Terms of Service
These Terms of Service govern your access to and use of the website located at https://Walapay.io and any related products or services provided by Walapay.
By accessing https://walapay.io, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, including the Walapay Privacy Policy, you are prohibited from using or accessing this website or using any other products or services provided by Walapay (“Products and Services”).
We, Walapay, reserve the right to review and amend any of these Terms of Service at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms of Service will take effect immediately from the date of publication.
YOU MAY NOT USE OUR WEBSITE OR SERVICES IF YOU: (A) DO NOT AGREE TO THESE TERMS; (B) ARE NOT THE OLDER OF: (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT; OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S FUNCTIONALITIES BY APPLICABLE LAW.
These Terms of Service were last updated on March 31, 2024.
1. Introduction and Definitions
1.1 Introduction
Sora Mail, Inc. (hereafter referred to as "Walapay" or "The Company") is a payment orchestration platform servicing global marketplaces. Its primary mission is to facilitate swift and cost-effective payouts for marketplaces to their sellers and suppliers on a global scale. At the heart of Walapay's services is an API and a dashboard, providing access to a payouts orchestrator and a compliance engine. These essential components empower our customers to utilize the most efficient payment methods available, ensuring both speed and affordability while remaining fully compliant with regulatory standards.
1.2 Definitions
In these Terms of Service, the following definitions apply:
"Company" or "Walapay" means Sora Mail, Inc., the owner and operator of the Walapay platform and services.
"User" means any individual or entity that uses the Walapay platform and services, including but not limited to marketplaces, sellers, suppliers, and payout recipients.
"Transaction" means any payment, payout, or other financial operation facilitated through the Walapay platform."Platform" refers to the Walapay website, mobile applications, application programming interfaces (APIs), and any other digital interfaces or tools provided by the Company."Services" means the payment orchestration, compliance, and other related services offered by Walapay to its Users. See section 4 for more details.
2. Scope and Acceptance of Terms
2.1 Scope of the Terms
These Terms of Service ("Terms") govern the use of the Walapay platform and all related Services provided by the Company. By accessing or using the Walapay Platform, you agree to be bound by these Terms, as well as any additional terms and policies referenced herein.
2.2 Acceptance of Terms
These Terms constitute a binding agreement between you, as a User of the Walapay platform and Services, and the Company. By registering for a Walapay account, accessing or using the Walapay Platform, or engaging with the Company's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
2.3 Modifications to Terms
The Company reserves the right to modify these Terms at any time. Any changes to the Terms will be effective upon posting the revised Terms on the Walapay Platform. Your continued use of the Platform and Services after such changes constitutes your acceptance of the revised Terms.
2.4 Additional Terms and Policies
The Terms incorporate by reference any additional terms, guidelines, policies, and disclaimers published on the Walapay Platform or made available to you. You agree to comply with all such supplementary terms as a condition of using the Platform and Services.
3. User Eligibility and Registration
3.1 Eligibility Requirements
The Walapay platform and Services are intended for business or commercial use only. Individual users must be at least 18 years of age or the age of majority in their jurisdiction, whichever is higher, to access and use the Walapay platform.
3.2 Registration Process
To use the Walapay platform and Services, Users must register for a Walapay account by providing accurate, current, and complete information as prompted by the registration form. This includes, but is not limited to, the User's legal name, business information, contact details, and any other required identification documents or credentials.
3.3 Identity and Credit Verification
As part of the registration process, Walapay may conduct identity and credit verification checks on Users, either directly or through third-party providers. Users authorize Walapay to make any inquiries deemed necessary to validate their identity, account information, and business details, including obtaining personal and/or business credit reports.
3.4 Account Security
Users are responsible for maintaining the confidentiality of their Walapay account login credentials, including their username and password. Users agree to immediately notify Walapay of any unauthorized access or use of their account. Walapay shall not be liable for any loss or damage arising from a User's failure to comply with these security requirements.
3.5 Business Accounts
Users registering on behalf of a business entity represent and warrant that they are duly authorized to bind the business and that all employees, officers, or agents accessing the Walapay platform are also authorized to do so. Users assume the full risk of any fraudulent, unauthorized, or improper use of their Walapay account and login credentials.
4. Description of Services
The “Services” include (a) the Walapay website, (b) the Payment Services (defined in section 5) and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to these Terms.
5. Payment Services
5.1 Payment Orchestration Services
Walapay provides a payment orchestration platform that enables transactions and payouts between its Users, which include marketplaces, merchants, and other service providers (collectively, "Platforms"), and the Platforms' customers (each, an "End User"). The payment orchestration services include: a) Facilitating the sending of invoices and collecting payments via debit card, credit card, electronic funds transfer, and automated clearing house (ACH) transfers. b) Enabling the payout of proceeds to End Users through their chosen payout method, and receiving proceeds on behalf of End Users. c) Providing other payment-related services necessary for the provision of the above services.
5.2 Partnership with Payment Providers
Walapay partners with licensed financial institutions and payment service providers (each, a "Payment Partner") to deliver the payment orchestration services. Walapay assumes no liability or responsibility for the acts or omissions of its Payment Partners. The Payment Partners may impose additional terms and conditions separate from these Terms of Service ("Payment Partner Terms"), which Users agree to comply with when using the payment orchestration services.
5.3 Transaction Specifications
Walapay agrees to facilitate, through its licensed Payment Partners, pay-in-and-pay-out requests from its Users. Specifically, Walapay shall provide an interface (an API and dashboard) through which transactions may be initiated, and to interface with third-parties that are licensed to process payment transactions to enable the User's requests to be completed.
5.4 Agency Appointment for End Users
By accepting these Terms or by accessing and using the Walapay platform and services, End Users authorize and appoint Walapay to act as their payment agent. End Users direct Walapay to process payments on their behalf. Payments to an End User are irrevocable, except in the limited circumstance where a payment has been sent in error and the End User has not yet received the payment. End Users agree that a payment to Walapay constitutes payment to the End User, and receipt of payment by Walapay extinguishes the Platform's obligation to the End User, regardless of whether Walapay actually remits the funds to the End User.
5.5 Limitations and Restrictions
Walapay or its Payment Partners may reject a User's request for a transaction at any time for any reason. There may be limits on the amount, frequency, and type of transactions that can be conducted using the payment orchestration services, which Walapay may not disclose for security reasons. Walapay reserves the right to refuse to process any payment if it reasonably believes the activity or transaction would result in a violation of these Terms, the applicable payment method rules, or applicable law.
6. Rights and Responsibilities
6.1 User Responsibilities
Users of the Walapay platform and services agree to the following responsibilities:
a) Provide accurate, complete, and up-to-date information during the registration and onboarding process, as well as maintain the accuracy of such information.
b) Protect the confidentiality of their Walapay account login credentials and prevent unauthorized access or use of their account.
c) Comply with all applicable laws, regulations, and payment network rules when using the Walapay platform and services.
d) Refrain from engaging in any fraudulent, abusive, or illegal activities on the Walapay platform.
e) Promptly notify Walapay of any unauthorized access, suspicious activity, or errors related to their account or transactions.
f) Cooperate with Walapay in any investigations, audits, or information requests related to the use of the platform and services.
6.2 Walapay's Rights and Responsibilities
Walapay shall have the following rights and responsibilities in relation to the platform and services:
a) Monitor User transactions and account activity for compliance, security, and fraud prevention purposes.
b) Require Users to provide additional information or documentation to verify their identity or transactions, as deemed necessary by Walapay.
c) Temporarily suspend, limit, or terminate a User's access to the platform and services if Walapay reasonably believes the User is engaged in prohibited or illegal activities.
d) Maintain the confidentiality of User information in accordance with Walapay's Privacy Policy.
e) Maintain the functionality and availability of the Walapay platform and services, subject to reasonable downtime for maintenance and updates.
f) Modify the Walapay platform, services, and these Terms of Service from time to time, as necessary to comply with applicable laws and regulations or to improve the user experience.
7. Intellectual Property
7.1 Ownership of the Walapay Platform
The content, arrangement, and layout of the Walapay website, mobile applications, API, and any associated computer code are proprietary to Walapay, either owned or under license. This intellectual property may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, or used to create derivative works without the express permission of Walapay, except as permitted by the functionality of the Walapay platform or these Terms of Service.
7.2 Third-Party Intellectual Property
The above provisions also apply to any third-party property used as part of the Walapay platform, including but not limited to third-party computer code, such as source code, object code, frameworks, CSS, JavaScript, or similar files, templates, modules, or related documentation.
7.3 User Feedback
If a User chooses to provide Walapay with suggestions for improvements to the Walapay platform and/or services (collectively, "Feedback"), Walapay shall own all rights, title, and interest in and to such Feedback. The User hereby irrevocably assigns all rights, title, and interest in the Feedback to Walapay and waives any moral rights in favor of Walapay, its successors, and assigns. The User agrees to provide Walapay with any assistance required to document, perfect, and maintain Walapay's rights to the Feedback. The User acknowledges that by providing Feedback, they are not entitled to any compensation or reimbursement from Walapay.
7.4 API License
If a User chooses to download and use the Walapay API, no ownership in the API or its constituent computer code is transferred to the User. Walapay grants the User a non-exclusive, worldwide, personal, non-transferable, non-assignable, and non-sublicensable, royalty-free license to use the API as contemplated in the API documentation. The API documentation may include additional terms that govern the use of the API ("API Terms of Use"), which the User agrees to be bound by when downloading and using the API.
7.5 Enforcement of Intellectual Property Rights
Walapay reserves the right to take appropriate legal action against any unauthorized use or infringement of its intellectual property rights, including but not limited to civil and criminal penalties, as permitted by applicable laws and regulations.
8. Data Privacy and Security
8.1 Data Privacy Practices
Walapay is committed to protecting the privacy and security of User information. Walapay's data privacy practices are outlined in the Walapay Privacy Policy, which is incorporated by reference into these Terms of Service. Users agree to the collection, use, and disclosure of their personal information in accordance with the Privacy Policy.
8.2 User Information
In the course of using the Walapay platform and services, Users may be required to provide various types of personal and business information, such as legal names, contact details, financial data, and identification documents. Users agree to provide accurate and complete information, and to promptly update any changes to this information.
8.3 Data Security Measures
Walapay implements reasonable administrative, technical, and physical security measures to protect User information from unauthorized access, use, or disclosure. These measures include encryption, access controls, and monitoring of the Walapay systems and infrastructure.
8.4 Disclosure of User Information
Walapay may disclose User information to its affiliates, service providers, or government authorities as necessary to provide the Walapay services, comply with legal obligations, or respond to valid requests. Walapay will only disclose the minimum amount of information required for such purposes.
8.5 User Responsibilities
Users are responsible for maintaining the security of their own devices, networks, and account credentials used to access the Walapay platform. Users agree to notify Walapay immediately of any suspected unauthorized access or data breaches related to their Walapay account.
8.6 Data Retention and Deletion
Walapay will retain User information for as long as necessary to fulfill the purposes outlined in the Privacy Policy, or as required by applicable laws and regulations. Users may request the deletion of their Walapay account and associated information, subject to Walapay's data retention policies and legal obligations.
8.7 Updates to Privacy Practices
Walapay reserves the right to update its Privacy Policy and data privacy practices from time to time. Users will be notified of any material changes, and their continued use of the Walapay platform and services will constitute acceptance of the updated practices.
9. Limitations of Use
By using this website, you warrant on behalf of yourself, your users, and other parties you represent that you will not:
- modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on this website;
- remove any copyright or other proprietary notations from any materials and software on this website;
- transfer the materials to another person or “mirror” the materials on any other server;
- knowingly or negligently use this website or any of its associated services in a way that abuses or disrupts our networks or any other service Walapay provides;
- use this website or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material;
- use this website or its associated services in violation of any applicable laws or regulations;
- use this website in conjunction with sending unauthorized advertising or spam;
- harvest, collect, or gather user data without the user’s consent;
use this website or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties;
- or use this website if you are a citizen of or otherwise accessing the Website from the nations of Belarus, Burma, China, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe, or if the User is otherwise listed as a Specially Designated National by the United States Office of Foreign Asset Control (“OFAC”) (collectively, “Prohibited Jurisdictions”).
Additionally, the User agrees not to:
- Be likely to deceive or defraud, or attempt to deceive or defraud, any person, including (without limitation) providing any false, inaccurate, or misleading information (whether directly through the Services or through an external means that affects the Website) with the intent to unlawfully obtain the property of another or to provide knowingly or recklessly false information, including in any way that causes inaccuracy among the content on the Website or on the Services.
- Use the Services to manipulate or defraud any DEX, oracle system, or blockchain network, or the users thereof.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, misrepresent the User’s identity, or misrepresent its affiliation with any person or organization. Engage in any activity or behavior that violates any Applicable Laws concerning, or otherwise damages, the integrity of the Website or the Services, or any other service or software which relies on the Services.
- Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case as it relates to the Website or the Services.
- Use the Website in any manner that could disable, overburden, damage, impair, or interfere with any other party’s use of the Website, including the ability to engage in real time activities through the Website or with the Services.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Website or the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Website, the Services, the Participants, any underlying blockchain, or any of the Service’s related utilities or functionalities.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website, including any underlying blockchain. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
- Attack the Website, the Services, or any of the Services’ underlying blockchain networks or technologies, or any other functionality with which the Services interact via a denial-of-service attack or a distributed denial-of-service attack.
- Encourage or induce any third party to engage in any of the activities prohibited under these Terms.
- Otherwise attempt to interfere with the proper working of the Website or the Services.
10. Liability
Our website and the materials on our website are provided on an “as is” basis and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of intellectual property, or warranties arising from course of performance. Walapay does not represent or warrant that the Products or Services are reliable, current, error-free, free of viruses or other harmful components, resistant to hacking or other malicious actions.
Except for the express statements, agreements and rules set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or agreement, whether written or oral, with respect to your use and access of the Products and Services.
In no event shall Walapay or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use this website or the materials on this website. In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise.
To the maximum extent permitted under applicable law, Walapay and its affiliates, shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors disclaim all liability for any direct, incidental, indirect, special, punitive, consequential, exemplary, or similar damages or liabilities whatsoever (including, but not limited to, damages for loss of data, information, revenue, profits, goodwill, or other businesses or financial benefits) based on contract, tort, strict liability or any other theory, arising out of the Products and Services, even if Walapay has been advised of the possibility of such damages.
11. Disclaimer
Walapay does not warrant that the platform and services will be uninterrupted, timely, secure, error-free, or virus-free. Walapay makes no warranty as to the results that may be obtained from the use of the platform and services, and no information, advice, or services obtained by the User from Walapay or through the platform shall create any warranty not expressly stated in these Terms of Service.
Cryptographic tokens, systems, and technologies carry inherent risks. By using or interacting with the Products and Services, you represent that you are familiar with blockchain technology and aware of their inherent risks, including risks of theft or loss of your assets. Walapay values the security of your assets, and strives to incorporate advances in security measures, but we cannot guarantee full security of the Products and Services. By using or accessing the Products and Services, you assume the inherent risks, including security risks, of the underlying blockchain technology, and will not hold Walapay liable for damages or losses related to such risks.
Blockchain software and applications are subject to flaws and vulnerabilities. By using or accessing the Products and Services, you acknowledge the associated risks and that the Products or Services could be subject to flaws, errors, and vulnerabilities. You will not hold Walapay liable for damages or losses related to such risks. You are solely responsible for properly configuring and using the Products and Services and taking appropriate action to secure, protect, and backup your accounts and assets. You will not hold Walapay liable for any unauthorized access that may occur to your accounts and assets.
Cryptographic assets are highly volatile. The costs of transacting on such technologies are variable and may increase in the future, with or without notice to you. By using and accessing the Products and Services, you acknowledge and assume such risks, and will not hold Walapay liable for any damages or losses related to such risks.
Walapay and the Products and Services could be impacted by legislative and regulatory actions, changes, or inquiries, which could impede the availability and performance of the Products and Services. By using and accessing the Products and Services, you acknowledge and assume such risks, and will not hold Walapay liable for damages or losses related to such risks.
Walapay may work with third-party software and services providers and partners (“Service Providers”) to enhance your experience and improve the functionalities of the Walapay Products and Services. We have implemented customary vetting processes for the partners we work with. Nonetheless, we cannot guarantee that services and products of third-party Service Providers are free of errors and vulnerabilities. By using the Products and Services, you assume the risks that services and products by third-party Service Providers may cause damages and loss to your accounts or assets and will not hold Walapay liable for such damages and losses.
Further, Walapay will not be liable for any delay or failure to perform its obligations under these Terms due to conditions reasonably beyond Walapay’s control.
12. Indemnification
12.1 Scope of Indemnification
Notwithstanding any other term of these Terms of Service or any action or inaction by Walapay or its representatives, Users agree to indemnify, defend, and hold harmless Walapay, its affiliates, and their respective representatives from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees), claims or demands, arising out of:(i) The User's use of or connection to the Walapay platform, website, information, or materials; (ii) The User's participation in any activities arising from the Walapay platform, information, or third-party services; (iii) The User's violation of, or failure to perform their obligations under, these Terms of Service, the Walapay Privacy Policy, or any other applicable agreement; or (iv) The User's violation of the rights of any third party.
12.2 Notice of Claims
Walapay will provide the User with prompt notice of any claim or action that may be subject to indemnification under this section.
12.3 Walapay's Right to Defend
Walapay reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User. In such cases, the User agrees to cooperate with Walapay's defense efforts.
12.4 Continuing Obligations
The User's indemnification obligations will continue to apply even after the termination or expiration of these Terms of Service and the User's relationship with Walapay.
13. Accuracy of Materials
The materials appearing on our website are not comprehensive and are for general information purposes only. Walapay does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this website, or otherwise relating to such materials or on any resources linked to this website.
14. Links
Walapay has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by Walapay of the site. Use of any such linked site is at your own risk and we strongly advise you make your own investigations with respect to the suitability of those sites.
15. Right to Terminate
We may suspend or terminate your right to use our website and terminate these Terms of Service immediately upon written notice to you for any breach of these Terms of Service or for any reason at the sole discretion of Walapay.
16. Class Action Waiver
You and Walapay waive any right to assert any claims against the other as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be ineffective. To the extent that either party is permitted by law or court of law to proceed with a class or representative action against the other, the parties agree that the prevailing party shall not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action, and that the party that initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
17. One Year Limit to Bring Claims
You and Walapay agree that any claim arising out of or related to any Walapay website, product, or service must commence within the lesser of one (1) year after the claim arises; otherwise, such claim is permanently barred. This clause applies equally to claims brought by Walapay and against Walapay.
18. Severance
Any term of these Terms of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms of Service is not affected.
19. Governing Law
These Terms of Service are governed by and construed in accordance with the laws of the State of Delaware. You irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
All claims arising out of or relating to these Terms, including the interpretation, applicability, enforceability, and formation of the Terms, the enforceability of the Dispute Settlement provision, the parties’ relationship with each other, your access and use of the Products and Services, shall be finally settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and Mediation Procedures, and not as a plaintiff or class member in a purported class or representative action. You and Walapay further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including Walapay.
The seat of the arbitration shall be New York, New York. Both parties agree to submit to the personal jurisdiction of any federal and state court in New York, New York, for the sole purpose of compelling arbitration, confirming, modifying, vacating or entering judgment on the award entered by the arbitrator.
Awards entered into through arbitration shall be final and binding on the parties.