Wafi BIVE Terms of Service

These Wafi Terms of Service (“TOS”) are a legal agreement between you and Wafi, Inc. (“Wafi”) and its subsidiaries and govern your use of Wafi’s services, including mobile applications, websites, software, cloud-based solutions, hardware, and other products and services (collectively, the “Services”).

By using any of the Services, you agree to these Terms of Service and our Privacy Policy, the terms of which are included in these Terms of Service. If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms, and that business accepts these Terms. Please read all of our Terms carefully and review our Privacy Policy separately to make sure you understand our practices.

‍

1. Overview

‍

1.1 ‍Wafi obtains Personal Data about you from multiple sources depending on how you access our Services. “You” may be a visitor to one of our Sites or mobile applications (“Visitor”), or an end user of our Services (“User”or “Wafi User''), or a merchant who uses Wafi to verify identity (“Merchant”). As a Merchant, your agreement with your customers should explain how you share personal data with Wafi for the purpose of verifying identity (“Customer” or “Customers”).

‍

1.2 As part of the registration process, Merchant and its Customers may be asked to provide usernames and passwords for account registration. Wafi reserves the right to refuse registration of, or cancel, usernames or passwords it deems inappropriate. Users, Merchant and its Customers shall keep its and their respective usernames and passwords confidential, and Merchants will be responsible for all actions taken under a Customer’s account.

‍

1.3 During the use of the Services, Merchant may submit data to be processed by the Services (“Input”), and receive content generated and provided back to Merchant by the Services based on the Input. AI and machine learning technology may be utilized to generate such content (“AI Content”). AI Content leverages data provided by Merchant (Merchant Data) that is owned by Merchant or Merchant is authorized to share with Wafi. Merchant is solely responsible for any 1.4 Input, including the accuracy, quality, appropriateness, and legality thereof, and will ensure that its Input and use of the Services does not (i) violate any applicable law; (ii) violate our terms of service; or (iii) infringe, violate, or misappropriate the rights of Wafi or any third party. Wafi does not permit its third-party providers (the “Providers”) of the Services to use data provided by Merchant or Users to train their AI models.

2. Restrictions

2.1 Merchant will not, directly or indirectly:

(i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services;
(ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Wafi or authorized within the Services);
(iii) sell, resell, rent or lease the Services or otherwise make the Services available to anyone other than Users,
(iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
(v) remove any proprietary notices or labels from the Services,
(vi) use the Services for the purpose of monitoring their availability or for any other benchmarking or competitive purposes;
(vii) use the Services to transmit or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs;
(viii) interfere with or disrupt the integrity or performance of the Services;
(ix) attempt to gain unauthorized access to the Services or their related systems or networks;
(x) copy, frame or mirror the Services;
(xi) access the Services in order to build a competitive product or service or copy any features, functions or graphics of the Services; or
(xii) access or use the Services (A) to develop machine learning models or similar technology; (B) to mislead any person that Output from the Services was solely human-generated; (C) in a manner that violates any technical documentation, usage guidelines, or other terms and conditions; (D) in violation of applicable law; or (E) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, data privacy right, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data).

‍

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Documentation and any software included in the Services are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

‍

‍3. Using Our Services

3.1 You agree that any information you provide to Wafi is accurate and complete at the time you provided the information and you agree to update the information frequently to ensure it remains accurate at all times. If you fail to update the information, we may suspend or terminate your Wafi account or Services. You authorize us to share this information with our Payment Providers and other third parties in accordance with our Privacy Policy.

‍

3.2 You may only use Wafi Services for lawful purposes at all times. You must comply with all applicable local, state and federal laws, regulations, guidance and rules. In the event that you are using your Account for any activity we determine to be high risk or to expose us or other Merchants or Users to an unacceptable level of risk, we may suspend or terminate your Account. In addition to the above, if we discover or suspect that you are using your Account for any illegal or fraudulent purpose, we may share your information with any government or regulatory authority, financial institution, payment provider, or law enforcement agency we deem necessary to fulfill our obligations to comply with applicable laws.

‍

3.3 If you are a business entity (includes sole proprietors, non-profit organizations, Limited Liability Corporations and other registered business types) using our Services, you attest that you are using our Services for a legitimate business purpose, you are authorized to provide the information to Wafi, and at least one member of your Account is an authorized business representative who is able to bind the business to our TOS.

‍

3.4 If Wafi makes access to any APIs available as part of the Services, Wafi reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Wafi may monitor Merchant's usage of such APIs and limit the number of calls or requests Merchant may make if Wafi believes that Merchant's usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on Wafi).

‍

4. Credits

4.1 This section describes the terms and conditions that apply to any credits that you obtain and/or use in connection with the Service. Merchants are required to purchase credits which they will then use to pay for the Services (“Credit” or “Credits”).

4.2 Credits that you purchase will be posted to your Account. Credits are not cash and are only intended to be used to purchase Wafi Services. If you have unused credits and wish to terminate your account at any time, Wafi in its sole discretion may offer you a refund to the payment method you used to make the payment. Credits have no monetary value and if the Service is canceled or discontinued, the Credit immediately expires. You acknowledge and agree that regardless of terminology used, Credits are also subject to the terms of this Agreement and any additional Merchant terms.

4.3 Notwithstanding anything to the contrary herein, by participating in Wafi’s credit program or otherwise obtaining and/or using any Credits, you release Wafi, its respective advertising and promotion agencies, and the respective parent companies, subsidiaries, affiliates, partners, agents, representatives, successors, assigns, employees, officers, and directors of the foregoing from any and all liability for any loss, harm, damages, cost or expense, including, without limitation, property damages, personal injury and/or death, arising out of or in any way connected to Wafi’s Credits program or the use of any Credits.

5. Dormant Accounts

5.1 If you have credits that have become dormant for a period of 5 years in a Wafi Account and you do not give us instructions on what you intend to do with them, we may be required by Law to deem the credits to be abandoned by you and include them as earned revenue. To the extent required by Law, we will attempt to provide you Notice if we hold credits in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the credits in your Wafi Account to be abandoned, and will deem them as earned revenue.

‍

6. Compliance and Verification

6.1 In order to use our Services, we need to verify your identity and your business identity. To do this we may ask you to provide your legal name, business name, address, business address, email address, phone number, date of birth, taxpayer identification (EIN for businesses and SSN for individuals), and in some cases a form of identification (Government issued identification for individuals and Articles of Incorporation or other company formation documents for businesses) or other identifying documents.

6.2 You must be at least 18 years old to use our Services. If you are between the ages of 13 and 18, an authorized legal or business representative who is at least 18 years old is required in order to use our Services. For individuals using our Services, we may need to verify your identity, using some or all of the information or additional information other than those listed above.

‍

6.3 USA Patriot Act Notice: Important information about procedures for opening a new account under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to collect, verify, and store information that identifies each person who uses its Services. What this means for you is that when you create a Wafi Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask you to provide a form of identification with your photograph or other identifying documents.

7. Security

7.1 Wafi will never ask you for your Wafi Account login credentials. Do not share your login credentials with anyone. Wafi uses One-Time Password (OTP) technology, delivered to you via email or SMS, as an extra layer of security to protect your Wafi account, Wafi will never ask you for your OTP code. Do not share your OTP code with anyone.

‍

7.2 You are solely responsible for keeping your login credentials and OTP secret and away from bad actors. You are responsible for all activities that take place in your Wafi account whether or not it is authorized by you.

‍

7.3 If you are accessing Wafi Services via API, it is your responsibility to keep your account API Secret and Tokens secret and away from bad actors. You are responsible for all activities that take place with your unique API access credentials whether or not it is authorized by you.

8. Support and Complaint

A. Support: Wafi will provide you with general support for issues related to your Wafi Account and your use of our Services. The support includes materials, documentation and helpful articles and other pages provided to you on our website. If you have any questions or need help with any of our Services, start by reviewing the documentation and materials provided on our website and app and if you still have questions after reviewing them, contact us at support@wafi.cash.

‍

B. Complaint: Merchants are solely responsible for providing support and responding to complaints from Customers who transact with them. Merchants must respond in a timely manner and fully resolve complaints raised by Customers related to their products and services and business activities.

‍

8.3 Customers can contact Wafi at help@wafi.cash if they are unable to resolve issues directly with Merchants or if they are unable to get in touch with a Merchant to deliver a complaint or for any other reason. In such a case, Wafi will promptly document the complaint, resolve it where possible or pass it on to the relevant Merchant for resolution. Merchants should resolve Customer complaints within 15 business days. Failure to resolve Customer complaints in a timely manner can result in the suspension or termination of your Wafi Account.

9. Termination

9.1 You may stop using the Services at any time. You may terminate this agreement by notifying Wafi that you wish to close your account. Wafi may close your account or terminate your Services at any time, for any reason, by notifying you. Wafi reserves the right to update or terminate the Wafi Service at any time, for any reason.

10. Trademark and Intellectual Property

10. 1 Wafi respects the trademark and intellectual property rights of others and asks that you do the same. Wafi is the sole owner of the Wafi name, logo, image, icon and any other representation of Wafi that exists. Wafi is the owner of all rights, interest, and title in and to the intellectual property in the Wafi Platform and any Wafi documentation (including without limitation any patents, copyrights, rights of publicity, trademarks, logos, designs, trade dress, and trade secrets). All rights in the Wafi intellectual property not expressly granted to you in this TOS are reserved.

You must not and must not allow any third party to use your Wafi Account and the Wafi Services to:

claim or register any Wafi intellectual property on your behalf or on behalf of others
import or export any portion of the Wafi Platform to a person or country in violation of export control laws
copy, reproduce, post, transmit, resell or distribute the Wafi-Enabled Services or any content or data obtained through the Wafi Services or our website
access or attempt to access non-public Wafi information
hack or develop workarounds to any technical limitations placed on your Wafi Account by Wafi or Wafi’s client
reverse engineer the Wafi Platform or any component of the Wafi Services
engage in any activity that would interfere with or affect Wafi’s ability to provide the Services, including sending an unreasonably large number of requests in quick succession to the Service
attempt any of the foregoing.

10.2 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that (i) is marked or designated as “confidential” or “proprietary” at the time of disclosure by the Disclosing Party, or (ii) by its nature or content is reasonably distinguishable as confidential or proprietary to the Receiving Party (hereinafter referred to as “Confidential Information”). Confidential Information of Wafi includes non-public information regarding features, functionality and performance of the Services. Confidential Information of Merchant includes the documents, data and information provided by Merchant to Wafi to enable the provision of the Services (“Merchant Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information; provided that the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, officers, directors, advisors and subcontractors who have a need to know such information in order for the Receiving Party to carry out its obligations and exercise its rights under this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than by a breach of this Agreement; or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party without any confidentiality obligation, or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. In addition, the confidentiality obligations set forth in this Section 3 shall not apply where the Receiving Party discloses the Disclosing Party’s Confidential Information pursuant to the order or legal requirement of a court, administrative agency, or other governmental body; provided, however, that the Receiving Party shall provide prompt notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure unless prohibited by such order or requirement or otherwise by applicable law; and provided, further, that if the Disclosing Party fails to obtain a protective order or other appropriate remedy, the Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

‍

10.3 Merchant shall own all right, title and interest in and to the Merchant Data. Merchant hereby grants to Wafi the worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable right and license to use, copy, translate, transmit, display, modify, reproduce, distribute, perform, publish, analyze, and create derivatives of Merchant Data solely to provide, support, enhance, develop and improve the Services (including for training algorithmic models). Merchant represents and warrants that Merchant has all necessary rights in Merchant Data to grant the foregoing license to Wafi. Wafi shall own and retain all right, title and interest in and to (a) the Services; (b) any software, applications, inventions or other technology developed in connection with implementation or support services; (c) all improvements, enhancements or modifications to the foregoing; (d) all intellectual property rights related to the foregoing; and (e) Third-Party Data, and any information or data generated by the Services about Merchant’s use or operation of the Services (excluding Merchant Data). Merchant shall ensure that it has provided all legally required notices and received all legally required consents to provide Merchant Data to Wafi.

‍

10.4 Notwithstanding anything to the contrary set forth in this Agreement, Wafi shall have the right to collect and analyze (i) Merchant Data and data derived therefrom, along with any data provided by Merchant to Wafi regarding decisions made by Merchant as a result of its use of the Services (all of the foregoing being collectively referred to as “Training Data”); and (ii) data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (“Analytics Data”). Wafi will be free to (a) use such Training Data and Analytics Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Wafi offerings (including for training models), and (b) publicly disclose Analytics Data (but not Training Data) solely in aggregate or other de-identified form for marketing purposes.

‍

10.5 Merchant hereby grants to Wafi a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Merchant (including its Users) relating to the operation of the Services (“Feedback”). For the sake of clarity, Merchant and its Customers are not required to provide Feedback to Wafi.

‍

10.6 Wafi will implement and maintain appropriate administrative, physical, and technical safeguards, in accordance with industry practice, that are designed to protect security, confidentiality and integrity of Merchant Data. Wafi shall engage a third party to perform a SOC 2 Type II or an ISO 27001 standard audit on at least an annual basis and will provide Merchant with audit certificates related thereto upon request.

‍

10.7 Unless the parties agree otherwise in writing, Merchant may not include in any Merchant Data any information that is subject to (a) the Payment Card Industry Data Security Standards, (b) the Health Insurance Portability and Accountability Act of 1996’s requirements for business associates or (c) any sensitive personal information (i.e., sensitive Merchant Data like race or ethnic origin, religion, political affiliations, sexual orientation, criminal history, and trade union or association memberships) or special categories of personal information as such terms are defined by applicable data privacy laws.

‍

10.8 Wafi may use subprocessors in connection with providing the Services to Merchant. Where Merchant Data includes personally identifiable information, Wafi may share such information in accordance with the Privacy Policy or in any data processing addendum executed by the parties.

11. Binding Arbitration

11.1 You, Wafi, our Providers, our Partners (the “Parties”) agree that any past, present, or future dispute, claim or controversy relating in any way to your Wafi Account or use of the Wafi Services, or any other relationship or transaction between you and us, will be resolved by binding arbitration as discussed below, and not through litigation in any court. Such disputes are called “Claims” for purposes of this agreement. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST WAFI. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

11.2 Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is initiated, you or Wafi agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Wafi should be sent by mail to Wai, Inc., Attn: Arbitration Provision, 7088 N Mariposa Court, Dublin, CA 94568. Any Notice sent to you will be sent to the address on file for your account. The Notice must:

include your name and account number
provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible
set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages.

11.3 Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state courts in the City and County of Dublin, Alameda California, or federal court for the Northern District of California, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

11.4 Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

11.5 Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except you and Wafi will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

11.6 Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in Dublin, California, or at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

11.7 Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Wafi also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.

11.8 Opt Out. You may reject this provision, in which case only a court may be used to resolve any dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create a Wafi account or we first provide you with the right to reject this provision.

11.9 The Opt Out must be mailed to Wafi, Inc., Attn: Arbitration Provision, 7088 N Mariposa Court, Dublin, CA 9568. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the Terms, Additional Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.

11.10 Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of Dublin, Alameda California, or federal court for the Northern District of California.

12. Indemnity

12.1 Wafi will defend Merchant, and its officers, directors and employees (collectively with Merchant, the “Merchant Indemnitees”), from and against any third-party claim, demand, suit or proceeding (a “Claim”) (i) arising out of any breach of Section 3 by Wafi that results in the misuse or unauthorized disclosure of Merchant Data; or (ii) alleging that the use of the Services as permitted hereunder infringes or misappropriates any United States intellectual property right. Wafi shall indemnify and hold harmless the Merchant Indemnitees from any and against any damages and costs (including reasonable attorney’s fees) awarded against Merchant, or agreed in settlement by Wafi, resulting from a Claim, provided that Merchant notifies Wafi of any and all Claims for which Merchant seeks indemnification under this Section 7.1 and gives the Wafi reasonable assistance and the opportunity to assume sole control over defense and settlement thereof (provided that Wafi may not settle any Claim without Merchant’s prior written approval unless such settlement releases Merchant of all liability). Wafi’s obligations under this Section 7.1 do not apply with respect to (a) portions or components of the Services (1) not supplied by Wafi; (2) made in whole or in part in accordance with Merchant specifications; (3) that are modified after delivery by Wafi without Wafi’s authorization; or (4) combined with other products, processes or materials in a manner not contemplated by the Documentation where the alleged infringement relates to such combination, or (b) where Merchant’s use of the Services is in violation of this Agreement. If, due to a Claim under part (ii) of this paragraph, the Services are held by a court of competent jurisdiction to be, or are reasonably believed by Wafi to be, infringing, Wafi may, at its option and expense (A) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (B) obtain for Merchant a license to continue using the Services; or (C) if neither of the foregoing is commercially practicable, terminate this Agreement and Merchant’s rights hereunder and provide Merchant a refund of any prepaid, unused Fees for the Services.

‍

12.2 Merchant will defend Wafi and its officers, directors and employees (collectively with Wafi, the “Wafi Indemnitees”), from and against any Claim (i) related to Merchant’s breach of Sections 2.1, 2.3 or 3.6; or (ii) alleging that the use of Merchant Data as permitted hereunder infringes or misappraises any United States intellectual property right or violates the privacy or other rights of a third party. Merchant shall indemnify and hold harmless the Wafi Indemnitees from and against any damages and costs (including reasonably attorney’s fees) awarded against Wafi, or agree in settlement by Merchant, resulting from a Claim, provided that Wafi notifies Merchant of any and all Claims for which Wafi seeks indemnification under this Section 7.2 and gives Merchant reasonable assistance and the opportunity to assume sole control over defense and settlement thereof (provided that Merchant may not settle any Claim without Wafi’s prior written approval unless such settlement releases Wafi of all liability). Merchant’s obligations under this Section 7.2 do not apply with respect to any use of Merchant Data by Wafi that is in violation of this Agreement.‍

‍

12.3 THIS SECTION 7 STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION 7.

‍

13. Limitation of Liability

13.1 IN NO EVENT WILL WAFI BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, WAFI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL WAFI BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR WAFI ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF WAFI IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WAFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14. Governing Law

14.1 These Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.

15. Third Party Services and Links to Other Businesses

15.1 The Services may integrate with and receive information from third-party sources, services, software, applications, and platforms that provide data that are used in conjunction with the Input data to obtain Output (“Third-Party Data”). Wafi is not responsible for the accuracy, completeness, or suitability of any Third-Party Data. Merchant acknowledges that it is Merchant’s responsibility to ensure that its use of Third-Party Data complies with applicable law. Any Third-Party Data is provided “as-is” and without warranty. Where applicable, the Service Descriptions may include additional terms and conditions specific to a Third-Party Service.

15.2 The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Wafi. Such third party websites are not governed by these Terms of Service. You and/or your Customers access any such website or platform at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s or platform’s own terms, rules and policies.

16. No Warranties

16.1 YOUR WAFI ACCOUNT AND THE WAFI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE WAFI SERVICES IS AT YOUR OWN RISK. WAFI, OUR PAYMENT PROVIDERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER WAFI NOR OUR PAYMENT PROVIDERS HAS CONTROL OF, OR LIABILITY FOR, ANY ACTS OR OMISSIONS OF OR SERVICES OR GOODS OFFERED BY THE WAFI USER OR MERCHANT WHO PROVIDES YOU ACCESS TO THE SERVICES. NEITHER WAFI NOR OUR PAYMENT PROVIDERS REPRESENTS OR WARRANTS THAT YOUR WAFI ACCOUNT OR THE WAFI SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAFI WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER WAFI NOR OUR PAYMENT PROVIDERS SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

17. Assignment

17.1 These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

18. Force Majeure

18.1 You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Wafi may suspend your Wafi Account and the Wafi Services.

‍

19. Miscellaneous

19.1 Wafi may use Merchant’s name, logo, and/or other identifying indicia in Wafi’s advertising, marketing, and/or promotional materials, solely to identify that Merchant is a Merchant of Wafi. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein; provided, however, that Wafi may amend, or modify the Service Level Terms, Support Terms or Service Descriptions at any time by providing notice to Merchant (email or in-Service notification being sufficient). Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination by Merchant, Wafi shall refund to Merchant any prepaid fees covering the remainder of the Term after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing, addressed to the party’s address set forth in the applicable Order Form (or such other address that a party gives notice of in accordance with this paragraph) and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Merchant will send a copy of any notice given hereunder to legal@wafi.cash.