Ivy Pay Usage Terms
If you downloaded the Ivy Pay app from the Apple App Store, these Terms incorporate by reference Apple's Licensed Application End User License Agreement for purposes of which you are the "end user". If you downloaded the App from the Google Play Store: These Terms incorporate by reference Google's Android Market Terms of Service. If you access the Ivy Pay platform through the Site, these Terms apply.
Your use of Services constitutes your agreement to Terms. You may not access or use any Services unless you agree to abide by all the terms and conditions of these Terms.
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Services or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Services, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you can't use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at email@example.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Ivy offers payment processing services through its Ivy Pay app and platform and is a Payment Services Provider ("PSP"), not a bank, money transmitter, or Money Services Business ("MSB") and we do not offer banking or MSB services as defined by the Unites States Department of Treasury.
If you are sole proprietor, you affirm that you are personally responsible and liable for your use of the Services. If you are the person representing your legal entity ("Representative"), you represent and warrant that you are authorized to use the Services and provide Services with required information on the legal entity's behalf.
Ivy provides Services and access to an Ivy Pay app to only businesses that Ivy deems eligible for Services.
You agree that your use of Services will comply with federal PCI and HIPAA and other federal, state and local laws and regulations that affect your utilization of Services. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
To help the government fight financial crime, Federal regulation requires certain financial institutions including PSPs to obtain, verify, and record information about the beneficial owners of certain legal entity customers. Federal regulation also requires certain financial entities including PSPs to comply with the Payment Card Industry Data Security Standards ("PCI-DSS") and when applicable the Fair Credit Reporting Act ("FCRA") as well as the Payment Application Data Security Standards ("PA-DSS"), collectively "PCI Standards". Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud and other financial crimes. Requiring the disclosure of key individuals who own, control or represent a legal entity (i.e., Representative, Beneficial Owner(s) and the Control Owner) helps law enforcement investigate and prosecute these crimes. PSPs must collect all required beneficial ownership information from you in accordance with FinCEN's Beneficial Ownership Rule. Upon Ivy's request, you agree to promptly provide Ivy with information required to comply with Federal regulations under this paragraph.
In order to be eligible for Services, you or your Representative must provide Ivy with accurate and complete information including your business name, address, email, phone number, tax identification, bank account owner identification, nature of your business or activities and certain other information about you or your legal entity that Ivy requires.
Ivy requires additional information to identify each person or Representative, including the name, street address, telephone number, Social Security, date of birth and government-issued identification about your beneficial officers, principals and Representatives.
Until you have submitted this required information, and Ivy has approved, your Ivy Pay app and Services will be furnished to you on a preliminary basis.
You agree to provide Ivy with supplemental documentation upon request. Ivy may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative's identity, and assess the risk associated with your business. This additional information may include but is not limited to: articles of incorporation, passports, driver's license, business license, business invoices, copies of government-issued identification, bank account or other information related to your business, its beneficial owners, principals or representatives. Ivy may require you to provide a personal or company guarantee.
You agree that the identity information provided is complete and accurate to the best of your knowledge and authorize Ivy, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize Ivy to request a consumer report that contains your name and address. If you have submitted the required information, and Ivy is unable to approve you for the specific reason that Ivy is unable to verify the information in a given third party database, in these instances in accordance with FCRA, Ivy will provide you with a notice of adverse action and contact information for the appropriate third party database, so you can request a disclosure and dispute inaccurate information.
You agree that if you are a provider of health care services, you have all the professional licenses or other certifications required under applicable state or federal laws or regulations to provide medical treatment, including remote consultations, in each jurisdiction where you provide such treatment. You agree that if you are using the Services on behalf of any entity other than yourself you have the authority to do so. The Services is not for use of any material deemed illegal or unauthorized by state, federal or other laws or regulations.
In order to use Services, you must provide Ivy with an accurate email address and a self-selected password. To order to use Services, you must have a compatible mobile device, access to the Internet and certain necessary software and hardware, as Ivy may stipulate from time to time. Ivy is not responsible for any fees or charges that may apply for the use of your mobile services and Internet You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them. You must not share your access credentials with or allow their use by any other person or entity except for you. You are responsible for keeping your account, including your access credentials, secure from unauthorized third-party access or use. You must promptly notify us of any suspected or actual breach or unauthorized use thereof. You are responsible for all access to and use of the Services using your access credentials including all acts and omissions.
In order to settle the payments you have accepted to your bank account or other instrument while using Services, you must provide to Ivy identity and settlement information (such as your bank account information). Upon submitting this information in the Ivy Pay app, you agree that the bank account (including bank routing and account number) is owned by you, the information you provide is accurate, and Ivy may use this information for the purpose of funds settlement as well as account identify verification. If you do not provide identity and settlement information, you will not be able to accept additional payments, and unless you provide identity and settlement information promptly, the Bank will refund to your payers all of the payments you have accepted. Finally, if at any time Ivy is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, (a) Ivy will disable your access to Services so that you cannot accept additional payments, and (b) the Bank will refund to your payers all of the payments that you have accepted but not settled. Neither the Bank nor Ivy will have any liability to you for your inability to accept payments or for refunds.
You acknowledge that information you provide and which Ivy collects from you may affect our assessment of your overall risk of your business. You acknowledge that Ivy may grant you, based on our assessment and your continued compliance to these Terms, the right to use Services. The Terms will remain in full force and effect as long as you continue to access or use the Services. You acknowledge that such information which Ivy collects from you and which may affect our assessment of our overall risk of your business, your violation of these Terms, a requirement by applicable regulatory authorities, or a change in any applicable federal, state or local government laws, rules or regulations would render access to Services and conduct under Terms unlawful may lead to suspension or termination of your Services. You may terminate the Services by discontinuing use of the Services and notifying us. Upon any termination, your access to the Services will be terminated with immediate effect. The Terms survive the termination of these Services for any reason whatsoever. Subject to applicable law and our Business Associate Agreement (If applicable), Ivy reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to Services in its sole discretion. Ivy may periodically update your information as part of Ivy's underwriting criteria and risk analysis procedures. Failure to provide required information promptly may result in suspension or termination of your Services. Ivy may terminate access to Services at any time for any reason.
HIPAA, BAA and Health Data
Ivy Pay is designed to be HIPAA-secure from the ground up so you can be assured of your use of Ivy Pay in a HIPAA-compliant manner. We take security seriously with safeguards including encryption and firewalls to protect your data. Ivy Pay’s secure app access using strong TLS encryption and validation certificates to ensure of a secure connection between Ivy Pay and your mobile phone.
The Ivy HIPAA Business Associate Agreement (BAA) is included automatically, when applicable, in our standard terms of service for Covered Entities. If you have an Ivy Pay app already, you use of your Ivy Pay app is already safeguarded by our BAA. You can access the BAA and obtained a signed copy for your records via your ivy Pay app’s settings functions.
You understand and agree, to the extent applicable, that Ivy will be a “business associate” of yours (as defined in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time, (collectively “HIPAA”) for the purposes of HIPAA, pursuant to our Business Associate Agreement.
The Services may allow you and your patients or other entities to enter, submit or otherwise transmit to Ivy data or other information related to you, your patients or other entities. The Services may also contain data or other information, related to you, your patients or other entities, that was created on the Services by you, your patients or other entities. All such data is “Health Data” when it would qualify, in context, as patient health data (“PHI”) were it property of a Covered Entity, as those terms are defined in HIPAA. For the avoidance of doubt, the terms of the Business Associate Agreement will control when applicable, with regard to Health Data.
Health Data including patient records of any kinds in your Ivy Pay app are protected with safeguards that protect against unauthorized access: SSAE 16 SOC 1 Type II, SOC 2 Type II, PCI-DSS, GLBA, and HIPAA audited data centers only, FIPS 140-2 compliant encryption and multiple firewalls. All data including Health data is routinely backed up with redundant architecture so your use of Services is protected. Two factor authentication options are available for extra layers of security.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranties of revenue or any level of business
Assumption of Risk and Indemnity
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY IVY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.
You will defend, indemnify and hold Ivy harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your breach of these Terms; (b) your use of the Site; (c) your alleged violation of any statute, ordinance, or regulation; or (d) any action by a third party against Ivy that is based on (i) your use of the Services or (ii) any act or omission that results in personal injury, death, or tangible or intangible property damage (including loss of use).
Limitation of Liability
NEITHER IVY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IVY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IVY EXPRESSLY DISCLAIMS LIABILITY FOR ANY MEDICAL, LEGAL AND ANY OTHER MALPRACTICE DAMAGE CLAIMS OR AWARDS, PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, MEDICAL BILLS, LOSS OF PROGRAMS ARISING FROM OR RELATED TO YOUR OR A USER'S USE OF THE SERVICES.
IN NO EVENT WILL IVY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR EXCEED $100.
THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IVY AND YOU.
Modifications to the Services
Ivy reserves the right at any time or for any reason, with or without notice, to modify, or temporarily or permanently discontinue the Services, or any portion thereof. You agree that Ivy is not liable to you or any third party for any such modification, suspension, or discontinuance of the Services. Without limiting the foregoing, we will make reasonable efforts to notify you in advance of any discontinuation of the Services in their entirety.
Agreement to Arbitrate
You and Ivy agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that you and Ivy are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Ivy otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Ivy otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Ivy submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Ivy will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Ivy will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the "Changes to Terms or Services" section above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Ivy's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Ivy in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Ivy and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ivy and you regarding the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Ivy's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Ivy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Ivy under these Terms, including those regarding modifications to these Terms, will be given: by Ivy (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Ivy's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ivy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Ivy at email@example.com
Last Revised: January 1, 2018