1. Acceptance of Terms

1.1 Agreement to Terms

These Terms of Service (“Terms”) are a legally binding agreement between Disbo Inc. (“Disbo,” “we,” “us,” or “our”) and the law firm, medical practice, or legal entity accessing or using the Disbo platform (“you,” “your,” or “Client”). By clicking to accept, creating an account, accessing the Platform, or using any of our Services, you agree to be bound by these Terms and our Privacy Policy.

1.2 Who May Use the Services

The Services are intended solely for: (a) licensed law firms and attorneys in good standing with applicable state bars; (b) licensed medical providers and their authorized billing representatives; (c) authorized employees, agents, or representatives of such firms or practices; and (d) recipients invited by law firms to receive disbursements through our recipient portals. You represent that you have legal authority to bind your entity to these Terms and are at least 18 years of age. You must be located in the United States or its territories. The Services are offered only in the United States.

1.3 Additional Agreements

Depending on your use of the Services, you may also be subject to: the Platform Services Agreement (PSA); a Business Associate Agreement (BAA) if you transmit Protected Health Information; the Recipient Portal Terms of Service; and the terms of our payment infrastructure partners disclosed to you during onboarding (including Plaid and Modern Treasury). In the event of conflict, the order of precedence is: (1) BAA (solely as to PHI obligations), (2) PSA, (3) these Terms, (4) Privacy Policy.

1.4 Consent to Electronic Records and Signatures (E-SIGN)

By accepting these Terms, you consent to receive all agreements, disclosures, notices, tax documents, and other communications from Disbo electronically, and you agree that your electronic acceptance (including checkbox acceptance and in-platform confirmations) constitutes a valid signature under the federal E-SIGN Act and applicable state law (including UETA). You may withdraw this consent by closing your account, and may request paper copies of legally required records at support@disbo.com. To receive electronic records you must maintain a valid email address and a device and browser capable of accessing the Platform and viewing PDF documents.

1.5 Modification of Terms

We may modify these Terms. For material changes, we will notify you by email and in-platform notice at least thirty (30) days before the changes take effect, and we will require you to affirmatively re-accept the updated Terms before initiating new disbursements after the effective date. For non-material changes, continued use after posting constitutes acceptance. Each version of these Terms you accept is recorded with a timestamp and version number.

2. Description of Services

2.1 Platform Overview

Disbo provides a software platform that enables law firms to manage, initiate, and track settlement disbursements electronically. Our Services include: electronic disbursement processing across ACH, Same-Day ACH, RTP, wire, and check rails; trust account management, three-way reconciliation, and IOLTA compliance tools; medical lien tracking and resolution; recipient portals for medical providers, clients, and attorneys; compliance monitoring and audit-trail documentation; multi-party payment coordination; and integrations with practice management systems and banking infrastructure.

2.2 Disbo's Role; Custody of Funds

IMPORTANT: Disbo is a software technology provider. Disbo is not a bank, trust company, depository institution, escrow agent, trustee, fiduciary, or law firm, and Disbo does not provide legal, tax, or accounting advice.

All funds are held and all transfers are executed by our FDIC-insured banking partner(s), identified to you during onboarding and in the Platform (“Banking Partner”). Disbursements are processed through one or more accounts established at the Banking Partner for the benefit of platform users. Disbo does not own the funds in these accounts, has no equitable or beneficial interest in them, and has no discretionary control over them: funds move only pursuant to payment instructions you authorize through the Platform, which Disbo transmits to the Banking Partner via our payment orchestration provider. Funds in transit remain the property of the sending Client and/or the intended recipient at all times.

2.3 Payment Infrastructure Partners

Modern Treasury: Payment orchestration platform through which Disbo transmits your payment instructions to the Banking Partner. Modern Treasury is not a bank and does not hold funds.
Plaid: Financial data connectivity for bank account linking, verification, and identity verification. By using bank account linking, you acknowledge Plaid's role and agree to Plaid's End User Privacy Policy.
Banking Partner(s): One or more FDIC-insured depository institutions that hold funds and execute transfers, as identified during onboarding and in the Platform.
Check fulfillment: Where a physical check is required, printing and mailing is performed by a third-party fulfillment provider on the Banking Partner's rails.

Your use of the Services constitutes your agreement to be bound by the applicable terms of these partners as disclosed to you.

2.4 Fees and Service Tiers

Current pricing is published at disbo.com/pricing, which is incorporated into these Terms. As of the Last Updated date: there is no monthly subscription fee; senders pay $5.00 per disbursement; and recipients pay $5.00 per deposit received electronically. Additional per-transfer payment rail fees, if any, are disclosed before you confirm a payment. We may introduce new fees, subscription tiers, or optional paid services in the future: changes to transaction fees will be published at disbo.com/pricing and take effect on thirty (30) days' notice under Section 6.6, and any new subscription or recurring fee will apply to you only after its price and renewal terms are disclosed and you affirmatively enroll in accordance with Section 6.1. Nothing in these Terms obligates Disbo to maintain any particular pricing.

2.5 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted or error-free service. We may perform scheduled maintenance with advance notice, suspend the Services for emergency maintenance or security issues, modify features, or discontinue features with reasonable notice.

3. Account Registration & Security

3.1 Account Creation

To access the Services, you must provide accurate and complete registration information; designate authorized users with appropriate roles and permissions; provide state bar license numbers or medical license numbers and jurisdictional information; verify your identity and professional credentials as requested; and keep your account information updated.

3.2 Identity Verification

We require identity verification for all users. Verification is performed by third-party providers (including Plaid for identity verification and bank account authentication, and Modern Treasury for KYB/KYC and sanctions screening). You authorize us and our providers to perform these verifications and to share verification results between them as necessary to provide the Services. Disbo does not retain copies of government-issued identification documents; see the Privacy Policy for details.

3.3 Account Credentials

You are responsible for maintaining the confidentiality of all usernames, passwords, and API keys, and for all activity under your credentials. We strongly recommend enabling multi-factor authentication for all authorized users.

3.4 Authorized Users

You may grant access to employees, agents, or contractors (“Authorized Users”) who require access to perform their job functions. You are fully responsible for all actions taken by Authorized Users, for ensuring they comply with these Terms, for promptly revoking access when users leave your organization, and for training users on proper platform use and security practices.

3.5 Unauthorized Access

You must immediately notify us at support@disbo.com if you suspect unauthorized access, compromised credentials, any security incident, or that an Authorized User has exceeded their authority. You remain liable for all transactions initiated prior to our receipt of notice and implementation of access restrictions.

4. Permitted Use & Restrictions

4.1 Permitted Uses

You may use the Services only for managing disbursements related to legitimate legal matters; processing payments to verified recipients with proper authorization; maintaining records for compliance and regulatory purposes; and other lawful purposes consistent with legal practice.

4.2 Prohibited Uses

Illegal activities. You shall not use the Services to process funds related to illegal activity or criminal proceeds; violate any law; engage in money laundering or terrorist financing; or process payments to sanctioned individuals, entities, or countries.

Professional violations. You shall not use the Services to violate state bar rules, IOLTA regulations, or professional responsibility obligations; commingle client funds inappropriately; engage in prohibited fee-splitting arrangements; or process disputed funds or funds subject to known litigation holds.

Platform misuse. You shall not reverse engineer, decompile, or attempt to extract source code; use automated scripts, bots, or scrapers; attempt unauthorized access; interfere with service integrity; or remove proprietary notices.

Competitive use. You shall not use the Services to build a competing product; share access credentials with competitors; or resell, sublicense, or timeshare the Services without written permission.

4.3 Compliance Obligations

You represent, warrant, and covenant that you will comply with all IOLTA and trust account regulations; satisfy all liens and third-party claims before disbursing funds; obtain all necessary consents and court approvals; verify recipient identities and payment details; maintain proper books and records; issue tax forms (including 1099s) as required; and comply with the Gramm-Leach-Bliley Act Safeguards Rule to the extent applicable to you.

5. Payment Processing

5.1 How Payments Work

When you initiate a disbursement: (1) you authorize the Banking Partner, via instructions transmitted by Disbo through Modern Treasury, to debit your designated account; (2) funds are credited to an account held at the Banking Partner for the benefit of platform users, where they are held only for the period necessary to complete processing; and (3) the Banking Partner disburses the funds to the recipient's designated account or by check. Disbo transmits instructions only; the Banking Partner executes all transfers and at no time does Disbo take ownership of, or exercise discretionary control over, your funds or your recipients' funds.

5.2 ACH Authorization

By linking a bank account and initiating a disbursement, you authorize Disbo, acting through Modern Treasury and the Banking Partner, to originate ACH debit and credit entries to your designated account(s) in the amounts and on the dates you instruct, and to originate correcting entries for errors. This authorization remains in effect until you revoke it by removing the linked account or providing written notice to support@disbo.com in time to afford a reasonable opportunity to act. You agree to be bound by the Nacha Operating Rules, represent that you are authorized to grant this authorization for each linked account, and agree that ACH transactions to and from your accounts comply with U.S. law.

5.3 Payment Methods & Fees

Available payment methods include ACH, Same-Day ACH, Real-Time Payments (RTP), wire transfers, and check disbursements (where required). Transaction fees are charged per payment and are separate from any subscription fees. Fee amounts are disclosed at disbo.com/pricing and before you confirm each payment.

5.4 Bank Account Linking via Plaid

Bank account connections are facilitated by Plaid Inc. By using the linking feature you acknowledge that Plaid will access information from your financial institution on your behalf; that your financial data will be handled in accordance with Plaid's End User Privacy Policy; and that you can manage or revoke Plaid connections at my.plaid.com.

5.5 Authorization & Finality

When you submit a transaction instruction, you authorize its execution. The instruction is deemed final and irrevocable upon transmission. Certain payment methods (wire, RTP) are immediate and cannot be reversed. You are solely responsible for the accuracy of recipient data and payment amounts, and you assume all risk of loss arising from errors in the instructions you submit.

5.6 No Guarantee of Timing

Payment timing estimates are for convenience only and are not guaranteed. We have no control over Banking Partner processing speeds, banking holidays, recipient bank processing times, or holds imposed by financial institutions.

5.7 Failed or Returned Transactions

If a transaction fails or is returned, return fees may apply as disclosed at disbo.com/pricing. You are responsible for resolving the issue and reinitiating payment, and you remain obligated to pay the intended recipient. Returned funds are credited back through the same flow described in Section 5.1.

6. Fees & Billing

6.1 Subscription Fees and Automatic Renewal

If you enroll in a paid subscription tier, the subscription fee, billing frequency, and renewal terms will be clearly disclosed before you enroll, and you must affirmatively consent to those terms. Subscriptions renew automatically at the end of each billing period until cancelled. You may cancel at any time through your account settings — cancellation is available online through a mechanism at least as easy to use as the method you used to enroll — and cancellation takes effect at the end of the current billing period. We will send a renewal reminder as required by applicable law. All fees are stated in U.S. dollars and are non-refundable except as required by law.

6.2 Transaction Fees

Transaction fees are charged for each disbursement processed through the Platform and are deducted from or charged to your designated operating account.

6.3 Billing Authorization

By using paid services, you authorize Disbo (via the Banking Partner) to charge your designated operating account for all fees due. You represent and warrant that the designated billing account is an operating account (NOT a trust/IOLTA account), that you have authority to authorize charges, and that funds are available to cover all fees. Disbo will never debit fees from a trust or IOLTA account.

6.4 Failed Payments

If payment fails or your account becomes past due, we may suspend or terminate your access. Late payment fees of 1.5% per month (or the maximum permitted by law, whichever is less) may apply. You remain obligated to pay all outstanding amounts.

6.5 Taxes

You are responsible for all applicable taxes associated with your use of the Services, excluding taxes based on Disbo's net income.

6.6 Fee Changes

We may change fees with thirty (30) days' advance written notice. Continued use of paid services after fee changes constitutes acceptance; for subscription tiers, fee increases apply beginning with your next renewal after notice.

7. Trust Account Compliance

7.1 IOLTA Compliance

The Platform is designed to support compliance with Interest on Lawyers' Trust Accounts (IOLTA) requirements. However, you are solely responsible for ensuring your trust account practices comply with your jurisdiction's rules of professional conduct, and you retain ultimate accountability for the safekeeping of client funds. Disbo provides tools that reduce the events that trigger discipline and produce audit evidence, but Disbo does not provide legal advice regarding trust account management.

7.2 Reconciliation

Automated reconciliation features are tools to assist your compliance obligations. You must review and verify all reconciliation reports. Disbo is not responsible for discrepancies resulting from incorrect data entry, unauthorized transactions, or your failure to review reconciliation reports.

7.3 Audit Support

We maintain immutable audit trails for all transactions processed through the Platform. These records are available for download and can be provided to regulators upon your authorization. We will cooperate with regulatory audits affecting your use of the Services upon reasonable notice.

8. Intellectual Property

8.1 Disbo's Ownership

Disbo retains all right, title, and interest in the Platform, all software, code, technology, documentation, the Disbo name, logos, trademarks, and all improvements, modifications, and derivative works.

8.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during the term of your subscription.

8.3 Your Data

You retain all ownership rights in data you input into the Platform. You grant Disbo a limited license to use your data solely to provide the Services, improve the Platform, and create anonymized, aggregated data for analytics and benchmarking that cannot identify you, your clients, or your matters.

8.4 Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant Disbo a perpetual, irrevocable, worldwide, royalty-free license to use and commercialize such feedback without compensation or attribution.

9. Data Privacy & Protection

Our collection, use, and disclosure of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

10. Warranties & Disclaimers

10.1 Your Representations

You represent, warrant, and covenant that: you are duly licensed to practice law or medicine in all relevant jurisdictions; you are in good standing with applicable regulatory bodies; you have authority to enter into these Terms; your use of the Services complies with all applicable laws; all transaction data is accurate and complete; no funds are subject to undisclosed liens; no funds derive from illegal activity; no payments are directed to sanctioned persons; and you will not misrepresent Disbo's role or status.

10.2 Disbo's Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISBO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND COMPLIANCE. For Clients who have executed a Platform Services Agreement, the representations and warranties in that Agreement supersede this disclaimer to the extent of any conflict.

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISBO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO DISBO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000).

11.2 Exclusion of Consequential Damages

DISBO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, REGULATORY FINES, OR COST OF SUBSTITUTE SERVICES.

11.3 No Liability for Third Parties

Disbo shall have no liability for acts or omissions of the Banking Partner, Modern Treasury, Plaid, or recipient financial institutions; payment processing delays or failures; errors in data you provide; disputes regarding fund ownership or distribution; your failure to satisfy liens; or your violation of IOLTA rules or professional ethics.

11.4 Exceptions

The limitations in this section do not apply to liability arising from (a) our gross negligence or willful misconduct, (b) death or personal injury caused by our negligence, or (c) our obligations under applicable data protection laws.

11.5 Claims Period

Any claim arising under these Terms must be brought within one (1) year of the date the cause of action accrued, to the extent permitted by applicable law.

12. Indemnification

You agree to defend, indemnify, and hold harmless Disbo, its officers, directors, employees, agents, and affiliates from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: your breach of these Terms; your violation of any law or professional responsibility rule; your negligence, fraud, or willful misconduct; disputes regarding fund ownership or distribution; unauthorized or erroneous transactions; your failure to satisfy liens; incorrect recipient data; IOLTA violations; tax reporting failures; HIPAA violations (if a BAA was not executed when required); third-party claims; or data breaches caused by your failure to protect credentials.

13. Term & Termination

13.1 Term

These Terms are effective when you create an account and remain in effect until terminated.

13.2 Termination by Either Party

Either party may terminate these Terms with thirty (30) days' written notice. You must complete or cancel all pending disbursements before termination.

13.3 Termination for Cause

Disbo may immediately suspend or terminate your access without notice if you breach these Terms, fail to pay fees when due, a payment partner or the Banking Partner requires suspension, we suspect fraud or illegal activity, your professional license is suspended or revoked, you become insolvent, or we are required to do so by law.

13.4 Effect of Termination

Upon termination: your license to use the Platform terminates immediately; you must cease all use; all outstanding fees become immediately due; you have thirty (30) days to export your data; and after the export period, data may be deleted unless retention is required by law. Fees paid are non-refundable. Any funds in transit at termination will be completed or returned by the Banking Partner in accordance with Section 5.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

14.2 Informal Resolution

Before initiating arbitration, the complaining party must attempt to resolve the dispute informally for thirty (30) days by contacting the other party.

14.3 Binding Arbitration

Except as provided below, any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by JAMS in Los Angeles, California, under the JAMS Streamlined Arbitration Rules, before a single arbitrator. Each party bears its own attorneys' fees unless awarded otherwise. You may opt out of this arbitration agreement by sending written notice to support@disbo.com within thirty (30) days of first accepting these Terms, including your name, entity name, and a statement that you wish to opt out. Opting out does not affect any other provision.

14.4 Exceptions

Exceptions to arbitration include claims for injunctive relief to protect intellectual property, claims to compel arbitration, and small claims court actions.

14.5 Waiver of Jury Trial and Class Action

TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.6 Venue

For any disputes not subject to arbitration, you consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles County, California.

15. Compliance with Laws

You shall comply with all applicable federal, state, and local laws, including state bar rules and medical licensing requirements; IOLTA regulations; the Bank Secrecy Act; anti-money-laundering laws; OFAC sanctions programs; IRS tax reporting requirements; HIPAA (where applicable); the Gramm-Leach-Bliley Act; and consumer protection laws. Sanctions and watchlist screening of senders and recipients is performed through our payment infrastructure partners as part of onboarding and transaction processing; you agree not to attempt to transact with any sanctioned party and to provide information reasonably requested to complete screening.

16. Recipients; Agent-of-Payee Appointment

If you are a recipient invited by a law firm (including medical providers, clients, and referring attorneys), your access is limited to viewing disbursements, providing payment account information, and uploading documentation, and the Recipient Portal Terms of Service also apply to you.

Agent-of-payee appointment. By registering to receive payments through the Platform, each recipient appoints Disbo (acting through the Banking Partner) as its limited agent for the purpose of receiving payments on the recipient's behalf from paying law firms. Receipt of funds by Disbo's Banking Partner on the recipient's behalf constitutes receipt of payment by the recipient, and satisfies the paying law firm's payment obligation to the recipient in the amount received, even if the funds are not subsequently delivered to the recipient. This appointment is limited to payment receipt and does not create any other agency, fiduciary, or partnership relationship.

Recipients acknowledge that their underlying payment relationship is with the paying law firm, not Disbo, and that Disbo has no control over whether or when a law firm initiates payment.

17. Force Majeure

Disbo shall not be liable for any delay or failure to perform resulting from causes beyond reasonable control, including acts of God, war, terrorism, government actions, labor disputes, internet or telecommunications failures, banking network failures, pandemics, or cyber attacks.

18. Miscellaneous

Entire Agreement: These Terms, together with the Privacy Policy, Platform Services Agreement, and any executed BAA, constitute the entire agreement.
Assignment: You may not assign these Terms without prior written consent. We may freely assign.
Severability: If any provision is held invalid, the remaining provisions remain in effect.
Waiver: Failure to enforce any provision does not constitute a waiver.
Independent Contractors: The parties are independent contractors. Except as expressly stated herein, this Agreement does not create any third-party beneficiary rights.
Notices: To Disbo at support@disbo.com or Disbo Inc., 10850 Wilshire Blvd Suite 1010, Los Angeles, CA 90024. To you at your registered email address.
Interpretation: Headings are for convenience only. “Including” means “including but not limited to.” These Terms are drafted in English.

19. Contact Information

All inquiries: support@disbo.com · Privacy inquiries: privacy@disbo.com · Disbo Inc., 10850 Wilshire Blvd Suite 1010, Los Angeles, CA 90024.