any rights or obligations under this Agreement at any time.

Monitoring and Recording Telephone Calls and Consent to Receive Communications

Subject to federal and state law, we may monitor or record phone calls for security reasons, to maintain a record and to ensure that you receive courteous and efficient service. You consent in advance to any such recording. To provide you with the best possible service in our ongoing business relationship with you, we may need to contact you from time to time by telephone, text messaging or email. However, we first obtain your consent to contact you about the Parapet website in compliance with applicable consumer protection provisions in the federal Telephone Consumer Protection Act of 1991 (TCPA), CAN-SPAM Act and their related federal regulations and orders issued by the Federal Communications Commission (FCC).

Your consent is limited to the Parapet website and as authorized by applicable law and regulations.

 

Your consent is voluntary and not conditioned on the purchase of any product or service from us.

 

With the above understanding, you authorize us to contact you regarding the Parapet website using any telephone numbers or email addresses that you have previously provided to us by virtue of an existing business relationship or that you may subsequently provide to us.

This consent applies regardless of whether the number we use to contact you is assigned to a landline, a paging service, a cellular wireless service, a specialized mobile radio service, other radio common carrier service or any other service for which you may be charged for the call. You further authorize us to contact you through the use of voice, voicemail and text messaging including the use of pre-recorded or artificial voice messages and an automated dialing device. If necessary, you may change or remove any of the telephone numbers or email addresses at any time using any reasonable means to notify us.

Governing law

This Agreement will be construed in accordance with, and governed by, the laws of the United States and the State of New York, and other applicable rules, regulations and guidance, including, but not limited to, Nacha Rules, except to the extent such laws, rules, regulations and guidance are inconsistent with the Federal Arbitration Act. The parties waive any right to a jury trial in any judicial proceeding involving any claim relating to or arising under these Terms.

The Parapet website is controlled or operated (or both) from the United States, and is not intended to subject Parapet to any non-U.S. jurisdiction or law. The Parapet website may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Parapet website is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Parapet website availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

Arbitration of Disputes

Upon demand by you or us, any disputes, claims, and/or controversies (a) arising under this Agreement; (b) relating to  Parapet, its service providers (Bank or Productfy) and/or any of their employees, agents, contractors or subcontractors; and/or (c) related to any transactions processed through the use of the Parapet website shall be resolved by binding arbitration held on an individual basis, administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, including any questions regarding the existence, validity, application, breach, interpretation, scope, or termination of this Agreement. Arbitration will proceed in the state of the applicable governing law of the Agreement or in such other location selected by AAA. In any arbitration proceeding, the arbitrator shall not have the authority to award exemplary or punitive damages or to alter, modify or add to the terms of this Agreement. A single arbitrator shall be used, and each party shall pay one-half of the fees and costs of the single arbitrator.

 Notwithstanding the foregoing, neither party shall be precluded from seeking injunctive remedies pending arbitration. Judgment on the award rendered by the arbitrators may be entered in any court having competent jurisdiction. This arbitration requirement does not limit the right of either party to: (a) exercise self-help remedies, including setoff, or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during, or after the pendency of any arbitration proceeding.

Class Action Waiver

Each party agrees that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class. Neither party will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable.

Waiver of Notices

To the extent permitted by law, you waive any notice of non-payment, dishonor, or protest regarding any items credited to or charged against your account. For example, if you deposit an item and it is returned unpaid or we receive a notice of nonpayment, we do not have to notify you and shall have no liability for not notifying you, unless required by law.

Information or Complaints

If you have a question or complaint regarding the Parapet website, please send an e-mail to [email protected] You may also contact us by writing to [address], or by calling us at 917-847-2895. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Taxes

You are liable and solely responsible for all taxes, duties, levies, tariffs, or charges of any kind imposed by any federal, state or local governmental entity with respect to the net income you recognize in connection with this Agreement. You acknowledge that Parapet may have reporting requirements to the Internal Revenue Service in connection with your activity conducted under this Agreement.

General

This Agreement, together with the Privacy Policy and any other agreements between you and us expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and us regarding your use of and access to the Parapet website, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in this Agreement is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.