Terms of Service

1. Acceptance of Terms

1.1 Agreement to Terms

These Terms of Service (“Terms”) constitute 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 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:

Licensed law firms and attorneys in good standing with applicable state bars;
Licensed medical providers and their authorized billing representatives;
Authorized employees, agents, or representatives of such firms or practices; and
Recipients invited by law firms to receive disbursements through our recipient portals.

You represent that you have the legal authority to bind your entity to these Terms and that you are at least 18 years of age. You must be located in the United States or its territories.

1.3 Additional Agreements

Depending on your use of the Services, you may also be subject to:

Platform Services Agreement (PSA): Comprehensive agreement governing paid service tiers, required for transaction processing.
Business Associate Agreement (BAA): Required if you transmit Protected Health Information through the Platform.
Recipient Portal Terms: Separate terms governing recipients of disbursements.
Payment Partner Terms: Terms of service of our payment partners, banking institutions, and data connectivity providers (including Plaid and Modern Treasury).

In the event of conflict between these Terms and other agreements, the order of precedence is: (1) BAA (if executed, solely with respect to PHI obligations), (2) Platform Services Agreement, (3) these Terms, (4) Privacy Policy.

1.4 Modification of Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting updated Terms on our website with a new “Last Updated” date, sending email notification to your registered email address, or displaying in-platform notifications. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree, you must discontinue use of the Services.

2. Description of Services

2.1 Platform Overview

Disbo provides a software-as-a-service platform that enables law firms to manage, process, and track settlement disbursements electronically. Our Services include:

Electronic disbursement processing (ACH, RTP, wire, check);
Trust account management, reconciliation, and IOLTA compliance tools;
Medical lien tracking and resolution;
Recipient portal functionality for doctors, clients, and attorneys;
Compliance monitoring and audit trail documentation;
Multi-party payment coordination; and
Integration with practice management systems and banking infrastructure.

2.2 Software-Only Role

CRITICAL UNDERSTANDING: Disbo is strictly a software technology provider. Disbo is NOT a bank, trust company, depository institution, escrow agent, trustee, fiduciary, payment processor, money transmitter, money services business, or law firm. Disbo does not receive, hold, custody, control, or transmit funds, and has no ownership interest in Client Funds at any time. All funds movement is executed solely by regulated payment partners and banking institutions. Disbo's role is limited to providing software interfaces, recordkeeping tools, and transmitting your authorized instructions to payment partners via API.

2.3 Payment Infrastructure Partners

Disbo integrates with the following third-party service providers to deliver the Services:

Modern Treasury: Payment orchestration platform for multi-rail payment processing (ACH, RTP, wire). Modern Treasury is not a bank and does not hold funds.
Plaid: Financial data connectivity for bank account linking and verification. By using bank account linking features, you acknowledge Plaid's role and agree to Plaid's End User Privacy Policy.
Banking Partner(s): Column N.A., an FDIC-insured national bank, serves as the primary banking partner that holds funds and executes transfers.

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

2.4 Service Tiers

Free Tier: Read-only access to disbursement data within integrated Practice Management Systems; no transaction processing capabilities; basic reporting and data export.
Pay-as-You-Go: No monthly subscription fee. $5.00 per disbursement. Additional payment rail fees apply per transfer.
Professional Plan ($99/month): Monthly subscription fee. All disbursements at $5.00 each. Additional payment rail fees per transfer. Unlimited cases, advanced features including 3-way reconciliation, medical lien resolution, and audit-ready reports.
Enterprise Plan (Custom): Custom pricing for multi-office firms with 100+ cases per month. Includes custom integrations, SSO, SLA guarantee, and dedicated support.
Recipient Fees: Medical providers and other recipients pay $4.99 per deposit (Starter) or $2.99 per deposit (Professional) to receive electronic settlement payments.

2.5 Service Availability

We strive to maintain high availability for our Services. However, we do not guarantee uninterrupted or error-free service. We may perform scheduled maintenance with advance notice, suspend services for emergency maintenance or security issues, modify features or functionality, 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, including government-issued identification, professional license verification, and business entity confirmation. We may use third-party services (including Plaid) for identity verification and bank account authentication. You authorize us to perform these verifications.

3.3 Account Credentials

You are responsible for maintaining the confidentiality of all usernames, passwords, and API keys, and for all activity that occurs under your account 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, ensuring Authorized Users comply with these Terms, promptly revoking access when users leave your organization, and 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 to your account, compromised credentials, any security vulnerability or incident, or if 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

You shall not use the Services to:

Illegal Activities: Process funds related to illegal activity or criminal proceeds; violate any federal, state, or local law; engage in money laundering or terrorist financing; or process payments to sanctioned individuals, entities, or countries (OFAC violations).

Professional Violations: 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: Reverse engineer, decompile, or attempt to extract source code; use automated scripts, bots, or scrapers; attempt to gain unauthorized access; interfere with service integrity or performance; or remove proprietary notices.

Competitive Use: 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 bank account information, conduct AML/KYC/OFAC screening as required by law, maintain proper books and records, issue tax forms (1099s, etc.) as required, and comply with the Gramm-Leach-Bliley Act Safeguards Rule to the extent applicable.

5. Payment Processing

5.1 Payment Partner Role

All fund transfers are executed solely by third-party regulated payment partners and banking institutions, orchestrated through Modern Treasury's payment infrastructure. When you initiate a transaction: (1) You authorize the payment partner to debit your designated bank account; (2) The payment partner executes the transfer directly to the recipient; (3) Funds move through the banking system directly from your bank to the recipient's bank; and (4) Funds never pass through Disbo's accounts.

5.2 Payment Methods & Fees

Available payment methods include ACH transfers, Same-day ACH, Real-Time Payments (RTP), wire transfers, and check disbursements (where required). Transaction fees are charged per payment and are separate from subscription fees. Fee details are set forth in the Platform Services Agreement.

5.3 Bank Account Linking via Plaid

When you or a recipient links a bank account through the Platform, the connection is facilitated by Plaid Inc. By using the bank account linking feature, you acknowledge and agree that:

Plaid will access information from your financial institution on your behalf;
Your financial data will be handled in accordance with Plaid's End User Privacy Policy;
You can manage or revoke Plaid connections at my.plaid.com; and
Disbo will not make representations inconsistent with Plaid's privacy policy regarding the handling of your financial data.

5.4 Authorization & Finality

When you submit a transaction instruction, you authorize the payment partner to execute the transfer. The instruction is deemed final and irrevocable upon transmission. Certain payment methods (wire, RTP) are immediate and cannot be reversed. You assume all risk for errors in recipient data or payment amounts.

5.5 No Guarantee of Timing

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

5.6 Failed or Returned Transactions

If a transaction fails or is returned, return fees may apply as specified in the Platform Services Agreement. You are responsible for resolving the issue and reinitiating payment. We have no liability for failed transactions. You remain obligated to pay the intended recipient.

6. Fees & Billing

6.1 Subscription Fees

Subscription fees are charged according to your selected service tier. All fees are stated in U.S. dollars and are non-refundable except as required by law. Subscription plans renew automatically unless cancelled before the renewal date.

6.2 Transaction Fees

Transaction fees are charged for each disbursement processed through the Platform. Fees vary by payment method and are deducted from your designated operating account.

6.3 Billing Authorization

By using paid services, you authorize Disbo (via payment partners) 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), you have authority to authorize charges, and funds are available to cover all fees.

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.

7. Trust Account Compliance

7.1 IOLTA Compliance

Our 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. Disbo provides tools to assist with compliance but does not provide legal advice regarding trust account management.

7.2 Reconciliation

Our automated reconciliation features are tools to assist in 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 failures to review reconciliation reports.

7.3 Audit Support

We maintain audit trails for all transactions processed through our 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 our 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. By using the Services, 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.

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. See the Privacy Policy for details on data collection, sharing, security measures, retention, HIPAA compliance, and your privacy rights.

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 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 BUT NOT LIMITED TO 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 payment partners, banks, 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; AML/KYC/OFAC violations; tax reporting failures; HIPAA violations (if BAA 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 demands 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; after the export period, data may be deleted unless retention is required by law. Fees paid are non-refundable.

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. The arbitration shall be conducted by a single arbitrator. Each party shall bear its own attorneys' fees unless awarded otherwise. The arbitrator may award punitive damages only where required by applicable statute.

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. Your notice must include your name, entity name, and a statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

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. YOU AGREE THAT ANY 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; Bank Secrecy Act (BSA); Anti-Money Laundering (AML) laws; OFAC sanctions programs; IRS tax reporting requirements; HIPAA (where applicable); Gramm-Leach-Bliley Act; and consumer protection laws. You will screen all recipients against OFAC lists and will not use the Services to transact with sanctioned parties.

16. Recipient Portal Users

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 bank account information, and uploading documentation. You acknowledge that your payment relationship is with the law firm, not Disbo. Disbo provides software only and has no control over payment timing or disputes. Separate Recipient Portal Terms of Service may apply.

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
Mailing Address: Disbo Inc., 10850 Wilshire Blvd Suite 1010, Los Angeles, CA 90024