EFFECTIVE DATE: July 20, 2024
SECTION 10 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WONPAY HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 10 INCLUDES THE ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST WONPAY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING (EXCEPT AS SET FORTH IN SECTION 10); AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING OR PROPOSED CLASS ACTION LITIGATION.
This user agreement (“Agreement”) is between, as applicable, the WonPay entity or entities specified in the table below (“WonPay”, “we”, “us”, or “our”) and you, the individual (“you”). This Agreement applies to an individual’s use of the following WonPay products and services (“Services”) only:
● The WonPay.io Website and any consumer mobile and desktop applications we may offer (“Site Services”);
● The ability to purchase and sell through our own website or applications and
● The use of a WonPay (“Wonpay Services”).
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.
1. GENERAL.
This outlines who is bound by this Agreement and how.
1-1. By accessing the Services, you agree that you have read, understood, and accepted all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and Cookie Policy (collectively, “Supplemental Agreements”). These additional agreements are incorporated by reference to this Agreement (meaning you also agree to them). For example, if you access the WonPay.io website, create a WonPay Account, buy or sell any Digital Assets, or use the Services in any other way, you are bound to this Agreement and the Supplement Agreements.
1-2. You will see a number of capitalized terms in this Agreement. These capitalized terms have already been defined or will be defined in the sentence in which they are used or in Section 12 at the end of this Agreement
1-3. You affirm that you are at least 18 years of age and reside in a state that WonPay serves. You further affirm you have the capacity to enter into this Agreement and are not prohibited from doing so by Applicable Law.
1-4. We may change the terms of this Agreement and any Supplemental Agreement at any time without prior notice. Unless specifically indicated, otherwise, any changes will take effect immediately when you are notified or they are posted in one of our Services (such as our website or mobile or desktop applications, if applicable). Your continued use of the Services means you have read and accepted these changes.
2. ACCESSING THE SERVICES.
This outlines how you can access and use our Services.
2-1. Subject to your continued compliance with this Agreement, we grant you a revocable, limited, non-exclusive, non-transferable license to access and use the Services. We may terminate this license at any time.
2-2. In order to use some of the Services, you will need to satisfy an onboarding process, in accordance with the terms of our Compliance Program.
2-2-1. We reserve the right to require you to provide certain information and related documentation that we may specify in our sole discretion (“Onboarding Information”) in order to use our Services. For example, we may request additional information to verify your identity or source of funds. We may request personally identifiable information such as network address, name, email, residence address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations.You authorize us, directly, or through third parties, to make any inquiries we consider necessary to verify your identity and the information you provide.
2-2-2. In providing the Onboarding Information, you represent and warrant to us that the Onboarding Information is accurate and complete and you agree to immediately update such Onboarding Information in the event of any changes to your Onboarding Information at any time during the onboarding process or while you use the Services.
2-2-3. You shall comply with any request by us for any Onboarding Information or documents from you by no later than 14 days following the date of any such request (the “Onboarding Information Deadline”). You agree to update us of any changes to the information that you have provided to us during your onboarding process by no later than 10 days from the date that you became aware of the relevant change.
2-2-4. In the event that the requested Onboarding Information is not received by us, including by the Onboarding Information Deadline, we reserve the right to limit your use of the Services and/or charge you an administration fee and/or., terminate your access.
2-3. We may provide you with credentials to access some of the Services, for example your WonPay Account username. You are solely responsible for maintaining the security of your credentials. You agree that WonPay will not be held responsible for any unauthorized access to the Services, or any harm or loss resulting from any unauthorized access using your credentials.
2-4. We may use the Services to communicate with you, for example via our website or mobile applications. From time to time, we may also communicate with you using the email address or telephone number you provide us. By providing your email address and telephone number, you consent to us contacting you using those forms of communication.
2-5. Your use of any of the Services is subject to various laws, regulations, and rules of governmental or regulatory authorities applicable to you and our Services (“Applicable Law”). You agree to always comply with all Applicable Laws.
2-6. Fees and Payments
2-6-1. WonPay may charge a fee for your use of the Services or certain features of a particular Service, which will be disclosed to you prior to you agreeing to use the Service. You agree to pay any fees associated with your use of any Service or specific features. We may modify these fees at any time.
2-6-2. We may, at our discretion, use a third-party payment services provider to process your payments. Upon submitting an order, you may be directed away from the Services to a third-party website. In this event, you will be solely responsible for any actions taken on the third-party website and we shall not be liable in any way whatsoever for any damages, losses, or otherwise resulting in whole or in part from such website or provider. If you reverse a payment instruction initiated with your bank, payment services provider or equivalent or part of a transaction fails for any reason, you remain fully responsible for settling the balance and we may engage debt collectors to pursue any outstanding debt on our behalf and you will be liable for all such costs, damages and any fines or fees which we or a third-party may assess
3. GENERAL ACCOUNT OBLIGATIONS.
We outline additional details regarding your use of the Services, including what you can and can’t do with your WonPay Account.
3-1. We may enable or disable any or all of the Services, your access to such Services or close your WonPay Account in our sole discretion. We reserve the right to change, suspend or discontinue any aspect of the Services at any time, including hours of operation or availability, without notice and without liability. We may limit the number of WonPay Accounts that you may create or maintain. We may also terminate or suspend any WonPay Account that exceeds such limit, and liquidate, freeze or refund orders and funds associated with such WonPay Account. We may limit use of a WonPay Account to certain hardware devices and/or supported software and we do not guarantee that your WonPay Account will be accessible through all manufacturers of electronic devices or software developers. Access to your WonPay Account may also require certain hardware, software and security protocols, which could result in your inability to access your WonPay Account.
3-2. You may close your WonPay Account at any time and for any reason and without prior notice, however, depending on the Services available to you, we may require you to take certain additional actions in order to complete a pending transaction or provide additional information prior to closing your WonPay Account. You are solely responsible for any fees already incurred or associated with your WonPay Account, including but not limited to, any fees from the closing of your WonPay Account, whether incurred directly by you from WonPay, or incurred by WonPay on your behalf with a third party in order to complete any such action. Please note that closing your accounts may not result in the deletion of information we hold about you or your activity.
3-3. You will be able to view certain details of your account history up to a specific period of time, as determined by WonPay in our sole discretion and which may be subject to change at any time without prior notice.
3-4. Depending on the Services used by you, WonPay reserves the right, at our sole discretion, to create and maintain certain records of your activity and communications relating to your WonPay Account.
3-5. WonPay may, from time-to-time, respond to requests from third parties, courts, law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Services.
3-6. For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will close your WonPay Account.
3-7. We may terminate your WonPay Account or this Agreement at any time.
3-8. In connection with the provision of our Services, we may hold funds or other property that is owned by you. In the event that your property is deemed abandoned, in accordance with our legal obligations under unclaimed property laws, prior to escheating your property to the appropriate state or jurisdiction, we will attempt to notify you and provide you with an opportunity to retrieve your property. If, after we have escheated your property, you would like to claim your property, please contact the applicable state’s unclaimed property administrator.
4. PLACING ORDERS FOR DIGITAL ASSETS.
This outlines the process for placing orders for Digital Assets.
4-1. Process for submitting orders
4-1-1. The parties agree that WonPay is the merchant of record in connection with the purchase and sale of Digital Assets as described in this Agreement.
4-1-2. We may offer you the ability to submit offers to purchase and sell Digital Assets for fiat currency or other Digital Assets subject to the terms of this Agreement. UNLESS OTHERWISE STATED IN THE SERVICES, OR AS SET FORTH HEREIN, WHEN YOU PURCHASE OR SELL DIGITAL ASSET USING YOUR WONPAY ACCOUNT, YOU ARE PURCHASING OR SELLING DIRECTLY FROM WONPAY.
4-1-3. You must carefully enter and review all of the order details prior to submitting an offer to purchase or sell Digital Assets, including the quantity and offered price. WonPay may present you with pricing for your order. If you accept the pricing displayed, you can then accept and submit the order. If you do not accept the pricing displayed, you can choose not to proceed with the order. Once you submit your order, you are bound to the terms of that order. You may not cancel, reverse or change any order once it has been submitted.
4-1-4. Only certain payment methods are able to be linked to your WonPay Account. Please refer to your WonPay Account or our website for further information on acceptable payment methods.
4-1-5. Notwithstanding anything to the contrary, WonPay reserves the right to, in its sole discretion, suspend, delay, redirect, or cancel any transaction (including an order submitted by you and accepted by WonPay) at any time and for any reason. For example, and without limitation, we may do so if we suspect any risk of fraud, crime, breach of this Agreement, or illicit activity. If your payment is not successful, if your payment method has insufficient funds or if you reverse a payment made from funds in your bank account, you authorize WonPay, in its sole discretion, to either cancel the transaction or to debit your other Linked Payment Methods in any amount necessary to complete the transaction on its original terms. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF) or similar fees charged by your financial services provider. We reserve the right to refuse to process or to cancel or reverse any transaction in our sole discretion, even after funds have been debited from your Linked Payment Method(s),if we suspect the transaction meets any criteria set forth in this Agreement. In such instances, WonPay will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the canceled transaction.
4-1-6. You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to WonPay or our applicable third-party service provider for the duration of your business relationship, solely to help us identify you or your wireless device to prevent fraud. See our Privacy Policy for how we treat your data.
4-1-7. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE DO NOT GUARANTEE ANY ORDER YOU SUBMIT WILL BE EXECUTED OR EXECUTED AT ANY PARTICULAR TIME AND WE WILL NOT BE RESPONSIBLE WHATSOEVER FOR ANY DELAYS OR FOR ANY ORDERS THAT ARE NOT EXECUTED.
4-2. Limitations on Placing Orders. We may restrict or prohibit use of a WonPay Account, including implementing transaction limits, in certain jurisdictions including Restricted Locations, in our sole discretion. We may also update these limitations at any time with or without notice to you.
4-3. Unauthorized Orders. You agree that you are solely responsible and liable for keeping your WonPay Account safe and secure and for maintaining adequate security and control of your login and authentication details (including, but not limited to, your identity, and username). You agree you are solely responsible for any access to and use of the Services and your WonPay Accounts, notwithstanding that such access or use may have been effected without your knowledge, authority or consent. You are solely responsible for all orders that occur using your WonPay Account, including any orders and completed transactions that were not authorized by you. When an order occurs using your WonPay Account credentials, we will assume that you authorized such an order. You agree that WonPay will not be liable to you for any unauthorized orders, completed transactions or loss or damage resulting from any unauthorized access to your WonPay Account.
4-4. Fees
4-4-1. WonPay may charge fees for your use of the Services, including entering orders for Digital Assets. WonPay reserves the right to adjust its pricing and fees and any applicable waivers at any time. A schedule of the types ofWonPay fees, which may vary on a per transaction basis, can be found on our Pricing and Fees Disclosures page here. If you are referred to us via a Partner Site, you may be charged a dynamic fee as part of the transaction. We will always notify you of the pricing and fees which apply to your transaction before you authorize the transaction and in each receipt we issue to you.
4-4-2. You agree that WonPay may debit fees for orders from the total cost of your order. We charge a processing fee related to our costs associated with payment processing, which fee may vary by product and payment method, and may include an amount WonPay pays to a third party. We may also charge a dynamic network fee, related to our costs associated with asset transfer, and may vary depending on a number of factors, such as network congestion and operational costs. All fees will be available to you prior to your acceptance of any order or transaction.
4-4-3. Bank fees charged to WonPay are netted out of transfers to or from WonPay. You are responsible for paying any additional fees charged by your financial services provider. If your bank fees exceed the value of the transaction, we may reject the order.
5. Taxes.
It is your responsibility to determine what, if any, taxes apply due to your use of WonPay Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. WonPay is not responsible for determining whether taxes apply to your Digital Assets transactions or for collecting, reporting, withholding or remitting any taxes arising from any Digital Assets transactions.
6. Wallets
6-1. Third Party Wallets
6-1-1.In order to use a WonPay Account to enter orders to buy or sell Digital Assets, you must provide us with the address of one or more third-party provided digital currency wallets (a “Third Party Wallet”). You represent and warrant that you are the owner and controller of the wallet that you link to your account.
6-1-2. By providing us with the address to send purchased Digital Assets, you represent and warrant that you own and control the Third Party Wallet. Because you control your Third Party Wallet, there is no way for us to help you if you lose control over your Third Party Wallet. It is your responsibility to keep your Third Party Wallet safe from both theft and inadvertent loss. As the owner of Digital Assets in your Third Party Wallet, you bear all risk of loss of such Digital Assets.
6-2. WonPay Wallets
6-2-1. As part of our Services, you may be able to create a non-custodial digital wallet that can store and transfer certain supported Digital Assets (“WonPay Wallet”). You understand and agree that the WonPay Wallet is a non-custodial wallet.
6-2-2. In order to create a WonPay Wallet, you may be required to provide additional information including your phone number or email, and a one time password (“OTP”). You agree not to provide another person’s phone number or email address. This WonPay Wallet will be linked to your WonPay account and is controlled by you.
6-2-3. When you create a WonPay Wallet, a mnemonic phrase (aka a “seed phrase”) is created with random entropy on the user device which is then used to derive a cryptographic key pair. The resultant public/private key pair represents the WonPay Wallet and ownership of the private key is evidence of your ownership and/or possession of a specific amount of supported Digital Assets in your WonPay Wallet. The public key is visible to all participants of a blockchain’s network. This public/private key pair enables you to send and receive Digital Assets on the relevant blockchain network. The private key must be used to digitally sign transactions for any Digital Asset represented by the corresponding public key. WonPay will not store your mnemonic or private key in its database. Instead, WonPay utilizes a dedicated and secure data center from Amazon Web Services leveraging hardware security and proprietary technology to encrypt your mnemonic and automatically backup the encrypted wallet. You as the user retain control of your WonPay Wallet and private key at all times. WonPay will never request your private key. WonPay can not directly access your mnemonic or private key. Only the email or phone number associated with the WonPay Account can access the materials needed to decrypt the encrypted backup. This encrypted backup is only ever decrypted on your local device and is never sent or stored anywhere on the WonPay servers. You may choose to backup and export your mnemonic at any time. You may also request that WonPay delete any encrypted backup of your mnemonic. Please note that if you do export your mnemonic, you are solely responsible for the security of your wallet and WonPay can not be liable for any lost or stolen data.
6-2-4. Once authenticated you may initiate any wallet related transaction using the Services at any time. WonPay does not sign messages on your behalf or control the wallet on your behalf. Once authenticated you, the user can initiate any relevant blockchain transaction. WonPay has no duty to inquire into or investigate the validity or accuracy of any transaction, though it may, at its sole discretion, inquire into or investigate such transactions.
6-2-5. WonPay has no ability to access your mnemonic or any other raw private key information. We cannot unilaterally initiate a transfer of Digital Assets or otherwise access Digital Assets in your WonPay Wallet.
6-2-6. We are not your brokers, intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions in connection with a WonPay Wallet or our Services. We are not responsible for any activities that you engage in when using your WonPay Wallet, and you should understand the risks associated with Digital Assets described in this Agreement.
7. Security accountability
You are solely responsible for maintaining the security of your private keys and your Third Party Wallet and your WonPay Wallet (collectively, the “Wallets”). You acknowledge and agree, without prejudice to any other terms in this Agreement, that you bear all of the risk of any loss of access to your Wallets and any Digital Asset contained in your Wallets. WonPay is not liable for fluctuations in the fiat currency value of Digital Assets in your Wallets. You are solely responsible for any and all transfer initiations that are initiated through such Wallets and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any transfer initiations. If you lose your keys to your Wallet, you may lose access to your Wallet and any Digital Assets contained in your Wallet.
8. PROHIBITED USE.
This outlines some of the things you cannot use the Services for.
8-1. You may not use your WonPay Account or any of the Services to engage in the following categories of activity (“Prohibited Use”):
8-2. Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where WonPay conducts business which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information.
8-3. Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the WonPay Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the WonPay Site, other WonPay Accounts, computer systems or networks connected to the WonPay Site, through password mining or any other means; use WonPay Account information of another party to access or use the WonPay Site, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user’s WonPay Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of WonPay.
8-4. Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any WonPay Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the WonPay Site about others, including without limitation email addresses, without proper consent.
8-5. Fraud: Activity which operates to defraud WonPay, WonPay users, or any other person; provide any false, inaccurate, or misleading information to WonPay.
8-6. Unlawful Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are unlawful.
8-7. Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of WonPay intellectual property, name, or logo, including use of WonPay trade or service marks, without express consent from WonPay or in a manner that otherwise harms WonPay or the WonPay brand; any action that implies an untrue endorsement by or affiliation with WonPay.
8-8. Forbidden Activity: Transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law.
8-9. Unacceptable Activity: Transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler’s checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption.
9. REPRESENTATIONS AND WARRANTIES.
This outlines the representations you are making to us.
9-1. We endeavor to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. We cannot and provide no guarantee whatsoever to the timeliness, accuracy or completeness of any information (whether pricing, exchange rate or otherwise) provided in connection with any Digital Asset or your holding or trading of or in the same. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility and you assume all liability for any such decisions or actions.
9-2. WONPAY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY WonPay ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, (A) REGARDING THE CONTENTS OF THE SERVICES, INFORMATION AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES, ANY HYPERLINKS TO THIRD PARTY WEBSITES, OR THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE SERVICES, OR ANY WEBSITE LINKED TO THE SERVICES (B) THAT ACCESS TO THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT WonPay MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT WonPay’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF WonPay OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
10. INDEMNIFICATION AND LIMITATIONS OF LIABILITY.
This outlines the responsibility and liability between us.
10-1. You agree to indemnify and hold harmless WonPay, its affiliates, subsidiaries, directors, managers, members, officers, employees, and other customers, from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to your or any other person’s use of your credentials or WonPay Account in connection with: (a) use of the Services; (b) breach of this Agreement or any other agreement or policy; (c) false, incomplete, or misleading information relied upon by us to verify your identity and source of funds, where applicable; (d) violation of any Applicable Law; or (e) violation of any rights of any other person or entity; provided however, that you shall not indemnify WonPay for claims or losses arising out of WonPay’s gross negligence or willful misconduct as determined by final order of a court of competent jurisdiction. This indemnity shall apply to your successors and assigns and shall survive any termination or cancellation of this Agreement.
10-2. Limitation of Liability
10-2-1. WonPay shall not be liable to you or anyone else for any loss caused in whole or part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from the negligence of WonPay or contingencies beyond its control in procuring, compiling, interpreting, computing, reporting, or delivering the Services thereon or the information therein. In no event will WonPay be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of the Services or the information therein.
10-2-2. IN NO EVENT SHALL WONPAY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR MORE THAN THE LOWER OF (I) THE VALUE OF THE DIGITAL ASSET AT ISSUE AND (II) $20,000 USD
10-2-3. IN NO EVENT SHALL WONPAY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF WonPay HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU BASED ON YOUR JURISDICTION OR THE GOVERNING LAW.
10-2-4. UNDER NO CIRCUMSTANCES SHALL WE BE REQUIRED TO DELIVER TO YOU ANY DIGITAL ASSETS AS DAMAGES, OR SHALL YOU BE ENTITLED TO SPECIFIC PERFORMANCE OR ANY OTHER SIMILAR REMEDY. YOU AND WE AGREE THAT ANY CALCULATIONS OF DAMAGES BASED IN ANY WAY ON THE VALUE OF DIGITAL ASSETS SHALL BE BASED ON THE LOWEST VALUE OF THE DIGITAL ASSETS DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
10-2-5. WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH VIRUSES, NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (B) THE CHANGE IN VALUE OF ANY CRYPTOCURRENCY; (C) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (D) FORCE MAJEURE EVENT (INCLUDING BUT NOT LIMITED TO (I) ACTS OF GOD, NATURE, COURT OR GOVERNMENT; (II) FAILURE OR INTERRUPTION IN PUBLIC OR PRIVATE TELECOMMUNICATION NETWORKS, COMMUNICATION CHANNELS OR INFORMATION SYSTEMS; (III) ACTS OR OMISSIONS OF ACTS OF A PARTY FOR WHOM WonPay IS NOT RESPONSIBLE; (IV) DELAY, FAILURE, OR INTERRUPTION IN, OR UNAVAILABILITY OF, THIRD PARTY SERVICES AND SITES
10-2-6. THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
10-2-7. Any and all of our indemnities and warranties (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth in this Agreement. Nothing in this Agreement excludes or limits liability which may not be limited or excluded under Applicable Law.
11. GENERAL PROVISIONS.
This outlines general and miscellaneous terms that apply to your use of the Services.
11-1. In connection with using the Services, you access or view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content. We have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
11-2. Unless otherwise indicated by us, the Services and any other material or content provided by WonPay, and all intellectual property rights therein, are the property of WonPay or our licensors or suppliers. We do not give any implied license for the use of the contents of the Services. You accept and acknowledge that the material and content contained in or delivered by the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Services as set forth in this Agreement. Any rights not expressly granted in this Agreement to use the materials contained on or through the Services are reserved by WonPay in full.
11-3. If you provide any suggestions, ideas, feedback, or recommendations to us regarding the Services (“Feedback”), we may use this Feedback for any purpose and without any obligation to you. By providing us with Feedback, you give us a worldwide, perpetual, irrevocable, transferable, sublicensable, fully-paid and royalty-free license to use and exploit in any manner any and all Feedback. By submitting Feedback, you waive any legal or other rights to the fullest extent permitted under law. In responding to Feedback, we shall use commercially reasonable efforts to supply email-based support services, but cannot guarantee immediate responses, especially during times of high volume.
11-4. While using our Services, you may obtain or otherwise become aware of Confidential Information about us. You may only use this Confidential Information as necessary to exercise your rights or perform your obligations in this Agreement. You agree to hold the Confidential Information in strict confidence, and to take reasonable steps to protect this Confidential Information from being accessed by unauthorized individuals, entities or other third-parties. You agree to not copy or reverse engineer, or remove any proprietary markings from any Confidential Information. You may share our Confidential Information with legal, governmental or regulatory authorities only if required by Applicable Law to do so, provided you will notify us of the request, if Applicable Law allows it.
11-5. A party’s failure or delay to enforce, or partially enforce, any provision of this Agreement shall not be construed as a waiver of any rights.
11-6. In no event shall a party be considered in breach of this Agreement to the extent the party’s obligations are prevented or delayed, directly or indirectly, by a Force Majeure Event, and the party’s period of time for performance shall be extended until such event has ended.
11-7. In the event that any provision of this Agreement is unenforceable under Applicable Law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
11-8. This Agreement shall be binding on your successors, heirs, personal representatives, and assignees. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent of WonPay, which may be withheld at WonPay’s sole discretion. We may assign rights or delegate duties under this Agreement at our sole discretion.
11-9. You and WonPay are independent contractors for the purposes of this Agreement. Nothing in this Agreement shall create any partnership, joint venture, agency, or consultancy.
11-10. This Agreement, along with the Supplemental Agreements, constitute the entire agreement among the parties with respect to the subject matter described in this Agreement and shall.
11-11. This Agreement and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the country/region of WONPAY’s.
12. DISPUTE RESOLUTION.
This outlines how disputes are handled between us. THIS SECTION 12 OF THIS AGREEMENT WILL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.” Please read this Section 12 carefully. It requires that any and all claims between you and WonPay be resolved by binding arbitration or in small claims court and, to the extent permitted by applicable law, prevents you from pursuing a class action or similar proceeding in any forum. If you are outside the United States, and attempt to bring a claim in one of those countries, arbitration is required for determination of the threshold issue of whether this Section 10 applies to you, as well as all other threshold determinations, including residency, arbitrability, venue, and applicable law. If your country of residence does not enforce arbitration agreements, the mandatory pre-arbitration dispute resolution and notification and prohibition on class actions or representative proceedings provided below still apply to the extent enforceable by law.
12-1. Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of this Agreement. You agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services, to any advertising or marketing communications regarding WonPay or the Services, to any products or services sold or distributed through the Services that you received, or to any aspect of your relationship or transactions with WonPay, will be resolved by binding arbitration, rather than in court, except as otherwise required by law or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or WonPay may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or WonPay may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual. You may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
12-2. CASES HAVE BEEN FILED AGAINST WonPay—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES.
12-3. IF YOU AGREE TO ARBITRATION WITH WonPay, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST WonPay IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
12-4. Informal Resolution. You and WonPay agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and WonPay therefore agree that, before either you or WonPay demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement.
Wonpay is an open-source project supported by the Commons foundation, working together for a sustainable human community.
Wonpay is an open-source project supported by the Commons foundation, working together for a sustainable human community.