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These Terms of Service are effective as of  January 12, 2018.
(See Section 1.2.4 for further information on how changes may be made.)

1.  Introduction

1.1.  About Hyperwallet

1.1.1.  Hyperwallet is a global payment services provider. We provide the payment services and related functionality and technology in support of those services as further described herein (collectively the “Services”) to Hyperwallet’s business customers (each a “Payor”) who desire to make payments to their designated payees, like you (a “Payee”).

1.1.2.  Hyperwallet operates and provides the Services through local affiliates (each an “Affiliate”) around the world. Together with their respective parents, subsidiaries and affiliates, these Affiliates are individually and collectively known as “Hyperwallet.” Hyperwallet Affiliates may be registered and licensed in various jurisdictions with relevant regulatory agencies as set forth in the “Licenses and Complaints” section of the web site. As a general matter, you will receive the Services from the Affiliate based upon your country of location as described in the Affiliates and Governing Law Schedule. However, Hyperwallet may, at any time and in its sole discretion, delegate the performance of any of the Services, obligations and/or requirements hereunder to any of its Affiliates, agents, suppliers and contractors and Hyperwallet may disclose to any such persons any information required by them to perform the duties so delegated to them pursuant to the Privacy Policy (see the “Privacy” section of the web site).

1.2.  Understanding These Terms

1.2.1.  The terms “you”, “your” and “Payee” refer to users of the Services or any other eligible users of the Pay Portal.  The terms “Hyperwallet,” “we,” “us,” “our,” and similar terms, refer to the party providing the Services as described herein. Other capitalized terms not otherwise defined within the body of the Terms of Service shall have the meanings set forth in the Definitions Schedule.

1.2.2. Your Payor has engaged Hyperwallet to provide the Services. By registering to use the Services, having access to or accessing the Pay Portal, or otherwise using or receiving the Services at any time, you accept all of the terms and conditions contained in these Terms of Service, the associated Schedules:

(i)  Payment Services Schedule

(ii)  Definitions Schedule

(iii)  Affiliates and Governing Law Schedul(iv)  and the underlying Hyperwallet Policies:

(v)  Privacy Policy (see the “Privacy” section of the web site)

(vi)  Electronic Signature and Communications Delivery Policy (see the “Legal” section of the web site)

and, if you are issued a Hyperwallet Card, terms found in the associated Cardholder Agreement.

1.2.3.  The Terms of Service govern your use and receipt of the Services. As your Payor determines which Services will be made available to you, not all terms and conditions will apply. Only those terms and conditions relating to Services made available to you will apply. Nonetheless, these are important documents which you should read and consider carefully. Please print or save a copy of these Terms of Service for your records.

1.2.4.  We reserve the right to change the Terms of Service at any time by posting a revised version in the Pay Portal. The revised version will be effective at the time we post it to the Pay Portal. You are responsible for regularly reviewing the Terms of Service. Your continued ability to access the Pay Portal, and/or otherwise using or receiving the Services after the date of any changes constitutes your acceptance of any new or changed Terms of Service. If you do not wish to accept the new or changed Terms of Service, you must cease accessing the Pay Portal and discontinue use of the Services.

1.2.5.  If there is any conflict between the Schedules and any other parts of the Terms of Service, the other parts of the Terms of Service will prevail with the exception of Section 11 of the Payment Services Schedule which shall take precedence over all other parts of the Schedules and the Terms of Service in relation to payees serviced in EEA by Hyperwallet Systems Europe Limited.

2.  Services

2.1.  Access

2.1.1.  The Services allow you to receive payments from and as directed by your Payor through one of several methods, each as determined by your Payor, such as a transfer to your bank account, load to a prepaid card issued to you by a third-party issuer (“Hyperwallet Card”), load to your existing debit card, issuance of e-money account (where available), check, cash pickup at collection locations provided by third-party money transfer providers (e.g. Western Union), and other payment methods (each a “Payout Method”), all as supported and made available by Hyperwallet from time to time.  The Services may comprise money remittance and/or the issuance and distribution or sale of electronic money or stored value. The Services are delivered through the Pay Portal, the Affiliates, and a network of banks and financial service providers (“Network Partners”). The Services are subject to additional terms and conditions as set forth in the Payment Services Terms.

2.1.2.  Your primary interface with the Services is through a Hyperwallet technology portal which may be accessed through a web site, application programming interface/API, embedded in or integrated with your Payor’s own platform or system, or other method, and may be branded with your Payor’s brand or co-branded with the Hyperwallet brand (the “Pay Portal”). The Pay Portal is part of the Services.

2.1.3.  To be eligible to use the Services, you must be a designated payee of a Payor, at or above an age of majority in your country of location, and located in a country supported by Hyperwallet.

2.1.4.  To receive the Services, you must complete the registration process by providing current, complete and accurate information as prompted by the registration process on the Pay Portal and agreeing to the Terms of Service presented in the Pay Portal or by your Payor.  Some registration and other identifying information may be provided to Hyperwallet directly from your Payor from time to time. Multiple registrations are prohibited. You may register only once, and each user must maintain a separate registration. If we detect multiple active registrations for a single user, we reserve the right to merge or terminate the registrations and refuse to permit you to use the Service without notification to you. If you register for the Services on behalf of a company or under a business name, you must be legally authorized to agree to the Terms of Service on its behalf.

2.2.  Restrictions

2.2.1.  The Services are subject to certain limits and availability and not all Services, Payout Methods, functionality of or access to the Services, including the Pay Portal may be made available to you. The Services are not offered to consumers or the general public and are only available and provided to you in connection with your commercial relationship with and as a designated payee and beneficiary of a Payor in order to receive funds from your Payor.

2.2.2.  The Services are intended to enable payments for business-related and commercial activities in connection with your relationship with your Payor and are not intended and may not be used for personal, family, or household purposes. By registering for the Services, you attest that you are engaged in a trade or business for gain or profit, whether as a sole proprietor or otherwise and are using the Services for commercial purposes as an independent contractor of Payor and not for the receipt of any wages subject to payroll withholding or otherwise for personal, family or household purposes.

2.2.3.  Notwithstanding any of the Services provided hereunder, Hyperwallet is not responsible for and does not have any liability with respect to any of the products, services, or activities for which you receive payment via the Pay Portal or any of the actions or inactions of any Payor or any third party, including but not limited to any dispute as to any amount of funds paid or payable to you by such Payor or otherwise. Additional restrictions as to the use of the Services are set forth in the Payment Services Terms.

2.3.  Third-Party Services

2.3.1.  In connection with the Service, you may be able to elect to receive certain services from other service providers of Hyperwallet (each such service, a “Third-Party Service,” and each such entity, a “Provider”). Hyperwallet is not responsible for such Providers, the Third-Party Services or any material, information or results available through such Third-Party Services. The applicable Providers may require you to agree to terms and conditions or agreements with respect to their provision of the Third- Party Services to you. You are solely responsible for, and assume all risk arising from, your election and receipt of any Third-Party Service.

2.3.2.  If you elect to receive a Third-Party Service, you authorize Hyperwallet to submit to the applicable Provider any and all documents and information about you and your Payor necessary for such Provider to provide the Third-Party Service to you, including without limitation your personally identifiable information, requested by such Provider that you have provided to Hyperwallet in connection with this Agreement and your receipt of the Service. You are responsible for the accuracy of all information you provide to us and approve to be submitted to Providers. You represent and warrant that you have all the rights in and to any information necessary to provide information to Hyperwallet, and that Hyperwallet’s use of information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state or federal laws, regulations, orders or rules.

2.3.3.  You agree that by electing to receive a Third-Party Service, and consenting and authorizing Hyperwallet to submit your information to a Provider, you have waived and released any claim against Hyperwallet arising out of a Provider’s use of your information. In no event will Hyperwallet be liable to you or any third party for any direct, indirect, consequential, special, or punitive loss or damages regardless of whether such damages are based on contract, tort (including negligence), strict liability, or any other theory or form of action or whether Hyperwallet knew or should have known of the likelihood of such damages in any circumstances.

2.4.  Identity Verification and Third-Party Permissions

2.4.1.  You acknowledge and agree that Hyperwallet may, at any time, as a condition of using the Services and in accordance with our Privacy Policy (see the “Privacy” section of the web site), ask you for information that will allow us to reasonably identify you, require you to take steps to confirm the accuracy and/or completeness of information you have provided to us, and/or verify your information against third-party databases or through other means for purposes of providing the Services to you and/or as may be required to perform required screening, monitoring, and investigation of your Pay Portal activities and in order to comply with applicable laws. Information we may require from you may include your name, address, date of birth, government identification number, taxpayer identification number, phone number, email address, and other information that will allow us to identify you. We may require you to provide documentation, which may include your passport, driver’s license, or other government issued photo identification document. We may also contact you if we have additional questions. You agree that Hyperwallet reserves the right to directly assess you fees related to our identity verification, screening, monitoring, investigations and similar activities in connection with your Pay Portal and/or use of the Services.  Hyperwallet reserves the right to close, suspend, limit or deny access to the Services in the event we are unable to obtain this information, for any reason or for no reason, in our sole discretion.

2.4.2.  You expressly consent to the disclosure of your information to third-party verification service(s) providers, Network Partners, government agencies, and other third parties for identity verification purposes, to meet anti-money laundering, anti-terrorist financing, transaction monitoring, and suspicious activity reporting requirements, or as otherwise required to provide you with the Services. You acknowledge and authorize that information concerning the location of the device you use to access the Pay Portal may be used to assess location, may be obtained at any time while logged into the Pay Portal, and such information may be used or disclosed as a part of the Services and your eligibility for use of the Services. Any third party to which your information is transmitted will be bound to maintain your confidentiality and may not use the information supplied for any unauthorized purpose other than to verify your identity, meet our legal, regulatory, risk requirements, provide the Services, or as otherwise described herein or in the Privacy Policy (see the “Privacy” section of the web site).

2.5.  Your Responsibilities

2.5.1.  You are responsible for maintaining adequate security and control of any and all IDs, usernames, passwords, personal identification numbers (PINs), or any other codes that you use to access the Pay Portal, the Services or in conjunction with Services. You expressly acknowledge and agree that failure to maintain the security of these items may result in unauthorized transactions and/or loss to you for which Hyperwallet is not responsible to reimburse you or otherwise pay you for any such loss. You agree to notify Hyperwallet immediately of any unauthorized use of your Pay Portal or any other breach of security. You will be responsible for any transfer of funds request received via your Pay Portal unless we are notified of unauthorized use in the manner set out in these Terms of Service. You are urged to take appropriate safeguards before downloading information from the Pay Portal. We assume no responsibility for any damages to computer equipment or other property that may result from use of the Pay Portal or downloading anything from the Pay Portal.

2.5.2.  Notwithstanding the foregoing, you are responsible for any and all activities, acts or omissions that occur in relation to your Pay Portal, including the content of your transmissions through the Services. You are responsible for ensuring that your Internet connection or any other method that you use to connect to the Pay Portal. You represent that your email account and all information sent to and from your email account is secure and nobody has access to your email account except for you. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Hyperwallet responsible for, and will defend and indemnify Hyperwallet from, any liability arising from the actions or inactions of this third party in connection with any permissions you grant.

2.5.3.  Subject to Section 11.3, notwithstanding any other term or condition of these User Terms, you may not assign or transfer your right to utilize the Pay Portal to a third party or otherwise grant any third party a legal or equitable interest in connection with the Pay Portal.

2.5.4.  You agree that you may not and will not use the Services:

(i)  for any purpose that is unlawful, fraudulent, deceitful, untruthful, misrepresentative, dishonest or related in any manner to unlawful, unethical or morally questionable activities or is directly or indirectly related to the foregoing;

(ii)  if you are located, residing, working or conducting business in any country restricted by any of the following, which Hyperwallet may update from time to time without prior notification to you: Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the U.S. Office of Foreign Assets Controls’ (“OFAC”) Specially Designated Nationals and Blocked Persons List, or the U.S. Department of State’s Designated Foreign Terrorist Organizations List, as applicable and as, may be amended from time to time; or (ii) any applicable sanction, directive or other action by Foreign Affairs and International Trade Canada, OFSI, OFAC or the United Nations or any other Canadian, U.S, Australian, or European governmental authority regarding terrorism or money laundering;

(iii)  for any illegal purposes including but not limited to fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency;

(iv)  in any attempt to abuse, exploit or circumvent any law or regulation;

(v)  In any manner that attempts to tamper, hack, modify, frame, "deep link" or otherwise bypass or attempt to bypass security, functionality, entry points or any other features of the Service or the Pay Portal;

(vi)  directly or indirectly, either separately or as part of another service, attempt to resell the Service; or

(vii)  for any purpose that Hyperwallet prohibits in its sole discretion or as otherwise prohibited by the Terms of Service.

3. Fees

3.1.  Fees

3.1.1.  Fees applicable to the Services (“Fees”) are set forth in the Pay Portal. These Fees are established pursuant to an agreement between your Payor and Hyperwallet and/or as otherwise determined by Hyperwallet in its sole discretion. Fees associated with a Hyperwallet Card are determined by the Issuer and are outlined in the Issuer’s Cardholder Agreement.  In accepting the Terms of Service you agree to pay all applicable Fees associated with the Pay Portal and any and all Payout Methods made available to or selected by you.  If you do not agree to pay the Fees set forth in the Pay Portal you may close your Pay Portal as described in these Terms of Service.

3.1.2.  In addition, Network Partners and other third parties facilitating the Services may impose additional fees on transactions, which will be deducted from available funds reflected in your Pay Portal balance. In the event that you provide inaccurate payment information and a transaction is rejected, Hyperwallet may be charged payment rejection fees by the bank or financial institution receiving the transaction request. These payment rejection fees are your responsibility and may be deducted by Hyperwallet from the available funds reflected in your Pay Portal.  Any bank processing fees, currency exchange fees or intermediary fees which may be charged by your bank or any other payment provider not directly associated with Hyperwallet are your sole responsibility. Hyperwallet reserves the right to directly assess you fees and/or taxes related to our servicing and support of your Pay Portal and/or use of the Services arising out of applicable law, including but not limited to sales or use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”). You are also responsible for SMS, data services, and any similar phone or internet service fees associated with your use of the Services via computer, mobile device or otherwise.

3.2.  Collection

Fees payable by you may be: i) deducted from the amount transferred in the specific transaction to which the fee is applicable, upon your execution of the transaction (for example, if you direct us to receive a payment from your Payor to your bank account through the Pay Portal, the amount transferred to your bank account will be the amount you specify, less the fee applicable to Transfer Funds to Local Bank Account); and/or ii) deducted automatically from available funds reflected in your Pay Portal or Hyperwallet Card balance, as the case may be. You hereby authorize us to deduct all Fees from the amounts transferred and/or reflected in your Pay Portal, as applicable.

3.3.  Changes

Hyperwallet reserves the right to change or otherwise adjust Fees at the direction of your Payor, an Issuer (in respect of Hyperwallet Cards), or otherwise at our sole discretion. We will publish updated fees in the Pay Portal. Fees will take effect immediately unless otherwise stated.  If you have a question about any of the Fees including any dispute involving any Fee paid or payable by you for the Services, contact your Payor directly or you may direct those inquiries to Hyperwallet by contacting us.

3.4.  Currency

All Fees (excluding Hyperwallet Card fees which are based on the Issuer) are based on the currency determined by your Payor; if you are billed in a currency other than that of your Payor or you request a payout in a currency different from a currency in your Pay Portal balance, a foreign exchange fee and/or rate may apply.

4.  Pay Portal Content

4.1.  Copyright and Other Intellectual Property Rights

The Pay Portal contains copyrighted material, trade-marks and other proprietary and confidential information of Hyperwallet and others (collectively “Proprietary Material”), which may include, but shall not be limited to text, documents, information, data, articles, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials (collectively with the Proprietary Material, “Content”). All Proprietary Material is owned by Hyperwallet, its licensors and various third parties and is protected by applicable intellectual property rights including copyright, patent and trade-mark legislation and treaties. You agree not to modify, publish, copy, transmit, register or claim title to, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material except for copying that occurs in the ordinary course of browsing the Internet and personal copies of Pay Portal information that you make for your personal use including for your own records. You agree to respect any copyright, trade-mark, patent and other proprietary rights contained in any Proprietary Material on the Pay Portal. The only rights that you can have in Proprietary Material outside of the Terms of Services are those granted in writing by Hyperwallet or other owners with rights to the Proprietary Material.

4.2.  Links and Content

(i)  The links included within the Pay Portal may cause you to leave the Pay Portal in order to gain access to other web sites including those related to Third-Party Services (“Linked Sites”). The Linked Sites are not under the control of Hyperwallet and we are not responsible for the content of any Linked Site, the services provided at any Linked Site, any link contained in a Linked Site, or any changes or updates to such sites unless otherwise noted on such sites. We provide these links to you only as a convenience. We may amend, add or delete links on the Pay Portal as we determine in our sole discretion. The inclusion of any link to any Linked Sites in our Pay Portal or any link on a third party’s site to our Pay Portal does not reflect an endorsement by us nor does it necessarily reflect any association with their operators. When you access Linked Sites, you do so at your own risk.

(ii)  The Content is intended for information purposes only. Although we exercise reasonable efforts to ensure their quality and accuracy, there might be errors, or the information provided may not be complete, current, or applicable to your particular situation. We assume no liability or responsibility for any errors or omissions. You are responsible for evaluating the accuracy, completeness, and usefulness of any opinion, advice, or other content available through the Pay Portal or obtained from a Linked Site.

4.3.  No Endorsement

No endorsement or approval of any third party or their advice, opinions, information, products or services is necessarily expressed or implied by the Pay Portal including, without limitation, any endorsement or approval of any Payor or other third party.

5.  Liability

5.1.  Disclaimers

5.1.1.  The use of the Services and the Pay Portal is at your own risk. The pay portal, and any related information, content and/or materials are provided on an “as is” basis without warranties of any kind. Hyperwallet hereby disclaims all warranties, either express or implied, including but not limited to: warranties of title or implied warranties of merchantability; fitness for a particular purpose; non-infringement; and those arising by statute or otherwise in law or from a course of dealing or usage of trade; other than those warranties which are imposed by and incapable of exclusion, restriction, or modification under the laws applicable to this agreement. The disclaimers of warranties and limitations of liability will apply to the maximum extent permitted by applicable law.

5.1.2.  Without limiting the generality of the foregoing, you agree that Hyperwallet does not warrant or represent that:

(i)  the operation of the Services will be uninterrupted or error free, or that defects will be corrected;

(ii)  the Service, or the servers that make it available, are free of viruses or other harmful components; and/or,

(iiI)  the use or the results of the use of the Service will be correct, accurate, timely, or otherwise reliable.

5.1.3.  We make reasonable attempts to exclude viruses from the Pay Portal, but cannot ensure that the Pay Portal will be at all times free from viruses or other destructive software.

5.1.4.  You further agree, without limiting the generality of the foregoing, that Hyperwallet shall not be responsible or liable to you for:

(i)  any actions or inactions of a Payor including but not limited to any dispute as to any amounts paid or payable to you or the failure of a Payor to pay you;

(ii)  the products or services for which you receive or intend to receive payment from a Payor via the Pay Portal;

(iii)  unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service;

(iv)  any loss due to payments to unintended users due to the input by you of incorrect information or for payments in incorrect amounts;

(v)  any service interruptions, including, but not limited to, system failures, power outages, or other interruptions that may affect processing, settlement, acceptance or disbursement in connection with the Services;

(vi) any actions or inactions of any third party, including but not limited to those of any Network Partner or Provider; and/or,

(vii)  the inability to perform our obligations because of factors beyond our control.

5.2.  Limitation

5.2.1.  In no event shall Hyperwallet, its affiliates, agents, subcontractors, representatives, network partners or your Payor be liable to you or any other party and you hereby waive any right you may have to sue any of the foregoing entities, for any loss or injury or any damages, either direct, indirect, punitive, special, incidental, consequential or otherwise (including, but not limited to lost profits or lost savings) resulting from or in any way connected to: (a) your use of the pay portal or the services; (b) any error, failure or delay of, including, but not limited to the use of or inability to use, the services, any functionality of the services, or any component of the pay portal, for any reason; (c) the performance or non-performance by Hyperwallet or its agents, subcontractors or network partners, any Payor, third-party service provider products or services, or linked sites; (d) any unauthorized or fraudulent transactions affecting you; or, (e) arising out of any third-party service provider’s use of shared information, even if such party has been advised of the possibility of damages arising out of any of the foregoing. This limitation of liability shall apply regardless of whether the claim asserted is based on contract, tort, negligence, strict liability or otherwise.

5.2.2.  In no event shall Hyperwallet, its affiliates, directors, officers or employees, or your Payor, be liable for any act or omission of any third party including, without limitation, any of Hyperwallet’s agents, subcontractors, representatives, suppliers or network partners, any other users of the pay portal, third-party service providers, providers of a linked site, or for any circumstance beyond the reasonable control of Hyperwallet.

5.2.3.  In no event shall the total liability of Hyperwallet (inclusive of all Hyperwallet affiliates, agents, subcontractors, representatives and network partners) to you for all damages in any one or more cause(s) of action exceed the lesser of the actual direct damages incurred by you and the amount of fees paid by you for the affected services giving rise to your claim or cause of action for damages.

5.2.4.  Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may be limited by law in your jurisdiction to the extent that such laws apply to the terms of service. To the extent the applicable law governing the terms of service as applied to you limit or prohibit any of the limitations in the terms of service, then to the extent of such limitation or prohibition, the total liability of Hyperwallet (inclusive of all Hyperwallet affiliates, agents, subcontractors, representatives and network partners) to you will be to complete the performance of the affected transaction which was unable to be performed for you due to the non-performance of the services by Hyperwallet.

5.2.5.  You hereby waive any and all rights to bring any claim or action related to the pay portal beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which such claim or action is based.

5.2.6.  Nothing in this Agreement excludes our liability for liability on our part that cannot be excluded by applicable law. The parties acknowledge that the other party entered into this Agreement in reliance on the limitations of liability stated in this section, and these limitations are an essential basis of the bargain between the parties.

5.3.  Indemnity

5.3.1.  You agree to indemnify and hold Hyperwallet, its shareholders, subsidiaries, affiliates, directors, officers and employees, harmless from any loss, claim, demand, or damage (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including all third-party claims, liability, losses, expenses, damages, fines, penalties (including damages awarded or settled amounts and reasonable attorney’s fees), arising out of or in connection with your breach of this Agreement, your relationship or dealings with your Payor, or use of the Services or the Pay Portal.

5.3.2.  You agree to indemnify Hyperwallet for all losses arising from us acting on your instruction or that of your Payor (unless these arise due to our gross negligence or willful intent or fraud).

5.3.3.  You agree to indemnify us from any losses we may incur resulting from any error made by you in providing information or instructions to Hyperwallet whether verbally or in writing or on the Pay Portal (unless these arise due to our gross negligence or willful default or fraud).

5.3.4.  All notices to Hyperwallet must be sent by postal mail to the Legal Notice Mailing address for the Hyperwallet Affiliate associated with your country of location as set forth on the Affiliates and Governing Law Schedule.

5.4.  Arbitration

5.4.1.  The following Agreement to Arbitrate provisions apply to you if you are located in the United States and where the services in question are governed under the laws of the United States as set forth on the affiliates and governing law terms.

5.4.2.  This Agreement to Arbitrate contains provisions that govern the resolution of legal claims arising between you and us, which will require you to submit claims you have against us to binding and final arbitration, unless you opt out of the agreement to arbitrate within 30 days after the date you accept the terms of service for the first time.

5.4.3.  You hereby consent to arbitration of all claims before a single arbitrator. The arbitrator will be selected and the arbitration conducted pursuant to the commercial arbitration rules and mediation procedures of the American arbitration association (“AAA”). No “class” or similar group arbitration shall be permitted. All arbitration hearings or similar proceedings shall be held in Austin, Texas, although you may elect telephonic proceedings or waive any hearing.

5.4.4.  The AAA commercial arbitration rules and mediation procedures are available for review at: https://www.adr.org/aaa/faces/rules (click rules, then click commercial arbitration rules and mediation procedures). By agreeing to be bound by the terms of service, you either (a) acknowledge and agree that you have read and understand these rules or (b) waive your opportunity to read these rules and any claim that these rules are unfair or should not apply for any reason.

5.4.5.  Any arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction.

5.4.6.  You understand that, in return for your agreement to this section, we are able to offer you the service at the terms designated, and that your assent to this section is an indispensable consideration to this agreement.

5.4.7.  You also acknowledge and understand that, with respect to any claim:

(i)  You are giving up your right to have a trial by jury and trial by judge;

(ii)  You are giving up your right to have a court resolve any such dispute; and

(iii)  You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any arbitration or lawsuit involving any such dispute.

5.4.8.  Unless you opt out: (1) you will only be permitted to pursue claims against Hyperwallet on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

5.4.9.  If a dispute arises between you and Hyperwallet, our goal is to investigate and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Hyperwallet regarding the Services may be reported by contacting us and as further set forth in the dispute resolution provision above.

5.4.10.  You and Hyperwallet each agree that any and all disputes or claims that have arisen or may arise between you and Hyperwallet, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted.

5.4.11.  You and Hyperwallet agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Hyperwallet agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Hyperwallet customers.

5.4.12.  You can choose to reject this Agreement to Arbitrate by mailing us a signed, written opt-out notice which includes your name, address, phone number, and the email address(es) used to log in to the Pay Portal to which the opt-out applies. The opt-out notice must be postmarked no later than 30 days after the date you accept the Terms of Service for the first time. You must mail the opt-out notice to HSI USA Inc., Attention: Legal Department, 11401 Century Oaks Terrace, Suite 400, Austin, TX 78758. This Section is made pursuant to a transaction involving interstate commerce and will be governed and enforced by the Federal Arbitration Act, 9 U.S.C.1-16.

6.  Termination

6.1.  Suspension or Termination of Services

Hyperwallet may at any time suspend or terminate all or any portion of the Services, including access to the Pay Portal, for any reason whatsoever as determined by Hyperwallet and/or at the instruction of your Payor, each in their sole discretion. Upon such event, your access to and/or use of the affected Services will immediately be suspended or terminated, as the case may be.

6.2.  Closing your Pay Portal

6.2.1.  You may close your Pay Portal at any time by contacting us. Upon your Pay Portal closure, we will cancel any pending transactions and you will have a limited period of time (as determined by Hyperwallet) to transfer any remaining funds during which time your Pay Portal will be accessible for the purpose of transferring any remaining funds or balance to your Payout Method. You acknowledge that if you continue to have a relationship with your Payor and you choose to close your Pay Portal, you will not be able to receive any further payments from your Payor unless a Pay Portal is re-opened or a new one is opened.

6.2.2.  You may not close your Pay Portal to evade an investigation. If you attempt to close your Pay Portal while we are conducting an investigation, we may hold any funds or balance for up to 180 Days to protect Hyperwallet, its Affiliates, any Network Partner, or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. You agree to cooperate in any investigation of any suspected unlawful, fraudulent or improper activity and will remain liable for all obligations related to your Pay Portal even after the Pay Portal is closed.

6.3.  Escheatment

If you do not access your Pay Portal and your Pay Portal is deemed unclaimed or abandoned under applicable law, Hyperwallet may close your Pay Portal and any remaining funds reflected in your Pay Portal will be sent to the owner of such funds as determined by the Payment Services Terms. If your Payor is the owner of the funds, the funds will be sent back to the Payor or, if required, escheated in accordance with applicable unclaimed property laws. If you are the owner, the funds will be sent to your primary address or, if required, escheated in accordance with applicable unclaimed property laws. Hyperwallet will determine your residency based on the information in your Profile on the Pay Portal. We will make reasonable efforts to contact you before transferring escheatable funds owned by you.  If your funds have already been escheated and you would like to claim such escheated Pay Portal funds, please contact the applicable state’s or country’s unclaimed property administrator. We can tell you whether funds have been escheated by contacting us. Notwithstanding the above, escheatment of funds on Hyperwallet Cards, if any, will be managed in the manner described in the applicable Cardholder Agreement. Hyperwallet reserves the right to directly assess you fees related to our escheatment activities in connection with your Pay Portal and/or use of the Services.

7.  Miscellaneous

7.1.  Communication

7.1.1.  The Electronic Signature and Communications Delivery Policy (see the “Legal” section of the web site) describes how Hyperwallet communicates with you electronically. To the fullest extent permitted, you agree and consent to receive any and all communications, agreements, policies, schedules, addenda, statements, history and transaction information, documents, legal and regulatory notices and disclosures, and other content of any type or nature (collectively, "Communications") that we provide in connection with the Pay Portal and the Services electronically instead of in paper form.

7.1.2.  In addition to electronic Communications described above, you understand and agree that we may contact you using autodialed or pre-recorded message calls or text messages at the telephone number(s) you have provided us to (i) provide notices regarding the Services, your Pay Portal or Pay Portal activity; (ii) respond to your inquiries; and/or (iii) investigate or prevent fraud. Standard telephone minute and text charges may apply.

7.1.3.  You understand and agree that we may, without further notice or warning and in our discretion, monitor or record telephone conversations with you or anyone acting on your behalf. You acknowledge and understand that, your communications with Hyperwallet may be overheard, monitored, or recorded without further notice or warning.

7.1.4.  If you have any questions about the Services, your Pay Portal, a transaction, and/or require technical support, we encourage you to contact the Hyperwallet Support Center at 1-877-546-8220 (North America) or 1-604-638-6657 (Worldwide), or by emailing us at support@Hyperwallet.com.

7.2.  Jurisdiction

7.2.1.  The Terms of Service will be governed by and construed in accordance with the governing law corresponding to the Affiliate providing that portion of the Services to you as set forth on the Affiliates and Governing Law Terms, without giving effect to any principles of conflict of laws. Where the laws of the United States apply, all claims and disputes arising under or relating to the Terms of Service are to be settled by binding arbitration and such other terms and conditions as set forth in the Agreement to Arbitrate above.  Where the laws of England and Wales apply, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms of Service or its subject matter or formation (including non-contractual disputes or claims). Where the laws of Canada apply, arising under or relating to the Terms of Service shall be submitted to and be subject to the jurisdiction of the courts of the Province of British Columbia and you hereby submit and attorn to the exclusive jurisdiction of the courts of the Province of British Columbia to finally adjudicate or determine any suit, action or proceeding arising out of or in connection with the Services and the Pay Portal.

7.2.2.  To the extent permitted by applicable law and as set forth in the agreement to arbitrate provision applicable to the terms of service, the parties hereby unconditionally waive their respective rights to a jury trial, or class action of any claim or cause of action based upon or arising out of, directly or indirectly, the terms of service, any of the related documents, and/or dealings between them relating to the subject matter of the terms of service.

7.3.  Third-Party Beneficiaries

You acknowledge and agree that: (i) you are not a third-party beneficiary of any contract between Hyperwallet and any third party, and (ii) if you are using the Services to receive payment from a Payor that Payor is solely responsible for paying you and any dispute related to Payor’s failure to pay you shall be solely between you and Payor. A person not a party to the Terms of Service shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom or otherwise to enforce the Terms of Services. Notwithstanding anything to the contrary herein, a Payor and its Affiliates are intended third-party beneficiaries of these Terms of Service, are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were parties hereto.

7.4.  Waiver

Our failure to act with respect to a breach of any of your obligations under the Terms of Service by you or others does not waive our right to act with respect to subsequent or similar breaches.

7.5.  Assignment

You shall not assign, novate, or otherwise transfer any rights or obligations you have under the Terms of Service without the prior written consent of Hyperwallet. We may assign and/or otherwise novate any right or obligation under the Terms of Service without your consent.

7.6.  Validity

If any part of the Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, the remainder of the Terms of Service shall continue in full force and effect. Unless otherwise specified herein, the Terms of Service constitute the entire agreement between you and Hyperwallet with respect to the Services and the Pay Portal and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Hyperwallet with respect to the Services and the Pay Portal. The paragraph titles in the Terms of Service are solely used for the convenience of the parties and have no legal or contractual significance. It is the express will of the parties that the Terms of Service and all related documents have been drawn up in English. If you are reading the Terms of Service in another language, the English text shall prevail in the event of a discrepancy between the other languages.

 

Payment Services Schedule

1.  Application

This Payment Services Terms document is a schedule to the Terms of Service and sets forth additional terms and conditions applicable to certain payment services and functionality which may be made available through the Services and Pay Portal and as provided by certain Hyperwallet Affiliates. As your Payor determines which Services will be made available to you, not all terms and conditions will apply. Only those terms and conditions relating to Services made available to you will apply. We reserve the right to change this schedule at any time by posting a revised version in the Pay Portal. The revised version will be effective at the time we post it to the Pay Portal. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Terms of Service.

2.  Description of the Payment Services

The Services allow you to receive payments from your Payor through one of several Payout Methods made available to you. Your Payor typically determines which of the Payout Methods will be made available to you. Payout Methods available to you may include the ability to receive your payments via:

  • transfer to your bank account via local clearing networks or wire transfer;
  • transfer to your Hyperwallet Card (as defined below);
  • transfer to your personal debit card;
  • issuance of an e-money account (where available);
  • check;
  • cash pickup at locations provided by third-party money transfer providers (e.g. Western Union, MoneyGram); and,
  • other Payment Methods supported and made available by Hyperwallet from time to time.  

Provided you are eligible to use the Services pursuant to the Terms of Service and once your registration of Payout Method details (e.g. bank account information) and preferences has been completed, whether by you or through your Payor, then upon and to the extent of Hyperwallet’s receipt of funds and complete payment instructions from your Payor, such funds may then be received by you through your designated Payout Method in accordance of those Payor instructions. You may have the ability to choose a Payout Method for each payout or set a default Payout Method to receive any or all of your payments. Payout Methods will either involve the remittance by Hyperwallet of funds from and on behalf of Payor to your Payout Method or, where expressly indicated, funds being held by Hyperwallet on your behalf as stored-value or via the issuance of E-money as set forth below.

3.  General Payment Terms and Conditions

3.1.  Bank Account

By directing us and/or your Payor (as the case may be) to make a transfer to your bank account, you are affirming that you are the owner of the bank account, have confirmed the accuracy of the bank account information provided to us, and have authority to initiate transactions in respect of the bank account. Hyperwallet will make electronic credits and debits via bank clearing networks and/or wire to your bank in the amount Payor specifies unless there are insufficient funds available. You agree that your requests for a transfer to your bank account constitutes your authorization to Hyperwallet to make the transfers to and from your designated checking or savings account, including any adjustments necessary for any transactions which are credited or debited in error. We may permit you or we may utilize other methods to process any particular transfer, such as a wire transfer. Once you have provided your authorization for the transfer, you will not be able to cancel that electronic transfer unless you do so in a manner that allows us and your bank a reasonable opportunity to act on such cancellation.

It may take two to five business days for the proceeds of the transfer to transmit to your bank account. In some situations, we may provide you with an estimate of the processing time your transaction will require via the Pay Portal. Although we may be able to specify a timeframe in which the funds will reach your designated bank, we cannot be responsible for any delays due to any bank clearing network or your bank’s processing of a transaction and cannot guarantee that your bank will make funds available to you on the day it receives the transfer.

You must provide us with the correct details for the bank account to which you would like to transfer funds. If you input incorrect bank account information, you agree that you will not hold Hyperwallet liable for any claims or losses should a transaction not be properly executed, including but not limited to where funds are sent to a bank account in error or otherwise. Your bank and/or a bank which is part of a bank clearing network may charge a return fee or other related fee in connection with the attempted transfer. In the event such a fee is incurred or otherwise imposed on Hyperwallet, such fee will be passed on to you and deducted from your Pay Portal balance or amounts otherwise payable to you.  

 

We will not be liable where you do not have enough money available to transfer, your bank account is closed, the transaction exceeds dollar or frequency limitations imposed by us or your bank, your bank does not honor a transaction or participate in electronic funding, the transaction is not processed, or the transaction is returned by your bank or where we otherwise advise you that your request will not be processed. We shall have no responsibility for any action your bank may take with respect to such transfer to your bank account, including offsetting amounts owed to such bank from such transfer due to an overdrawn account, outstanding fees, or otherwise.

3.2.  Hyperwallet Card

You may be issued a Visa® or MasterCard® prepaid card in connection with the Services (“Hyperwallet Card”). The Hyperwallet Card may be branded with the name and logo of “Hyperwallet” or the name and logo of your Payor. The Hyperwallet Card may be a physical card and/or virtual card. Your Hyperwallet Card is issued by a financial institution (“Issuer”) and your use of the Hyperwallet Card is subject to the terms and conditions, including fees, of applicable Issuer Cardholder Agreements. You can receive a copy of such Cardholder Agreement by contacting us.

The Hyperwallet Card does not constitute a credit card or a checking, savings, deposit or other bank account in your name. It is only available to you in connection with your trade or business and your use of the Services to receive the proceeds of your commercial activities in such trade or business for your Payor. It is not a consumer account and is not connected in any way to any other account you may have. Funds transferred to your Hyperwallet Card will no longer be held by Hyperwallet and are instead held by the Issuer. Any balance on a Hyperwallet Card may be held by the Issuer in applicable Federal Deposit Insurance Corporation (FDIC) or equivalent government-insured account(s). Hyperwallet may show you the amount of any balance on your Hyperwallet Card in the Pay Portal for informational purposes only.

If you or your Payor directs us to transfer funds to your Hyperwallet Card, you authorize us to, regularly and without further instruction or action by you, load funds to your Hyperwallet Card, subject to limits that may apply to your Hyperwallet Card. We reserve the right to delay or otherwise limit the amounts loaded to your Hyperwallet Card at any time at our sole discretion and/or require further documentation before loading any funds.

Funds transferred to your Hyperwallet Card are generally available within one (1) Business Day (defined below) following the day the transaction request is received by us. The currency loaded on to the Hyperwallet Card is determined by the funds received from your Payor and the requirements of the Issuer and which may further be dictated by Visa or MasterCard (as the case may be).

Hyperwallet Cards do not offer any credit or overdraft features on the Hyperwallet Cards. Hyperwallet does not authorize prepaid card transactions where there the card has insufficient or unavailable funds. In the event of a merchant forced transactions, settlement timing or errors create a negative card balance, Hyperwallet will not charge an overdraft fee to you. Where permitted, funds on your Hyperwallet Card may be transferred (unloaded) to your bank account identified in the Pay Portal.  You acknowledge and agree any such transfer is being requested by you in connection with and on behalf of your trade or business.

3.3.  Personal Debit Card

In certain cases, your Payor may support the ability for you to transfer your payments on an existing Visa® or MasterCard® debit card associated with your US bank account (“Debit Card”). Your Debit Card must be enabled by the bank that issued you the Debit Card. Use of your Debit Card, including balance, transaction history, fees, and other limitations and restrictions will be subject to the terms and conditions determined by your bank.

By directing us and/or your Payor (as the case may be) to make a transfer to your Debit Card, you are affirming that you are the owner of the Debit Card and associated bank account linked to it, have confirmed the accuracy of the Debit Card information provided to us, and have authority to initiate transactions in respect of the Debit Card. Hyperwallet will make electronic credits and debits via Visa®, MasterCard®, or other banking networks in the amount you specify unless there are insufficient funds available. You agree that your requests for a transfer to your Debit Card constitutes your authorization to Hyperwallet to make the transfers to and from your designated Debit Card, including any adjustments necessary for any transactions which are credited or debited in error. Transfers to a debit card not owned by you or transfers to any credit card, whether or not owned by you, are not permitted.

Once funds are transferred to your Debit Card, such funds are no longer held by Hyperwallet and are instead held by the bank that issued you the Debit Card. If you or your Payor direct us to transfer funds to your Debit Card, you authorize us to, regularly and without further instruction or action by you, load funds to your Debit Card, subject to limits that may apply to your Debit Card. We reserve the right to limit the amounts loaded to your Debit Card at any time at our sole discretion and/or require further documentation before loading any funds.

Funds transferred to your Debit Card are generally available within one (1) Business Day (defined below) following the day the transaction request is received by us. We cannot be responsible for any delays due to Visa® or MasterCard®, any network or third-party processor, or your bank’s processing or failure or delay in processing of a transaction and cannot guarantee that your bank will make funds available to you on the day it receives the transfer to your Debit Card. The currency loaded on to the Debit Card is determined by the funds received from your Payor and the requirements of the bank that issued you the Debit Card and which may further be dictated by Visa® or MasterCard® (as the case may be).

You must provide us with the correct details for the Debit Card to which you would like to transfer funds. If you input incorrect Debit Card information, you agree that you will not hold Hyperwallet liable for any claims or losses should a transaction not be properly executed, including but not limited to where funds are sent to another debit card in error or otherwise. Your bank may charge a return fee or other related fee in connection with the attempted transfer. In the event such a fee is incurred or otherwise imposed on Hyperwallet, such fee will be passed on to you and deducted from your Pay Portal balance or amounts otherwise payable to you.  

We will not be liable where you do not have enough money available to transfer, your Debit Card and its associated bank account is closed, the transaction exceeds dollar or frequency limitations imposed by us, Visa® or MasterCard®, any network or third party processor, or your bank, your bank does not honor a transaction or participate in electronic funding, the transaction is not processed, or the transaction is returned by your bank or where we otherwise advise you that your request will not be processed. We shall have no responsibility for any action your bank may take with respect to such transfer to your Debit Card, including offsetting amounts owed to such bank from such transfer due to an overdrawn account, outstanding fees, or otherwise.

3.4.  Check  

If you direct us to transfer funds to you and issue a check as your Payout Method, you are responsible for confirming the accuracy of the mailing address you provide. We will not send checks to P.O. boxes.  We will only issues checks which are payable to you as an eligible payee of a Payor, and will not issue a check to any third party.

Funds transferred to check are generally mailed via First Class Mail to you within five (5) Business Days following our receipt of your request and confirmation of complete and accurate payment and mailing information. Mailing periods vary depending on geography. Hyperwallet does not provide expedited delivery service. Hyperwallet may limit the amount of transfers via check and/or the address or country to which a check may be mailed.  If you fail to cash a check within 90 days of the date of issuance, the check will be canceled and we will return the funds to the Pay Portal for which a fee will be charged.

3.5.  Cash Pickup

If you direct us to transfer funds for cash pick up by you at locations provided by third-party cash pickup providers supported by Hyperwallet such as Western Union or MoneyGram, you are authorizing us to transfer funds and funding instructions to such third parties over whom Hyperwallet has no control. Cash pick up services are subject to the terms and conditions of those entities, including applicable fees assessed by Western Union or MoneyGram (as the case may be), as described at www.westernunion.com or www.moneygram.com, depending on the service you choose (subject to availability).

Service and availability of funds depends on certain factors including the service selected, the selection of delayed delivery options, amount sent, destination country, currency availability, regulatory issues, consumer protection issues, identification requirements, delivery restrictions, agent location hours, and differences in time zones.

Transactions not picked up or canceled within the time required by Western Union or MoneyGram (as the case may be) following the send date may be assessed administrative and/or foreign exchange fees and/or losses which may be deducted from the amount sent.  

3.6.  Currencies

In certain circumstances, Payor funds payable to you may be available in different currencies supported by us from time to time. The currencies made available are dependent upon the funding requirements of your Payor. You will not be permitted to convert funds in your Pay Portal in order to hold the funds in a different currency (except in connection with a payout to a Payout Method where such currency options are available) and you agree that you will not attempt to use multiple currencies for speculative trading. You may request to receive funds that are reflected in your Pay Portal in a different currency only at the time of and in connection with your requested payout via a Payout Method. If you request a payout in a currency different than the currency in which your Pay Portal was funded, the exchange rate, which will include a transaction fee, will be determined at the time your transaction is processed and deducted from the amount transferred. The fees and currency rate applicable to your transaction will be provided to you in the Pay Portal when you initiate your transaction. You are responsible for all risks associated with receiving a payout in any currency.

3.7.  Additional Optional Services

Hyperwallet may offer you additional optional services from time to time. Such services may include the ability to purchase or incent the purchase of goods and services from your Payor from your Pay Portal (“Spendback” and “Promo”), load your own funds to your Pay Portal as “Product Dollars” to use for Spendback purchases through participating PayNearMe reload locations, transfer funds from a Hyperwallet Card to your bank account, the population and production of United States Federal tax forms for domestic and foreign Payees, and such other services and functionality as offered and supported by us from time to time. Hyperwallet may offer, limit, restrict, or terminate any such services without notice to you.

4.  Additional Restrictions

Any or all of the Services, fees, rates, and the availability and timing of your receipt of any payment may be affected, limited, delayed or restricted due to a number of factors beyond our control, including but not limited to the funding by your Payor, Payout Method selected, Network Partner requirements, currency availability, regulatory and compliance requirements, country and delivery restrictions, time zone differences, and socio-economic and government factors. Hyperwallet does not guarantee the availability of any Payout Method and makes no representation, warranty or otherwise as to any specific service level, fees, rates, availability or timeframe and will not be liable to you for any negative affect, limitation, delay or restriction.

You hereby certify that you will use the Services to process transactions in the name of the registered Pay Portal holder only. Hyperwallet prohibits using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity.  If a Payor sends payments for loading to your Pay Portal, you may transfer those funds only to a bank account or other permitted Payout Method of which you are the named holder.

You may not transfer funds to third-party accounts.  We may treat any attempt by you to send funds to an account or Payment Method or other payment instrument of which you are not the named holder as a fraudulent act.

If you are not a natural person, you are not permitted to use the Pay Portal as electronic money or stored value.  Where funds are treated as remittance, such funds may be held for a certain period of time as determined by Hyperwallet in its sole discretion, after which we are hereby authorized by you to remit any such funds to your default Payout Method in the Pay Portal.

You are not permitted to add money to your Pay Portal or to send / transfer any funds to anyone other than yourself via the Services. Use of the Services to conduct person-to-person transfers is strictly prohibited. You may not use the Services to manage multiple currencies or for spot trading or creating forward contracts. We reserve the right to reject or limit payments at any time in our sole discretion, including but not limited due to anti-money laundering or risk management concerns. We retain full discretion to refuse to accept any user or to complete any instruction from a Payor or from you to make payments using the Services.

5.  Refused Transactions

We reserve the right in our sole discretion to refuse any transfer or other request. Reasons for refusal may include but are not limited to insufficient funds, incorrect or outdated information, or activity we deem suspicious. We generally will attempt to notify you of any refusal, using the contact information available to us or in your Profile, stating (where possible) the reasons for the refusal and whether the problem can be corrected. We will not notify you of a refusal where to do so would be unlawful or otherwise prohibited by law.

The Services may also be subject to transfer limits. These limits may be adjusted dynamically depending on the type of identification document(s) you provide to us as well as on any other criteria we require from time to time. We may require you to provide us with information verifying your identity, address or other information prior to allowing a withdrawal or transfer of funds. You agree to cooperate with us in any such requests.

6.  Cancellation of Transactions

You may cancel a Spendback or Promo request for a refund, less applicable transaction fees, (a) within 30 minutes of authorizing your transfer request; or (b) at any time thereafter only if we have not already commenced processing the transaction in accordance with your order. Due to the particular requirements and rules governing the processing of transfers to Payout Methods, such as wire transfers, transfers and redemptions to such Payout Methods may not be canceled. If you believe there to be an error in connection with a transfer you should notify us immediately by contacting us.

7.  Liability for Transfer Errors

You must ensure that the payment details you enter when transferring funds are correct and complete. Failure to provide Hyperwallet with accurate information shall be your sole responsibility. We will not be responsible for actions taken by you in directing us to transfer funds and may rely on information you provide. We will not be liable for withdrawn funds being sent to the wrong or incorrect Payment Method as a result of you providing incorrect payment details. It is your responsibility to make sure that all Pay Portal details including but not limited to any bank account numbers, bank account provider details, card details, currency selected, etc. are correct before sending. If any such details are incorrect, your funds may be debited or credited to the wrong account, card or other destination and may not be recovered. If you believe there to be an error in connection with a transfer you should notify us immediately by contacting us.

8.  Right of Set-Off, Holds, Reversals, and Reserves

You agree that we are authorized at any time to set-off the funds in your Pay Portal or owed to you from your Payor against your debts or liabilities owed to us, including but not limited to those arising out of any breach of the Terms of Service. You also agree that we may reverse or place a hold on your transactions or place a reserve on your funds in your Pay Portal or otherwise owed to you from your Payor if you are in breach of or as otherwise as permitted by the Terms of Service.  We may exercise any of the rights in this section without notice to you. 

9.  Dispute Resolution

Information regarding payments received, transfers made from your Pay Portal, Hyperwallet Card activity, and certain other Services activity are displayed in the “History” section of Pay Portal. You should check your transaction history regularly and report any unauthorized transactions, unauthorized changes, suspicious activity, errors, irregularities or other complaints as soon as possible by Contacting Us.

In order to file a claim for an unauthorized or incorrectly executed transaction, you must notify us as soon as possible after the date of the transaction. Notwithstanding when you notify us, you understand we may not be able to reverse or correct the unauthorized or incorrect transaction. With respect to any Hyperwallet Card transaction, you must follow the instructions and timeframes set forth in your Cardholder Agreement.

After contacting us we will work with you and your Payor as necessary to attempt to resolve your complaint as quickly as possible under the circumstances. We may require you to provide us details of your complaint in writing and request additional information in order to investigate your complaint. If you feel your question or issue remains unresolved after contacting us, you may also contact the appropriate regional dispute resolution organization directly as further set forth in the “Licenses and Complaints” section of the web site.

10.  Additional Terms for Canada and the United States

10.1.  Remittance

In the United States and Canada and except as otherwise explicitly agreed to by Hyperwallet through these Payment Services Terms, Hyperwallet acts as an agent of the Payor in carrying out the payment instructions and remittance of funds of such Payors to their designated payees. As an agent of the Payor, any balance of funds in the Pay Portal does not represent stored value owned by you but belongs to and is the property of the Payor until actually received by you via your Payout Method notwithstanding any ability you may have to direct or instruct us to make any payments of funds reflected in the Pay Portal to your Payout Method and/or to execute any Additional Optional Services such as but not limited to Spendback or Promos.

10.2.  Stored Value

In certain states in the United States and where expressly permitted by Hyperwallet only, a Pay Portal balance may be treated as stored value and owned by you. In these situations, Hyperwallet will identify your Pay Portal balance as stored value and owned by you in the Pay Portal. Any such stored value is not a gift card or gift certificate. Unless identified as such in your Pay Portal by Hyperwallet, your balance is not stored value or owned by you. Where Hyperwallet has identified the balance in your Pay Portal as stored value, you do not need to maintain a balance in your Pay Portal in order to receive the Services although Hyperwallet reserves the right to close your Pay Portal in its sole discretion. If you do hold a balance, that balance represents an unsecured claim against Hyperwallet and is not insured by the Federal Deposit Insurance Corporation (FDIC) and no other government-sponsored insurance applies to any balance in the Pay Portal. You acknowledge that the Services and the Pay Portal are not bank accounts and that Hyperwallet is not a financial institution. Funds reflected in or transmitted in connection with the Pay Portal do not earn any interest payable to you.

Hyperwallet will combine your balance with the balances of other users and will safeguard those funds in accordance with applicable US state money transmitter laws. We will hold pooled balances separate from our corporate funds and will not use balances for our operating expenses or for other corporate purposes. We will not voluntarily make balances available to creditors in the event of insolvency.

11.  Additional Terms for EEA

11.1.  Introduction

These Additional Payment Terms for the EEA are between you as an EEA-based Payee and Hyperwallet Systems Europe Limited as the Affiliate for these terms and the e-money and money remittance services from such Affiliate. Under these e-money terms, we will (if supported by your Payor and where expressly indicated in the Pay Portal) give you a Hyperwallet e-money account.

As stated in the Terms of Service, in certain circumstances we may be required to verify your identity before you can use your e-money account or before we can allow you to redeem funds to your Payout Method.

We may require you to provide more information if we reasonably need it in order to complete our checks or execute a payment or redemption to a Payout Method.

11.2.  What can you do with your e-money account?

You can use your e-money account to receive e-money which has been sent to you as payment from a Payor who makes payments to you through us. You can, where allowed by Hyperwallet, use the balance held in your e-money account to:

  • redeem funds through one of several Payout Methods made available to you and subject to certain terms, conditions and restrictions; and/or,
  • purchase goods or services provided by your Payor; and/or,
  • receive payments from other permitted e-money account holders and/or make payments to other users.

You cannot load funds onto your e-money account (whether by cash or card). Funds can only be loaded onto your e-money account from your Payor. Any payments from your account must be made using your existing e-money balance (i.e. funds received from other Hyperwallet users). You can see your redemptions and/or purchases and any refunds in your Pay Portal which we will update daily. E-money account balances in the Pay Portal do not earn interest and are not protected by the Financial Services Compensation Scheme (FSCS).

11.3.  Security and Use of Regulated Third-Party Service Providers

As stated in the Terms of Service, you must take all the steps you reasonably can to maintain adequate security and control of all IDs, usernames, passwords, personal identification numbers (PINs), or any other codes that you use to access the Pay Portal, the Services or in conjunction with Services or in the event that you provide consent to an authorised third-party service provider to access your e-money account to make an online payment on your behalf or to access account information, so that no unauthorised person or entity can use your credentials to log on to your Pay Portal/e-money account. You must tell us as soon as you can by contacting us if you think someone may be using your e-money account without your permission. Before using a third-party service provider you should check with the regulator whether it is authorized and review the provider’s terms and conditions. In the event that we have reasonably evidenced and justified concerns about a third-party service provider for reasons relating to authorisation or fraud we may deny the third-party service provider access to your account. In such event we will notify you and the FCA before or immediately after access denial, unless this would compromise our security concerns or it would be unlawful to do so.

11.4.  Restrictions

11.4.1.  Spending limits

You agree that we may apply spending limits to your Hyperwallet account and we’ll tell you if we do so.

11.4.2.  Stopping a payment

We may stop a payment transaction if:

  • you do not have enough money in your e-money account to complete the transaction;
  • the payment transaction would put you over any spending limit we introduce;
  • we reasonably believe and discover that a payment may be unauthorized or you may be acting illegally or that it would be against the law for us allow the payment to be processed; and/or
  • the payment transaction would breach or otherwise violate the terms of the Terms of Service.

11.5.  Payment Services Regulations 2017

Depending upon the Services to be made available to you by your Payor, certain Payout Methods described above constitute a regulated money remittance service in EEA do not involve you having e-money with us or any Hyperwallet Affiliate. In this event your payment service provider will be a third party such as your bank or card issuer and you should refer to such party’s terms and conditions for the provision of regulated payment services to you. In the event that you do have an e-money account with Hyperwallet Europe Systems Limited then we are your payment service provider and our provision of regulated payment services to you is governed by all the terms herein and subject to the following variations to the Payment Services Regulations 2017:

If you are not a consumer, a micro-enterprise or a charity, you and Hyperwallet Systems Europe Limited agree the following amendments to the provisions of the Payment Services Regulations 2017 (PSRs):

  • Part 6 (Information Requirements) do not apply in whole;
  • Part 7 (Rights and Obligations in Relation to Provision) do not apply in part, namely regulations 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75 (evidence on authentication and execution), 77 (payer or payee’s liability for unauthorised transactions), 79 (refunds for direct debits), 80 (requests for direct debit refunds), 83 (revocation of a payment order), 91 (defective execution of payer-initiated transactions), 92 (defective execution of payee-initiated transactions) and 94 (liability for charges and interest) do not apply to this Agreement; and
  • The maximum time for notification of an unauthorised or incorrectly executed payment transaction under regulation 74(1) shall be 2 months.

In the event that you are a consumer, a micro-enterprise or a charity, the following clarifications to the Terms of Service and the Payment Services Schedule apply:

Terms of Service

  • Sections 1.2.4 and 3.3: We will notify you of any changes to the Terms of Service on two (2) months notice except where the changes are more favourable for you in which case the changes will be immediate. In the event that you do not accept the changes you have a right of termination at any time without charge within the two (2) month notice period or such later date when the change is due to come into effect.
  • Section 3.1.1: The Pay Portal contains all relevant information relating to the Services, fees and exchange rates. It also provides all relevant information relating to the payment transactions including (a) a reference enabling you to identify the payment transaction and, where appropriate, the payer and any information transferred with the payment transaction; (b) the amount of the payment transaction in the currency in which the funds are at your disposal; (c) the amount of any charges for the payment transaction payable by you and, where applicable, a breakdown of the amount of such charges; d) where applicable, the exchange rate used in the payment transaction, and the amount of the payment transaction before that currency conversion; and (e) the credit value date.
  • Section 3.1: You agree that we may deduct all applicable fees listed in the Pay Portal from your e-money account or the sums we send to you.
  • Section 6.3: You may redeem part or all of the funds in your e-money account at any time up to six (6) years after the date of termination or expiry of this agreement.
  • Section 7.1: You may request paper statements free of charge by providing a written request addressed to Hyperwallet Systems Inc., Suite 300, 950 Granville Street, Vancouver, British Columbia, Canada, V6Z 1L2. Please include your name, Pay Portal user ID and address. You can also print or download copies from the Pay Portal free of charge.  

Payment Services Schedule

  • Section 3.1: We will execute your payment transactions by the end of the business day following the time of receipt of the relevant payment orders.
  • Section 5: We will notify you of any refusal of a payment order at the earliest opportunity and such notice will include the procedure for rectification of the reason for refusal if possible.
  • Sections 6 & 7: You must notify us without undue delay on becoming aware of any unauthorized, incorrectly executed payment transaction or in the event that you think someone is using your security credentials or your e-money account without your permission without undue delay on becoming aware of the same and in any event no later than thirteen (13) months after the debit date. You are liable up to a maximum of £35 for any losses incurred in respect of an unauthorised payment transaction except (1) where the loss, theft or misappropriation of a payment instrument was not detectable by you prior to the payment, except where the payer acted fraudulently; or (2) the loss was caused by acts or omissions of an employee, agent or branch of a payment service provider or of an entity which carried out activities on behalf of the payment service provider. You are liable for all losses incurred in respect of an unauthorised payment transaction where you (1) acted fraudulently; or (2) failing with intent or gross negligence to comply with the terms of this agreement in relation to payment instruments and personalised security credentials. Except where you have acted fraudulently, you are not liable for any losses incurred in respect of an unauthorised payment transaction arising after properly notifying us.
  • Section 9: We will attempt to resolve your complaint as quickly as possible under the circumstances and will provide a reply addressing your complaint within 15 business days of receipt. In some exceptional circumstances due to reasons beyond our control, we may write to you to advise that we need a longer timeframe; however, in such event, we will take no longer than 35 business days to address your complaint. If your complaint is not resolved, you may refer it directly to The Financial Ombudsman Service (“FOS”) Exchange Tower London E14 9SR or by e-mailing complaint.info@financial-ombudsman.org.uk or calling 0800 023 4567. The website address is www.financial-ombudsman.org.uk.You can also use the European Online Dispute Resolution platform at ec.europa.eu/consumers/odr to do this.

 

To the extent that the Services are provided where the payment service providers of both the payer and the payee are located within the EEA and the service relates to a transaction in a currency other than the currency of an EEA State:

 

  • Part 6 of the PSRs applies only in respect of those parts of a transaction which are carried out in the EEA and regulations 43(2)(b) and 52(a) and paragraph 2(e) of Schedule 4 (maximum execution time) do not apply; and
  • Part 7 applies only in respect of those parts of a transaction which are carried out in the EEA and regulations 84 to 88 (amounts transferred and received and execution time) do not apply.

 

 

To the extent that the Services are provided where the payment service provider of either the payer or the payee, but not both, is located within the EEA:

 

  • Part 6 of the PSRs applies only in respect of those parts of a transaction which are carried out in the EEA and regulations 43(2)(b) and 52(a) and paragraphs 2(e) and 5(g) of Schedule 4 (maximum execution time and conditions for refund of direct debits) do not apply; and
  • Part 7 applies only in respect of those parts of a transaction which are carried out in the EEA and regulations 66(2) (responsibility for charges), 79 (refunds for direct debits), 80 (requests for direct debit refunds), 84 (amounts transferred and received), 86(1) to (3) (execution time for transactions to a payment account), 91 (defective execution of payer-initiated transactions), 92 (defective execution of payee-initiated transactions), 94 (liability for charges and interest) and 95 (right of recourse) do not apply.

 

12.  Additional Terms for Australia

12.1.  Services

Hyperwallet is authorised to:

(ii)  Provide financial product advice for non-cash payment products;

(iii)  Issue, apply for, acquire, vary or dispose of non-cash payment products; and

(iv)  Apply for, acquire, vary or dispose of a non-cash payment product on behalf of another person

For retail and wholesale clients.

12.2.  Financial Services Guide

A copy of Hyperwallet Systems Australia Pty Ltd Financial Services Guide is available in the “Licenses and Complaints” section of the web site.

13.  Additional Terms for Japan

13.1.  Shuno-Daiko Service

The Services in Japan are provided under a “shuno-daiko” service model.  Under this service model, Hyperwallet acts as your receiving agent to accept payments from your Payor on your behalf and remit those payments to you.  Once, but only to the extent, Hyperwallet receives payment from your Payor, the liability and obligation to remit such payments received to you will be the responsibility of Hyperwallet and not your Payor.

 

Definitions Schedule

The following capitalized terms not otherwise defined in the Terms of Service elsewhere shall have the meanings set forth below:

"ACH" means an electronic transfer method utilized by financial institutions in the United States operated by the Automated Clearing House.

"Affiliate" means any entity at any time controlling, controlled by or under common control with Hyperwallet or your Payor, as the case may be. The term "control" as used in this definition means the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% of the aggregate of all voting equity interests in such entity.

"BACS" means an electronic transfer method utilized by financial institutions in the United Kingdom operated by Bacs Payment Schemes Limited.

"Business Day" means 6 a.m. to 5 p.m., PST, Monday through Friday, excluding any federal holiday in the United States or statutory holiday in British Columbia, Canada, or bank holiday in the United Kingdom or Australia.

Card” means a plastic, contactless, chip-and-pin, magnetic stripe or virtual card, issued by a financial institution or other authorized institution to which a payment may be made via the Services.

EEA” the European Economic Area consisting of the following countries Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Holland, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom.

Hyperwallet Systems Europe Limited User” an EEA-based Payee directly receiving e-money or money remittance from Hyperwallet Systems Europe Limited.

"Issuer" means a financial institution or other authorized institution which issues Cards.

"Network Partners" means a third party such as participating banks, money services businesses, card associations, Issuers, processors, cash pick-up, and other providers.

"Payout Method" means one or more payout disbursement methods such as bank or wire transfer, load to a prepaid card or debit card, check, cash pick up, or such other method as supported by Hyperwallet from time to time. “Pay Portal” means the primary technology interface with the Services provided by Hyperwallet, which may be accessed through a website, application programming interface/API, embedded in or integrated with your Payor’s own platform or system, or other method.

"Profile" means your Identification and preference information in the Pay Portal.

"SEPA" means the Single Euro Payments Area is a payment-integration initiative of the European Union for simplification of bank transfers denominated in euro.

"Terms of Service" means the applicable terms and conditions governing access and use and receipt of the Services and the Pay Portal as provided and updated from time to time by Hyperwallet.

 

Affiliates and Governing Law Schedule

Location

Hyperwallet Affiliate Provider*

Regulatory Details

Laws Governing the Terms of Service

Legal Notice Address

United States

HSI USA Inc.

HSI USA Inc. is a company incorporated under the laws of the state of Utah. HSI USA Inc. is a licensed money transmitter in various US states. See the “Licenses and Complaints” section of the website for a complete list.

State of Texas, United States of America

Attention: Legal Department, 11401 Century Oaks Terrace, Suite 400, Austin, TX  78758

EEA

Hyperwallet Systems Europe Limited

Hyperwallet Systems Europe Limited is a company incorporated in England and Wales (Company No. 10215249). Hyperwallet Systems Europe Limited is an electronic money institution authorised by the United Kingdom’s Financial Conduct Authority under the Electronic Money Regulations 2011 (reference 900698 in the Financial Services Register available at www.fca.gov.uk/register) for the issuing of electronic money and money remittance.

England

Attention: Legal Department, Suite 211, 63 St Mary Axe, London, EC3A 8LE

Canada or any other country serviced by Hyperwallet

Hyperwallet Systems Inc.

Hyperwallet Systems Inc. is a company incorporated under the federal laws of Canada.

 Hyperwallet Systems Inc. is registered as a money services business with the Quebec Autorité des Marchés Financiers (AMF) (reference 901204) and the Canadian Financial Transactions and Reports Analysis Centre (FINTRAC) (reference M08905000) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act for the transferring of funds and dealing in foreign exchange.

British Columbia

Attention: Legal Department, 180-2985 Virtual Way, Vancouver, BC. V5M 4X7

Australia

Hyperwallet Systems Australia Pty Ltd

Hyperwallet Systems Australia Pty Ltd is a proprietary company (ABN 38 616 937 716). Hyperwallet Systems Australia Pty Ltd is authorised by the Australian Securities and Investments Commission (Licence No. 499092).

New South Wales, Australia

Attention: Hyperwallet Legal Department, Level 40, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000.

 

*As a general matter, you will receive the Services from the Affiliate based upon your country of location. However, Hyperwallet may, at any time and in its sole discretion, delegate the performance of any of the Services, obligations and/or requirements to any of its Affiliates, agents, or suppliers.

 

Last Update: January 11, 2018