Terms and Conditions

1. ABOUT MASSPAY

MassPay Incorporated (herein referred to as “MassPay”), this Agreement is entered into as of

between MassPay, a Delaware corp. located at 6605 Grand Montecito Parkway, Suite 100, Las Vegas, Nevada 89149 and

MassPay is an agent/authorized delegate of multiple licensed money transmitters, all of which are money service businesses (MSBs) registered with FinCEN. Additionally, MassPay serves as a payment software provider to chartered financial institutions authorized under state and US federal banking laws.

MassPay offers, through its various licensed money transmitters and financial institution relationships, multiple payout options, including domestic and international bank deposits, cash pick up at hundreds of thousands of locations globally, home delivery in certain countries, prepaid cards, and mobile wallets.

2.THESE TERMS AND CONDITIONS

These Terms and Conditions are applicable to any entity processing payouts via MassPay’s Payout Services (the “Payer” or “you”) to a payee registered with MassPay to receive payments to their MassPay balance (the “Payee”), for commercial services rendered.

Payment via this service may be made independently by eligible Payers who completed their registration with MassPay and were approved to initiate payments (“Initiate Payments”), or in response to a payment request (“Payment Request”) made by a Payee to receive payment from the Payer.

These Terms and Conditions apply only to Payments and Payouts made through the MassPay Payout Services as detailed herein. If you wish to use additional MassPay Services, additional terms and conditions may apply. The timeframe for notification of unauthorized or rejected transactions  is varied based on the cause of rejection; however the Payer will generally be notified immediately upon MassPay’s denial the Payment or Payout request.  Please note that MassPay Services may involve transactions between jurisdictions with different payment laws and where different payment service providers may be involved in transactions between Payer and Payee, as such applicable conflict of law provisions of specific jurisdictions may not apply.

3.DEFINITIONS

  • “Business Day” means any day other than a Saturday or a Sunday, and (i) if is the service hereunder is provided to you by MassPay – a public or bank holiday in the United States.
  • “Fees” mean the charges payable for using the MassPay Payout Services as set out above.
  • “Payout Services” means a payment processing service offered by us through our website under which a person or entity can make a payment to a MassPay Payments Services Customer.
  • “Payment” means a Payer depositing money into the MassPay eWallet of a Payee.

* “Payout” means a Payee transferring funds out of the MassPay eWallet into the Payee’s possession.

* “MassPay” means MassPay Incorporated, and their subsidiaries and affiliates.

  • “MassPay Services” means all of our products and services and any other features, technologies, and functionalities offered by us on our website or through other means.
  • “MassPay website” or “website” means the website available at www.masspay.io.
  • “Terms and Conditions” means these MassPay Terms and Conditions for Payout Services published on the website and as may be amended from time.

4. PAYER INTERFACE AND REGISTRATION

You may choose to apply to use MassPay’s online platform for Payers (the “Payer Interface”) after the application process is complete and your application has been approved The Payer Interface provides you easy access to send Payments to your Payees, to view Payment Requests you receive, and tools to manage and track your Payments (including providing you with information of your activity as a Payer). The Payer Interface makes future Payments to Payees easier and faster. When you sign up to use the Payer Interface, you will be required to set up a password and Second Factor Authentication to protect your payment details and information saved by us.

If you are eligible, you may apply to register with MassPay to Initiate Payments subject to MassPay’s Know Your Customer (“KYC”) process, MassPay’s Know Your Business (KYB) process, and MassPay’s approval policies in place at the time of your application. When you register with MassPay to Initiate Payments, you authorize MassPay, directly or through third parties, to make any inquiries we consider necessary to validate your identity or the identity of your company, as applicable. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number or other information that will allow us to reasonably identify you or your company. We may require you to take steps to confirm ownership of your email address or financial instruments, to order a credit report, or to verify your information against third party databases or through other sources. We may also ask to see your driver’s license, passport or other identifying documents, as well as certain company documentation, at any time. U.S. Federal law requires that MassPay verify some of your details or your company’s details. MassPay reserves the right to close, suspend, or limit access to the Payer Interface in the event we are unable to obtain or verify this information or if the information does not satisfy our requirements.

If you are providing Payment details or registration information on behalf of a business or commercial entity, you must be legally authorized under the business entity’s formation documents and/or under applicable law to agree to these Terms and Conditions and provide such information.

You must ensure that any information you provide to us is always accurate and up to date and we shall not be liable for any loss arising from your failure to do so. You should report any irregularities or clarify any questions you have immediately by contacting MassPay’s Customer Care.

If you will be initiating payment transactions through your company’s Payer account, you are required to setup and utilize Second Factor Authentication.

Each individual logging into the Payer Interface must have their own unique login information. Under no circumstances are login credentials to be shared or used by multiple individuals.

You must take all reasonable steps to keep your Payer Interface login information, including your username and password, safe at all times and never disclose it to anyone. MassPay’s representatives will never ask you to provide your password to us or to a third party. Any message you receive or websites you visit that ask for your password, other than the MassPay Payer Interface, should be reported to us. If you are in doubt whether a website is genuine, you should contact MassPay Customer Care. It is advisable to change your password regularly by following the instructions on your Payer Interface to reduce the risk of a security breach. We also advise you not to choose a password that is easily determined from information someone may know or gather about you.

If you have any indication or suspicion that your login details, password or other security information has been discovered, stolen, misappropriated, used without authorization or otherwise compromised, you must immediately change your password, and contact MassPay Customer Care. Any delay or failure to notify us may affect the security of your Payer Interface and may result in your liability for any losses.

We may suspend your access to the Payer Interface or otherwise restrict its functionality for noncompliance with anti-money laundering regulations or MassPay risk management policies relating to the security of the Payer Interface or the suspicion of unauthorized or fraudulent use of the Payer Interface.

Regardless of whether you are using a public, a shared, or your own computer to access your Payer Interface, you must always ensure that your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer you are using. You may not allow anyone else to access your Payer Interface. You are responsible for the use of MassPay Services according to these Terms and Conditions.

We may close the Payer Interface and terminate these Terms and Conditions by providing you with a written notice via email. You may terminate your use of the Payer Interface and these Terms and Conditions by writing to us through the Contact Us page on the MassPay website. Termination of these Terms and Conditions will not affect any of the rights or obligations arising under these Terms and Conditions prior to termination.

5.MAKING A PAYMENT

After you are approved to process Payments through MassPay’s Payout Services you will have an account with a designated chartered financial institution (Your Designated Financial Institution) as outlined by MassPay. Depending on the designated charter financial institution being used, and your specific use case for MassPay’s Payment Services, your prefunding account may be in the name of your company or of Your Designated Financial Institution. MassPay may serve as a technology provider to Your Designated Financial Institution. You permit MassPay to provide management instructions for your funds to complete your payout requests.

Paying From Your Designated Financial Institution

If you choose to make a Payment to a Payee from Your Designated Financial Institution , the transaction will be in US Dollars and the payment will need to be made via bank wire or ACH. To ensure that funds are immediately available for Payment to Payee’s account, you must deposit funds into Your Designated Financial Institution72 hours in advance of Payment to Payee. All fees and payouts will be deducted from the available account balance. MassPay operates on a Good Funds model meaning that if there is not sufficient funds in Your Designated Financial Institution to cover a Payment, the Payment will not be sent to your Payee’s wallet.

Before initiating a Payment you must confirm that you have lawfully obtained the Payee’s approval to initiate the Payment, and to submit his/her personal information, for purposes of making Payments to the Payee through MassPay.

We reserve the right to reject or limit Payments or Payouts at any time for reasons related to compliance with anti-money laundering regulations or MassPay risk management policies where we have objectively justified reasons relating to the security of Payout Services or the suspicion of unauthorized or fraudulent use of Payout Services. When rejecting a payout, MassPay will notify you unless doing so would compromise security measures or is otherwise unlawful.

Upon completion of the Payout transaction, you will be provided with the following information: (i) transaction reference number that is unique to your Payout; (ii) confirmation of the exact amount MassPay is paying on your behalf; (iii) the charges or fees that have been paid to us for this transaction, together with a breakdown where applicable; and (iv) the date on which we received the Payment order from you.

6 .FEES

The fees charged by MassPay for Payout transactions utilizing MassPay’s Payout Services are specified in the transaction page on the MassPay website (“Fees”), and are incorporated herein by reference and form part of these Terms and Conditions. Fees shall be levied on an operational and transactional basis. You shall be responsible for any other fees charged by your Bank.

Monthly minimums may be added for low volume accounts. Additional passthrough extraneous fees such as ATM withdrawals, etc. exist, and are listed by partner on our website www.MassPay.io. Pricing Schedules are at the end of this document (Schedule A).

7.COMMUNICATIONS

To the fullest extent permitted by law, these Terms and Conditions and any other notices or other communications from MassPay to you regarding our services (“Communications”) may be provided to you electronically, and you consent and agree to receive Communications in an electronic form. Electronic Communications may be posted on the pages within the MassPay website and/or delivered to your email address. You must ensure that your email address on record with MassPay is always accurate and up to date; MassPay shall not be liable for any loss arising out of your failure to do so. Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notification pointing you to information on our website in a way that enables you to print and retain the information or another format that can be retained by you permanently for future reference. You are required to keep copies of all communications we send or make available to you.

In order to view emails, you need a computer with e-mail software that can display emails in HTML format. We may also send you attachments in Adobe Systems Inc.’s Portable Document Format (PDF), for which you need Adobe’s Acrobat Reader, which can be downloaded for free at www.adobe.com. We will make available different languages for communication, but we reserve the right to communicate with you in English and you will always accept communications made to you in English.

8.PROHIBITED TRANSACTIONS

Your use of MassPay services or of the MassPay website may not be for any illegal, fraudulent or other prohibited activity. If MassPay suspects that you may be engaging in or have engaged in a fraudulent, illegal or prohibited activity, including any violation of these Terms and Conditions, your access to the MassPay service and website may be suspended or terminated. Additionally, depending on the severity of the violations, we might report the transaction to the relevant law enforcement agency.

It is strictly forbidden to make payments as consideration for or in connection with:

  • Any illegal act;
  • Drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
  • Forex or Binary or any other variation of trading;
  • Payday loans;
  • Debt elimination, consolidation, or reduction services;
  • Cigarettes, tobacco or e-cigarettes;
  • Items that promote hate, violence, racial intolerance, or exploitation of a crime;
  • Goods or services that infringe on the intellectual property rights of a third party;
  • Fireworks;
  • Illegal Wildlife Trade;
  • Weapons (including without limitation, knives, guns, firearms or ammunition);
  • Replica and/or unlicensed branded goods;
  • Any other category or payer that MassPay decides to prohibit, in its sole discretion.

It is strictly forbidden to use the MassPay Payout Services 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. You are prohibited from using the MassPay Payout Service in any attempt to abuse, exploit or circumvent any law or regulation.

You may only use the MassPay Payout Services to pay a Payee for goods and/or services of a commercial transaction whose delivery or completion has been confirmed.

You may not use the MassPay Services if you are residing, working or conducting business in any country restricted by the U.S. Office of Foreign Assets Control in the United States Department of Treasury (OFAC) viewable at:

http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-ofForei gn-Assets-Control.aspx

or any country we may restrict from time to time in our sole discretion.

We reserve the right to suspend or terminate your use of the MassPay Payout Services at any time if we reasonably believe to be required to do so by law or to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.

If you conduct or attempt to conduct any transaction using Payout Services in violation of the prohibitions contained herein or without the necessary approval from MassPay we reserve the right to (i) reverse the transaction; (ii) terminate or suspend your use of the MassPay Payout Services; and/or (iii) report the transaction to the relevant law enforcement agency.

9 .CANCELLATION OF PAYMENTS AND REFUNDS

Except as set forth in these Terms and Conditions, all payment transactions processed through the MassPay Payout Services are non-refundable to you by MassPay and are non-reversible by you through the MassPay Payout Services. However, in the case of a payment that was incorrectly executed due to an error by us, we shall, within four (4) Business Days from your written request, refund the payment amount including all fees deducted therefrom, provided that you deliver such request to us, together with the details of the incorrectly executed transaction, within sixty (60) calendar days from the date of the transaction. You may also contact our Customer Care pursuant to the information provided in Section 11 below, with any inquiry or complaint about a failure by us to complete your payment transaction. You should review your periodic statement received from Your US Bank, which should reflect transactions done through the MassPay Payout Service.

If you are unhappy with deliverables provided by the Payee in consideration for your payment through our Payout Services, you should contact the Payee directly to resolve your differences. MassPay (and its agents and employees) will not be responsible or liable for any claims, demands, and/or damages (actual or consequential) resulting from or in any way connected with the commercial transaction between you and Payee and any dispute between you arising therefrom in respect to which Payment was made via our Payout Services (including but not limited to, with respect to the proper and timely delivery of goods or services).

10. EFFECT OF THESE TERMS AND CONDITIONS

If you have signed up to use the Payer Interface, you are responsible for regularly reviewing these Terms and Conditions before making a payment to a Payee using the MassPay Payout Services. You can always view the current Terms and Conditions in your Payer Interface. MassPay may amend or change the terms of these Terms and Conditions at any time and we will notify you of any changes via your email address and shall try to give you advance notice of material changes prior to their coming into effect. Any material changes will come into effect following the applicable notice to you. Any such change will not affect any transaction that was initiated prior to the effective date of such change. Your continued use of the Payout Services as a Payer after notice of the changes shall constitute your consent to such changes.

11 .LIABILITY

It is entirely your responsibility to ensure that you only make payments to persons or entities in connection with commercial transactions and in compliance with any applicable laws and regulations. The mere fact that a person or entity accepts payments through us is not an indication of the legality of the supply or provision of their goods and services. If you are in doubt as to the legality of a supply or purchase, you should not continue with your payment. MassPay does not have control over a Payee’s actions. MassPay makes no representation or warranty as to any products and services provided by any Payee.

Indemnification. Each party shall indemnify the other and its affiliates and their respective directors, officers, employees, and agents (each an “Indemnified Person”) against all liabilities, losses, expenses, or costs (including reasonable attorney’s fees) that, directly or indirectly, are based on conduct of the breaching party, information provided by breaching party, or the breaching party’s or its customers’ infringement on the rights of a third party.

Indemnification Procedure. The non-breaching party shall notify the breaching party promptly (within 30 days of the breach) of any demand for indemnification. The breaching party may assume the defense of any action, suit, or proceeding giving rise to an indemnification obligation unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Person in good faith. The breaching party may not settle any claim, action, suit, or proceeding related to this Agreement unless the settlement also includes an unconditional release of all Indemnified Persons from liability.

Additional Liability. The indemnification obligations shall not be the sole remedy for a breach and are in addition to any other remedies the non-breaching party may have against the other under this Agreement. The indemnification obligations survive the termination of this agreement.

Our obligation under these Terms and Conditions is limited to providing you with payment services and we are not responsible for the quality, safety or legality of any goods or services provided by a Payee.

12.COMPLAINTS

Any complaints about MassPay or the Services we provide should be addressed to us in the first instance by contacting MassPay Customer Care. You should clearly indicate that you wish to make a complaint to us. This helps us to distinguish a complaint from a typical query. We may send an acknowledgement of complaint or request additional information from you regarding your complaint.

Our goal is to provide you with a prompt answer and resolution to your complaint where possible. Nothing contained herein, however, constitutes a commitment by MassPay to resolve your complaint. MassPay Customer Care can be reached through the Contact Us page on the MassPay website: https://masspay.io/

13.DATA PROTECTION/PRIVACY POLICY

To enable MassPay Payout Services, MassPay requests and stores personal information applicable to you or to the Payee. In order to make a payment to a Payee, and/or create a Payer username you will be required to provide certain personal information about you or the Payee. If you choose not to provide this information, you may not be able to make the uploaded transaction or access the Payer interface, as applicable. The information you provide, and MassPay`s use of it, is subject to MassPay`s Privacy Policy. By accepting these Terms and Conditions, you will also be deemed to have accepted our Privacy Policy.

14.GENERAL

No person other than you shall have any rights under these Terms and Conditions. If you are an individual, you must be 18 years or older to make payments through MassPay Payout Services and by making a payment through this service you represent that you are 18 years or older. We may require at any time that you provide evidence of your age. Your obligations under these Terms and Conditions are personal to you and you may not assign any rights hereunder to any third party. We reserve the right to cease offering the Payout Services and terminate this agreement at any time.

The Payout Services are operated by MassPay Incorporated in the state of Delaware in the United States.

Choice of Law: This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to principles of conflict of laws, regardless of whether Delaware law governs the parties’ other rights, remedies, liabilities, powers and duties under the Agreement.

If any part of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable then such part shall be severed from the remainder of the Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

Binding Arbitration: The parties hereby agree that any and all claims, disputes or controversies arising from or related to this Agreement, whether existing at or arising after the effective date of the Agreement, shall be submitted to binding arbitration under the Delaware Rapid Arbitration Act, 10 Del. C. §§ 5801 et seq. (“DRAA”). Absent a written agreement signed by all parties hereto amending, waiving or modifying the rules for DRAA arbitrations adopted by the DRAA and the Delaware courts (the “Arbitration Rules”), the DRAA and the Arbitration Rules shall govern all aspects of the arbitration. In no event shall class arbitration be permitted, and the arbitrator shall have no authority to conduct any class arbitration. The parties knowingly and voluntarily consent to the waiver of any rights resulting from this Arbitration Provision or application of the DRAA or the Arbitration Rules.

The parties agree that arbitration shall be the sole and exclusive forum for resolving disputes subject to this Arbitration Provision. In the event a party initiates litigation in violation of this Arbitration Provision, such action shall be subject to dismissal, with the reasonable fees and expenses of the non-initiating party or parties paid by the party or parties that initiated the action. Nothing in this Arbitration Provision shall limit the right of a party to seek an order from a court of competent jurisdiction (a) dismissing litigation brought in violation of this Arbitration Provision or (b) compelling a party to arbitrate in accordance with this Arbitration Provision. In the event such an order is sought and obtained, the non-prevailing party shall pay all reasonable fees and expenses of the prevailing party. The parties stipulate and agree that a violation of this Arbitration Provision shall constitute irreparable harm and that, on proof of a breach, the party seeking relief from such violation shall be entitled to equitable relief including, but not limited to, an injunction or specific performance.

15.CONFIDENTIALITY

The Parties acknowledge that they may have access to knowledge, material, data, systems, and other information (hereinafter collectively referred to as “Confidential Information”) concerning any Party’s business and operations or that of its affiliated companies, and/or of third parties with which Service Provider may have been placed in contact by any Party and pertaining to projects on which any Party is working pursuant to this Agreement, which Confidential Information may not be accessible or known to the general public. The Parties agree not to use or divulge such Confidential Information to others without the other Party’s prior written permission. The provisions of this Section 15 shall survive the expiration or sooner termination of this Agreement.

The Parties agree to keep the terms and conditions of this Agreement confidential and neither party will disclose any such terms and conditions to any person or entity without the other’s prior written consent.