TERMS OF USE

WADZPAY APP TERMS OF USE

Last Material Update: 20 December 2020

INTRODUCTION

1.1 The WadzPay Wallet App Services (described below) are provided to you by WadzPay Worldwide Pte Ltd (together with its affiliates, WadzPay).

1.2 These terms and conditions use (“Terms” or “T&Cs”), as well as any attached country annexes or product schedules (together “Annex”) (if any), will apply to your use of the WadzPay Wallet App Services. Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. In the event of any inconsistency between these Terms and any Annex, the relevant Annex shall prevail.

1.3 By using the WadzPay Wallet App Services and/or completing the sign-up process, you are entering into a binding contract with us and shall be deemed to have expressly read, understood and agreed to be bound by these Terms.

1.3A These Terms incorporate within them as though they were fully restated herein, the provisions of the following terms and policies: (i) our Privacy Notice and; (ii) our Cookies Policy accessible at the Cookies Consent banner on our website. The provisions of the policies set out in this Clause 1.4 shall also govern the Client’s use of the Services.

1.4 Definitions, In these Terms:

“Applicable Law” means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;

“Affiliate” means a corporation directly or indirectly, controlling, controlled by or under direct or indirect common control with another corporation;

“Bank Transfer Top-up” has the meaning given to it in Clause 7.1A(a);

“Business Day(s)” means any day except any Saturday, Sunday or public holiday which banking institutions are open for normal business activities, in the jurisdiction where the transaction or business activity under these T&Cs is concerned;

“WadzPay” as defined in the Recital;

“WadzPay Wallet App” or “Wallet App” means the mobile application software developed, owned and released by WadzPay and available for download for Android or Apple iOS, including all content and services made available on or through the same, and any and all updates, upgrades, supplements, releases and versions thereof;

“WadzPay Wallet App Services” or “Services” refers to the Site, WadzPay Wallet App, Service Content and all related features, services, content and applications (including those described at Clause 2.1) which WadzPay may make available to you from time to time in respect of your Stored Digital Asset;

“Digital Asset” means any sort of cryptographic tokens, digital currencies, cryptocurrencies or virtual currencies, or digital assets not falling within the classification of a financial instrument in terms of the Laws of Singapore.

“Digital Asset Conversion” shall have the meaning ascribed to the term in Clause 2.1(c);

“Digital Asset Transfer” shall have the meaning ascribed to the term in Clause 2.1(d);

“Digital Asset Wallet” shall have the meaning ascribed to the term in Clause 2.1(a);

“Enabled Device” means the mobile communications or other device successfully registered by you for use in connection with the WadzPay Wallet App and WadzPay Wallet App Services;

“Erroneous Top-up Instruction(s)”) shall have the meaning ascribed to the term in Clause 7.1A(h);

“Erroneous Withdrawal Instruction(s)”) shall have the meaning ascribed to the term in Clause 7.1B(g);

“Fees” means all fees imposed by us for the use of the WadzPay Wallet App Services and/or Digital Asset Wallet;

“Force Majeure Event” means an event or failure which is beyond our reasonable control including (i) Acts of God, nature, court or government; (ii) failure or interruption in public or private telecommunication networks, communication channels or information systems; (iii) acts or omissions of acts of a party for whom we are not responsible; (iv) delay, failure or interruption in, or unavailability of, third party services and sites; (v) strikes, lockouts, labour disputes, wars, terrorist acts and riots; (vi) viruses, malwares, other malicious computer codes or the hacking of any part of the WadzPay Wallet App Services;

“Fork” has the meaning given to it in Clause 9A.1;

“Fork Network” has the meaning given to it in Clause 9A.1;

“include/including” means to include without limitation;

“Instructions” means all information, instructions, communications, orders or messages (including those relating to payments, transfers or other transactions) referable to you;

“MSCs” means the stable coins offered by WadzPay for use on the WadzPay Wallet App;

“Payment Service Partners” has the meaning given to it in Clause 7.1A(b);

“Permitted Bank” has the meaning given to it in Clause 7.1A(a);

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Service Content” means data, information, materials, advertisements, text, audio, video, graphics, software and other content on the Site and WadzPay Wallet App;

“Site” means the website at www.wadzpay.com;

“Stake or Staking” means the holding of WTK or any other Digital Assets issued by WadzPay in your account for an agreed period of time;

“Stored Digital Asset” shall have the meaning ascribed to the term in Clause 2.1(a);

“Taxes” means any taxes, duties or fees that incurred, required to be collected, paid or withheld for any reason in connection with your use of the Services under any Applicable Law;

“Terms” or “T&Cs” means these terms and conditions, including all Annexes;

“Trade Marks” shall have the meaning ascribed to the term in Clause 11.1(a);

“Transaction History” means your transaction history and details on your Digital Asset Wallet;

“Unsupported Forked Network” has the meaning given to it in Clause 9A.2;

“Virtual Digital Asset” has the meaning given to it in Clause 9.1;

“we/us/our” means WadzPay;

“Withdrawal Bank” has the meaning given to it in Clause 7.1B(b);

“you/your” means, jointly and severally, the individual(s) who is/are the user(s) of the WadzPay Wallet App Services.

THE SERVICES

2.1 The WadzPay Wallet App Services shall comprise the following services:

1. hosted Digital Asset Wallets (“Digital Asset Wallet”) by WadzPay that allow you to store with WadzPay, the types of Digital Asset that have been approved by WadzPay for storage in the Digital Asset Wallet, a list of which is available on the WadzPay Wallet App and Site (” Stored Digital Asset”);
2. a fiat currency settlement service under which merchants may convert supported Stored Digital Assets into fiat currency (“Fiat to DA Conversion”);
3. a Digital Asset conversion service under which you may convert Stored Digital Asset into other Stored Digital Asset (“Digital Asset Conversion”); and
4. a Digital Asset transfer service under which you may transfer any Stored Digital Asset to another recipient, which may be the Digital Asset Wallet of another user of the WadzPay Wallet App Services or an external recipient (“Digital Asset Transfer”);
5. any incentive programme(s) (including but not limited to any kind of reward, cashback, Staking or referral programmes) that may be launched via the WadzPay Wallet App or the Site from time to time;
6. Purchase and use of gift cards; and
7. any other products or services listed in the Annexes (if any), show on the Wallet App or our official communication channel from time to time.

2.2 We reserve the right to and without liability to you to:

1. update, change, remove, cancel, suspend, disable or restrict access to or discontinue the WadzPay Wallet App Services or change any features, component or content thereof;
2. decline, suspend, cancel, reverse, void or partially execute any Fiat to DA Conversion, Digital Asset Conversion or Digital Asset Transfer instruction; or
3. reverse, cancel, change any terms or refuse to honour any pay-out for any incentive programmes regardless of your entitlement.

2.3 We reserve the right to suspend, restrict or terminate your access to any or all of our Services and to deactivate your account, including without limitation:

1. where it is our reasonable opinion that we are required to do so by Applicable Law or any court or other adjudicating authority to which we are subject in any jurisdiction;
2. upon reasonable suspicion that you may be in breach of these Terms or are otherwise trying to circumvent these Terms such as by opening multiple accounts or abusing of any of our incentive schemes;
3. upon reasonable suspicion that a transaction is erroneous;
4. upon reasonable suspicion that your account has been compromised or the Services are being used in a fraudulent or unauthorised manner;
5. upon any reasonable suspicion or money laundering, terrorist financing, fraud or any other financial crime; or
6. whereby any of your wallets/you are subject to pending litigation, investigation or government proceedings.

2.4 In the event that we decide to suspend, restrict or terminate your access to our Services in accordance with the provisions of this Clause 2, we will (to the extent that it is not unlawful for us to do so) provide you with adequate notice of such termination of Services. Suspensions from the use of our Services will be reversed only as soon as reasonably practicable once the reasons for refusal no longer exist. We are under no obligation to execute any suspended, reversed or terminated transactions at the same price or on the same terms.

2.5 Clause 2.2 above may occur to all, or any specific group, or any individual user of WadzPay Wallet App Services. We do not guarantee that any specific content, component and/or feature will always be available on the WadzPay Wallet App Services.

2.6 You understand and agree that we may engage any third-party service provider or subcontractor to perform any or all of the services provided hereunder. WadzPay shall not be liable for any delay, loss or damage of any kind incurred from any services provided by any third party service provider or subcontractor engaged by WadzPay. All claims in connection with the act of any third party service provider or subcontractor shall be brought solely and directly against such party and/or its agents. WadzPay’s sole liability in relation to the services provided by any third party service provider or subcontractor shall be limited to the using of reasonable care in the selection of such party.

RISKS OF USING DIGITAL ASSETS

3.1 Please note that all transactions involving Digital Assets involve certain risks. In this regard, once submitted to a blockchain network, such a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the blockchain network. A transaction is not complete while it is in a pending state. Virtual Digital Assets that are in a pending state will be designated accordingly, and the relevant Stored Digital Asset will not be included in your Digital Asset Wallet or be available to conduct transactions.

3.2 The risk of loss in holding of Digital Assets can be substantial. You should therefore carefully consider whether holding Digital Assets is suitable for you in light of your financial condition. In considering whether to hold Digital Assets, you should be aware that the price or value of Digital Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. If you use an WadzPay Wallet App Services which allows you and/or third parties to access and hold Stored Digital Asset private keys, you acknowledge that we are not responsible for safeguarding such keys and that we are not responsible for any loss of Stored Digital Asset resulting from theft, loss, or mishandling of Stored Digital Asset private keys outside our control.

3.3 We are not responsible for the Digital Asset market, and we make no representations or warranties concerning the real or perceived value of Digital Assets as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of Digital Assets, such data or graphs are for reference only. We make no representations regarding the quality, suitability, truth, usefulness, accuracy, or completeness of such data or graphs, and you should not rely on such data or graphs for any reason whatsoever. You understand and agree that the value of Digital Assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by holding or trading Digital Assets, even if the WadzPay Wallet App Services delayed, suspended, or interrupted for any reason.

3.4 We do not provide investment advice and any content contained on the Site should not be considered as a substitute for tailored investment advice. The contents of the Site should not be used as a basis for making investment decisions and is not intended as an attempt to market or promote any type of Digital Asset.

3.5 Neither your Digital Asset Wallet nor Fiat Wallet is a depository account. Funds stored in your Digital Asset Wallet and Fiat Wallet do not earn any interest unless otherwise stated and they are not protected by any government-backed depositor compensation, insurance or guarantee scheme.

ONBOARDING

4.1 By signing up for the use of the WadzPay Wallet App Services, you represent and warrant that:

1. you are at least eighteen (18) years of age;
2. you have the full right, power, and authority to agree to these Terms;
3. you are not resident or a Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction which WadzPay has notified as being subject to prohibitions or restrictions on accessing or using the WadzPay Wallet App Services;
4. you are not a resident or Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction in which entry into or performing your obligations under these Terms or the delivery, holding, use or exchange of Stored Digital Assets is unlawful or restricted in any way or requires licensing, registration or approval of any kind;
5. you are the authorised user of the Enabled Device;
6. you are not currently registered as a user of the WadzPay Wallet App Services;
7. you are not impersonating any other person, operating under an alias or otherwise concealing your identity;
8. )are not located in, under the control of, or a national or resident of (i) any Restricted Locations, or (ii) any country to which the United States has embargoed goods or services; (iii) are not identified as a “Specially Designated National”;
9. are not placed on the Commerce Department’s Denied Persons List;
10. will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms;
11. are the sole ultimate beneficial owner of your account and not acting on behalf of or representing any other natural person, legal person or legal entity;
12. you are the beneficial owner of (or if you are acting as a trustee, the legal owner) of any Digital Asset or FIAT currency subject to these Terms and forming the subject matter of the Services; and
13. you are compliant with all Applicable Law requirements to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements;

4.2 In order to use the WadzPay Wallet App Services, you must register as a user on the WadzPay Wallet App, and provide us with all information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Law) in order to process your registration.

4.3 You agree to cooperate with all requests made by us or any of our third party service providers on our behalf in connection with your use of the WadzPay Wallet App Services, including to identify or authenticate your identity or validate your funding sources or transactions. This may include, without limiting the generality of the foregoing, requiring further information that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your information against third party databases or through other sources.

4.4 We are entitled, in our sole discretion and without providing reasons, to refuse your application for or to suspend, terminate or limit your use of the WadzPay Wallet App Services or your account, and/or to change the eligibility criteria for registration or use of the WadzPay Wallet App Services at any time.

4.5 We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you acknowledge that we or a third party on our behalf will carry out such verifications.

4.6 You hereby represent and warrant that any and all information provided to us, our Affiliates or any of our third party service providers, is always complete, accurate and up to date in all respects and that in the event that such information ceases to be complete, accurate and up-to-date, you shall provide us, our Affiliates and third party service providers which such revised and updated information without delay. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. Failure to complete any step of the registration process or provide up to date information may result in your inability to or adversely affect your use of the WadzPay Wallet App Services. You undertake to indemnify us, our Affiliates and any third party service providers for any and all losses incurred as a result of your failure to provide complete, accurate and up to date information at any point prior to and following termination of our Services.

4.7 At the time you sign up for WadzPay Wallet App Services or at any time in the future, you authorise us to undertake electronic identity verification checks on you, either directly or using relevant third parties.

4A.1 Notwithstanding any Terms hereunder or your successful completion of the signing up process in accordance with Clause 4.1 above, certain types of users are specifically prohibited to use certain features within the WadzPay Wallet App Services. You further represent and warrant that:
(a) In relation to the use of MSCs on the WadzPay Wallet App or any of the WadzPay Wallet App Services, you are not a citizen or resident of Bulgaria, China, Hong Kong or in the case of US citizen or resident, you are a resident in one of the states listed here.

THE WADZPAY WALLET APP

5.1 The WadzPay Wallet App gives you interactive access to your Digital Asset Wallet, including allowing you to perform one or more of the following actions now or in future releases:

1. view the balance and Transaction History of your Digital Asset Wallet;
2. obtain instructions on how to load your Digital Asset Wallet;
3. request for a Digital Asset Transfer from your balance held in your Digital Asset Wallet;
4. request a Digital Asset Conversion; and
5. request a Fiat to DA Conversion

5.2 Subject always to your continuing compliance with these Terms, we grant to you a limited, nontransferable, non-exclusive licence to use the WadzPay Wallet App insofar as owned by or licensed through us on your Enabled Device and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved. Some software components used in the WadzPay Wallet App may be offered under an open source or other licence as we may notify to you, in which case your use of those components of the WadzPay Wallet App shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.

5.3 Fees and account balances in the WadzPay Wallet App are not rounded, however, they may be displayed to you as rounded up or down.

5.4 You acknowledge and agree that your use of the WadzPay Wallet App Services is at all times subject to your compliance with these Terms and all other applicable terms.

YOUR DEVICE

6.1 You acknowledge and agree that, in connection with your use of the WadzPay Wallet App, you shall be responsible for the following, at your own cost:

1. obtaining all necessary hardware, software and communications services necessary for your use of the WadzPay Wallet App in accordance with these Terms;
2. installing antivirus or other mobile security software on your Enabled Device to protect against any security or other vulnerabilities which may arise in connection with your use of the WadzPay Wallet App in accordance with these Terms; and
3. installing updates and patches for the WadzPay Wallet App and your Enabled Device in a prompt and timely manner.

6.2 Without prejudice to the foregoing and any other terms in these Terms, we assume that any and all instructions received from your Enabled Device have been made by the rightful owner. You are solely responsible and liable for keeping your Enabled Devise safe and maintaining adequate security and control of your username, password and shall be likewise solely responsible and any access to and use of the WadzPay Wallet App and the Services through your Enabled Device, notwithstanding that such access may have been effected without your knowledge, authority or consent. We will not be liable to you for any loss or damage resulting from such use.

6.3 Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by emailing us at contact@wadzpay.com. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.

TOP-UPS TO DIGITAL ASSET WALLET AND DIGITAL ASSET TRANSFERS

7.1 Top-ups to your Digital Asset Wallet

(a) You may load Stored Digital Asset on to your Digital Asset Wallet by effecting a transfer of such Digital Asset from your private wallet to the relevant address for your Digital Asset Wallet, which will be available on the WadzPay Wallet App.

(b) You acknowledge and agree that it is your responsibility to ensure that: (i) the correct address for your Digital Asset Wallet (as reflected on the WadzPay Wallet App) is entered when you effect a transfer of Digital Asset from your private wallet to your Digital Asset Wallet; and (ii) only the Digital Assets that are Stored Digital Asset (i.e. Digital Assets supported by WadzPay as set out on the WadzPay Wallet App and the Site) will be transferred to your Digital Asset Wallet.
You also acknowledge that: (1) the transfer of any Digital Asset to an incorrect address (i.e. an address other than the correct address for your Digital Asset Wallet); or (2) the transfer of any type of Digital Asset that is not a Stored Digital Asset (i.e. Digital Asset supported by WadzPay as set out on the WadzPay Wallet App and the Site), will result in the irreversible loss of such Digital Asset. We shall bear no liability for any such loss of Digital Assets.

(c) A transfer of Digital Asset to your Digital Asset Wallet is only deemed to be confirmed when the balance of your Digital Asset Wallet (as reflected in the WadzPay Wallet App) has been updated to reflect such transfer.

(d) WadzPay reserves the right to reject any transfer of Digital Asset to your Digital Asset Wallet. In such a scenario, the relevant Digital Asset will not be credited to your Digital Asset Wallet and WadzPay will effect a transfer of the same amount of the relevant Digital Asset, less any applicable fees, back to the address from which it was sent.

8A. Purchase and use of gift card

8A.1 In the future case that WadzPay partners with third party gift card providers (“Gift Card Providers”) to offer gift card (“Gift Card”) which you may purchase via the Wallet App. Prior to purchasing a Gift Card, please check and be aware of any expiry date, jurisdiction limitation and any disclaimers given by the merchant issuing the Gift Card (“Gift Card Merchant”) or the Gift Card Providers. It is your responsibility to carefully read and observe all restrictions regarding the use of the Gift Card, we shall not be obliged to and will not refund the Gift Card due to your negligence or oversight in observing any restrictions or limitations regarding the use of the Gift Card. After you purchased a Gift Card, you will receive the redemption instructions (“Redemption Instructions”) via email at the last known email address in our records. You may then redeem the Gift Card in accordance with the Redemption Instructions.

8A.2 For a Gift Card that has been delivered to you via email or the Wallet App, unless we made a mistake by selling you a Gift Card that is not redeemable in the countries listed, we shall not be obliged to and will not refund to you the purchase value of the Gift Card.

8A.3 For a Gift Card that is unable to be delivered to you after payment has been received by us due to system failure or if the Gift Card is out of stock or unavailable at the time of the transaction, we shall refund to you the purchase value of the Gift Card in full.

8A.4 Your order and use of the Gift Card is fulfilled and delivered by the Gift Card Providers, if you encounter any issues arising from the Gift Card including the redemption of the Gift Card, we will assist you to contact the Gift Card Provider to resolve the issues. Notwithstanding the foregoing, we shall not be responsible for the delivery or your redemption of the Gift Card.

8A.5 In the event that a Gift Card Provider or Gift Card Merchant assign the benefit of its credits to a third party, is declared insolvent, or has appointed or has arrangement to appoint a receiver or trustee in bankruptcy to take charge of all or part of its property and is therefore unable to fulfil your use or redemption of the Gift Card, WadzPay shall not be obliged to and will not refund to you the purchase value of the Gift Card and there is a chance that you are unable to recover any amount from the Gift Card Provider or Gift Card Merchant.

8B. Purchase and use of mobile airtime

8B.1 In the future, WadzPay may offers a feature within the WadzPay Wallet App that enables users to top up a pre-paid phone number by purchasing mobile airtime with specific types of Digital Assets (“Pay Airtime”). Prior to purchasing Pay Airtime, please check and be aware of the restrictions and/or limitations regarding the purchase and use of Pay Airtime. It is your sole responsibility to carefully read and observe all such restrictions and/or limitations, we shall not be obliged to and will not offer any refund due to your negligence or oversight in observing any restrictions and/or limitations regarding the purchase or use of Pay Airtime. After you purchased Pay Airtime, you will receive a confirmation email at the last known email address in our records. The confirmation email acts as a record of the purchase and may include redemption instructions depending on your network operator. You may then redeem the Pay Airtime in accordance with such redemption instructions.

8B.2 It is your sole responsibility to ensure the accuracy and correctness of the necessary information to enable to use of Pay Airtime, including, but not limited to, the phone number, the country, the network operator and the amount of the top-up. We shall not be responsible for any consequences arising from the inaccuracy and incorrectness of any information provided by you.

8B.3 For Pay Airtime that is unable to be redeemed after payment has been received by us due to our system failure, we shall refund to you the purchase value of the Pay Airtime in full.

8B.4 The purchase and use of Pay Airtime is enabled by your network operator, if you encounter any issues arising from Pay Airtime including the activation of the Pay Airtime, we will use reasonable endeavours to assist you to contact your network operator to resolve the issues, and it is in the sole discretion of your network operator to determine how to correct the issues. We shall not be obliged to and will not refund to you the purchase value of the Pay Airtime.

OTHER PROVISIONS APPLICABLE TO VIRTUAL DIGITAL ASSETS

9.1 WadzPay reserves the right to, in its sole discretion, refuse to process or to cancel any pending request from you for any Digital Asset Transfer or Fiat to DA Conversion (each, a “Virtual Digital Asset”), including for purposes of compliance with Applicable Law.

9.2 WadzPay securely stores 100% of all Stored Digital Asset private keys using Hashicorp Vault. As a result, it may be necessary for WadzPay to retrieve this information from offline storage in order to facilitate a Virtual Digital Asset in accordance with your Instructions, which may delay the initiation or crediting of such Virtual Digital Asset for 48 hours or more. As a user of the WadzPay Wallet App Services, you accept the risk that a Virtual Digital Asset facilitated by WadzPay may be delayed and you agree not to hold WadzPay responsible for any loss or damage arising out of or related to such delay.

9.3 It is your sole responsibility to determine whether, and to what extent, any Taxes apply to any transactions associated with your receipt or transfer of Stored Digital Asset, and/or to the Virtual Digital Assets you conduct, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate tax authorities. Your Transaction History is available through the WadzPay Wallet App. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

9.4 The loading of Stored Digital Asset to your Digital Asset Wallet and any Virtual Digital Asset are subject to limits imposed by WadzPay (as may be amended from time to time in WadzPay’s sole discretion). Such limits are set out in the WadzPay Wallet App but WadzPay may, in its sole discretion, apply different limits to you specifically. We may also require you to submit additional information about yourself (including any person associated with you and your activities), provide records of, and arrange for meetings with WadzPay staff to discuss your loading of Stored Digital Asset to your Digital Asset Wallet or any Virtual Digital Asset you have effected.

9A. FORK

9A.1 You agree and understand that the underlying protocols of the Digital Assets’ networks are subject to changes (each a “Fork”) which may result in more than one version of such network (each a “Forked Network”). You further agree and understand that Forks may materially affect the value, function, and/or name of the Digital Assets you hold on the WadzPay Wallet App.

9A.2 In the event of a Fork, WadzPay may temporarily suspend any WadzPay Wallet App Services (with or without advance notice to you) and we may determine, in our sole discretion, whether or not to support the Forked Networks. In the event that WadzPay not to support any such Forked Networks (“Unsupported Forked Network”), the Digital Assets offered by such Unsupported Forked Networks will not be made available to you. Notwithstanding the foregoing, we may, in our sole discretion obtain and retain the Digital Assets offered by such Unsupported Forked Network as property belonging solely to WadzPay.

9A.3 You acknowledge the risks presented by forks and hereby accept that we have no responsibility for any losses or damage arising as a result of an Unsupported Forked Network.

FEES

10.1 Your use of the WadzPay Wallet App Services may be subject to certain Fees, which will, if applicable, be debited from your Digital Asset Wallet. The list of applicable Fees are set out on when making transactions with the WadzPay Wallet App and the Site and may be amended by WadzPay from time to time.

10.2 All applicable Fees listed on the WadzPay Wallet App and the Site are exclusive of any applicable Taxes and the actual Fee charged will be increased to account for any such applicable Taxes.

INTELLECTUAL PROPERTY RIGHTS

11.1 You acknowledge and agree that:

(a) the WadzPay trade marks and logos, and any other logos, service marks, product names and other proprietary indicia used in the WadzPay Wallet App are the property of either WadzPay or third party licensors (collectively, the ” Trade Marks”);

(b) the intellectual property rights in and to the WadzPay Wallet App Services are either owned by us or licensed to us by third party licensors;

(c) other than the licence expressly granted by you in these Terms, no other rights are granted to you in respect of either the Trade Marks, the WadzPay Wallet App or the WadzPay Wallet App Services; and

(d) no part or parts of the WadzPay Wallet App may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.

CONDUCT

12.1 Without prejudice to the foregoing, you undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):

(a) use the WadzPay Wallet App to conduct electronic spamming or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk mail or chain letters;

(b) use the WadzPay Wallet App to perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);

(c) use the WadzPay Wallet App to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is immoral or illegal or contains any other harmful or deleterious program;

(d) modify or adapt the whole or any part of the WadzPay Wallet App or combine or incorporate the WadzPay Wallet App into another other programme or application;

(e) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the WadzPay Wallet App or any components thereof;

(f) use the WadzPay Wallet App in any manner that would lead to the infringement of our, our Affiliates’ or any other third party’s intellectual property rights, including without limitation any copyright, patent or trademark. You undertake not to take or attempt to take any action or claim ownership of any property that infringes or would infringe upon our intellectual property interests;

(g) use the WadzPay Wallet App in a way that could damage, disable, impair or compromise the WadzPay Wallet App or the provision of the WadzPay Wallet App Services (or the systems or security of the WadzPay Wallet App or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of WadzPay. You undertake not to gain or attempt to gain unauthorised access to the account or wallets of other users;

(h) take any action that imposes an unreasonable or disproportionately large burden or load on the WadzPay infrastructure (including, but without limitation to our servers, networks, data centres and related or like equipment) and detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the Services;

(i) engage in any other activities deemed inappropriate by us or which is in contravention of these Terms or any Applicable Laws;

(j) provide false, inaccurate, incomplete or misleading information to WadzPay or any of its Affiliates or third party services providers; or

(k) deposit with WadzPay any Digital Assets or FIAT currency forming part of the proceeds of any criminal or unlawful activity.

DATA PROTECTION

13.1 By using the WadzPay Wallet App Services, you confirm that you have read and understood our Privacy Notice and understand how we collect, use, disclose and share amongst ourselves your Personal Data and disclose such Personal Data to our authorised service providers and relevant third parties. We will only share your Personal Data in order to facilitate and administer your use of the WadzPay Wallet App Services or otherwise if required by law or any of our counterparty who is the controller of your data. Such data controller will manage and protect your personal data in accordance with all applicable data protection laws. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Notice, which is accessible at https://www.wadzpay.com/privacypolicy/

13.2 We reserve the right at any time to satisfy our internal requirement as to your Personal Data (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or anti-money laundering and counter-terrorist financing purposes.

ELECTRONIC COMMUNICATIONS

14.1 You shall accept full responsibility for the security and authenticity of all Instructions sent via the WadzPay Wallet App and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from your Enabled Device via the WadzPay Wallet App are yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.

14.2 You are aware that Instructions and information transmitted via the WadzPay Wallet App are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept these associated risks.

14.3 Any Instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instructions from the relevant system and duly informed you of such receipt. In addition, any Instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.

14.4 You agree without prejudice to any of these Terms, that, to the extent there are any terms in your local jurisdiction governing the time and place of despatch and receipt of electronic communication, to the maximum extent permitted under applicable law, such terms shall not apply to your use of the WadzPay Wallet App Services and that you shall be liable for any damage that may be caused through the use of the Internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.

14.5 You acknowledge and agree that in the event of any dispute arising in connection with your use of the WadzPay Wallet App Services, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the WadzPay Wallet App Services and/or of you (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

LIMITATION OF SERVICES / TERMINATION / ACCOUNT CLOSURE

15.1 WadzPay may at any time and without liability to, terminate, suspend, or limit your use of the WadzPay Wallet App Services (including freezing the Digital Assets in your account or closing your Digital Asset Wallet, refusing to process any transaction, or wholly or partially reversing any transactions that you have effected), including (but not limited to): (a) in the event of any breach by you of these Terms and all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where WadzPay suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) to remedy the effects of any defect in or compromise to any information system upon which WadzPay relies on; (e) as may be informed by its internal monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; or (f) in WadzPay’s absolute opinion that an order or transaction has been executed based on an aberrant value.

15.2 Your obligations under these Terms will continue in the event of such suspension or termination described in Clause 15.1 above.

15.3 You shall not be entitled to any payment, compensation or damages from us in relation to any suspension, reversal or termination of your use of the WadzPay Wallet App Services for any reason whatsoever. Any suspension or termination of your use of the WadzPay Wallet App Services for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.

15.4 Our rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which we may have (whether under these Terms, Applicable Law or otherwise).

15.5 If you wish to suspend or terminate your access to and use of any of the WadzPay Wallet App Services or close your account, you are required to submit a request to WadzPay in such manner and form and accompanied by such information and supporting documentation as may be required by us to request for and effect such suspension or termination. You acknowledge and agree that you will be subject to such terms and conditions as we may consider applicable to such suspension or termination.

15.6 If you have remaining balance in your account which has been suspended or closed, you are entitled to recover such Digital Assets unless we are prohibited by law or a court order to release such Digital Assets or where we have reasonable grounds to suspect that such Digital Assets were obtained through fraud or any unlawful means or connected with any criminal activities. If you have any questions about this Clause, please contact us at contact@wWadzpPay.com.

15.7 We may at any time and without notice to you set off any amount we owe you against any amount that you owe us or, where more than one person constitutes our client, that any one or more of those persons singly or jointly owe us (in either case, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment). Any amounts that are so set off will be discharged promptly and in all respects.

CUSTOMER FEEDBACK, QUERIES, AND COMPLAINTS

16.1 If you have any feedback, questions or complaints, please contact us via email at contact@wWadzpPay.com and through our live chat available on the WadzPay Wallet App. Whilst we strive to respond to you as soon as possible, for more complicated issues, it may take us up to 45 days to resolve and get back to you. You accept and agree that We shall not be responsible for any loss and damage incurred during such period.

LIMITATION OF LIABILITY

17.1 THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU, YOUR AFFILIATES OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE WADZPAY WALLET APP SERVICES PROVIDED UNDER THESE TERMS. OUR LIABILITY IN RESPECT OF REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED IS LIMITED, AT OUR OPTION, TO ANY ONE OF:
(i) RE-SUPPLYING, REPLACING OR REPAIRING THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED; OR
(ii) PAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING OF THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED.

17.2 NOTWITHSTANDING ANYTHING IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR ANY OF OUR REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGE OR CLAIMS:
(i) DUE TO AN UNUSUAL OR UNFORESEEABLE EVENT, OUTSIDE OUR REASONABLE CONTROL AND THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (INCLUDING BUT NOT LIMITED TO FORCE MAJEURE, EVENTS OF WAR OR CIVIL UNREST, NATURAL DISASTERS, STRIKE, LOCK-OUT, TRAFFIC DISRUPTION, ACTS OF DOMESTIC OR FOREIGN GOVERNMENTAL AUTHORITIES);
(ii) ARISING FROM OR IN CONNECTION WITH:
(A) ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE WADZPAY WALLET APP OR WADZPAY WALLET APP SERVICES;
(B) ANY REFUSAL TO PROCESS OR AUTHORISE, OR ANY REVERSAL OF, ANY TRANSACTION FOR ANY REASON;
(C) YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE WADZPAY WALLET APP, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES;
(D) USE OF YOUR ENABLED DEVICE AND THE WADZPAY WALLET APP SERVICES BY THIRD PARTIES, WHETHER AUTHORIZED OR UNAUTHORIZED BY YOU;
(E) ANY THEFT OR LOSS OF YOUR ENABLED DEVICE;
(F) ANY UNAUTHORISED OR INELIGIBLE USE OF THE WADZPAY WALLET APP SERVICES CONTRARY TO THESE TERMS;
(iii) DUE TO COMPLIANCE WITH APPLICABLE LAWS AND/OR COURT ORDERS;
(iv) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOST DATA, OTHER INTANGIBLE LOSSES, PUNITIVE, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER OUR OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
(v) RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.

17.3 IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES YOU PAID US FOR YOUR USE OF THE SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

17.4 We shall not be liable for fault on the part of any third party service providers instructed by us. In such cases, our liability shall be limited to using reasonable care in the selection, appointment and instruction of such third party service providers (but not of any sub-contractor or other third party such third party service provider may use).

17.5 Nothing in these Terms shall operate to limit or exclude any liability for fraud, gross negligence or for death or personal injury resulting from negligence.

17.6 The parties agree that any claims against the other under these Terms may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No court or adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any user of WadzPay Wallet App Services cannot and may not affect any other users.

INDEMNIFICATION

18.1 You agree to indemnify and hold WadzPay and third party service providers, and each of their officers, directors, agents, joint venture entities, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (a) your breach of any of these Terms; (b) your use of the WadzPay Wallet App and/or the WadzPay Wallet App Services; and (c) your violation of any law or regulation of any jurisdiction, or the rights of any third party.

AMENDMENT AND VARIATION

19.1 These Terms may from time to time be updated or amended. We will post any such updates on the WadzPay Wallet App or Site. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the WadzPay Wallet App and Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the WadzPay Wallet App without prior notice. By continuing to use the WadzPay Wallet App and/or the WadzPay Wallet App Services after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated WadzPay Wallet App. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the WadzPay Wallet App and/or the WadzPay Wallet App Services immediately.

TRANSFER, ASSIGNMENT OR DELEGATION

20.1 These Terms, and any rights and obligations and licences granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without our written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within the WadzPay group, or to any successor in interest of any business associated with the WadzPay Wallet App Services. Any attempted transfer or assignment in violation hereof shall be null and void.

SEVERABILITY

21.1 If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.

ENTIRE AGREEMENT / TRANSLATION

22.1 These Terms constitute the entire agreement between the parties with regard to its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

22.2 These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

WAIVER

23.1 These Terms shall not be waived in whole or in part except where agreed by all parties in writing.

23.2 The delay of enforcement or the non-enforcement of any of the terms of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

NOTICES AND COMMUNICATIONS

24.1 By using the WadzPay Wallet App Services, you agree that we may provide you with any notices or other communications, including marketing, relating to your use of the WadzPay Wallet App Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us.

24.2 Notices to us should be sent electronically to our support system at contact@WadzPay.

THIRD PARTY RIGHTS

25.1 Other than any entities within the WadzPay group, a person who is not a party in these Terms has no right to enforce any of these Terms.

GOVERNING LAW AND JURISDICTION

26.1 These Terms are governed by and shall be construed in accordance with the laws of Singapore without regard to any choice or conflict of laws rules.

26.2 Any dispute, controversy or claim, whether contractual or non-contractual, arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, or any other issue which shall arise in virtue of these Terms, shall be referred to and finally settled by arbitration in Singapore.