1. Use of Wallit Services. During the term of this Agreement, Wallit grants you a limited, revocable, non-exclusive, non-assignable, non-sublicenseable right to access and use the applicable Wallit Services as it is intended to be used and in accordance with this Agreement, all policies and documentation provided to you by Wallit or made available through the Site and applicable law. You covenant and agree to comply with, and acknowledge that your continued use of the Wallit Services is conditioned upon your compliance with, this Agreement, all applicable Wallit policies and procedures and applicable law.
2. Wallit Services. The Site is designed to enable you to access and pay for certain services and products available at third party online merchants with whom Wallit has a relationship (the “Participating Merchants”) following activation and maintenance of your Account in accordance with and subject to the terms and conditions set forth in this Agreement (the “Wallit Services”).
3. Eligibility Requirements.
(b) Personal Information; Anti-Money Laundering. Wallit is committed to full compliance with all applicable laws and regulations regarding Anti-Money Laundering (“AML”). Wallit’s policy is to prevent people engaged in money laundering, fraud, and other financial crimes, including terrorist financing, from using Wallit’s services. To comply with OFAC (Office of Foreign Asset Control) requirements, and global sanctions, we may screen our customer accounts against government watch lists. As part of our AML procedures, we collect information from you to satisfy our Know Your Customer requirements. You authorize Wallit, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other documentation and information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments or verifying your personally identifiable information (“Personal Information”) against third party databases or through other sources. If you use certain Wallit Services, federal law may require that Wallit verify some of your Personal Information. Wallit reserves the right to close, suspend, or limit access to your Account and/or the Wallit Services in the event we are unable to obtain or verify this Personal Information.
(c) Authority. In the case of a User that is an individual, you hereby represent and warrant to Wallit that the individual entering into this Agreement is the individual User identified on the application or has a written power of attorney to bind such User to this Agreement and act on behalf of such individual User in connection herewith. In the case of a User that is an entity or trust, you hereby represent and warrant to Wallit that the individual entering into this Agreement has the power and authority to bind such entity to this Agreement and act on behalf of such entity in connection herewith.
(d) Jurisdiction of Use. Wallit may not be available to Users located in all states or other jurisdictions. When you accept this Agreement, you will be asked to provide your state of residence (in the case of an individual) or your principal place of business (if any entity), as applicable. We reserve the right to deny your application to use the Wallit Services or immediately terminate this Agreement and your use of the Wallit Services if your access or your use of the Wallit Services (or any component thereof) would violate the applicable laws of the United States, the applicable laws of the state, country or other jurisdiction in which you are accessing the Wallit Services or the applicable laws of your state of residence or place of business, as applicable.
(a) Accounts. When you login with your password and username, the Site will indicate the balance (the “Balance”) of any funds you have paid or transferred into to your account wallet (your “Account”) less the purchases you have made from Participating Merchants. Any Balance in your Account will not earn interest, may not be fully insured and will only be refundable in accordance with the terms of this Agreement. Wallit will not process any Wallit Services unless the amount in your Account exceeds the cost of the charge(s) of the applicable services and/or products from the Participating Merchant.
(b) Limitations on Balance and Purchase Amounts. A User’s Balance in their Account is prohibited from exceeding Two Thousand Dollars ($2,000.00) at any one time or at any point in any single calendar day, including the Balance at the beginning of a calendar day and any transfers to the Account during such calendar day. Further, it is Wallit’s policy that no single purchase of goods or services from a Participating Merchant may exceed Five Hundred Dollars ($500.00).
(c) Withdrawal of Account Balance. Subject to the terms and conditions set forth in this Agreement, you may withdraw funds from your Account at any time by following the instructions in your Account profile. Upon a withdrawal from your Account, the requested withdrawal amount less a withdrawal administrative fee of Two Dollars ($2.00) and less the amount of any pending payments, will be refunded to the applicable credit card or debit card by a credit reimbursement; provided, however, if the remaining Balance in your Account is less than the total of Two Dollars ($2.00) and the amount of any pending payments, the withdrawal request will be denied, unless legally prohibited.
(d) Closing Your Account. Subject to the terms and conditions set forth in this Agreement, you may close your Account at any time by following the instructions in your Account profile. Upon Account closure, (i) any Balance in your Account in excess of Two Dollars ($2.00) will be refunded to you by a credit reimbursement on a credit or debit card identified by you or, if available, via a transfer to a bank account specified by you and (ii) Two Dollars ($2.00) or any Balance in your Account of less than Two Dollars ($2.00) will be forfeited as an administrative fee, unless otherwise legally prohibited. If you have a pending payment, we will not close your Account until that payment has been made, but we may limit your ability to make additional transactions using your Account. You may not close your Account to evade any obligations or liabilities owed to a Participating Merchant or to Wallit, whether arising from a violation of the terms of this Agreement or otherwise, and Wallit may hold your Account for up to one hundred eighty (180) days to protect Wallit, its affiliates, or a third party against such obligations or liabilities. You will remain liable for all obligations related to your Account even after the Account is closed.
(e) Escheatment of Dormant Accounts. If you do not log in to your Account for two (2) or more years, Wallit may close your Account in accordance with Section 4(d), above, or, if required, escheat (send) your Balance to your state of residency. Wallit will determine your residency based on the state you identify as your primary address when you accept this policy or as updated by you in your Account profile. If the state of your primary address is unknown or registered in a foreign country, your Balance will be escheated to the state of Wisconsin. Where required, Wallit will send you a notice prior to escheating or closing your Account, except that Two Dollars ($2.00) or any Balance in your Account of less than Two Dollars ($2.00) will be forfeited as an administrative fee, unless legally prohibited. If you fail to respond to this notice, your Balance will be escheated to the applicable state. If you would like to claim any escheated balance from the state, please contact your state’s Unclaimed Property Administrator.
(f) Past Due Amounts. If you have a past due amount owed to Wallit or a Wallit affiliate and the amount is not the subject of a dispute, Wallit may debit your Account to pay any such amount.
(g) Security Interest. To secure your performance of this Agreement, you grant to Wallit a lien on and security interest in and to the Balance in your Account.
(a) You may terminate this Agreement and your use of the Wallit Services with not less than thirty (30) days prior written notice to us at any time.
(b) Wallit may terminate this Agreement and your use of the Wallit Services with not less than thirty (30) days prior written notice to you at any time and, in addition to any other termination rights set forth herein, Wallit may, without notice, immediately terminate this Agreement and your use of the Wallit Services if:
(i) You fail to comply with the terms of, or are unable to pay or otherwise perform your obligations under, this Agreement or any policies of Wallit identified on the Site.
(ii) We decide, in our discretion, that you become ineligible for the Wallit Services because there is a high level of risk associated with your Account or have reason to believe your use of the Wallit Services violates any applicable law or is for any unlawful purpose.
(c) The close of your Account in accordance with Section 4(d), above, shall be deemed to be a termination of this Agreement.
(d) If this Agreement or your use of the Wallit Services is terminated for any reason, your right to access or use any Wallit Services will immediately cease. Notwithstanding any termination of this Agreement, the provisions of this Agreement that expressly survive or that by their nature survive, including, without limitation, Sections 4, 5, 6, 8, 9, 10, 11, 12 and 13, shall so survive and remain in effect following termination of this Agreement for any reason.
6. Password Security; Unauthorized Transfers.
(a) Password Security. You are responsible for maintaining adequate security and control of any and all usernames, passwords or any other codes that you use to access the Wallit Services.
(b) Unauthorized Transfers. Tell us immediately if your username, password or any other codes has been lost or stolen, by calling 855-572-4285 or by writing to us in accordance with Section 10(a), below. Notifying us immediately is the best and fastest way of keeping your possible losses to a minimum. If you tell us within two (2) business days after the receipt or statement was sent to you, you can lose no more than $50.00 if someone used your username, password or other code without your permission. If you do not tell us within two (2) business days after you learn of the loss or theft of your username, password or other code and we can prove we could have stopped the unauthorized transactions if you had told us, you could lose as much as $500.00. If your Account activity shows electronic funds transfers that you did not make, tell us at once. If you do not tell us within sixty (60) days of receipt after the receipt or statement was sent to you, you may not get back any money you lost after the sixty (60) days if we can provide that we could have prevented the transactions if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.
(c) Statements and Receipts. Unless you choose not to receive them, Wallit will send you (i) a Communication shortly following completion of a credit or debit to your Account indicating the completion of the subject transaction, which shall constitute a receipt for such transaction and (ii) either monthly (if a transaction occurred during a month) or quarterly (if no transactions have occurred) a Communication containing a link to your transaction history during the preceding month/quarter, which Communication shall constitute your periodic statement.
(d) Business Day. As used in this Agreement, “business day” means Monday through Friday, excluding the following holidays: New Year’s Day, Birthday of Martin Luther King, Jr., Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day (except, if a holiday falls on a Saturday, the holiday will be the prior Friday and if a Holiday falls on a Sunday, the holiday will be the following Monday.
7. Your Privacy.
8. Payment Procedures.
(a) Tax Matters. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive through the Wallit Services, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Wallit is not responsible for determining whether taxes apply to any transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
(b) Credit Card Information. You are required to maintain the accuracy of your credit card information and you will not be able to make or process any credits to your Account in the event such information is inaccurate or out of date. For example, in the event your credit card account number changes or your credit card expiration date changes you must update such account information.
(d) Debit Card Processing. Wallit will process your debit card funded transactions through the Visa/MasterCard network. As with credit card information, you are required to maintain the accuracy of your debit card information and you will not be able to make or process any credits to your Account in the event such information is inaccurate or out of date.
(e) Automatic Account Renewal. If you have selected the “Automatic Renewal” option to automatically add funds to your Account, you authorize Wallit to charge your credit card or debit card in the event the Balance in your Account falls below the dollar amount you specify. You agree that selection of Automatic Renewal constitutes your authorization to Wallit to apply the applicable charges to your credit card or debit card, as applicable. Once you have provided your authorization for Automatic Renewal, you will not be able to cancel the electronic transfer except in accordance with the procedures and with the requisite advance notice indicated in your Account settings. Be advised that one single payment, whether a Preapproved Payment (as defined below) or otherwise, depending on the size of such payments may trigger an Automatic Renewal of your Account; provided, however, Wallit will not trigger multiple Automatic Renewals of your Account for the same payment and in the event the amount of any such payment exceeds the Balance in your account any one Automatic Renewal Wallit may not process such payment due to insufficient funds. You give Wallit the right to resubmit any charge you authorized that is rejected.
(f) Preapproved Payments. A “Preapproved Payment” is a payment in which you authorize a Participating Merchant to charge your Account on a one-time, regular, or sporadic basis. Preapproved Payments are sometimes called “subscriptions”, “Advance Payments”, “recurring payments” or “automatic payments”. You will receive a confirmation of the completion of any Preapproved Payments upon the occurrence of the transaction by email. User can check a box to opt out of such email notices. In order to setup a Preapproved Payment, you must have a sufficient Balance in your account at the time of setup for the identified Preapproved Payment(s) or have authorized an Automatic Renewal sufficient in size to make such Preapproved Payment in combination with your Balance. By setting up a Preapproved Payment you are authorizing the applicable payment(s) in the future. To stop a Preapproved Payment you must access the Preapproved Payments section of your Account settings and follow the links to stop the payment. Once you modify your Account settings to stop a Preapproved Payment, all future Preapproved Payments to the applicable Participating Merchant will be stopped. If you stop a Preapproved Payment you may still be liable to the Participating Merchant for the payment and any applicable penalties under the terms of your agreement with the Participating Merchant and you may be required to pay the Participating Merchant through alternative means. If a User authorizes a Preapproved Payment and at the time of such Preapproved Payment such User has insufficient funds to make such payment or cancels such payment, then such User’s access to the corresponding Participating Merchant’s services and/or products will cease.
(g) Advance Payments. A User may make payments in advance for subscriptions or other services or products anticipated to be provided by a Participating Merchant in the future (an “Advance Payment”). In the event a User desires to cancel any subscription or future service or product for which an Advance Payment was made and desires to obtain a refund for such Advance Payment, a User must look solely to the Participating Merchant for the terms applicable to any such refund. Wallit will not reimburse or refund Users for any Advance Payments.
(h) Chargebacks. In the event of a Chargeback (as defined below) relating to a User, Wallit has the right to immediately (i) temporarily suspend such User’s account or (ii) permanently terminate any and all activity on such User’s Account, including any Preapproved Payments, and terminate the User’s Account. As used herein, the term “Chargeback” means a request that a buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
(i) Foreign Currencies. All payments and transactions are required to be denominated in U.S. Dollars.
(j) Processing Errors. We will rectify any processing error that we discover. If the error results in your receipt of less than the correct amount to which you are entitled, Wallit will credit your Account for the difference. If the error results in your receipt of more than the correct amount to which you are entitled, Wallit will debit the extra funds from your Account.
(k) Error Resolution Process.
(i) If you think your statement or receipt is in error or if you need more information about a payment or transfer posted to your Account, call us at 855-572-4285 or write to us in accordance with Section 10(a), below, as soon as you can. We must hear from you no later than sixty (60) days after we provided you the first receipt or statement indicating the transaction in which the problem or error appeared. The following information is required: (A) Tell us your name and account number (if any); (B) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; (C) Tell us the dollar amount of the suspected error; and (D) If you tell us orally or send us an e-message, we may require that you complete appropriate forms and return it/them to us within ten (10) business days.
(ii) We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to complete our forms and we do not receive them within ten (10) business days, we might not provisionally credit your account. For errors involving new accounts or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new accounts, we may take up to twenty (20) business days to credit your account for the amount you think is in error.
(iii) We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
(l) Our Liability for Failure to Complete Transactions. If Wallit does not complete a transaction from your Account on time or in the correct amount, we will be liable for your losses or damages. But there are exceptions. For example, we will not be responsible if any of the following applies: (i) Your Account does not have sufficient funds to make the transaction; (ii) Circumstances beyond our control (such as fire or flood) prevent the transaction; (iii) Wallit considers your Account to be inactive or dormant; or (iv) Your Account is subject to legal process or other encumbrance restricting such transfer.
9. Intellectual Property Matters.
(a) “iMoneza.com”, “iMoneza”, “Wallit.io”, “Wallit”, and all logos related to the Wallit Services (the “Wallit Logos”) are either trademarks or registered trademarks of Wallit or Wallit’s licensors. You may not copy, imitate or use them without Wallit’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Wallit. You may not copy, imitate, or use them without Wallit’s prior written consent. All right, title and interest in and to the Site, any content thereon, the Wallit Services, the technology related to the Wallit Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Wallit and its licensors.
(b) You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software associated with the Wallit Services. You acknowledge that all rights, title and interest to all such software are owned by Wallit or its licensors. Any third party software application you use on the Site is subject to the license you agreed to with the third party that provides you with such software. Wallit does not own, control nor have any responsibility or liability for any third party software application you elect to use on the Site and/or in connection with the Wallit Services.
10. Notices and Communications.
(a) All notices to Wallit shall be in writing and shall either be sent via (i) U.S. mail, postage prepaid, to Wallit, PO Box 569, Brookfield, Wisconsin 53008, attention: Customer Support, or (ii) electronic mail to firstname.lastname@example.org, or such other mailing address or electronic mail address as Wallit may designate by notice duly given.
(c) In order to access and retain Communications, you will need (i) a computer with an Internet connection, (ii) a current web browser that is either Internet Explorer version 8.0 and above or the most current version of Firefox, Chrome or Safari, in either case with cookies enabled, and (iii) a valid email address (your primary email address on file with Wallit). The minimum requirements set forth herein will be updated from time to time by Wallit and you may be required to update to a more current version of a web browser and/or Adobe Acrobat Reader. You hereby confirm that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records.
11. Restricted Activities.
(a) Restricted Activities. In connection with your use of the Site, your Account, the Wallit Services, and in the course of your interactions with Wallit, other Users, Participating Merchants or other third parties, you will not do any of the following (each a “Restricted Activity”):
(i) Breach this Agreement or any other agreement or policy that you have agreed to with Wallit;
(ii) Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
(iii) Infringe Wallit’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(iv) Sell counterfeit goods;
(v) Act in a manner that is defamatory, trade libelous, threatening or harassing;
(vi) Provide false, inaccurate or misleading information;
(vii) Send or receive what we reasonably believe to be potentially fraudulent funds;
(viii) Refuse to cooperate in an investigation or provide confirmation of your identity or any Personal Information you provide to us;
(ix) Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;
(x) Conduct your business or use the Wallit Services in a manner that results in or may result in complaints, disputes, claims, Chargebacks, fees, fines, penalties or other liability to Wallit, other Users, Participating Merchants, other third parties or you;
(xi) Use your Account or the Wallit Services in a manner that Wallit, credit/debit card company or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
(xii) Provide yourself a cash advance from your credit card (or help others to do so);
(xiii) Access your Account or open an Account from a state, country or other jurisdiction pursuant to which such access or the Wallit Services are prohibited by applicable law;
(xiv) Circumvent, hack or otherwise improperly access the Site, the paywall or the products or services of any Participating Merchant or disseminate any products, services or content obtained or accessed from any Participating Merchant in violation of applicable law or other than as authorized by such Participating Merchant;
(xv) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information (including, without limitation, Data or Personal Information); use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Site without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Site or the Wallit Services;
(xvi) Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
(xvii) Use the Wallit Services to test credit card behaviors;
(xviii) Circumvent any Wallit policy or determinations about your Account such as temporary or indefinite suspensions or other Account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Account(s) when an Account has been restricted, suspended or otherwise limited; creating new or additional Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Account; and
(xix) Harass our employees, agents, or other Users or Participating Merchants.
(b) Unlawful Internet Gambling Notice. Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through the Wallit Services, your Account or your relationship with Wallit. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.
(c) Reserves and other Protective Actions. If Wallit believes there may be a high level of risk associated with your Account or your use of the Wallit Services, Wallit reserves the right to take any or all of the following actions: (i) Place a hold on payments from your Account or funds held in your Account, in which case Wallit will provide you with notice specifying the terms of the reserve; (ii) Wallit may take other reasonable actions we determine are necessary to protect against such risk, including contacting your customers, on your behalf, in the event that Wallit is investigating potential fraud; and (iii) Request at any time, and you agree to provide, any information about your business, operations or financial condition. We reserve the right to reassess your eligibility for any Wallit Service if your information or business is different from the information you provided in your application.
12. Liability for Your Actions.
(a) You are responsible for any and all costs (including, without limitation, reasonable attorneys’ fees), expenses and other liability incurred by Wallit, Wallit Representatives (as defined below), other Users, Participating Merchant or third parties caused by or arising out of your breach of this Agreement, and/or your use of the Wallit Services in violation of this Agreement or any Wallit policies. You agree to reimburse Wallit, other Users, Participating Merchants and third parties for any and all such liabilities. As used herein, the term “Wallit Representatives” means Wallit’s affiliates, subcontractors, suppliers, representatives, employees, agents and licensors.
(b) If Wallit, in its sole discretion, believes that you may have engaged in any Restricted Activities, we may take such actions as we may deem to be necessary, proper or reasonable to protect Wallit, Participating Merchants, other Users, other third parties, or you from Chargebacks, fees, fines, penalties and any other liability. Such actions include, without limitation, closing, suspending, or limit your access to your Account or the Wallit Services or warning Participating Merchants, other Users, law enforcement, or impacted third parties of your actions. Further, Wallit may halt, suspend, discontinue, or reverse any transaction using the Wallit Service in cases of actual or suspected fraud, violations of applicable laws or regulations, or deliberate disruptions to or interference with the Wallit Service.
(c) If you take an action or make an omission that constitutes a Restricted Activity, then in addition to the above actions you will be liable to Wallit for the amount of Wallit’s damages caused by such action or omission. You acknowledge and agree that $2,500 per such violation is presently a reasonable minimum estimate of Wallit’s actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to Wallit that reasonably could be anticipated because, due to the nature of such violations, actual damages would be impractical or extremely difficult to calculate. Wallit may deduct such damages directly from any existing Balance in the offending Account, if applicable, or any other Account you control.
13. Disclaimers; Limitation on Liability.
(a) Linked Sites. The Site may contain links to other affiliated or independent third-party websites (“Linked Sites”), including sites of Participating Merchants. The Linked Sites are provided solely as a convenience to Users. The Linked Sites are not under our control, and we are not responsible for and do not endorse or make any representations with respect to the content or practices of the Linked Sites, including any information or materials contained on the Linked Sites. You will need to make your own independent judgment regarding your interaction with any Linked Site.
(b) Participating Merchant Goods and Services. Wallit does not and cannot review the goods or services provided by Participating Merchants, and is not in any manner responsible for any such goods or services. You acknowledge that Wallit is not undertaking any obligation or liability relating to such goods or services. You acknowledge and agree that Wallit does not guarantee access to any goods or services provided by any Participating Merchant or that Wallit Services will continue with any Participating Merchant. Access to the goods or services of a Participating Merchant may cease at any time, whether temporarily or permanently. Wallit does not have any control over the products or services that are paid for with the Wallit Services and Wallit cannot ensure that a buyer or a Participating Merchant you are dealing with will actually complete the transaction or is authorized to do so.
(c) Limitations of Liability. IN NO EVENT SHALL WE, OUR AFFILIATES, AND THE WALLIT REPRESENTATIVES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR THE SITE, THE WALLIT SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF WALLIT REPRESENTATIVES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. THE LIABILITY OF WALLIT AND THE WALLIT REPRESENTATIVES UNDER THIS AGREEMENT AND IN CONNECTION WITH THE WALLIT SERVICES WILL BE LIMITED TO THE LESSER OF: (I) TEN DOLLARS ($10) AND (II) THE DOLLAR VALUE OF ALL TRANSACTIONS YOU INITIATE UTILIZING THE WALLIT SERVICES WITHIN THE SIX-MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM AROSE. TO THE EXTENT THE LIMITATIONS ABOVE ARE NOT ALLOWED BY APPLICABLE LAW, LIABILITY OF WALLIT AND THE WALLIT REPRESENTATIVES UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WALLIT AND THE WALLIT REPRESENTATIVES ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF OR YOUR INABILITY TO USE WALLIT’S SITES AND SERVICES; (2) DELAYS OR DISRUPTIONS IN WALLIT’S SITES AND SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING WALLIT’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO WALLIT’S SITES OR SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SITE OR WALLIT’S SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS USER AGREEMENT OR WALLIT’S POLICIES. WALLIT RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN. 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.
(d) No Warranty. THE WALLIT SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WALLIT AND THE WALLIT REPRESENTATIVES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Wallit does not guarantee continuous, uninterrupted or secure access to any part of the Wallit Services, and operation of our site may be interfered with by numerous factors outside of our control. Wallit will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and debit cards are processed in a timely manner but Wallit makes no representations or warranties regarding the amount of time needed to complete processing because the Wallit Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Certain Wallit Services may not be available to you based on residency, geographic location or other eligibility criteria. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
14. General Provisions.
(a) Indemnification. You agree to indemnify and hold harmless Wallit and the Wallit Representatives from and against any and all losses, damages, judgments, liabilities and costs (including reasonable attorneys’ fees) incurred by Wallit and any Wallit Representatives in connection with any claim or action arising out of, based on, or in connection with your access to or other use of the Site or the Wallit Services. Wallit reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
(b) Entire Agreement. This Agreement constitutes the whole agreement between you and Wallit with respect to the Site and the Wallit Service, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect thereto.
(c) Amendment. This Agreement may be amended or amended and restated by Wallit with notice of the amendment or amended and restated version of this Agreement provided at least ten (10) days prior to its effective date and by posting the amendment or restated version on the Site. The amendment or restatement will be effective as of the effective date stated thereon and your continued use of the Site and the Wallit Services following such amendment or restatement will mean that you accept and agree to such amendment or restatement, as applicable.
(d) Governing Law; Venue. You agree that all matters relating to your access to or use of the Site and the Wallit Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Wisconsin without regard to its conflicts of laws provisions. You agree to the exclusive personal jurisdiction by and exclusive venue in the State and Federal courts in Milwaukee, Wisconsin for all disputes arising out of your use of the Site, the Wallit Services and this Agreement, and waive any objection to such jurisdiction or venue.
(e) Statute of Limitations. You agree that, regardless of any statute or law to the contrary, any claim you may have under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is forever barred.
(f) Severability. If provision or portion thereof of this Agreement is held to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall apply only to such provision and shall not in any manner affect or render illegal, invalid, or unenforceable any other provision of this Agreement, and that provision and this Agreement generally shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties expressed in this Agreement.
(g) Force Majeure. Wallit and the Wallit Representatives shall not be liable for any failure or delay in performance under this Agreement which might be due to strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, government action, inability to obtain delivery of parts, supplies or labor, labor conditions, earthquakes, acts of terrorism, or any other cause which is beyond the reasonable control of such party.
(h) Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without the prior written consent of Wallit. Wallit reserves the right to and may assign this Agreement, in whole or in part, to any third party, without notice to or consent from you. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void.
(i) No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.