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Last Updated: December 2, 2025
THESE TERMS OF SERVICE ("Agreement") CONSTITUTE A BINDING CONTRACT BETWEEN ANCHOR GROUP, INC. ("Anchor") AND THE PARTY THAT USES THE SERVICE ("User" or “you”), INCLUDING PURSUANT TO AN INVITATION FROM ANOTHER USER OF THE SERVICE.
BY SUBSCRIBING TO THE SERVICE, OR BY OTHERWISE ACCESSING OR USING THE SERVICE, USER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE, THE "Effective Date"): (a) THIS AGREEMENT, AND (b) OTHER SUPPLEMENTAL TERMS, SCHEDULES AND POLICIES REFERENCED HEREIN, WHICH ARE STATED TO BE INCORPORATED INTO THIS AGREEMENT BY REFERENCE, INCLUDING THE PRIVACY POLICY (DEFINED BELOW). IF USER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF ITS EMPLOYER OR OTHER ENTITY, USER HEREBY REPRESENTS AND WARRANTS THAT IT HAS FULL AUTHORITY TO BIND SAID ENTITY TO THIS AGREEMENT.
IF USER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, THE USER IS NOT AUTHORIZED TO USE THE SERVICE.
ANCHOR RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE THE TERMS OF THIS AGREEMENT AT ANY TIME. SUCH CHANGE WILL BE EFFECTIVE FIVE (5) DAYS FOLLOWING POSTING OF THE REVISED TERMS ON THE SITE, AND USER'S CONTINUED USE OF THE SERVICE THEREAFTER MEANS THAT USER ACCEPTS THOSE CHANGES. IF THERE ARE ANY SIGNIFICANT CHANGES TO THIS AGREEMENT THAT MATERIALLY AFFECT OUR RELATIONSHIP WITH THE USER, ANCHOR WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY USER BY POSTING A NOTICE WHEN USER LOGS IN TO THE SERVICE.
1. DEFINITIONS.
Capitalized terms not otherwise defined in this Agreement shall have the meanings provided in the Rules (as defined below), as amended from time to time. The following capitalized terms used in this Agreement shall have the following meanings:
"Affiliate" means, with respect to either party, any person, organization or entity controlling, controlled by, or under common control with, such party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities or by contract or otherwise.
"Content" means any text, data, information, files, images, graphics or other materials.
"User Content" means any Content created by a User by using Anchor services, inputted or uploaded to the Service, or transmitted through the Service, by or on behalf of a User.
"Documentation" means any user guide for the Service that Anchor provides or makes available to User.
“Enabled Payment Services” means the Services ACH or other payment methods enabled for the Sponsored Account, as agreed upon in writing between the Parties pursuant to proposal of the Agreement.
"Intellectual Property" means any and all inventions, invention disclosures, discoveries, improvements, works of authorship, technical information, data, databases, know-how, show-how, designs, ideas, drawings, logos, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, software (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property or technology, in any format and media, anywhere in the world.
"Intellectual Property Rights" means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.
"Law" means any applicable federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
"Moral Rights" means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.
“NACHA” means the National Automated Clearinghouse Association.
“Online Agreement” means an online agreement duly executed by a User with another User through the Service, to regulate a vendor - client relationship.
“Rules” means the NACHA Operating Rules and Guidelines, as they may be amended from time to time.
"Subscription Form" means the online web form submitted by a User when registering to the Service.
“Sponsored Account” means the omnibus account established at Third Party Service Providers for the benefit of Anchor’s users.
“Subledger” means a subledger of the Sponsored Account. A subledger is not a deposit account or other account product; rather, it is a unique numerical identifier, reflected on the Service provider’s core processing system used for ledgering. A subledger does not evidence or result in a formal banking relationship between Service provider and You.
“Payment Order” means an order or request for the transfer to or withdrawal from the account of another financial institution by means of an Enabled Service. For the avoidance of doubt, Payment Orders include Entries.
"Privacy Policy" means Anchor's then-current privacy policy available at https://www.sayanchor.com/privacy-policy.
"Proposal" refers to an Online Agreement entered and sent by one User to another User for review and signature.
"Service" means Anchor's proprietary software-as-a-service platform for online legal, financial or billing services and other related updates, services and Support, including all websites, mobile apps and other Intellectual Property that allow User to create Proposals, send invoices, receive payments from other Users, and additional services that are added from time to time.
“Third-Party Service Provider” means Anchor’s third-party vendors and service providers, including depository institutions.
2. SUBSCRIPTION RIGHTS AND RESTRICTIONS.
2.1.
Account. In order to access the Service, the User will be required to register for an account by submitting the information requested in the applicable web form or interface ("Account"). User must provide accurate and complete information about itself. User hereby agrees: (a) not to allow anyone other than itself to access or use the Account, not to create an Account for any third party and not to use the account of any third party without their permission; (b) to provide accurate and complete Account and login information; (c) to remain solely responsible and liable for the activity that occurs in connection with the Account; (d) to keep the Account password secure; and (e) to notify Anchor immediately of any breach of security or unauthorized use of the Account. If User registers an Account on behalf of its employer or another entity, User may be required to provide Anchor with contact information of at least one other person from such entity. User acknowledges and agrees that Anchor may provide access to the relevant contact to such Account.
2.2.
Subscription. Subject to the terms and conditions of this Agreement, Anchor grants User a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable right, during the Term (defined below), to access and use the Service solely for User's internal end-use purposes (collectively, the "Subscription").
The Subscription shall be subject to whatever other limitations or conditions (such as regarding features, volume, duration, or location) are specified in the Service. Use of the Service must be in accordance with the Documentation.
2.3.
Free Trial. Anchor may (but shall not be obligated to) offer a free trial period (if offered, the default period shall be thirty (30) days, unless configured otherwise by Anchor) (“Free Trial” and "Free Trial Period") prior to charging the Fees. The Free Trial, if any, shall commence on the date that User commences access or use of the Service, and will terminate at the end of the Free Trial Period, or sooner if: (a) User begins paying the applicable Fees, (b) User requests to cancel the Subscription, or (c) the Free Trial is terminated by Anchor, in its sole discretion. Upon expiration of the Free Trial, and unless User has cancelled the Subscription, the Fees shall become immediately due and payable (and if no payment or billing information has been provided, User shall, and may be required to, provide such information). Free Trials are permitted solely for User to determine whether to proceed to a paid Subscription. Free Trials may not include all features. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANCHOR AND ANCHOR AFFILIATES WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO FREE TRIALS, AND ANCHOR HAS THE RIGHT TO TERMINATE A FREE TRIAL AT ANY TIME AND FOR ANY REASON.
2.4.
Restrictions. User shall not do (or permit or encourage to be done) any of the following (in whole or in part): (a) copy, distribute, broadcast, rent, lease, lend, use for timesharing or service-bureau services, export, modify, adapt, translate, enhance, customize or otherwise create derivative works of, the Service or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the software or platform, or any part of the Service; (c) remove or distort any proprietary notices, labels or legends on or in the Service; (d) use any automated means to access or use the Service, nor circumvent or disable any security or technological features of the Service; (e) use, send, upload, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Service, nor any content that is unlawful, infringing, defamatory, deceptive, obscene fraudulent, harassing, pornographic, or abusive; (f) use the Service to design or develop any competing product or service that competes with the Service; (g) use the Service for any unlawful or fraudulent purpose, to breach this Agreement, or infringe or misappropriate any third party intellectual property, privacy, or publicity right; (h) take any action that imposes or may impose, as determined in Anchor’s sole discretion, a disproportionately large load of incoming requests on the Service infrastructure; (i) violate or abuse password protections governing access to the Service; (j) use or direct the Service to interact with IPs or devices for which User is not expressly authorized to do so; or (k) use the Service directly or indirectly to initiate, propagate, participate, direct or attempt any attack, hack, or send bandwidth saturation, malicious or potentially damaging network messages to any device.
Reservation of Rights. For the avoidance of doubt, the Service (including any copies thereof) are only licensed hereunder, and no title in or to the Service (or such copies) passes to User. Any rights not expressly granted herein are hereby reserved by Anchor and its licensors.
2.5.
Delivery. The Service will be delivered electronically. Unless specified otherwise, the Service shall be deemed accepted upon delivery. User hereby agrees to receive electronically all communications, agreements, documents, payments, and general notices and disclosures (collectively, "Communications") that Anchor provides in connection with the Services. Communications may include transaction receipts or confirmations; tax statements; payment notifications; and any other relevant communications. Communications are considered received by the User within twenty-four (24) hours of the time they are emailed to the User or posted on Anchor's Service.
2.6.
Data Backup. The Service is not intended to, and will not, operate as a data storage or archiving product or service, and User agrees not to rely on the Service for the storage of any User Content whatsoever. User is solely responsible and liable for the maintenance and backup of all User Content.
2.7
Obligations.
Subledger Records. Anchor may establish Subledger(s) for You, via a request to its Third Party Service Providers, provided that you have signed this Agreement and provided sufficient information as we or Service Provider may require. For Subledgers, you agree to maintain account records with us sufficient for us to indicate your ownership interests in the funds held in the Sponsored Account and/or reflected in Subledgers at any time, as required by 12 CFR § 330.5(b) in order for your funds to be eligible for pass through deposit insurance coverage.
Anchor is not responsible for any losses, damages, or costs resulting from Payout Delays caused by factors outside of Anchor's reasonable control, including but not limited to the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; incorrect information provided by the User; User's equipment, software, or other technology; a delay or failure of a Financial Partner to settle a Transaction to Anchor, including as a result of a Financial Partner’s default, insolvency, or bankruptcy; or a Force Majeure Even.
You acknowledge and agree that Anchor’s Third Party Service Providers do not maintain a separate origination agreement with any User with regard to any Payment Orders that Anchor transmits to its service provider. Anchor may only submit Payment Orders on behalf of Users that have signed this Agreement.
(a) You agree to be bound by Law.
(b) You hereby authorize Anchor and its Third Party Service Provider to process Payment Orders for the Enabled Payment Services;
(c) You will not originate Payment Orders (i) in violation of Law; and (ii) on behalf of, or for the benefit of, any entity other than You;
(d) You will not use the Payment Services to send funds to or receive funds from business entities engaged in any business identified in Schedule A to the Agreement;
(e) Anchor may establish an exposure limit for You related to the dollar amount of Payment Orders that may be transmitted by Anchor to Third Party Service Providers pursuant to this Agreement across multiple settlement dates and may review and adjust that exposure limit periodically;
(f) You will implement commercially reasonable measures consistent with generally accepted practices (and in compliance with this Agreement) to safeguard protected information and other records of Payment Orders, source documents, or authorizations no less stringent than those contained in this Agreement and you will be liable towards Anchor and its service provider for the failure to comply with such obligations;
(g) You will allow Anchor and its Third Party Service Provider to conduct audits of You and any Payment Orders, including to audit your compliance with applicable law and this Agreement;
(h) You shall timely notify Anchor of any changes to information provided by You to Anchor.
(i) Anchor and/or its Third Party Service Providers may refuse to process a Payment Order for You;
(j) You hereby instruct and authorize Anchor to act as Your agent for the limited purpose of entering into an agreement with service provider on your behalf to sweep Your deposits held at service provider to other depository institutions (“Network Institutions”). In addition, You acknowledge and agree that: (a) Anchor’s service provider will act as Your and/or Anchor’s agent and custodian for the limited purpose of establishing and maintaining deposits at Network Institutions, (b) You will have no direct relationship with Anchor’s service provider or the Network Institutions, and (c) information about Your cash balances may be obtained from Anchor and not Anchor’s service provider or the Network Institutions;
In addition, with respect to the Enabled Payment Services:
(k) You hereby assume the responsibilities of an Originator under the Rules and to be bound by the Rules and Law;
(l) You shall require to receive and maintain proper authorization from the receiver of each Entry transmitted on Your behalf by Anchor to Anchor’s service provider pursuant to this Agreement;
(m) You shall Allow Anchor and Anchor’s Third Party Service Provider to conduct audits of the You and any Entry, including to audit your compliance with the Rules;
(n) You shall notify Anchor of any changes to information provided to service provider for NACHA registration purposes;
(o) You hereby acknowledge that You have a copy of or access to a current version of the Rules;
(p) Provide the right for Us to terminate or suspend this Agreement for breach of the Rules in a manner that permits us or Third Party Service Provider to comply with the Rules;
(q) When You transmit transactions through Anchor or its Third Party Service Provider, You represent and warrants you shall fully cooperate with Anchor with respect to any requested to conduct due diligence sufficient to determine the type, size and frequency of the transactions that You are originating are normal and expected for You, including your type of business, as applicable. Anchor will monitor your transactions using reasonable commercial standards and promptly notify Third Party Service Provider of any unusual activity by You.
(r) You acknowledge and agree You will not submit any Payment Orders for your engagement in products, services, and industries listed in Schedule A (Prohibited Industries), without the prior written consent of Anchor. Anchor may update or amend Schedule A to the agreement upon sixty (60) days’ written notice to You, unless a shorter notice period is required to comply with Applicable Law or Rules.
(s) If required, You shall obtain ACH authorization (“Authorization Agreement”) as required by the Rules and applicable law from each Receiver. You shall retain (or shall require your Users who obtain such Authorization Agreement to retain) the Authorization Agreement in original form while it is in effect and the original or other accurate Record of each authorization for two (2) years after termination or revocation of such authorization as stated in the Rules. Upon request, You shall (i) furnish the original or a copy, or other accurate Record of the Authorization Agreement to any affected Participating Depository Financial Institution, as defined in the Rules within a reasonable period of time, or (ii) require your User to promptly furnish the original or a copy, or other accurate Record of the Authorization Agreement to Anchor, which Anchor shall subsequently furnish to any affected Participating Depository Financial Institution, as defined in the Rules.
3. USER ACKNOWLEDGMENT AND RESPONSIBILITIES
3.1.
Proposal. If you are a User accepting a Proposal and/or making a use of the Service, in addition to the other portions of this Agreement that are applicable to you, you acknowledge and agree to the terms as outlined in this Section 3.1 of this Agreement. By accepting a Proposal, executing an Online Agreement, and/or by otherwise entering your details and using the Service: (i) you agree to pay the applicable User the price quoted for such User’s services and/or products outlined in the Online Agreement; and (ii) you agree to be bound to the Online Agreement and any other terms agreed upon between you and the applicable User, that are presented to you upon acceptance, and which are strictly between you and such User. For the avoidance of doubt, Anchor is in no way a party to the legal relationship or to any agreement (including, without limitation, the Online Agreement) between Users. Each User (and its affiliates, to the extent applicable) alone is fully responsible for any and all loss, injuries, damages, claims, liabilities and costs suffered by you, caused in whole or in part by the other User or any violation of the Online Agreement or any other related terms to which the parties have agreed, and Anchor disclaims any responsibility thereto. By engaging in the services of another User and/or entering into an Online Agreement, each User expressly releases Anchor, its officers, directors, employees, and agents from any liability, claims, damages, or losses arising out of or in connection with the Online Agreement, including but not limited to any disputes, breaches, or negligence between the involved Users. Users are advised to seek independent legal advice before entering into an Online Agreement. Anchor does not provide legal advice and cannot be held responsible for any consequences resulting from the Online Agreement. For the avoidance of doubt, Anchor shall not be considered a party to the Online Agreement, nor shall it assume any rights, obligations, or liabilities arising from or related to the Online Agreement. Anchor may suggest a basic template or framework for the Online Agreement to assist Users in their engagement. However, the decision to use such template or any modifications made thereto shall be at the sole discretion and risk of the relevant Users.
3.2.
Payments Made Through the Services. As a User, you may be making, and/or receiving payments of fees to or from other Users (“User Fees”) through the Service. Payment of User Fees may be made via a Third Party Service provider (as defined in Section 15 below) that the applicable User has allowed. Anchor and/or its personnel shall in no way be held responsible for any losses or damages, direct or indirect, resulting from any error or failure on the part of the Third Party Service Provider.
By making and/or receiving a payment through the Services, you acknowledge and agree that:
3.3
Entering Payment Method on Behalf of a User Receiving the Services. A User providing the services may, where duly authorized, enter and link a payment method (including ACH or credit card) on behalf of a User receiving the services. By doing so, the User providing the services represents and warrants that they have obtained the express, informed, and lawful consent of the User receiving the services to input and utilize such payment information for the purpose of fulfilling the financial terms of the agreement as recorded on the Anchor platform. Anchor disclaims any responsibility for verifying the existence or validity of such authorization and acts solely as a technical facilitator. All liability arising from unauthorized use or entry of payment information shall rest exclusively with the User providing the services.
3.4
Email Domain Integration and Liability Disclaimer. A User providing services may connect their email domain to the Anchor platform to facilitate communication and service delivery. By integrating an email domain, the User represents and warrants that they have the necessary rights and permissions to do so. Anchor acts solely as a technical facilitator of this integration and does not assume responsibility for: (a) the accuracy, legality, or appropriateness of the connected email domain; (b) any unauthorized access, data breaches, or other security incidents arising from the integration; (c) the content of emails sent or received through the integrated domain. Users are solely responsible for ensuring that their use of the integrated email domain complies with all applicable laws, regulations, and third-party terms. Anchor disclaims all liability for any losses, damages, or disputes arising from or related to the email domain integration.
3.5
Any payment or other disputes that You may have with any beneficiary of the Enabled Services, must be resolved between You and Anchor as follows: You shall pay Anchor immediately. Anchor will automatically pull the payments from your account. If not successful, Anchor will contact You to receive the payment. If You will not pay Anchor within 3 days, Anchor will disconnect You from receiving Anchor services and website. The Sponsored Account, and any Subledger thereof, shall not be used to resolve disputes, including but not limited to disputes related to refunds or between You and a merchant, and Anchor may, in Anchor sole discretion, reject any such transaction and shall have no liability to You or your Users or any third party for Losses arising from or related to such rejection. You acknowledge that any fees or losses to Anchor, associated with Disputes of your Users will be passed over to You.
3.6.
Approval of Agreement on Behalf of a Client. A User providing services who has a valid and binding agreement signed outside of Anchor with a User receiving services, may create a corresponding agreement on the Anchor platform and accept it on behalf of the User receiving the services. By doing so, the User providing the services represents and warrants that such action is authorized under the terms of the pre-existing signed agreement between the parties. By approving this action on behalf of the User receiving the services, the User providing the services further represents and warrants that they have obtained full, valid, and enforceable authority to act on the User receiving the services’ behalf. The User providing the services assumes full responsibility for billing in accordance with the terms, conditions, and provisions of the agreement as created and maintained on the Anchor platform. Please note the following: (a) The approved agreement will not include a digital signature from the User receiving the services. (b) Invoices will be generated in accordance with the agreement terms but will not be processed until a valid payment method is added by either the User providing the services or the User receiving the services. (c) The User receiving the services will not be notified of this specific action. However, all subsequent notifications related to the agreement will be sent to the User receiving the services in accordance with the notification settings configured by the User providing the services.
4. SUPPORT
Anchor (and/or an Anchor Affiliate or subcontractor) will use commercially reasonable efforts to provide Service-related technical support via [email protected].
5. USER CONTENT
5.1.
As between User and Anchor, User is solely responsible and liable for (and agrees to hold harmless and release Anchor and all Anchor Affiliates from liability arising out of or in connection with) all User Content, Anchor's processing of User Content, all use of User Content (including without limitation use by others), as well as the consequences of inputting, uploading, or transmitting User Content (including without limitation, obtaining any licenses, permissions, consents, approvals, and authorizations from individuals appearing therein).
5.2.
User hereby represents and warrants that: (a) User Content and/or any other data uploaded or used within the Service shall be true and accurate; (b) its User Content does not, and will not, infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights (or other personal rights), or any Law; (c) its User Content is not, and will not be, disparaging, libelous, threatening, offensive, harassing, deceptive, abusive or illegal, and does not, and will not, create any risk to a person's safety or health, impersonate another person, compromise national security, or interfere with an investigation by law enforcement; and (d) it has obtained, and will maintain during and after any termination of this Agreement, any and all licenses, permissions, consents, approvals, and authorizations required in connection with User Content. The content, nature, frequency, and quantity of User Content has not been specifically requested or authorized (and mayor may not be reviewed) by Anchor, and is submitted to the Service at User’s sole risk and discretion.
5.3.
User is prohibited from entering any payment information (e.g. cardholder data) into any form or data entry fields in the Service, except into those fields intended solely for that purpose (i.e. where the Service explicitly requests such data to be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store cardholder data infields with labels such as ‘memo’ or ‘note’. Similarly, excluding payment forms, User must never enter CVV2 data into any fields in the Service. User assumes all responsibility for any cardholder data entered into the Service in violation of this Agreement.
6. PAYMENT
6.1.
Fees. At the conclusion of any applicable free trial period for the Services, you will be required to pay the platform service fees and provide us with your associated personal information. To the extent applicable, User agrees to pay all fees stated in the Subscription Form ("Fees"), and in accordance with the Service's applicable billing cycle ("Billing Cycle") and other payment terms. For information on the “Fees”, please see our Pricing Page. Your Account will be charged automatically with all applicable fees and taxes.
6.2.
General. Unless expressly stated otherwise in the Subscription Form: (a) all Fees are stated, and are to be paid, in US Dollars in accordance with Section 5.3 below; (b) all Fees are payable in advance; (c) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable Law. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Anchor's net income. In the event that User is required by any Law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Anchor shall be increased by the amount necessary so that Anchor receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had User not made any such withholding or deduction.
6.3.
Payment Method and Processing. Currently, Anchor only accepts payment via third party payment processing service. User shall provide Anchor accurate and complete billing information, and agrees to promptly notify Anchor of any changes to the applicable User’s billing information. User authorizes Anchor (either directly or through third parties) to request and collect payment (and otherwise charge, refund or take any other billing actions) from User on a recurring basis and or one time basis, including without limitation via Anchor's third party payment provider, and to make any inquiries Anchor deems necessary to validate the applicable User's designated payment account or financial information, in order to ensure prompt payment. Since payment of Fees may be processed through a third party payment processing service (which will receive and process User's billing information), additional terms may apply to such payments.
The card (credit and/or debit) processing fee on Anchor is a separate charge imposed directly by Anchor and is not included on the service invoice issued by the User providing the services to the User receiving them. As such, card fees are not considered a surcharge by the User providing the services, but rather reflect the recipient User’s utilization of Anchor’s broader platform. This platform encompasses not only payment processing functionality but also a suite of value-added features—including a secure user portal, real-time access to agreements, an invoice and payments console, and a full audit trail. These capabilities, which significantly enhance transparency and operational efficiency, are not commonly available on comparable platforms. Accordingly, this fee is not characterized as a surcharge imposed by the service provider.
When Users transact on Anchor, the User receiving the services benefits from both the services rendered by the provider and the platform functionality delivered by Anchor. The recipient has the full decision to pay via ACH at no additional cost or opt for the added convenience of card payments—a premium feature subject to a nominal, separate fee. In this context, ACH payments constitute the standard no-cost option, while card payments enable enhanced flexibility and platform services through a distinct processing fee assessed by Anchor.
6.4.
Modification of the Fees. Anchor, in its sole discretion and at any time, may modify the Fees following publishing a notice on Anchor's platform or website. Any modifications of Fees will become effective at the time specified in the notice. Anchor will provide users with a reasonable prior notice of any change in Fees to give you an opportunity to terminate or change your use of the Service before such modification(s) becomes effective. Your continued use of the Services after the Fees modification(s) comes into effect constitutes your agreement to pay the modified Fees at the modified rates.
7. OWNERSHIP
7.1.
Service. As between the parties, Anchor is, and shall be, the sole and exclusive owner of all Intellectual Property Rights in and to: (a) the Service; and (b) any and all improvements, derivative works, modifications, and/or customizations of/to the Service, regardless of inventorship or authorship. User shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Anchor to ensure and/or provide Anchor the ownership rights set forth in the preceding sentence.
7.2.
User Content. As between the parties, User is, and shall be, the sole and exclusive owner of all User Content. User hereby grants to Anchor a worldwide, perpetual, royalty free, non-exclusive right and license to collect, use, process, display, analyze copy and store the User Content in order to provide the Services, and administer and make improvements to the Services.
7.3.
Feedback. In the event that User (or any person on User's behalf) provides any suggestions or similar feedback regarding the Service or any part thereof ("Feedback"), Anchor shall be entitled, in perpetuity, to use and commercially exploit such Feedback without any obligation or restriction whatsoever. User hereby waives any right to the Feedback, including but not limited to, any right for royalties or any other consideration, and undertake to treat the Feedback as Confidential Information (as defined below) of Anchor.
8. CONFIDENTIALITY
Each party and/or its Affiliates (the "Recipient") may have access to certain non-public or proprietary information and materials of the other party and/or its Affiliates (the "Discloser"), whether intangible or intangible form ("Confidential Information"). Confidential Information shall not include information and material which: (a) at the time of disclosure by Discloser to Recipient hereunder, was in the public domain; (b) after disclosure by Discloser to Recipient hereunder, becomes part of the public domain through no fault of the Recipient; (c) was rightfully in the Recipient's possession at the time of disclosure by the Discloser hereunder, and which is not subject to prior continuing obligations of confidentiality; (d) is rightfully disclosed to the Recipient by a third party having the lawful right to do so; or (e) independently developed by the Recipient without use of, or reliance upon, Confidential Information received from the Discloser. The Recipient shall not disclose the Discloser's Confidential Information to any third party, except to its employees, advisers, agents and investors, subject to substantially similar written confidentiality undertakings. For the avoidance of doubt, Anchor, may share your Confidential Information with its Third Party Service Providers as required to provide the Services and as otherwise set out in this Agreement. Recipient shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own Confidential Information of like nature, to protect the Discloser's Confidential Information within its possession or control, from disclosure to a third party. The Recipient shall use the Discloser's Confidential Information solely for the purposes of performing under this Agreement. In the event that Recipient is required to disclose Confidential Information of the Discloser pursuant to any Law, regulation, or governmental or judicial order, the Recipient will (a) promptly notify Discloser in writing of such Law, regulation or order, (b) reasonably cooperate with Discloser in opposing such disclosure, (c) only disclose to the extent required by such Law, regulation or order (as the case may be). Upon termination of this Agreement, or otherwise upon reasonable written request by the Discloser, the Recipient shall promptly return to Discloser its Confidential Information (or if embodied electronically, permanently erase it, and if requested, certify such erasure in a signed writing).
9. DISCLAIMERS
9.1.
THE SERVICE AND ALL OTHER SERVICES AND ITEMS PROVIDED OR MADE AVAILABLE BY ANCHOR ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED BY ANCHOR AND ITS LICENSORS;
9.2.
ANCHOR DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, COMPLETENESS, OR QUALITY OFTHE SERVICE OR OTHER SERVICES AND ITEMS PROVIDED OR MADE AVAILABLE BY ANCHOR,THAT USER'S USE THEREOF WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.
9.3.
Each User chooses to use Anchor’s Service, Anchor may facilitate payments between Users on the applicable User’s behalf, in which case Anchor will use commercially reasonable efforts to facilitate such payments. To the maximum extent permitted by law: (i) such payments shall be deemed made by applicable User (as applicable) and not by Anchor or the Third Party Service Provider; (ii) Anchor is merely the facilitator of any such payments as part of the Services, and the obligation to pay, and/or any other obligation, requirement or consequence, in relation to such payment or the transaction (including the provision of services rendered for such payments) between Users, resides solely with them; (iii) Users are solely responsible for their use of the Service, including the monitoring and recording of any financial transactions, financial data, User Fees and any User Content, and their accuracy at any time; (iv) each User authorizes Anchor to vary the amount of the User Fees from time to time as may be agreed by the applicable Users. Anchor will also adjust the amount of the payment upon receiving applicable User’s instructions; and (v) Anchor bears no responsibility or liability of any kind in relation to the foregoing, including, without limitation, in relation to tax, anti-money laundering and/or any disputes between Users. As a User receiving User Fees through the Services, you acknowledge and agree that in the event a User disputes a payment of User Fees, Anchor shall play no role in adjudicating the dispute between you and such User, and denies any and all responsibility regarding such disputes between you and the User. Notwithstanding the foregoing, you acknowledge and agree that Anchor retains the absolute discretion to return paid User Fees to a User if such User is disputing a payment.
Without limiting the generality of the disclaimers of warranties further in this Agreement, Anchor and its personnel shall not be responsible for any losses or damages, to User resulting from any dispute over User Fees between applicable Users, and Anchor disclaims any responsibility thereto.
9.4.
The above disclaimers apply to the maximum extent permitted by applicable Law. If User is a consumer under its applicable Law, User may have legal rights in its country of residence which would prohibit the above disclaimers from (fully or partially) applying to User, and, to the extent the above disclaimers are prohibited, then User and Anchor agree that they will not apply to User.
10. LIMITATION OF LIABILITY
10.1.
IN NO EVENT WILL ANCHOR, ITS SERVICE PROVIDERS, AND THEIR RESPECTIVE AFFILIATES, SUBCONTRACTORS AND/OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, DATA, INACCURACY OF DATA, PAYMENT FAILURE, DOWNTIME, IDENTITY THEFT, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, FINES OR OTHER PENALTIES FOR NONCOMPLIANCE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, CONFIDENTIAL INFORMATION, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ANCHOR (AND ITS SERVICE PROVIDERS AND LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, ANCHOR’S AND ITS SERVICE PROVIDERS’ TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO ANCHOR BY USER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.2
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANCHOR’S AND ITS SERVICE PROVIDERS’ TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF PAYMENT ORDERS, SHALL NOT EXCEED THE DOLLAR AMOUNT ACTUALLY PAID UNDER THE APPLICABLE PAYMENT ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. INDEMNIFICATION.
User agrees to defend, indemnify and hold harmless Anchor, it’s service providers, their respective affiliates, officers, directors, employees and agents, and subcontractors from and against any and all claims (including User's or any third party claims), damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) User's use of, or inability to use, the Services; (ii) User's violation of this Agreement or any applicable third party service providers terms or policies; and (iii) User's violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing User's obligations under this Section, Anchor and/or Anchor’s third party service providers reserve the right (at User's expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by User if User chooses not to defend or settle it. User agrees not to settle any matter subject to an indemnification by User without first obtaining Anchor's and Anchor’s third party service providers’ express written approval.
12. TERM AND TERMINATION
12.1.
Term. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect for the applicable Subscription term (the "Term").
12.2.
Termination for Cause. Each party may terminate this Agreement immediately upon written notice to the other party: (a) if the other party commits a material breach under this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach; and/or (b) if the other party is declared bankrupt by a judicial decision, or, in the event an involuntary bankruptcy action is filed against such other party, it has not taken, within sixty (60) days from service of such action to such party, any possible action under applicable law for such filed action to be dismissed. Without derogating from the generality of the foregoing, Anchor may terminate or suspend this Agreement with immediate effect for any breach by You of applicable Law, of the Rules or of this Agreement in a manner that prevents Anchor or its service provider from complying with applicable Law or the Rules.
Notwithstanding the foregoing, Anchor and/or its third party service providers may suspend or terminate your access to payment services at any time, with or without notice, if you violate this Agreement, any applicable terms or policies (including the Prohibited and Restricted Business List of such third party service providers), or if required by law or by Anchor’s third party service providers financial partners.
12.3.
Termination for Convenience. Each party may terminate this Agreement for convenience, for cause, or for any other reason, at any time, via the functionality offered through the Service or by a written notice, in accordance with this Agreement. In such case, termination will take effect at the end of the then-current Billing Cycle (and until that date User will still be able to use the Service), and User will not be charged for the subsequent Billing Cycle. For the avoidance of doubt, any pre-paid Fees will not be refunded. If User objects to any provision of this Agreement, or becomes dissatisfied with the Service in any way, User agrees that its sole remedy, and Anchor's sole obligation liability, is for User to terminate this Agreement as aforementioned.
12.4.
Consequences of Termination. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities that accrued as of the effective date of termination. Upon termination of this Agreement: (i) the Subscription will automatically terminate and be deemed revoked, and User will immediately lose all access to, and use of, the Service; (ii) User's Account and related access credentials shall be terminated, and User shall be responsible for download or backing up any User Content, and Anchor shall not be required (unless required by applicable Law) to retain any User Content on Anchor's databases and servers hosting the Service; and (iii) User shall promptly pay any unpaid amounts that are outstanding as of termination.
12.5.
Survival. Sections 1(Definitions), 6.2 (Payment), 7 (Ownership) through 17 (Miscellaneous) inclusive, as well as any other provision which is intended to survive termination of this Agreement, shall survive termination.
13. PRIVACY.
User hereby warrants and represents that it will (i) provide all appropriate notices, (ii) obtain all required informed consents and/or have any and all ongoing legal bases, and (iii) comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing Anchor to use and process the data in accordance with this Agreement (including, without limitation, the provision of such data to Anchor (or access thereto) and the transfer of such data by Anchor to its Affiliates, subsidiaries and subcontractors), for the provision of the Services and the performance of this Agreement. In the event User fails to comply with any data protection or privacy law or regulation then: (a) to the maximum extent permitted by Law, User shall be solely and fully responsible and liable for any such breach, violation or infringement; and (b) in the event of any claim of any kind related to any such breach, violation or infringement, User shall defend, hold harmless and indemnify Anchor and Anchor’s Affiliates (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.
By using the payment services, you acknowledge and agree that your personal data and transaction data may be shared with our third-party service providers for the purposes of payment processing, compliance, fraud prevention, and related services.
14. GOVERNING LAW; JURISDICTION AND VENUE.
These Terms shall be governed by the laws of the State of Delaware, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Delaware, and each party hereby irrevocably consents to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. User agrees that any claim it may have against Anchor must be brought individually and User shall not join such claim with claims of any other person or entity or bring, join or participate in a class action against Anchor. Each party irrevocably waives its right to trial of any issue by jury. Except to seek equitable relief, or to otherwise protect or enforce a party's intellectual property rights or confidentiality obligations, no action, regardless of form, under this agreement may be brought by either party more than one (1) year after termination of the agreement.
15. THIRD PARTY SOFTWARE AND SERVICE
15.1.
User expressly acknowledges that: (i) the Service may include third party components (“Third Party Software”), which shall be used by User solely in conjunction with the Service, and shall not be used for any other purpose without the prior written consent of Anchor; (ii) Certain services (including access to online payments, online invoicing, digitization, storage of receipts and other online services related or governed by the use of the Service) ("Third Party Service") are provided by financial institutions or other third party service providers, and User may be directed to websites of such Third Party Services. User hereby authorizes Anchor and such Third Party Service providers to access its Account or any of its applicable third party accounts on User's behalf or on behalf of the principal account holder, and retrieve the relevant information for the purpose of performing the Services, which may include aggregation of bank transaction data as well as account verification.
15.2.
User acknowledges that such Third Party Software and Third Party Services are completely independent of the Service and Anchor has no control over them. Such Third Party Service Providers may include payment facilitators. Anchor disclaims all liability in respect of User's use, ability or inability to use them or any of the content of such services. Anchor may in its sole discretion and without notice to User, discontinue such services which could delay or adversely affect the Services performed by Anchor. The Third Party Software and Third Party Services are provided “As-Is” without any warranty of any kind, and subject to the license terms attached to such Third Party Software or Third Party Services, the provisions of this Agreement shall apply to all Third Party Service Providers, and Third Party Software and Third Party Services as if they were Anchor and the Service respectively. In the event of any inconsistencies or conflicting provisions between the Third Party Software licenses or the Third Party Services licenses, on one hand, and the provisions of this Agreement, on the other hand, the provisions of the Third Party Software licenses or the Third Party Services licenses shall prevail. Anchor is not obligated to review the information provided by User for any purpose, including but not limited to accuracy. It is entirely User's responsibility to ensure the accuracy, completeness and timeliness of any information provided to Anchor or to any Third Party Service providers in connection with any of the Services.
15.3.
If User chooses to synchronize its Account with its accounting software, User understands and agrees that User is solely responsible for the information and data that User chooses to synchronize and share between the Account and the accounting software. If User chooses to do so, User is making a determination that the accounting software is sufficiently secure to protect its Account. User understands and agrees that such use is subject to the terms of service and privacy policy of the software provider.
15.4
Payment Processing
Payment processing services for platform users are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account), which includes the Stripe Terms of Service (https://stripe.com/legal) (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a user on the platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide accurate and complete information about you and your business, and you authorize the platform to share this information and transaction information related to your use of the payment processing services provided by Stripe.
Stripe is not responsible for, and disclaims all liability arising from or relating to: (a) any acts or omissions of Anchor or its users; (b) your obligations to your customers (including to properly describe and deliver goods or services); or (c) your compliance with laws and obligations related to your provision of goods or services.
15.5. Third-Party Integrations and API Usage Disclaimer. Anchor offers optional integrations with third-party platforms and services, including but not limited to practice management software, general ledger systems, time-tracking tools, and other accounting or operational applications. These integrations may include, for example, the ability to pull billable hours for invoicing purposes or to sync financial data with general ledger software. Anchor also provides access to its Application Programming Interface (“API”) to enable Users to build and maintain custom integrations with external systems. By enabling or utilizing any third-party integration or accessing Anchor’s API, the User agrees to the following:
(a) Authorization and Control. The User represents and warrants that they have the full legal authority to initiate, manage, and maintain any such integration on behalf of their organization, including the transfer and processing of data through such integrations;
(b) Responsibility for Data Accuracy and Compliance. The User is solely responsible for the accuracy, legality, and completeness of all data retrieved from or transmitted to third-party systems—including billable hours, client records, general ledger entries, and other financial data. The User must ensure that all data use complies with applicable privacy, accounting, and data protection laws and with any terms governing the third-party platform;
(c) Disclaimer of Liability. Anchor makes no representations or warranties regarding the compatibility, availability, accuracy, or reliability of any third-party integration or the results derived therefrom. Anchor does not guarantee uninterrupted or error-free operation of any integration and disclaims all liability for: (i) Data inaccuracies or discrepancies; (ii) Failures in data synchronization; (iii) Unauthorized access or data breaches involving third-party platforms; (iv) Loss or corruption of data; (v) Any financial or operational loss resulting from the use of such integrations or APIs;
(d) Third-Party Terms. The User remains responsible for compliance with all applicable third-party terms, licenses, and usage policies. Anchor shall not be responsible for any consequences arising from the User’s breach of such third-party terms; and
(e) API Use and Limitations. Use of Anchor’s API is subject to technical limits, security protocols, and acceptable use requirements as defined in Anchor’s API documentation. Anchor reserves the right to suspend or revoke API access in the event of misuse, abuse, or security concerns.
15.6 Anchor API and Webhooks.
(a) Overview. The Anchor Application Programming Interface (the “API”) and associated webhooks (collectively, the “API Services”) enable Users to connect the Service with their internal systems-such as customer relationship management (CRM) software, project management tools, websites, and scheduling platforms-so that data may flow automatically and securely between systems. The API acts as a bridge that allows systems to exchange information, while webhooks provide real‑time notifications when specific events occur (for example, when a Proposal is signed or an invoice is paid). The API Services are intended to reduce manual work, streamline operations, and enhance the User’s client experience.
(b) Access and License. Subject to this Agreement, Anchor grants User a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to access and use the API Services solely to integrate the Service with User’s internal systems in accordance with Anchor’s documentation available at https://docs.sayanchor.com (the “API Documentation”). Access to the API Services requires an active Service account and a valid API key issued by Anchor. Anchor may approve or deny API access in its sole discretion.
(c) Authentication and Security. Each API request must be authenticated using the API key and the authorized User’s email address, as described in the API Documentation. User is solely responsible for maintaining the confidentiality and security of its API key and credentials. All actions performed using an API key shall be deemed to have been performed by the User. The API is designed for server‑to‑server communication and is not intended for direct browser‑based requests. User shall implement appropriate technical and organizational measures to protect the security of data transmitted through the API Services, including encryption in transit, secure storage of credentials, and prevention of unauthorized access or API key leakage. User must promptly notify Anchor upon becoming aware of any actual or suspected compromise, misuse, or unauthorized disclosure of an API key or credentials. Anchor may disable, revoke, or quarantine any API key if it suspects or detects unauthorized use, compromise, or security risk.
(d) Fair Use and Technical Limits. User agrees to use the API Services in a fair, reasonable, and lawful manner consistent with their intended purpose. Anchor may impose rate limits, data caps, or other technical restrictions to ensure system stability and security. Anchor reserves the right to monitor API usage and to suspend or revoke access if User exceeds permitted limits or engages in abusive or disruptive activity.
(e) Acceptable Use and Traffic Restrictions. In addition to Section 2.4 (Restrictions) and Section (d) above, User shall not: (i) engage in scraping, data harvesting, or automated extraction of data from the Service or any other user’s account; (ii) poll or query the API more frequently than permitted by the API Documentation or in a manner that imposes an unreasonable load on Anchor’s systems; (iii) use the API Services to access or retrieve data not expressly authorized for the User; or (iv) use the API Services in any way that could harm, disable, or otherwise interfere with the operation or integrity of the Service.
(f) Prohibited Uses. Without limiting Section 2.4 (Restrictions), User shall not: (i) use the API Services to reverse engineer, decompile, or extract source code; (ii) use the API Services to create or support a product or service that competes with the Service; (iii) resell, sublicense, or otherwise provide access to the API Services to any third party; (iv) use the API Services to process or transmit data in violation of applicable Law, this Agreement, or any third‑party rights; or (v) interfere with or disrupt the integrity or performance of the Service or any data contained therein.
(g) Webhooks. Anchor may provide webhooks to notify User’s systems of specific events within the Service. User is solely responsible for securing its webhook endpoints and for any actions taken by its systems in response to webhook notifications. Anchor disclaims all liability for any loss, damage, or unauthorized access resulting from User’s webhook configuration or response handling.
(h) Data Accuracy and Compliance. User is solely responsible for the accuracy, legality, and completeness of all data transmitted to or from the Service through the API Services. User must ensure that all such data transfers comply with applicable privacy, data protection, and information security laws, as well as with any third‑party terms governing connected systems.
(i) Monitoring, Suspension, and Termination. Anchor may monitor API usage to ensure compliance with this Agreement and may suspend or terminate User’s access to the API Services at any time, with or without notice, if Anchor determines that User is in breach of this Agreement, poses a security risk, or otherwise misuses the API Services.
(j) Modifications and Deprecation. Anchor may modify, update, or discontinue the API Services (or any portion thereof) at any time, with or without notice. Anchor will use commercially reasonable efforts to provide advance notice of material changes or deprecations where practicable. Anchor shall not be liable for any damages or losses arising from such modifications, updates, or discontinuation.
(k) Change Management and Versioning. Anchor may introduce new versions of the API Services, modify or deprecate existing endpoints, or make other changes that may affect compatibility with User’s integrations. Anchor does not guarantee backward compatibility of the API Services. Deprecation timelines and versioning schedules shall be determined at Anchor’s sole discretion, and Anchor shall not be liable for any impact such changes may have on User’s integrations or systems.
(l) Availability and Uptime Disclaimer. User acknowledges and agrees that the API Services may experience interruptions, throttling, delays, or failures. Anchor does not guarantee continuous availability of the API Services, nor the timely delivery of webhook notifications or responses. Anchor shall not be liable for any damages or losses arising from such interruptions or delays.
(m) Disclaimer. The API Services are provided “AS IS” and “AS AVAILABLE,” without any warranties of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, or non‑infringement. Anchor does not warrant that the API Services will be uninterrupted, error‑free, or compatible with any third‑party system. To the maximum extent permitted by Law, Anchor disclaims all liability for any loss, corruption, or unauthorized disclosure of data, or for any damages arising from or related to the use of the API Services.
(n) Accuracy of Derived Data. User is solely responsible for the accuracy, completeness, and reliability of any calculations, reports, analytics, or financial outcomes derived from data obtained through the API Services. Anchor makes no representations or warranties regarding the accuracy or suitability of any data processed or generated through the API Services.
(o) Ownership and Use of API Output. As between the parties, User retains ownership of any data submitted to or retrieved from the API Services. Anchor retains all rights, title, and interest in and to the API Services and any aggregated, anonymized, or derived data generated through their use. Anchor may collect, analyze, and use such aggregated or anonymized data to improve, enhance, and develop its products and services, provided that such data does not identify User or its clients.
(p) Incorporation by Reference. The API Documentation, as updated from time to time, is incorporated into this Agreement by reference. In the event of any conflict between the API Documentation and this Agreement, the terms of this Agreement shall prevail.
16. NO LEGAL ADVICE.
Anchor does not provide professional accounting services, legal services legal opinions, recommendations, referrals, and/or counseling, and the Services do not constitute legal advice under any jurisdiction. User's use of and reliance upon the services is entirely at User's sole discretion and risk. Anchor is not involved in agreements between User and other parties. ANCHOR, ITS AFFILIATES AND/OR SUBCONTRACTORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO THE INFORMATION PROVIDED BY IT OR BY THIRD PARTIES IN CONNECTION WITH THE SERVICES PERFORMED BY ANCHOR HEREUNDER. ANCHOR, ITS AFFILIATES AND/OR SUBCONTRACTORS ALSO DISCLAIM ANY RESPONSIBILITY FOR ANY INFORMATION OR REPRESENTATIONS, MADE OR PROVIDED BY USER. ANCHOR, ITS AFFILIATES ANDSUB CONTRACTORS DO NOT INTEND NOR REPRESENT THE PROVISION OF LEGAL ADVICE THROUGH ANY OF ITS SERVICES, WORK OR DOCUMENTATION. USER IS ADVISED TO CONSULT SEPARATELY WITH LEGAL ADVISORS, AS USER SEES FIT.
17. MISCELLANEOUS
17.1.
Entire Agreement. This Agreement (and any document or agreement referenced herein) represents the entire agreement between Anchor and User with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between User and Anchor with respect to such subject matter. The Section headings in this Agreement are for convenience of reading only, and shall not to be used or relied upon for interpretive purposes.
17.2.
Age Representation. User represents that it is at least eighteen (18) years old.
17.3.
Anchor Affiliates. At Anchor's sole discretion, any Anchor obligation hereunder may be performed (in whole or in part), and any Anchor right or remedy may be exercised (in whole or in part), by an Anchor Affiliate. Without limiting the generality of the foregoing, Anchor may assign its right to invoice and receive payments under this Agreement to an Anchor Affiliate.
17.4.
Assignment. Anchor may assign this Agreement (or any of its rights and/or obligations hereunder) without User's consent, and without notice or obligation to User. This Agreement is personal to User, and User shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Anchor's express prior written consent. Any prohibited assignment shall be null and void.
17.5.
Severability. If any provision of this Agreement is held by a competent court to be invalid or unenforceable under applicable Law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event, this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable Law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
17.6.
Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
17.7.
Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by User, emails will be acceptable; for waivers by Anchor, the writing must be duly signed by an authorized representative of Anchor), and shall be valid only in the specific instance in which given.
17.8.
Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
17.9.
Notices. User agree that Anchor may send User notices by email, via User's Account, by regular mail, and/or via postings on or through the functionality of the Service. Except as stated otherwise in this Agreement or required by Law applicable to User, User agrees to send all notices to Anchor, to [email protected].
17.10.
No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Anchor Affiliates), there shall be no third-party beneficiaries of or under this Agreement.
17.11.
Force Majeure. Anchor shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) pandemics or any act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Anchor's reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Service shall not be deemed within Anchor's reasonable control.
17.12.
Language; Electronic Contract. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, User hereby irrevocably waives to the maximum extent legally permitted, any Law applicable to User requiring that the Agreement be localized to meet User's language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. Anchor may be able (but is not obligated) to provide User with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for User's own records.
17.13.
Modification to Service. Anchor reserves the right, at any time, to: (i) discontinue, change, update or modify the Service or any aspect or feature thereof, including Third Party Software and Third Party Services; (ii) reduce or otherwise modify the storage capacity of the Service; and (iii) remove or limit User's access to any aspect or feature of the Service, provided that Anchor shall use reasonable efforts to ensure such discontinuance, change, update, or modification does not materially affect the quality or performance of the Service licensed to User. User shall not be entitled to any refund or compensation pursuant to such modifications.
17.14. Agreement Amendment Mechanism. Anchor provides a platform for users providing services to amend agreements and/ or to bill out of scope charges to users receiving services in a legally compliant and auditable manner by allowing the parties to agree in advance to one of two approval mechanisms:
(a) Explicit Approval (Opt-In). The user receiving the services must affirmatively approve each proposed amendment and/or out of scope charge before it becomes effective; and
(b) Implied Approval After Notice Period (Opt-Out). The user receiving the services is notified of each proposed amendment and/or out of scope charge and given a predefined notice period (e.g., 7 days) to reject it. If no action is taken within that period, the amendment and/or out of scope charge is deemed accepted automatically. This mechanism must be explicitly agreed upon in the original agreement and is governed by the amendment and/or out of scope charge clause. All proposed amendments and/or out of scope charge —regardless of type—trigger automated notifications and are recorded in the agreement’s audit trail, ensuring transparency and traceability for both parties.
For the avoidance of doubt, Anchor acts solely as the technical facilitator of this amendment process. Responsibility for the content, legality, and enforceability of amendments and/or out of scope charges rests entirely with the users providing and receiving the services.
18. ONBOARDING PROMOTION TERMS AND DISCLAIMER. As part of a limited-time onboarding promotion (the “Promotion”), a User may be eligible to receive platform credits upon onboarding to the Anchor platform, subject to the following terms and conditions:
(a) Onboarding Fee and Agreement Execution. To qualify for the Promotion, the User must confirm their participation and onboarding with an authorized Anchor representative and execute a valid service agreement on the Anchor platform. Upon execution, the User shall pay a one-time onboarding fee in an amount mutually agreed upon in writing with the Anchor representative;
(b) Credit Issuance. Following successful payment of the onboarding fee and execution of the agreement, Anchor shall issue: (i) A platform credit in the amount equal to the onboarding fee paid by the User, and (ii) An additional promotional bonus credit equal to 50% of the paid onboarding fee, (collectively, the “Credits”). These Credits will be deposited into the User’s Anchor account and may be used solely to offset Anchor platform usage fees. Credits are non-refundable, non-transferable, and have no cash value;
(c) Credit Expiration. The Credits must be used within four (4) months from the date of agreement execution (“Credit Period”). Any unused Credits remaining after the Credit Period may be permanently removed from the User’s account at Anchor’s sole discretion, and the User shall not be entitled to any refund or compensation for the expired Credits, including the onboarding fee or the bonus promotional credit;
(d) No Cash Refunds or Deductions. Under no circumstances shall the User be entitled to receive a cash refund, offset, or deduction for the onboarding fee or the promotional bonus credit. The Credits are provided strictly as a conditional promotional benefit and must be utilized within the Anchor platform in accordance with these terms;
(e) Modification or Termination. Anchor reserves the right to modify, suspend, or terminate the Promotion or its terms at any time without prior notice, provided that such changes shall not affect Credits already issued to Users who have completed onboarding and agreement execution under the then-applicable terms; and
(f) Precedence. In the event of any conflict between these promotional terms and other terms, these promotional terms shall govern solely with respect to the Promotion.
ADDITIONAL TERMS & CONDITIONS FOR SCRATCH CARD WINNING
These terms shall apply to your use of the Anchor scratch cards. Any capitalized terms shall have the meaning defined in the applicable card.
Schedule A
Prohibited Industries
Anchor shall have the ultimate right to approve or deny Service provider in such industries upon review of any enhanced due diligence materials. Anchor may update this list from time to time in your sole discretion.
● 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.
● In addition to the above, you must comply at all times with the Stripe Prohibited and Restricted Business List, available at https://stripe.com/prohibited-businesses (or such other URL as Stripe may provide). If there is any conflict between Anchor’s Prohibited Industries and Stripe’s Prohibited and Restricted Business List, the more restrictive provision shall apply. Use of the payment services is strictly prohibited for any business or activity listed on either list.
Schedule B
Electronic Payments
Your use of the Service will include your consent and authorization for Anchor to process your payments Anchor is not a money transmitter or a money services business. Anchor’s role in providing the Service is limited to receiving and processing payment instructions between the applicable Users that are in agreement to provide respectively, a service and payments for such services.
2.1 Applicable Rules and Law. You agree that all electronic ACH transactions requested or processed in connection with your Anchor account or your use of the Service are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association, and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A. For purposes of the NACHA Rules, Anchor is a “Third Party Sender”.
For purposes of ACH debits and credits, and all electronic payments made or received through the Service, you agree and represent that you:
2.1.1 understand and agree that all payments processed through the Service are funded by an electronic withdrawal (an “ACH debit”) processed by or on behalf of Anchor through the ACH Network from the bank account of the User making payment;
2.1.2 authorize Anchor and its Service providers to initiate and process ACH debits and credits in accordance with your payment instructions and as provided under this Agreement;
2.1.3 agree to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations as the Originator under the NACHA Rules, and acknowledge that you have a copy of or access to the NACHA Rules;
2.1.4 will not originate any ACH transactions that violate the laws of the United States; and
You agree that Anchor’s ODFI may terminate or suspend this Agreement (or direct Anchor to terminate or suspend this Agreement) for breach of the NACHA Rules in a manner that permits the ODFI to comply with the NACHA Rules. You authorize the ODFI to audit your compliance with this Electronic Payments Schedule and the NACHA Rules.
2.2 Anchor or its ODFI may reject any ACH transaction at any time, either with or without cause. You have no right to cancel or amend an ACH transaction after we have initiated it. We may use commercially reasonable efforts to act on a request by you for cancellation of an entry prior to transmitting it to the ODFI. We shall have no liability if any requested cancellations or reversals are not affected.
Debits from Your account designated by you to pay (the” Payment Account”). When you use Anchor to pay a User, you are responsible for the payment amount and agree to fund the payment to Anchor. To fund the payment, you authorize Anchor to process an ACH debit from your Payment Account in the full amount of each payment requested. If there are insufficient funds in the Payment Account to fund the transaction, your transaction may not be processed. If an ACH debit from your Payment Account to fund a payment made by you through the Service is rejected or returned by your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO ANCHOR WITHIN 5 BUSINESS DAYS. You agree that we may resubmit a returned or rejected ACH debit to your Payment Account, in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that your Payment Account is enabled for ACH debits and agree to reimburse Anchor for all penalties and fees incurred if any funding ACH debit is returned because your Payment account was not properly configured to accept ACH debits. If an ACH debit processed by us from your Payment Account is rejected or returned for any reason, we reserve the right to suspend all payments from your Anchor account, or to terminate your Anchor account, all in our sole discretion.
3.1 Debits from the accounts of Your Users. When you instruct Anchor to get paid by your Users, you represent and warrant to Anchor that you have all necessary authorizations and approvals from your User for Anchor to originate an ACH debit from the User’s bank account to fund the full amount of each payment requested. You represent and warrant that your User certifies, or you have the authority to certify on behalf of your User, that the User’s bank account is enabled for ACH payments, and you agree to reimburse Anchor for all penalties and fees incurred if any funding ACH debit is returned because the User’s bank account was not properly configured to accept ACH debits. You represent and warrant that your User agrees, or you have the authority to agree on behalf of your User, that the User will not dispute any ACH debit by Anchor that funds a payment made through the Service. If an ACH debit from a User’s account to fund a payment requested by you through the Accounts Receivable Service is rejected or reversed for any reason, YOU AUTHORIZE ANCHOR TO REVERSE THE CORRESPONDING PAYMENT VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO ANCHOR WITHIN TEN (10) BUSINESS DAYS. You represent and warrant that your User agrees, or you have the authority to agree on behalf of your User, that Anchor may resubmit a rejected or reversed funding debit to the User’s account, in Anchor’s sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit, or your breach of this provision.
3.2 Returns and Maintaining Sufficient Funds. When using the Service, you understand and agree that it may take more than sixty (60) days for Anchor to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations to Anchor in connection with your Anchor account or your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if Anchor notifies you that your funds are insufficient.
3.3 Ownership of Funds Collected for Payment. In the event that Anchor processes an ACH debit to fund a payment before Anchor makes the associated payment disbursement, the funds collected through the ACH debit will be held in a bank account held for the benefit of the payor. These funds may be commingled with other funds similarly collected for purposes of making payments requested through the Service.
4.1 ACH Payments. When using the Service, if permitted by your account, your settings and this Agreement, you may choose to pay Users or be paid by Users by electronic ACH payment. ACH payments are domestic United States only. Anchor reserves the right to refuse to make any payment through the ACH Network, for any reason, in Anchor’s sole discretion.
4.2 NACHA Disclosure. Your rights and obligations concerning an ACH credit entry to the account of a User are governed by and construed in accordance with the laws of the State of New York; credit given by the ODFI to the User for the ACH credit entry is provisional until the ODFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A; and if the ODFI does not receive such payment for the credit entry, the ODFI may be entitled to a refund from the User in the amount of the credit to the User’s account, and you will not be considered to have paid the amount of the credit entry to the User. Anchor is not responsible for any penalties, interest charges, late payment fees and service fees related to any ACH credit for which the ODFI does not receive payment for the credit entry.
4.3 Credit of Returned or Cancelled Payments. If a payment requested or made through the Service is returned or cancelled, Anchor reserves the right to process an ACH credit in the amount of the payment to your Payment Account or to the User’s bank account, less any Service Fees or other amounts owed to Anchor.
