Wafi enables businesses and individuals to pay and get paid fast. Businesses of varying sizes use our Services to send, receive and manage payments. Businesses and individuals use our Services by creating an account with Wafi (“Wafi”, “we”, “us”, or “our”) or use it through other businesses or individuals that have created an account with us. When individuals or businesses initiate payment instructions using our Services, we automatically send it to our Financial Institution Partners, who processes and completes the transaction using those instructions.
These Wafi Account Terms of Service (“TOS”) are a legal agreement between you and Wafi, Inc. (“Wafi”) and our Financial Institution Partners (“FIP”), and govern your use of Wafi’s services, including mobile applications, websites, software, cloud-based solutions, hardware, and other products and services (collectively, the “Services”).
Wafi obtains Personal Data about you from multiple sources depending on how you access our Services. “You” may be a visitor to one of our Sites or mobile applications (“Visitor”), or a user of our Services (“User”or “Wafi User”), a direct or indirect customer of a User (“Customer”). As a Wafi Customer, your agreement with the Wafi User should explain how the Wafi User shares your personal data with Wafi. Please direct any questions you may have to the Wafi User.
2. Money Movement
Wafi is not a money transmitter and does not perform money transmission or money transfer or payment services. All payments made are based on the instructions transmitted to Wafi through the User and are processed and completed by our Financial Institution Partners, who are regulated financial institutions. To the extent that your Wafi Account permits you to hold a stored value of funds associated with your Wafi Account in your Wafi Wallet, any funds held in your Wafi Wallet are held by our Financial Institution Partners in one or more pooled holding accounts. FUNDS HELD IN SUCH HOLDING ACCOUNTS MAY NOT BE ELIGIBLE FOR SHARE INSURANCE OFFERED BY THE NATIONAL CREDIT UNION SHARE INSURANCE FUND AND ARE NOT ELIGIBLE FOR INSURANCE SPONSORED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. IN THE EVENT OF A FINANCIAL INSTITUTION PARTNER RECEIVERSHIP, YOU MAY LOSE VALUE.
In order to transmit payment requests, you must link at least one US based bank or credit union account which is in good standing with your financial institution to Wafi. When you transmit payment requests, you authorize Wafi to send such payment requests to our Financial Institution Partners, who you authorize to automatically debit or credit your Wafi connected bank account in accordance with your payment instructions. You are solely responsible for any terms, fees or restrictions set by your bank or credit union including non sufficient fund fees and overdraft fees.
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 sends you One Time Passcode (OTP) via SMS and 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.
4. Updates, Disclosures and notices
We may, at any time, update our Terms of Service by posting an updated version on our website or communicating it to you through our Services. The updated version will be effective from the moment it is posted. By continuing to interact with our Services, you are consenting to the practices described in the updated Terms of Service.
We may issue disclosures and notices required by law and other information about your Wafi account to you electronically, by posting it on our website, sending you a push notification or in app notification, or by emailing it to the email address you provided to Wafi. By interacting with the Wafi Services, you consent to receive all communications, terms, disclosures, notices and statements (“Communications”) from Wafi electronically and confirm that you can access and retain such communicated information.
These electronic Communications are considered the same as paper notices and are considered received 24 hours after they were posted to our website, or 24 hours after the electronic disclosures or notices were sent to you unless we receive a not delivered message from the Services. If you wish not to receive electronic Communications from Wafi, please contact the Wafi Support team. Because our Services require electronic Communications, we will terminate your Wafi Account and Services upon receipt of your request.
You may not use Wafi Services, nor may you permit any third party, directly or indirectly, to engage in illegal or fraudulent activities or benefit any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC) or engage in transactions related to or in furtherance of the following activities:
- Sale or purchase of illegal goods, including but not limited to stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety
- Marijuana-related businesses (including but not limited to manufacturers, dispensaries, and those engaged in the business of marketing, buying, growing, selling, or otherwise promoting medical or recreational marijuana
- Export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII)
- Illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi or pyramid schemes, and money laundering
- Adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services
- Debt collection, relief, or counseling
- Gun sellers and firearm or ammunition sales
- Unlicensed or unregistered Money Services Businesses, as that term is defined at 31 C.F.R. 1010.100(ff) and under corresponding state regulations;
- Promotion of hate, violence, harassment, or abuse.
- Engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599). Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or the Crimea Region. If found to be in apparent violation of these restrictions, your account could be terminated and your funds could be held for an indefinite period of time
- Perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure
- Access or monitor any material or information on any Wafi system using any manual process or robot, spider, scraper, or other unauthorized automated means
- Violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services
- Use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement
- Copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from Wafi
- Transfer any rights granted to you under these Terms of Service
- Use the Services in a way that distracts or prevents you from obeying traffic or safety laws
- Use the Services for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm
- Use the Services for any illegal activity or goods or in any way that exposes you, other Wafi Users, our partners, or Wafi to harm
- White label ATM services
- Otherwise use the Services except as expressly allowed under these Terms.
If we reasonably suspect that you have used Wafi Services for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Wafi Account, your Wafi Services, and any of your transactions with law enforcement
6. Using Our Services
You may only use Wafi Services for lawful purposes at all times. You must comply with all applicable local, state and federal laws, regulations, guidance and rules. In the event that you are using your Wafi account or Wafi Services for any activity we determine to be high risk or to expose us or other Wafi Users or Customers to an unacceptable level of risk, we may suspend or terminate your Wafi account or Services. In addition to the above, if we discover or suspect that you are using your Wafi account or the Wafi Services for any illegal or fraudulent purpose, we may share your information with any government or regulatory authority, financial institution, or law enforcement agency we deem necessary to fulfill our obligations to comply with applicable laws.
If you are a business entity (includes sole proprietors, non-profit organizations, Limited Liability Corporations and other registered business types) using our Services, you attest that you are using our Services for a legitimate business purpose, you are authorized to provide the information to Wafi, and at least one member of you Wafi account is an authorized business representative who is able to bind the business to our TOS.
7. Payment terms
You shall operate and use the ACH Service in accordance with the transaction limits approved by Wafi and in accordance with the Nacha Operating Rules. Wafi may modify your transaction limits at any time upon reasonable notice to you.
8. Payment Processing Services
Wafi works in partnership with our Financial Institution Partners enables you to process payments using our Services. By using our Services, you are able to submit Charges (as defined below), we may place restrictions, limit or refuse to process Charges for any Restricted Businesses, or for Charges submitted in violation of this TOS.
The following terms used in this TOS relate to your use of our Payment Processing Services:
“Charge” is a credit or debit instruction to capture funds from an account that a Customer maintains with a bank, credit union or other financial institution that is connected to a Transaction.
“Dispute” is an instruction initiated by a Customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network; and disputes on the Automated Clearinghouse (ACH) network).
“Fines” is any fines, levies, or other charges imposed by us, our Financial Institution Partners or caused by your violation of Laws or this Agreement
“Payment Method Rules” is the guidelines, bylaws, rules, and regulations imposed by our Financial Institution Partners, the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by Wafi (including the payment card network operating rules (“Network Rules”) for the Visa, Mastercard, Discover and American Express networks; and the NACHA operating rules that apply to the ACH network).
“Payment Processing Services” are Services that you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.
“Payment Method” means a type of payment method that Wafi accepts as part of the Payment Processing Services, such as debit card, ACH and RTP.
“Refund” is an instruction initiated by you to return funds to a Customer for an existing Charge.
“Return” means an instruction initiated by you, a Customer, our Financial Institution Partners to return funds unrelated to an existing Charge.
“Reversal” means an instruction initiated by our Financial Institution Partners, a customers’ Financial Institution or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by the receiving Financial Institution or (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or your use of Payment Processing Services violates this TOS.
9. Payment Processing; Cancellations, Disputes, Refunds, Reversals
You shall only submit payment requests including credit and debit instructions to Wafi that are duly authorized by your customers. In order to process your payment requests, you authorize us to process payment requests on your behalf and direct us and our Financial Institution Partners to charge, receive and settle any amounts owed to you through the Payment Processing Services.
You may not, other than as required by these Terms Of Service, grant or assign any interest in the amounts credited to your Wafi Wallet until such a time that the amount has been paid into your connected bank account. You appoint and authorize Wafi as the Payment Partner for the limited purpose of directing, processing, receiving, holding and settling such payment on your behalf. You agree that Wafi’s receipt of such payments satisfies the end-customer’s obligation to make payments to you. Wafi will promptly update your Wafi Wallet balance to reflect any payments received on your behalf.
Except separately agreed between Wafi and a Customer, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Processing Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. Wafi is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
You are instantly responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. We may decline to act upon a Refund request, or delay execution of the instruction, if: (i) it would cause your Wafi Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction). In most but not all cases, when you have requested a refund, Wafi will charge your connected bank account for the required funds to fulfill the refund request and once those funds have been received, Wafi will proceed to fulfill the refund request.
In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the Wafi API or the Wafi Dashboard. We may request additional information to provide to our Financial Institution Partners or Payment Method Providers and Payment Method Acquirers to assist you in contesting the Dispute, but there is no guarantee that your challenge will be successful. Our Financial Institution Partners, Payment Method Providers and Payment Method Acquirers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, your Wafi Account will, subject to deductions of any fees or fines owed, be credited with the funds associated with the Charge that is the subject of the Dispute (or a portion thereof). You may not submit a new Charge that is a duplicate of a Transaction that is subject to a Dispute.
Please note that, you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. Wafi does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product.
A Reversal for a Charge may be issued if the Charge is made without the account owner’s authorization or in connection with a Restricted Business, violates the applicable Payment Method Rules, our Financial Institution Partners Rules, or for other applicable reasons. If a Reversal is issued, we will provide you Notice and a description of the cause of the Reversal.
10. Responsibilities and Disclosures to Your Customers
It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Processing Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that Wafi and its affiliates process Transactions (including payment Transactions) for you. You also agree to maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.
The Payment Processing Services may include functionality that enables you to receive recurring or subscription payments from your Customers, and to issue invoices to your Customers. If you use the Payment Processing Services to submit recurring or subscription Charges, you agree to comply with applicable Laws and Payment Method Rules, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or canceling their recurring billing or subscription. If you use the Payment Processing Services to issue invoices to your Customers, you understand and agree that it is your responsibility to ensure that the form and content of the invoices comply with applicable Laws, and are sufficient to achieve any legal or tax effect that you are trying to achieve.
If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices (“UDAAP”).
11. Payment Methods
a. Automated Clearinghouse (ACH) and Real Time Payment network (RTP): The ACH and RTP networks are controlled and managed by the National Automated Clearinghouse Association (NACHA) and its member organizations. When submitting Charges over the ACH and RTP networks, you are required to comply with the NACHA Operating Rules. NACHA may amend the NACHA Operating Rules at any time, and we may amend this Agreement or make changes to the Payment Processing Services as necessary to comply with the NACHA Operating Rules.
You understand and accept your role as the Originator (as defined in the NACHA Operating Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH or RTP networks. Such consent must be in a form and manner that complies with the NACHA Operating Rules. As with other Payment Processing Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by applicable Law. You also agree to maintain the security and integrity of all information you collect as part of an ACH or RTP Transaction. Any Disputes or unauthorized Charges using the ACH or RTP network may result in you becoming unable to accept ACH or RTP payments.
b. Payment Cards: When accepting payment card payments, you must comply with all applicable Network Rules, including the Visa Rules and Regulations Rules specified by Visa U.S.A., Inc. and Visa International (“Visa”), the Mastercard Rules specified by MasterCard International Incorporated (“Mastercard”), the American Express Merchant Operating Guide specified by American Express, and the Discover Network Rules (please contact Discover for a copy) specified by Discover Financial Services, LLC (“Discover”). Collectively, Visa, Mastercard, American Express and Discover are referred to in this Agreement as the “Networks”.
Customers typically raise payment card network Disputes (also known as “chargebacks”) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High Dispute rates (typically those exceeding 1%) may result in your inability to use the Payment Processing Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.
When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) initiating a Refund more than five calendar days after issuing a credit to your Customer, (iii) accepting cash, its equivalent, or any other item of value for a Refund, (iv) acting as a payment facilitator, intermediary or aggregator, or otherwise reselling Payment Processing Services on behalf of others, (v) submitting what you believe or know to be a fraudulent Charge or a Charge that has not been authorized by the cardholder, (vi) submitting a Charge where the Transaction has not been completed or the goods or services have not been shipped or provided (except where the cardholder has paid a partial or full prepayment or the cardholder’s consent is obtained for a recurring transaction), (vii) splitting Transactions into multiple Charges unless certain criteria are met, or (vii) using Payment Processing Services in a manner that is an abuse of the payment card networks or a violation of the Network Rules.
If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the Network Rules, we may submit information about you, Representatives, your beneficial owners and principals, and other individuals associated with your Wafi Account, to the MATCH terminated merchant listing maintained by Mastercard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting. Our reporting of information under this paragraph is separate from any other right that we may exercise under this Agreement, and we may separately terminate this Agreement or suspend your Wafi Account due to the misuse or damaging activity that caused us to make the report.
12. Settlement and Payout Schedule
a. Your Wafi Connected Account: Wafi will, with its Financial Institution partners, arrange to settle funds to the bank or other financial institution account that you designate (your “Wafi Connected Account”). You affirm that you are authorized to initiate settlements to and debits from the Connected Account, and that the Connected Account is owned by you, titled in your legal or trade name, and held and managed by a financial institution located in the United States of America. If you update your Connected Account via the Dashboard or API, you must make sure that you continue to comply with the requirements of this section. Wafi may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
b. Settlement to Your Connected Account: A positive balance in your Wafi Wallet account, can be settled at any time to your Connected Account. A negative balance in your Wafi Wallet account will result in a deduction of the amount owed from your Connected Account. We may reduce the amount settled to your Wafi Wallet or your Connected account by the amount of Fees, Fines and any other amounts owed to Wafi for any reason. If a settlement or debit is processed via ACH, you acknowledge that the NACHA Operating Rules will apply to the settlement or debit, and you agree to be bound by these rules.
c. Payout Schedule: The term “Payout Schedule” refers to the time it takes for us to initiate settlement to your Connected Account. Your Payout Schedule is specified in the Dashboard. Wafi may require a holding period before making an initial settlement to the Connected Account. After the initial settlement of funds, we will settle funds to the Connected Account according to the Payout Schedule. We are not responsible for any action taken by the institution holding your Connected Account to not credit the Connected Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Connected Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Wafi Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
d. Incorrect Settlement: The information required for settlement will depend on the financial institution holding the Connected Account. Please make sure that any information about the Connected Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.
13. Clearing Funds and Reserves
All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”) with our banking partners. We will settle funds to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.
In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to Wafi, Customers, or others associated with your Wafi Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) your Wafi Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Processing Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Wafi Account, if required to do so by Payment Method Providers or Payment Method Acquirers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Processing Services, by debiting the Payout Account or another bank account associated with your Wafi Account, or by requesting funds directly from you.
To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.
14. Security Interests, Collection, and Set-Off Rights
a. Security Interests: You grant us a lien and security interest in all funds for Transactions that we process for you, including funds that we deposit into your Payout Accounts, as well as funds held in any other bank accounts to which such Transaction funds are deposited or transferred. This means that if you have not paid funds that you owe to us, your Customers, or to any of our partners, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Wafi Account (including your Payout Accounts). Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1).
b. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our partners on demand. Your failure to pay amounts owed to us or to our partners under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost.
Where possible, we will first attempt to collect or set-off amounts owed to us and to our partners from balances in your Wafi Account or from funds that we hold in Reserve. However, we may collect any amounts you owe us under this Agreement by deducting or setting-off amounts that you owe from the Wafi Wallet account balance (or debiting the Connected account for such Wafi account) for any Wafi account that we determine, acting reasonably, is associated with your Wafi Account. Similarly, we may deduct or set-off amounts from your Wafi Account balance (or debit your Payout Accounts) in order to collect amounts owed to us in relation to such associated Wafi accounts.
In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee”) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.
15. Reconciliation and Error Notification
The Dashboard contains details of Charges, Charge history, and other activity on your Wafi Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Processing Services with your records of Customer Transactions, and for identifying any errors.
You agree to review your Wafi Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by Wafi or our Financial Institution Partners or a Payment Method Provider, and, when appropriate, attempt to rectify them by crediting or debiting the Connected Account or Wallet identified in the Dashboard.
However, you should be aware that your ability to recover funds you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any Connected Account. For Transaction errors, we will work with you, our Financial Institution Partners and our Payment Method Providers to correct a Transaction error in accordance with the applicable Payment Method Rules.
If you fail to communicate an error to us for our review without undue delay and, in any event, within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Financial Institution Partners or our Payment Method Providers for any amounts associated with the error.
16. Dormant Accounts
If you leave any funds dormant in a Wafi Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Wafi Account to be abandoned, and will deliver them to the appropriate government authority (such as the California Controller’s Office).
17. Compliance and Verification
In order to use our Services, we may need to verify your identity and your business identity. To do this we may ask you to provide your legal name, business name, address, business address, email address, phone number, date of birth, taxpayer identification (EIN for businesses and SSN for individuals), and in some cases a form of identification (Government issued identification for individuals and Articles of Incorporation or other company formation documents for businesses) or other identifying documents.
You must be at least 18 years old to use our Services. If you are between the ages of 13 and 18, an authorized legal or business representative who is at least 18 years old is required in order to use our Services. For individuals using our Services, we may need to verify your identity, using some or all of the information or additional information other than those listed above.
USA Patriot Act Notice: Important information about procedures for opening a new account under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to collect, verify, and store information that identifies each person who uses its Services. What this means for you is that when you create a Wafi Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask you to provide a form of identification with your photograph or other identifying documents.
Wafi will neve ask you for your Wafi account login credentials. Do not share your login credentials with anyone. Wafi uses One-Time Password (OTP) technology, delivered to you via email or SMS, as an extra layer of security to protect your Wafi account, Wafi will never ask you for your OTP code. Do not share your OTP code with anyone.
You are solely responsible for keeping your login credentials and OTP secret and away from bad actors. You are responsible for all activities that take place in your Wafi account whether or not it is authorized by you.
If you are accessing Wafi Services via API, it is your responsibility to keep your account API Secret and Tokens secret and away from bad actors. You are responsible for all activities that take place with your unique API access credentials whether or not it is authorized by you.
19. Support and Complaint
A. Support: Wafi will provide you with general support for issues related to your Wafi account and your use of our Services. The support includes materials, documentation and helpful articles and other pages provided to you on our website. If you have any questions or need help with any of our Services, start by reviewing the documentation and materials provided on our website and app and if you still have questions after reviewing them, contact us at email@example.com.
B. Complaint: Merchants are solely responsible for providing support and responding to complaints from Customers who transact with them. Merchants must respond in a timely manner and fully resolve complaints raised by Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to their products and services and business activities.
Customers can contact Wafi at firstname.lastname@example.org if they are unable to resolve issues directly with Merchants or if they are unable to get in touch with a Merchant to deliver a complaint or for any other reason. In such a case, Wafi will promptly document the complaint, resolve it where possible or pass it on to the relevant Merchant for resolution. Merchants should resolve Customer complaints within 15 business days. Failure to resolve Customer complaints in a timely manner can result in the suspension or termination of your Wafi Account.
You may stop using Wafi Services at any time. You may terminate this agreement by notifying Wafi that you wish to close your Wafi account or by terminating your relationship with the Wafi User who is providing you access to the Wafi Services.
Wafi may close your account or terminate your Services at any time, for any reason, by notifying you. Wafi reserves the right to update or terminate the Wafi Service at any time, for any reason.
21. Trademark and Intellectual Property
Wafi respects the trademark and intellectual property rights of others and asks that you do the same. Wafi is the sole owner of the Wafi name, logo, image, icon and any other representation of Wafi that exists. Wafi is the owner of all rights, interest, and title in and to the intellectual property in the Wafi Platform and any Wafi documentation (including without limitation any patents, copyrights, rights of publicity, trademarks, logos, designs, trade dress, and trade secrets). All rights in the Wafi intellectual property not expressly granted to you in this TOS are reserved.
You must not and must not allow any third party to use your Wafi Account and the Wafi Services to:
- claim or register any Wafi intellectual property on your behalf or on behalf of others
- import or export any portion of the Wafi Platform to a person or country in violation of export control laws
- copy, reproduce, post, transmit, resell or distribute the Wafi-Enabled Services or any content or data obtained through the Wafi Services or our website
- access or attempt to access non-public Wafi information
- hack or develop workarounds to any technical limitations placed on your Wafi Account by Wafi or Wafi’s client
- reverse engineer the Wafi Platform or any component of the Wafi Services
- engage in any activity that would interfere with or affect Wafi’s ability to provide the Wafi Platform or the Wafi Services, including sending an unreasonably large number of requests in quick succession to the Wafi Platform
- attempt any of the foregoing.
22. Binding Arbitration
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.
You will indemnify, defend, and hold us, our Financial Institution Partners and our Partners (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to:
- any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms
- your wrongful or improper use of the Services
- your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights
- your violation of any law, rule or regulation of the United States or any other country
- any third-party claims made by your Customers regarding Wafi’s or our FIP’s processing of your customer’s Personal Information in connection with providing you with the Services
- any other party’s access and/or use of the Services with your unique name, password or other appropriate security code, or OTP; and (g) any transaction, purchase, good or service in respect of which Wafi provides, or provided, you with payment processing services in accordance with our Terms of Service
You are liable for any reversed or failed transactions, fees, fines, claims, penalties and other liabilities Wafi, our Financial Institution, Partners or other Wafi Customers incurs in connection to your use of our Services. Without limiting the preceding statement, you agree to indemnify when the following occurs:
- A transaction or payment is reversed
- A transaction or payment fails
- A transaction or payment is returned
- A transaction fails due to your inaccurate or incomplete information
- A transaction or payment is canceled or rejected by you, or the recipient, or their bank or credit union
In order to recover any due amounts, you authorize Wafi to automatically and immediately debit your Wafi Wallet and, or your connected bank account. If Wafi is unsuccessful in charging you for amounts due, we may at our sole discretion suspend, or terminate your Wafi Account or Services. If Wafi determines that your Wafi Account is in violation of these TOS or that your use of our Services, puts us, our Financial Institution Partners or other Wafi Users and Customers at risk or threat, or if we are unable to verify your identity, we may in addition to the above do the following:
- Suspend your access to you Wafi Account or Services
- Suspend your access to funds held in your Wafi Wallet
- Take collections action against you to recover our losses
- Notify the Wafi User, your financial institution, our Financial Institution Partners and law enforcement, or other third parties affected by your actions
- Taking legal action against you.
25. Limitation of Liability
IN NO EVENT WILL WAFI BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, WAFI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL WAFI BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR WAFI ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF WAFI IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WAFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
26. Governing Law
These Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.
27. Third Party Services and Links to Other Businesses
You may be offered services, products and promotions provided by third parties and not by Wafi, including, but not limited to, third party developers who use Wafi’s services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Wafi.
Wafi does not endorse, guarantee, or sponsor any of the third parties or Wafi Users who provide you with the Wafi Services. We are not responsible for the provision or failure to provide any services or goods by a Wafi User or other third party or any other act or omission of such. Your relationship with such a third party or Wafi User is governed by the terms of the agreements you enter into directly with the third party or Wafi User.
The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Wafi. Such third party websites are not governed by these Terms of Service. You access any such website or platform at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s or platform’s own terms, rules and policies.
28. No Warranties
YOUR WAFI ACCOUNT AND THE WAFI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE WAFI SERVICES IS AT YOUR OWN RISK. WAFI, OUR FINANCIAL INSTITUTION PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER WAFI NOR OUR FINANCIAL INSTITUTION PARTNERS HAS CONTROL OF, OR LIABILITY FOR, ANY ACTS OR OMISSIONS OF OR SERVICES OR GOODS OFFERED BY THE WAFI USER WHO PROVIDES YOU ACCESS TO YOUR WAFI ACCOUNT OR SERVICES. NEITHER WAFI NOR OUR FINANCIAL INSTITUTION PARTNERS REPRESENTS OR WARRANTS THAT YOUR WAFI ACCOUNT OR THE WAFI SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAFI WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER WAFI NOR OUR FINANCIAL INSTITUTION PARTNERS SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
30. Force Majeure
You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Wafi may suspend your Wafi Account and the Wafi Services and our Financial Institution Partner may suspend service and access to funds in a holding account.
These Terms of Service, along with any applicable terms and policies of Wafi or our Financial Institution Partners, set forth the entire understanding between the Parties with respect to your Wafi Account and the Wafi Services. Any failure of Wafi or our Financial Institution Partners to enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. Any provision of these Terms of Service to be invalid or unenforceable under applicable law shall be struck, and the remaining provisions will continue in full force and effect. Sections 8 (Your Liability and Actions We May Take), 9 (Consent to Receive Electronic Communications), 10 (Intellectual Property), 12 (Disputes with Wafi), and 13 (General), as well as any other terms which by their nature should survive, will survive the termination of this TOS.
Last updated 01/24/2023