DEFINITIONS
"Licensed Product" means one or more Hyphen supplier platforms, including but not limited to SupplyPro and SupplyPro GM, as enabled for Supplier by Hyphen from time to time pursuant to this Agreement.
LEGAL TERMS AND CONDITIONS
1. Payment.
a. Fees.
Supplier shall pay Hyphen the Initial Set-up Fee. In addition, Supplier shall pay Hyphen the Monthly License and Maintenance Fee and the Transaction Fee for Purchase Orders, as may be modified from time to time in accordance with Paragraph 1(f), along with any other fees set forth on the Order Form (the "Fees"). Supplier may choose to make the payment either by recurring credit card payment or monthly invoicing.
b. Recurring Credit Card Payment.
Supplier may elect to authorize recurring credit card payment by completing Recurring Credit Card Payment Authorization Form attached as Exhibit A or online by completing the Credit Card Information section. If a charge to Supplier's credit card is denied, Supplier shall immediately give Hyphen an alternative method of payment and pay a $25.00 (US Dollars) administrative charge. If Supplier does not provide an alternative method of payment, Hyphen reserves the right to suspend performance and/or to terminate this Agreement and may begin collection proceedings.
c. Monthly Invoice.
On the Order Form, Supplier shall pay Hyphen the Fees set forth on the Order Form. The Fees are payable in advance and Hyphen will invoice Supplier for the Fees prior to the commencement of the portion of the Term (as defined below) to which such Fees apply. The Fees are payable to Hyphen at the address set forth on the Order Form. The Fees are non-refundable. Supplier will pay each Hyphen invoice in accordance with the payment terms. Late payments are subject to a late charge equal to the lesser of: (i) one and one-half percent (1.5%) per month; and (ii) the highest rate permitted by applicable law. Notwithstanding anything to the contrary in this Agreement, Hyphen reserves the right to suspend performance and/or to terminate this Agreement in the event of any past due Fees. Hyphen has made certain assumptions based on Supplier's frequency and transaction volume history. If during the Term Hyphen notices Supplier's frequency and transaction volume change, then Hyphen reserves the right to change the Fees immediately.
d. Taxes.
Supplier is responsible for paying all taxes relating to this Agreement (except for taxes based on Hyphen's net income or capital stock). Applicable tax amounts (if any) are not included in the License and Maintenance Fee.
e. Audit.
Hyphen (including any third-party auditor retained by Hyphen) may audit the records and systems of Supplier to ensure compliance with the terms of this Agreement and each applicable Order Form. Hyphen will notify Supplier in writing at least seventy-two (72) hours prior to any such audit. Any such audit will be conducted during regular business hours and will not interfere unreasonably with Supplier's business activities. Hyphen may audit Supplier no more than once in any twelve (12) month period. If an audit reveals that Supplier is using the Licensed Product(s) beyond the scope of the license granted herein (for example, in excess of the License Restriction), then, in addition to any other remedies available to Hyphen, Supplier will promptly pay Hyphen the underpaid Fees associated therewith based on Hyphen's then-current list rates, as well as any applicable late charges.
f. Modification of Fees.
Hyphen will have an annual increase of 5% for each fee hereunder, including the Monthly License and Maintenance Fee and/or the Transaction Fee for Purchase Orders (as applicable). Hyphen may modify the Transaction Fees and/or the Monthly Fees at any time upon thirty (30) days' notice. Notwithstanding the foregoing, should a Hyphen SupplyPro Supplier adopt the Hyphen Wallet product, Fees specific to Hyphen Wallet are subject to change based on options selected by the Supplier within the App for any given payment method selected by Supplier. Hyphen may modify the Transaction Fees and/or the Monthly Fees at any time upon thirty (30) days' notice. + Fees applicable to Hyphen Wallet are product-specific and may vary based on Supplier-selected payout methods, transaction volumes, and configuration options. Wallet-related Fees may be modified independently of other Licensed Product fees upon thirty (30) days' notice.
g. Promotional Pricing.
From time to time, Hyphen may offer promotional pricing or discount codes ('Promo Codes'). Unless otherwise expressly stated in writing by Hyphen, any Promotional Pricing applied to Supplier's account shall be valid for a period of twelve (12) months from the effective date of activation. Upon expiration of such period, Supplier's Fees shall automatically revert to Hyphen's then-current standard pricing. Promotional Pricing may be modified, discontinued, or replaced by Hyphen in accordance with Section 1(f).
2. Limited License.
a. Limited License.
Subject to the terms of this Agreement and the applicable Order Form, Hyphen grants to Supplier a limited, revocable, nonexclusive, and nontransferable license (without the right to sublease or sublicense) to access the Licensed Product(s) on Hyphen's computer server, and to use related documentation, to store, process, and retrieve information concerning Supplier's business operations solely for Supplier's internal use only by the Authorized Users and who agree to the terms and conditions herein, including without limitation the confidentiality provisions of Section 4, ("Supplier's Users"). Supplier is expressly prohibited from using the Licensed Product(s) or any portion thereof for any other purpose or by any users other than the Supplier's Users.
b. Documentation.
Supplier may make a reasonable number of copies of the current Hyphen-provided documentation relating to the features, functions, and use of the Licensed Product(s) (the "Documentation") for the Licensed Product(s) for its internal use in accordance with the terms of this Agreement.
c. License Restrictions.
Supplier's use of the Licensed Product(s) is subject to any limitation on the use of the Licensed Product(s) (e.g., number of Authorized Users, locations, connections) specified in the applicable Order Form.
d. Additional Restrictions on Use of the Licensed Product(s).
In no event shall Supplier access the Licensed Product(s) on any environment outside the hosted environment selected by Hyphen as part of the Licensed Product(s). In no event shall Supplier or Supplier's Users possess or control the Licensed Product(s) or any related software code. Supplier is prohibited from causing or permitting the reverse engineering, disassembly, or de-compilation of the Licensed Product(s). Supplier acknowledges and agrees that U.S. export control laws and other applicable export and import laws govern its use of the Licensed Product(s) and Supplier will neither export or re-export, directly or indirectly, the Licensed Product(s), nor any direct product thereof in violation of such laws, or use the Licensed Product(s) for any purpose prohibited by such laws.
e. Platform Eligibility.
Access to SupplyPro GM is subject to Hyphen's platform eligibility criteria, contractual obligations, and builder participation requirements. Hyphen reserves the right to determine the appropriate Hyphen platform for Supplier participation and may route Supplier to SupplyPro or SupplyPro GM based on product compatibility, contractual requirements, and operational considerations.
3. Ownership.
a. Ownership and Intellectual Property.
Use of the Licensed Product(s) does not grant any ownership rights in or to the Licensed Product(s) and any updates, modifications, and enhancements thereto or the Documentation. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, databases, processes, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world. Hyphen owns any and all Intellectual Property Rights related to the Licensed Product(s) and Documentation. Supplier acquires only the right to use the Hyphen Intellectual Property Rights strictly in accordance with the limited license set out in Section 2 and does not acquire any other rights or ownership interests in same. To the extent that, as between Supplier and Hyphen, ownership of the Hyphen Intellectual Property Rights do not automatically vest in Hyphen, Supplier hereby assigns any right, title, and interest it would otherwise have in same to Hyphen, and agrees to execute any and all necessary assignments and other instruments. Information provided, entered, or uploaded for use by or with the Licensed Products by the Supplier or Supplier's Users (the "Supplier Data") shall be the sole property of Supplier. Hyphen may collect anonymous data related to Supplier Data or use of the Licensed Product(s) (collectively "Anonymous Data"), and such Anonymous Data (which in no event will include Personal Information) shall be the sole property of Hyphen and not considered Supplier Data. "Personal Information" means information provided to Hyphen by or at the direction of Supplier, or to which access was provided to Hyphen in the course of Hyphen's performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions, and other personal identifiers). Personal Information shall include any non-public personal information regarding any individual that is subject to applicable national, state, regional, and/or local laws and regulations governing the privacy, security, confidentiality, and protection of non-public personal information.
b. Intellectual Property Rights Notices.
Supplier is prohibited from removing or altering any notices regarding the Intellectual Property Rights notice(s) embedded in the Licensed Product(s) or that Hyphen otherwise provides with the Licensed Product(s). Supplier must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Supplier makes of the Documentation.
4. Confidentiality.
a. Proprietary and Confidential Information.
Proprietary and confidential information includes information related to research, development, pricing, trade secrets, customer lists, salaries, business affairs of the parties to this Agreement, and information of material value to a party which is not generally known within the industry. The Licensed Product(s) and the documentation contain proprietary and confidential information. Supplier agrees to hold all proprietary and confidential information embodied in the Licensed Product(s) and any documentation in strictest confidence. Supplier and Hyphen each agree to hold in strictest confidence any information and material which is related to either party's business or is designated as proprietary and confidential, herein or otherwise, by either party in connection with the transactions contemplated by this Agreement. Each party agrees not to make use of such designated information and material other than for the performance of this Agreement. However, nothing shall prohibit Hyphen from using information collected in connection with the transactions contemplated by this Agreement for marketing or statistical purposes so long as Supplier's name is not directly associated with the information. Notwithstanding the foregoing, with respect to Personal Information that Supplier provides to Hyphen such information shall be governed by the then-current version of the Hyphen privacy policy (available at http://www.hyphensolutions.com). The foregoing notwithstanding, nothing shall prohibit Hyphen from providing job-specific or product-specific data to third parties. The parties' obligations of confidentiality under this Agreement shall survive the termination of this Agreement.
b. Internet Security and Privacy.
Hyphen shall establish and maintain administrative, technical, and physical safeguards designed to protect against the destruction, loss, unauthorized access or alteration of Supplier Data and Personal Information in the possession or under the control of Hyphen or to which Hyphen has access, which are: (i) no less rigorous than those maintained by Hyphen for its own information of a similar nature; (ii) no less rigorous than generally accepted industry standards; and (iii) required by applicable laws.
c. Location-Based Services.
Supplier acknowledges that SupplyPro GM utilizes location-based technologies in connection with order routing, logistics coordination, compliance validation, and product functionality. Supplier consents to the collection and use of location-related data associated with Supplier's business locations and transactions in accordance with Hyphen's Privacy Policy.
5. Base Requirements, Support Services and Updates.
a. Base Requirements.
Supplier is solely responsible for acquiring and maintaining hardware and connectivity to access SupplyProGM.
b. Software Services.
During the Term of the Agreement, Hyphen shall provide software hosting services for the Licensed Product(s), including hosting of the Supplier data in a secure environment, web access to the Licensed Product(s) via Hyphen's cloud-based platform using industry-standard Internet protocols, and nightly backups of the Supplier data.
c. Support and Update Services.
During the Term of the Agreement, Hyphen shall provide Supplier's Users with telephone support during its normal business hours and updates that Hyphen makes generally available on the Licensed Product(s).
6. Term and Termination.
a. Term.
With respect to the Licensed Product(s), the Primary Term shall be as set forth on the applicable Order Form. After the Primary Term, the Primary Term shall renew for successive one-year periods (each a "Renewal Term" and together with the Primary Term, the "Term"), unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to expiration of the Term. Except as set forth in Section 6(b), the then current Term cannot be terminated prior to its expiration date.
b. Right of Termination.
If either party breaches any material obligation in this Agreement or an Order Form (including, without limitation, any obligation to pay the Fees), and fails to remedy such breach (if such breach can be remedied) within thirty (30) days of receipt of written notice of such breach, the other party may terminate this Agreement (including all Order Forms hereunder). Notwithstanding the foregoing, to the extent such material breach cannot be remedied through efforts of the breaching party, the other party has the right to terminate this Agreement (including all Order Forms hereunder) on less than thirty days' written notice. In addition, if after four (4) months continuous usage and payment in full of all current Fees and if Supplier receives no orders through SupplyPro for a period of two (2) consecutive calendar months, Supplier may terminate this Agreement without further payment obligation.
c. Effect of Termination.
Upon termination of this Agreement by either party, Supplier's license to access and use the Licensed Product(s) shall immediately terminate as of the effective date of such termination. Termination of this Agreement will not release Supplier from making payments which may be owing to Hyphen under the terms of this Agreement through the effective date of such termination.
d. Survival of Obligations.
Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement, unless otherwise expressly stated herein. Supplier shall immediately return to Hyphen all copies of the Licensed Product(s) and all documentation and materials related to the Licensed Product(s) in Supplier's possession. All obligations relating to non-use and non-disclosure of Confidential Information, limitation of liability, and such other terms which by their nature survive termination, will survive termination or expiration of this Agreement.
7. Training.
a. Training.
Supplier must provide Hyphen a list of any Authorized Users. Supplier's Authorized User(s) will be contacted by telephone or e-mail to receive a User Name and Password for using SupplyPro. Hyphen offers several training options including online videos, classroom training and web-based training. Hyphen may also make available an Online Users Guide.
8. Service Interruptions.
a. Service Interruptions.
Due to the nature of the Internet and the reliance on third-party providers, Supplier enjoys no expectation of uninterrupted error-free uptime, service, access, or communication with SupplyPro. Hyphen does not warrant that the functions contained in SupplyPro will meet the requirements of Supplier.
9. Limited Warranties, Disclaimer of Warranties, and Remedies.
a. Right to Grant License.
Hyphen warrants that it owns all right, title and interest in and to the Licensed Product(s) or has obtained rights in such Licensed Product(s) sufficient to grant the licenses granted to Supplier under this Agreement. Supplier's exclusive remedy, and Hyphen's exclusive obligation, for a breach of this warranty is set forth in Section 10 (Indemnification).
b. Limitation of Remedies and Damages.
Supplier's sole and exclusive remedy under this Agreement shall be the repair or replacement by Hyphen of the Licensed Product(s) or appropriate portion thereof. IN NO EVENT SHALL HYPHEN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR DATA) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE USE, OPERATION, OR SUPPORT OF THE LICENSED PRODUCT(S), EVEN IF HYPHEN HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. SUPPLIER SPECIFICALLY AGREES THAT ANY LIABILITY ON THE PART OF HYPHEN ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, FRAUD, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY SHALL NOT EXCEED THE FEES PAID BY SUPPLIER DURING THE SIX MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM OR CAUSE AGAINST HYPHEN. HYPHEN MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE LICENSED PRODUCT(S) AND DOCUMENTATION PROVIDED UNDER THIS AGREEMENT AND/OR ANY ORDER FORM, IN WHOLE OR IN PART. HYPHEN EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. HYPHEN EXPRESSLY DOES NOT WARRANT THAT THE LICENSED PRODUCT(S) OR THE DOCUMENTATION, IN WHOLE OR IN PART, WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR MEET SUPPLIER'S REQUIREMENTS.
c. Compliance with Laws.
Each party warrants that neither its grant of the rights or licenses hereunder nor its performance of any services or other obligations under this Agreement does or at any time will, to the best of its knowledge using commercially reasonable efforts, conflict with or violate any applicable law, rule or regulation including any law, rule or regulations relating to data privacy, data security, or Personal Information and each party shall promptly notify the other party in writing if it becomes aware of any change in any applicable law, rule or regulation that would preclude its performance of its obligations hereunder.
d. Abrogation of Limited Warranty.
Hyphen will have no obligation under this Agreement to the extent that any alleged breach of warranty is caused by any modification of the Licensed Product(s) not performed by or on behalf of Hyphen.
e. FAILURE OF ESSENTIAL PURPOSE.
THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN SECTIONS 9 AND 10 WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER SUPPLIER HAS ACCEPTED ANY LICENSED PRODUCT(S) UNDER THIS AGREEMENT.
10. Indemnification.
a. Indemnification.
Each party shall indemnify, defend and hold harmless the other party, its employees, representatives, agents, directors, officers and shareholders, from and against damages, liability, loss or expenses (including all court costs, reasonable expenses and reasonable attorneys' fees) incurred as a result of third-party claims, including any and all losses, actions, damages, liabilities, costs and expenses, arising out of or resulting from (i) its breach or alleged breach of any representation or warranty contained in this Agreement. Hyphen will defend, indemnify and hold Supplier harmless from and against any loss, cost and expense to the extent arising from a third-party claim against Supplier that the Licensed Product(s) infringes any Intellectual Property Rights of others. Hyphen's obligations under this indemnification are expressly conditioned on the following: (i) Supplier must promptly notify Hyphen of any such claim; (ii) Supplier must, in writing, grant Hyphen sole control of the defense of any such claim and of all negotiations for its settlement or compromise so long as such settlement or compromise does not result in payment of money by Supplier or an admission of guilt by Supplier (if Supplier chooses to represent its own interests in any such action, Supplier may do so at its own expense, but such representation must not prejudice Hyphen's right to control the defense of the claim and negotiate its settlement or compromise); (iii) Supplier must reasonably cooperate with Hyphen to facilitate the settlement or defense of the claim. Hyphen will not have any liability hereunder, and Supplier agrees to indemnify and hold harmless Hyphen, to the extent a claim arises from: (a) any modification of the Licensed Product(s) by, on behalf of, or at the request of Supplier without Hyphen's authorization; (b) any loss arising out of or relating to unauthorized access or fraudulent activity, including unauthorized electronic funds transfers from Supplier's accounts to third-party accounts, attempted electronic transfers from non-existent accounts, or similar illegal, unauthorized, or improper conduct involving account funding or withdrawals; or (c) the use or combination of the Licensed Product(s) with any computer, computer platform, operating system and/or database management system not provided, authorized, or approved by or on behalf of Hyphen. If any Licensed Product(s) is, or in Hyphen's opinion is likely to become, the subject of an Intellectual Property Rights infringement claim, then Hyphen, at its sole option and expense, will either: (A) obtain for Supplier the right to continue using the Licensed Product(s) under the terms of this Agreement; (B) replace the Licensed Product(s) with products that are substantially equivalent in function, or modify the Licensed Product(s) so that it becomes non-infringing and substantially equivalent in function; or (C) refund to Supplier the unused portion of the License and Maintenance Fee, if any, paid to Hyphen for the Licensed Product(s) giving rise to the infringement claim, and discontinue Supplier's use of such Licensed Product(s). THE FOREGOING SETS FORTH HYPHEN'S EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
11. Arbitration.
a. Arbitration.
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12. General.
a. Complete Agreement; Amendment.
Each party acknowledges that it has read this Agreement and any exhibits, understands them, and agrees to be bound by their terms, and further agrees that they are the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this Agreement. Except for the modification of Fees provided for under Paragraph 1(f), this Agreement may not be modified or altered except by written instrument duly executed by both parties.
b. Notice.
Any notice or other communication in this Agreement shall be in writing via email or within the SupplyPro application or written correspondence and shall be deemed to have been given on the day of service if served personally, emailed, within the Software, or three (3) days after mailing if mailed by first class mail, registered or certified, postage prepaid, to the address or email address on the Order Form of this agreement. Such address or email may be changed from time to time by providing written notice of the change via email or within the SupplyPro application.
c. Force Majeure.
Neither party shall be liable for any delay or failure to perform other than the failure to make payments due hereunder by reason of any event or circumstance beyond its reasonable control, including, without limitation, acts of God, war, riot, strike, labor disturbance, fire, explosion, flood, or shortage or failure of suppliers.
d. Choice of Law; Venue.
The laws of the State of Texas shall govern this Agreement, performance under this Agreement and any dispute arising out of or related to this Agreement without regard to its conflict of laws provisions. Venue shall lie exclusively in Dallas, Texas for any dispute arising out of or related in any way to this Agreement.
e. Assignment.
Supplier may not assign or sublicense its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, without the prior express written consent of Hyphen, which consent shall not be unreasonably withheld. Hyphen may assign this agreement to any successor in interest.
f. Severability.
If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent
g. Waiver.
The waiver or failure of Hyphen to exercise in any respect or any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
h. Headings.
The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement.
i. Relationship.
Neither party shall represent itself as the agent or legal representative of the other or as a joint venture for any purpose whatsoever, and neither party shall have any right to create or assume any obligations of any kind, express or implied, for or on behalf of the other in any way whatsoever.
j. Counterparts/Signatures/Original.
This Agreement may be executed in several counterparts. All counterparts so executed shall together constitute one final agreement, if signed by all the parties, and each counterpart shall be an original. The parties agree that facsimile signatures of the parties are binding. Once this Agreement is executed, unless prohibited by applicable law or specified otherwise, any reproduction of it by reliable means (for example, photocopy or facsimile) is considered an original.
HYPHEN WALLET LEGAL TERMS AND CONDITIONS
1. Services.
a. General Information.
Hyphen Wallet ("Hyphen Wallet") is a service of Hyphen Solutions, LLC ("Hyphen", "we" or "us"). Through Hyphen Wallet, we provide payment services and related functionality and technology using a payout platform to deliver a range of payout solutions to participants in Hyphen BuildPro and Hyphen SupplyPro (the "Services") who desire to make or receive, as the case may be, payments to their designated payees (each a "Payee"). Hyphen Wallet may be accessed through a website or application (the "App"). Hyphen Wallet may facilitate certain payments which a Payee will receive from the Payor (the "Payouts" and each, a "Payout"). Certain Payouts may be subject to additional fees, as determined by us. Fees specific to Hyphen Wallet are subject to change based on options selected by the Supplier (Payee) within the App for any given payment method selected by Supplier (Payee). + Hyphen Wallet may be offered as an optional or bundled service in connection with certain Hyphen platforms, including SupplyPro and SupplyPro GM, subject to eligibility, compliance, and configuration requirements.
b. Eligibility and Verification of Your Identity.
To use the Services, if you are a natural person, you must be at or above an age of majority in your country of location, and, in any event, be located in a country supported by Hyphen Wallet. For our compliance purposes and to provide you the Services, you hereby authorize us to, directly or through a third-party, obtain, verify, and record information and documentation to verify your identity and bank account information (if applicable). By using the Services, you authorize us to obtain, directly or through our third-party service providers, information about you and your external bank account from the financial institution holding your external bank account and other third-party websites and databases, as necessary to provide the Services to you.
c. Adding an External Bank Account.
To use the Services as a Payor or as a Payee who selects ACH payment, you will need to add at least one external bank account ("External Account") to your Hyphen Wallet. You represent and warrant that you have the right to control any External Account you add to use the Services.
d. Transferring Funds.
You may transfer funds from your External Account via ACH. The funds transferred via Hyphen Wallet are held at a JP Morgan Chase account or at another authorized institution in your name. Payees may be able to receive a Payout from and as directed by a Payor through one of several methods, each as determined by the Payee. We will generally complete the requested Payout based on the method selected by Payee.
e. Termination of these Terms.
You may stop using the Services, close your Hyphen Wallet account, and cancel these Terms at any time by contacting us at support@hyphensolutions.com. If there are any pending transactions when we receive your termination notice, we will close your Hyphen Wallet account promptly after such transactions are completed.
f. Use of Cookies.
he Services require cookies to function properly. Cookies are small text files that reside on a user's device and identify you as a unique user. We use cookies to refine our Services and simplify the user experience. If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to deny or accept the cookie feature.
g. Security of your Access Information.
You agree not to authorize any other person or entity to use your user name and password or mobile device to access the Services. You are solely responsible for the maintenance, confidentiality, and security of your username and password.
h. Privacy.
We take your privacy seriously. By using the Services, you consent to the collection, use, storage, and disclosure of your information as set forth in these Terms and our Privacy Policy.
i. Electronic Communications.
To the fullest extent permitted, you agree and consent to receive any and all communications, agreements, policies, schedules, addenda, statements, history and transaction information, documents, legal and regulatory notices, and disclosures, and other content of any type or nature that we provide in connection with Hyphen Wallet and the Services electronically instead of in paper form.
j. App and Updates.
From time to time, we may automatically check the version of the App installed on your device and, if applicable, provide updates for the App. Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins, and new versions of the App.
2. Eligibility and Verification of Your Identity.
a. Eligibility and Verification of Your Identity.
You may stop using the Services, close your Hyphen Wallet account, and cancel these Terms at any time by contacting us at support@hyphensolutions.com and providing sufficient information for us to verify your identity. If there are any pending transactions when we receive your termination notice, we will close your Hyphen Wallet account promptly after such transactions are completed. Your termination of these Terms will not affect any of our rights or your obligations arising under these Terms prior to termination. We reserve the right, in our sole discretion and without advance notice to you, to terminate, cancel, or suspend access to your use of the Services or to Hyphen Wallet for any reason, including, but not limited to:
• Your breach of these Terms;
• If you have provided information to us that is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete;
• If we suspect unauthorized, fraudulent or illegal activity in your Hyphen Wallet account, we may freeze your Hyphen Wallet account pending further investigation.
We are not responsible for damages suffered by you or any inconvenience caused directly or indirectly by our termination, suspension, or restriction of your access to Hyphen Wallet or the Services.
3. Adding an External Bank Account.
a. Adding an External Bank Account.
To use the Services as a Payor or as a Payee who selects ACH payment, you will need to add at least one external bank account ("External Account") to your Hyphen Wallet. You represent and warrant that you have the right to control any External Account you add to use the Services. When you use the "Add Account" feature of the Service, you will be connected to a form via a third-party website. You will be instructed to submit information including a bank account number and a routing number that you provide to add your External Account. We make no effort to review the account information for accuracy or any other purpose and we are not responsible for the accuracy of such information.
We are not responsible for the products and services offered by or on third-party sites. Hyphen Wallet is not sponsored or endorsed by any third party financial institution at which you have an External Account. If during the course of adding your External Account your profile is flagged for review by our compliance systems, you may be asked to upload documentation supporting your identity. You agree only to upload documentation that is current, accurate, and belongs to you. Third-party banks may require additional lead time for deposit or transfer of funds to become available for use.
4. Transferring Funds.
a. To Hyphen Wallet.
You may transfer funds from your External Account via ACH. The funds transferred via Hyphen Wallet are held at a JP Morgan Chase account or at another authorized institution in your name. We are not responsible for any third-party fees that you may incur as a result of using the Services, including, but not limited to, third-party fees incurred as a result of maintaining insufficient funds in your External Account.
b. From Hyphen Wallet.
Payees may be able to receive a Payout from and as directed by a Payor through one of several methods, each as determined by the Payee. We will generally complete the requested Payout based on the method selected by Payee. It may take longer if, for example, Payor recently made a deposit or if Payee is withdrawing to a different External Account than the one used for its initial deposit. You authorize us to transfer funds from Hyphen.
5. App and Updates.
a. App and Updates.
From time to time, we may automatically check the version of App installed on your device and, if applicable, provide updates for the App. Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins and new versions of the App. By installing the App, you authorize the automatic download and installation of updates and agree to download and install updates manually, if necessary. Your use of the App and updates will be governed by these Terms (as amended by any terms and conditions that may be provided with updates). We reserve the right to temporarily disable or permanently discontinue any and all functionality of the App at any time without notice and with no liability to you.
6. Termination of these Terms.
a. Termination of these Terms.
You may stop using the Services, close your Hyphen Wallet account, and cancel these Terms at any time by contacting us at support@hyphensolutions.com and providing sufficient information for us to verify your identity. If there are any pending transactions when we receive your termination notice, we will close your Hyphen Wallet account promptly after such transactions are completed. Your termination of these Terms will not affect any of our rights or your obligations arising under these Terms prior to termination. We reserve the right, in our sole discretion and without advance notice to you, to terminate, cancel, or suspend access to your use of the Services or to Hyphen Wallet for any reason, including, but not limited to: (a) your breach of these Terms; (b) if you have provided information to us that is untrue, inaccurate, not current or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete; or (c) if we suspect unauthorized, fraudulent or illegal activity in your Hyphen Wallet account, we may freeze your Hyphen Wallet account pending further investigation. We are not responsible for damages suffered by you or any inconvenience caused directly or indirectly by our termination, suspension, or restriction of your access to Hyphen Wallet or the Services.
7. Use of Cookies.
a. Use of Cookies.
the Services require cookies to function properly. Cookies are small text files that reside on a user's device and identify you as a unique user. We use cookies to refine our Services and simplify the user experience, and it allows us to personalize your experience on Hyphen Wallet. For these reasons, we tie user information to our cookies. If you do not want information collected through the use of cookies, there is a simple procedure in most browsers that allows you to deny or accept the cookie feature; however, you should note that cookies might be necessary to provide you certain features available on Hyphen Wallet.
8. Security of your Access Information.
a. Security of your Access Information.
You agree not to authorize any other person or entity to use your username and password or mobile device to access the Services. You are solely responsible for the maintenance, confidentiality, and security of your username and password. Except as otherwise required by applicable law, you are responsible for all transactions and other activities authorized or performed using your username and password or mobile device, whether authorized or unauthorized by you. Except as otherwise expressly stated in these Terms or required by applicable law, we are not responsible for any losses arising out of the loss or theft of your user information, access credentials, or your mobile device or from unauthorized or fraudulent transactions associated with your External Account or Hyphen Wallet. Your passwords and confidential data should not be shared by email. You agree to take all reasonable and lawful measures to mitigate the effects of unauthorized or fraudulent transactions (including changing your username and password). If your mobile device is lost or stolen or if you suspect someone has gained unauthorized access to your username or password or mobile device, you must contact us immediately at support@hyphensolutions.com. In order to take any action, you will need to provide us with information to verify your identity.
9. Privacy.
a. Privacy.
We take your privacy seriously. By using the Services, you consent to the collection, use, storage, and disclosure of your information as set forth in these Terms and our Privacy Policy.
10. Electronic Communications.
a. Electronic Communications.
To the fullest extent permitted, you agree and consent to receive any and all communications, agreements, policies, schedules, addenda, statements, history and transaction information, documents, legal and regulatory notices and disclosures, and other content of any type or nature that we provide in connection with Hyphen Wallet and the Services electronically instead of in paper form.