TERMS OF SERVICE

OVERVIEW

Please read these Terms of Service (“Terms”) and our Privacy Policy before using iWallet Inc’s services. These Terms set out the terms and conditions that apply when you use our Services. When you use our Services, you agree to be bound by these terms and conditions. If you don’t agree to all the terms and conditions, you must not use our Services. The term "Services" means and includes all iWallet websites, APIs, mobile applications (“the iWallet”) or other applications, software, online services, features, applications, widgets, forums, social media channels, customer support, technical support and any other services provided by or through iWallet Inc.

This is an Agreement between You and “iWallet Inc.” (hereinafter “iWallet”, www.iwallet.com, “we”, “us” and “our”). Our endeavor has been to keep this Agreement as readable and straightforward as possible. We expect you to be of sufficient legal age i.e. at least 18 years or above to be able to enter into binding contracts and provide consent to the collection and processing of any personal data we need to provide services to you.

Some of the Services may be subject to our additional terms, conditions, agreements and schedules, which are posted on the iWallet or made available separately from these Terms (Additional Terms). Your use of the Services may also be subject to our additional policies, guidelines or rules that we post or make available. Such Additional Terms policies, guidelines and rules are incorporated into and form a part of these Terms.

By accessing or using the Services you agree to be bound by these Terms as well as our Privacy Policy and E-Sign Consent. If you disagree with any part of these Terms then you do not have permission to access the Services.

This Agreement explains our obligations to you, and your obligations to us. This Agreement is the entire Agreement between us.

CONSENT TO DOING BUSINESS ELECTRONICALLY

Our platform operates on mobile devices and the Internet, hence you consent to transact business with us electronically. Agreements you enter into with us are signed electronically. We will provide disclosures, notices, alerts and communications to you by electronic means, for example, by posting it on our website, sending you an in-app message, emailing it to an email address that you have provided us, sending it as a text message to any mobile phone number that you have provided us, or making it available to you in your iWallet Account (defined below). All notices by any of these methods will be deemed to be received by you no later than the earlier of (i) when the notice was received or (ii) 24 hours after the notice was sent or posted.

WHO CAN USE THE SERVICES

You may use the Services only if you are 18 years or above and can form a legally binding contract and are not barred from using the Services under applicable law. We may also allow business entities to use our Services.

All accounts created on our Services should be created only by US citizens or US entities with a US bank account.

By using the Services on behalf of someone else, you affirm that you have the authority to bind that person to these Terms, and that you will also be bound to these Terms on behalf of that person.

BASIC iWALLET INFORMATION

Your iWallet services

The basic iWallet services will encompass a U.S. dollar wallet for use in connection with our payment services ("USD Wallet") and the purchase of products and services when you visit or shop via our Services. Some of the Services may not be available generally, or more specifically to residents of certain jurisdictions.

Registration of iWallet Account

In order to use the Services, you must register for an iWallet account ("iWallet Account"). During the registration process, we will ask you for certain information, including your name and other personal information, to verify your identity. We may, in our sole discretion, refuse to open an iWallet Account for you, or limit the number of iWallet Accounts that you may hold.

You may not use as a username the name of another person or that is not lawfully available for use, a name or trademark that is subject to any rights of another person other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

Your username and password are for your personal use only, and not for use by any other person. You are responsible for safeguarding your username and password, and agree not to transfer or lend them to anyone else. You are responsible for all interaction with the Services that occurs with your username or password. You agree to immediately notify us of any unauthorized use of your username or password or any other breach of security related to your iWallet Account or the Services. You agree to log out from your iWallet Account (if applicable) at the end of each session. We are not liable for any loss or damage arising from you not complying with any of your obligations in this paragraph.

Accuracy of information

When you register for an iWallet Account, you may be required to provide information that will allow us to verify your identity, including but not limited to: a valid US physical address (not including P.O. Boxes or commercial mail receiving agencies), phone number, bank or credit union account information, a copy of your photo identification, and your tax identification or social security number. You agree to provide true and accurate information to iWallet when you create your Account. You also agree to update this information to keep it true and accurate at all times.

Authentication

You may be required to provide additional information or documentation to allow iWallet to verify your identity and/or your account information. iWallet may also verify your information against third party databases or other sources and you authorize iWallet to make such inquiries.

We may require the individual information above for an individual who directly or indirectly holds 25% or more of the equity interests of a company or has managerial control of the company.

We may require you to provide additional information, verify your information, or wait some amount of time after completion of a transaction before permitting you to use any of the Services or engage in transactions beyond certain volume limits.

USD Wallet Overview

iWallet is a payment facilitator only and offers a payment facilitation service that lets you send funds (U.S. dollars) to, or receive funds from, other users with an iWallet Account and USD Wallet (USD Payment Facilitation Service). You can pay for goods or services at certain merchants. In order to use our USD Payment Facilitation Service, you will need to first sign up for a Dwolla Platform Account.

Dwolla Platform Account

We have partnered with Dwolla, a payments provider company, to offer you the USD Payment Facilitation Service. When you sign up for an iWallet Account with us, you will also be prompted to sign up for a Dwolla account (called a "Dwolla Platform Account"). You authorize us to share any of your information with Dwolla which may be needed to open and support your Dwolla Platform Account. It is your responsibility to make sure that the data you provide us is accurate and complete.

It is important you understand the nature of the two separate accounts i.e. iWallet Account and Dwolla Platform Account. Your iWallet Account on our platform is the interface where you can manage your funds, while your funds are stored with Dwolla's financial institution partners until they are used for transactions.

In order to use the payment functionality of iWallet web-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 Platform Account are held by Dwolla's financial institution partners as set out in the Dwolla’s Terms of Service. You authorize us to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, 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 us, not Dwolla. We will provide customer support for your Dwolla account activity and you can contact us @ support@iwallet.com.

When you open a Dwolla Platform Account, you will link a checking or savings account from a bank. Once linked, you can load funds from the linked bank account to your Dwolla Platform Account. Any funds you load to the Dwolla Platform Account are placed in a pooled account held by one of Dwolla's financial institution partners. Be aware of the following about the pooled account:

It does not pay interest.

It is not eligible for FDIC insurance, individual insurance, or share insurance offered by the National Credit Union Share Insurance Fund.

If the financial institution partner enters into receivership, you may lose value.

When you send funds, receive funds, or make payments to merchants, Dwolla's financial institution partners will debit or credit your Dwolla Platform Account based on the instructions you send through iWallet. Neither iWallet nor Dwolla receive, hold, or transmit funds.

iWallet (not Dwolla) will provide you with any and all notifications as well as all customer support related to the Dwolla Platform Account. Please contact us if you have any questions.

Special Offers and Services

We may, at any time, provide special offers from select merchants to you and load these offers onto your iWallet Account. We may also add to our USD Payment Services as we create new ways for you to use our platform. We may offer a sign-up incentive for limited periods of time. If we do, we may stop offering this incentive at any time.

Account Balances

You cannot use our USD Payment Services to send funds you don't have. When you initiate a transaction through your USD Wallet, you must have enough funds in your USD Wallet to support that transaction, or we will not permit it to go through. You cannot have a negative balance in your USD Wallet and you cannot incur overdrafts.

Any overdrafts will be charged at $20 per occurrence

We reserve the right to hold a transaction up to 14 days for review and/or cancel any pending transaction at our discretion

Electronic Fund Transfers Through Dwolla Platform Account

You can initiate the following electronic fund transfers ("EFTs" for short) through your USD Wallet:

Load funds to your Dwolla Platform Account from a bank account linked to your Dwolla Platform Account;

Withdraw funds from your Dwolla Platform Account to your linked bank account;

Transfer funds from your Dwolla Platform Account to another iWallet Account users Dwolla Platform Account; and

Make purchases at participating merchants.

Once the above EFTs are initiated through your USD Wallet, we pass along your payment instructions to Dwolla in order to complete the transaction. Dwolla sets transaction limits on these transfers, which you should review carefully in Dwolla's Terms of Service.

EFTs for Merchant Purchases; Limitations

When you make a purchase at a participating merchant, you authorize an EFT that debits your Dwolla Platform Account. As above, we pass along your payment instructions to Dwolla in order to complete the transaction.

In addition to the limits set by Dwolla, noted above, we impose a transaction limit on purchases made at merchants.

Dispute with us or your card issuer

If you used a debit or credit card as the payment method for a transaction with an authorized merchant through your iWallet account and you are dissatisfied with the transaction, you may be entitled to dispute the transaction with your card issuer. Applicable card chargeback rights may be broader than those available to you with us. For example, if you dispute a transaction with your card issuer, you may be able to recover amounts you paid for unsatisfactory items even if they don’t qualify for protection under a claim with us.

You must choose whether to pursue a dispute with us, or to pursue the dispute with your card issuer. You can’t do both at the same time or seek a double recovery. If you pursue a dispute/claim with us and you also pursue a dispute for the same transaction with your card issuer, we’ll close your dispute/claim with us. This won’t affect the dispute process with your card issuer. In addition, if you pursue a dispute with your card issuer, you cannot pursue a dispute/claim with us later.

If you choose to dispute a transaction with us and we decide against you, you can seek to pursue the dispute with your card issuer later. If we do not make a final decision on your claim until after your card issuer's deadline for filing a dispute, and because of our delay you recover less than the full amount you would have been entitled to recover from the card issuer, we will reimburse you for the remainder of your loss (minus any amount you have already recovered from the seller or your card issuer).

Before contacting your card issuer or filing a dispute with us, you should contact the seller to attempt to resolve your issue in accordance with the seller’s return policy.

Refunds, Reversals and Chargebacks

Payments that are invalidated and reversed

Payments may be invalidated and reversed by us if, among other reasons, we sent the payment to you in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded, or if the payment was for activities that violated this user agreement or any other agreement with us.

As the sender or recipient of a payment that is later invalidated for any reason, you may be liable to us for the full amount of the payment and we may recover the amount of the payment (plus any fees) from you. We may recover the amount of the payment from either the sender or the recipient of an invalidated payment in our discretion (subject to applicable law).

When recovering the amount of an invalidated payment from you, we may apply any money sent to you on iWallet, request that you add money to your account for the amount of the payment and apply that money to amounts owed, and/or we may:

• engage in collection efforts to recover such amounts from you;
• take any or all action as outlined under SET-OFF section; and
• place a limitation or take other action on your iWallet account as outlined under Restricted Use and Holds and Limitations.

If we invalidate a payment because the card issuer or originating bank declined or reversed the transaction, then you may be liable for the payment even if you disagree with the decision of the card issuer or originating bank to decline or reverse the payment. If you believe that a payment initiated with your iWallet account was not authorized, then you must notify us immediately, even if you (or someone else) disputes the transaction with the card issuer or originating bank. Please see below under the heading Reporting an Unauthorized Transaction for information about how to notify us. If you fail to report the unauthorized activity directly to us, then we may recover the amount of the reversed payment from you, as described above.

Protection from Unauthorized Transactions

To protect yourself from unauthorized activity in your iWallet account, you should regularly log into your iWallet account and review your iWallet account statement. We will notify you of each transaction by sending an email to your primary email address on file and/or creating a story in your feed, depending on your preferences. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed.

We will protect you from unauthorized activity in your iWallet account. The following terms and conditions apply with respect to all iWallet services. When the below protection applies, we will cover you for the full amount of the unauthorized activity as long as you cooperate with us and follow the procedures described below.

What is an Unauthorized Transaction

An “Unauthorized Transaction” occurs when money is sent from your iWallet account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your iWallet account, and sends a payment from your iWallet account, an Unauthorized Transaction has occurred.

What is not considered an Unauthorized Transaction

The following are NOT considered Unauthorized Transactions:

• If you give someone access to your iWallet account (by giving them your login information) and they use your iWallet account without your knowledge or permission. You are responsible for transactions made in this situation.
• Invalidation and reversal of a payment as a result of Refunds, Reversals and Chargebacks

Reporting an Unauthorized Transaction

If you believe your iWallet login information has been lost or stolen, please immediately contact us at hello@iwallet.com, and (866) 376-4880 and iWallet Inc., 50 California St, Suite 1500, San Francisco, CA 94111, United States of America.

Tell us AT ONCE if you believe that an electronic fund transfer has been made without your permission using your login information or by other means, or if your iWallet-activated mobile phone has been lost, stolen, or deactivated. You could lose all the money in your iWallet account. If you tell us within 30 days after we provide you your iWallet account statement showing transfers you did not make, you will be eligible for 100% protection for Unauthorized Transactions.

Also, if your iWallet account statement shows transfers that you did not make, including those made with your iWallet login information or by other means, tell us at once. If you do not tell us within 30 days after we provided the statement to you, you may not get back any money you lost after the 30 days if we can prove that we could have stopped someone from taking the money if you had told us in time.

Filing a chargeback or reversal with your financial institution related to a iWallet payment does not constitute notice of an Unauthorized Transaction to us. You must contact us directly to notify us of Unauthorized Transactions by contacting us  hello@iwallet.com, and (866) 376-4880 and iWallet Inc., 50 California St, Suite 1500, San Francisco, CA 94111, United States of America.

Error Resolution

What is an error

An “error” means the following:

• When money is either incorrectly taken from your iWallet account or incorrectly placed into your iWallet account, or when a transaction is incorrectly recorded in your iWallet account.
• You send a payment and the incorrect amount is debited from your iWallet account.
• An incorrect amount is credited to your iWallet account.
• A transaction is missing from or not properly identified in your iWallet account statement.
• We make a computational or mathematical error related to your iWallet account.

What is not considered an error

The following are NOT considered errors:

• If you give someone access to your iWallet account (by giving them your login information) and they use your iWallet account without your knowledge or permission. You are responsible for transactions made in this situation.
• Invalidation and reversal of a payment as a result of Refunds, Reversals and Chargebacks.
• You request a receipt or periodic statement documents that we are required to provide to you.
• Routine inquiries about money in your iWallet account or the status of a pending transfer to or from your IWallet account, unless you expressly notify us of an error in connection with the transfer.
• Requests for duplicate documentation or other information for tax or other recordkeeping purposes.

In case of errors or questions about your electronic transfers contact us  hello@iwallet.com, and (866) 376-4880 and iWallet Inc., 50 California St, Suite 1500, San Francisco, CA 94111, United States of America.

Notify us as soon as you can if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 30 days after we sent the FIRST statement on which the problem or error appeared. Filing a chargeback or reversal with your financial institution related to a iWallet payment does not constitute notice of an error to us. You must contact us directly to notify us of errors. When you notify us:

• Tell us your name and account number (if any).
• Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
• Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 days

We will determine whether an error occurred within 10 days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your iWallet account within 10 days for the amount you think is in error and will notify you within 2 days of the credit, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 days, we may not credit your iWallet account.

For errors involving new iWallet accounts or point-of-sale transactions, we may take up to 90 days to investigate your complaint or question. For new iWallet accounts, we may take up to 20 days to credit your iWallet account for the amount you think is in error.

We will tell you the results within 3 days after completing our investigation.

• If we determine that there was an error, we will promptly credit the full amount of the error into your account within 1 day of our determination. Or, if you have already received a provisional credit, you will be allowed to retain those amounts.
• If we decide that there was no error, we will send you a written explanation, and, if you received a provisional credit, after giving you 5 days advance notice of the date and amount of the debit, we will remove it from your account. You may ask for copies of the documents that we used in our investigation.

Processing Errors

We will rectify any processing error that we discover. If the error results in:

• You receiving less than the correct amount to which you were entitled, then we will credit your iWallet account for the difference between what you should have received and what you actually received.
• You receiving more than the correct amount to which you were entitled, then we will debit your iWallet account for the difference between what you actually received and what you should have received.
• Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:
  • through no fault of ours, you did not have enough available funds to complete the transaction;
  • our system was not working properly and you knew about the breakdown when you started the transaction; or
  • the error was due to extraordinary circumstances outside our control (such as fire, pandemic, flood or loss of Internet connection), despite our reasonable precautions.

Processing errors are not:

• Delays that result from us applying holds or limitations.
• Delays based on a payment review or bank transfer review.
• Your errors in making a transaction (for example, mistyping an amount of money that you are sending).

Transaction History

You will be able to see your transaction history on your USD Wallet. We will not send you a periodic statement listing transactions you make on your USD Wallet. If you have any questions about these transactions, email us at hello@iwallet.com.

ALL QUESTIONS ABOUT TRANSACTIONS MADE WITH YOUR USD WALLET MUST BE DIRECTED TO US AND NOT TO DWOLLA OR ITS FINANCIAL INSTITUTION PARTNERS THAT HOLDS YOUR FUNDS. We are responsible for the EFT service and for resolving any errors in transactions made with your USD Wallet.

Disclosure of Your Information

We will disclose information to third parties about your USD Wallet or the EFTs you make:

Where it is necessary for completing EFTs;

In order to verify the existence and condition of your USD Wallet for a third party, such as a credit bureau or merchant;

In order to comply with government agency or court orders; or

If you give us your permission.

Holds and Limitations

What are holds and limitations

Under certain circumstances, in order to protect iWallet and the security and integrity of the network that uses the iWallet services, Wallet may, in its sole discretion, take account-level or transaction-level actions.

Our decision about holds and limitations may be based on confidential criteria that are essential to our management of risk and the protection of iWallet, our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your iWallet account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.

Holds

A hold is an action that iWallet iWallet reviews many factors before placing a hold on a transaction, including: account tenure, transaction activity, and past disputes.

Holds based on iWallet’s risk decisions

We may place a hold on transactions involving your iWallet account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your iWallet account, or your transactions or that placing such a hold is necessary to comply with state or federal regulatory requirements. We make decisions about whether to place a hold based on a number of factors, including information available to us from both internal sources and third parties.

Risk-based holds may remain in place for up to 180 days from the date the transaction was made. We may release the hold earlier under certain circumstances, but any earlier release is at our sole discretion.

Account Limitations

Limitations are implemented to help protect iWallet and iWallet users when we notice restricted activities or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your iWallet account open.

There are several reasons why your iWallet account could be limited, including:

• If we suspect someone could be using your iWallet account without your knowledge, we’ll limit it for your protection and look into the unusual activity.
• If another financial institution alerts us that someone has used one of your linked payment methods without permission.
• In order to comply with the law.
• If we reasonably believe you have breached this agreement or violated the Privacy Policy.

You will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect us, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

Court Orders, Regulatory Requirements or Other Legal Process

If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your iWallet account, placing a hold or limitation on your iWallet account, or releasing your funds. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or your iWallet account. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place longer than 180 days.

Volume Limits

Due to security reasons and legalities, there are volume limits on the amounts of money you can transfer from your Bank Account to your iWallet. Transactions beyond certain volume limits may therefore not be allowed until further information is provided, and is subsequently verified. When transferring funds from your Bank Account to iWallet, you need to ensure that you have sufficient funds to cover the transaction and applicable fees from your bank.

Fees

Your bank may fail to execute the transfer because of insufficient funds to cover the transaction in question, or for any other reasons that may be at their discretion. iWallet reserves the right to charge fees for any service offered under the iWallet Terms of Service. For failed bank transfers, due to insufficient funds or bank-related issues, iWallet will apply a $5 fee on such transactions. Your bank and merchant have their independent Terms of Service and procedures. Your bank may charge you some fees depending on the volume limit of the transaction, and any other services involved as outlined in their Terms of Service. Your merchant may also charge you fees for their services as stipulated in their Terms of Service.

Purchases with Merchants

You may purchase goods or services at participating merchants. When you make these purchases, you can buy online using the merchant’s QR code and you authorize a debit through your iWallet Account or connected Bank Account in the amount of the purchase. You can manage payment methods, including selecting preferred payment methods for each new transaction.

Other Purchases

If you wish to purchase any product or service made available through the Services ("Purchase"), you may be asked to supply certain information relevant to your Purchase, including but not limited to your EBT/Snap card details, or U.S Bank Account details, or debit or credit card number including the expiration date of your debit or credit card, your billing address, and your shipping information. You represent and warrant that: (i) you have the legal right to use any credit card, debit card or other payment method in connection with any Purchase; and that (ii) the information you provide is true, correct and complete.

Returns

You have 30 calendar days to return an item from the date you received it. To be eligible for a return, your items must be unused and in the same condition that you received it. Your item must be in the original packaging. Damaged or defective merchandise may also be returned for a replacement of the exact item. Replacement orders will ship once the return of the original item is received and processed at our warehouse.

Refunds: If your return is approved, we will initiate a refund to your credit card (or original method of payment). You will receive the credit within a certain amount of days, depending on your card issuer’s policies.

Shipping: You will be responsible for paying for your own shipping costs for returning your item. Shipping costs are non-refundable. If you receive a refund, the cost of return shipping will be deducted from your refund.

The Services may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

We may use a third party payment provider to process any USD payment between you and iWallet.

Right to Stop Transactions

We may stop any of your transactions if we have reason to believe there may be suspicious activity involved or for any other reason so long as we are not prohibited by law.

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings. We may experience delays in updating information on the Services and in our advertising on other websites. The information found on the Services may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Services and we cannot guarantee the accuracy or completeness of any information found on the Services.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

Mobile Use

The Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and our website from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the Mobile Use). To the extent you access the Services through a mobile device, your wireless service carriers standard charges, data rates and other fees may apply. In addition, downloading, installing or certain aspects of Mobile Use may be prohibited or restricted by your carrier, and not all aspects of Mobile Use may work with all carriers or devices. You consent to be contacted by us, our contractors, agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any telephone number, or physical or electronic address you provide or numbers we can reasonably associate with your iWallet Account (through skip trace, caller ID capture or other means). You agree we may contact you in any way, including SMS messages (text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that a contractor, agent, representative or other person calls, he or she may also leave a message on your answering machine, voice mail, or send one via SMS message. You represent that the telephone numbers that you provide to us are your numbers and not someone else's. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular telephone number. You also understand that you may incur additional charges for such communications from your carrier.

OWNERSHIP OF CONTENT AND GRANT OF CONDITIONAL LICENSE

The Services and all data, text, designs, pages, print screens, images, artwork, photographs, audio and video clips, and HTML code, source code, or software that reside or are viewable or otherwise discoverable on the Services (collectively, the "Content") are owned by us or our licensors. We own a copyright and, in many instances, patents and other intellectual property in the services and Content. We may change the Content and features of the Services at any time.

We grant you a limited, conditional, no-cost, non-exclusive, non-transferable, non-sub-licensable license to view the Services and its Content as permitted by these Terms for non-commercial purposes only if, as a condition precedent, you agree that you will not:

Submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;

Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you submit;

Link to any portion of the Services other than the URL assigned to the home page of our site;

"Frame" or "mirror" any part of the Services;

Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Services or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Content;

Remove any copyright, trademark or other proprietary rights notices contained on the Services;

Use any robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine or in any way reproduce or circumvent the navigational structure or presentation of the Content or the Services, including with respect to any CAPTCHA displayed on the Services. Operators of public search engines may use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We may revoke this exception at any time and require removal of archived materials gathered in the past;

Use any automated software or computer system to search for, reserve, buy or otherwise obtain tickets, discount codes, promotional codes, vouchers, gift cards or any other items available on the Services, including sending information from your computer to another computer where such software or system is active;

Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

Reproduce, modify, display, publicly perform, distribute or create derivative works of the Services or the Content;

Reproduce or scan tickets in a format or medium different from that provided by the Services;

Decode, decrypt, modify, or reverse engineer any tickets or underlying algorithms or barcodes used on or in production of tickets or the Services;

Use the Services or the Content in an attempt to, or in conjunction with, any device, program or service designed to circumvent any technological measure that effectively controls access to, or the rights in, the Services and/or Content in any way including, without limitation, by manual or automatic device or process, for any purpose.

This license is expressly conditioned on your preexisting agreement to comply with, and your actual compliance with, each of the provisions described in this Ownership of Content and Grant of Conditional License section. This license exists only so long as you strictly comply with each of the provisions described in this section. Any use of the Services or Content by you or anyone acting on your behalf that does not strictly comply with each and every provision in this section exceeds the scope of the license granted to you herein, constitutes unauthorized reproduction, display, or creation of unauthorized derivative versions of the Services and Content, and infringes our copyrights, trademarks, patents and other rights in the Services and Content. You will not acquire any ownership rights by using the Services or the Content.

The registered and unregistered trademarks, logos and service marks displayed on the Services are owned by us or our licensors. You may not use our trademarks, logos and service marks in any way without our prior written permission. You may inquire about obtaining permission by contacting us at jim@iwallet.com

USER CONTENT

Unless otherwise expressly provided, "User Content" means all contents submitted, posted, uploaded, published, or transmitted on or through the Services by you or any other user of the services, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Services.

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Services, you hereby grant to iWallet a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on or through, by means of or to promote, market or advertise the Services, or for any other purpose in our sole discretion, except that the contents of private messaging through the Services will not be used by iWallet in public advertising. In the interest of clarity, the license granted to iWallet shall survive termination of the Services or your Account. iWallet does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Services by you.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Services or you have all rights, licenses, consents and releases that are necessary to grant to iWallet the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or iWallet’s use of your User Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While it has no obligation to do so, you agree that iWallet may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.

You agree not to post User Content that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages.

iWallet reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services or users, or for any other reason.

iWallet takes no responsibility and assumes no liability for any User Content that you or any other users or third parties post or send over the Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you post is solely your responsibility. iWallet is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that iWallet shall not be liable for any damages you allege to incur as a result of such User Content. iWallet may provide tools for you to remove some User Content, but does not guarantee that all or any User Content will be removable.

INTELLECTUAL PROPERTY RIGHTS

iWallet’s Content is protected by copyright, trademark, patent and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, iWallet and its licensors exclusively own all right, title, and interest in and to the Services and iWallet’s Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of iWallet used herein are trademarks or registered trademarks of iWallet. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

COPYRIGHT COMPLAINTS

Without prejudice to the above, if you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please send us the following information: (i) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

(ii) A description of the copyrighted work that you claim has been infringed upon;

(iii) A description of the material that is claimed to be infringing and where it is located on the Service;

(iv) Your address, telephone number, and e-mail address;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

(vi) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

iWallet’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

Copyright Agent

Attn: DMCA Notice

Email: hello@iwallet.com

Telephone: (866) 376-4880

Please note that this procedure is exclusively for notifying iWallet and its affiliates that your copyrighted material has been infringed.

COMPLAINTS & LEGAL CHALLENGES If iWallet is made a party to any legal action by virtue your actions, you agree to be responsible for all of iWallet costs and legal fees and to indemnify and hold iWallet harmless from any action.

TERMINATION We may terminate or suspend your iWallet Account and bar access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including a breach of the Terms.

If you wish to terminate your iWallet Account, you may simply discontinue using the Services, but any obligations you have relating to your iWallet Account and any provisions of these Terms which by their nature should survive termination will survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity and limitations of liability.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless iWallet and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

You agree that we are not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold iWallet and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable solicitors' fees) incurred by iWallet that arise out of any third party or governmental claim that involves, relates to or concerns (i) any local, regional, country, or international tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of iWallet.

SETOFF

If you owe us any amount, you give us a security interest in your iWallet Account and funds held in any pooled account (does not include your Dwolla Platform Account). You also give us the right, to the extent not prohibited by law, to set off against your funds to pay the amount owed to us. You agree that the security interest you have given us is consensual and is in addition to our right of set off. If we exercise our right of set off, we will notify you to the extent required by law.

LIMITATION OF LIABILITY

You agree that our entire liability, and your exclusive remedy, with respect to any Services provided under this Agreement and any breach of this Agreement is solely limited to the amounts you have paid us over the last twelve months.

iWallet and its directors, employees, affiliates, subsidiaries, agents and third party providers, shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute Services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law.

We will not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your mobile device, computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Always log into your iWallet Account through the iWallet Mobile Application to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or Services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your service.

You agree that we will not be liable for any loss of registration and use of your email address, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages.

DISCLAIMER OF WARRANTIES

You agree that your use of our Services is solely at your own risk. You agree that such Services are provided on an "as is", "as available" basis.

We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We make no warranty that the Services will meet your requirements or that the Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in the Services will be corrected.

You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

We make no warranty regarding any goods or services purchased or obtained through the Services or any transactions entered into through the Services. No advice or information, whether oral or written, obtained by you from us or through the Services shall create any warranty not expressly made herein.

PROHIBITIONS

As a user of the Services, you may not:

Take any action that (a) may unreasonably impede the infrastructure of the Services; (b) interferes or attempts to interfere with the proper working of the Services or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Services; (d) circumvents, disables or otherwise interferes with security features of the Services; (e) distributes viruses or any other technologies that may harm iWallet or users; or (f) uses the Services in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights;

In any manner circumvent your obligation to pay iWallet for accessing Services;

Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful content to or through the Services, including content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;

Violate any key iWallet policies that govern your use of the Services and our interactions with you and third parties;

Collect, harvest, or publish any personally identifiable data including but not limited to names or other account information, from the Services, or use the communication systems provided by the Services for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;

Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Services for any purpose without iWallet's prior written approval;

Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-iWallet mobile applications and/or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on iWallet, (b) offers to purchase a service outside of iWallet, or (c) using a profile page or user name to promote services not offered on or through the Services;

In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Services information or content including but not limited to, for use on a mirrored, competitive, or third-party site;

Engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods prohibited by iWallet;

Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services; and

Use any area of the Services for commercial purposes.

RESTRICTED USE

By opening a iWallet Account, you confirm that you will not use the Services in connection with any of the following businesses, activities, practices, or items:

Investment and Credit Services such as but not limited to Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes.

Restricted Financial Services such as but not limited to Check cashing, bail bonds; collections agencies.

Intellectual Property or Proprietary Rights Infringement such as but not limited to Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder.

Use of Counterfeit or Unauthorized Goods such as but not limited to Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.

Regulated Products and Services such as but not limited to Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.

Drugs and Drug Paraphernalia such as but not limited to Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs.

Pseudo-Pharmaceuticals such as but not limited to Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body.

Substances designed to mimic illegal drugs such as but not limited to Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom).

Adult Content and Services such as but not limited to Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features.

Multi-level Marketing such as but not limited to Pyramid schemes, network marketing, and referral marketing programs.

Unfair, predatory or deceptive practices such as but not limited to Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

High risk businesses such as but not limited to any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

CONDITIONAL USE

Express written consent and approval from iWallet must be obtained prior to using the Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at hello@iwallet.com. iWallet may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions, if you use Services in connection with any of following businesses, activities, or practices:

Money Services such as but not limited to Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Services.

Charities such as but not limited to Acceptance of donations for non-profit enterprise.

Games of Skill such as but not limited to Games which are not defined as gambling under the Terms or by law, but which require an entry fee and award a prize.

Religious/Spiritual Organizations such as but not limited to Operation of a for-profit religious or spiritual organization.

PRIVACY OF OTHERS; MARKETING If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental to the transaction such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Services.

The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this agreement.

In complying with such laws, you will:

• implement and maintain all appropriate security measures for the processing of personal data; and
• not knowingly do anything or permit anything to be done which might lead to a breach of any privacy data protection laws by us.

UNLAWFUL INTERNET GAMBLING NOTICE

Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your iWallet account. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.

THIRD PARTY PROVIDERS

Our Services works on applications linked to particular devices and operating systems, such as Windows or Apple’s iOS operating systems. Your use of the Services may be subject to separate agreements you may enter into with your operating systems provider (e.g., Apple or Microsoft®), your mobile device manufacturer (e.g., Apple), your mobile service carrier (e.g., AT&T® or Verizon®), and other parties involved in providing your Services, which we collectively refer to as “Covered Third Parties.” You agree to comply with all applicable third-party terms of agreement when using the our Services. We are not a party to those agreements and we have no responsibility for the products and services provided by third parties. You acknowledge and agree that this agreement is between you and iWallet, not with any Covered Third Party. You acknowledge and agree that we are solely responsible for the iWallet Services and for providing maintenance and support services for the iWallet Services.

Covered Third Parties have no warranty obligations whatsoever with respect to the iWallet Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the iWallet Services to conform to any warranty provided by us, if any, will be our sole responsibility.

We, not any Covered Third Parties, are responsible for addressing any claims relating to the iWallet Services, including, but not limited to: (i) product liability claims; (ii) any claim that the iWallet Services fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) intellectual property claims.

If you are using the iWallet Services on an Apple device, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the iWallet Services.

iWALLET IS ONLY A PAYMENT FACILITATOR

We act as a payment facilitator only. We do not:

• Act as an escrow agent with respect to any money sent to you;
• Act as your agent or trustee;
• Enter into a partnership, joint venture, agency or employment relationship with you;
• Guarantee the identity of any user or seller;
• Determine if you are liable for any taxes; or
• Unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from your use of our S

IDENTITY AUTHENTICATION

You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

• asking you for further information, such as your date of birth, a social security or taxpayer identification number, your physical address and other information that will allow us to reasonably identify you;
• requiring you to take steps to confirm ownership of your email address, phone number or financial instruments;
• ordering a credit report from a credit reporting agency, or verifying your information against third party databases or through other sources; or
• requiring you to provide your driver’s license or other identifying documents.

Anti-money laundering and counter-terrorism financing laws may require that we verify the required identifying information if you use certain iWallet Services. We reserve the right to close, suspend, or limit access to your iWallet account and/or the iWallet Services in the event that, after reasonable enquiries, we are unable to obtain information about you required to verify your identity.

CONSUMER FRAUD WARNING

We’re always looking for ways to help keep you even more secure. So stay on the lookout for some of these common scams:

• Seller Scam: a scammer sends you a fraudulent payment for goods or services you provide outside of iWallet.
• Accidental Payment: a scammer sends you a fraudulent payment, claims it was accidental, and asks that you return their money.

Always use common sense when sending money. If something sounds too good to be true, it probably is. Only send money for yourself and not for others. Please let us know immediately if you believe someone is trying to scam or defraud you by contacting us hello@iwallet.com, and (866) 376-4880 and iWallet Inc., 50 California St, Suite 1500, San Francisco, CA 94111, United States of America.

YOUR RELEASE OF US

If you have a dispute with any other iWallet account holder, you release us from any and all 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, for example, California Civil Code § 1542) 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.

DISPUTE RESOLUTION; CLASS ACTION WAIVER

Governing Law These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Agreement to Arbitrate You and iWallet agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide iWallet with written notice of your desire to do so by email at hello@iwallet.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide iWallet with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide iWallet with an Arbitration Opt-out Notice, will be the state and federal courts located in the State of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide iWallet with an Arbitration Opt-out Notice, you acknowledge and agree that you and iWallet are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and iWallet otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure Unless you and iWallet otherwise agree, the arbitration will be conducted in the State of California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and iWallet submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. iWallet will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $10,000, iWallet will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions regarding modifications in these terms, if iWallet changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [Insert email address]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of iWallet’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and iWallet in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

CHANGES TO THE TERMS OF USE

iWallet reserves the right to make amendments to these Terms of Use without prior notice. Should there be any updates/ changes, iWallet will publish them on the website.

DISPUTE JURISDICTION FOR COURTS

This Agreement is governed by and will be enforced in accordance with the laws of State of California.

Any action brought against iWallet arising out of or relating to this Agreement must be brought in the courts of State of California and you consent to the exclusive jurisdiction of such courts.

FORCE MAJEURE

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

MISCELLANEOUS

This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent from iWallet, which we can refuse in our sole discretion. We may transfer or assign this Agreement or any right or obligation under this Agreement at any time. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our business partners are third-party beneficiaries of this Agreement. This does not prevent us from varying these terms without reference to them. The title at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.

NO AGENCY

You and we are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.

NO WAIVER

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and iWallet’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

E-SIGN DISCLOSURE AND CONSENT

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your iWallet Account and your use of the Services. Communications include:

Terms of use and policies you agree to (e.g., the iWallet User Agreement and Privacy Policy), including updates to these agreements or policies;

Account details, history, transaction receipts, confirmations, and any other Account or transaction information;

Legal, regulatory, and tax disclosures or statements we may be required to make available to you;

Responses to claims or customer support inquiries filed in connection with your Account; and

Any other Communication.

We will provide these Communications to you by posting them on the iWallet, or providing them in your iWallet Account, or emailing them to you at the primary email address listed in your iWallet profile, or communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

A device with an Internet connection;

A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;

A valid email address (your primary email address on file with iWallet); and

Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at iWallet hello@iwallet.com. If you fail to provide or if you withdraw your consent to receive Communications electronically, iWallet reserves the right to immediately close your iWallet Account or charge you additional fees for paper copies.

Requesting Paper Copies of Electronic Communications

You may request that we send you a paper copy of Communications via U.S. Mail. To request a paper copy, contact us at hello@iwallet.com. You must provide your current U.S. mailing address so we can process this request. We may charge you a reasonable fee not to exceed $10 per copy. Except as prohibited by law, we reserve the right, in our sole discretion, to deny your request.

Updating your Information

It is your responsibility to provide us with a true, accurate and a complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if iWallet sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, iWallet will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at hello@iwallet.com.

CONTACT US

If you have any questions about these Terms, please contact us at hello@iwallet.com.