EFFECTIVE DATE: MAY 1, 2023

Walletly, inc. - Terms of Service

These Terms of Service constitute a legally binding agreement between you and Walletly, Inc. (together with its subsidiaries and affiliates, “Walletly, Inc.”, “Walletly”, “we,” “our” or “us”) governing your use of our products, services, information, contents and tools, mobile application (the “App”), and website (the “Site” and collectively with the foregoing, the “Services”).

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, VISITING THE SITE, ACCESSING OR USING THE SERVICES, OR PARTICIPATING IN AN ELECTRONIC CONVERSATION FACILITATED BY THE SERVICES (ANY SUCH PARTICIPANT, A “CONVERSATION PARTICIPANT”), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms of Service apply to all users of the Services, including without limitation browsers, vendors, customers, merchants, consumers, content contributors, Business Owners (as defined below) and Agencies (as defined below). These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.

Any personal data you submit to us or which we collect about you is governed by our Data Protection Addendum (“DPA”), available at www.Walletly.com/legal/dpa, and Privacy Policy (“Privacy Policy”), available at www.Walletly.com/legal/privacy. You acknowledge that by using the Services, you have reviewed the Privacy Policy and the DPA. The Privacy Policy and DPA are incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND Walletly CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 19). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

Table of Contents

1. Our Services

2. Account, Password, Security, and Phone Use

3. Agencies and Business Owners

4. User Generated Content

5. Communication by Text Message or Email

6. Communication with Walletly and its Clients

7. Prohibited Uses

8. Representations and Warranties; Compliance with Laws

9. Mobile App Updates and Upgrades

10. Billing and Payment

11. Termination and Suspension

12. Links to Third-Party Websites; Optional Third-Party Tools

13. Optional Walletly-Provided Tools

14. Ownership and Intellectual Property Rights

15. Copyright Complaints and Copyright Agent

16. Confidential Information

17. Disclaimer of Warranties

18. Indemnification

19. Dispute Resolution – Arbitration & Class Action Waiver

20. Governing Law

21. No Agency; No Employment

22. General Provisions

23. Changes to this Agreement and the Services

24. No Rights of Third Parties

25. Notices and Consent to Receive Notices Electronically

26. Contacting Us

1. Our Services

We provide a platform that enables businesses and individuals to create automated chat flows that they can deploy across a wide range of messaging services, social media and other third-party platforms.

If you purchase or use our Services, you’re doing so through Walletly, and such purchase and use is subject to this Agreement; provided, that if you’ve entered into a separate agreement or order form with us governing the purchase or use of our Services, such separate agreement or order form will govern in the event of a conflict with this Agreement.

2. Account, Password, Security, and Phone Use

You must register with Walletly and create an account to use the Services (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, phone number and email address, which may be provided by linking certain services, including without limitation Instagram, Facebook, WhatsApp or Telegram, to your Account. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any login and password provided by you or given to you by Walletly for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Users are responsible for the content users upload to their Account and use of any user’s Account, and Walletly expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Walletly immediately.

The person signing up for the Services will be the contracting party (“Account Representative”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Representative in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Representative. As the Account Representative, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. If you are an Agency (as defined below) using our Services to provide services to a Business Owner (as defined below), please read Section 3 below.

By providing your phone number and email address and by using the Services, you hereby affirmatively consent to Walletly’s use of your phone number for calls and recurring texts (including with an autodialer and/or prerecorded voice) and your email address in order to (i) perform and improve upon the Services, (ii) facilitate the carrying out of our Services, and (iii) provide you with information and reminders regarding your registration, changes and updates, service outages, or alterations. These calls and messages may include, among other things, push notifications and other reminders delivered through our App. Walletly will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving calls or messages from us by modifying your Account settings on the Site or the App, by stating that you no longer wish to receive calls or messages from us during any call with us, or by visiting https://Walletly.com/support and specifying you want to opt-out of calls or messages. You understand that we may send you a message confirming any opt-out by you.

3. Agencies and Business Owners

A “Business Owner” is any individual or entity that uses Walletly’s Services to market, support, develop, or otherwise commercialize their business, services, or products. An “Agency” is any service provider retained or hired by a Business Owner to create and/or manage a Walletly account and use the Services on the Business Owner’s behalf. An Agency is not required for a Business Owner to use the Services.

Notwithstanding the foregoing in Section 2, if you are an Agency using our Services to provide services to a Business Owner, you (i) agree to correctly identify such Business Owner as an administrator on the Account and, if applicable, on the applicable Facebook page, Instagram page, WhatsApp page, Telegram page and on any other applicable page on any other applicable platform, and (ii) confirm you are authorized to use the Services and the Account on behalf of the Business Owner.

The Business Owner shall be the sole and exclusive account representative of any Account created on its behalf by an Agency; provided that the Agency shall maintain its rights and interests in and to all designs, templates, flows, sequences, or other intellectual property associated with the chatbot automation work product created by such Agency for the Business Owner (such work product, the “Agency Content”).

In the event of a termination of the relationship between a Business Owner and its Agency, the Business Owner will promptly notify Walletly of such termination.

Following the transfer of an Account from an Agency to the Business Owner, the Business Owner shall be solely responsible for the payment of any subscription plans and/or fees due with respect to the Account.

4. User Generated Content

“User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you or any Conversation Participant provide, submit, upload, publish, or make otherwise available to the Services and our users. You are solely responsible for your and your Conversation Participants’ User Generated Content, and we act merely as a passive conduit for your online distribution and publication of User Generated Content. You acknowledge and agree that Walletly:

• Is not involved in the creation or development of User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Cannot be liable for claims arising out of or relating to User Generated Content.
• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Services at its sole discretion.

You hereby represent and warrant to Walletly that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Walletly or purport that you are authorized to act as a representative or agent of Walletly; and (viii) will not create liability for Walletly or cause Walletly to lose (in whole or in part) the services of its ISPs or other suppliers.

By making available any User Generated Content through the Services, you hereby grant to Walletly a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the Services. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content.

5. Communication by Text Message or Email

If you would like to communicate with your users via text message or email, you hereby agree to the following Compliance and Indemnity Terms (“CIT”). You are required to use the Services in full compliance with all applicable laws and regulations, including without limitation, all state, provincial and federal laws specifically including but not limited to the Telephone Consumer Protection Act of the United States, as amended (“TCPA”); the Personal Information Protection and Electronic Documents Act of Canada (“PIPEDA”), and any substantially similar provincial privacy laws; and Canada’s Anti-Spam Law, (“CASL”), all as may be amended (the TCPA, PIPEDA and CASL are collectively referred to as the “Electronic Messaging Laws”). By making any use of the Services, you expressly warrant that you are and shall continue to act in full compliance with the law.

You agree that you have read and understand the Electronic Messaging Laws and any similar state or provincial/territorial laws, and all other applicable laws and regulations. You understand that in some cases, applicable state and local restrictions are more restrictive than the federal rules. You should review these rules with your own legal counsel to ensure that you understand and comply. Walletly will not assume responsibility for ensuring that your activities meet applicable legal requirements. Walletly will not assume any liability if you are ever held guilty or found liable for any violation of law, rule or regulation. Notwithstanding the foregoing, you acknowledge that Walletly has and is taking active steps to help support the compliance of its customers, including by having you agree to these Terms of Service.

You understand and acknowledge that it is generally a violation of federal law, including the TCPA, to contact a consumer by phone, text or email without prior express written consent. Walletly is not responsible for ensuring that you do not transmit messages to consumers, including by telephone or email in violation of the consent rules.

You understand and acknowledge that it is generally a violation of the federal law of Canada, including CASL, to contact a consumer by text message, phone, electronic messaging, or email without prior express written consent. You will not contact any individual through the Services or about the Services unless you have established consent to do so in accordance with the applicable law. You will provide proof of such consents or opt-ins, the messages you have sent, and your implementation of unsubscribe requests to us upon our request. You will include all content required under the applicable laws in your messages, including your name, mailing address, email, telephone or web address, and the ability to unsubscribe. You will not send any messages to any individual using the Services if the individual has opted out or withdrawn their consent, including if they have replied “STOP”, or similar, to one of your previous messages. You, not Walletly, are solely responsible for the content of your messages, and its compliance with all applicable law. You acknowledge and agree that Walletly acts solely as a service provider to allow the sending of your messages, but that you exercise control over the message content and destination and must ensure your messages comply with all applicable laws.

Walletly is not responsible for ensuring that you do not transmit messages to consumers, including by text message, telephone or email in violation of the consent rules.

You agree to indemnify, defend and hold harmless Walletly, along with its owners, members, directors, officers, agents, employees, contractors, consultants and vendors from and against any and all claims, suits, fines, costs, expenses, judgments and fees, including reasonable attorney’s fees, court costs and expenses, arising out of a claim alleging any violation by you of the law, or alleging facts that would constitute a breach of your warranties or obligations contained in these Terms of Service, including this CIT. You will promptly indemnify, defend or settle, any such third-party claim, demand, lawsuit, investigation or proceeding brought against Walletly. Walletly will:

• promptly notify you of such claim;
• provide you with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and
• give you control and authority over the defense and settlement of such claim, subject to Walletly’s approval of any such settlement, which approval will not be unreasonably withheld.

6. Communication with Walletly and its Clients

You verify that any contact information provided to Walletly and its clients, including, but not limited to, your email address and phone number, is true and accurate. You further verify that you are the telephone or email subscriber and/or that you own any telephone numbers and/or email addresses that you provide to Walletly and its clients. You acknowledge that by voluntarily providing your telephone numbers and/or email addresses to Walletly and its clients, you expressly agree to be contacted at the telephone numbers and/or email addresses you provide. You consent to receive emails, text messages, pre-recorded voice messages and/or autodialed calls by or on behalf of Walletly and its clients relating to this agreement, any transaction with Walletly and its clients, matters related to your account, and promotions from Walletly and its clients. These communications may be made by or on behalf of Walletly and its clients, even if your phone number is registered on any state, provincial, territorial or federal Do Not Call list. You acknowledge that you may incur a charge for these texts or calls by your telephone carrier and that Walletly and its clients will not be responsible for these charges.

7. Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Services:

1. for any unlawful purpose;
2. to conduct any unlawful acts or solicit others to perform or participate in any unlawful acts;
3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
4. to use the Services for any purpose or in any manner that infringes upon or violates the rights, including but not limited to intellectual property rights, of us or any third party;
5. to harass, abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate, discriminate in any way, including, but not limited to, discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability, or otherwise violate the legal rights (such as of privacy or publicity) of any other users or visitors of the Services or staff members of Walletly;
6. to submit false or misleading information;
7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet;
8. for any obscene or immoral purpose;
9. to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet;
10. to interfere with or carry out any activity that threatens the performance, security, or proper functioning of the Services;
11. to attempt to compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
12. to attempt to access unauthorized Accounts or to collect or track the personal information of others;
13. to abuse any trial offerings with respect to the Services;
14. to abuse any rebate offerings with respect to the Services;
15. in any way which violates the policies of Facebook, Instagram, WhatsApp, Telegram, or any other platform with which Walletly does business;
16. to copy, distribute, or disclose any part of the Services in any medium other than as allowed by the Services and these Terms of Service;
17. to use any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services;
18. to transmit spam, chain letters, or other unsolicited email or attempt to phish, pharm, pretext, spider, crawl, or scrape;
19. to impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide, or attempt to hide your identity;
20. to attempt to decipher, decompile, disassemble, or reverse engineer any of the software or algorithms used to provide the Services; or
21. to encourage or enable any other individual to do any of the foregoing.

We reserve the right to terminate your use of the Services or any related website for violating any of the prohibited uses.

You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services:

1. access, tamper with, or use non-public areas of the Services or Walletly’s computer systems;
2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
3. access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Walletly and third-party integrations authorized by us (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Walletly (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file and is limited to publicly-accessible parts of the Services only, but scraping the Services without the prior consent of Walletly is expressly prohibited);
4. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or
5. interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services.

We preserve the right to limit access to the platform for users whose actions result in degrading the experience of other platform users, Walletly’s employees, affiliates, or partners or the employees, affiliates, or partners of any other platform, including without limitation, Facebook, Instagram, WhatsApp and Telegram.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to

1. satisfy any applicable law, regulation, legal process or governmental request,
2. enforce the Terms, including investigation of potential violations hereof,
3. detect, prevent, or otherwise address fraud, security or technical issues,
4. respond to user support requests, or
5. protect the rights, property or safety of Walletly, its users and the public. Walletly does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.

8. Representations and Warranties; Compliance with Laws

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, (ii) you will act professionally and responsibly in your interactions with other users, and (iii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You are responsible for determining whether the Services are suitable for you to use in light of any applicable regulations such as EU Data Privacy Laws or other laws. If you are subject to regulations (such as HIPAA) and you use the Services, then we will not be liable if our Services do not meet those requirements. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or other laws that apply to commerce. You are also responsible for notifying the end-user of data collection in connection with the Services, as required by applicable law.

You represent and warrant that you shall be solely responsible for obtaining end user consent for text messaging in full compliance with all applicable laws, rules, and regulations, including, without limitation, the Telephone Consumer Protection Act, 47 U.S.C. 227 and its implementing regulations, 47 C.F.R. 64.1200. You further represent and warrant that you shall not use the service to communicate with consumers who have requested that you cease contacting them.

If you are located in the European Economic Area (“EEA”) or serve end-users in the EEA market, you represent and warrant that in using the Services, you:

• Will obtain consent or use any other available, legally-valid mechanism to (i) transfer data to Walletly and (ii) cause such data to be processed;
• Will comply with your posted privacy policy;
• Have collected, stored, used, and transferred all data relating to any individual in compliance with all applicable data protection laws and regulations, and have the necessary permission to allow Walletly to receive and process such data on your behalf;
• Acknowledge that Walletly acts as the processor of such customer data and you remain the controller of such customer data for purposes of all applicable data protection or privacy laws and regulations;
• Agree not to use the Services to collect, manage or process sensitive customer information, for which Walletly will bear no responsibility or liability;
• Have reviewed and accepted the Walletly Data Processing Addendum, which sets out how we process personal information received in connection with the Services; and
• Аgree to indemnify and hold Walletly and its officers and directors harmless from any claims, demands, and losses, including attorney's fees, arising out of your breach of any part of the representations and warranties in this Section 8.

You hereby warrant and represent that, other than as fully and promptly disclosed to Walletly as set forth below, you do not have any motivation, status, or interest which Walletly may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Walletly in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.

9. Mobile App Updates and Upgrades

By installing the App, you consent to the installation of the App and any updates or upgrades that are released through the Services. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Walletly’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored your device, and (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App at any time.

10. Billing and Payment

Unless we separately agree with you that you will receive an invoice from us for the Services that requires you to pay us directly, payment and any other expenses must be paid through the third party payment processing system (the “PSP”) as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Walletly is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Walletly has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.

All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

Our charges for subscription plans (monthly, annual, or other period, as applicable from time to time) and fees for any additional Services are posted on the Site and may be changed from time to time. If you have signed up for a Walletly subscription plan (each a, “Subscription Plan”) and any part of a month, year, or other period is included in the Term, then payment will be due for the full month, full year, or full other period, as applicable. Payments for monthly Subscription Plans are due for any month on the same or closest date to the day you made your first monthly payment, and Payments for yearly Subscription Plans are due for any year on the same or closest date to the day you made your first yearly payment. Please note that fees for certain Services may vary country by country and certain customers may have access to different billing and payment features, depending on when they created their account with Walletly.

If you have signed up for a Subscription Plan or have opted to auto-refill your account with funds to pay for certain Services, you will provide us with valid credit card information and hereby authorize us to deduct the monthly, yearly or other automatic charges against that credit card. You’ll replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If we’re unable to process your credit card order, we’ll try to contact you by email and will suspend your account until your payment can be processed.

We’ll give you a refund for all or a portion of a prepaid month or year, as applicable, if we stop providing our Services to you for a reason that’s not laid out in these Terms as determined by Walletly in its sole discretion. We may offer a refund to customers, if such customer applies for a refund based on the requirements posted on the Site. You won’t be entitled to a refund from us under any other circumstances

We may change our fees at any time by posting a new pricing structure to our Site and/or sending you a notification by email.

From time to time, we may offer trials of paid Services for a specified period without payment or at a reduced rate (a “Trial”). We reserve the right to determine eligibility for any Trial, which may vary based on factors including, but not limited to, the Services selected and how recently you redeemed a Trial. Certain limitations may also exist with respect to combining Trials with any other offers.

Each Trial provides access to the Services at the price advertised (if any) for an initial, introductory period (the “Trial Period”) beginning at the moment you confirm your acceptance of the Trial by submitting valid payment details that are accepted by us. By submitting your payment details you: (i) confirm your acceptance of the Trial and (ii) accept and agree to these Terms of Service. All information collected by us under any Trial will be processed and used in accordance with our Privacy Policy.

A Trial must be accepted before the applicable expiration date advertised, if any. Except where prohibited by law, we reserve the right to modify, suspend, or terminate a Trial at any time and for any reason, in which case we will not honor subsequent Trial enrollments. The Trial Period shall continue for the period as advertised, subject to the previous sentence.

UNLESS YOU CANCEL A TRIAL BEFORE THE END OF THE TRIAL PERIOD, YOU WILL AUTOMATICALLY BECOME A RECURRING SUBSCRIBER TO THE SERVICES YOU CHOSE TO SIGN UP FOR UNDER THE TRIAL AND THE PAYMENT METHOD YOU PROVIDED WILL AUTOMATICALLY BE CHARGED THE THEN-CURRENT APPLICABLE PRICE. IF YOU CANCEL THE TRIAL DURING THE TRIAL PERIOD, YOU WILL LOSE ACCESS TO THE SERVICES. TO CANCEL, YOU MUST LOG INTO YOUR ACCOUNT AND FOLLOW THE PROMPTS ON THE ACCOUNT PAGE.

The Services may include certain features that enable you to sell goods, products, content, media and services (your “User Products”) through in-bot payments through your Account (such bot, the “Bot”).

You are solely responsible for the content of your communications with your end users via the Services, any User Products you may provide through your use of the Services, any payments related activities, and any promotions and related content contained or referred to in your Bot or through your use of the Services, and compliance with any laws applicable thereto. We are merely providing the platform for you to manage your such activities. We are not involved in and disclaim any responsibility for your User Products, your relationship with and/or any transaction with any actual or potential end user of your User Products.

By using any of our payments features, you acknowledge, warrant and agree that:

• You shall be solely and fully responsible for all taxes and fees of any nature associated with your payments activities, including any taxes related to the purchase or sale of the User Products, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your end users of such and provide them with a duly issued invoice as required by law;
• You shall be responsible for and bear all costs of procuring and delivering your User Products, and for providing them in a safe and professional manner, consistent with industry standards;
• You are solely responsible for any and all statements and promises you make and for all assistance, warranty and support regarding the User Products, and shall provide true contact information on your Bot for any questions, complaints or claims; and
• You may not offer or sell any User Products, or provide any information, content or material regarding User Products, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive, which are prohibited for sale, distribution or use, or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export. To the extent you operate on Facebook, Instagram, WhatsApp, Telegram and Stripe or PayPal, your User Products and your use of such service must comply with all applicable policies of such services.

We may, at any time and at our sole discretion, suspend, disable access to or remove your Bot, Account and/or any User Products if any suspicious activity, content or products are detected or reported, whether or not incorporated, published with or made a part of your Bot at such time, without any liability to you or to any of your end users, including for any loss resulted therefrom.

You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your User Products, products and services, and Walletly does not guarantee or assume any liability for transactions attempted, authorized or completed with respect to the purchase of any User Products or any other in-Bot transactions between you and a user. You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Walletly may add or remove one or more types of cards as a supported payment card any time without prior notice to you.

You and you solely, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Services.

You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, card, or transaction information on your website.

11. Termination and Suspension

Unless otherwise agreed to in writing between you and Walletly, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.

We reserve the right to refuse the Services to anyone for any reason at any time. Walletly may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement without any notice. If Walletly terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Walletly reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 19 of these Terms of Service.

Walletly reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Walletly is not liable to you for any modification or discontinuance of all or any portion of the Services. Walletly has the right to restrict anyone from completing registration as a user if Walletly believes such person may threaten the safety and integrity of the Services, or if, in Walletly’s discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account (as defined below), we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or canceled.

If there is no activity in your Account (which includes login activity, conversation activity, payment transactions or a planned broadcast) for at least 18 months, consecutively, we will notify you by sending an email to the email address associated with your Account and give you the option of keeping your Account open. If you do not respond to our notice within thirty days, we reserve the right to close your account and delete all your data.

You have one year to use any prepaid amount added to your Walletly wallet balance. Should such prepaid amount not be used within one year, we will notify you of your unused balance by sending an email to the email address associated with your Account, and at our discretion, (i) we’ll refund the balance, the method of such withdrawal shall be determined by us in our sole discretion, or (ii) we’ll provide you with a credit toward future purchases of our Services. If you do not respond to our notice within thirty days, you forfeit your rights to use such balance, and such amount shall be deemed payment for services.

12. Links to Third-Party Websites; Optional Third-Party Tools

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Walletly or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Walletly does not control any such websites and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Walletly is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Walletly has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Walletly expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Walletly harmless from any liability that may result from the use of links that may appear on the Services.

As part of the functionality of the Services, you may link your Account with online accounts you may have with third-party service providers, such as Facebook, Instagram, WhatsApp and Telegram (each such account, a “Third-Party Account”), by either: (i) providing your Third-Party Account login information through the Services; or (ii) allowing Walletly to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Walletly and/or grant Walletly access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Walletly to pay any fees or making Walletly subject to any usage limitations imposed by such third-party service providers. By granting Walletly access to any Third-Party Accounts, you understand that (1) Walletly may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Services via your Account, and (2) Walletly may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or Walletly’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Services. You will have the ability to disable the connection between your Account on the Services and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. Walletly makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Walletly is not responsible for any SNS Content.

We may provide you with access to third-party tools (“Third-Party Tools”) which we do not monitor and over which we have no control or input. You acknowledge and agree that we provide access to such tools on an “as-is” and “as-available” basis without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of Third-Party Tools. Any use by you of Third-Party Tools offered through the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider.

13. Optional Walletly-Provided Tools

We may provide you with access to Walletly tools and the Walletly Developer Program (collectively, such tools and program, the “Walletly Dev Program”), including application program interfaces, to allow you to build upon and further enhance the Services as described in these Terms of Service.

Subject to these Terms of Service, we grant you a non-exclusive, non-transferable, revocable right, without the right of sublicense, to access, and use the Walletly Dev Program for the limited purpose of creating software modules, templates, connected services and/or similar functions (the “Integration Products”) necessary to integrate your software applications, websites, website assets, products and/or services (collectively, your “Application”) into the Services (such uses, the “Permitted Uses”). We set and enforce limits on your use of the Walletly Dev Program at our sole discretion and may change the Permitted Uses and limitations any time by revising these Terms of Service. You will not (i) decompile, decipher, disassemble, modify, prepare derivative works of, reverse engineer or recreate the Walletly Dev Program or the Services, (ii) upload any data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, obscene, invasive of another’s privacy or right of publicity, hateful or racially, ethnically or otherwise objectionable; (iii) infringe the intellectual property rights of any third party, (iv) interfere with or disrupt Walletly’s software, the system used to host the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services, (v) engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the Walletly Dev Program, the Services, us, our customers or the public, (vi) cache or store any Walletly data or content other than for reasonable periods in order to provide your Application and/or Integration Products to Walletly customers, (vii) aggregate retrieved Walletly content or data with third-party content in such a way that a customer cannot attribute such content to us or (viii) remove, obscure or alter Walletly’s copyright notices, trademarks or other proprietary rights notices on the Services. Further, you will comply with all applicable laws, rules and regulations, including any applicable data import, export and protection legislation and privacy laws, and your Applications and/or Integration Products must include a prominently identified privacy policy that addresses what information you collect and how it will be stored, processed, protected and used. You must obtain express permission from each user before you access their Walletly account, and you will only access such user’s data to the extent permitted by such user, your privacy policy and applicable law.

You hereby grant to us a perpetual, irrevocable, worldwide, sublicensable, non-exclusive, non-transferable, royalty-free license and right to use, copy, modify and distribute your Applications and Integration Products. You shall retain ownership of your Applications and Integration Products. By using the Walletly Dev Program you do not acquire ownership of any rights in the Walletly Dev Program, Walletly’s data or content or the Services.

We reserve the right, with or without notice and for any reason, to (i) cease providing, alter, modify or disable the Walletly Dev Program or provide new tools and related services, (ii) charge fees for access or use of the Walletly Dev Program, (iii) provide or cease providing support for the Walletly Dev Program, (iv) deactivate or remove your access to the Walletly Dev Program, (v) accept, reject, suspend or remove your Integration Products and Applications from the Services for any reason, (vi) make your Applications and Integration Products publicly available or private in accordance with our Review Process outlined at support.Walletly.com/support/home, and (vii) independently develop products or services that may compete with your Applications and/or Integration Products or other products and services. You agree that Walletly may monitor and audit your use of the Walletly Dev Program to ensure compliance with these Terms of Service. You will assist us with such monitoring and/or auditing by providing us with information on your Applications and/or Integration Products and data and security practices.

You acknowledge and agree that we provide access to the Walletly Dev Program “as-is” and “as-available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of the Walletly Dev Program. You acknowledge and agree to comply with the documentation and resources published from time to time by Walletly regarding the use of the Walletly Dev Program.

You agree to keep confidential and not disclose, divulge or use for any purpose and will protect to the same degree as it protects its own confidential information any confidential information obtained from us with respect to the Walletly Dev Program or in connection with your use of the Services and Walletly Dev Program.

14. Ownership and Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music,/assets/images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by Walletly, excluding User Generated Content, which users hereby grant Walletly a non-exclusive license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Walletly owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Walletly’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content.

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Walletly and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Walletly, including without limitation Walletly and Walletly logos, are service marks owned by Walletly. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Walletly under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Walletly does not waive any rights to use similar or related Feedback previously known to Walletly, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the Services. We may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, s/assets/images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights (the “Walletly Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Walletly or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the Walletly Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Your use of the Services and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of the App. Walletly may modify such guidelines in its sole discretion at any time. Walletly reserves the right to terminate your Account and access to the Services if it determines that you have violated any such applicable guidelines.

15. Copyright Complaints and Copyright Agent

Walletly respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to Walletly’s Copyright Agent at Walletly, Inc., 205 Hudson Street, 7th Floor, New York, NY 10013; email legalnotices@Walletly.com:

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringed is located. Include enough information to allow Walletly to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

16. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Walletly and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Walletly in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Walletly upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Walletly’s trade secrets, confidential and proprietary information, and all other information and data of Walletly that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Walletly or Walletly’s business, operations or properties, including information about Walletly’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

17. Disclaimer of Warranties

THE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Walletly MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, ANY CONTENT PROVIDED BY OR TRANSMITTED VIA THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) BUGS, ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, BUSINESS INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

UNDER NO CIRCUMSTANCES WILL Walletly AND AFFILIATES OR THEIR CORPORATE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY Walletly, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Walletly AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO Walletly DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

18. Indemnification

You hereby agree to indemnify, defend, and hold harmless Walletly and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Services, (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party; and (iv) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Walletly reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Walletly.

19. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND Walletly CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND Walletly TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us by submitting your dispute or claim via https://Walletly.com/support, and you and Walletly will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.

Binding Arbitration. You and Walletly agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Walletly both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Walletly in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and Walletly agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Walletly both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Walletly agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and Walletly agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Walletly submit to the arbitrator, unless you request a hearing, and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimer of Warranties” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

20. Governing Law

Except as provided in Section 14 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement.

21. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

22. General Provisions

Failure by Walletly to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Walletly with respect to its subject matter and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 19, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Walletly, its successors and assigns.

23. Changes to this Agreement and the Services

Walletly reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Walletly. Walletly will endeavor to notify you of material changes by email but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Walletly may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.

24. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

25. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

26. Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by submitting your question via https://Walletly.com/support or by mail to Walletly, Inc., 205 Hudson Street, 7th Floor, New York, NY 10013.