Terms of Use for HomePay ®

Updated: January 19, 2026

These Terms of Use, including the Transfer Services Addendum attached hereto, (collectively, the "Terms" or "Agreement") set forth the terms and conditions under which Breedlove & Associates LLC ("Breedlove"), a subsidiary of Care.com, Inc., offers and makes available the Breedlove Site and/or the HomePay Services (described below) to individuals residing in the United States of America.

• Please read these Terms, including the Transfer Services Addendum in Section 18, before using the Site or the Services. By using the Site or the Services, you hereby represent and warrant that you understand, agree to, and accept these Terms in their entirety whether or not you register as a user of the Site or Services ("Registered Users").
• Certain Services are subject to additional policies, rules, terms and conditions, which you may be required to agree to as a condition of using those Services (“Additional Terms”). In those cases, the applicable Additional Terms will be made available to you at the time of or just prior to your use of those Services. When you agree to such Additional Terms or use the Services governed by them, such Additional Terms are incorporated into and made a part of this Agreement.
• THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST BREEDLOVE TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE (SEE SECTION 11 "AGREEMENT TO ARBITRATE") 30 DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME. UNLESS YOU OPT OUT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BREEDLOVE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
• These Terms include the Breedlove Privacy Policy, which is incorporated herein. If you object to anything in these Terms or the Privacy Policy do not use the Site or the Services.
• These Terms, including the Privacy Policy, are subject to change by Breedlove at any time. We will notify you about significant changes in these Terms by sending a notice to the email address registered in your account, or by placing a prominent notice on our Site, so that you can choose whether to continue using our Services. Unless otherwise required by law or compliance with our banking partner obligations, significant changes will go into effect no less than 30 days after we notify you. Non-material changes or clarifications will take effect immediately upon posting of the updated Terms on our Site. You should periodically check www.myHomePay.com/terms for updates. Any use of the Site or the Services by you after the effective date of any changes will constitute your acceptance of such changes.

For purposes of these Terms, the "Site" shall mean www.care.com/homepay, and related sites including www.myHomePay.com, and the "Services" shall mean any of the various services that Breedlove provides through the Site or any other channels, including over the telephone or through e-mail. The terms “Site” and “Services” do not include or involve the following: the Care.com website, mobile applications and mobile websites (and services offered through such channels) operated by Breedlove’s parent company, Care.com, Inc. The Care.com website and services are subject to separate terms to which users of such sites and services must separately agree and which can be found on the Care.com website, mobile applications or in its service materials.

1. Services; Your Responsibilities, Representations & Warranties
   1.1 HomePay Services

   Breedlove offers various household employer payroll, tax, and related compliance Services, including, among others, the following:

   • Payroll Management: If you are a household employer, Breedlove will arrange for or facilitate the payment of your employee, at your election, through direct deposit or paycheck. Breedlove will also calculate and inform you about applicable tax withholdings or payments that need to be made for each relevant pay period.
   • Establishment of Tax Accounts: Breedlove will establish and/or reactivate and verify your employment tax accounts with federal, state and local tax authorities based on the information you provide us. If you notify us of any changes to your status as an employer, we will reexamine your situation to determine if you are subject to any new tax responsibilities or if any former liabilities have ceased.
   • Tax Filings: Breedlove will keep track of both your employee’s tax withholdings and your accrued employer taxes. In addition, Breedlove will (1) determine which federal and state tax returns you must file as an employer, (2) monitor when and where the returns must be filed, (3) obtain the necessary tax forms, (4) prepare the tax returns, (5) file the tax returns on your behalf, and (6) maintain general record keeping.
   • Tax Remittance: Breedlove will inform you about the relevant taxes due and remit, on your behalf, the tax dollars to the various tax agencies.
   • Other Contributions: Calculate any other payroll related deductions (e.g., retirement contributions) and facilitate payments related to such deductions as directed by you

   Our Services continue to grow and change. Please refer to our Site for additional information about these Services.

   1.2 Your Responsibilities

   • Payment of Taxes/Filing of Tax Returns. As the employer, you are obligated to pay any tax or other related payments to the appropriate tax agencies, and, by purchasing tax preparation and filing Services, you authorize Breedlove or its designated banking provider to remit such payments on your behalf. Breedlove will calculate and inform you of the amount that you are legally obligated to pay. You are responsible for reviewing copies of the tax return(s) which will be filed by Breedlove, on your behalf, directly with the federal and state tax agencies.
   • Report Payroll Changes. Breedlove will produce, for each pay period, your employee's payroll using her/his standard pay amount and we will post the payroll for your review at https://www.care.com/homepay. If you need to report a payroll change from the standard amount, it is your responsibility to modify the payroll by the payroll reporting deadline. Payroll changes must be reported (1) online at https://www.care.com/homepay, (2) by phone call, (3) by e-mail, or (4) by facsimile. Payroll changes will not be accepted by any other means.
   • Accurate Information/Compliance with Laws. It is your responsibility to provide Breedlove with accurate information when becoming a Registered User or using the Services as described more fully in Section 1.3 below. You also have an obligation to comply with all laws applicable to you as a household employer.
   • Report Other Changes and Service Cancellation. It is your responsibility to notify Breedlove, in writing, online, by e-mail or by telephone if there are any changes in your account. This includes information about you (e.g. address change, new bank account) and your employee (e.g. pay change, new marital status, address change, termination of employment, new hire). If you no longer require our services, you must notify us in writing, online, by e-mail or by telephone to cancel/close your account.
   • If you are acting as an agent of the customer named on an account, by signing up for the Service on behalf of a customer of Breedlove, you confirm that (a) you are duly authorized to represent such customer or legal entity under which the customer operates, (b) you accept the terms of this Agreement on behalf of such customer, and (c) any references to “you” in this Agreement refer to such customer and agents of such customer using the Services on customer’s behalf.
   • You are responsible for all activity on the Service that occurs under your account.
   • It is your responsibility to notify your employees about your use of the HomePay Services and to obtain such employees’ consent for the sharing of any employee data.

   1.3 Your Representations and Warranties

   By requesting to use, registering to use and/or using the Site or the Services, you represent and warrant that you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the terms and conditions hereof. You represent and warrant that you shall provide Breedlove with all information from you that is necessary for Breedlove to provide the contracted Services to you. You also represent and warrant that any and all information that you provide to Breedlove in connection with your registration on the Site or your use of the Services shall be complete, true, and accurate in all material respects (it being understood that Breedlove's ability to provide the Services is contingent upon the completeness, truthfulness, and accuracy of all such information) and that to the extent you are providing information on behalf of the customer named on the account or your employees, you have obtained all necessary authorizations and consents to share such information. You agree to indemnify and hold harmless Breedlove and its affiliates from and against any and all fines, losses, or other damages resulting from a breach of the foregoing warranties.

2. Eligibility to Use the Site and Services; Canceling and Closing Your Account
   2.1. Eligibility

   The Site and the Services are currently available only to individuals who are eighteen (18) years of age or older and are legally in the jurisdiction of the United States of America. You must not be a competitor of Breedlove or use our Services for reasons that are in competition with Breedlove.

   2.2. Service Cancellation

   To close your account online, click the Close Account link located on your member home page. The cancellation will take effect at the end of the billing cycle/period in which you cancel (i.e. at the end of the applicable month or quarter, as the case may be). Please note, however, that following cancellation, you will still be billed for tax filing Services (e.g. quarterly and/or annual filings), provided by us in accordance with the pricing terms applicable to you as set forth in more detail in Section 3 below).

3. Payment and Fees

   Breedlove's fees for the Services consist of a onetime set up fee, and certain recurring and automated monthly, quarterly and/or year end fees, as the case may be, that are charged to customers based on the nature of the Services ordered and payment plan applicable thereto. If you have chosen to use other add-on Services offered by Breedlove, such as Time Tracker or Retirement Contribution Services, you will be charged for the fees indicated at the time of your selection and signing up for such Services. Other applicable fees are invoiced as incurred. Fees apply to all months and quarters in which services are rendered, even in instances of service cancellation mid-month and mid-quarter. If we provide tax filing Services following cancellation (e.g. quarterly and/or annual filings), you will still be billed for such Services in accordance with the pricing terms applicable to you as described below (it being understood that automated billing will continue until we no longer provide Services to you). Breedlove reserves the right to modify its fees and other pricing terms at any time at its sole discretion. Changes in pricing made during a calendar period with respect to ongoing Services shall apply to all such Services rendered during such period. All setup fees are non-refundable. Without limiting the foregoing:

   (a) Standard monthly fees cover tax and related payroll services during the month for one employee and are collected within seven business days after the end of the calendar month. Monthly fees apply to all months in which you receive any tax or related payroll services, including, without limitation, the preparation of retroactive tax returns for the relevant calendar quarter. Thus, if you are on a monthly billing plan and close your account in the first or second month of the calendar quarter, you will still be assessed a final monthly fee to complete tax preparation services for the given quarter. Extra monthly fees apply for each additional employee active during the month (even if wages paid are $0), for local tax processing fees, and/or for other monthly filing obligations. This subsection (a) applies to you if you enrolled on or after May 1, 2022 and agreed to be billed on a monthly basis.

   (b) Standard quarterly fees cover tax and related payroll services during the quarter for one employee and are collected within seven buisness days after the end of the calendar quarter. Quarterly fees apply to all quarters for which retroactive tax returns are prepared. Thus, if you are on a quarterly billing plan and close your account prior to the end of the quarter, you will be assessed a final quarterly fee to complete tax preparation services for the given quarter. Extra quarterly fees apply for each additional employee active during the quarter, for local tax processing fees, and/or for other monthly filing obligations. This subsection (b) applies to you if you enrolled prior to May 1, 2022, or agreed to be billed quarterly during enrollment, even if the standard quarterly fee collected was marketed or presented as a monthly rate.

   (c) The year-end fee, which is in addition to any monthly or quarterly fees and applies to all clients, covers preparation of your federal and state tax returns which, unless otherwise specified, are due annually. Unless otherwise specified, the year-end fee is collected within seven business days following the end of the calendar year, or, if your account is inactive in January, at the time of account closure. Unless you instruct us otherwise, Breedlove will bill for and file the tax returns due for the given tax year even if you have cancelled your monthly or quarterly pricing plan.

   (d) Breedlove may charge you and initiate a debit from your account (or charge your card on file, if applicable) for certain additional transaction fees such as reversal and amend/late change fees. You can view these additional service fees in the Resources tab of your online account.

   To purchase the Services you will be required to complete certain tax application documentation and, if making payments through bank withdrawals, authorize Breedlove to debit your bank account in accordance with the terms of the Services purchased. In order for an employee of yours to be paid via direct deposit, we also require authorization to credit such employee's bank account.

   3.1 Authorization; Funding Requirements; Insufficient Funds.

   (a) You authorize Breedlove & Associates, LLC, to initiate debits from any of the bank accounts you add to your account for fees for your selected services and for the amounts of any payroll funding, payroll-related contributions, tax payments, or additional service fees as described herein. You further authorize Breedlove & Associates, LLC to debit or credit any payment method in the amount necessary to correct any erroneous debits or credits, as applicable.

   (b) You agree to place funds in the bank account(s) from which electronic funds transfers will be made, or if payment is made by credit card, ensure that your available credit line applicable to such credit card will be sufficient to cover all of the payments made through the Services on your behalf, as of 12p.m. ET three (3) business days prior to the date such payments are scheduled to be made.

   (c) In the event that the funds in your bank account(s) are insufficient to cover all such payments, or a credit card transaction is declined due to insufficient credit, you understand and agree that Breedlove shall have no obligation to facilitate any payments to your employees or to pay taxes on your behalf and you accept all liability for any failure to pay employees or make timely tax payments pursuant to applicable law as a result of insufficient funds. Additionally, Breedlove may impose a penalty of up to $75.00 for each such instance to defray Breedlove's administrative costs. Breedlove may, at its sole discretion, also seek to recover from you any payments made to your employees for which your bank account funds and/or available credit are insufficient, and any resulting damages incurred by Breedlove.

   (d) In the event of one or more instances of insufficient funds in your bank account(s), or lack of available credit, Breedlove may, at its sole discretion, immediately terminate your service or require you to make payment by bank wire in advance of any payroll payments facilitated by Breedlove for the remaining term of your Services.

   (e) In the event of an insufficiency of funds or available credit, Breedlove may, at its sole discretion, withhold payment of any federal, state, and/or local payroll taxes, the payment of which shall remain your responsibility.

   3.2 Bundled and Special Pricing.

   Some Services may be bundled with other services supplied by our parent company, Care.com, Inc., in which case different pricing terms may apply (it being understood that any services provided by Care.com, Inc. are subject to separate terms and conditions to which you must agree). If you order certain Services (i) that are subsidized by your employer and/or offered through a benefits program with your employer, or (ii) that are offered through an agency through which you found a care provider, different pricing terms may apply. In addition, special pricing terms may apply to the extent that Breedlove provides, as part of the HomePay Services, services to facilitate the reimbursement, through a third party claims administrator, of eligible expenses that you incur in connection with an insurance policy you have with a long term care insurance provider. To the extent that Breedlove provides to you such insurance related services, you hereby specifically authorize Breedlove to submit, on your behalf, your claim information to the relevant claims administrator and/or insurance carrier. Such information may include, without limitation, your insurance policy number and care related tasks (i.e. activities of daily living).

4. Prohibited Uses

   By using the Site or Services of Breedlove, you agree that you will not under any circumstances:

   • use the Site, Services, or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
   • use the Site or Services for any unlawful purpose, for any purpose not expressly intended by Breedlove or for the promotion of illegal activities;
   • attempt to, or harass, abuse or harm another person or group;
   • use another person's Breedlove account;
   • provide false or inaccurate information when registering an account on Breedlove, or using the Services; interfere or attempt to interfere with the proper functioning of Breedlove's Services;
   • make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
   • bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
   • publish or link to malicious content intended to damage or disrupt another user's browser or computer.

   Further, in order to protect the integrity of the Site and the Services, Breedlove reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site.

5. Verification Checks

   Breedlove May Regularly Verify Your Identity and the Accuracy of Your Representations and Warranties

   By registering on the Site, you authorize Breedlove, and acknowledge that for purposes of promoting the safety and integrity of its Site and Services, Breedlove reserves the right to utilize third party sources and service providers, including, without limitation, database providers, to verify on an ongoing basis that your registration and employee data is accurate and that the representations and warranties in Section 1.3 above are also true ("Verification Checks"). You agree that Breedlove may take such action in response to Verification Checks as it deems appropriate in its sole discretion, including without limitation suspending and/or terminating your registration or account, should it determine that you have violated any representation or warranty or any other provision of these Terms or are otherwise unsuitable for Breedlove.

   You also hereby represent, understand and expressly agree that Breedlove does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in a Verification Check. We do not typically communicate the results of a Verification Check to any third party, though we reserve the right to do so for law enforcement or other safety-related purposes.

   BY AGREEING TO THESE TERMS, YOU AGREE TO ALLOW BREEDLOVE TO PERFORM THE VERIFICATION CHECKS DESCRIBED ABOVE. IF YOU DO NOT WANT THESE VERIFICATION CHECKS TO BE PERFORMED, YOU SHOULD NOT USE THE SERVICES. NO FURTHER CONSENT FROM YOU IS REQUIRED FOR THESE VERIFICATION CHECKS TO BE PERFORMED.

6. Cancellation; Termination of Registration/Use of Services

   To cancel Services and close your account, you can email Breedlove at clientservice@myHomePay.com or click Close Account at the bottom of your Home page. Canceling your account will automatically revoke the authorization provided in Section 3.1(a) but only once all payroll, tax, and fees have been debited and paid in full.

   Should Breedlove determine that you are not eligible to use the Services, have violated any terms stated herein, have failed to pay our fees when such fees are due, or are not suitable for the Site or Services, Breedlove reserves the right, at its sole discretion, to immediately terminate your access to all or part of Breedlove Site and/or to terminate your use of the Services.

7. Privacy

   Breedlove will only use the information you provide on the Site or via other channels in accordance with our Privacy Policy. For more information, see our full Privacy Policy, the terms of which are incorporated herein.

8. Links To External Sites

   Links from the Site to external sites (including external sites that are framed by Breedlove or inclusion of advertisements do not constitute an endorsement by Breedlove of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such advertisements, but are for users' reference and convenience.

   Users access them at their own risk. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other sites. Breedlove does not control such sites, and is not responsible for their content. Just because Breedlove has hyperlinks to such sites does not mean that Breedlove endorses any of the material on such sites, or has any association with their operators.

   Users further acknowledge that use of any site controlled, owned or operated by third parties is governed by the terms and conditions of use for those sites, and not by Breedlove's Terms of Use and Privacy Policy. Breedlove expressly disclaims any liability derived from the use and/or viewing of links that may appear on this Site. All users hereby agree to hold Breedlove harmless from any liability that may result from the use of links that may appear on the Site.

9. Warranty Disclaimers; Limitation of Liability; Indemnification

   9.1. No Legal Advice; Third Party Professional Services

   Breedlove's Services may contain and provide content, instruction, and communications, regarding human resources and other compliance matters. Such content and communications have been prepared and are provided for educational and informational purposes only without representation or warranty of any kind and do not constitute or provide professional legal, financial, or tax advice and is not a substitute or alternative for your own judgment or for the legal, financial, or tax advice of a professional. We make no guarantees as to any outcomes regarding our content or communications. We are not a law firm, tax advisory firm or financial advisory firm and none of our representatives or employees are lawyers (except for our lawyers providing legal advice to us), financial advisors or tax advisor professionals. If you choose to rely on content and/or communications we provide to you, you do so at your own risk. We may from time to time suggest third parties that may offer professional services to You or present you with special offers for such services. In such event, it is your sole responsibility to determine whether you wish to work with any such third party. You understand and agree that Breedlove has no responsibility for such third-party services.

   9.2. No Co-Employer or EOR Relationship

   WE ARE NOT A CO-EMPLOYER OR EMPLOYER OF RECORD. WE ARE NOT RESPONSIBLE FOR ANY DETERMINATION OF EMPLOYEE PAY, OVERTIME PAY, HOURS WORKED, OR REQUIREMENTS OF OR DECISIONS RELATED TO EMPLOYMENT STATUS. USE OF THE BREEDLOVE SERVICES DOES NOT RELIEVE YOU OF YOUR OBLIGATIONS UNDER APPLICABLE LAWS AND REGULATIONS.

   9.3. No Warranty

   Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Breedlove, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BREEDLOVE DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIRD PARTY INFORMATION AND MATERIALS; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN BREEDLOVE; (3) WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, OR ALWAYS AVAILABLE; OR (4) GIVE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BREEDLOVE EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY.

   9.4. Limitation of Liability

   Incidental Damages and Aggregate Liability. To the extent permitted by applicable law, in no event will Breedlove be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Site or Services, including without limitation, lost profits and damages related to any information received from the Site or Services, or in connection with any termination of your registration or account, or ability to access the Site or Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Breedlove, or representatives thereof, are advised of the possibility of such damages, losses or expenses. To the extent permitted by applicable law, under no circumstances will Breedlove's aggregate liability in any form of action whatsoever in connection with this Agreement or the use of the services or the Site, exceed the price paid by you for your account, or if you are a Site Visitor and have not purchased any Services, the amount of Twenty-Five United States Dollars ($25.00).

   9.5. Indemnification

   By agreeing to these Terms, users of the Site and Services agree to indemnify, defend and hold harmless Breedlove and its affiliates, including, without limitation, Care.com, Inc., from and against any and all losses, expenses or demands of liability, including reasonable attorneys' fees and costs incurred by Breedlove and its affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) information or materials you submit, post or transmit through the Site, or (ii) use of the Site or Services by you in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. Breedlove and its affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users, and users shall not, in any event, settle any claim or matter without the written consent of Breedlove.

10. Consent to Electronic Disclosures and Communications

    By using the Services, you consent, with respect to any current and future notices and/or disclosures that Breedlove is required to make to you under applicable laws (or which Breedlove otherwise elects to make available to you), to receive such information electronically, including without limitation, certain information about our Privacy Policy. To receive such notices and disclosures you must have (i) a valid e-mail address, (ii) a device with a working connection to the internet, (iii) a web browser that supports encryption with cookies enabled, (iv) software capable of opening documents in.pdf format, and (v) sufficient storage to receive and save - or the ability to print - such information. By using the Services you represent and warrant that you meet the foregoing requirements, and that Breedlove shall have no liability as a result of your failure to do so. You may withdraw your consent to receive such electronic notices and disclosures, and you may also request to receive a paper version of such communications, in each case by mailing the request to Breedlove & Associates LLC, P.O. Box 41690, Austin, TX 78704-0029. However, if you withdraw consent, Breedlove shall have the right to terminate your registration and ability to use the Services. In addition, if you request paper copies, Breedlove reserves the right to charge a reasonable fee to cover the costs and administration of such request. Nothing herein shall prevent Breedlove from providing required notices and disclosures in writing and paper form at its sole election.

11. Agreement to Arbitrate

    11.1 Agreement to Arbitrate

    This Section 11 is referred to in these Terms as the "Arbitration Agreement". Unless you opt-out in accordance with the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and Breedlove or a Breedlove affiliate, whether relating to these Terms (including any alleged breach thereof), the Services, the Site, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

    11.2 Prohibition of Class and Representative Actions and Non-Individualized Relief

    YOU AND BREEDLOVE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BREEDLOVE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER BREEDLOVE USERS.

    11.3 Pre- Arbitration Dispute Resolution

    Breedlove is always interested in resolving disputes amicably and efficiently. So before you commence arbitration, we suggest that you contact us to explain your complaint, as we may be able to resolve it without the need for arbitration. You may contact us via email at clientservice@myHomePay.com or by mail at Breedlove & Associates LLC., c/o Care.com, Inc., Attn: Legal Department, P.O. Box 41690, Austin, TX 78704.

    11.4 Arbitration Procedures

    Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA's Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 9. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

    To commence an arbitration against Breedlove, you must complete a short form, submit it to the AAA, and send a copy to Breedlove at Breedlove & Associates, LLC, c/o Care.com, Inc. Attn: Legal Department, P.O. Box 41690, Austin, TX 78704. For more information, see the AAA's claim filing page, http://www.adr.org/fileacase. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive your arbitration claim, we may assert any counterclaims we may have against you.

    The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less you or Breedlove may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Breedlove subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Breedlove, unless the arbitrator requires otherwise.

    The arbitrator will decide the substance of all claims in accordance with the laws of the State of Texas, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Breedlove users, but is bound by rulings in prior arbitrations involving the same Breedlove user to the extent required by applicable law.

    11.5 Costs of Arbitration

    Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA's Rules, unless otherwise provided in this Agreement to Arbitrate. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Breedlove will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Breedlove will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Breedlove for all fees associated with the arbitration paid by Breedlove on your behalf that you otherwise would be obligated to pay under the AAA's rules.

    11.6 Confidentiality

    All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

    11.7 Severability

    If a court decides that any term or provision of this Arbitration Agreement other than Section 10.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 10.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply.

    11.8 Opt-Out Procedure

    You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section. The Opt-Out Notice must be postmarked no later than 30 Days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to Breedlove & Associates, LLC, c/o Care.com, Inc., Attn: Legal Department, P.O. Box 41690, Austin, TX 78704. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to log in to the Breedlove account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, all other terms of these Terms will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.

    11.9 Future Changes to this Arbitration Agreement

    Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Breedlove prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms, such termination shall not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and shall not be effective as to any claim that was filed in a legal proceeding against Breedlove prior to the effective date of removal.

12. Governing Law and Jurisdiction

    These Terms, and any dispute between you and Breedlove, shall be governed by the laws of the State of Texas without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 11, the Arbitration Agreement. Unless you and we agree otherwise, in the event that the Arbitration Agreement in Section 11 is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), either as a result of your decision to opt-out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Breedlove must be resolved exclusively by a state or federal court located in the State of Texas. You and Breedlove agree to submit to the personal jurisdiction of the courts located within the State of Texas for the purpose of litigating all such claims or disputes.

13. Force Majeure

    Breedlove shall not be liable for loss or damage, or for any delay or failure to perform its obligations under this Agreement, to the extent such loss, damage, delay or failure is caused by any act of God, natural disaster, fire, strike, embargo, war, threat of terrorism, insurrection, riot, interference due to electrical failure, telecommunications or internet service interruptions, third party networks or other cause or circumstance beyond the reasonable control of the Breedlove; provided, however, that the foregoing shall not excuse any failure by Breedlove to take reasonable action to minimize the scope, extent, duration and adverse effect of any such event.

14. Assignment

    This Agreement is not assignable or transferable by you except with the Breedlove's prior written consent. Any assignment or attempted assignment in breach of this paragraph will be void. This Agreement will be binding upon the successors and permitted assigns of the parties.

15. Miscellaneous

    Nothing in this Agreement shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified.

16. Copyright Notices/Complaints

    It is Breedlove’s policy to respond to notices of alleged copyright infringement with the Digital Millennium Copyright Act (“DMCA”). If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by contacting our copyright agent (identified below) and providing the following information:

    • Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
    • Identification of the material that you believe to be infringing and its location. Please describe the material and make sure to provide us with its URL or any other pertinent information that will allow us to locate the material.
    • Your name, address, telephone number and (if available) e-mail address.
    • A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
    • A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
    • A signature or the electronic equivalent from the copyright holder or authorized representative.

    Breedlove’s agent for copyright issues relating to this Site is as follows:
    Copyright Manager
    Care.com, Inc.
    Attn: Legal Department
    2801 N. Central Expwy
    Suite 1150
    Dallas, TX 75204
    
    copyright@care.com
    Phone: 512-842-7520
    

17. Contact Information

    If you have any questions or need further information as to the Site or Services provided by Breedlove, or need to notify Breedlove as to any matters relating to the Site or Services please contact Breedlove at:
    Breedlove & Associates LLC, P.O. Box 41690, Austin, TX 78704-0029
    Email: clientservice@myHomePay.com

18. Transfer Services Addendum

    This Transfer Services Addendum is hereby incorporated in and expressly made a part of the Terms of Use between you and Breedlove. The parties hereby agree as follows:

    • Definitions.

      Capitalized terms not otherwise defined have the meaning assigned to them by the Nacha Rules. For all purposes of this Transfer Services Addendum, the following terms shall have the meanings set forth below:

      "ACH Network" means the funds transfer system (network) governed by the Nacha Rules which provides for the clearing of electronic entries for participating financial institutions and Third Party Senders.

      "Applicable Law" means any federal, state and local statutes, rules, regulations, regulatory guidelines and judicial or administrative interpretations related to the Agreement, this Transfer Services Addendum, the Transfer Services or the applicable party, as well as any rules or requirements established by any regulatory authority with oversight over the applicable party, any laws and regulations related to the Agreement, this Transfer Services Addendum, the Transfer Services or the applicable party regulating unfair, deceptive and abusive acts or practices, all anti-money laundering laws and regulations, including (to the extent so applicable) the Bank Secrecy Act as amended by the USA PATRIOT ACT of 2001 and regulations administered by the U.S. Department of Treasury's OFAC, the Gramm-Leach-Bliley Act, the Electronic Funds Transfer Act, and the Uniform Commercial Code as in effect in the State of Texas.

      "Business Day" means Monday through Friday, excluding federal banking holidays and excluding days on which banking institution in the state of California are authorized or obligated by law or executive order to be closed.

      "Payment Order" means an instruction to the ODFI to debit or credit an account, including any Entry.

      "Settlement Date" means the date on which an exchange of funds with respect to an Entry is reflected on the books of the Federal Reserve Bank.

    • Transfer Services. Breedlove, as a Third-Party Sender under the Nacha Rules, offers services that allow you, as Originator, to initiate Automated Clearing House ("ACH") debit and credit Entries to your employees' or independent contractors' (collectively, "Payees") bank accounts (the "Transfer Services") to process payroll, including authorized payroll deductions, and to make payroll-related tax payments on your behalf to appropriate tax authorities, and you desire to use such Transfer Services. For the avoidance of doubt, the Transfer Services are part of the Services. To offer the Transfer Services, Breedlove works with Column, N.A. as its Originating Depository Financial Institution ("ODFI"), and you hereby authorize the ODFI to process Payment Orders on your behalf and originate Entries on your behalf to Receivers' accounts. You agree that the Transfer Services are part of the "Services" for purposes of the Agreement. You agree to use the Transfer Services only in accordance with Applicable Law. You further acknowledge that you have a copy to a current version of the Nacha Rules.
    • Payee Identity Verification and Screening. You are responsible for implementing and maintaining reasonable procedures to verify the identity of your Payees. You agree to provide Breedlove with information about Payees necessary for Breedlove to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability, information required for resolving Payee or your disputes or inquires, information required by the ODFI, or information otherwise required by to comply with Applicable Law, you recognize that Breedlove must monitor and conduct independent risk analyses in connection with the use of the Transfer Services and Payees and may suspend or terminate your ability to initiate Entries to a particular Payee if Breedlove suspects fraud, risk or unusual activity.
    • Identity Verification. You agree to provide us information that we reasonably request to enable us and the ODFI to verify your identity and business. Access to the Transfer Services may be conditioned on your provision of accurate, complete and timely responses to such requests.
    • Scope of Use. You must use the Transfer Services solely for commercial purposes and solely in connection with the HomePay Services. You shall not originate Entries on behalf of, or for the benefit of, anyone other than yourself.
    • ACH Fees; Expenses. Breedlove reserves the right to charge you for any amounts charged to Breedlove, the underlying ODFI, or you by Nacha, the administrator of the ACH Network, in connection with your use of the Transfer Services, or any amounts charged to Breedlove by the ODFI that arise directly or indirectly from your use of the Transfer Service, including ODFI's reasonable and documented costs and expenses associated with responding to formal orders, inquiries, investigations, or subpoenas from regulatory or law enforcement agencies related to you or your use of the Transfer Services.
    • Transaction Limits; Exposure Limits. You shall operate and use the Transfer Services in accordance with any transaction limits provided by Breedlove in writing. For non-tax, payroll-related payments, you agree to ensure that you do not initiate Payment Orders in any pay period in excess of $15,000 per employee. Breedlove may modify your transaction limits at any time upon reasonable notice to you. In addition, your use of the Transfer Services is subject to an aggregate exposure limit of $750,000 in Payment Orders that may be transmitted across multiple Settlement Dates within a calendar month (the "Exposure Limit"). Breedlove may, in its sole discretion, adjust your Exposure Limit upon written request from you, subject to Breedlove's and the ODFI's approval or if Breedlove deems such adjustment is necessary and does not impair Breedlove’s business or violate its obligations to the ODFI. Breedlove may review your Exposure Limit from time-to-time and may adjust it based on your transaction history, creditworthiness, risk profile, and other factors. You agree not to initiate Payment Orders that would cause you to exceed your Exposure Limit without prior written approval from Breedlove.
    • Types of Entries.

      a. You may only use the Transfer Services to facilitate payroll, including authorized payroll deductions, and tax payments related to such payroll. Further, you shall not originate Entries on behalf of, or for the benefit of, any other person. Breedlove will transmit Entries that you initiate that fall within the following ACH Standard Entry Class Codes: CCD and PPD.

      b. You shall not use the Transfer Services to send funds to or receive funds from any business entity engaged in any of the following activities: transactions involving sanctions targets; direct onboarding or offboarding of cryptocurrency and cryptocurrency peer-to-peer payments; marijuana-related businesses; bearer share companies; shell banks; unlicensed or unregistered Money Services Businesses; Unlawful Internet Gambling Companies as defined in the Unlawful Internet Gambling Act of 2006; payday lenders; missions, embassies and consulates; adult entertainment and services businesses; drug trafficking, drug paraphernalia manufacturing, or illicit drug distribution; Ponzi schemes, pyramid selling, pump and dump schemes, or other forms of “get rich quick” business models; hate speech or abuse and unlawful discrimination; weapons, ammunition, and firearms trading or manufacturing; counterfeit goods; Illegal or criminal activity; gems and mining businesses, precious metals, and commodities; or pseudo-medical and pseudo-pharmaceutical companies; or any other business identified by Breedlove or the ODFI as prohibited from time to time. Breedlove reserves the right to update this list of prohibited activities upon notice to you.

    • Authorizations.

      a. You are solely responsible for obtaining authorization to debit or credit Payees' bank accounts for Entries and you are solely responsible for ensuring that such authorizations comply with the Nacha Rules and Applicable Law. You further agree that you shall retain authorization for each such Entry for two (2) years after termination or revocation of such authorization or for such other period as required by the Nacha Rules. You shall provide a copy of the Payee authorization within three (3) business days of a request by Breedlove or an ODFI.

      b. When you use the Transfer Services to initiate Entries to Payees, you represent and warrant that you have all necessary authorizations and approvals from Payees for Breedlove to originate an ACH debit or credit Entry to the Payee's bank account, in the amount and on the date shown on such Entry, and that each such Entry is accurate and timely. You further warrant that any debit Entry that you initiate satisfies an obligation or corrects an error.

      c. Your obligation to pay the amount of the Entry to Breedlove is not excused if the individual providing the authorization is not entitled to use of the specified account.

      d. In the event that a debit Entry is returned with a return reason code indicating a lack or revocation of Payee authorization, Breedlove will cease transmission of new Entries until a valid authorization has been obtained from the Payee or until the necessary corrections have been made. Breedlove shall not be liable for any return, reversal or other failure (or any related costs) arising from your acts and omissions, including failure to obtain a Payee's authorization for an ACH transaction. Breedlove is permitted to document and store ACH authorizations, including timestamp and applicable ACH credentials.

      e. You shall be liable to both Breedlove and the ODFI for any failure to comply with the provision of this Section 8.

    • Funds Sweep. You instruct and authorize Breedlove to act as your agent for the limited purpose of entering into an agreement with ODFI on your behalf to sweep your funds held at ODFI to other depository institutions ("Network Institutions"). You acknowledge that (a) ODFI will act as your agent and custodian for the limited purpose of establishing and maintaining deposits at Network Institutions, (b) you will have no direct relationship with ODFI or the Network Institutions, and (c) information about your cash balances may be obtained from Breedlove and not ODFI or the Network Institutions.
    • Your Additional Representations, Warranties and Indemnification. You represent and warrant that, as of the time of your submission of each Entry the following:
      

      a. Each Entry is authorized pursuant to the Nacha Rules, and the authorization has not been revoked;

      b. Each authorization is clear and readily understandable by the Payee;

      c. Copies of authorizations will be made available when requested by the Breedlove;

      d. Each credit Entry is timely and accurate;

      e. Each debit Entry is for a sum which is, or on the settlement date will be, due and owing to you from the Payee whose account will be debited, is for a sum specified by such party, or is to correct a previously transmitted erroneous credit Entry;

      f. No Entry has been reinitiated in violation of the Rules;

      g. You have complied with all the warranties set forth in the Nacha Rules for each Entry initiated;

      h. You have used commercially reasonable procedures to verify that all information contained in an Entry, including, but not limited to, routing numbers, is accurate and valid; and

      i. This Agreement has been duly and properly authorized by you and this Agreement is enforceable by Breedlove in accordance with its terms.

    • Suspension and Termination. In addition to the termination rights set forth in the Agreement, Breedlove may suspend or terminate your use of the Transfer Services (a) for your violation of any Nacha Rules, including, without limitation, acceptable limits for ACH returns, failure to maintain funds in your account to satisfy your obligations under this Transfer Services Addendum; (b) for your failure to comply with Applicable Law; (c) if Breedlove reasonably suspects that you are likely to violate, or in violation of, Applicable Law, or otherwise poses material risk to Breedlove, the ODFI, or a third party; (d) if such suspension or termination is necessary to enable Breedlove or the ODFI to comply with the Nacha Rules or Applicable Law; or (e) if the ODFI requires such suspension or termination. Breedlove shall not be liable to you for any losses resulting from any suspension or termination.
    • Settlement. You acknowledge that funds paid to you, or Payees, through the Transfer Services, as applicable, shall only be made available to you once the ODFI receives final settlement. In the event that Breedlove makes available to you or Payee any provisional credit and such ODFI does not receive final settlement, the ODFI is entitled to a refund for the amount of the provisional credit. You agree that you shall be responsible for all such refunds, and Breedlove shall have the right to be reimbursed and recover such refunds or other amounts that are charged to Breedlove by the ODFI in connection with the Transfer Services pursuant to this Transfer Services Addendum.
    • Errors, Cancellation, Amendment, Reversal. Neither Breedlove nor the ODFI has an obligation to discover and shall not be liable to you for errors made by you, including but not limited to: (a) errors made in identifying the Receiver, an intermediary or Receiving Depository Financial Institution ("RDFI"); (b) errors in the amount of an Entry; (c) errors related to the date on which settlement occurs or (d) duplicate Entries issued by you. You shall not have the right to cancel, amend or reverse an Entry after its receipt by Breedlove. However, Breedlove may, in its sole discretion, use reasonable efforts to act on your request to cancel, amend or reverse an Entry before transmitting it to the ACH Network or processing it as an on-us Entry. Neither Breedlove nor the ODFI shall have any liability if it fails to effect such request. You shall reimburse, indemnify and hold harmless Breedlove for any costs or expenses that Breedlove or the ODFI may incur as the result of the issuance of duplicate Entries, Entries processed and then returned or reversed, or in effecting the cancellation or amendment of an Entry. You agree to notify the Receiver of any reversing Entry initiated to correct any Entry that you previously initiated in error.
    • Rejection. Breedlove or the ODFI may reject any Entry, including an on-us Entry, which does not comply with the requirements of this Transfer Services Addendum, Applicable Law, or the Nacha Rules, ODFI's safety and soundness considerations or its written policies, procedures, and practices, or that contains an effective Entry date more than two (2) Business Days after the Business Day such Entry is received by ODFI, and may reject any Entry if you are not otherwise in compliance with the terms of this Transfer Services Addendum. In addition, the ODFI may, in its sole discretion, refuse to process an Entry you initiate, including with limitation if you submit an Entry that violates the Nacha Rules or Applicable Law. You shall be responsible for correcting any Entries rejected by Breedlove or ODFI prior to resubmission. Breedlove shall have no liability to you for the rejection of any request.
    • Returns.

      a. When using the Transfer Services, you understand and agree that it may take more than 60 days for Breedlove to receive notice of a return or reversal of an Entry and for Breedlove to exercise any of its rights granted or reserved under this Transfer Services Addendum, the Agreement, or the Nacha Rules. You agree to maintain a sufficient balance in your linked bank account to satisfy all obligations to Breedlove in connection with your use of the Transfer Services, including returns, reversals, ACH credits and associated fees, and to add funds immediately if Breedlove notifies you that the funds in your linked bank account are insufficient. You hereby authorize Breedlove to debit, charge, setoff against and otherwise recover funds from your linked bank account for all outstanding amounts due to Breedlove under this Transfer Services Addendum or the Agreement and certifies that any such debit complies with Applicable Law and the Nacha Rules.

      b. Breedlove has no obligation to reinitiate a returned Entry or take any further action on a returned on-us Entry. You agree that you shall not reinitiate a returned Entry unless you have taken or obtained a new authorization; provided that if an Entry has been returned for stopped payment, unauthorized or authorization revoked, you will not re-originate any such returned Entry unless it has been re-authorized by the Receiver. You also agree that any Entries returned for insufficient or uncollected funds will only be reinitiated twice. If an Entry is returned as unauthorized or authorization revoked, you will contact the necessary parties and resolve any dispute.

    • Prenotification. You, at your option, may send prenotification that you intend to initiate an Entry or Entries to a particular account within the time limits prescribed for such notice in the NACHA Rules. Such notice shall be provided to Breedlove in the format and on the medium provided in the media format section of the Nacha Rules. If you or Breedlove receive notice that such prenotification has been rejected by an RDFI within the prescribed period, or that an RDFI will not receive Entries without having first received a copy of the authorization signed by its Receiver, you will not initiate any corresponding Entries to such accounts until the cause for rejection has been corrected or until providing the RDFI with such authorization within the time limits provided by the Rules.
    • Notifications of Change. You agree to respond to notifications of change ("NOCs") by investigating incorrect data and making corrections within five (5) Business Days of receipt or prior to initiating another Entry to the Receiver's account, whichever is later. If you are unable to handle a NOC, you agree to notify Breedlove so that a refused NOC can be initiated within fifteen (15) days of the receipt of the NOC.
    • Violation of Laws. You, as an Originator of Entries made under the Nacha Rules, represent, warrant, and covenant to Breedlove, that (a) you shall comply with the Nacha Rules and all Applicable Law, as each is amended from time to time, relating to your use of the Transfer Services; and that (b) no Entry delivered to Breedlove or the ODFI, if accepted by the ODFI, violates Applicable Law or will otherwise cause Breedlove or the ODFI to be in violation of Applicable Law.
    • Security Program. You shall establish and maintain security processes that include administrative, technical, and physical safeguards designed to (i) protect the security, confidentiality, and integrity of all data and information relating to a Payee and provided to Breedlove as part of the Transfer Services, record of Entries, and authorizations related to the Transfer Services (collectively, "Protected Information"); (ii) ensure against any anticipated threats or hazards to the security and integrity of Protected Information; (iii) protect against unauthorized access to or use of Protected Information that is reasonably expected to result in substantial harm or inconvenience to any Payee, third party, or you; (iv) ensure the proper disposal of Protected Information; (v) be appropriate to the risks associated with your performance and the Transfer Services; and (vi) and that meets or exceeds requirements under Applicable Law and applicable Nacha Rules. You agree that you will be jointly and severally liable with Breedlove to ODFI for the failure to comply with such obligations.
    • Security Procedures.

      a. You acknowledge and agree that the security procedures Breedlove provides you, including any code, password, personal identification number, user identification technology, or other element, means, or method of authentication or identification used in connection with a Security Procedure ("Security Devices") used in connection therewith, constitute commercially reasonable security procedures under applicable law for the initiation of ACH entries. You acknowledge that the Security Procedures are for verification of authenticity and not to detect errors in the transmission or content of the Entry and that you alone bear sole responsibility for detecting and preventing such errors. You authorize Breedlove to follow any and all instructions entered and transactions initiated using applicable security procedures unless, and until, you have notified Breedlove, according to notification procedures prescribed by Breedlove, that the security procedures or any security device has been stolen, compromised, or otherwise become known to persons other than user(s) and until Breedlove has had a reasonable opportunity to act upon such notice. You agree that the initiation of a transaction using applicable security procedures constitutes sufficient authorization for Breedlove and ODFI to execute such transaction, and you agree and intend that the submission of transaction orders and instructions using the security procedures shall be considered the same as your written signature in authorizing Breedlove to execute such transaction. You acknowledge and agree that you shall be bound by any and all Entries initiated through the use of such security procedures, whether authorized or unauthorized to the fullest extent allowed by law.

      b. You agree that you shall be bound by all transaction requests, payment instructions, or other instruction related to the use of the Transfer Services that is submitted in compliance with the security procedures and accepted by Breedlove and ODFI in good faith and that you will be liable for all losses, expenses, and liability, resulting from, related to, or caused by the processing or execution of such requests or instructions, regardless of whether such losses, expenses, or liability occur due to (i) unauthorized, incorrect or incomplete transactions; (ii) Payee claims, including that any unauthorized, incorrect, or incomplete transactions have occurred; or (iii) fraudulent acts or intentional misconduct by a Payee; provided you shall not be liable to the extent that such losses, expenses, or liability are caused by Breedlove's breach of its obligations under this Agreement or its gross negligence, fraud, or willful misconduct to the extent by which performance of the requested action would have mitigated the loss or expense.

    • Cooperation. You agree to promptly notify Breedlove if it becomes aware of any suspicious activity associated with use of the Transfer Services. You shall further cooperate with Breedlove and the ODFI to investigate and resolve any complaints of fraudulent activity or unauthorized transactions within the Transfer Services.
    • Processing Schedule. The ODFI may not process Entries on days that are not Business Days. Entries received after the relevant ODFI's cutoff time or on a non-Business Day shall be deemed to have been received on the next Business Day. Breedlove may change the processing schedule for Entries to you through the Transfer Services from time to time, in its sole discretion, with or without advance notice to you.
    • Audit and Review. You agree, upon reasonable notice by Breedlove, to permit Breedlove and the ODFI and their designated third parties to audit, inspect, and review your policies and processes for purposes of ensuring your compliance with this Transfer Services Addendum and the Nacha Rules. You agree to cooperate with any such audit and to respond to reasonable requests for information necessary to complete such audit in a timely manner.
    • Additional Limitation of Liability. In addition to any limitation of liability set forth in the Agreement, Breedlove shall not be liable for any action or inaction by ODFI or a third party (e.g., the ACH operator or RDFI) that results in Breedlove's failure to perform under this Transfer Services Addendum or suspension, termination, restriction or other delay in Breedlove's performance under this Transfer Services Addendum.
    • Additional Indemnity. In addition to the indemnification obligations set forth in the Agreement, you will defend, indemnify and hold Breedlove and the ODFI harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees), arising from or in connection with: (a) your breach of any representation, warranty or covenant set forth in this Transfer Services Addendum; (b) your failure to perform your obligations as an Originator under the Nacha Rules; (c) your failure to verify the identity of Payees; (d) your failure to maintain a sufficient balance in your linked account to cover your obligations under this Transfer Services Addendum; (e) unauthorized, incorrect or incomplete transactions or any completed, failed, or misdirected transactions conducted in connection with Transfer Services; (f) any fraudulent acts, gross negligence, intentional misconduct, or violation of applicable law by you or a Payee in connection with Transfer Services; (g) Breedlove's effecting or attempt to affect your request for the cancellation, amendment or reversal of an Entry; (h) Breedlove's issuance of duplicate Entries; (i) an ODFI's limitation, suspension, or termination of your use of the Transfer Services; or (j) your breach of any agreement between you and a Payee.
    • ODFI Disclaimer Regarding Tax Matters. You acknowledge and agree that the ODFI has no liability to you for Breedlove's or your tax payments or the determination of Breedlove's or your tax liabilities. The ODFI's role is limited to processing Payment Orders as described in this Transfer Services Addendum, and the ODFI does not provide tax advice or assume any responsibility for the accuracy, timeliness, or completeness of any tax filings or payments.
    • Return of Funds Upon Insolvency Event. You acknowledge and agree that the ODFI shall return all funds held on your behalf to you for you to remit tax payments due from you to taxing authorities in the event that:

      (a) Breedlove shall have a receiver or conservator appointed for it, shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership, conservatorship, or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official or to any involuntary case or other similar proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or

      (b) An involuntary case or other proceeding shall be commenced against Breedlove seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, receivership, conservatorship, or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian, or other similar official of it or any substantial part of its property; or an order for relief shall be entered against Breedlove under the federal bankruptcy laws as now or hereafter in effect.

    • General. You acknowledge and agree that any breach of this Transfer Services Addendum by you will be deemed a material breach of the Agreement by you. Each of you and Breedlove agree that this Transfer Services Addendum, as a supplement to the Agreement, constitutes the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein. This Transfer Services Addendum shall not be modified or rescinded except in a writing signed by both parties.