1. Introduction

This agreement (“Agreement”) provides the terms and conditions for the payment service (“Esgro Service”) that Esgro, Inc. (“we”, “us”, “our” or “Esgro”) offer. This document explains how the Esgro Service works and other important things that you need to know. They are intended to be clear and easy to read. This Agreement includes, among other things:

  • Your obligations as a user of the Esgro Service;

  • Our obligations to you;

  • The ways in which we may send you notices and disclosures;

  • Limitations on our liability to you;

  • Your agreement to arbitrate certain disputes arising under portions of this agreement (see Section 29 below); and

  • Your mutual agreement with us regarding the laws governing the services offered under this Agreement.

If you want to know anything about the terms and conditions applicable to the Esgro Service, then refer to this document first. These terms may be supplemented with terms and conditions that apply to other services we might provide, such as any terms or instructions we present to you when you use the Esgro Service. Where we do provide additional terms, these terms need to be read together with the terms governing those services, which are available at www.esgro.com/us/legal. You can request or download a copy of these terms at any time by contacting us or by clicking on the download button above.

2. Our Relationship With You

This Agreement governs your use of our secure customer website and mobile application (the “Esgro Platform”) and the Esgro Service. Although your agreement for this service is with us, you agree that we use Sila (“Payment Processor”) to send, receive and store funds. Sila is partnered with FDIC insured Evolve Bank & Trust (“Bank”) in Memphis, Tennessee. 

We reserve the right to modify the scope of the Esgro Service at any time, and to refuse to make any transaction you request. We also reserve the right to terminate this Agreement, and terminate your access to the Esgro Platform and Esgro Service, in whole or in part, at any time. By giving you access to the Esgro Platform, you agree for Esgro to create an account which purpose is to hold funds on your behalf.

3. The Payment Service We Administer

The Esgro Service enables registered users in the United States, holding a US bank account (each a “User”) to make or receive future payments to or from other Users, also located in the United States (each a “Payment Transaction”). We facilitate secure payments by allowing Users who want to pay another person in the United States (“Payment Sender”) to create a Payment Transaction that will deliver to the recipient only at a time, or upon the occurrence of a condition, determined by the Payment Sender. The Payment Sender will provide sufficient funding to pay for the requested transaction, and provide us with instructions on the time or conditions that must be met before we are to deliver that payment to the Payment Sender’s designated recipient (“Payment Recipient”).

In order to enable you to make or receive a Payment Transaction, you will need to become a User.

You acknowledge, agree, and understand that Esgro is not a party to the relationship or any dealings between Users. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for an agreement (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of agreements, (d) performing User Services, or (e) paying for agreements or User Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into an agreement with another User and for verifying any information about another User. Esgro does not make any representations about or guarantee the truth or accuracy of any User’s or User’s work; does not verify any feedback or information provided by Users about Users or Users; and does not vet or otherwise perform background checks on Users or Users. You acknowledge, agree, and understand that Esgro does not, in any way, supervise, direct, control, or evaluate Users or their work and is not responsible for any Project, Project terms or Work Product. Esgro makes no representations about and does not guarantee, and you agree not to hold Esgro responsible for, the quality, safety, or legality of the services provided by another user; the qualifications, background, or identities of Users; the ability of Users to deliver  Services; the ability of Users to pay for Services; User Content, statements or posts made by Users; or the ability or willingness of a User or User to actually complete a transaction.

You also acknowledge, agree, and understand that Users are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any  Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Esgro, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Esgro will not have any liability or obligations under or related to agreements and/or services for any acts or omissions by you or other Users; (iii) Esgro does not, in any way, supervise, direct, or control any User or User Services; does not impose quality standards or a deadline for completion of any  Services; and does not dictate the performance, methods or process Users uses to perform services; (iv) User is free to determine when and if to perform Services, including the days worked and time periods of work, and Esgro does not set or have any control over User’s pricing, work hours, work schedules, or work location, nor is Esgro involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to User for a Project; (v) User will be paid at such times and amounts as agreed with a User in a given agreement, and Esgro does not, in any way, provide or guarantee User a regular salary or any minimum, regular payment; (vi) Esgro does not provide Users with training or any equipment, labor, tools, or materials related to any agreement; and (vii) Esgro does not provide the premises at which Users will perform the work. Users are free to use subcontractors or employees to perform services and may delegate work on fixed-price contracts or by agreeing with their Users to have hourly contracts for User’s subcontractor(s) or employee(s). If a User uses subcontractors or employees, User further agrees and acknowledges that this paragraph applies to Esgro’s relationship, if any, with Users subcontractors and employees as well and User is solely responsible for Users subcontractors and employees.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, Users are free at all times to engage in such other business activities and services and are encouraged to do so.

4. Esgro Users

Only persons registered as Users may use the Esgro Service to send or receive payments. To apply to become a User, you will be required to fill out an application with us on the Esgro Platform, and be accepted by us. We reserve the right to reject applications for any reason permitted by law or for other legitimate reasons.

You will also need to create, at a minimum, a user name, password and verified US phone number and to register with us a current U.S. bank account you hold into which you will receive funds whenever you are a Payment Recipient (“Designated Account”). You will also need to review and agree to our Fee & ACH Authorization Agreement, which is incorporated by reference into this agreement.

By agreeing to these terms, and after being accepted by us, you will become a User who is able to both make Payment Transactions and also be a Payment Recipient who can receive Payment Transactions into your Designated Account via the Esgro Platform initiated by other Users.

If you want to make a Payment Transaction to a Payment Recipient or request a Payment Sender to make a Payment Transaction who is not a User, when you provide the desired Payment Sender or Payment Recipient’s details to us, we will contact them and invite them to sign up to become a User. In such instance and for this purpose, you agree that you have the right to provide us with the relevant contact information for such person so we can contact them. If the Payment Sender or Payment Recipient decline to apply, or if we and/or the Bank reject their application for any reason, the Payment Transaction will not proceed.

By applying to become a User of the Esgro Service and Esgro Platform, you represent and warrant that:

  • If an individual, you are of the legal age of majority in your jurisdiction, but in all events at least 18 years old;

  • You have full authority to apply to become a User and agree to these terms;

  • You are not an existing User, unless you are acting as a disclosed agent, as set forth below;

  • The Designated Account you provide is a US bank account, which, unless you are acting as a disclosed agent as set forth below, is held in your name and over which you exercise legal authority and control;

  • You will not be violating any laws or regulations by registering with the Bank or us, entering into or by performing any part of this Agreement, or by otherwise using the Esgro Service or Esgro Platform;

  • You are not an agent acting for an undisclosed principle or third party beneficiary. In the event that you are acting for a third party, you agree to provide us with certified copies of identification evidence of such authorizations that you have received from the third party and obtain our express approval before acting on that third party’s behalf; and

  • All information provided by you as part of your registration and use of the Esgro Service is accurate and complete as we and Payment Processor will use those details to contact you wherever required in relation to the Esgro Service. You may update your contact details at any time by logging into the Esgro Service and/or to promptly notify and update us and the Bank of any changes to such information by contacting contact@esgro.com.

Multiple registrations on the Esgro Platform for the Esgro Service are prohibited. You may register only once, and each User must maintain a separate registration. If we detect multiple active registrations for a single person, we reserve the right to merge or terminate the registrations and refuse you continued access to the Esgro Platform and all continued use of the Esgro Service without notice to you.

5. Information Authorization and Verification

Your Application to become a User may not be fulfilled if we cannot verify your identity or other necessary information. To help the government fight the funding of terrorism and money laundering activities, U.S. Federal law requires Esgro and the Bank to obtain, verify and record information that identifies each User in connection with the Esgro Service.

In addition, and in accordance with our Privacy Notice, you agree that we and our Third-Party Payment Processor reserve the right to obtain personal information about you, including without limitation, personal details (including name, address, date of birth, taxpayer ID (TIN), social security number (SSN), phone number (including mobile), email address) and other information that allows us and our third-party vendors to identify you. We may require you to provide documentation, which may include your passport, driver’s license, or other government-issued photo identification document. We may also contact you if we have additional information requirements. You further understand and agree that in accordance with the terms of our Privacy Notice, which you can find at www.esgro.com/legal, we reserve the right to use personal information about you for our everyday business purposes, such as to maintain your ability to access the Esgro Service, to authenticate you when you log in, to send you information about the Esgro Service, to perform fraud screening, to verify your identity, to perform the Esgro Service, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of Users or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Esgro Service and the content and layout of the Esgro Platform.

Additionally, we and our Payment Processor may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law and our Privacy Notice, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, audit reasons and as permitted by applicable law for everyday business purposes.

6. Designated Accounts

When you are a Payment Recipient, any funds you are entitled to receive from other Users will be paid into your Designated Account once you authorize us to do so. By providing us with your Designated Account information, you authorize us to credit payments to that account and, if necessary, to electronically debit that account to correct erroneous credits.

You may change your Designated Account by notifying us on the Esgro Platform in the manner we designate, but we may need to carry out additional checks and verifications (as set forth above in Section 5) before your new Designated Account becomes an active account that we can pay into. Until we notify you that we have completed our due diligence and have accepted your request for a new Designated Account, you agree that we may continue to pay funds to you into your existing Designated Account. You may only have one Designated Account at a time. You agree we may refuse to accept a new Designated Account for any lawful reason.

All Users are responsible for providing us with current and correct Designated Account information. If you are a participant in a Payment Transaction and you or your desired Payment Recipient have given incorrect Designated Account information or have failed to timely update your Designated Account, as described above, we will have no liability to you if you are unable to recover the funds. You agree that it is your responsibility to coordinate with any Payment Senders to ensure that any requested changes to your Designated Account are accepted by us before the Payment Sender attempts to send you a Payment Transaction.

7. Setting up an Esgro Transaction

To set up a Payment Order, you must log on to the Esgro Platform and create, authorize and authenticate an instruction form, in the manner we require. In order for you to create a valid Payment Order you will need to:

  • Provide us with details for the Payment Recipient or Payment Sender (whichever is applicable) that we require, comprising at least their full name, email address and/or mobile phone number—we may need additional information to enable us to match the desired Payment Recipient or Payment Sender (whichever is applicable) with the relevant User or to contact that person you wish to transact with to invite them to become a User;

  • Specify the amount of the Payment Transaction to be made to the Payment Recipient;

  • Specify the optional “Reserve amount” an amount that is yours to keep in the event that a cancelation or termination of service occurs.

  • Specify a long-stop date not exceeding three calendar months from the date of the Payment Order by which the Payment Transaction will be made. For a longer stop date, you will need to receive written approval by Esgro on a case by case basis. 

  • Select and/or provide a brief description of the nature and reference for the Payment Transaction;

Once you submit a Payment Order we will validate the details and, if the Payment Sender is not a User, we will take steps to invite the person to join the Esgro Platform. If the desired Payment Recipient or Payment Sender completes those steps, we will confirm that the Payment Sender should proceed to provide Payment Funding.

8. How we complete a Payment Transaction

Once we have received a valid Payment Order, the Payment Funding will be held until the time you and the other user have asked us to complete the Payment Transaction. This is upon your notice to us that specific conditions that both Users have specified are satisfied. 

At the Funds Release Time, the Payment Processor will initiate an ACH transfer to effectuate the Payment Transaction to the Designated Account of the Payment Recipient. We and the Payment Processor may, in certain circumstances, offer same day ACH processing, but additional charges will apply.

You further acknowledge and agree that neither we nor the Payment Processor is under any obligation to verify that a Payment Recipient’s account name matches their Designated Account number. You further acknowledge and agree that the financial institution holding the Payment Recipient’s Designated Account may choose not to investigate discrepancies between account names and account numbers, and that neither we nor Payment Processor has any responsibility to investigate discrepancies between account names and account numbers.

You agree that the Payment Processor and we may rely solely and completely on the Designated Account number provided by the Designated Recipient when completing a Payment Transaction.

 

We will use reasonable efforts to complete all your Payment Transactions properly. However, neither we, nor the Payment Processor nor any of its or our agents, affiliates, holding companies, subsidiaries, employees, officers, directors, service providers, or subcontractors will be liable for any of the following:

  • If, through no fault of the Payment Processor or ours, your funding source for the Funding Payment does not contain sufficient funds to complete the Payment Transaction

  • The Esgro Service or Esgro Platform is not working properly and you know or have been advised by us about the malfunction before you provide the Payment Order and Payment Funding;

  • The payment is refused as described in Section 11 below;

  • The desired Designated Recipient is not a User, fails to apply to become a User or we reject such person’s application to become a User;

  • You have not provided us with the correct or sufficient information, including but not limited to the correct Payment Recipient information or Designated Account information; or

  • Circumstances beyond our control (such as, but not limited to, fire, flood, network or system downtime, issues with the financial institution, or interference from an outside force) prevent the proper execution of the Payment Instruction, despite reasonable precautions that we have taken.

It is the responsibility of the Payment Sender and the Payment Recipient to ensure the accuracy of any information that they enter into the Esgro Service (including but not limited to the Payment Orders, Payment Funding, Designated Account information, name, telephone number and/or email addresses), and for informing us as soon as possible if they become aware that this information is inaccurate. We will make a reasonable effort to stop or recover a payment made to the wrong person or entity once informed, but we and Payment Processor do not guarantee such stoppage or recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by the Payment Sender or Payment Recipient.

9. International Transfers Prohibited

You understand and agree that the Esgro Service and Esgro Platform are designed and intended for domestic use within the United States of America only. You agree to only use the Esgro Service to conduct transfers to persons located within the United States.

10. We may refuse to complete a payment transaction

We and Payment Processor reserve the right in our sole discretion to refuse a Payment Order you place with us or we may not complete a Payment Transaction for any reason, including, but not limited to any of the following:

  • Our inability to match your Access Credentials with your Designated Account;

  • Incorrect details and information related to the Payment Recipient or the Payment Transaction;

  • An insufficient Payment Funding;

  • You or we have noticed termination of this Agreement;

  • The Payment Transaction seems unusual or you ask us to carry out any unusual transactions;

  • We reasonably suspect fraud or illegal activity or that the funds are the proceeds of illegal activity or are generated from what we regard as a high risk activity or from a recognized high risk country;

  • We reasonably suspect that you are using the Esgro Platform for any prohibited purpose described in this Agreement;

  • You have told us that your Access Credentials have been compromised;

  • You have failed either to fund the proposed Payment Transaction or have funded it with the incorrect amount;

  • The Payment Recipient is not a User or we have terminated our agreement with them;

  • We do not have details of a working or verified Designated Account for the Payment Recipient;

  • We have suspended or restricted our services to either you or the Payment Recipient;

  • We reasonably believe making the Payment Transaction would damage our or the Bank’s reputation;

  • The value of the funds subject to the Payment Transaction transferred to the Payment Processor exceeds our or the Bank’s risk appetite; or

  • Where the execution of the Payment Order would not fall within our or the Payment Processor’s accepted risk tolerance as a business and/or with our banking partners.

You can find detailed information on what circumstances might fall within the above restrictions on payments by accessing the Support section of our website. You can also find more information about permissible and lawful use of the Esgro Service by accessing our Acceptable Use Policy.

Where it is lawful for us to do so, we will notify you, (giving the reason if that is possible, and by a notification to your mobile device on which our App is loaded and by email) that the Payment Order is being refused, or that we or the Payment Processor are refusing to complete a Payment Transaction. We will tell you as soon as is practicable.

11. Returning Payment Funding to you

From time to time, we may have cause to return Payment Funding to you, including, but not limited to when:

  • You validly cancel or change a Payment Order;

  • We or the Bank determine not to complete a requested Payment Transaction;

  • The designated long-stop date has been passed(see section 7);

  • We suspend your use of the Esgro Platform or terminate you or your Payment Recipient as a User; or

  • When some or all of your Payment Funding is returned to us from the Payment Recipient in relation to a Payment Transaction which we have completed for you.

In such circumstances where we need to return Payment Funding to you, we will return such funds to the payment source where we are able, or, where we are unable to do so, we will send payment to your Designated Account subject to our legal obligations.