Client Billing Terms

Last Updated: January 2023

This Client Billing User Agreement (“User Agreement”) is entered into by and between Duda, Inc. on behalf of itself and its subsidiaries (collectively, “Duda”, “we”, “us”, “our”) and you (if you are an individual or sole proprietorship) or the legal entity you are acting on behalf of, that offers products and/services using the Duda Platform (“Company”, “You”, “Your”). This User Agreement is effective as of the date You connect to Client Billing.

This User Agreement is in addition to Duda’s Terms of Service, Developer Terms of Use, Company Contract, and Privacy Policy, which are all incorporated by reference (together, and collectively with this User Agreement, “Agreement”)

Please read this User Agreement carefully before You connect to Duda’s Client Billing, which is provided by Duda to facilitate and enable receiving payments from Your Clients (“Client Billing”).

By connecting to Client Billing You agree that:

1. You have read and agree to be bound by all the terms and conditions of the User Agreement, the Payment Processor Terms (as defined below), and any modifications described in Section 6 “Modifications” below;
2. If You are entering into the User Agreement on behalf of an entity, You have the authority to bind such entity; and
3. You have no conflict or other restriction in entering or performing this Agreement or any part thereof.

You understand that we may, at any time and without prior notice to You, suspend, restrict or disable access to Client Billing, without any liability to You or to any Clients, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). Such decisions may be based on any violations of the User Agreement or other policies incorporated herein, or even if no violation has taken place. Such decisions shall be made by Duda in Duda’s sole discretion

Duda and You may be described herein individually as a “Party” and collectively as the “Parties”.

The Parties agree, for good and valuable consideration, as follows:

1. Definitions

1. “Applicable Laws” means any law, statute, ordinance, rule, regulation, order or determination of any governmental authority applicable to the Agreement or the Client Billing Services provided hereunder, along with applicable industry standards, including, without limitation, those defined by the US Export Administration Regulations, the sanction programs of the US Office of Foreign Assets Control, and any other competent authority.
2. “Client” means Your customer or a Reseller’s customer whose Source Site is converted into, or has created a Site using the Duda Platform.
3. “Company Contract” means the terms and conditions that govern Your purchase of Duda’s products and services. Your Company Contract may consist of an order form with incorporated terms or a separately negotiated, signed Master Services Agreement.
4. “Company Information” means the information You are required to provide to Duda or the Payment Processor when You register for Client Billing Services. Such information may include Personal Information such as your name, address, phone number, tax ID, email address, bank account details, identifying information about Your business, trade names, and/or a full description of the goods and/or services You provide.
5. “Duda Platform” means Duda’s proprietary platform and related products and services designed to help Duda’s customers build and manage websites and online businesses. The Duda Platform is provided through, inter alia, the website and associated domains of www.duda.com (the “Duda Site”).
6. “Merchant Account” means the active bank account under Your control and ownership, which shall be the account to which all Transaction amounts are settled as part of Your use of the Client Billing Services.
7. " Operating Regulations " means the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any Payment Network or other payment methods enabled through Client Billing, used to process any Transaction, as any or all of the foregoing may be amended and in effect from time to time.
8. “Personal Information” means any information that: (a) can be used to identify, contact or locate a specific individual; (b) can be used in conjunction with other personal or identifying information to identify, contact or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a “cookie” or serial number; or (c) is defined as “personal information” or “personal data” by laws relating to the collection, use, storage and/or disclosure of information about an identifiable individual within the jurisdiction of that definition.
9. “Payout Amount” means the Transaction amounts deducted by applicable service fees or any other amount owed to Duda or the Payment Processor .
10. “Payment Networks” means credit card payment networks and/or digital wallets including, but not limited to, Visa, Mastercard, American Express, and/or Discover.
11. “Payment Network Regulations” means the rules, operating regulations, and terms of any card association, Payment Network, or other payment method enabled through Client Billing.
12. “Payment Processor” means the entity that will process the payment instructions that Duda will provide from the Company. The current Payment Processor is Stripe, Inc. and may be changed pursuant to Section 2.2.1 below.
13. “Payment Processor Privacy Policy” means the privacy policy designated by the applicable Payment Processor . The current Payment Processor privacy policy is located here, and may change from time to time if Payment Processor updates the terms or if Duda designates a different Payment Processor per Section 2.2.1.
14. “Payment Processor Services” means the acceptance and processing of Transactions, transaction reporting, settlement of funds and other services provided by the Payment Processor .
15. “Payment Processor Terms” mean the terms designated by the applicable Payment Processor and any terms incorporated therein. The current Payment Processor terms are located here, and may change from time to time if the Payment Processor updates the terms or if Duda designates a new Payment Processor per Section 2.2.1.
16. “Reseller” means a publisher, media company, advertising or marketing agency or any other party or agent acting pursuant to an agreement with You as a reseller or distributor of Sites.
17. “Reversed Transactions” are Transactions which have been canceled due to a dispute, refund, or reversal.
18. “Site” means a multi-device accessible, or responsive, website created from a Client’s website or a preset Duda template using the Platform.

2. Client Billing Details

1. General. Client Billing, together with the Payment Processor Services (collectively, “Client Billing Services”), enable You to connect Your Sites and Duda accounts to payment processing methods provided by the Payment Processor and/or other financial service providers or Payment Processor s, to enable You to receive payout for payments you receive from Your Clients for products and services carried out through Clients’ Sites (“Transactions”).
2. Payment Processor . The Payment Processor Services are provided by the Payment Processor, their affiliates, and the acquiring bank. In order to use the Client Billing Services, You, in addition to satisfying the other requirements detailed herein, consent to and agree to be bound by the Payment Processor Terms. Duda is not a party to the Payment Processor Terms and is not liable to You with respect to the Payment Processor Services, which are provided solely by the Payment Processor.
1. Duda may allocate different Payment Processors to certain transactions or transaction types. Duda may, subject to Applicable Law, replace the Payment Processor or use an alternate Payment Processor to accommodate a particular use case. In such event, You will receive notice of the alternate or replacement Payment Processor’s terms to the email contact information You provide, and such terms of the alternate or replacement Payment Processor shall apply unless they are rejected by You per the terms contained therein. For the purposes of this User Agreement, You will be deemed to have accepted such alternate Payment Processor terms unless you affirmatively reject them within 30 days.
3. Your Agreements. Client Billing is a platform that helps connect You with Your Clients and is separate from the Payment Processor Services. Duda is not a party to any agreement between You and Your Clients or You and the Payment Processor. All dealings are solely between the respective parties and Duda makes no representations or warranties on behalf of You, Your Clients, or the Payment Processor and will have no liability for any interactions solely between You and Your Clients or You and the Payment Processor.
4. Order of Precedence. In the event of any contradiction or inconsistency between this User Agreement, and other terms, the Payment Processor Terms shall prevail over this User Agreement.
5. Authorization. You fully authorize Duda to provide instructions to the Payment Processor regarding Transactions, request changes to the set up on Your behalf, and complete anything else necessary to enable the Client Billing Services.
1. You further authorize Duda to take appropriate action based on Transaction activity, including publishing or canceling Your Clients’ Sites, based on Transaction activity as communicated to Duda by You or the Payment Payment Processor. Duda takes no responsibility or liability for any incorrect communication from You or the Payment Payment Processor.

3. Registration & Company Information

1. Registration. Upon connecting to the Client Billing Services, You must register and provide any and all Company Information required by Duda or the Payment Processor. By registering, You authorize Duda to take any action together with the Payment Payment Processor in order for You to use the Client Billing Services. Duda or the Payment Payment Processor may require You to provide documentation to support Your Company Information such as financial statements, invoices, or licenses.
1. All Company Information and documentation You provide in connection with Client Billing Services must be complete, up to date, and accurate. You are solely and fully liable for the accuracy, consistency and completeness of the Company Information and all other information provided by You or on Your behalf in connection with Client Billing Services.
2. Your Information. Your Company Information and any other Personal Information is subject to the Payment Processor Privacy Policy, and, in the event any such information is provided to Duda, Duda’s Privacy Policy . You expressly acknowledge and agree that Duda and/or Payment Processor may share information provided by You, including Your Company Information, Personal Information, and information related to Your Transactions, to the Payment Processor and/or any affiliates, the payment method providers with which You wish to accept payments. You further authorize Duda to review any information related to Your Transactions made through Client Billing Services with any other payment provider.
1. You acknowledge that Duda may establish a limitation on the maximum period of time that Your data will be retained by us. Duda has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to Client Billing.

4. Your Obligations, Representations, and Warranties

1. You understand that You are solely responsible for the accuracy of the Merchant Account details, Transaction information, and instructions regarding Your Clients’ Transactions that You provide to Duda and/or the Payment Processor.
2. Your Merchant Account shall be subject to the Payment Processor ’s approval.
3. You represent and warrant that You will, at all times:
1. Remain a paying customer of Duda with a Company Contract in effect;
2. Provide true, complete, accurate, and valid information as requested by Duda and/or the Payment Processor in connection with Client Billing Services, and update Duda and the Payment Processor to ensure such information remains valid;
3. Comply with all Applicable Law, including all laws related to consumer transactions, eCommerce, product sales, warranties, and refunds;
4. Refrain from using the Client Billing Services for any business that is prohibited by law, included in the list of Restricted Businesses as determined by the Payment Processor, and/or restricted by Duda in Duda’s sole discretion; and
5. Use best efforts to ensure that the instructions that You provide to Duda and/or the Payment Processor regarding Transactions are accurate and complete.
4. You further warrant and represent that:
1. You and the legal entity You represent are authorized to conduct business in the jurisdictions in which You operate;
2. You are not a resident of any country embargoed by the United States, nor are You subject to any other trade sanctioning regulations;
3. You will use the Client Billing Services only for Your business and only for commercial purposes; and
4. You shall act in accordance with any applicable Operating Regulations.
5. You agree that You are the merchant of record on the Merchant Account and assume all merchant responsibilities, including those under the Operating Regulations with respect to each Transaction. You are solely responsible and liable for any and all Transactions between You and Your Clients, and for all liabilities arising from the offering of Your products and/or services, including but not limited to, all fulfillment and delivery obligations, and all claims and warranties.
6. You have sole, exclusive, and full responsibility for the relationship with Your Clients. You shall provide Your Clients with proper ways to contact You and You have the sole responsibility of handling Client complaints or issues. You shall keep Duda fully exempted from any liability with respect to the Clients and/or their products and services, , and you shall not encourage Your Clients to contact or seek redress from Duda. It is Your responsibility to ensure all Transactions are legitimate and correct, and to research and contact Clients prior to completing suspicious Transactions.
7. As between You and Duda, You are responsible and liable and shall hold Duda harmless for all charges, including fees, chargebacks, Reversed Transactions, refunds, fines, taxes or penalties arising in connection with Your use of the Client Billing Services, including any negative balance in the Merchant Account. You will be solely liable for any losses incurred by Duda or the Payment Processor as a result of any unauthorized, fraudulent, illegal, improper or erroneous use of the Client Billing Services, including any use made in breach of this User Agreement by You, Your employees, or any of Your Clients.
8. Duda will have no liability or obligation whatsoever in connection with any act or omission of the Payment Processor and/or the Payment Networks.

5. Fees & Payments

1. Your use of Client Billing is currently not subject to any additional payments or Duda (“Client Billing Fees”). You understand that Duda reserves the right to implement Client Billing Fees in the future, in accordance with Section 6 “Modifications” below.
2. You authorize Duda, the Payment Processor, and any other payment method providers that You use to enable, receive, and settle payment processing proceeds owed to You through the Client Billing Services.
3. Payout Amounts shall be transferred to the Merchant Account by the Payment Processor per the timeframe designated by the Payment Processor and are subject to the Payment Processor Terms. You understand that You are fully liable for any incorrect information regarding Your Merchant Account or incorrect instructions to Duda or the Payment Processor regarding Transactions. You shall have no claims against and agree to hold Duda harmless in the event of any losses and/or damages that You or any third party may incur due to any invalid or erroneous settlement of the Payout Amount.
4. You are solely responsible for all Transactions, including Reversed Transactions. Duda is not responsible for any Reversed Transactions, and You shall be liable for the Reversed Transaction amount and all related costs such as fines, services fees, penalties and/or expenses associated with the Reversed Transactions.
5. You are solely responsible for: (a) all taxes and fees associated with Your Transactions, including without limitation any taxes related to the purchase or sale of products or services; (b) collecting, reporting and remitting required Taxes to relevant government authorities; (c) informing your Client of required taxes, and providing them with invoices as required by applicable law; (d) monitoring distance sales thresholds in the EU and other indirect taxes (such as value-added tax or goods and services tax) and registration thresholds in the countries where you have customers or where you ship goods to or provide services to; and (e) registering for indirect taxes in countries where you are required to register. You are solely responsible for complying with all of your tax obligations under Applicable Law.
6. You authorize Duda to deduct from Your Merchant Account and/or charge any payment method we have on file for You for the amount of any Reversed Transactions or any other amount you owe Duda. Such deductions shall be viewable on the payment dashboard provided by the Payment Processor (“Payment Processor Dashboard”). Duda disclaims all liability for the accuracy or availability of the Payment Processor Dashboard.

6. Modifications

1. Client Billing, including this User Agreement, may be altered, modified or changed by Duda, from time to time, at Duda’s discretion. If any such changes meaningfully impact Your rights, Duda agrees to provide You with reasonable notice, as described below, which you agree is reasonable.
2. Duda will notify You of such change to Client Billing at least seven (7) Business Days before such modification. “Business Days” means Monday through Friday, except for holidays observed by Duda. Any of the following methods of notice (“Change Notice”) is considered sufficient notice to You of a modification to the Program or the Agreement:
1. Email notification to the email address provided during registration;
2. Notification on Duda’s website of a change notice of the User Agreement.
3. The changes will be effective seven (7) Business Days after the Change Notice is provided (unless Duda provides a longer notice period).
4. If any modification is unacceptable to You, Your sole recourse shall be to terminate the User Agreement prior to the date when the change is to take effect. Your continued participation in Client Billing following posting of a Change Notice will constitute binding acceptance of such change.

7. Term and Termination

1. Term and Termination. The User Agreement shall be effective as of the date You connect with Client Billing, and shall remain in effect until terminated: (a) by either Party upon three (3) days’ prior written notice to the other Party; or (b) as otherwise set forth herein.
2. Material Breach. In the event the User Agreement is terminated by Duda due to Your material breach, Duda may, at Duda’s discretion, terminate this Agreement and Your access to Client Billing.
3. Inactivity. If Your account remains inactive, or if Your Company Contract with Duda terminates, Duda may immediately terminate Your access to Client Billing.
4. Payment Processor Termination. If You disconnect Your Merchant Account with the Payment Processor or if Your relationship with the Payment Processor is otherwise terminated, Duda may immediately terminate this Agreement and Your access to Client Billing and all Client Billing Services shall terminate.
5. Termination Obligations. Upon termination of Client Billing for any reason, (i) You shall immediately cease Your use of Client Billing; (ii) Duda may, but is not obligated to, delete all Your information; (iv) all Client Billing Services shall terminate, including any such services connected with Your Clients Sites; and (iv) Duda will not be liable to You or Your Clients for any compensation, reimbursement or damages. Payment Processor is responsible for any Payout Amounts that are outstanding as of the date of termination. If You have not received Payout Amounts that You believe You are due, please contact the Payment Processor.
6. Survival. Any provision of the User Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration of the User Agreement and continue in full force and effect thereafter

8. Duda’s Representations and Warranties; Disclaimers

1. Duda Representations and Warranties. Duda represents and warrants that:
1. it has all necessary right, power and authority to enter into and perform the User Agreement;
2. its performance under the User Agreement does not and will not violate or cause a breach of the terms of any other agreement to which it is a party.
2. DISCLAIMER. CLIENT BILLING AND ALL RELATED INFORMATION, MATERIALS, SERVICES AND TECHNOLOGY PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF DUDA HEREUNDER ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, DUDA MAKES NO WARRANTY THAT: (A) IT WILL CONTINUE TO OPERATE CLIENT BILLING, (B) CLIENT BILLING WILL BE ACCESSIBLE WITHOUT ERROR OR INTERRUPTION; OR (C) CLIENT BILLING WILL BE FREE FROM ERRORS, DEFECTS, OR DESIGN FLAWS. FURTHER, DUDA MAKES NO REPRESENTATIONS REGARDING THE VOLUME OR ACCURACY OF PAYOUT AMOUNTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DUDA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, BY OPERATION OF LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. NEITHER DUDA, THE PAYMENT PROCESSOR, NOR ANY OTHER PARTY PROVIDING ANY PORTION OF THE CLIENT BILLING SERVICES SHALL BE RESPONSIBLE FOR ANY FAULTS, DELAYS, OR INTERRUPTIONS IN CLIENT BILLING SERVICES.

9. Indemnification

You shall defend, indemnify and hold harmless Duda, and their officers, directors, employees, agents, representatives and personnel (“Duda Indemnitees '') from and against any and all third party claims, demands, judgments, liabilities, losses, and causes of action of any third parties, and any costs (including reasonable attorneys’ fees) associated therewith, to the extent arising out of or related to the following (collectively, “Indemnified Claims”):

1. Your breach of any representation, warranty, or obligation under this User Agreement;
2. Any inaccurate, incomplete or out of date Company Information;
3. Any actions taken by Duda or its service providers in accordance with information or instructions provided by You;
4. the gross negligence or willful misconduct of You or Your employees or agents;
5. Any claim by a Client or any obligation owed to any Client by You;
6. Gross negligence, fraud, or willful misconduct on the part of You or any of Your officers, directors, employees, representatives or services providers; or
7. any claim of any infringement or misappropriation of intellectual property, privacy, publicity or other rights of any third party.
1. Duda will (at Your sole expense) reasonably cooperate to facilitate the settlement or defense of an Indemnified Claim. You are solely responsible for defending any Indemnified Claim against a Duda Indemnitee, subject to such Duda Indemnitee’s right to participate with counsel of its own choosing at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Indemnified Claims against a Duda Indemnitee; provided however, that You will not agree to any settlement that imposes any obligation or liability on a Duda Indemnitee without such Duda Indemnitee’s prior express written consent.

10. Limitation of Liability

1. EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, AND YOUR INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS:
1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USER AGREEMENT.
2. IN NO EVENT SHALL DUDA BE LIABLE TO YOU UNDER THIS USER AGREEMENT IN AN AMOUNT THAT EXCEEDS $10,000 (TEN THOUSAND DOLLARS).

11. Notices

Any notices sent pursuant to this User Agreement shall be sent to You at the contact email address listed in upon registration; and to Duda at legal@duda.co.

12. Independent Contractors

The Parties are independent contractors. Nothing contained in this User Agreement will be construed as creating any agency, partnership, or other form of joint enterprise between the Parties.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof; and exclusive jurisdiction and venue for any action arising under the Agreement shall be in the federal and state courts located in the county of Santa Clara, and both Parties hereby consent to such jurisdiction and venue for this purpose.

14. General

1. Assignment and Subcontracting. You may not assign the User Agreement, in whole or in part, or any of its rights and obligations hereunder, without the prior written consent of Duda. Duda may freely assign or subcontract any of its rights or obligations under this User Agreement.
2. No Waiver. The failure of either Party to insist upon strict performance of any of the provisions contained in the User Agreement shall not constitute a waiver of any rights contained herein, at law or in equity, or a waiver of any other provisions or subsequent default by the other Party of any of the terms or conditions in the User Agreement.
3. Severability. In the event that any provision of the Agreement, including the User Agreement, shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.