Digital Wallet Terms & Conditions
Table of Contents
- Program
- Who can use the Services
- Fees
- Location of our Privacy Policy
- Use of the Services
- Disclaimer and Limitation of Liability
- Indemnity
- Amendments to the Terms
- Termination of these Terms and the Services
- Miscellaneous
These Digital Wallet Terms & Conditions (these “Terms”) governs your use of the digital wallet program made available to you by Papaya (“Program”), including your creation and use of the digital wallet (“Wallet”) made available to you as part of the Program. For purposes of these Terms, “you” and “your” means you as the Wallet holder, and “Papaya”, “we” and “us” means (a) Azimo Ltd.; (b) Azimo B.V.; (c) Azimo PSP Pty Ltd; (d) Azimo Hong Kong Limited; and (e) Azimo Canada Inc. and its group companies, affiliates, successors and assigns.
Please read these Terms before creating or using a Wallet. These Terms are a legal agreement between you and us. By creating or otherwise using a Wallet, you are agreeing to these Terms. If you do not intend to be bound by these Terms, you may not create, access or use a Wallet.
PROGRAM
Overview. As part of the Program, we provide a platform that allows you to access certain information, features, dashboards and other functionality related to your Wallet (collectively, “Services”). In addition, you may be issued a virtual debit card (“Card”) as part of the Program. To use certain features of the Wallet (including, but not limited to, transacting with the Wallet and transferring funds from your Wallet to your bank account), you will need to be issued a Card. When you have a Card and Wallet, the Wallet may allow you to (a) receive money sent by third parties, such as the entity engaging you to provide services, (b) send money using funds in your Wallet to others, (c) enter into transactions where the Wallet is accepted, and (d) transfer money from your Wallet to your designated bank account.
Financial Institution Partners. We do not provide, and are not responsible for, your Card or any banking or money transmission services accessed or used through your Card or Wallet. The Card and such banking and money transmission services are provided by one or more of Papaya’s designated financial institution partners (“Financial Institution Partners”), not Papaya itself. You understand that funds held in your Wallet may be held in an omnibus custodial account at a Financial Institution Partner, which will be established for the benefit of Papaya’s customers, such as you. You acknowledge and agree that such omnibus account does not create or represent a relationship between you and any Financial Institution Partner. Your rights in such omnibus account are limited to the specific amount of funds in your Wallet. Papaya is not responsible or liable for, and makes no representation or warranty regarding, the services provided by Financial Institution Partners.
Instructions. Your Wallet is directed by you. You hereby appoint Papaya or its Financial Institution Partner, as applicable, as your agent to carry out the instructions you send via the Services. You are responsible for ensuring your instructions are accurate and complete, including any payment information you provide in connection with your instructions. Once you submit an instruction, we may not be able to reverse it and the resulting transaction. We will not be liable for complying with your instructions. For clarity, when you transfer currency from your Wallet to another account, you acknowledge and agree that you are instructing Papaya and its Financial Institution Partner to transfer the specified currency and amount thereof to such other account. Transfers may be voided if you attempt to transfer an amount in excess of your Wallet balance or to a non-compatible account in contravention of applicable regulation.
Security Procedures. Your Wallet transactions may be subject to security procedures and fraud monitoring controls provided or implemented by us or our Financial Institution Partners. Such procedures and controls may reduce your access to funds or otherwise limits on your transactions.
Insufficient Funds. You agree not to enter into any Wallet transaction that exceeds your Wallet balance. If any transaction exceeds your Wallet’s funds, you agree that you are liable to us for the amount of such transaction and any applicable fees or charges that may be incurred as a result of such transaction.
Verification; Eligibility. We may require you to verify or provide additional information and documents as part of our onboarding process and in connection with your use of the Program, including, without limitation, pursuant to our compliance policies, including but not limited, to our Know Your Customer and Anti-Money Laundering policies, and at the request of any competent authority or in case of application of any applicable law or regulation. You authorize us and our Financial Institution Partners to make any inquiries deemed necessary to verify and authenticate your information and identity, including checking commercial databases or credit reports. We may also require you to provide additional information or documents in cases where we have reason to believe: (i) that you are using the Program for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details. You also agree to promptly report to us any potentially fraudulent activity you are aware of in connection with your Wallet. We may suspend or otherwise prevent your access to your Wallet until you comply with all our requests for information. If you are in breach of these Terms, our general Terms of Use available at https://www.papayaglobal.com/terms/ (“General Terms”), or your Cardholder agreement, or you are otherwise not in good standing, you will not be eligible to use your Wallet. There may be other restrictions in connection with the Wallet or Card, including, but not limited to, restricted geographic or merchant locations where there is a higher risk of fraud or illegal activity; restrictions to comply with laws or prevent liability; and other restrictions to prevent fraud and other losses.
Transaction History. The Services may display transaction history information. Such information is preliminary may not reflect accurate or complete information about your Wallet transactions. You agree that your Card’s billing statements shall prevail in the event of any conflict related to transaction history.
Security. You agree that you are solely responsible for any activity on your Wallet and Card and protecting and maintaining the confidentiality of your Card and Wallet information. If you share your credentials with others, third parties may be able to use your Wallet and Card, and access card information made available through the Wallet or Services. You must immediately notify us at compliance@papayaglobal.com if you know or have any reason to suspect that your Wallet has been misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Wallet or Card. To the extent permitted by applicable law, you agree that we are not responsible for any unauthorized use of your Wallet or Card.
Third Party Platforms. Our Services may be integrated with certain third-party platforms and/or providers (collectively, “Third Party Platforms”), such as the platform for the entity engaging you to provide services. These Third-Party Platforms may have additional terms and conditions that govern your access and use of such Third-Party Platforms, which you acknowledge that such third-party provider is responsible for providing to you. If you have a dispute with such Third-Party Platform, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. We may not be able to control the actions of Third-Party Platforms, and we make no promises or guarantees of any kind regarding Third Party Platforms.
Wallet Closure. You may close your Wallet at any time. You acknowledge and agree that closing your Wallet will not affect any obligations or liabilities incurred by you prior to the date your Wallet is closed. In connection with your Wallet closure, you may be required to cancel all open transactions and must provide transfer instructions for where any funds remaining in your Wallet should be transferred to. If you do not provide any transfer instructions in a timely manner, we can take any action legally permitted to provide any remaining funds to you or including crediting your linked bank account. You are responsible for any fees, costs, expenses and other liabilities associated with closing your Wallet. Notwithstanding the foregoing, you acknowledge that we may prevent you from closing your Wallet closure if we believe you are doing so in order to avoid any investigation. You agree that we may retain your Wallet information, including transaction history, as permitted by applicable law. In the event your Wallet remains no transactions are undertaken, and your Wallet remains inactive for a period of 12 months, you agree that we reserve the right to reclaim or escheat the funds in your Wallet.
Actions Against Your Account. If we are served with a subpoena, restraining order, writ of attachment or execution, tax levy, garnishment, search warrant or other order relating to your Wallet, we will comply with such legal action and, in our discretion, we may freeze the funds in your Wallet and not allow any payments out of your Wallet until a final court determination regarding such legal action. In these circumstances, we will not have any liability to you if there are insufficient funds to pay any transaction using your Wallet because we have withdrawn funds from your Wallet or in any way restricted access to your funds in accordance with such legal action. Any fees or expenses we incur in responding to any such legal action may be charged against your Wallet. If you request that we make a transfer or withdrawal, the full amount of the payment must be received by Papaya in cleared and settled funds and for the full amount being transferred or withdrawn, including any fees that may be payable, before the transfer or withdrawal is made. If for any reason we agree to make a transfer or withdrawal without having received the full amount: (i) we may demand, and you must repay, the full amount in the time requested by us after the transaction has been processed, and (ii) we shall be under no obligation to make any future transfer or withdrawal without having received the full amount. If there is suspicious activity related to your Wallet, we may, but are not obligated to, request additional information from you, including authenticating documents, and freeze any transactions pending our review.
Who Can Use The Services
The Services are intended for users over the age of 18. Papaya reserves the right to request proof of age at any stage so that we can verify that minors under this age are not using the Services. In the event that it comes to Papaya’s knowledge that a person under the age of 18 is using the Services, Papaya will prohibit and block such user from accessing the Services and will make all efforts to promptly delete any personal information (as such term is defined in our Privacy Policy) with regard to such user.
To use the Services, you must not be a Prohibited Person. A “Prohibited Person” is any person or entity that is: (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons and the U.K. Consolidated List of Financial Sanctions Targets; (b) located, a resident of or organized in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom or the United States; (c) owned or controlled by such persons or entities listed in (a)-(b); or (d) accessing or using the Services on behalf of persons or entities described in (a)-(c).
Fees
There may be fees, interest and other costs that apply to your Wallet and Card. We may also charge or pass through fees for some or part of the Program and Services, which we will disclose to you in advance.
You are responsible for any taxes which may be applicable to your transactions, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority. We may file periodic informational returns with governmental authorities related to your use of the Program to the extent we determine such filings are reasonably necessary to comply with applicable law. We are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any transaction associated with your Wallet.
Location of Our Privacy Policy
Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.papayaglobal.com/privacy/.
Use of the Services
You agree to use the Services only for lawful purposes and in a manner which does not infringe the rights of or restrict or inhibit the use and enjoyment of the Services by any third party (including intellectual property rights, rights of confidentiality or privacy). As such, you must not: (a) copy, download, reproduce, republish, broadcast, transmit, in any manner whatsoever, any material posted on the Services except as is reasonably necessary for your own personal, non-commercial use; (b) send any materials which contain viruses or any other destructive elements. Use of the Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
Disclaimer and Limitation of Liability
While we shall use reasonable efforts to provide up-to-date and accurate information, we make no warranties or representations as to the accuracy of the information and assume no liability or responsibility for any errors or omissions in the information provided on the Services. You expressly acknowledge and agree that your use of the Services is at your own risk. All information available through the Services is provided on an “AS IS” and “AS AVAILABLE” basis. Papaya makes no warranty that the Services will meet your requirements, be uninterrupted, secure or error free, free of viruses or other harmful components or destructive files. The content of the Services is subject to change without notice. We are not responsible for any losses you suffer as a result of you having insufficient funds in your account to complete a transaction, or if we refuse to provide the Services if doing so would put us in breach of applicable law.
PAPAYA SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES. IN NO EVENT WILL PAPAYA ASSUME ANY RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES. IN NO EVENT SHALL PAPAYA, ITS AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATE TO THE PROGRAM OR YOUR USE OR INABILITY TO USE THE SERVICES.
INDEMNITY
You agree to hold Papaya harmless, indemnify and defend Papaya, its officers, directors, employees, affiliates and representatives from and against any and all actions, causes of action, suits, damages, liabilities, losses, claims and demands of whatever kind or nature, in law or equity, directly or indirectly, arising out of or in any way related to your violation of the Terms, your actions or omissions in connections with the Card or Wallet, and your violation of any terms of your Cardholder agreement, and all costs and expenses incurred by Papaya as a result thereof, including attorney’s fees and court costs.
Amendments to the Terms
Papaya may, at its sole discretion, change these Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, Papaya will make reasonable efforts to post a clear notice on its website, the Services and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided. Otherwise, all other changes to these Terms are effective as of the stated date at the top of this page and your continued use of the Services on or after the date mentioned above will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
Termination of These Terms and The Services
At any time, Papaya may, without notice, discontinue your use of the Services or Program, at its sole discretion, in addition to any other remedies that may be available to Papaya under any applicable law.
Additionally, Papaya may at any time, at its sole discretion, cease the operation of the Services, or any part thereof, temporarily or permanently, delete any information on the Services, or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that Papaya does not assume any responsibility with respect to, or in connection with the termination of the Services’ operation and loss of any data. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive.
Miscellaneous
Any claim relating to the Program, Services or the use thereof will be governed by and interpreted in accordance with the laws of the State of New York without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied. Any dispute arising out of or related to the Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the New York County, NY. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Papaya may seek injunctive relief in any court of competent jurisdiction. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein. You may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification. The parties agree that all correspondence relating to these Terms shall be written in the English language.
We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Program and Services, when and to the extent such failure or delay is caused by or results from any events beyond our reasonable control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to legal@papayaglobal.com.