As used throughout this Agreement, "website" refers to www.metaprise.online, our mobile site and application. The terms "you" or "your" refers to customers who register for, use or access the Services. The terms "we," "us" and "our" refer to Metaprise and its affiliates. Please note that headings in this Agreement are for reference only. Capitalized terms used but not defined in this Agreement shall have the meaning assigned in the terms and conditions of such Partner Bank services accordingly.
1. Our Services
You acknowledge and agree that Metaprise and its affiliates are not your bank or financial institution, and are not a money transmitter. Metaprise does not directly receive, hold, process, convert or transfer any funds on your behalf. Metaprise and its affiliates work with licensed service providers, including but not limited to Partner Banks and Payments Partners, to provide the Services.
2. Account Setup
To use some or all of the Services, you must first create an account profile ("Account"). Your Account gives you access to the Services, the Account and any other services that the Partner Bank and/or Payments Partner may offer from time to time. To register for an Account, you must provide certain information about you and your business, including without limitation personal information about the beneficial owners, principals or any employee of your business that will be permitted access or use the Services on behalf of your business. You must provide accurate and complete information in response to all registration inquiries. You may not create duplicate accounts for the same business, unless otherwise agreed by us. If we discover unauthorized duplicate profiles for the same user, the profiles will be merged or closed, in some cases without notification to you. You are responsible for keeping all information in your account profile up to date at all times.
You may designate and authorize certain third parties, for example employees or professional advisors, to access your Account, including entering into and confirming currency conversions and payments from the Wallet (each, an "Authorized User" ). Please be aware that designating an Authorized User does not relieve you of your responsibilities under these Terms or the terms and conditions of such Partner Bank and/or Payments Partner services accordingly.
We will deem any use of the Services, including any payments into and out of the Service, to have been carried out by you. You must create a user profile for each Authorized User and provide all requested information about such Authorized User. You may grant different permissions or levels of authority with respect to your Account to each Authorized User. You acknowledge and agree that you will be bound by the actions of your Authorized Users, until you provide us with written notice withdrawing or otherwise amending the authority of an Authorized User.
In order to comply with federal laws and regulations, we must obtain, verify and record certain information about you, your business and any associated officers, directors, partners, beneficial owners and employees (authorized users). Accordingly, we may request additional information or documents from you when you register an Account or any time thereafter. Examples of such documents or information include but are not limited to government-issued photo identification, business invoices, banking statements or other personal, financial or business information that may reasonably allow us to confirm your identity, verify beneficial ownership of your business, validate the purpose of your account or transaction or authenticate your funding source. By accepting these Terms, you authorize us to make inquiries with certain third parties, such as credit reporting agencies or other information providers, that we deem necessary to verify your identity or validate other information about your business. We reserve the right to suspend or limit access to the Platform and/or your Account if we are unable to sufficiently verify your information. Please be advised we may be required to keep records of such verifications for such a period of time as is required by federal law.
3. Accessing Services via API
You may access the Services through our API. To use the Services through the Metaprise APIs, we must first approve such access and you must at all times comply with all API Documentation and reasonable directions regarding the integration and use of the Metaprise APIs. It is your responsibility to ensure the security and integrity of your technical systems including limiting access to only authorized individuals and by imposing log-in and user authentication requirements.
4. Account Security
You, and your Authorized Users, are responsible for safeguarding log-in credentials. If you believe that your log-in information has been stolen or compromised, you must contact us immediately. To prevent unauthorized use of your Account, you should log in to your Account and check your account balance on a regular basis.
5. Instructions Processing
Our Platform allows you to send Instructions to your Bank and/or Payments Partner in order to send or transfer funds ("Instructions"). We process all Instructions on behalf of the Bank and/or Payments Partner. You may direct us to make conversion Payment or Conversion by providing the necessary information as prompted in the Metaprise Platform. You should check each Instruction carefully to ensure all information provided is correct, including the bank account details of any payee. If you do not provide accurate details, then we may not be able to carry out your Instructions correctly. In such cases, we will not be liable for any loss you incur, although we will use reasonable efforts to investigate and credit or return incorrect and inaccurately referenced payments into or from your Account. You should inform us promptly if you think a mistake has been made in your instructions. However, we may not be able to stop, amend or reverse a transaction undertaken in accordance with your instructions once a Confirmation has been issued. We may not process your transaction if your instructions are unclear, incomplete or contain an error.
6. Prohibitions of Use
In connection with your use of the Metaprise Platform, you will not and will not assist or enable others to:
7. Termination or Suspension
We reserve the right to terminate or suspend the Agreement and/or use of the Platform, upon notice to you, at any time and for any reason. Termination or suspension of Platform services will effectively terminate your access and use of Services.
8. Closing Your Account
You may close your account and terminate your relationship with us at any time by contacting Customer Support by emailing us at email@example.com.
10. Additional Services
We may from time to time offer additional products and services to you outside of the Services. Your use of such additional services may be subject to the terms and conditions of such services as may be provided to you.
11. Third-Party Materials
12. Relationship of the Parties
We act as a limited agent and provide the Services on behalf of the Bank and/or Payments Partner. We provide customer service, platform access, technology and software to coordinate transfers to recipients, among other functions. You acknowledge and agree that all banking and money transfer services are provided directly by the Bank or other third-party service provider. The Services may be made available or accessed in connection with services or products provided by certain third parties, including our affiliates and subsidiaries.
13. Intellectual Property Rights
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Metaprise Platform and our associated proprietary technology and software accessed through our applications and designed to provide you access to Services. Use of the Platform is limited to such access and use permitted by the features of the Services. Metaprise reserves all rights not expressly granted herein in the Platform and the Metaprise IP (as defined below). All intellectual property rights in and to the Metaprise Platform, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, and derivative work thereof are solely owned by Metaprise and its licensors. This Agreement does not transfer from Metaprise any ownership rights in the Metaprise Platform. Metaprise may terminate this license at any time.
You may not use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of our Metaprise Platform. You also may not reverse engineer, decompile, disassemble or attempt to extract the source code of the Metaprise Platform.
You hereby grant Metaprise a royalty-free, worldwide, non-exclusive, perpetual, irrevocable, transferable and sub-licensable to any affiliate or subsidiary, third party supplier and outsourcer, license to use your proprietary business and customer data, as well as details of your transactions transmitted via the Metaprise Platform ("Customer Data"), for the purposes of operating the Metaprise Platform, providing the Services, and fulfilling Metaprise's rights and discharging its obligations under this Agreement. You are solely responsible for the quality, accuracy, and completeness of any Customer Data transmitted via the Metaprise Platform.
14. Electronic Notices and Disclosure
As an online service, most of our communications with you including, but not limited to receipts, confirmations, statements, annual or periodic notices, updates to agreements and disclosures will be provided to you in electronic format, unless otherwise required by applicable law. We will provide these communications to you by posting them on the Metaprise website or by emailing them to you at the email address listed in your profile. You agree and consent to receive such communications in electronic format. You further agree that such electronic communications have the same meaning and effect as if we had provided you with a paper copy. You may withdraw your consent to receive all communications electronically, but if you do so you will no longer be able to use our Services. For full details on electronic receipt of communications, including system requirements please see our Metaprise E-Sign Disclosure and Consent for Electronic Communications.
15. Electronic Signature
By selecting the "I agree" box or typing your name as directed on any requisite form, you agree that your electronic signature constitutes your consent to be bound by the terms of this Agreement. You further acknowledge that your electronic signature is the legal equivalent of your manual/handwritten signature. You also agree that no certification authority or other third-party verification is necessary to validate your signature and that lack of such certification will not in any way affect the enforceability of your signature or any resulting agreement between you and Metaprise.
16. Legal Process
We may be required to respond to valid legal orders affecting you or your associated business entity, including but not limited to by subpoenas, liens, writs of attachment or other court orders, or we may be obligated to comply with applicable law or regulatory requests ("Legal Process"). As a result, we may take certain actions such as releasing your funds, freezing funds in your wallet, disclosing data or information about you and your account history to government agencies, enforcement authorities or other third parties. We will determine in our sole discretion what action is required of us. Unless otherwise prohibited by court order or applicable law, we will make reasonable efforts to notify you of any such action. You acknowledge that we do not have any obligation to contest or appeal any Legal Process involving you or your associated business entity. Metaprise is not liable for any losses, whether direct or indirect, that you may incur in relation to our response to a Legal Process or compliance with regulatory requirements or applicable law.
17. Warranties and Representations
By accepting these Platform Terms, you represent, warrant and covenant 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 and authority to enter into the Terms and bind the business named on the Metaprise account profile; (c) the information you provide to Metaprise about yourself, your business entities and your accounts maintained at other financial institutions is true, accurate and complete; (d) all transactions initiated by you using the Services will comply with all federal, state and local laws, regulations and rules; (e) you will not utilize the Services, directly or indirectly, for any fraudulent undertaking; (f) you will not use the Services to conduct transactions for personal, household or family purposes or for peer-to-peer money transmission; (g) all inbound funds represent a transaction for permissible products and services in accordance with our Prohibited uses.
18. Limitation of Liability
In no event will Metaprise nor any of its affiliates or suppliers be liable to you for any incidental, indirect, punitive, special, exemplary or consequential damages (including without limitation loss of data or loss of business, lost profits, loss of goodwill, compute damage or system failure or the cost of substitute products or for any damages for personal or bodily injury resulting from your use of our Services or delay or inability to use our Services, even if such damages are foreseeable by Metaprise, and whether or not you or Metaprise have been advised of the possibility of such damages.
Metaprise is not liable, and denies responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Account, wallet or data contained therein. Metaprise further denies responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; or (e) any errors, inaccuracies, omissions, or losses in or to any data provided to us.
You agree that any additional liability to you or any third parties, not otherwise disclaimed or denied by Metaprise is limited to the actual amount of direct and documented damages. You further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Metaprise during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. The use of the term "Metaprise" in this Section 18 (Limitation of Liability) means Metaprise, its affiliates and subsidiaries and its processors and suppliers (and their respective affiliates, subsidiaries, agents, officers and employees).
You agree to defend, indemnify and hold harmless Metaprise (and our respective affiliates, subsidiaries, officers, directors, employees, contractors, agents, licensors, and suppliers) from and against any and all claims, losses, judgments, damages, interest and expenses including without limitation reasonable attorneys' fees arising out of or relating to any claim, action, or other proceeding brought by any third party that arise out of or relates to: (i) any actual or alleged breach of your obligations, representations or warranties set forth in this Agreement; (ii) your wrongful or improper use of the Services; (iii) your violation of any federal or state law, rule, or regulation of the United States, or any other country; (iv) any other party's access and/or use of the Services using your log-in or security credentials; (v) any overpayment, invalid instructions, or payment caused by you; (vi) your violation of the rights of a third party; or (vii) the actions or inactions of any third party to whom you grant permissions to use your Metaprise account or access our Applications, software, systems operated by us or on our behalf.
20. Disclaimer of Warranty
THE METAPRISE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY. Metaprise SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
METAPRISE DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM OR SERVICES PROVIDED THROUGH THE PLATFORM ARE ACCURATE, CORRECT OR RELIABLE; THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM WILL BE AVAILABLE AT A PARTICULAR TIME OR LOCATION; THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Metaprise makes every effort to process transactions in a timely manner, but we make no representations or warranties regarding the time it takes to complete a particular transaction because our services are dependent upon many factors outside of our control.
21. Arbitration Agreement
PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND LIMITS HOW CLAIMS BETWEEN US ARE RESOLVED. Additionally, it contains a waiver that prohibits class and representative actions and any other non-individualized relief against us. For purposes of this arbitration provision (the "Arbitration Agreement"), references to you or Metaprise also include respective affiliates, subsidiaries, employees, processors, suppliers, agents, successors, and assigns as well as any other beneficiary of the Services.
You and Metaprise agree that any Disputes, except for actions brought in small claims court pursuant to subsection (c) or excluded under subsection (d), shall be resolved exclusively through final and binding arbitration by a single neutral arbitrator and not in a court of law. "Dispute" means any claim, controversy or dispute between you and Metaprise, including without limitation any state or federal statutory claim, common law claim or any claim based in contract, tort, fraud, misrepresentation or any other theory that arise from or relates to the breach, enforcement, interpretation or validity of any provision of this Agreement or the Terms. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Metaprise agree that the arbitrator will decide that issue as well.
Arbitration shall be administered by the American Arbitration Association (referred to as the "AAA"). The AAA will apply the Commercial Arbitration Rules, except as modified in this Arbitration Agreement, to the arbitration of any Dispute. The AAA's rules are available at www.adr.org. Notwithstanding subjection (l) concerning substantive law, you and Metaprise each agree that this Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act (9 U.S.C. §§1-16) will govern the interpretation and enforcement of this Arbitration Agreement.
As an alternative to arbitration, you may bring an individual action in small claims court in your county of your business' principal place of business, so long as the Dispute meets all the jurisdictional qualifications and provided that the matter remains in small claims court and advances only on an individual (non-class, non-representative) basis.
You and Metaprise agree that Disputes based on the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of party's intellectual property rights; or (ii) any claim seeking emergency injunctive relief or other provisional remedies.
A party who intends to seek arbitration must first notify the other party in writing at least 45 days prior to initiating the arbitration. Notice to Metaprise should be sent either by mail to Metaprise LLC, 9 E 53 Street, 5th Flr, New York, NY 10022, Attn: Legal Department; or by email to firstname.lastname@example.org. Notice to you will be sent to your email address and/or street address that Metaprise has on file or associated with your Metaprise account profile. It is your responsibility to keep your contact information up to date. The notice must describe the nature and basis of the claim(s) the relief being sought. If we are unable to resolve the Dispute within 45 days of receipt of the notice, either party may proceed to file a claim for arbitration with the AAA.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated herein. If your claim for damages does not exceed $75,000, Metaprise will be responsible for any initial filing fee in excess of $200. You may be able to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Metaprise will not seek and hereby waives all rights it may have under applicable law or the AAA rules to recover attorneys' fee and expenses if it prevails in arbitration.
If you bring a Dispute, any in-person arbitration hearing will be held in Delaware. If the value of the relief sought is $10,000 or less, you or Metaprise may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on both parties subject to the discretion of the arbitrator to require an in-person hearing. In the event that an in-person hearing is held, you or Metaprise may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator's decision will include the essential findings and conclusions upon which the award is based. The arbitrator's award will be binding on both parties and any court of competent jurisdiction may enter judgment upon the arbitrator's award. An arbitrator's decision or judgment thereon will not have any precedential or collateral estoppel effect.
To the fullest extent permitted by law, both you and Metaprise each agree that any Dispute against the other must be brought on an individual basis only and not as a plaintiff or class member in any class, consolidated or representative action or proceeding. The arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking the relief and only to the extent necessary to provide relief warranted by the individual party's claim. The arbitrator may not consolidate more than one person's claim and may not otherwise preside over any form or representative or class action. Any relief awarded by an arbitrator cannot affect or impact any other Metaprise customer. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
If for any reason, a Dispute proceeds in court rather than through arbitration, you and Metaprise irrevocably and knowingly waive any right to a trial by jury as to all arbitrable Disputes.
Any settlement offer made by you or Metaprise shall not be disclosed to the arbitrator, unless and until the arbitrator issues an award on the claim.
The arbitrator shall apply the substantive law of the State of Delaware, without regard to its conflict or choice of law principles. If for any reason a Dispute proceeds in court rather than through arbitration, all such Disputes arising out of or relating to this Agreement (other than small claims actions pursuant to subsection (b)) will be brought in the state courts located in the State of Delaware. In such cases, you and Metaprise hereby consent and submit to the exclusive personal jurisdiction of such courts.
With the exception of the provisions concerning Class Action Waiver (subsection (i)), if any other provision of this Arbitration Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such provision will be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.
22. Force Majeure
We will be responsible for any failure to fulfil any obligation for so long as, and to the extent to which the fulfilment of such obligation is impeded by an event beyond our reasonable control including: strikes, lock-outs, interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; extreme abnormal weather conditions; the imposition of a sanction, embargo or breaking off of diplomatic relations; or any change in applicable law. We will use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of our obligations.
23. Governing Law
You agree that this Agreement and any claim or dispute that has arisen or may arise between you and Metaprise will be governed by the laws of the State of Delaware, without regard to any conflict of law provisions.
24. Modification of Agreement
We may modify this Agreement at any time by posting a revised version on our website or by otherwise communicating such amendments to you. Any modification to this Agreement will become effective upon posting or notice to you. You will be deemed to have accepted the modification if you continue to use the Services after the amended Agreement has been posted. We may, at any time and without liability, modify or discontinue all or part of the Services.
You may not assign any rights or obligations under this Agreement, without our prior written consent. Any attempt to do so will be void and constitute a material breach of this Agreement. Metaprise may assign this Agreement without your consent upon reasonable notice to you.
26. Translation of Agreement
Any translation of this Agreement into a language other than English is provided solely for your convenience and is not intended to modify the terms of the Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall control.
27. Contact Us
If you have a question or complaint about our Services, please contact us at email@example.com or by writing to us at: 9 E 53 Street, 5th Floor, New York, NY 10022.
This Agreement and all policies and agreements incorporated by reference constitute the entire agreement between you and Metaprise for the provision of Services. Except where expressly stated otherwise, this Agreement will prevail over any conflicting policy or agreement related to the provision of Services. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of our right to enforce the same right or provision on a future date. If any provision of this Agreement is found to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The preceding provision shall not affect the severability and survivability provisions of the Arbitration Agreement. Upon termination of this Agreement for any reason, the following sections of this Agreement, in addition to any payment obligations under the Terms and any other provision that in order to give proper effect to its intent, shall survive and remain in effect: Section 18 (Legal Process); Section 19 (Limitation of Liability); Section 20 (Disclaimer of Warranty); Section 19 (Indemnification); Section 21 (Arbitration Agreement); Section 23 (Governing Law); Section 28 (General Provisions).