Legal Disclosures, Terms, and Policies

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Wallit

Our services are designed to bring all your wellness needs in one place. In addition, to help you more easily manage your money and to keep your data secure, we provide you the flexibility to choose the wellness and lifestyle options that work for you, where and when you need them.

Customer Terms of Service

Effective: January 31, 2021

These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online wellspace productivity tools and platform (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a wellspace set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services. We are grateful you’re here.

First Things First

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. “We,” “our” and “us” refers to the applicable Wallit entity in the section entitled “Which Wallit Entity is Customer Contracting With?” below.

Your Agreement On Behalf of “Customer”

If you purchase subscription(s), create a wellspace (i.e., a digital space where a group of users may access the Services, as further described in our Help Center pages), invite users to that wellspace, or use or allow use of that wellspace after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

Customer Choices and Instructions

Who is “Customer”? (Hint: There can be only one)

“Customer” is the organization that you represent in agreeing to the Contract. If your wellspace is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the wellspace. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven’t formed a company yet, you are the Customer.

Signing Up Using a Corporate Email Domain

If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your wellspace, including your role, and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the wellspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

What This Means for Customer—and for Us

Individuals authorized by Customer to access the Services (an “Authorized User”) may add their financial account information to the Services, such as a checking account or a debit card (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign wellspaces, create categories, or consolidate wellspaces or categories with other wellspaces or categories. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Help Center pages for more information about these choices and instructions.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.

Ordering Subscriptions

A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Customer and us (each, an “Order Form”). Please see the Help Center for more information on procuring subscriptions and inviting new Authorized Users. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form or Statement of Work. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, Customer may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date. Check out our Help Center pages for additional information on setting up a wellspace and assigning roles.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Choosing to be a Beta Tester

Occasionally, we look for beta testers to help us test our new features and functionality. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for full-scale use so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for offering any beta programs is work with our customers who want to help us iron out any issues before making a new feature more widely available.

Feedback is Welcome

The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate the feedback and your support.

Non-Wallit Products

Our Services include a platform that third parties may use to develop applications and software that complement Customer’s use of the Services (each, a “Non-Wallit Product”). We also maintain a directory called the Wallit App Directory where some Non-Wallit Products are available for installation. THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-WALLIT PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-WALLIT PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.

If a Non-Wallit Product is enabled for Customer’s wellspace, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Wallit Product.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Customer and Authorized Users

Use of the Services

Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data or Customer’s disabling of a Non-Wallit Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

Payment Obligations

Payment Terms

For Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Check out our Help Center pages for more information about payment options. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

Wallit’s Billing Policy

We believe customers should only pay for subscriptions that are actually used, so we offer Wallit’s Billing Policy. Certain exceptions and conditions may apply, as noted in the Services interface “check-out” or in an Order Form.

Credits

Any credits that may accrue to Customer’s account (for example, from a promotion or application of the Wallit’s Billing Policy), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued to a wellspace on a free subscription plan will expire if the wellspace’s plan is not upgraded to a paid plan within ninety (90) days of accrual, unless otherwise specified. For more information on credits, please see the Help Center.

Downgrade for Non-Payment

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data, as illustrated by comparing the plans in the Pricing Guide.

Our Responsibilities

Providing the Services

We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that (a) the Services will perform materially in accordance with our then-current Help Center pages; and (b) subject to the “Non-Wallit Products” and “Downgrade for Non-Payment” sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Services Available

As further described in our Help Center pages, for some of our Services, we also offer specific uptime commitments paired with credits, if we fall short. In those cases, the credits will serve as what the attorneys call liquidated damages and will be Customer’s sole remedy for the downtime and related inconvenience. For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed fifteen (15) continuous minutes.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users or Non-Wallit Products do with Customer Data. That is Customer’s responsibility.

The Wallit Extended Family

We may leverage our employees, those of our corporate affiliates and third party contractors (the “Wallit Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Wallit Extended Family’s compliance with our obligations under the Contract.

Ownership and Proprietary Rights

You own your Customer Data

Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Wallit Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-Wallit Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

We own our Services

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term

As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-Renewal

Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Termination Without Cause

Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Representations Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE WALLIT EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE WALLIT EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Our Indemnification of Customer

We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Wallit Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Wallit Extended Family for, any Claim Against Customer.

Customer’s Indemnification of Us

Customer will defend Wallit and the members of the Wallit Extended Family (collectively, the “Wallit Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Wallit Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Wallit Indemnified Party in connection with or as a result of, and for amounts paid by a Wallit Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Wallit Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Limitations on Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information.Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome,” “Non-Wallit Products,” “Our Removal Rights,” “Use of the Services,” “Payment Terms,” “Credits,” “The Wallit Extended Family,” “You own your Customer Data,” “We own our Services,” “Effect of Termination,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions

Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to feedback@wallit.app stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Email and Wallit Messages

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer by telephone or notification services. Notices to Wallit will be sent to feedback@wallit.app, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@wallit.app. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to the Wallit Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Wallit of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law; Submission to Jurisdiction.

This Agreement is governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Maine. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Maine in each case located in the city of Portland and County of Cumberland, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the Customer Terms and (3) any other documents or pages referenced in the Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

User Terms of Service

Effective Date: September 26, 2020

ACCEPTANCE OF THE TERMS OF SERVICE

These Terms of Service (“Terms of Service”) are entered into by and between you and Wallit, Inc. (“Company”, “Wallit”, “we” or “us“). The following Terms govern your access to and use of (1) our website located at www.wallit.app and all of our other websites to which these Terms are posted (collectively, the “Website”); (2) Wallit’s Application and the Wallit.app (both the Application and application, collectively, the “Application“), including any content, functionality and services offered on or through Wallit.app, whether as a guest or a registered user.

Please read these Terms of Service carefully before you start to use the Application. By accessing or using the Application in any way or by clicking to agree to these Terms when that option is made available to you, you agree to be bound by these Terms and our Privacy Policy, found at http://www.wallit.app/disclosures, incorporated herein by reference. If you do not agree to all the terms and conditions of these Terms, do not access or use the Application. If your access to or use of the Application is prohibited by applicable law, you are not authorized to access or use the Application. We are not responsible if you access or use the Services in any manner that violates applicable law.

CHANGES TO THE TERMS OF SERVICE

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Application thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Application.

ACCESSING THE APPLICATION AND ACCOUNT SECURITY

We reserve the right to withdraw or amend this Application, and any service or material we provide on the Application, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Application is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Application, or the entire Application, to visitors, including registered users.

You are responsible for:

Making all arrangements necessary for you to have access to the Application.
Ensuring that all persons who access the Application through your internet connection are aware of these Terms of Service and comply with them.

To access the Application or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Application that all the information you provide on the Application is correct, current and complete. You agree that all information you provide to register with this Application or otherwise, including but not limited to through the use of any interactive features on the Application, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Wallit Account is personal to you and agree not to provide any other person with access to this Application or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Wallit Account at the end of each session. You should use particular caution when accessing your Wallit Account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason if, in our opinion, you have violated any provision of these Terms of Service.

DESCRIPTION OF SERVICES

Through the Application, the Company provides users with access to a variety of resources, including download areas, communication forums and product information (collectively “Services”). The Services, including any updates, enhancements, new features, and/or the addition of any new Application properties, are subject to these Terms of Service and our Privacy Policy.

Wallit Services

Wallit seeks to help you build a budget that helps you plan for upcoming bills, earn cash back rewards for your everyday spending, pay of your debt(s), and achieve your savings goals.

Certain Requirements
In order to access or use the Services (other than merely browsing the Website), you must: (i) accept and agree to these Terms, including our Privacy Policy and any Additional Terms; (ii) create an Account and maintain your Account in good standing; and (iii) provide all information requested by us, such as your name, phone number, email address, and payment account information (“User Information”). All determinations as to whether an email address or phone number is authorized by the Company is at our sole discretion. Each individual user of the Services may only have one Account. You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current, and complete, and you agree not to misrepresent your identity or your User Information. You must promptly notify us of changes to your User Information by updating your Account. Our Privacy Policy governs our collection, use, storage, and disclosure of User Information.
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You are solely responsible for ensuring the confidentiality of your Account login information and maintaining the security of such information. You agree not to authorize any other person to use your Account for any purpose. Except as otherwise provided by applicable law, you are solely responsible for all transactions and other activities authorized or performed using your Account, whether authorized by you or not. If you believe any of your Account credentials, such as your password, have been obtained or used by any unauthorized person or you become aware of any other breach or attempted breach of the security of the Services or your Account, you must notify us immediately.

Linking Your Payment Card

In order to receive rewards (“CASH BACK”) from us for qualifying purchases of goods or services, or for referring other users to download the Wallit application, you must connect at least one eligible checking account with linked debit card (a “Payment Card”) to your Account. Please note that not all debit cards are eligible to be linked to your Account. All determinations as to whether a card is eligible to be a Payment Card are at the Company’s sole discretion. For example, certain Visa, Mastercard, and American Express cards are not eligible to be linked to your Account, including, but not limited to, the following: prepaid cards, corporate cards, purchasing cards, store cards which can only be used at their respective retailers’ stores, government-administered prepaid cards (including Electronic Benefit (EBT) cards), healthcare cards (including Health Savings Account (HSA) cards, Flexible Spending Account (FSA) cards, and insurance prepaid cards), and cards that are not connected to a checking account. In order to be eligible as a Payment Card, it must be issued by a U.S. bank and connected to a checking account.

Use of Enrolled Cards and Transaction Information
By registering a checking or savings account from a bank (“External Account”) along with a linked Payment Card in connection with transaction monitoring, you authorize: (a) us to share your payment information with the third-parties that enable us to provide the Services (“Third-Party Service Providers”); (b) us to monitor transactions on your linked Payment Card(s) to identify qualifying purchases in order to determine whether you have qualified for or earned an offer linked to your Payment Card; and (c) for the Third-Party Service Providers to share such transaction details with us to enable your card-linked offer(s) and target offers that may be of interest to you. You agree that the Company and Third-Party Service Providers may view your transactions made by you with participating merchants. You authorize participating merchants to provide the Company with historical transaction data.

For more information on how we use your Payment Card transaction information, see the “Personal Information that is Collected” section of the Privacy Policy. You may opt-out of transaction monitoring on the Payment Card(s) you have registered by de-linking the External Account through the Services or by terminating your Account. To terminate your Account and this Agreement and your right to use the Services at any time and for any reason and for no reason, contact Customer Support and immediately discontinue all use of the Services. Please note that if you opt-out of transaction monitoring, certain features of the Services may not be available to you or the performance of certain features of the Services may be limited or not work at all.

Receiving CASH BACK

Subject to these Terms, we will automatically provide CASH BACK to you when you purchase qualifying goods or services with your Payment Card or perform other qualifying actions identified by us. The Company, in its sole discretion, establishes the terms and conditions for each qualifying purchase or action and determines whether you have satisfied such terms and conditions to receive CASH BACK. Such terms and conditions are set forth on the Website and the Application and may be updated, modified, suspended, or cancelled by the Company at any time in its sole discretion. All offers made available to you through the Wallit application are temporary and may become unavailable without notice. You may also have a limited, prescribed window of time to take advantage of an offer. Always check the Wallit application for offers available to you.

Not all qualifying purchases made with your Payment Card may be eligible for CASH BACK if we are unable to obtain certain transaction information from the Third-Party Service Providers associated with your Payment Card. For example, we may be unable to obtain certain transaction information from the Third-Party Service Providers (and you may therefore be unable to receive CASH BACK) for the following transactions made with your Payment Card: (i) payments made through other payment methods (such as a digital wallet or a third-party payment application, where you may choose your Payment Card as a funding source but you do not present your Payment Card directly to the merchant), or (ii) transactions that are not processed or submitted in connection with your External Account.

Without limiting any of the other terms of these Terms, if you return, charge back, cancel, dispute, or otherwise request a refund for a qualifying purchase for which you have already received CASH BACK, we will reduce the Wallit balance of CASH BACK in your Account by the amount of CASH BACK you received for such transaction. If the balance of CASH BACK in your Account is less than the amount of CASH BACK you received for such transaction, we will offset the applicable amount of CASH BACK from CASH BACK you would otherwise receive for future qualifying actions.

CASH BACK that you receive as a result of a qualifying purchase at a local merchant will generally be reflected in your Account within 1-7 Business Days after the date of purchase. CASH BACK that you receive as a result of a qualifying online purchase will be reflected in your Account after the return period for the purchase has expired and generally within 60-90 Business Days after the online purchase is completed. CASH BACK that you receive for a travel-related purchase will be reflected in your Account between 30-60 Business Days after check out. In some cases, it may take longer for CASH BACK to be reflected in your Account. For purposes of these Terms, “Business Day” means Monday through Friday, excluding federal banking holidays. If you do not automatically receive CASH BACK for purchasing qualifying goods or services with your Payment Card or for performing other qualifying actions as identified by us, you have thirty (30) days from the date of transaction if made in store or ninety (90) days from the date of transaction if made online to contact us, provide evidence of the purchase and request CASH BACK earned. Any requests for CASH BACK earned after these deadlines will not be honored and the CASH BACK associated with the transaction will be forfeited.

Without limiting any of the other conditions of these Terms, if we award CASH BACK to you in error (e.g., we later determine that you did not comply with the terms and conditions of a qualifying purchase or if you charge back a qualifying purchase), we reserve the right to remove the applicable CASH BACK from your Account. You are responsible for making sure the CASH BACK balance reflected in your Account is correct. If you believe that your Account does not accurately reflect CASH BACK that you are eligible to receive, please contact us.

CASH BACK will remain in your Account until we approve redemption of CASH BACK as described below.

Redeeming CASH BACK

Subject to these Terms and our approval, you may request that we redeem CASH BACK from your Account. Prior to redeeming CASH BACK, (i) you must verify an email address associated with your Account, (ii) you must connect an External Account to the Wallit application, (iii) CASH BACK may only be redeemed from your Account through the Website and the Application, and (iv) you must have completed an offer-qualifying transaction with a participating merchant or for performing other qualifying actions as identified by us. We will generally redeem CASH BACK from your Account and credit your designated U.S. bank account, or other payment method permitted by us and designated by you (“Redemption Method”) within 1-5 Business Day(s) of when we receive your redemption request. Credits to your bank account will be completed within 2-3 Business Days from when we receive the redemption request.

We use Plaid Technologies, Inc. (“Plaid”) to gather users’ data from financial institutions. By using the Services, you grant us, and Plaid the right, power and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored and processed by Plaid in accordance with the Plaid Privacy Policy. By redeeming CASH BACK from your Account, you authorize us to electronically credit your Redemption Method for the applicable redemption amount. This authorization will remain in full force and effect until the termination of your Account or until you otherwise notify us by contacting us. You must notify us of any change in your Redemption Method at least 3 Business Days before any such change by support@wallit.app or by updating your Account. If we do not receive notice at least 3 Business Days before any such change, we may attempt, in our sole discretion, to implement such change prior to any credit transaction performed hereunder. However, we assume no responsibility for errors, inaccuracies or failure to perform.

You are solely responsible for verifying the accuracy and completeness of any credits to your Redemption Method performed by us hereunder. You must notify us of any errors within 15 days of such information being made available to you. If you do not notify us of any such errors within such 15 days, you will forfeit the right to contest a transaction, except to the extent such forfeiture is prohibited by applicable law.

Certain limits may apply to your redemption of CASH BACK. For example, unless otherwise permitted by us, you may only redeem CASH BACK up to the equivalent of $500 in any day. Without limiting any of the other conditions of these Terms, we may modify the redemption terms for CASH BACK at any time in our sole discretion.

Taxes
All amounts paid to you hereunder are exclusive of any applicable withholding, sales, use, excise, value added, or other taxes. You acknowledge and agree that you are responsible for determining, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. We are not responsible for determining whether you owe taxes in connection with your access to or use of the Services or for collecting, reporting, or remitting taxes arising from your access to or use of the Services, except for our own income taxes. You agree to promptly and fully reimburse and indemnify us for any taxes, penalties, and interest assessed by any taxing authority regarding amounts owed by you in connection with these Terms.

Depending on applicable tax laws, your receipt of rewards may be subject to reporting to certain tax authorities. In accordance with such laws, we may be required to send to you and file certain forms with tax authorities, such as the IRS Form 1099-MISC (Miscellaneous Income), for any year in which rewards are issued to you. If we request information from you in order to complete a required tax form, and you fail to provide the requisite information, you will be prohibited from redeeming CASH BACK from your Account until we receive the required information.

Additional Terms, Representations, and Requirements

You acknowledge and agree that: (i) the Company, in its sole discretion, may impose limits, terms, and conditions on CASH BACK, including, but not limited to, limits on the amount of CASH BACK that may be received and redeemed, and may adjust the CASH BACK balance in your Account; (ii) the Company is not a financial institution and do not provide banking or payment processing services; (iii) no consideration or other value is or has been given in exchange for CASH BACK; (iv) the Company is not a party to your Payment Card transactions; and (v) the Company is not responsible, and has no liability for, any products or services that are paid for with your Payment Card. You must resolve all disputes related to any products or services that are paid for with your Payment Card directly with the applicable merchant and/or the financial institution that issued your Payment Card.

You may not transfer, assign, sell, gift, exchange, trade, convert, lease, sublicense, rent, or distribute CASH BACK, except as expressly permitted by us and subject to applicable law. Any disposition or attempted disposition of CASH BACK in violation of these Terms will be void and will result in immediate termination of your Account. We do not recognize or condone any third-party service that may be used to sell, exchange, transfer, or otherwise dispose of CASH BACK, and we do not assume any responsibility for, and will not support, such transactions.

In addition to your other representations and warranties in these Terms, you represent and warrant that you will not access or use the Services to engage in any illegal, fraudulent, or other illicit activity. In order to redeem CASH BACK through the Services, you must provide such other information and documents as requested by us to verify your identity and compliance with these Terms, including, but not limited to, your representations and warranties herein. For our compliance purposes and in order to provide the Services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation for purposes of verifying your identity and your Payment Card and Redemption Account information.

‍SEGMENTED OFFERS; RIGHT TO TEST
Not all users will receive all offers. Offer availability will fluctuate based on a variety of factors such as geographical location, transactional history, transactional trends, and Account tenure (“Best Match”). Offer appearance and offer amount may also vary depending on your transactional history, transactional trends, and Account tenure. We reserve the right to apply various search algorithms or to use methods to optimize Best Match results for particular users’ experiences. Search results and order may appear different on the Company’s mobile application than they appear on its website. To optimize the experience for both merchants and users, the Company retains the right to run occasional tests that will be limited in duration but may alter how offers are displayed.

‍RESTRICTIONS ON USE; GIFT CARDS
Without limiting any of the other conditions of these Terms and except as otherwise expressly permitted by us, you may not: (a) access or use any part of the Services for any commercial purpose; (b) access or use the Services for any illegal purpose; (c) attempt to gain unauthorized access to any other user’s Account; (d) modify or attempt to modify or in any way tamper with the Services; (e) access or use the Services in a way that may infringe upon the intellectual property or other rights of any third party, including, without limitation, trademark, copyright, privacy, or publicity rights; or (f) interfere with or disrupt networks connected to the Services or violate the regulations, policies, or procedures of such networks.
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If the Company, in its sole discretion, believes that you are purchasing gift cards at a volume or denomination that is intended to abuse the Services or that appears to be consistent with manufactured spending, the Company retains the right to suspend and/or terminate your Account and claw back any CASH BACK received as a result of the gift card abuse.

PAYMENT TERMS

By providing your payment account information, including Payment Card and Redemption Method information, to us, you represent, warrant, and covenant that: (a) you are legally authorized to provide such information to us; (b) you are legally authorized to perform payments from, and accept payments to, the payment account; and (c) such action does not violate the terms and conditions applicable to your use of such payment account or applicable law. When you authorize a payment in connection with the Services, you represent, warrant, and covenant that there are sufficient funds or credit available to complete a payment using the designated payment method.

THIRD-PARTY CONTENT

The information presented through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services. The Services may include content provided by third parties, including content provided by other users of the Services. All statements and/or opinions expressed in such content (other than the content provided by the Company) are solely the opinions and the responsibility of the provider of the content and do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content provided by any third party.

THIRD-PARTY SERVICES AND LINKS

The Services may contain links to third-party websites, applications, and services that are not owned or operated by us. The Services may also facilitate your purchase of third-party products and services, such as the Travel Services. We do not control, and are not responsible for, the Travel Services or any other third-party products, services, websites, or applications (collectively, “Third-Party Services”) or the Third-Party Suppliers or any other providers or sellers of Third-Party Services. Separate terms and conditions apply to Third-Party Services. You should read those terms and conditions carefully before accessing or purchasing any Third-Party Services. You are, among other things, responsible for all charges, fees, duties, taxes, and assessments in connection with your purchase of any Third-Party Services through the Services, except as otherwise provided by applicable law. You must resolve all disputes related to Third-Party Services with the applicable third party that provides and/or sells the Third-Party Services.

SUSPENSION AND TERMINATION

We may, in our sole discretion, suspend, limit, or terminate your Account and your access to and use of the Services, including the CASH BACK balance in your Account, at any time for any reason, without notice or liability to you, including, but not limited to, if we suspect that your access to or use of the Services violates these Terms or applicable law. You may stop using the Services and terminate your Account at any time by contacting us. Upon the termination of your Account, you must cease all use of the Services, and you shall forfeit any CASH BACK balance remaining in your Account. Termination of your Account and your access to and use of the Services will not affect any of our rights or your obligations arising under these Terms prior to such termination. In the event you or Wallit terminates your Account, you agree that we may retain your data, including personal and transaction information, for one year from the date of termination for audit and merchant invoicing purposes. Provisions of these Terms that, by their nature, should survive termination of your Account and your access to and use of the Services will survive such termination.

CLOSING YOUR ACCOUNT

You may close your Wallit Account and terminate your relationship with the Company without cost. Any funds remaining in the Account at closing will be transferred to the External Account indicated by you upon closing.

SPONSORING BANK

The Company partners with various financial institutions (each, a “Sponsoring Bank”) to provide the Services. You may choose to use the Application and its Services by opening your Wallit Account through a Sponsoring Bank or you may choose to link your Wallit Account with a Sponsoring Bank after Wallit Account-creation. By opening your Wallit Account through a Sponsoring Bank, you authorize the Company to share any of your information with the Sponsoring Bank through which you open your Wallit Account. Because each Sponsoring Bank has its own contractual rules governing use of its services, you must accept the Sponsoring Bank’s Terms of Service and Privacy Policy before using its services. If you are opening a Wallit Account through a Sponsoring Bank or your Wallit Account is otherwise linked with a Sponsoring Bank, the specific Sponsoring Bank and a link to its Privacy Policy and Terms of Service can be found at [partnerbank].wallit.app/privacy-policy and [partnerbank].wallit.app/terms-of-service, respectively.

INTELLECTUAL PROPERTY RIGHTS

The Application and the entirety contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Service permit you to use the Application for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Application, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Application for your own personal, non-commercial use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. You must not:

- Modify copies of any materials from this site.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Application or any services or materials available through the Application.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Application in breach of the Terms of Service, your right to use the Application will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Application or any content on the Application is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Application not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

TRADEMARKS

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Application are the trademarks of their respective owners.

PROHIBITED USES

You may use the Application only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Application:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, and any laws regarding the restriction of money transfers to sanctions listed entities).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Application, or which, as determined by us, may harm the Company or users of the Application or expose them to liability.

Additionally, you agree not to:

Use the Application in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Application, including their ability to engage in real time activities through the Application.
Use any “robot”, “spider” or other automatic device, process or means to access the Application for any purpose, including monitoring or copying any of the material on the Application.
Use any manual process to monitor or copy any of the material on the Application or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Application.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Application, the server on which the Application is stored, or any server, computer or database connected to the Application.
Attack the Application via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Application.

MONITORING AND ENFORCEMENT; TERMINATION

We have the right to:

Remove or refuse to keep on the Application any content you upload to your Wallit Account for any or no reason in our sole discretion.
Take any action with respect to any content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Application or the public or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Application.
Terminate or suspend your access to all or part of the Application for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot review material before it is posted on the Application and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

CONTENT STANDARDS

These content standards apply to any and all information you provide (collectively, the “Information”) in connection with your use of the Application, your Wallit Account, the Company’s Services, or in the course of your interactions us, other Wallit Account holders, including, but not limited to third parties. The Information must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Information must not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion,
nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.
Be likely to deceive any person.
Include identifiable information of Minors.
Include identifiable information of any person other than you.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

RELIANCE ON INFORMATION POSTED

The information presented on or through the Application is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Application, or by anyone who may be informed of any of its contents.

This Application [may include/includes] content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

CHANGES TO THE APPLICATION

We may update the content on this Application from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Application may be out of date at any given time, and we are under no obligation to update such material.

INFORMATION ABOUT YOU AND YOUR VISITS TO THE APPLICATION

All information we collect on this Application is subject to our Privacy Policy. By using the Application, you consent to all actions taken by us with respect to your information that you link to your Wallit Account in compliance with the Privacy Policy.

LINKING TO THE APPLICATION AND SOCIAL MEDIA FEATURES

The Company is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, the Company has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other visitor of Wallit.app, are those of the respective author(s) or distributor(s) and not of the Company. Neither the Company. nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

In many instances, the content available through Wallit.app represents the opinions and judgments of the respective information provider, User, or other visitor not under contract with the Company. The Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on Wallit.app by anyone other than authorized the Company’s employee spokespersons while acting in their official capacities. Under no circumstances will the Company be liable for any loss or damage caused by a User’s reliance on information obtained through Wallit.app. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Company. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

This Application may provide certain social media features that enable you to:

Link from your own or certain third-party Applications to certain content on this Application.
Send e-mails or other communications with certain content, or links to certain content, on this Application.
Cause limited portions of content on this Application to be displayed or appear to be displayed on your own or certain third-party Applications.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Application or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Application other than the homepage.
Otherwise take any action with respect to the materials on this Application that is inconsistent with any other provision of these Terms of Service.
The Application from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

LINKS FROM THE APPLICATION

If the Application contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Applications linked to this Application, you do so entirely at your own risk and subject to the terms and conditions of use for such Applications.

GEOGRAPHIC RESTRICTIONS

The Company, the owner of the Application, is based in the State of Maine and incorporated in the State of Delaware in the United States. We provide this Application for use only by persons located in the United States. We make no claims that the Application or any of its content is accessible or appropriate outside of the United States. Access to the Application may not be legal by certain persons or in certain countries. If you access the Application from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Application will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APPLICATION LINKED TO IT.

YOUR USE OF THE APPLICATION, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION IS AT YOUR OWN RISK. THE APPLICATION, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE APPLICATION. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE APPLICATION, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APPLICATION, ANY APPLICATIONS LINKED TO IT, ANY CONTENT ON THE APPLICATION OR SUCH OTHER APPLICATIONS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR SUCH OTHER APPLICATIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Application, including, but not limited to, your User Contributions, any use of the Application’s content, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Application.

GOVERNING LAW AND JURISDICTION

All matters relating to the Application and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule (whether of the State of Maine any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Maine in each case located in the City of Portland and County of Cumberland although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Dwolla Verified Customer Record/Customer Record Language
In order to use the payment functionality of Wallit’s application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by Dwolla. We will provide customer support for your Dwolla account activity, and can be reached via our website https://www.wallit.app, or by emailing support@wallit.app.

Receive Only Language
You expressly authorize Wallit’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize Wallit to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

ARBITRATION

At the Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Service or the Application, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Maine law.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

WAIVER AND SEVERABILITY

No waiver of by the Company of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

ENTIRE AGREEMENT

The Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Application and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Application.

YOUR COMMENTS AND QUESTIONS

This Application is operated by Wallit, located at 90 Bridge St., Suite 300, Westbrook, Maine 04092.

All other feedback, comments, requests for technical support and other communications relating to the Application should be directed to info@wallit.app.

Privacy Policy

Effective Date: September 26, 2020

WALLIT, INC. PRIVACY POLICY (the “Privacy Policy”)

Welcome to Wallit.app (both the website and the application, collectively, the “Website”). Wallit understands that privacy online is important to users of Wallit’s Website, especially when relating to finances and family information. This statement governs Wallit’s privacy policies with respect to those visitors to the Website (“Visitors”) who visit without transacting business and Users who register to transact business on the Website (“Users”) and make use of the various services (collectively, “Services”) offered by Wallit, Inc. (“Wallit”).

Please read this Privacy Policy carefully to understand Wallit’s policies and practices regarding the collection and use of Visitor and User Personal Information and Anonymous Information. If you do not agree with Wallit’s policies and practices, your choice is not to use Wallit’s Website. By accessing, using, or submitting Personal Information and Anonymous Information to the Website this Website, you agree to this Privacy Policy. This Privacy Policy may change from time to time (see Privacy Policy Changes section below). Your continued use of this Website after Wallit makes changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

For purposes of this Privacy Policy, the term “Personal Information” refers to any information that identifies or can be used to identify, contact, or locate the Visitor or User to whom such information pertains, including a Visitor or User’s: first and last name; home or other physical address; online contact information, such as an email address or other substantially similar identifier that permits direct contact with a person online, and a screen or user name; telephone number; social security number; a persistent identifier used to recognize a user over time and across different websites or online services such as a customer number held in a cookie, an internet protocol (IP) address, or similar processor or device serial number; photographs, videos, or audio files that contain the Visitor or User’s image or voice; and geolocation information sufficient to identify street name and name of a city or town.

For purposes of this Privacy Policy, the term “Anonymous Information” means information that does not identify the individual user and demographic information not connected to an identified individual.

PERSONAL INFORMATION THAT IS COLLECTED

Personal Information does not include Anonymous Information that is collected. Wallit may collect basic user profile information from all of Wallit’s Visitors who are not Minors. Wallit collects the following additional information from Wallit Users who are not Minors, including information:

by which you may be personally identified, such as name, date of birth, postal address, e-mail address, telephone number, social security number, financial information, and any other identifier by which you may be contacted online or offline;
that is about you but individually does not identify you, such as responses to surveys that Wallit might ask you to complete for research purposes;
about your internet connection, the equipment you use to access Wallit’s Website and usage details. Wallit collect this information:
- directly from you when you provide it to Wallit for purposes of Wallit Account registration and on-going contact information; and
- automatically as you navigate through the Website. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
- from third parties, for example, Wallit’s business and banking partners and third-party vendors.

When you register an External Account with an eligible debit card (a “Payment Card”) to your Wallit Account, we may collect Personal Information, including transaction information. By linking a Payment Card to your Account, you authorize us: (a) us to share your payment information with the third-parties that enable us to provide the Services (“Third-Party Service Providers”); (b) us to monitor transactions on your linked Payment Card(s) to identify qualifying purchases in order to determine whether you have qualified for or earned an offer linked to your Payment Card; and (c) for the Third-Party Service Providers to share such transaction details with us to enable your card-linked offer(s) and target offers that may be of interest to you. You may opt-out of such transaction monitoring on the Payment Card(s) you have registered by de-linking them through the Services or by terminating your Account. To terminate your Account and your right to use the Services at any time and for any reason and for no reason, contact Customer Support and immediately discontinue all use of the Services. Please note that if you opt-out of transaction monitoring, certain features of the Services may not be available to you or the performance of certain features of the Services may be limited or not work at all. Notwithstanding anything to the contrary in this Privacy Policy or the Terms of Service, we will use Payment Card and transaction information solely as follows:

to confirm a qualifying purchase or return to match transactions to confirm whether you qualify for an offer or reward;
to create a record of the transaction information and thereafter maintain and use data in connection with the Services;
to provide targeted offers and rewards that may be of interest to you;
to conduct analysis for the improvement and optimization of the Services;
to inform participating merchants where a transaction occurred as needed for the merchant to confirm a specific transaction occurred or eligible reward; for example, we may share the date and amount of your purchase and your name so the merchant can verify your purchase with its records or confirm if there is a missing or disputed transaction;
to provide participating merchants aggregated and anonymized information relating specifically to registered Payment Card activity solely to allow participating merchants to assess the results of their campaign;
to provide information in order to respond to a request from government authority or a payment organization involved in a transaction with you or a merchant; and
to enable the sharing, exchange and use of transaction information described above and herein by and among us, applicable Third-Party Service Providers and applicable merchants.

Wallit also collects Personal Information relating to your family members directly from you when you provide it to Wallit.

PERSONAL INFORMATION
In order to access or use the Services (other than merely browsing the Website), you must: (i) be 18 years of age or older, reside in the United States, and have a U.S.-based, non-VoIP mobile phone number; (ii) accept and agree to these Terms, including our Privacy Policy and any Additional Terms; (iii) create an Account and maintain your Account in good standing; and (iv) provide all information requested by us, such as your name, phone number, email address, and payment account information (“User Information”). All determinations as to whether a phone number is authorized by the Company is at our sole discretion. Each individual user of the Services may only have one Account. You represent and warrant that all User Information you provide us from time to time is truthful, accurate, current, and complete, and you agree not to misrepresent your identity or your User Information. You must promptly notify us of changes to your User Information by updating your Account. Our Privacy Policy governs our collection, use, storage, and disclosure of User Information.
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You are solely responsible for ensuring the confidentiality of your Account login information and maintaining the security of such information. You agree not to authorize any other person to use your Account for any purpose. Except as otherwise provided by applicable law, you are solely responsible for all transactions and other activities authorized or performed using your Account, whether authorized by you or not. If you believe any of your Account credentials, such as your password, have been obtained or used by any unauthorized person or you become aware of any other breach or attempted breach of the security of the Services or your Account, you must notify us immediately my emailing support@wallit.app.

HOW THE WEBSITE AND SERVICES USE INFORMATION COLLECTED

Wallit uses information collected to customize the Website, to make appropriate service offerings, and to fulfill buying and selling requests on the Website. Wallit may email Visitors and Users about research or purchase and selling opportunities on the Website or information related to the subject matter of the Website. Wallit may also use Personal Information to contact Visitors and Users in response to specific inquiries, or to provide requested information.

If you provide feedback to Wallit, Wallit may use and disclose such feedback for any purpose, provided Wallit does not associate such feedback with your Personal Information. Wallit may create Anonymous Information records from Personal Information by excluding any and all components of the information that makes the information personally identifiable to you or any other Visitor or User. Wallit may use this Anonymous Information for any purpose and, by agreeing to this Privacy Policy and Wallit’s Terms of Service, you agree that Wallit reserves the right to use and disclose any Anonymous Information at Wallit’s discretion.

HOW PERSONAL INFORMATION IS STORED

Personal Information collected by Wallit is securely stored and is not accessible to Third-Party Vendors or employees of Wallit except for use as indicated in this Privacy Policy. Wallit has implemented measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, and disclosure. All Personal Information you provide to Wallit is either securely stored or destroyed periodically, and any payment transactions and other financial information will be encrypted using best-in-practice technology and business standards.

While Wallit takes commercially reasonable measures to maintain a secure Website, electronic communications and databases are subject to errors, tampering and break-ins, and Wallit cannot guarantee or warrant that such events will not take place. By agreeing to Wallit’s Terms of Service, you thereby agree that Wallit will not be liable to Visitors or Users for any such occurrences.

HOW COOKIES ARE USED

When you visit Wallit’s Website or in any way use Wallit’s Services, Wallit and certain business partners and vendors may use cookies and other tracking technologies (collectively, “Cookies”). Wallit uses Cookies to recognize you as a customer; customize Wallit’s Services, other content and advertising; measure the effectiveness of promotions; perform a wide range of analytics; mitigate risk and prevent potential fraud; and to promote trust and safety across Wallit’s Website and Services.

Certain aspects and features of the Services and the Website are only available through the use of Cookies, so if you choose to disable or decline Cookies, your use of the Website and Services may be limited or not possible.

WALLIT ACCOUNTS LINKED WITH A SPONSORED BANK

The Company partners with various banking institutions (each, a “Sponsoring Bank”) to provide the Services. You may choose to use the Website and its Services by opening your Wallit Account through a Sponsoring Bank or you may choose to link your Wallit Account with a Sponsoring Bank after account-creation. By opening your Wallit Account through a Sponsoring Bank or subsequently link an Wallit Account with a Sponsoring Bank, you authorize the Company to share any of your information with the Sponsoring Bank through which you open or link your Wallit Account.

HOW INFORMATION IS SHARED AND WITH WHOM

Except as otherwise stated in this Privacy Policy, Wallit does not share your Personal Information with third parties unless you ask or authorize us to do so.

Wallit may provide your Personal Information to third-party service providers, suppliers, vendors, and the Sponsoring Banks (the “Third-Party Vendors”) in accordance with this Privacy Policy. Such Third-Party Vendors may collect information for evaluating Users for eligibility of the services of the Third-Party Vendors. In addition, in order to receive certain of the Services, you will need to provide certain Personal Information directly to Third-Party Providers. Wallit receives certain Personal Information you submit to Third-Party Vendors in accordance with this Privacy Policy in order to provide some of the Services and to help Wallit communicate with you. Examples of such services include properly authorizing the transactions, updating fund amounts, naming of bank accounts on your Wallit Account, and customer service. This Privacy Policy does not cover Third-Party Vendor collection or use of this information. Wallit does not control how these Third-Party Vendors use such information, but Wallit does ask them to disclose in a separate privacy policy how they use Personal Information provided to them from Visitors and Users and to make such privacy policy available to the Visitors and Users. Some of these Third-Party Vendors may be intermediaries that act solely as links in the distribution chain, and do not store, retain, or use the information given to them.

In order to link an external account to your Wallit Account, you will need to verify ownership of your external account through Plaid Inc., a financial information and identification service. Your information that is provided to Plaid, Inc. is not provided by Wallit, but instead provided directly by you to such Third-Party Vendor through the Third-Party Vendor’s module that you are presented with on Wallit’s Website. Plaid, Inc.’s privacy policy is located at https://plaid.com/legal/#privacy-statement.

If you open your Wallit Account through a Sponsored Bank or connect your Wallit Account with a Sponsoring Bank, Wallit may provide the Sponsoring Bank with limited Personal Information you provide such as your name, your contact information, the number of external accounts you link to your Wallit Account, and the banking institutions of such external accounts. Wallit would only share this information with the specific Sponsoring Bank that is linked to your Wallit Account. If you do not open your Wallit Account through a Sponsoring Bank or connect it with a Sponsoring Bank, none of your Personal Information will be provided to any of the Sponsoring Banks. Wallit will not provide Personal Information of Minors to any Sponsoring Bank. If you are opening an Wallit Account through a Sponsoring Bank or your Wallit Account is otherwise linked with a Sponsoring Bank, the specific Sponsoring Bank and a link to its Privacy Policy can be found at partnerbank.wallit.app/privacy-policy.

Wallit is not responsible for privacy policies of any Third-Party Vendors, including, but not limited to, the privacy policies of the Sponsoring Banks and Plaid, Inc., their adherence to or implementation of their privacy policy, or their use of any information (including Personal Information) they collect from you.

Wallit may share aggregated Anonymous Information about Wallit’s Visitors and Users, including the demographics of Wallit’s Visitors and Users, with Wallit’s subsidiaries and affiliates and Third-Party Vendors and service providers.

Although Wallit currently does have a parent company, any subsidiaries, joint ventures, or other companies under a common control (collectively, “Affiliates“), Wallit may in the future. Wallit may share some or all of your Personal Information with these Affiliates, in which case we will require our Affiliates to honor this Privacy Policy.

In the event Wallit goes through a business transition such as a merger, acquisition by another company, or sale of all or a portion of its assets, your Personal Information will likely be among the assets transferred. You acknowledge that such transfers may occur, and that any acquirer of Wallit or its assets may continue to use your Personal Information as set forth in this Privacy Policy. You hereby consent to Wallit sharing your Personal Information under the above circumstances.

CHOICES AVAILABLE TO VISITORS AND USERS REGARDING THE COLLECTION, USE DISTRIBUTION AND DELETION OF PERSONALLY IDENTIFIABLE INFORMATION

Visitors and Users may opt out of receiving unsolicited information from or being contacted by Wallit and/or Wallit vendors and affiliated agencies by responding to emails as instructed, by contacting us at info@wallit.app, or by clicking any link Wallit may offer in Wallit’s communications to opt out of communications from Wallit.

Visitors may also request that their Personal Information be purged or deleted from the Website’s database by emailing us at info@wallit.app. However, because of backups and records of deletions, it may be impossible to delete a Visitor’s entry without retaining some residual information. An individual who requests to have Personal Information deactivated will have this information functionally deleted, and Wallit will not sell, transfer, or use Personal Information relating to that individual in any way moving forward.

DISCLOSURE OF PERSONAL INFORMATION TO COMPLY WITH LAW ENFORCEMENT

Wallit will disclose Personal Information in order to comply with a court order or subpoena or a request from a law enforcement agency to release information. Wallit will also disclose Personal Information when reasonably necessary to protect the safety of Wallit’s Visitors and Users. For more information regarding Governing Law and Jurisdiction please see Wallit’s Terms of Service.

LINKS TO OTHER WEBSITES

The Website (Wallit.app) contains links to other websites. Please note that when you click on one of these links, you are moving to another web Website. Wallit encourages you to read the privacy statements of these linked websites as their privacy policies may differ from ours.

PRIVACY POLICY CHANGES

Wallit will notify Visitors and Users of the Website about changes to Wallit’s Privacy Policy by posting such changes on the Website. However, if Wallit is changing the Privacy Policy in a manner that might cause disclosure of Personal Information that a Visitor or User has previously requested not be disclosed, Wallit will contact such Visitor or User to allow such Visitor or User to prevent such disclosure.

CONTACT US

If you have any questions or suggestions regarding Wallit’s Privacy Policy, please contact us at info@wallit.app.