Wafi End User Terms of Service
Welcome to the website and/or online service of Wafi Inc. (“Wafi,” “we,” or “us”). Wafi, Inc. (“Wafi,” “we” or “us”) provides a service (“Service”) that allows you to create a User Account (“User Account” or “User Accounts”) and use that User Account to securely store your personal (including name, email, phone number, address and more) and payment information directly with Wafi and pay merchants who are selling goods and/or services (“Merchant” or “Merchants”) online and in person, and also manage your payments, programs, interactions, and communication preferences with Wafi and Merchants, including, but not limited to, your loyalty points, cash rewards, gift cards, receipts and marketing, appointments and bookings, and memberships, packages, and prior engagement with Merchants. You can also use your User Account to manage, download, update, or delete your contact information that we have on file.
This document explains the terms by which you may use our online services, website, and software provided on or in connection with the service (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”), whether or not you are a registered user of our Service. You also understand and acknowledge that your personal information will be collected, used, and otherwise processed in accordance with our Privacy Policy. Wafi reserves the right to modify the terms of this Agreement and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Service (“Users”).
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 18.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 18.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 18.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND WAFI, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
1. Our Service
1.1 Our Service
Subject to the terms of this Agreement, and as part of our Service, we may provide to you certain payment services to facilitate payment, including, without limitation, by Automated Clearing House or debit card or credit card or other payment methods, to Merchants through Merchant’s websites or app and/or through Wafi’s website or app. As part of such payment services, all funds transfer services are provided by our Financial Institution Partners (“FIP”), as Wafi does not receive, hold, or transmit funds. A “Merchant” means a merchant that has been authorized by us to accept the Service as a method to facilitate payment for purchases of goods and services, subject to the terms of this Agreement.
1.2 Eligibility
This is a contract between you and Wafi. You must read and agree to the terms and conditions of this Agreement before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Wafi, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
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 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.
1.3 User Verification
In determining whether you may use the Service with Merchants, we reserve the right to verify the required identifying information you provide to us (including, without limitation, your mobile phone number, bank account information, credit/debit card information, name, and email address). If we are not able to connect or charge your bank account at the time of your initial purchase on the Service, you may be offered the option to pay for such purchase using your credit card or debit card. If applicable, you hereby authorize us to make and then promptly reverse a nominal deposit to your Payment Method (as defined below) solely for purposes of verifying your Payment Method.
1.4 User Accounts
Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
You may never use another User’s User Account without permission, nor create multiple User Accounts for illegitimate purposes, as determined by us, in our sole discretion. When creating your User Account, you must provide accurate and complete information, such as your name, address, mobile phone number, and you must keep this information up to date. You must only connect your own payment method or methods to your User Account. Connecting a payment method that does not belong to you to your User Account is strictly prohibited and in violation of this Agreement. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account secure. You must notify Wafi immediately of any breach of security or unauthorized use of your User Account. Wafi will not be liable for any losses caused by any unauthorized use of your User Account.
You may control your User Account and how you interact with the Service by changing the settings in your Settings page. By providing Wafi your email address you consent to our use of the email address to send you Service-related notices and agree to our Electronic Communication and E-Sign Agreement, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out of receiving such email messages by clicking on the “unsubscribe” link in the email message. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
1.5 Payments
To use the Service to pay a Merchant, you must have connected a Payment Method to your User Account. You may connect or disconnect your payment method, which may include a bank account or debit card or credit card or other payment method to your User Account (“Payment Method”). Subject to the terms of this Agreement, you may use the Services to facilitate purchases of goods or services from Merchants.
2. Authorization
In order to transmit payment requests, you must connect at least one US based bank account or credit union account or credit or debit card which is in good standing with your financial institution to your User Account. You authorize Wafi to store your Payment Methods securely in your User Account. When you transmit payment requests, you authorize Wafi to send such payment requests to our Financial Institution Partners and/or our payment service provider (individually and collectively, as applicable, the “Payment Provider”), who you authorize to automatically debit or credit your Payment Method in accordance with your payment instructions. You are solely responsible for any terms, fees or restrictions set by your bank or credit union or credit or debit card provider including non sufficient fund fees and overdraft fees. In the event that we are unable to charge you for a purchase, you authorize us to charge any other Payment Methods connected to your User Account and charge you any fees associated with the initial failed payment.
You further acknowledge that payments made from your Payment Method via normal Automated Clearing House are subject to clearing times, and Merchants may wait until they have received your funds before fulfilling your purchases. To the extent we accept or process funds on behalf of Merchant in connection with a purchase you make from the Merchant using the Service, you understand that we are acting as the payment collection agent of Merchant, and that upon our receipt of funds from you for such purchase, your obligation to the Merchant ceases with respect to the amount of funds we receive from you. In the event that we do not remit any such amounts to Merchant, Merchant will have recourse only against us and not you. To the extent that we elect to approve your payment before successfully collecting such a payment from you, you agree that you are still obligated to the Merchant for such a payment and your obligation to the Merchant only ceases upon successful payment collection from you.
In order to verify your identity and enable you to use our services Wafi collects personal information such as your phone number and email address and may send you One Time Passcode (OTP) via SMS and/or email. You authorize Wafi to send you SMS and email notifications using your provided phone number and email address. You are solely responsible for any standard message and data rates that may apply. You may unsubscribe to SMS at any time by replying STOP to any Wafi SMS message. You may unsubscribe to email notifications by clicking on the “unsubscribe” link in the email message.
3. Promotional offers and rewards
This section describes the terms and conditions that apply to any Merchant Rewards and Wafi Cash (each as defined below) that you obtain and/or use in connection with the Service. Merchant Loyalty Rewards and Wafi Cash are collectively referred to in this Agreement as “Rewards”.
Notwithstanding anything to the contrary herein, by participating in Wafi’s Rewards program or otherwise obtaining and/or using any Rewards, you release Wafi and all Merchants, their 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 Rewards program or the use of any Rewards.
3.1 Merchant-sponsored Rewards
A Merchant may offer discounts and credits to you from time to time in connection with the Service, which may be used by you to make payments to that Merchant for the purchase of goods or services from that Merchant (“Merchant Rewards”). The applicable participating Merchant will be solely and exclusively responsible for honoring any and all Merchant Rewards that relate to that Merchant. From time to time, we may, in our sole discretion and on behalf of a Merchant, offer to you discounts and credits to be used as Merchant Rewards. You may redeem Merchant Rewards only when (i) you make a subsequent purchase from the Merchant that offered and supports the Merchant Rewards, (ii) use Wafi Service to effect the subsequent purchase, and (iii) complete such purchase in advance of the Merchant Rewards expiration date as set forth in your User Account. Participating Merchants and offer terms may be changed from time to time without notice; provided that the terms applicable to Merchant Rewards that have already been accrued by you will change only if such change is required by applicable law and upon notice. Merchant Rewards that you earn will be posted to your User Account based on the information we receive from participating Merchants. Merchant Rewards may be subject to restrictions, conditions or limitations as may be described in your User Account or otherwise communicated by Wafi from time to time.
Merchant Rewards are not owned by you, and you have no rights to any Merchant Rewards until they are redeemed at a particular Merchant. Merchant Rewards have no monetary value and if the Service is canceled or discontinued, the Merchant Rewards immediately expire. You acknowledge and agree that regardless of terminology used, Merchant Rewards are also subject to the terms of this Agreement and any additional Merchant terms. You acknowledge that you do not own the User Account you use to access the Service. You agree that, in the event that a Merchant modifies and/or eliminates Merchant Rewards, in any general or specific case, Wafi will have no liability to you based on any such modification or elimination, and you hereby release Wafi from any and all such liability.
3.2 Wafi-sponsored Rewards
From time to time, we may, in our sole discretion, offer you promotional credits which may be used by you to make payments for goods or services purchased from any eligible Merchant (such promotional credits, “Wafi Cash”). You may redeem Wafi Cash only when you make a purchase from an eligible Merchant using the Wafi Service and complete such purchase in advance of the Wafi Cash expiration date as set forth in your User Account. Eligible Merchants and offer terms may be changed from time to time without notice; provided that the terms applicable to Wafi Cash that have already been accrued by you will change only if such change is required by applicable law and upon notice. Wafi Cash may be subject to restrictions, conditions or limitations as may be described in your User Account or otherwise communicated by Wafi from time to time.
Wafi Cash is non-transferable, not owned by you, and you have no rights to any Wafi Cash until it is redeemed at a particular Merchant. Wafi Cash is promotional in nature, and has no monetary value. If the Service is canceled or discontinued, all Wafi Cash immediately expires. You acknowledge and agree that regardless of terminology used, Wafi Cash is also subject to the terms of this Agreement and any additional Merchant terms. You agree that Wafi Cash may not be eligible for use at all Merchants and that any Wafi Cash in your User Account may be modified and/or eliminated for a particular Merchant, in any general or specific case, in Wafi’s sole discretion. Wafi will have no liability to you based on any such modification or elimination, and you hereby release Wafi from any and all such liability.
Without limitation of any additional terms or offers that may apply, you may have the opportunity to earn Wafi Cash if you refer Friends to use Wafi. In order to receive Wafi Cash in connection with a Friend referral, such Friends must (i) create a new User Account via the unique referral link associated with your User Account, (ii) have not previously created a User Account, and (iii) complete and pay in full for one (1) purchase on the Service that meets the then-current Wafi referral minimum spend requirement (as may be updated by Wafi from time to time in its sole discretion). Subject to the foregoing, and if applicable, we will post Wafi Cash that you earn from such referrals to your User Account.
3.3 Digital Gift Cards.
Wafi offers merchants a service to create and manage digital gift cards (“Gift Card” or “Gift Cards”). When you purchase a Gift card you are purchasing a credit from the Merchant to use towards future purchases with that Merchant (“Credit” or “Credits”. When you purchase a gift card, the value of the gift card is added to your User Account as a credit. Such credit may be used towards purchases with the gift card issuing Merchant. The value of a gift card cannot be withdrawn, gift cards are not cash, their only purpose is to be used as credit towards a purchase from the issuing Merchant.
Gift Cards are promotional in nature, and have no monetary value. Credit from a Gift Card cannot be used or refunded for cash in any currency. Gift cards are non-transferable, do not expire, and are only redeemable when you pay the issuing Merchant with Wafi. Once a gift card is redeemed, the amount is deducted from the associated credit in your User Account. While credits from gift cards do not expire, you will lose access to such credits if your account is deactivated or deleted. If the Service is canceled or discontinued by the Merchant, all credits in your User Account associated with such a merchant is immediately eliminated. Wafi will have no liability to you based on any such modification or elimination, and you hereby release Wafi from any and all such liability. We may require you to handle such matters directly with the Merchant.
You acknowledge and agree that regardless of terminology used, Gift Card is also subject to the terms of this Agreement and any additional Merchant terms. You agree that Gift Cards can only be redeemed at the issuing Merchant and that any gift card credit in your User Account may be modified and/or eliminated for a particular Merchant or all Merchants in any general or specific case, in Wafi’s sole discretion. Wafi will have no liability to you based on any such modification or elimination, and you hereby release Wafi from any and all such liability.
4. Refunds and Adjustments
Subject to the terms herein, if you make a purchase from a Merchant using the Service and the transaction is ultimately canceled or rescinded in whole or in part for any reason, we may either return the applicable amount of funds collected from you with respect to the transaction (such amount to be determined by Wafi based on whether the transaction was canceled or rescinded in whole or in part) to the original Payment Method that was used to fund the applicable transaction (if the original Payment Method is no longer supported, we will ask you to link a new Payment Method for us to use instead); or require you to handle refunds directly with the Merchant, including obtaining a refund from the Merchant. If an approved transaction is ultimately canceled or rescinded and no funds for such transaction were collected from your Payment Method, we will not return or refund any funds to you.
You hereby authorize us and your Bank to credit that Payment Method to complete any refund transaction. If a different Payment Method is linked to your User Account at the time at which the refund is expected, Wafi may require you to unlink such a different Payment Method from your User Account and to re-link the original Payment Method to your User Account before processing your refund. If you receive a refund for a qualifying purchase for which you have already received Credits, we reserve the right to remove all related Credits from your User Account, or if such Credits are no longer available in your User Account, to deduct the corresponding amount from the refund to your Payment Method.
We may invalidate and reverse payments through the Service if, among other reasons: (i) we sent the payment in error; (ii) the funding transaction is declined, charged back or reversed by you, your bank, or the applicable Merchant; (iii) the payment was unauthorized or insufficiently funded; (iv) we decided a dispute against you, in our sole discretion; or (v) if the payment was for Restricted Goods or Services. In the event of such invalidation, chargeback, payment dispute or other adjustment, you may be liable to us for the full amount of the payment, and we may recover the amount of the payment plus any fees from you, subject to applicable law. You hereby authorize us to recover any such amounts due by initiating an electronic transfer from your Payment Method or engaging in collection efforts. If you dispute a payment through the Service, you must notify us in writing at help@wafi.cash immediately, and if you fail to do so, we may recover the amount of the reversed payment from you. Upon our receipt of the foregoing notice, we will initiate an investigation into the applicable transaction and, in our sole discretion and subject to your cooperation, we may provide you with a full refund. Notwithstanding anything to the contrary herein, your eligibility for refunds and other adjustments are subject to each Merchant’s terms and conditions.
In the event you initiate a chargeback, payment dispute or other adjustments through your bank or card network provider, we may notify the Merchant and disclose your personal information to the Merchant in connection with exercising our rights against Merchant and processing or disputing any chargeback, payment dispute or other adjustment. You further authorized Merchant to share any personal information it may have on you in order for us to process or dispute any chargeback, payment dispute or other adjustment.
4.1 Risk of Loss
Wafi does not sell products; Merchants do. All products that may be purchased via the Service are transported and delivered to you by a Merchant or independent third party not affiliated with, or controlled by, Wafi. Title to and risk of loss for such products passes to you in accordance with your separate agreements with the applicable Merchant. If you have any issue with a product, please reach out to the applicable Merchant directly. We are not responsible for the quality, safety, legality or any other aspects of the goods or services you purchase from others in connection with the Service. If you have a problem with a purchase you made with the Service, or if you have a dispute with the Merchant, we may require you to handle it directly with the Merchant, including obtaining a refund from the Merchant.
5. Products
5.1 Wafi Store
Wafi Store is a Service that enables Merchants to create a store and list goods and services to sell to their customers (“Store”). All products that may be purchased via the Service are transported and delivered to you by a Merchant or independent third party not affiliated with, or controlled by, Wafi. Purchases from Store are subject to these terms and the Merchant’s terms and conditions.
(a) Prices and Charges. You understand that: (i) the prices for goods and services displayed through the Services may differ from the prices offered or published by Merchants for the same goods and services or other items and/or from prices available at third-party websites and that such prices may not be the lowest prices at which the goods and services or other items are sold and may change at any time without notice; (ii) pricing may change at any time, at the discretion of the Merchant. For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower depending on the final in-store totals. In those situations, Wafi reserves the right to temporarily authorize or place a hold on your payment method for an amount that may be greater than the amount shown at checkout and to charge your payment method the final price after checkout. You are liable for all transaction taxes (other than taxes based on Wafi’s income), including sales tax, use tax, goods and services tax, and other transaction taxes if applicable, on the Services provided under this Agreement. If transaction taxes, including sales tax, use tax, goods and services tax, and other transaction taxes, are applicable, Wafi reserves the right to charge you additional amounts on account of such taxes.
In the event that the charge to your payment method may incorrectly differ from the total amount, including subtotal, fees, and gratuity, displayed to you at checkout and/or after gratuity is selected, Wafi reserves the right to make an additional charge to your payment method after the initial charge so that the total amount charged is consistent with the total amount displayed to you at checkout and/or after gratuity is selected. All payments will be processed by Wafi and/or its Payment Providers, using the preferred payment method designated in your User Account. If your payment details change, you or your card provider may provide us with updated payment details. We may use these new details or details from other payment methods on file in order to help prevent any interruption to your use of the Services. This includes our right to charge any payment method on file if your initial form of preferred payment fails. It is your responsibility to keep your billing information up to date.
(b) Strikethrough Pricing (United States Orders). This Section 12(b) applies to United States Orders. Store may display strikethrough pricing for certain items (for example, when presenting a discount or promotional price for items). Wafi does not represent that the strikethrough price was the regular or former price of items for any particular period of time and the time period may vary widely depending on the items. Wafi may also rely on Merchants or a third party to provide information about the regular or former price of items offered by those Merchants or a third party, and Store’s strikethrough price therefore may represent the price that a Merchant, or a third party offered the item for sale for some period of time. The strikethrough price may also be an introductory price that was offered for a short period of time. Unless otherwise specified, the strikethrough price represents a non-member discount to the extent the Merchant has a membership program.
5.2. Payment Link: Payment Link is a Service that enables Merchants to easily generate a link and send it to their customers in order to charge or invoice them for the purchase for goods and services (“Link”). All payments made via a Link are for the benefit of Merchants, all goods and services purchased via the Service are transported and delivered to you by a Merchant or independent third party not affiliated with, or controlled by, Wafi. Purchases from Link are subject to these terms and the Merchant’s terms and conditions. Any questions or disputes regarding such transactions or the processing of your information by the Merchant should be directed to the Merchant or your payment provider.
5.3 Payment Pages: Payment Page is a Service that enables Merchants to easily create a page in order to accept payments for goods and services (“Page”). Merchants can embed a page within a website or app or use it as a standalone web page. All payments made via a Page are for the benefit of Merchants, all goods and services purchased via the Service are transported and delivered to you by a Merchant or independent third party not affiliated with, or controlled by, Wafi. Purchases from Page are subject to these terms and the Merchant’s terms and conditions. Any questions or disputes regarding such transactions or the processing of your information by the Merchant should be directed to the Merchant or your payment provider.
5.4 Checkout & Express Checkout: Wafi Checkout and Wafi Express Checkout enable you to accept payments for goods and services by letting your customers choose to initiate a payment from your website or app by choosing to pay with Wafi (“Checkout”). All payments made via a Checkout are for the benefit of Merchants, all goods and services purchased via the Service are transported and delivered to you by a Merchant or independent third party not affiliated with, or controlled by, Wafi. Purchases via Checkout are subject to these terms and the Merchant’s terms and conditions. Any questions or disputes regarding such transactions or the processing of your information by the Merchant should be directed to the Merchant or your payment provider.
6. Third-Party Interactions
(a) Third-Party Websites, Applications, and Advertisements. The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites and Advertisements”). When you click or tap on a link to a Third-Party Website, Third-Party Application, or Third-Party Advertisement, Wafi may not warn you that you have left Wafi’s website or Services and may not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Advertisements are not under the control of Wafi. Wafi is not responsible for any Third-Party Websites and Advertisements. Wafi provides links to these Third-Party Websites and Advertisements only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites and Advertisements or their products or services. You use all links in Third-Party Websites and Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
(b) App Stores. You acknowledge and agree that the availability of the Technology and the Services is dependent on the third party from which you received the application license, such as the Apple or Android app store (each, an “App Store”). You acknowledge and agree that this Agreement is between you and Wafi and not with the App Store. Wafi, not the App Store, is solely responsible for the Technology and the Services, including the mobile application(s), the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (for example, product liability, legal compliance, or intellectual property infringement). In order to use the Technology and the Services, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Technology or the Services. You agree to comply with, and your license to use the Technology and the Services is conditioned upon your compliance with, all applicable third-party terms or agreements (for example, the App Store’s terms and policies) when using the Technology or the Services. You represent and warrant that you are not located in a country that is subject to a United States Government embargo or similar laws of other countries where applicable, or that has been designated by the United States or Canadian Government as a “terrorist supporting” country, and you represent and warrant that you are not listed on any United States or Canadian Government list of prohibited or restricted parties. You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of this Agreement and has the right to enforce the terms and conditions of this Agreement.
7. Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Wafi servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Wafi grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personal information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person, misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or (xiii) any other activities we may notify you of from time to time.
7.1 Restricted Goods and Services and Review and Suspension of Transactions
You will not, without Wafi’s prior written consent, use the Service to purchase Restricted Goods or Services, and Wafi reserves the right to prohibit the use of the Service to purchase such goods or services. “Restricted Goods or Services'' means goods or services which Wafi considers, in its sole discretion, to be dangerous, inappropriate for the Service, or high risk, for example, but not in limitation, (i) goods or services that are illegal under applicable law (i.e., goods or services that infringe third-party intellectual property, including without limitation counterfeit goods and pirated content); (ii) inherently dangerous goods, including without limitation illegal drugs or derivatives thereof, cannabidiol products and nutraceuticals, psychoactive substances, equipment to facilitate drug use, weapons, ammunition, explosive materials and fireworks, instructions for making explosives or harmful products, or tobacco products; (iii) pornographic materials; (iv) products that enable dishonest behavior, including without limitation hacking software or instructions, fake documents, and academic cheating products; (v) without limiting the foregoing, any goods or services which are prohibited by law to be sold to customers under 18 years of age; (vi) gift cards; and (vii) any other goods or services designated by Wafi, from time to time, as prohibited or restricted.
We may review payments facilitated through the Service at our sole discretion.When we identify a potentially high-risk payment to a Merchant, we reserve the right to suspend and review the transaction more closely before determining whether to allow it to proceed. When this happens, we may suspend or delay processing the transaction request and notify the Merchant to delay or cancel shipping of the item or provision of the service. If, in our sole discretion, we process the transaction request, we will notify the Merchant and direct them to ship the item or provide the service, as applicable, if the item or service is still available. If we do not process the transaction request, we will cancel it and (as applicable) instruct Payment Provider to return the applicable funds to your Payment Method, unless we are legally required to take other action. We assume no responsibility, and disclaim any and all liability, for your inability to obtain the item or service originally transacted for as a direct or indirect consequence of the process described above, and you hereby release Wafi, each Merchant, Payment Provider and their respective affiliates, agents, licensors, managers, employees, contractors, agents, officers, and directors of Wafi and of each Merchant from any and all such liability.
7.2 Changes to the Service
We may, without prior notice and in our sole discretion, add new services; change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, if we believe, in our sole discretion, that you may not be able to pay for transactions initiated through the Service, if you have not timely made any payments, or for no reason. In the event that we suspend or terminate your User Account for your breach of this Agreement, you acknowledge and agree that you will receive no refund or exchange for any Credits or Rewards or anything else. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
7.3 Service Location
The Service is controlled and operated from facilities in the United States. Wafi makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
7.4 Third-Party Links and Information
The Service may contain links to integrate with or otherwise utilize or make available third-party materials and/or services that are not owned or controlled by Wafi, including, without limitation, integrations and links to various third party bank account verification providers such as Finicity Corporation (“Finicity”) a Mastercard company. Payment processors such as Finix Inc. (“Finix”) and Orum Inc. (“Orum”). By using our Service, you agree to be bound by Finix’s terms of service available at https://finix-hosted-content.s3.amazonaws.com/flex/v2/finix-terms-of-service.html, by Finicity’s Terms of Use, available at https://connect2.finicity.com/assets/html/connect-eula.html, by Orum’s terms of service available at https://www.orum.io/terms-of-service, and by any other third-party financial institution, and bank account verification provider’s terms of service, as may be disclosed to you from time to time or made available on the applicable third-party bank account verification provider’s website and/or service. Wafi does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.
If you access a third-party website or service from the Service, you do so at your own risk, and you understand that this Agreement and Wafi’s Privacy Notice do not apply to your use of such sites. You expressly relieve Wafi from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings and interactions with third parties found on the Service, including without limitation payment and delivery of goods or services, return and refund of goods or services, customer service, receipt of marketing emails and other communications, and any other terms (such as warranties), are solely between you and such third parties. You agree that Wafi shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. You are responsible for resolving any and all disputes that you may have with a Merchant. You understand that you must ensure Wafi has account viewing rights and verification rights to your Payment Method, which may be facilitated through third-party bank account verification providers, card networks and third party payment processors. In the event Wafi is unable to view information, including available fund balance, related to your Payment Method through any third-party bank account verification provider or your Payment Method link to your User Account is no longer able to collect Payment Method account information, including available fund balance, and payment authorization, then you may not be able to initiate any purchase from a Merchant using the Service.
8. Our Proprietary Rights
8.1 Limited License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Wafi reserves all rights not expressly granted herein in the Service and the Wafi Content (as defined below). Wafi may terminate this license at any time for any reason or no reason.
8.2 Our Ownership
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, and copyrights (the “Wafi Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Wafi and 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, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Wafi Content. Use of the Wafi Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
8.3 Feedback
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Wafi under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Wafi does not waive any rights to use similar or related ideas previously known to Wafi, or developed by its employees, or obtained from sources other than you.
9. Your Proprietary Rights
By submitting or otherwise making available any data (“User Data”) through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Wafi a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, distribute, syndicate, and make derivative works of all such User Data, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Wafi’s (and its successors’ and affiliates’) business.
10. Text Messaging and Calls
10.1 Transactional Communications
By providing your phone number, you expressly consent and agree that we may contact you using written, electronic, and/or verbal means, including by manual dialing, leaving prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or send SMS/text messages to your phone number as necessary to (i) help keep your User Account secure through the use of one-time passcodes, two-factor authentication or other authentication methods; (ii) help you access your User Account; and (iii) as otherwise necessary to service your User Account, complete transactions requested by you, or enforce this Agreement, our policies, or applicable law, or any other agreement we may have with you, even if the provided phone number is registered on any federal or state Do-Not-Call registry (such text messages, collectively, “Transactional Text Messages”). For purposes of clarity, the communications described in this paragraph are transactional in nature, and not promotional.
10.2 Promotional Text Messages
Additionally, we may offer you the chance to enroll to receive recurring SMS/text messages from us about news and alerts and/or marketing and promotional offers for Wafi products and services (e.g., cart reminders) (collectively, “Promotional Text Messages”). By enrolling, you agree to receive Promotional Text Messages from us to the phone number for your User Account and that such Promotional Text Messages may be sent using an automatic telephone dialing system. Consent is not required as a condition of purchase.
If you get a new mobile number or change the phone number for your User Account, you will need to re-enroll for Promotional Text Messages with that new number.
10.3 Certification; Acknowledgments; Wafi Disclaimer
You certify that any phone number(s) you provide to us are true and accurate and that you are authorized to enroll such phone number(s) to receive calls and/or SMS/text messages as described herein. Message and data rates apply. The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number.
To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
10.4 Text Message Opt-Out and Customer Support
You may opt-out from Promotional Text Messages at any time. To unsubscribe from Promotional Text Messages, text STOP, STOPALL, QUIT, END, CANCEL, or UNSUBSCRIBE to the Wafi phone number described in the Wafi Help Center or reply STOP, STOPALL, QUIT, END, CANCEL, or UNSUBSCRIBE to any Promotional Text Message you receive from us. You may opt out of Transactional Text Messages by texting STOP to any Transactional Text Message you receive from us.
You consent that following such a request to unsubscribe, you may receive one final text message from us confirming your request.
For help or customer support, reply HELP to one of our messages or contact us at help@wafi.cash.
If you have opted-out of Promotional Text Messages, you may resubscribe at any time by texting START, UNSTOP, or YES to one of our texts or the Wafi phone number described in the Wafi Help Center or by contacting us at help@wafi.cash.
11. Privacy
We care about the privacy of our Users. You understand and acknowledge that Wafi will collect, use, share, and otherwise process your personal information as set forth in our Privacy Notice.
12. Security
Wafi cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
13. Additional Terms for Mobile Applications
8.1 General. We may make available software to access the Service via a compatible mobile device (such software, a “Mobile App”). To use a Mobile App, you must have a mobile device that is compatible with such Mobile App. We do not warrant that any Mobile App will be compatible with your mobile device. You may use mobile data in connection with a Mobile App and may incur additional charges from your wireless service provider in connection with such Mobile App. You understand and acknowledge that you are solely responsible for any such charges. We hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use a compiled code copy of the Mobile App(s) under your User Account on one (1) or more mobile devices owned or controlled solely by you (except to the extent Apple or Google (as each of those terms is defined below) permits any shared access and/or use of the iOS App or Android App (as each of those terms is defined below), respectively), solely in accordance with these Terms. The foregoing license grant is not a sale of any Mobile App or of any copy thereof. You may not: (a) modify, disassemble, decompile, or reverse engineer any Mobile App, except to the extent that such restriction is expressly prohibited by applicable law; (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any Mobile App to any third party, or use any Mobile App to provide time sharing or similar services for any third party; (c) make any copies of any Mobile App; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of any Mobile App, features that prevent or restrict use or copying of any content accessible through any Mobile App, or features that enforce limitations on use of the Mobile App; or (e) delete the copyright or other proprietary rights notices on any Mobile App. You agree that we may, from time to time, issue upgraded versions of Mobile Apps and may automatically electronically upgrade the version of the Mobile App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and you understand and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated into a Mobile App is covered by the applicable open source or third-party license, if any, authorizing use of such code. We or our third-party partners or suppliers retain all right, title, and interest in and to any Mobile Apps (and any copies thereof). Any attempt by you to transfer or delegate any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
8.2 iOS App. This Section 8.2 applies to any Mobile App you acquire from the Apple App Store (such Mobile App, the “iOS App”). These Terms are solely between you and Wafi, not Apple, Inc. (“Apple”), and Apple has no responsibility for the iOS App or content thereof. Your access to and use of the iOS App must comply with the usage rules set forth in Apple’s then-current Apple Media Services Terms and Conditions. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms and any law applicable to Wafi as the provider of the iOS App. Apple is not responsible for addressing any claims of you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the iOS App, or your possession and use of the iOS App, infringes that third party’s intellectual property rights, Wafi, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, to the extent required by these Terms. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms as they relate to the iOS App, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as they relate to the iOS App against you as a third-party beneficiary thereof.
8.3 Android App. This Section 8.3 applies to any Mobile App you acquire from the Google Play Store (such Mobile App, the “Android App”): (a) these Terms are between you and Wafi only, and not Google LLC or any affiliate thereof (collectively, “Google”); (b) your access to and use of the Android App must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of the Google Play Store where you obtained the Android App; (d) Wafi, and not Google, is solely responsible for the Android App; (e) Google has no obligation or liability to you with respect to the Android App or these Terms; and (f) Google is a third-party beneficiary to these Terms as they relate to the Android App.
14. Termination
You may close your User Account and terminate your relationship with us without cost, but you will remain liable for all obligations related to your User Account even after your User Account is closed and for all activities occurring prior to termination. As soon as you close your User Account, you immediately forfeit any and all Credits or Rewards in your User Account, without refund. You may not close your User Account to evade an investigation or if you have a pending transaction or an open dispute or claim. We may, with or without cause and without notice (unless required by applicable law), terminate your User Account or use of the Service at any time in our sole and absolute discretion. If your User Account is terminated or you request that we delete your personal information (and we honor such request), you shall seek any refund related to goods or services purchased from Merchant in connection with the Service directly from the Merchant, unless we otherwise agree to assist you with the refund.
15. Indemnity
You agree to defend, indemnify and hold harmless Wafi and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your mobile phone, authentication pin code, or other appropriate security code.
16. No Warranty
THE SERVICE AND ALL CREDITS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE AND/OR CREDITS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND CREDITS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAFI OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAFI, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT FOUND ON OR THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE OR CREDITS WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE OR CREDITS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
FURTHER, WAFI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WAFI WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAFI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. 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 SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAFI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAFI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO WAFI HEREUNDER OR $100.00, WHICHEVER IS GREATER.
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.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
18. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
18.1 Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain 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 our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
18.2 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM WAFI. You, Wafi, and our Financial Institution 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).
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.
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.
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.
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.
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.
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.
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.
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.
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.
Nothing in this Section shall be deemed as: preventing Wafi from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
18.3 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WAFI AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER WAFI USERS. YOU AND WAFI FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WAFI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
19. General
19.1 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wafi without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
19.2 Notification Procedures and Changes to the Agreement. Wafi may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Wafi in our sole discretion. Wafi reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Wafi is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Wafi may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the terms of this Agreement or any future Terms of Service, do not use or access (or continue to access) the Service.
19.3 Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Wafi in connection with the Service, shall constitute the entire agreement between you and Wafi concerning the Service. Except as otherwise stated in Section 13.2, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
19.4 Survival. Any terms of this Agreement that by their nature extend beyond its termination remain in effect until fulfilled. Subject to applicable law, Wafi may retain personal information about you, including in order to process any refunds, chargebacks or other transactions or as otherwise determined by applicable law.
19.5 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Wafi’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
19.6 California Residents. The provider of services is: Wafi Inc., 7088 N. Mariposa Avenue, Dublin, CA 94568, telephone 510-571-9849. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
19.7 Contact. Please contact us at help@wafi.cash with any questions regarding this Agreement.
Last updated 07/20/2024
