This User Agreement ("Agreement") is a contract between you ("you," "your" or "user") and WageCan Inc. (hereinafter “WAGECAN,” “we”, “us” or “our”) and applies to your use of the WAGECAN website and all services described herein (collectively, the " WAGECAN Services").
By signing up to use the WAGECAN Account through the WAGECAN website, you are deemed to have read, understood, and agreed to comply with and be legally bound by the following terms and conditions as stated in this Agreement, which may be revised from time to time. If you do not agree to any of the terms set forth in this Agreement, or any subsequent modification to the Agreement, you may not access or use any of the WAGECAN Services and must cancel your WAGECAN Account, free of charge.
We may amend or modify this Agreement by posting on the WAGECAN website or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. We may (a) modify or discontinue any portion of the WAGECAN Services, and (b) suspend or terminate your access to the WAGECAN Services, at any time, and from time to time, without notice to you in certain, limited circumstances described in Sections 5.4, 6.6, and 10.2. You agree that we shall not be liable to you or any third party for any modification or termination of the WAGECAN Services, or suspension or termination of your access to the WAGECAN Services, except to the extent otherwise expressly set forth herein.
To be eligible to use the WAGECAN Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity). By accessing or using the WAGECAN Services you represent and warrant that you are 18 or older.
3. WAGECAN SERVICES
WAGECAN Account (hereinafter as “Account”) encompasses the following WAGECAN Services:
Blockchain assets is digital assets such as cryptocurrency.
One or more pre-funding account in which users can store their blockchain assets in the purpose of utilizing other WAGECAN services. Users or an authorized person can utilize WAGECAN services by submitting instructions to WAGECAN. Despite the constant references to “your Account” in this agreement, you are merely authorized by WAGECAN to use the pre-funding account pursuant to this agreement . WAGECAN is the sole owner of all pre-funding accounts, therefore it is entitled to control, manage and maintain the pre-funding accounts pursuant to this agreement or relevant laws.
The blockchain assets conversion service enables a user to instruct WAGECAN to buy or sell blockchain assets in the pre-funding account.
Bonus may be provided to users who store blockchain assets at WAGECAN’s pre- funding account s at WAGECAN’s sole discretion.
4. WAGECAN ACCOUNT
When registering an Account, you must provide current, complete, and accurate information for all required elements on the registration page. If any of this information changes, it is your obligation to update such information as soon as possible. From time to time we may also require you to provide further information as a condition for continuing use of the WAGECAN Services. If you wish to convert fiat currency to blockchain assets by linking a bank account, you authorize WAGECAN, directly or through third parties, to make any inquiries we deem necessary to validate your identity. This may include requesting further information about you such as your date of birth, email address, physical address, social security number, and bank account so that we can confirm your identity. We are entitled to maintain your account registration information after you close your account for business and regulatory compliance purposes.
5. BLOCKCHAIN ASSETS TRANSACTIONS
As part of the services offered in connection with your Account, WAGECAN can assist you to send blockchain assets to, and request and receive blockchain assets from, third parties pursuant to instructions provided by you through the WAGECAN website, and any associated WAGECAN-hosted websites or mobile applications. You may initiate a blockchain assets transaction by going to the WAGECAN website, choosing to send or request, and entering the requisite information regarding the sender or recipient and the amount of blockchain assets to be transferred. WAGECAN will then communicate with the blockchain assets network on your behalf, as necessary, to facilitate each blockchain assets transaction in accordance with these instructions.
WAGECAN is entitled to refuse to process or to cancel any pending blockchain assets transaction as required by laws or in response to a subpoena, court order, or any other binding government order. WAGECAN cannot reverse a blockchain assets transaction, which has been communicated to and confirmed by the blockchain network.
WAGECAN has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party. WAGECAN is not responsible for ensuring that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with blockchain assets transferred using the WAGECAN Services, or if you have a dispute with such third party, you must handle it directly with that third party. Due to the nature of blockchain assets, any blockchain assets transaction conducted using the WAGECAN Services is final regardless of any defects in or non-delivery of any goods or services purchased in connection with such blockchain assets transaction, or any other aspect of your transaction or relationship with the relevant third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify WAGECAN, and we may consider whether to take any action.
WAGECAN processes blockchain assets transactions according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to WAGECAN as the relevant blockchain assets transaction may not be cancelled or reversed once initiated.
If you initiate a blockchain assets transaction by entering the recipient's blockchain assets address, WAGECAN will confirm that the blockchain assets address is valid. However, WAGECAN cannot confirm that the blockchain assets address belongs to the intended recipient. In the event that you initiate a blockchain assets transaction by entering the recipient's email address and the recipient does not have an existing WAGECAN Account, WAGECAN will email the recipient and invite them to open a WAGECAN Account. If the designated recipient does not open a WAGECAN Account within 30 days, WAGECAN will return the blockchain assets associated with the transaction to your WAGECAN Account.
WAGECAN will maintain a record of your transaction history and the bonus you receive from WAGECAN Services, which you will be able to access through your WAGECAN Account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. WAGECAN will make any tax withholdings or filings that we are required by law to make, but WAGECAN is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.
5.2 Blockchain Assets Storage & Transmission Delays
WAGECAN securely stores 100% of all blockchain assets in the pre-funding accounts in a combination of online and offline storage. As a result, it may be necessary for WAGECAN to retrieve relevant information from offline storage in order to facilitate a blockchain assets transaction in accordance with your instructions, which may delay the initiation or crediting of such blockchain assets transaction for 48 hours or more. As a user of the WAGECAN Services, you accept the risk that a blockchain assets transaction facilitated by WAGECAN may be delayed and you agree not to hold WAGECAN responsible for any damages or loss arising out of or related to such delay. See Section 12 – General Provisions, for a further description of our limited liability.
5.3 Third-Party Applications
If, to the extent permitted by WAGECAN from time to time, you grant express permission to a third party to access or connect to your Account, either through the third party's product or service or through the WAGECAN website, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your Account credentials. Further, you acknowledge and agree that you will not hold WAGECAN responsible for, and will indemnify WAGECAN from, any liability arising out of or related to any act or omission of any third party using your Account credentials. You may change or remove permissions granted by you to third parties with respect to your Account at any time through the Account Settings on the WAGECAN website.
5.4 Suspension/Termination and Account Cancellation
WAGECAN may: (a) suspend or terminate your access to any or all of the WAGECAN Services, and (b) deactivate or cancel your Account as required by a valid subpoena or court order, or if WAGECAN reasonably suspects you of using your Account in furtherance of illegal activity, or if you take any action that WAGECAN deems as circumventing WAGECAN's controls, including, but not limited to, opening multiple Accounts or abusing promotions which WAGECAN may offer from time to time. You will be required to transfer blockchain assets associated with your Account within a reasonable timeframe notified by WAGECAN after Account deactivation or cancelation unless such transfer is otherwise prohibited (i) under any law, or (ii) by a valid subpoena or court order. You will not be charged for cancelling your Account and will only be required to pay for those WAGECAN Services used that are subject to charges. If any transaction is in a pending state at the time your Account is cancelled or suspended, such transaction may be cancelled and/or refunded if appropriate. You may not cancel your Account to evade an investigation or avoid paying any amounts otherwise due to WAGECAN. Upon cancellation of your Account, you agree and authorize WAGECAN to cancel or suspend pending Conversion Service transactions and hold the funds associated with such transactions until WAGECAN is certain that funding reversal windows are complete. In the event of you or WAGECAN terminates this Agreement or your access to the WAGECAN Services, or deactivates or cancels your Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, WAGECAN may temporarily suspend access to your Account until the problem is resolved.
5.5 Legal Compliance
Pursuant to the economic sanctions programs administered in the countries where WAGECAN conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), WAGECAN is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that WAGECAN is required to block assets associated with your WAGECAN Account in accordance with a sanctions program, or other similar government sanctions programs, WAGECAN may (i) deactivate or cancel your WAGECAN Wallet or block user activity, (ii) transfer blockchain assets from your WAGECAN Wallet to an originating source or to an account specified by authorities, or (iii) require you to transfer your blockchain assets out of your WAGECAN Wallet within a certain period of time. WAGECAN is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.
6. THE CONVERSION SERVICES
6.1 Transactions with WAGECAN
When buying or selling blockchain assets through the Conversion Service, you are buying from, or selling to WAGECAN directly. WAGECAN does not act as an intermediary or marketplace between other buyers and sellers of blockchain assets. The Conversion Service is subject to the WAGECAN "Conversion Rate." "Conversion Rate" means the liquidity adjusted price of a given blockchain assets amount in terms of local currency as quoted on the WAGECAN website. The Conversion Rate is stated either as a "Buy Price," the price in terms of local currency at which you purchase blockchain assets from WAGECAN, or as a "Sell Price," the price in terms of local currency at which you sell blockchain assets to WAGECAN. For the purpose of any transaction, which incorporates the Conversion Rate, you agree, as a condition of using any WAGECAN Services, to accept the Conversion Rate as the sole conversion metric.
6.2 Blockchain Assets Purchases
After successfully completing the verification steps conducted by WAGECAN, you may purchase blockchain assets from WAGECAN, subject to daily limits described in this Agreement. WAGECAN will instruct its bank to initiate a debit to your primary payment method or, if the payment is not successful, to any payment method you have on file, in an amount equal to: (a) the total number of blockchain assets you wish to purchase multiplied by the Buy Price quoted on the WAGECAN website at the time that you initiate the transaction, plus (b) the applicable Conversion Fee (defined below), plus (c) additional fees as may apply in the event that WAGECAN cannot draw funds from your payment method and must charge a backup payment method. When you initiate a purchase transaction, WAGECAN will provide a date by which your blockchain assets will be made available in your Account, which may depend on the time required for WAGECAN to receive funds from your payment method. If your blockchain assets purchase is marked as complete or pending in your Account, such transaction cannot be cancelled, reversed or changed. In connection with any purchase of blockchain assets from WAGECAN, WAGECAN will use good faith efforts to fulfill such purchase order at the applicable Buy Price quoted on the WAGECAN website at the time that you place such order. However, from time to time, it may be necessary for WAGECAN to delay fulfillment of a purchase order until such time as we are able to execute the transaction. In such cases, we will notify you through the WAGECAN website prior to the completion of your purchase order that the amount of blockchain assets that you will receive will be determined based on the applicable Buy Price quoted on the WAGECAN website at the time WAGECAN executes your transaction, not the applicable Buy Price quoted on the WAGECAN website at the time you authorized such purchase.
6.3 Sale Transactions
After successfully completing the verification steps described in this Agreement, you may sell blockchain assets to WAGECAN, subject to the daily limits described in this Agreement, by instructing WAGECAN accordingly. WAGECAN will then instruct its bank to initiate a credit to your linked payout method, in an amount equal to: (a) the total number of blockchain assets you wish to sell multiplied by the Sell Price quoted on the WAGECAN website at the time that you initiate the transaction, minus (b) the applicable Conversion Fee (defined below). WAGECAN will then initiate a transfer of the appropriate amount of blockchain assets from the pre-funding Account to WAGECAN 's business account, and the related proceeds of funds will thereafter be credited to your linked payout method. The proceeds of any blockchain assets sale will be credited to your linked payout method or Currency Account within two to three business days. Upon any sale of blockchain assets to WAGECAN, all settlements or payments by WAGECAN for such transaction shall be paid in local currency (e.g., USD) at the applicable Sell Price quoted on the WAGECAN website at the time that you approved the transaction.
WAGECAN imposes limits on the number of blockchain assets that you may buy or sell in a given day. WAGECAN reserves the right to change the amount of blockchain assets that you may buy from, or sell to WAGECAN as we deem necessary or appropriate from time to time. WAGECAN does not guarantee the availability of its Conversion Service, and the act of purchasing blockchain assets from WAGECAN does not result in a guarantee that you may sell your blockchain assets to WAGECAN.
6.5 Conversion Fee
Each Conversion Service transaction is subject to a fee (the "Conversion Fee", sometimes also referred to as an "Exchange Fee") charged by WAGECAN which consists of: (a) a fee for the conversion of local currency (e.g., USD) for blockchain assets (or vice versa) which is calculated as a percentage of the local currency to be converted, plus (b) a fixed transfer fee which may be applied to cover applicable bank fees. The current Conversion Fee is displayed on the WAGECAN website prior to you completing a Conversion Service transaction. Your bank may charge you a non-sufficient funds ("NSF") fee or overdraft fee in the event that you do not have sufficient funds to complete a transaction.
You agree to deliver payment for any blockchain assets purchase made through the Conversion Service upon confirmation of an order, regardless of changes in the applicable Buy Price prior to completion of the purchase transaction, with such payment to be made in good funds in the amount calculated in the manner specified herein.
If there are insufficient funds from your linked primary payment method to cover the purchase price of any blockchain assets order or any other amounts owed by you to us hereunder, you hereby authorize us to debit any of your payment methods which have been linked to your WAGECAN Account for the full or partial amount of your purchase and any other amounts owed by you to us hereunder. We may resubmit debits or charges to your payment methods until all amounts owed by you to us hereunder are satisfied in full. You are responsible for maintaining an adequate balance in each of your accounts in order to avoid any overdraft, NSF or similar fees. To secure the performance of your obligations under this Agreement, you grant to WAGECAN a security interest in any and all of your funds or other property, which come into the possession of WAGECAN and the blockchain assets associated with your WAGECAN Account. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
We may deduct any blockchain assets held by you in a WAGECAN Wallet if a payment for a purchase of blockchain assets using a bank account is subsequently reversed, for example, if such a payment is subject to a chargeback, reversal, claim or is otherwise invalidated. We may also deduct blockchain assets held by you in a WAGECAN Wallet in satisfaction of any outstanding amount owed by you to WAGECAN under this Agreement.
WAGECAN reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of blockchain assets in its sole discretion, including but not limited to instances where WAGECAN suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime, in response to a subpoena, court order, or other government order, or if WAGECAN suspects the transaction relates to a Restricted Activity as defined in Section 10.2 or the Prohibited Businesses list, which list is hereby incorporated by reference into this Agreement.
You do not have a statutory right to withdraw from a transaction to buy or sell blockchain assets once you have instructed WAGECAN because the price of blockchain assets fluctuates in accordance with the financial market for blockchain assets, which is outside the control of WAGECAN.
7. USE OF THE WAGECAN WEBSITE
7.1 Limited License
We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the WAGECAN website, and the content, materials, information and functionality available in connection therewith (collectively, the "Content") solely for informational, transactional, or other approved purposes as permitted by WAGECAN from time to time. Any other use of the WAGECAN website or Content is expressly prohibited. All other rights in the WAGECAN website or Content are reserved by us and our licensors. We reserve all rights in the WAGECAN website and Content and you agree that this Agreement does not grant you any rights in or licenses to the WAGECAN website or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the WAGECAN website or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the WAGECAN website or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the WAGECAN Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. " WAGECAN.com", " WAGECAN", and all logos related to the WAGECAN Services or displayed on the WAGECAN website are either trademarks or registered marks of WAGECAN or its licensors. You may not copy, imitate or use them without WAGECAN 's prior written consent.
7.2 Website Accuracy
Although we intend to provide accurate and timely information on the WAGECAN website, the WAGECAN website (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the WAGECAN website are your sole responsibility and we shall have no liability for such decisions.
7.3 Third-Party Materials and Applications
From time to time, the WAGECAN website may contain references or links to third- party materials and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the WAGECAN website, including without limitation content, property, goods or services available on the linked sites or services.
7.4 Computer Viruses
We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from WAGECAN. Always log into your WAGECAN Account through the WAGECAN website to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
8. MOBILE SERVICES
To the extent you access the WAGECAN Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain mobile applications may be prohibited or restricted by your carrier, and not all WAGECAN Services may work with all carriers or devices. By using mobile Services, you agree that we may communicate with you by SMS, MMS, text message, push notification, and/or other electronic means via your mobile device and that certain information about your usage of the WAGECAN Services may be communicated to us. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to any person who might acquire your old number.
9.1 Relationship of the Parties
WAGECAN is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and WAGECAN to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or WAGECAN to be treated as the agent of the other.
9.2 Service Providers
From time to time, WAGECAN may engage third parties to assist WAGECAN in providing certain aspects of the WAGECAN Services (each, a "Service Provider"). Service Providers may include, but are not limited to, WAGECAN 's banking partners and technology or engineering service providers.
9.3 Your Privacy
9.4 Privacy of Others
If you receive information about another user through the WAGECAN Services, you must keep the information confidential and only use it in connection with the WAGECAN Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the WAGECAN Services.
9.5. Password Security and Keeping Your Contact Information Current
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the WAGECAN Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your WAGECAN Account by third-parties and the loss or theft of any blockchain assets and/or funds held in your WAGECAN Account and any associated accounts, including your linked bank account(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your WAGECAN Account information has been compromised, please contact us immediately.
9.6 Consent to Electronic Records
By using the WAGECAN Services, you agree that WAGECAN may provide you with any notices or other communications about your Account and the WAGECAN Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the WAGECAN website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Account and your Account will be cancelled in accordance with Section 5.4.
10. RESTRICTED ACTIVITIES
10.1 Fiduciary Accounts/Custodial Assets
You hereby certify to us that any funds used by you in connection with the WAGECAN Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that WAGECAN may not be a qualified custodian under applicable law, and represent that your use of the WAGECAN Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.
10.2 Restricted Activities
In connection with your use of the WAGECAN Services, and your interactions with other users, and third parties you will not:
Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, or consumer protections);
Partake in a transaction which involves the proceeds of any unlawful activity;
Partake in any transaction involving online gambling except where permitted by WAGECAN;
Defraud or attempt to defraud WAGECAN or other WAGECAN users;
Infringe upon WAGECAN 's or any third party's copyright, patent, trademark, or intellectual property rights;
Provide false, inaccurate or misleading information;
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
Interfere with another individual's or entity's access to or use of any of the WAGECAN Services;
Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
Publish, distribute or disseminate any unlawful material or information;
Transmit or upload any material to the WAGECAN Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
Harvest or otherwise collect information from the WAGECAN Site about others, including without limitation email addresses, without proper consent;
Act as a payment intermediary or aggregator or otherwise resell any of the WAGECAN Services, unless expressly authorized by WAGECAN in writing;
Transfer any rights granted to you under this Agreement;
Use the WAGECAN Account information of another party to access or use the WAGECAN website, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's WAGECAN Account and information;
Otherwise attempt to gain unauthorized access to the WAGECAN Site, other WAGECAN Accounts, computer systems or networks connected to the WAGECAN website, through password mining or any other means; or
Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law.
We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
10.3 Export Controls & Sanctions
The supply of blockchain assets and the WAGECAN Services through the WAGECAN website is subject to United States and international export controls and economic sanctions requirements. By acquiring any such items through the WAGECAN website, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire blockchain assets or any of the WAGECAN Services through the WAGECAN website if: (1) you are in, under the control of, or a national or resident of Iran, North Korea, Sudan or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (2) you intend to supply the acquired blockchain assets or WAGECAN Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or UN sanctions (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
11. CONTACT INFORMATION, QUESTIONS AND DISPUTE
11.1 Contact WAGECAN
If you have any feedback, questions, or complaints, contact us via our Customer Support webpage or email us via[email protected]. When you contact us please provide us with your name, address, and any other information we may need to identify you, your WAGECAN Account, and the transaction on which you have feedback, questions, or complaints.
11.2 Arbitration; Waiver of Class Action
EXCEPT FOR CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF OR CLAIMS REGARDING INTELLECTUAL PROPERTY RIGHTS (WHICH MAY BE BROUGHT IN ANY COMPETENT COURT WITHOUT THE POSTING OF A BOND), ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE FINALLY SETTLED ON AN INDIVIDUAL BASIS IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WAGECAN HEREBY EXPRESSLY WAIVE TRIAL BY JURY. THE ARBITRATION SHALL TAKE PLACE IN SAN FRANCISCO, CALIFORNIA, IN THE ENGLISH LANGUAGE AND THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. AT YOUR REQUEST, HEARINGS MAY BE CONDUCTED IN PERSON OR BY TELEPHONE AND THE ARBITRATOR MAY PROVIDE FOR SUBMITTING AND DETERMINING MOTIONS ON BRIEFS, WITHOUT ORAL HEARINGS. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. ADDITIONALLY, YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
11.3 Time Limitation on Claims
You agree that any claim you may have arising out of or related to your relationship with WAGECAN must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
12. GENERAL PROVISIONS
12.1 Limitations of Liability
IN NO EVENT SHALL WAGECAN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WAGECAN WEBSITE, THE WAGECAN SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. THE LIABILITY OF WAGECAN, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LOWER OF (A) THE ACTUAL AMOUNT OF DIRECT DAMAGES; OR (B) FEES PAID TO WAGECAN BY YOU IN THE PRECEDING THREE (3) MONTHS.
12.2. Release of WAGECAN
IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF THE WAGECAN SERVICES, YOU RELEASE WAGECAN, ITS AFFILIATES AND SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ADDITION, YOU WAIVE ANY PROTECTION AVAILABLE TO YOU UNDER CALIFORNIA CIVIL CODE §1542, WHICH SAYS: [A] GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF NOT KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
12.3 No Warranty
THE WAGECAN SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WAGECAN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WAGECAN DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF WAGECAN SERVICES, AND OPERATION OF THE WAGECAN SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WAGECAN WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT WAGECAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE WAGECAN 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. 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.
You agree to indemnify and hold WAGECAN, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of WAGECAN Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.
12.5 Entire Agreement
This Agreement sets forth the entire understanding and agreement between you and WAGECAN as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and WAGECAN.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WAGECAN without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the WAGECAN Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
12.8 Change of Control
In the event that WAGECAN is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 5.4 (Suspension/Termination and WAGECAN Account Cancellation), 6.6 (Payments), 7 (Use of the WAGECAN website), 11 (Disputes with WAGECAN), and 12 (General Provisions), shall survive the termination or expiration of this Agreement.
12.10 Governing Law
This Agreement will be governed by the law of Hong Kong. You agree to submit to the exclusive jurisdiction of the Hong Kong Court.
12.11 Force Majeure
We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
12.12 Section Headings
Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
12.13 English Language Controls
Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.