Legal

WallP Seller Agreement

Last updated: Apr 2, 2017

WallP (Tetefe Technologies Private Limited) is a registered company under the laws of India, having its registered office at A-1, Jhotwara Road, Opp. ICICI Bank, Near Electrical Power Sub-station, Jaipur Rajasthan - 302016. This Seller Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and Tetefe Technologies Private Limited. (“WallP,” “we,” “our” or “us”) governing your use of WallP’s mobile applications and websites, payment processing services, hardware, and other products and services (together referred as the “Services”). Please read this Agreement carefully. The agreement is governed by the appropriate laws of India in this regard and the meaning and interpretation of the agreement is subjected to future modifications made and any additional guidelines provided by us. This Agreement is divided into two parts. Part One explains the terms that govern your use of the Services. Part Two contains additional legal terms and conditions, including provisions that define and limit our liability to you and grievance redressal mechanism for any potential legal dispute. To use the Services, you must accept all of the terms of this Agreement.

Part One: Terms Governing Use of the Service

  1. WallP Account Registration

    You must open an account with WallP (a “WallP Account”) to use the Services. During registration we will ask you for information including your name and other personal information. You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate the WallP Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements. The personal information provided by you in the account registration process shall be protected and safeguarded according to our privacy policy.

  2. Name

    You must use your or your business’ true and accurate name when signing up for a WallP Account. Ideally, the name you choose will be a reasonably descriptive name that clearly identifies you or your business. This name shall be used and appear for all commercial purposes while using the services. This name will also appear on the Buyer’s credit or debit card statement for all payments you accept using the Services.

  3. Software

    The software associated with mobile and website applications and hardware products is part of the Services. Among other things, the software enables you to access and use the Services. You must install any and all software updates to continue to use the Services.

  4. Verification and Inspection

    If your request to open a WallP Account is approved, WallP may request additional information from you at any time. For example, WallP may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, or other information. WallP may also ask for permission to inspect your business location. If you refuse any of these requests, your WallP Account may be suspended or terminated.

  5. Compatible Mobile Devices and Third Party Carriers

    Your WallP Account permits you to accept payment Card transactions, and to account for cash transactions, on compatible mobile devices. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to those with disabled hardware or software controls—sometimes referred to as “jail broken”—are not compatible mobile devices. You acknowledge that using a modified device to use the Services is expressly prohibited, constitutes a violation of the terms of this Agreement, and is grounds for termination of your WallP Account. WallP does not warrant that the Services will be compatible with your mobile device or third party carrier.Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

    1. Your WallP Account & Prohibited Activities

      By creating a WallP Account, you confirm that you are either a legal resident of India, or a citizen of India, or a business entity authorized to conduct business within the territory of the states of the union of India in which you operate. The Services and your WallP Account may only be used for business purposes in the India. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions control restrictions imposed by the laws and regulations of India.

      By creating a WallP Account, you also confirm that you will not accept payments in connection with the following businesses or business activities: (1) any illegal activity or goods, (2) buyers or membership clubs, including dues associated with such clubs, (3) credit counseling or credit repair agencies, (4) credit protection or identity theft protection services, (5) direct marketing or subscription offers or services, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) unauthorized multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone services, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment services, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) manual or automated cash disbursements, (16) prepaid cards, checks, or other financial merchandise or services, (17) sales of money-orders or foreign currency, (18) wire transfer money orders, (19) high-risk products and services, including telemarketing sales, (20) automated fuel dispensers, (21) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (22) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (23) internet/mail order/telephone order cigarette, tobacco or vaporizer sales, (24) drug paraphernalia, (25) occult materials, (26) hate or harmful products, (27) escort services, or (28) bankruptcy attorneys or collection agencies engaged in the collection of debt.

    2. Online Store

      Your WallP Account permits you to create, personalize, and maintain a website for your business using Online Store. If you use Online Store, you agree to make available to your Buyers a refund policy applicable to their online purchases. If you accept donations through Online Store, you acknowledge that you are aware of and in compliance with any applicable state or federal regulations, including registration or tax requirements.

  6. Our Role as Service Provider

    The Services allow you to accept payments, including Card-based payments initiated with Cards bearing the trademarks of MasterCard, Visa, Maestro, Rupay and American Express (collectively, the “Networks”). We are not a bank and we do not offer banking services as defined by the Reserve Bank of India.

    As a payment service provider, WallP facilitates the processing of payments you receive from your Buyers. This means that we collect, analyze and relay information generated in connection with these payments.

    In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. In some cases, Visa and MasterCard require that our Sellers enter into an agreement directly with WallP’s acquiring bank. If you are such a Seller we will provide you a “Commercial Entity Agreement” that you must complete in order to use the Services. This may happen during the registration process or at some other time. If you fail to complete a “Commercial Entity Agreement,” we may suspend or terminate your WallP Account. Similarly, if you are a high value customer, American Express may require that you maintain your agreement directly with them and designate WallP as your agent for American Express payments. If that is the case, we will notify you of such requirement.

  7. Your Authorization

    You authorize us in relation to the Services to act as your agent for the limited purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. Your authorizations will remain in full force and effect until your WallP Account is closed or terminated. You agree that our receipt of transaction proceeds satisfies the Buyer’s obligations to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback or Reserve withheld or applied in accordance with this Agreement.

  8. Restricted Use

    WallP-provided hardware products are for your use with the Services, and you may not act as a hardware product reseller. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party. This means that you may not use the Services to handle, process or transmit funds for any third party. You also may not use the Services to process cash advances. You may not use the invoices feature of the Services to send invoices to yourself or in any other manner for which the invoices feature is not intended.

  9. Unauthorized or Illegal Use

    We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement or any other WallP agreement, or that it exposes you, other WallP customers, our processors or WallP to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your WallP Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your WallP Account, and any of your transactions with law enforcement agencies and bureaus.

  10. Accepted Cards

    WallP works with any India-issued credit, debit, prepaid, or gift cards (“Cards”) with a Visa, MasterCard, Maestro, Rupay, American Express, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer. You understand that there may be times when the Buyer may not be the authorized user of the Card or that such Buyer may otherwise contest the transaction through the Chargeback process (described below). You agree to comply with the Chargeback process and to liability associated with such Chargebacks.

  11. Applicable Network Rules

    The Networks require that you and WallP comply with all applicable bylaws, rules, and regulations (“Network Rules”). The Networks amend their rules and regulations from time to time. WallP may be required to change this Agreement in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at www.visa.com, www.mastercard.com, and www.americanexpress.com.

    Network Rules currently prohibit you from dispensing cash on any Card transaction. The Network Rules also restrict your ability to assess a surcharge or split a single transaction in to multiple transactions except in certain limited situations.

    Your use of Network logos is governed by the Rules; you agree to familiarize yourself with and to comply with these requirements.

  12. Underwriting

    WallP will review the information that you submit in connection with your request to sign up for the Services. You agree that WallP may share information about you and your WallP Account with its processor and/or acquiring bank. After you submit your application, WallP or its processor and/or acquiring bank may conclude that you will not be permitted to use the Services.

    You authorize WallP to request identity verifying information about you, including a consumer report that contains your name and address. You further agree that WallP may periodically obtain additional reports to determine whether you continue to meet the requirements for a WallP Account.

    You agree that WallP is permitted to share information about you and your application (including whether you are approved or declined), and your WallP Account with your bank or other financial institution. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct WallP’s risk management process.

  13. Our Fees

    You agree to pay the applicable fees listed on our Fee Schedule (“Fees”) for use of the Services. Subject to the terms of this Agreement, we reserve the right to change our Fees upon seven days’ advance notice. You must agree to the change in Fees to continue to use the Services. To withdraw your consent, you will need to close your WallP Account. All Balances and all Fees, charges, and payments collected or paid through the Services are denominated in Indian Rupee.

    1. Access to WallP Account Funds

      Subject to the payout schedule identified below, we will deposit amounts received by us for transactions you submit through the Services (less any applicable Fees) to your verified bank account.

      If WallP is not able to debit or credit the bank account you link to your WallP Account, the bank account will be de-linked from your WallP Account.

      Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we have received or sent the funds and when we or the designated financial institutions have accepted the transaction or funds.

    2. Right of Setoff

      You grant us a security interest in, as well as a right of setoff against, and hereby assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under this Agreement, all of your right, title, and interest in and to all of your accounts with us. However, this grant will not apply to any accounts for which the grant of a security interest would be prohibited by law. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under this Agreement or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.

  14. Payout Schedule - Standard

    Once you validate your Indian bank account, WallP will automatically initiate a payout to your bank account at the end of every business days. Payouts to your bank account for payments received by you during business hours (before 5pm Indian Standard Time) will usually fund the next business day.

    WallP will transfer funds after three business days from the transaction date. Let's look at some examples of payout times:

    • Transaction is Done on Monday at 3pm IST; then transaction will be settled on Thursday
    • Transaction is Done on Monday at 6pm IST; then transaction will be settled on Friday
    • Transaction is Done on Friday at 3pm IST; then transaction will be settled on Wednesday

  15. Access to your WallP account during pending dispute

    Should WallP need to conduct an investigation or resolve any pending dispute related to your WallP Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as necessary to comply with applicable law or court order, or if otherwise requested by law enforcement or governmental entity.

  16. WallP Account History & Updates

    When a payment is made to your WallP Account, we will update your WallP Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your WallP Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your WallP Account and your use of the Services, and (b) reconciling all transactional information that is associated with your WallP Account. If you believe that there is an error or unauthorized transaction activity is associated with your WallP Account, you agree to contact us immediately.

  17. Reserve account

    At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your WallP Account or in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks (described below), refunds, or other indications of performance problems related to your use of the Services.

    The Reserve will be in an amount as reasonably determined by us or our processor to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history. The Reserve may be raised, reduced or removed at any time by WallP, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in WallP’s favor, or otherwise as WallP or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your WallP Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your WallP Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

  18. Delivery of products

    You shall dispatch/render the Products to the Customer only upon transaction confirmation from WallP. You acknowledge that WallP shall give confirmation only upon receipt of transaction confirmation in respect of the Transaction from the acquiring Bank. WallP shall not be responsible for any Transactions that have not been confirmed with WallP by the acquiring Banks.

    You shall ensure that it maintains Proof of Delivery with respect to each Transaction initiated through your Site for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by WallP and/or the Acquiring Banks at all times during working hours on Business Days. Notwithstanding any other Clause of this Agreement, you understand that WallP and/or the Acquiring Bank and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Amount to your Bank Account with respect to any Transaction. WallP and/or the Acquiring Banks have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if Proof of Delivery is not provided in accordance to this Agreement.

    You shall deliver the Product within the Delivery Due Dates specified at the time of making the transaction on your website. If you are unable to deliver the whole or any part of the Transaction within the Delivery Due Date, you shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.

    All risks associated with or arising out of the Delivery by you shall be solely that of yours and not WallP. Any and all legal or other disputes regarding quality, merchantability, non-Delivery, delay in delivery or otherwise shall be resolved directly between you and the Customer without making WallP and/or the respective Acquiring Bank a party to such disputes.

  19. Receipts

    When your Buyer is present at the time of the transaction and signs the WallP signature screen, you benefit from the Network Rules for card present transactions. You may give your Buyers the option to receive or decline a written receipt. As a convenience, but not in lieu of a written receipt, the WallP receipt screen offers Buyers a choice to sign-up to receive digital receipts delivered by WallP through SMS or email. Digital receipts may contain additional messages, offers, or links that may be of interest to Buyers. Buyers may be able to use the Services to submit feedback to you about their recent customer experience. When Buyers submit feedback using the Services, we share that feedback with you and allow you to send responses to Buyers who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, (d) to send abusive, harassing, excessive or objectionable messages, or (e) in any other manner that would violate any provision of this Agreement or WallP’s policies. If you do not wish to receive feedback or to report a problem with feedback from a Buyer or to report a problem with feedback from, you should contact WallP Support.

  20. Receipts for Non Governmental Organizations (NGO)

    If you operate a non governmental organization, you may offer WallP electronic receipts to your donors as a convenience, by completing the required fields in the “Account” section of our website. You acknowledge that not all payments made to your organization will be eligible for classification as “tax deductible to the extent allowed by law,” and you assume full responsibility for the classification of your transactions. WallP specifically disclaims any liability in this regard. The donations made to you and tax exemptions in relation to them shall be subjected to applicable tax laws of India.

  21. Liability relating to taxes

    You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our software and services (“Taxes”). You are also solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine the Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. WallP specifically and expressly disclaims any liability for Taxes.

  22. Customer Service responsibility

    You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a Buyer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are only responsible for customer service issues relating to any WallP Account, payment, Card processing, debiting or crediting.

  23. Refunds and Returns

    By accepting payment Card transactions with a WallP, you agree to process returns of, and provide refunds and adjustments for, your goods or services through online mode in accordance with this Agreement and Network Rules. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Buyers at the time of purchase, (c) not give cash refunds to a Buyer in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Buyer for postage that the Buyer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the Buyer, you may still receive a Chargeback relating to such sales.

    You can process a refund through your WallP Account up to one hundred eighty (180) days from the day you accepted the payment. If you are an Online Store Seller, you may not be able to process a partial refund. If your available WallP balance is insufficient to cover the refund, WallP will request your authorization to withdraw up to the requested refund amount from your bank account. WallP will then withdraw the amount you were paid (the sale amount minus the initial transaction fee) from your bank account, and credit it back into your Buyer’s Card. The Fees are also refunded by WallP, so the full purchase amount is always returned to your Buyer. WallP has no obligation to accept any returns of any of your goods or services on your behalf. WallP shall not have any liability in relation to disputes arising out of refund and return of goods between you and the buyer.

    In case of offline stores, returns and cancellations of products are not accepted.

  24. Shipping

    By accepting payment Card transactions with a WallP, you agree to ship the product on same day in case of offline store and within 7 days if you are an online store.

  25. Your Liability for Chargebacks

    The amount of a transaction may be reversed or charged back to your WallP Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a Buyer or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.

  26. Our Collection Rights for Chargebacks

    For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or our processor from your WallP Account (including without limitation to any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your WallP Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a Buyer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Buyer may dispute that transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including and without limitation, advocate’s fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all WallP Account deficit balances unpaid by you.

  27. Excessive Chargebacks

    If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your WallP Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Services.

  28. Contesting Chargebacks

    You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To this end, you permit us to share information about a Chargeback with the Buyer, the Buyer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your WallP Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner while investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee as determined by us for mediating and/or investigating Chargeback disputes.

  29. Our Set-off Rights

    To the extent permitted by law, we may set off against the Balances for any obligation you owe us under this Agreement, including any Chargebacks. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your WallP Account. If you owe us an amount that exceeds your Balance, we may charge or debit from a payment instrument registered in your WallP Account or any connected WallP Account (as well as set off against any Balance in any connected WallP Account). Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including and without limitation to advocate’s fees and expenses, collection agency fees, and any other applicable interest.

  30. Dormant WallP Accounts

    If there is no activity in your WallP Account (including access or payment transactions) for at least two years, consecutively, and you have a Balance, we will notify you by sending an email to the email address associated with your WallP Account and give you the option of keeping your WallP Account open and maintaining the Balance, withdrawing the Balance, or requesting a check. If you do not respond to our notice within thirty days, we will automatically close your WallP Account and escheat your funds in accordance with applicable law, and if permitted, to WallP.

  31. WallP Processing Errors

    We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the amount to which you were entitled, WallP will credit your WallP Account for the difference. If the error results in your receipt of more than the amount to which you were entitled, WallP will debit the extra funds from your WallP Account. WallP will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

  32. Your Privacy

    Your privacy is very important to WallP. Upon acceptance of this Agreement, you confirm that you have read, understood and accepted WallP’s Privacy Policy.

  33. Privacy as to information received from others

    By using the Services, you may receive information about Buyers or other third parties. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information or use the information for marketing purposes unless you receive the express consent of the Buyer or other third party. You are solely responsible for compliance with any privacy laws applicable to your use of the Services.

  34. Disclosures and Notices

    Upon acceptance of this Agreement, you confirm that you have read, understood, and accepted WallP’s E-Sign Consent policy. You agree that WallP can provide disclosures and notices required by law and other information about your WallP Account to you electronically by posting it on our website, or by emailing it to the email address listed in your WallP Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.

    If you wish to withdraw your consent to receiving electronic communications, you should contact WallP Support. If we are not able to support your request, you may need to terminate your WallP Account.

  35. Your Content

    In connection with your WallP Account, any business listing, and your use of the Services, you may be able to upload or provide photos, logos, products, promotions, advertisements and other materials or information (“Seller Content”). You agree that you will not upload or provide any Seller Content unless you have created that content yourself or you have permission from the content owner to do so.

    You grant us, our affiliates and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Seller Content throughout the world in any media in order to provide and promote the Services and WallP’s business. You retain all rights in your Seller Content, subject to the rights granted to WallP in this Agreement. You may modify or remove your Seller Content via your WallP Account or by terminating your WallP Account, but your Seller Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

    You agree not to upload or provide Seller Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with WallP’s or its partners’ products and services, as determined by WallP in its sole discretion; or (f) in WallP’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose WallP, its affiliates, its customers, or Buyers to harm or liability of any nature.

    You may be able to use the Services to create, manage and send marketing messages to Buyers who have elected to receive offers and updates from Sellers they frequent. WallP is not involved in your marketing messaging to Buyers, except for providing the Services that facilitate the creation, delivery and management of messages by you to Buyers. You (and not WallP) are the sponsor, sender and administrator of marketing messages you send using the Services. You are responsible for creating, managing and honoring any terms included in such messages, and for the Seller Content of your marketing messages, even if your WallP Account is closed, suspended, or terminated. Messaging features available in the Services are unrelated to, and do not account for, any customer relationship activities you may have or may engage with Buyers outside of the Services. You are solely responsible for compliance with federal, state, and local laws and regulations that apply to your messages. You may not use the Services to send unsolicited bulk messages. You agree to pay the applicable Fees for use of the Services.

    Although WallP has no obligation to screen, edit, or monitor any Seller Content, WallP reserves the right, and has absolute discretion, to remove, screen, edit, or disable any Seller Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Seller Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Seller Content, including any loss or damage to any of your Seller Content.

  36. Copyright and Trademark Infringement

    WallP respects the copyright and trademark rights of others and asks you to do the same. WallP has adopted a Copyright & Trademark Policy regarding claims that third party material infringes the copyrights or trademarks of others. WallP responds to all valid notices of such copyright and trademark infringement, and it is WallP’s policy to suspend or terminate the access privileges of those who infringe the copyrights and trademarks of others.

  37. Security

    We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

  38. Termination of account

    If your WallP Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Services, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that WallP shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion of your information or account data.

  39. Suspension or Termination by WallP

    We may terminate this Agreement or suspend or close your WallP Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and access to your WallP Account (including the funds in your WallP Account) if you (a) have violated the terms of this Agreement, any other agreement you have with WallP, or WallP’s policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

  40. Effect of Termination

    We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

Part Two: Additional Legal Terms

  1. Your License

    WallP grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services solely to accept and receive payments and to manage the funds you so receive, in accordance with this Agreement. The Services include our website, any mobile applications, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto, and hardware products provided to you by WallP. You will be entitled to download updates to the Services, subject to any additional terms, made known to you at that time, when WallP makes these updates available.

    While we want you to enjoy the Services, you may not, nor may you permit any third party to do any of the following: (i) access or monitor any material or information on any WallP system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with WallP with reference to this clause that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WallP; (iii) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Services or any WallP service or product, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Services except as expressly allowed under this section.

  2. Ownership and intellectual property rights

    The Services are licensed and not sold. WallP reserves all rights not expressly granted to you in this Agreement. The Services are protected by patent, copyright, trademark, trade secret and other intellectual property laws. WallP owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. This Agreement does not grant you any rights to WallP’s trademarks or service marks.

    For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

    You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our other products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place WallP under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WallP does not waive any rights to use similar or related ideas previously known to WallP, or developed by its employees, or obtained from sources other than you.

  3. Indemnity

    You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable advocate’s fees and legal expenses) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Network Rules; (b) your wrongful or improper use of the Services; (c) any transaction submitted by you through the Services (including without limitation the accuracy of any Seller Content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (e) your violation of any law, rule or regulation of the India or any other country; (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

  4. Representation and Warranties

    You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each Buyer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business and employees, including any applicable tax, wage and hour, and tip laws and regulations; (h) except in the ordinary course of business, no transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (j) no transaction submitted by you through the Services will involve your Cards (except for reasonable test swipes); and (k) your use of the Services will be in compliance with this Agreement.

  5. No Warranties

    THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WallP OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WallP, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

    WallP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WallP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

    1. Limitations of Liability and Damages

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WallP, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL WallP BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR WallP ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WallP, ITS PROCESSORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WallP, ITS PROCESSORS, SERVICE PROVIDERS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY WallP IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

      THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WallP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

      The Services are controlled and operated from facilities in the India. WallP makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Indian and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the India, or are a foreign person or entity blocked or denied by the Indian government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the India.

    2. Third Party Products

      All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. WallP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL WallP BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

  6. Disputes

    If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact WallP Support with any dispute. All legal disputes arising out of services are subjected to Jaipur, Rajasthan, India jurisdiction only.

  7. Governing Law

    This Agreement (and any dispute or claim relating to it, its enforceability or its termination) is to be governed by and construed in accordance with the laws of India. Each of the Parties agrees that, if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of this Agreement, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions between the Parties. If the said dispute(s) cannot be settled by mutual discussions within the thirty-day period provided above, either Party may refer the matter to a sole arbitrator to be mutually appointed in accordance with the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held under the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held in English language at Jaipur, Rajasthan. The courts at Jaipur, Rajasthan shall have the exclusive jurisdiction over any disputes relating to the subject matter of this Agreement.

  8. Limitation on Time to Initiate a Dispute

    Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

  9. Right to Amend

    We have the right to change, alter, modify or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at wallp.io or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any Dispute that arose before the modification shall be governed by the Agreement that was in place when the Dispute arose.

  10. Assignment

    This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WallP without restriction.

  11. Third Party Services and Links to Other Web Sites

    You may be offered services, products and promotions provided by third parties and not by WallP (“Third Party Services”). If you decide to use these Third Party Services you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that WallP is not responsible for the performance of these services. The Services may contain links to third party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by WallP. You agree that you access any such website at your own risk, and that the website is not governed by the terms and conditions contained in this Agreement. WallP expressly disclaims any liability for these websites. Please remember that when you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own rules and policies

  12. Other Provisions

    Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and WallP, and they describe the entire liability of WallP and its processors, service providers, suppliers, and licensors (and their respective affiliates, agents, directors, and employees) and your exclusive remedy with respect to your access and use of the Services. In the event of a conflict between this Agreement and any other WallP agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that WallP may have under trade secret, copyright, patent, or other laws. WallP’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

  13. Definitions

    “Buyer” means any person that presents a card to a Seller in order to make a payment.

    “Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and WallP including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, WallP advertising, and any use of WallP software or services. “Dispute” also includes any claims that arose before this Agreement and that may arise after termination of this Agreement.

    “Seller” means any person that signs up for a WallP account to accept payments using the WallP service.