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Silo Services Agreement 

Last Modified: July 29, 2022 

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This Services Agreement (this “Agreement”) is entered into by and between the entity that is applying or has opened an account to use the Services (as defined below) (such entity, the “Customer”, “you”) and Silo Technologies, Inc. (“Silo”). Customers may utilize the Services (defined below) for bill pay services as a payor (“Payor”) or for collections services as a payee (a “Payee”). The Services are owned and operated by Silo, and are being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. 

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Customer should carefully review this Agreement before using the Services. If Customer does not agree to these terms, Customer may not access or use the Services. This Agreement consists of the terms and conditions applicable to Customer’s use of the Services. The terms of this Agreement shall control to the extent of any conflict between this Agreement and any other agreement between Customer and Silo unless expressly stated otherwise. 

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  1. OVERVIEW OF SERVICES. Silo provides software and related services (the “Services” or “Payments Services”) to help its Customers manage their purchase and sale of perishable food inventory. Through such services, Silo allows Customers to generate invoices and enter, track, and adjust data and documentation about their businesses’ transactions and vendors, including by importing information regarding an invoice from third-party accounting software. Silo allows Payors to utilize this data to initiate bill payments to vendors; Silo also allows Payees to use this data to receive bill payments from Payors or other businesses that may not have established customer relationships with Silo. 

  2. FEES. For access to and use of the Services, Silo may charge Customer a fee (the “Fee”) as communicated through the Services. You can also view Fee information at any time at the following link: https://usesilo.com/fees. 

  3. FUND OWNERSHIP & INSTRUCTION. Payments to Payors or from Payees (other than Fees) do not pass into Silo’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds. Silo uses master bank accounts at bank partners, which currently includes Silicon Valley Bank (“Bank”). Master bank accounts at Bank are held in the Bank’s name and owned by the Bank. The account titles also show that these accounts are for the benefit of customers of Silo. Customer grants Silo the right to instruct Bank on the use of funds in the accounts, including sending funds to a Payee based on Customer’s instructions. The Bank transfers all funds for the benefit of Silo’s customers upon Silo’s instructions. 

  4. AUTHORIZED JURISDICTION. The Payments Services may be operated and used only in the United States, unless otherwise authorized from time to time by Silo. 

  5. PROHIBITED VENDORS. Customer agrees not to use the Services for payments related to the following unsupported purposes or services: 

    • Illegal activity, as directed by federal, state, or other international and local jurisdictions; 

    • Direct relationships to cannabis industry – cannabis (including hemp and marijuana). cannabis growers or provision of products or services offerings specifically for or intentionally towards the cannabis industry; 

    • Gambling; 

    • Payment for debt that has been charged off as uncollectible; 

    • Illegal drugs or drug paraphernalia (real or synthetic); 

    • Adult content or services (e.g. pornography); 

    • Psychics; 

    • Casa De Cambios/Currency Exchange; 

    • Online dating; 

    • Pyramid and Ponzi investments; 

    • Technology developed to weaken industry security controls; 

    • Weapons including firearms and firearm accessories; 

    • To Customer or an entity in which Customer has control; 

    • On behalf of another party; 

    • Not in direct exchange for a rendered good or service; 

    • To escrow accounts where a contract cannot be provided; 

    • For goods or services whose delivery or completion has not yet been confirmed; 

    • Short term rental and/or vacation payments; 

    • As a donation to an organization not classified as a registered charity; 

    • Other than for legitimate payment purposes (e.g., to test or probe card behaviors); or 

    • Any other business prohibited by Silo, Bank, relevant payment networks, or their affiliates. 

  6. BILLINGS. Silo enables Payors to transmit bill payments to Payees via automated clearinghouse (“ACH”), debit card, credit card, or wire transfer. Payees may receive payments via paper check, electronic check, or ACH transfer. Payors shall not be entitled to compensation or interest for lost funds availability due to a Payee’s inability to accept or receive a payment. 

  7. PAYOR’S RESPONSIBILITIES AND ROLE.

    • SUBMISSION OF PAYMENT INSTRUCTIONS. Payor shall submit a payment request (“Payment Instruction”) in the form and format specified by Silo. Payor acknowledges and agrees that submission of a Payment Instruction to Silo constitutes its irrevocable request to Silo to execute such Payment Instruction in the amount indicated in such Payment Instruction to the Payee designated in the Payment Instruction. Payor acknowledges that Payment Instructions are not reversible. Any Payment Instructions issued in Payor’s name and accepted by Silo shall be effective as the Payment Instructions of Payor, and Payor agrees to be bound by any such Payment Instructions, whether or not authorized. In the event of an unauthorized Payment Instruction, Payor agrees to cooperate with Silo and to provide such information as Silo may reasonably request in connection with any discretionary investigation of such unauthorized Payment Instructions undertaken by Silo as a courtesy to Payor. 

    • DESIGNATION OF PAYMENT METHOD. Payor shall designate one or more commercial deposit accounts at a financial institution located in the United States that (each, a “Bank Account”). Payor may not designate an account used primarily for personal, family or household purposes as a Bank Account. All Bank Account usage with Payor’s use of the Services are subject to the existing terms of Payor’s Bank Account provider, including any relevant transactional limits. 

    • PERMISSION FOR PAYMENT PROVIDERS TO ACCESS. Bank Account. Payor authorizes Silo and its agents and Payment Providers (defined below) to credit and debit Payor’s Bank Account on behalf of the applicable Payee for Payment Instructions Silo receives, and for Fees in accordance with the Agreement, and rules and procedures of the applicable clearinghouse association and any other payment network. Payor further authorizes Silo and its agents and Payment Providers to credit and debit Payor’s Bank Account for any erroneous credits or debits. Notwithstanding any termination of this Agreement that may occur, this authorization will remain in effect until the later of (a) five (5) business days after Silo receives written notice of Payor’s cancellation of such authorization or (b) after all in process Payment Instructions are fully funded and all Fees paid to Silo. 

    • OWNERSHIP OF BANK ACCOUNT. Payor represents, warrants, and covenants (a) that Payor owns the Bank Account and is authorized by the Bank Account owner to access and debit the Bank Account; (b) that Payor has the right to use the funds in the Bank Account to fund a payment indicated in the Payment Instruction; and (c) that the Bank Account will not be subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent access to the funds associated with the Bank Account. 

    • FUNDING OF SETTLEMENT FOR PAYMENT INSTRUCTIONS. For each Payment Instruction submitted by Payor, Payor shall ensure that the Bank Account has sufficient funds for the full amount of each Payment Instruction and Payor shall not otherwise block or prevent execution of the Payment Instructions. Payor shall not submit a Payment Instruction that will cause Payor to exceed the available funds in Payor’s Bank Account at the time such Payment Instruction is submitted to Silo (after accounting for the principal amount of the commercial payment, together with any applicable Fees). Neither Silo nor any Payment Provider shall be obligated to provide the Services or otherwise process a payment on behalf of the Payee until Payor has irrevocably provided good funds in the full amount of such Payment Instruction, plus any applicable Fees, in the Bank Account. For the avoidance of doubt, such “good funds” may include financing proceeds provided by Silo or a third party. 

    • EFFECT ON INVOICES AND AGREEMENTS. Payor acknowledges that its use of certain payment types in connection with the Services may have the effect of altering or amending the agreement between Payor and the applicable Payee, including with respect to the payment terms for the applicable invoice, such as terms related to payment deadlines, payment plans, late fees, and refunds. Payor hereby agrees that, notwithstanding the foregoing, Silo is not a party to any agreement between Payor and any Payee and shall in no way be responsible for, or required to resolve, any dispute between Payor and any Payee. 

    • SECURITY PROCEDURES. Payor is solely responsible for the authenticity and accuracy of Payment Instructions submitted to Silo or its agents by Payor or its agents or authorized representatives. Payor shall ensure that only authorized representatives and authorized agents of Payor are permitted to submit Payment Instructions. Payor is solely responsible for implementing security procedures designed to prevent any unauthorized access to the Services through Payor’s systems. Payor represents and warrants that Silo’s provision of the Services and that Silo’s procedures, including those relating to account credentials and privileged account management, are a commercially reasonable method of (a) processing Payment Instructions, and (b) limiting Silo’s access to the Bank Account. 

    • PAYMENT PROVIDERS. Silo receives Payment Instructions from Payor and transmits such Payment Instructions to Payment Providers to facilitate the payment. Payor acknowledges and agrees that Silo shall have no liability with respect to the acts or omissions of Payment Providers or Payees. 

    • CONSENTS. Payor represents and warrants that it has obtained all material licenses, consents or permissions needed from any applicable governing authority or other person to perform its duties in connection with this Agreement. Payor agrees to maintain such licenses, consents or permissions for the duration of this Agreement. Payor represents and warrants that all Payment Instructions provided in connection with the Program are authorized and represent amounts due and payable to Payees for goods or services provided to Payor. 

    • RATIFICATION OF AGREEMENT. Payor acknowledges that, with each Payment Instruction sent or received after the effective date of an update to this Agreement, each such occurrence shall constitute Payor’s ratification of, and consent to, the then-current version of this Agreement. 

    • PAYMENTS, RETURNS, AND REFUNDS. 

      • SATISFACTORY GOODS OR SERVICES. By submitting Payment Instructions, Payor agrees that the goods or services provided by the Payee in exchange for the payment (minus Fees) have already been rendered to Payor’s satisfaction. Payor forfeits any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Silo in exchange for Payor’s payment of Fees. 

      • CHARGEBACKS, CLAWBACKS, REVERSALS AND RETURNS. If Payor seeks to contest a payment made through the Services, Silo encourages Payor to contact Silo to resolve this dispute. Together Silo will work with Payor and Payee to find a solution. In the event that Silo is required to pursue Payee for the outstanding payment, Payor agrees to assist Silo with any claim and if necessary assign to Silo any claim against the Payee associated with such clawback, reversal or return. Payor further agrees that we may contact Payee directly to request reimbursement for any payment that has been transmitted and for which a clawback, reversal or return has been initiated. In the event the dispute cannot be resolved, and it is determined by Silo that this Agreement has been violated, Silo may pursue any action necessary to collect on an outstanding balance due. Payor agrees to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by Silo for the collection of all amounts unpaid or otherwise payable by Payor. 

      • MAINTAINING SUFFICIENT FUNDS. When using the Services, Payor understands and agrees that it may take more than 60 days for Silo to receive notice of the return or reversal of an ACH debit or other charge and/or to exercise any rights granted or reserved under this Agreement. Payor agrees at all times to maintain sufficient funds in its Bank Account to satisfy all obligations to Silo in connection with this Agreement or use of the Services, including returns, reversals, and associated fees, and to add funds immediately if Silo notifies Payor that Payor’s existing funds are insufficient. 

      • RETURNED/REJECTED FEES. Payor’s bank may charge Payor non-sufficient funds (“NSF”) or overdraft fees if Payor does not have sufficient funds to complete a transaction. Payor is solely responsible for maintaining an adequate balance in or associated with its Bank Account to avoid any overdraft, NSF or similar fees. Any and all NSFs are Payor’s sole responsibility. Silo reserves the right to report, suspend and/or terminate Payor’s use of the Services for chargeback abuse. Furthermore, Payor authorizes Silo to debit its Bank Account for a rejected/returned item fee of $30 or the maximum amount allowed by law if the payment is returned for any reason. 

    • NO DEFENSES TO PAYMENT. Payor agrees that it shall fully, completely, and timely satisfy its payment obligations to Silo, without offset or deduction and without asserting any defense to payment (including any defenses Payor may have at law, in equity, or otherwise against a Payee or Silo). 

    • PAYMENT REFUNDS. Payor may request a refund by contacting Silo. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Payees and are handled on a case by case basis. Silo is unable to issue partial refunds of payments or payments to Payees located outside the United States. Silo may be pursue refunds in cases where a Payee has already received the payment, but makes no guarantees regarding its ability to obtain a refund in such cases, or any cases. Fees are non-refundable. In the event that Silo issues a payment refund, Silo will not refund the Fee to Payor in whole or in part. 

    • REFUNDS FOR CHECK PAYMENTS. Silo may refund payments disbursed to a Payee via check prior to their deposit by the Payee. To do so, Silo may place a “stop payment” request to prevent the check from being deposited. Payor acknowledges that if the Payee attempts to deposit a stopped check, it may be charged a fee from its bank, which it may attempt to assign to Payor. Payor accepts the responsibility of notifying the Payee to not deposit the check, and agrees not to hold Silo or the Bank liable for any costs that may be incurred in connection with a request for a refund of a payment disbursed by check. 

  8. COLLECTIONS. Silo also enables Customers, as Payees, to receive bill payments from payors. Silo will facilitate the transfer of funds from payors to Payee’s designated Bank Account or Payee’s account (the “Receivables Account”). 

  9. PAYEE’S RESPONSIBILITIES AND ROLE. Payee is solely responsible for verifying that the amount of any payment is correct. 

    • PAYEE REPRESENTATION, WARRANTIES AND COVENANTS. Payee represents, warrants, and covenants (i) that it owns the Receivables Account; (ii) that Receivables Account is used solely for commercial purposes; and (iii) that the Receivables Account will not be subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent the payments from being properly paid to Payee in consideration of goods or services provided by Payee to Payor. Payee further represents, warrants and covenants that it has obtained all material licenses, consents or permissions needed from any applicable governing authority or other person to (i) receive payments from Payors through the Services and (ii) Payees may not use the Payments Services to facilitate receipt of commercial payments from Payors that do not relate to Payee’s own rights or obligations, and Payees may not receive payments for the benefit of any third party. 

    • APPOINTMENT OF SILO AS PAYEE’S AGENT. Payee hereby appoints Silo as its payment collection agent for the limited purpose of receiving, holding, and settling payments from Payors pursuant to this Agreement. Each Payee further agrees and understands that a payment received into the Bank-owned account from a Payor shall be considered the same as payment made directly to the Payee. Such payment shall be deemed to satisfy the Payor’s obligation to pay Payee, and the Payee will provide its services to the Payor in the agreed-upon manner as if the Payee had received the payment directly from the Payor. Each Payee understands that Silo’s obligation to pay the Payee is subject to, and conditional upon, successful receipt of the associated payments from the Payor. Payee further agrees that Silo is not required to settle such payment to Payee in the event that Payor initiates a chargeback, ACH return, or otherwise disputes the payment. In the event that Silo does not make a payment to Payee as required by this Agreement, Payee will have recourse against only Silo and not against Payor. In accepting appointment as the limited payment collection agent of the Payee, Silo assumes no liability for any acts or omissions of the Payee. 

    • RELATIONSHIPS. No provisions of this Agreement, except where otherwise noted, will modify or supersede existing relationships between a Payee and Payor. Silo is not a debt collector, nor does Silo take on any legal responsibilities regarding Payors’ financial obligations. Accordingly, Silo assumes no responsibility and will have no liability for any consequences resulting from Payee’s interactions or contracts with Payors, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. Silo in no way endorses, recommends, or bears any responsibility or liability for any products, services or statements presented by Customer. Payee acknowledges and agrees that Payee’s use of the Services does not in any way constitute a tri-party agreement between Payee, Silo, and Payors. 

    • CHARGEBACKS, CLAWBACKS, REVERSALS, RETURNS. In the event that Silo receives a chargeback, clawback, reversal or return, Payee authorizes Silo to debit Payee’s Receivables Account or Bank Account, if applicable, for the amount of the return plus any associated fees or to withholds funds from future distributions. 

  10. ADDITIONAL CUSTOMER RESPONSIBILITIES.

    • APPLICABLE LAW. Customer shall comply with applicable law and shall not use the Services in a manner that would cause Silo to violate applicable law, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), Perishable Agricultural Commodities Act (PACA), and U.S. economic sanctions law, as may be amended. Silo may be required to obtain information regarding Customer, Customer’s affiliates, or other persons under Customer’s control that are involved in the operation of the Services. Customer shall promptly provide all such information that is reasonably requested by Silo to ensure compliance with applicable law. Silo reserves the right to refuse to provide the Payments Services to any Customer, or in connection with any Payor or Payee if such person is a sanctioned person or if such action would otherwise cause Silo to be noncompliant with applicable law. Without limiting the foregoing, Customer shall comply with all U.S. economic sanctions laws, regulations, and orders administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer’s compliance process shall be commensurate with the risks for violations of these laws, regulations, and orders posed by Customer’s customers, products, services, and geographic locations. Customer shall promptly inform Silo of any enforcement actions or penalties issued against Customer or any failure to comply with any applicable law in relevant to its use of the Services. 

    • COOPERATION ON INVESTIGATIONS OF SUSPECTED ILLEGAL OR SUSPICIOUS ACTIVITY. Customer shall cooperate with Silo in the investigation of any suspected money laundering, terrorist financing, fraud, or other suspicious activity to the extent permitted by applicable law. Customer shall acknowledge its inquiry within five (5) days from the date of its request, and a satisfactory response to the inquiry shall be provided within fifteen (15) days of the date of its request unless an extension is granted by Silo. Silo may assess noncompliance fees or terminate this Agreement immediately if Customer does not respond to its inquiries within these timeframes. 

    • TAXES. Customer is solely responsible for remitting to any federal, state, or local tax authority with jurisdiction over Customer or Customer’s participation in the Services (each, a “Tax Authority”) any applicable taxes and duties payable by Customer or Silo based on payments processed from Customer by Silo, excluding taxes based upon net income payable by Silo. Customer is solely liable for any fees, charges, fines, or assessments attributable to or levied against Silo without offset or deduction (including any offset or deduction for taxes). Customer shall indemnify and hold Silo harmless from and against any and all tax liabilities paid, payable, or incurred by Silo, including penalties and interest, costs, and expenses, to any Tax Authority relating in any way to the taxes or tax treatment of payments made under the Services. Customer acknowledges and agree that Silo may withhold taxes from any payments made by Silo to Customer if Silo determine that such tax withholding is required by applicable law. If Customer is not a United States person (as determined under applicable United States federal income tax principles), Customer agrees that Customer shall complete any applicable tax forms as requested by Silo. 

    • REPORTING. Customer shall report any fraudulent Payment Instructions and fraudulent payments to the Receivables Account to Silo as soon as possible but not later than twenty-four (24) hours following Customer’s discovery of such fraud. Customer also agrees to immediately send Silo written notice if Customer become insolvent or discontinues its business or if Customer or any of Customer’s creditors file a petition for bankruptcy where Customer is the debtor in the bankruptcy case. 

    • CHANGES TO PAYMENT AND RECEIVABLES ACCOUNT INFORMATION. Customer shall use the procedures specified to notify Silo, in writing and at least fifteen (15) business days in advance, of any changes to Payee’s Receivables Account or Bank Account information. Such changes must be communicated to Silo by Payee, Payee’s agents or Payee’s authorized representatives, and Payee agrees that Silo may rely on information in its records regarding Payee’s designated authorized representatives. Silo will not be responsible for debits or credits to an incorrect account due to Payee’s failure to notify Silo or due to any errors in the information provided to Silo. 

  11. SILO’S RESPONSIBILITIES AND ROLE. 

    • SILO PROCESSING OF PAYMENT INSTRUCTIONS. Silo shall use commercially reasonable efforts to execute Payment Instructions received by Silo and may reject any Payment Instruction that does not comply with the form and format specified by Silo; provided, that Silo shall not be obligated to examine any Payment Instruction for errors or for authenticity, including for the authority of Payor’s agent to submit such Payment Instruction. Silo reserves the right to suspend the Services or to reverse the execution of Payment Instructions in its sole discretion. 

    • USE OF PAYMENT PROVIDERS. Silo may use any third party payment provider (“Payment Provider”) and any means of transmission, funds transfer system, clearinghouse, or intermediary bank that Silo determines is appropriate so long as such action is consistent with the payment method specified in the Payment Instructions. 

    • NO EXTENSION OF CREDIT. Neither Silo nor any Payment Provider is required to extend credit or make any credit accommodation for Customer in connection with the Services. To the extent that credit or financing is offered by Silo to Customer, such credit or financing shall be subject to a separate written agreement between the parties. 

    • PERMISSION TO USE INFORMATION. Silo shall have the right to use any information provided by Customer or any of its agents, authorized representatives, officers, employees, directors, or service providers in connection with Customer’s participation in the Services. Silo shall have the right to share any such information with its own or Customer’s agents, authorized representatives, officers, employees, directors, or service providers, as well as with Payees or Payors using the Services, that have a reason to receive or know such information in connection with Silo’s provision of, or Customer’s participation in, the Services. Customer shall obtain any necessary or appropriate consents from its agents, authorized representatives, officers, employees, directors, or service providers sufficient to ensure that Silo may exercise its rights under this Section 11.4. 

    • COMPLIANCE WITH APPLICABLE LAW. Silo shall comply with applicable law. 

    • SUSPENSION OF PAYMENT INSTRUCTIONS. Silo may, in its discretion, withhold or suspend processing of Payment Instructions or payments from Payors, without prior notice, as required by applicable law or in order to exercise its rights. 

    • DISCLAIMER OF SILO RESPONSIBILITY FOR FUNDING SETTLEMENT. Silo is not liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties, including Payment Providers or Payors. If a Payor’s financial institution, any other payment system operator, or Payor’s agents return clearinghouse or other payments for any reason, including for insufficient funds, a closed account, or an invalid account number, Payor agrees to pay the outstanding amounts it owes with respect to Payment Instructions, including any Fees that Silo may assess for the returned clearinghouse or other items, and Payor agrees to immediately transmit such amounts to Silo upon demand. Silo may offset any amounts payable by Payor, including but not limited to refunds of payment transactions, with respect to Payment Instructions for a particular Payee from amounts payable by Payor to another Payee. 

    • LICENSE. Subject to this Agreement, including payment of all Fees, Silo grants to Customer a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Services, including without limitation the software that enables the Services, together with any updates, bug fixes, help content, and other related materials that Silo provides to Customer (collectively, the "Software"), solely for Customer’s own use for so long as Customer is authorized to use the Services. Customer acknowledges and agrees that if Customer is in violation of this Agreement, Silo may, in its sole discretion and without notice to Customer, immediately suspend or terminate Customer’s license and/or access to the Services. 

    • RESERVATION OF RIGHTS BY SILO. Silo reserves and retains all rights in the Services not expressly granted to Customer in this Agreement. The Services are protected by copyright, trade secret, and other intellectual property laws. Silo and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Services and all copies thereof. This Agreement does not give Customer any rights in Silo’s or its licensors’ intellectual property, including its trademarks or service marks.

  12. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, SILO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SILO DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE. Silo makes no warranty, express or implied, or will be liable with respect to (a) the availability or timeliness of the Payments Services; (b) the availability of the systems, links, lines, or services provided by third parties in connection with the Payments Services; (c) the content or accuracy of any Payment Instruction issued by a Payor; or (d) the acts or omissions of third parties, including Payment Providers. 

  13. BOOKS AND RECORDS; EXAMINATION OF CUSTOMER PERFORMANCE. During the term of this Agreement, each of Silo and Customer agree to maintain books and records, including financial records, relating to its provision and Customer’s receipt of the Payments Services and the performance of Customer’s and its obligations under the Agreement. Subject to the confidentiality terms herein and upon written notice, Silo and Customer agree to make such books and records available for audit review. Upon its request, Customer agrees to provide written attestation of Customer’s compliance with the Agreement on an annual basis. 

  14. REGULATORY AUDITS. Each of Customer and Silo, as applicable, will promptly make available to a governmental or regulatory body, or to the other party’s independent auditors, any and all information relating to its compliance with applicable law upon written request made by, or on behalf of, a governmental or regulatory body. 

  15. LIMITATION OF LIABILITY. CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SILO NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, PUNITIVE, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING FOR EXAMPLE, LOSS OF GOODWILL, DATA, REVENUE, PROFITS, SAVINGS, USE OR ECONOMIC ADVANTAGE), OR CLAIMS OF THIRD PARTIES ARISING OUT OF, OR RELATING TO, CUSTOMER’S USE OF OR ACCESS TO THE SERVICES, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY, OR OTHERWISE AND CUSTOMER HEREBY WAIVES ANY AND ALL RELATED CLAIMS AGAINST SILO AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS. 

  16. INDEMNIFICATION. In addition to Customer’s obligations under any other agreement it may have with Silo, Customer, on behalf of itself, Customer’s officers, directors, employees and each of Customer’s agents (collectively, the “Customer Indemnifying Party”) shall indemnify, defend, and hold harmless Silo, its officers, directors, employees, and agents (collectively, the “Silo Indemnified Party”) from and against any and all third-party claims, actions, demands, losses, costs, expenses, fines, penalties, liabilities, damages, and other amounts, including legal fees, costs, and expenses arising out of or relating to (a) Customer’s breach of this Agreement, (b) the terms of any agreement or understanding or dispute between a Customer Indemnifying Party and a third party, (c) any Customer Indemnifying Party’s violation of any law or the rights of a third party; (d) the gross negligence or willful misconduct of a Customer Indemnifying Party, or (e) any other party’s access to and/or use of the Services using Customer’s credentials. 

  17. RELATIONSHIP. The Parties intend to create an independent contractor relationship, and nothing contained in this Agreement will be construed to make either Silo or Customer a partner, joint venturer, principal, agent, or employee of the other. Except as otherwise expressly provided herein, neither party will have any right, power, or authority, express or implied, to assume or create any obligation of any kind on behalf of the other party, to make any representation or warranty on behalf of the other party, or to bind the other party in any respect whatsoever. There are no third-party beneficiaries to this Agreement. 

  18. TERMINATION; EFFECT OF TERMINATION. Either Party may terminate this Agreement at any time by notifying the other party in writing. Each Party will continue to be responsible for any obligations incurred in connection with the Services prior to any expiration or termination of this Agreement, including, but not limited to: (i) the obligation to pay any amounts that accrued prior to termination of this Agreement that remain owed to the other party after such termination or expiration and (ii) the obligation of a Payee to pay a chargeback, clawback, reversal or return associated with Payment Instructions submitted prior to termination, even if such a chargeback, clawback, reversal or return is initiated subsequent to the termination of this Agreement. Silo shall use reasonable efforts to require Payment Providers to execute upon Payment Instructions accepted by Silo prior to the effectiveness of any termination of this Agreement, unless Silo determines, in its sole discretion, that doing so is unwarranted due to fraud, disputed transactions, or other extreme circumstances. Upon termination or suspension of this Agreement or the Services, Customer’s license and any other rights granted under this Agreement will end. 

  19. USE OF ELECTRONIC RECORDS AND SIGNATURES. Customer agrees that Silo may provide notices, disclosures, electronic records, and other communications by communicating through the Services, by e-mail, or by regular mail. Communications to Customer will be considered received when sent by Silo to the address or phone number that Customer has provided through the Services. In addition, please note that electronic records and signatures may be used in connection with the execution of ACH authorization forms, acceptance of this Agreement or acceptance of applicable fees. 

  20. SMS MESSAGING AND TELEPHONE CALLS. Customer consent to receive SMS messages (including text messages), and telephone calls (including prerecorded and artificial voice and autodialed) from Silo, its agents, representatives, affiliates or anyone calling on its behalf at the specific number(s) Customer has provided to Silo, with service-related information such as updates about the status of Payment Instructions or other information about the Services. You certify, warrant and represent that the telephone number Customer has provided to Silo is Customer’s business contact number and not someone else’s. Customer represent that it is permitted to receive calls and text messages at the telephone number provided to Silo. Customer agrees to promptly alert Silo whenever it stops using a telephone number. Silo and its agents, representatives, affiliates and anyone calling on its behalf may use such means of communication described in this section even if Customer will incur costs to receive such phone messages, text messages, e-mails or other communications. Standard message and data rates may apply to all SMS messages (including text messages). Silo may modify or terminate its SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to Customer. 

  21. AMENDMENTS. Silo reserves the right to amend this Agreement at any time and will notify Customer of any such changes by posting the revised Agreement on its website, usesilo.com. If Silo makes material changes to this Agreement, Silo will provide Customer notice of such changes before them become effective. Customer should check this Agreement on usesilo.com periodically for changes. All changes shall be effective upon posting. Silo will date the terms with the last day of revision. Customer’s continued use of the Services after any change to this Agreement constitutes Customer’s agreement to be bound by any such changes. Silo may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability. 

  22. ARBITRATION. 

    • GENERAL. Company and Silo agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. COMPANY AND SILO WAIVE ANY RIGHT TO HAVE ITS CASE DECIDED BY A JURY AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST THE OTHER PARTY. If any provision of these arbitration provisions is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). For the purpose of this Agreement, “Disputes” are defined as any claim, controversy, or dispute between Company and Silo (or its respective affiliates, agents, directors or employees), whether arising before or during the effective period of this Agreement, and including any claim, controversy, or dispute based on any conduct of Company or Silo that occurred before the effective date of this Agreement, including any claims relating in any way to the Services, this Agreement, or any other aspect of the parties’ relationship. 

    • PRE-FILING REQUIREMENT TO ATTEMPT TO RESOLVE DISPUTES. Before an arbitration is commenced, Company and Silo agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of this Agreement. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Silo should be sent by mail to [Insert Contact Information]. Any Notice sent to Company will be sent to the address on file for your account. The Notice must: (i) include the claiming party’s name and address; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state courts in the City and County of San Francisco, California, or federal court for the Northern District of California, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph. 

    • SCOPE OF ARBITRATION. If the parties are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except Company and Silo will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. 

    • SMALL CLAIMS COURT. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent. 

    • ARBITRATION PROCEDURES. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in San Francisco, California, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Silo values Company’s privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. 

    • ARBITRATION FEES. In accordance with the AAA Rules, the party initiating the arbitration (either Company or Silo) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to Company and Silo also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. 

    • OPT OUT. Company may reject the arbitration provisions of this Agreement, in which case only a court may be used to resolve any Dispute. To reject this provision, Company must send Silo an opt-out notice (the “Opt Out”) within thirty (30) days after Company create a Silo account or Silo first provides Company with the right to reject the arbitration provisions. The Opt Out must be mailed to [Insert Mailing Address]. This is the only way of opting out of the arbitration provisions. Opting out will not affect any other aspect of the Services, and will have no effect on any other or future agreements you may reach to arbitrate between Company and Silo. 

  23. GENERAL PROVISIONS. 

    • CHOICE OF LAW AND FORUM; JURY TRIAL WAIVER. Subject to and without waiver of the arbitration provisions above, this Agreement and all acts and transactions under this Agreement, all Disputes, and all rights and obligations of Customer and Silo shall be governed by the laws of the State of California. Company and Silo hereby: (i) consent to the jurisdiction and exclusive venue of the state courts in the City and County of San Francisco, California or federal court for the Northern District of California as this contract was entered into and made to performed in the San Francisco County, California and to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (ii) waive any and all rights to object to the jurisdiction and venue of any such court including any claims for forum non convenience, or to transfer or change the venue of such action or proceeding. At Silo’s sole discretion and election, venue is also permissible in any court having jurisdiction over Customer or Customer’s assets. ALL PARTIES HERETO WAIVE TO THE FULLEST EXTENT BY LAW THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY. 

    • SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. 

    • ASSIGNMENT. Unless expressly authorized by Silo, this Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer and any attempted transfer or assignment will be null and void. 

    • SURVIVAL. All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation, Sections 7.11, 10.3, 11.7, 12, 15, 16, 22 and 23. 

    • FORCE MAJEURE. Silo will not be liable for any loss or damage arising from any event beyond Silo’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of god, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. 

    • WAIVER. The failure of Silo to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Silo in writing. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, whether of similar or different nature, unless expressly so stated in writing. Silo‘s rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Silo would otherwise have. 

    • ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended except by a written document executed by authorized representatives of each party. There are no unwritten oral agreements among the parties. 

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