IVY SOFTWARE UTILITY TERMS OF USE

Last Revised 10/31/21
These Terms of Use (“Terms”) are entered into by and between you and Waly Cash Inc. ( (“we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, govern your access to and use of the IVY Utility (defined below), including any content, functionality and services offered in connection therewith.
What is the IVY Utility and How Does It Work?
Welcome to the IVY software utility (“IVY Utility”). The IVY Utility is a smart contract browser-based software mechanism that users may use to initiate and sign a blockchain transaction between two addresses. An initiating or sending user can present a Quick Response (QR) code (representing a URL) to a recipient user, and when the recipient user scans the code and loads the URL in their web browser, the value is moved from the blockchain wallet address associated with the code being held by the sending user to a new blockchain address now controlled by the recipient user. These addresses are controlled and tracked by a public smart contract. When the sending user shares the URL with the recipient user, and that URL is loaded into the recipient user’s web browser, several steps occur automatically. The public smart contract signs and associates the ownership of the token value(s) to a new address controlled by the public smart contract. Using key parameters (Index Key, Claim Key, Private Key), the software mechanism produces a signed message to the public smart contract, which cryptographically verifies that the sender properly authorized the transfer of their tokens. Once verified, the public smart contract moves tokens out of one address, and into another. The user controls whether these steps occur; we do not. While the IVY Utility is a useful tool for interacting with the public smart contract, it is not required to use the public smart contract. Any software that can send the correct parameters to the public smart contract for decryption and execution can interact with it (e.g., MetaMask). The public smart contract is controlled entirely by parameters held by the users, not by us. Because there are ‘gas fees’ required in connection with certain blockchain write transactions (e.g., Ethereum) that users may initiate using the IVY Utility, this fee amount must be paid, when applicable, by the user initiating a transfer in order for the public smart contract to sign and send a transaction between two smart contract addresses. When a user initiates such a transfer, the public smart contract will reduce the amount transferred by the value of the gas fees. This reduction is initiated and controlled by the user, not by us. We have no control over the user’s gas fees. Where the token cannot itself be used to pay a necessary gas fee, the user will obtain the necessary gas from a decentralized exchange by initiating the transfer. We do not control this decentralized exchange or the user’s initiation of a transaction on the decentralized exchange. By initiating a transfer involving a transaction on a decentralized exchange, the user also initiates the transaction on the decentralized exchange. We cannot and will not initiate this decentralized exchange transaction for the user. Each time a sending user creates a transaction sending tokens using the IVY Utility, a percentage of the total token value is sent to a dedicated account owned by us. The fee is currently two percent (2%) of the total token value, with a maximum fee of 1 ETH, which may be updated in the public smart contract at any time and in our sole discretion, by notifying you of such change, which may occur through a variety of means, including a change to the “Last Revised” date set forth above and other reasonable means to be determined at our discretion. Any change to the fee amount shall be effective immediately upon such notice. Please check these Terms for changes whenever using the IVY Utility.
Section 1: Accepting These Terms
These Terms of Use (“Terms”) set out your rights and responsibilities when you use the IVY Utility, so please read them carefully. By using the IVY Utility, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you hereby certify that you are at least the age of majority in your jurisdiction. If you do not agree to these Terms, you must not access or use the IVY Utility. While the IVY Utility facilitates transactions that transfer blockchain tokens between a sender and a recipient, we do not in any way control those blockchain tokens, and only users can initiate a transfer or withdrawal of those blockchain tokens. It is impossible for us to transfer or withdraw those blockchain tokens, because we do not possess the private key necessary to initiate a transfer and cannot see the QR code that users create using the IVY Utility. PLEASE NOTE THAT SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THE DISPUTE DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN COLLECTIVE ACTION, WHETHER THAT BE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. We reserve the right to change or modify these Terms at any time and in its sole discretion and we may notify you of such changes through any of a variety of means, including a change to the “Last Revised” date set forth above and other reasonable means to be determined at our discretion. All changes shall be effective immediately. Please check these Terms periodically for changes. You agree and understand that by using the IVY Utility following any change to these Terms, you agree to the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms from time to time to ensure that you understand the terms and conditions that apply when you use the IVY Utility. As we do not handle or transmit users’ blockchain tokens in any way other than the receiving fees paid to us, we shall have no responsibilities relating to the transmission of blockchain tokens, including, but not limited to, determining the withholding, sales, use, value added, transfer or other taxes, if any, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to any transactions you may make using the IVY Utility. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities.
Section 2: Suspension
You acknowledge that we have the right to immediately suspend access to the IVY Utility, and to pause or cancel the IVY Utility altogether. You may not use the IVY Utility for: money laundering or any other illegal activity; to engage in fraudulent activity; or to engage in transactions in violation of these Terms. We cannot suspend or control your ability to use the public smart contract used by the IVY Utility because we do not control this smart contract.
Section 2: Ownership
The IVY Utility and all materials contained therein, including, without limitation, the Waly Cash Inc. and IVY Utility logos, copyrights, service marks, trademarks, trade names, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “IVY Content”) are the proprietary property of Waly Cash Inc. or our affiliates or licensors, as applicable. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, reverse engineer or disassemble any software or otherwise make unauthorized use of the IVY Utility or IVY Content. We reserve all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the IVY Content, except for the limited rights expressly set forth in these Terms.
Section 4: Prohibited Uses of the IVY Utility.
As a condition of your use of the IVY Utility, you hereby represent and warrant that you will not use the IVY Utility for any purpose that is unlawful or prohibited. You agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the IVY Utility or IVY Content, for any purpose that is inconsistent with these Terms, and you further agree not to sell, rent, lease, distribute, broadcast, sublicense or otherwise assign any right to the IVY Utility to any third party. You agree not to create derivative works of nor modify, adapt, or translate the IVY Utility or any part thereof. You agree not to intentionally interfere with or damage, impair or disable the operation of the IVY Utility by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the IVY Utility software with the intended result of denying service to other users. You further agree not to use the IVY Utility in any manner that could interrupt, damage, disable, overburden or impair the software, or interfere with any other party’s use and enjoyment of the software. You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the IVY Utility. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the IVY Utility or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Unauthorized or prohibited use of the IVY Utility may subject you to civil liability, criminal prosecution, or both under federal, state and local laws. You agree and understand that your access to and use of the IVY Utility is at your own risk and that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the IVY Utility, however, caused.
Section 5: Third Parties.
The IVY Utility may interact with third-party applications and/or software (including public smart contracts). We do not own or control those third party applications and/or software. You understand and agree that your use of any such third party materials is subject to any terms of use and/or policies provided by such third parties. We are not a party to any such agreements. You should review any terms of use and/or policies provided by such third parties and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction involving any third party. The IVY Utility interacts with these third party applications and/or software only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such third party material, or the products or services, the use of which is at your own risk.
Section 6: Disclaimers and Limitation on Liability
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE IVY UTILITY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY THAT THE IVY UTILITY WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON OR IN CONNECTION WITH THE IVY UTILITY. WE DO NOT REPRESENT OR WARRANT THAT THE IVY UTILITY IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE IVY UTILITY SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE IVY UTILITY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY INFORMATION THAT YOU DISCLOSE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE UNDER ANY CIRCUMSTANCES. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES OR CLAIMS, INCLUDING BUT NOT LIMITED TO, THOSE ARISING FROM: (1) USER ERROR; (2) SERVER FAILURE; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK; (6) YOUR INABILITY OR FAILURE TO PROPERLY SAVE THE KEY PARAMATERS (INDEX KEY, CLAIM KEY, PRIVATE KEY) THAT CAUSE THE IVY UTILITY TO PRODUCE SIGNED MESSAGES TO THE PUBLIC SMART CONTRACT TO VERIFY THAT THE TRANSFER OF A SENDER’S TOKENS IS AUTHORIZED, WHETHER THAT BE THROUGH A BROWSER PASSWORD MANAGER OR OTHERWISE; OR (7) ANY FAILURE OF A BROWSER PASSWORD MANAGER TO PROPERLY SAVE KEY PARAMETERS OR TO OTHERWISE FUNCTION PROPERLY. FOR THE AVOIDANCE OF DOUBT, WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM YOUR FAILURE TO SAVE A QR CODE, YOUR PROVISION OF A QR CODE TO AN UNINTENDED INDIVIDUAL, OR THE THEFT OF YOUR QR CODE BY A THIRD PARTY. BLOCKCHAIN TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN A BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN NETWORK. WE ARE NOT RESPONSIBLE FOR SUSTAINED LOSSES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS, OR ANY OTHER FEATURES OF BLOCKCHAIN TOKENS. WE ARE NOT RESPONSIBLE FOR SUSTAINED LOSSES DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH A BLOCKCHAIN NETWORK INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING BLOCKCHAIN TOKEN LOSSES AS A RESULT. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE IVY UTILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS, THE IVY UTILITY, OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE IVY UTILITY OR THIRD PARTY PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF WALY CASH INC. ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE IVY UTILITY, EXCEED $100 OR ANY FEE RECEIVED BY US FROM YOU, WHICHEVER IS LESS.
Section 7: Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Waly Cash Inc., and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “IVY Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the IVY Utility, your violation of these Terms, your violation of the rights of a third party, and your breach or alleged breach of any representations, warranties and covenants herein. You agree to promptly notify Waly Cash Inc. of any third party Claims and cooperate with the IVY Parties in defending such Claims. You further agree that the IVY Parties shall have control of the defense or settlement of any third party Claims
Section 8: Sanctions; Anti-Money Laundering Laws
You represent and warrant that: (a) you are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions (each as defined below). You are not an individual or entity that is, or is owned or controlled by, a Sanctioned Person or is located, organized or resident in a country or territory that is a Sanctioned Country (each as defined below); (b) you will not, directly or indirectly, lend, contribute or otherwise make available blockchain tokens to any person or entity, (i) to fund any activities or business of or with any person or entity, or in any country or territory, that, at the time of funding, is the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any person or entity; and (c) you (i) are not under investigation by any governmental authority, (ii) have not been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes that would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (iii) have not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iv) have not had any of your funds seized or forfeited in any action under any Anti-Money Laundering Laws. (d) “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to you from time to time concerning or relating to bribery or corruption (e) “Anti-Money Laundering Laws” means the applicable laws, regulations, and sanctions, state and federal, criminal and civil, in any jurisdiction in which you are located or are doing business that: (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States or the jurisdiction in which you are located or are doing business; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act, the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957. (f) “Sanctioned Country” means any country, territory or region which is itself the subject or target of any comprehensive Sanctions (which may include the Crimean region of Ukraine, Cuba, Iran, North Korea, Darfur, South Sudan and Syria (g) “Sanctioned Person” means (i) any person, entity or group listed in any Sanctions related list of designated persons or entities maintained by OFAC, including the List of Specially Designated Nationals and Blocked Persons, or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state or the United Kingdom, (ii) any person or entity subject to any law that would prohibit all or substantially all financial or other transactions with that person or entity or would require that assets of that person or entity that come into the possession of a third-party be blocked, (iii) any legal entity organized or domiciled in a Sanctioned Country, (iv) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, (v) any natural person ordinarily resident in a Sanctioned Country, or (vi) any entity 50% or more owned, directly or indirectly, individually or in the aggregate by any of the above. (h) “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by OFAC or the U.S. Department of State or (ii) the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.
Section 9: Mandatory Mediation and Arbitration, Applicable Law and Forum
(a) Choice of Law. These Terms shall be construed and enforced in accordance with substantive law of the State of New York, applicable to contracts negotiated, executed, and fully performed within that State, regardless of where the negotiation, execution or performance of these Terms may actually occur. For any claim submitted to arbitration, the burden of proof shall be as it would be if the claim were litigated in a judicial proceeding and the decision shall be based on the application of internal substantive New York law. (b) Mediation. The parties agree that any and all disputes, claims or controversies arising out of or relating to these Terms shall first be submitted to JAMS or its successor (hereinafter, “JAMS”), for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS for final and binding arbitration pursuant to the terms and conditions set forth below. The parties agree that they will participate in the mediation in good faith. Unless otherwise required by law, the parties will share equally in the mediation costs. The mediator shall have the same qualifications as the arbitrator, as set forth below. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the declaration of an impasse. However, at no time prior to the completion of the mediation shall any party initiate an arbitration or litigation related to these Terms except to pursue a provisional remedy that is authorized by law or JAMS Rules or by agreement of the parties. (c) Details of Arbitration. SUBJECT TO THE TERMS HEREIN, ALL CONTROVERSIES, DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE SCOPE OR APPLICABILITY OF THE AGREEMENT TO ARBITRATE, SHALL BE DETERMINED THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND NOT BY WAY OF COURT OR JURY TRIAL, OR BY WAY OF CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE MEDIATION AND ARBITRATION PROCEDURES OF JAMS, AND ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES, INCLUDING THE OPTIONAL APPEAL PROCEDURE OF JAMS (WWW.JAMSADR.COM, AND WILL BE PROVIDED BY WALY CASH INC. UPON REQUEST) (COLLECTIVELY, “JAMS RULES”). MEDIATION AND ARBITRATION SHALL BE CONDUCTED IN NEW YORK, NEW YORK. NOTWITHSTANDING THE PROVISIONS OF RULE 31(C) OF THE JAMS RULES, EACH PARTY SHALL PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, EXCEPT AS PROHIBITED BY LAW. THE ARBITRATION SHALL BE HELD BEFORE A SINGLE NEUTRAL ARBITRATOR. THE JAMS RULES FOR SELECTION OF MEDIATORS AND ARBITRATORS SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE A LICENSED ATTORNEY OR RETIRED JUDGE EXPERIENCED IN BLOCKCHAIN-RELATED TRANSACTIONS AND INTELLECTUAL PROPERTY. ANY APPELLATE PANEL SHALL CONSIST OF THREE NEUTRAL MEMBERS, SUBJECT TO THE FOREGOING REQUIREMENTS. ANY MEDIATION AND/OR ARBITRATION SHALL BE CONFIDENTIAL (EXCEPT TO THE EXTENT THAT INFORMATION MAY BE REQUIRED IN ANY JUDICIAL PROCEEDING BROUGHT TO ENFORCE THESE ARBITRATION PROVISIONS OR ANY AWARD RENDERED HEREUNDER). YOU HEREBY WAIVE THE RIGHT TO CONSOLIDATE YOUR CLAIMS WITH THE CLAIMS OF ANY OTHER INDIVIDUAL, TO SEEK CLASS, COLLECTIVE OR REPRESENTATIVE ACTION TREATMENT FOR ANY CLAIM THAT HE OR SHE MAY HAVE AGAINST WALY CASH INC. AND/OR TO PARTICIPATE IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE ACTION AGAINST WALY CASH INC. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSIDER OR RESOLVE ANY CLAIM OR ISSUE ANY RELIEF ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE THE RIGHT TO SEEK/RECOVER PUNITIVE OR EXEMPLARY DAMAGES AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SUCH DAMAGES. AS PROVIDED UNDER NEW YORK LAW, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO GRANT PUNITIVE OR EXEMPLARY DAMAGES OR ANY REMEDIES THE PARTIES HAVE WAIVED (INCLUDING WITHOUT LIMITATION ANY WAIVER OF PUNITIVE OR EXEMPLARY DAMAGES CONTAINED IN THESE TERMS). ANY ARBITRATION AWARD SHALL BE FINAL AND BINDING UPON THE PARTIES. JUDGMENT UPON AN AWARD RENDERED BY AN ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION OVER THE RELEVANT PARTY OR ITS ASSETS. (d) Our Right to Seek Injunctive Relief. You agree that in addition to all other rights and remedies available to Waly Cash Inc. hereunder: (A) Waly Cash Inc. shall, in the event that you fail to perform any of your material obligations hereunder, be entitled to injunctive and other equitable relief to prevent a breach or threatened breach of these Terms, and (B) Waly Cash Inc. may pursue injunctive relief from a court of appropriate jurisdiction in the state and federal courts located in the State of New York, without any waiver of the above arbitration provision. Neither this provision nor the exercise by IVY of its rights hereunder shall constitute a waiver by Waly Cash Inc. of any other rights that it may have to damages or otherwise. (e) Jurisdiction. The parties shall submit exclusively to the in personam jurisdiction of the Supreme Court of the State of New York, County of New York and the United States District Court for the Southern District of New York for purposes of enforcing these Terms to arbitrate; confirming any arbitration award and entering judgment thereon; and for any proceeding relating thereto. The parties hereto waive any objection that they may now or hereafter have to the venue of any such action or proceeding in the above-referenced courts or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same. Severability. If any portion of the dispute resolution mechanism set forth in this section is found to be invalid, illegal or unenforceable for any reason, that portion shall be severed from the rest and shall not affect the parties’ agreement to resolve all controversies and claims through mediation and arbitration.
Section 10: Miscellaneous.
Termination. We reserve the right, without notice and in our sole discretion, to terminate access to or use of the IVY Utility, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event. Independent Contractor. Waly Cash Inc. is an independent contractor, and nothing in the nature of the IVY Utility, shall be deemed, or cause, or is intended to cause you and Waly Cash Inc. to be treated as partners, joint venturers, or as an agent of the other party. Waly Cash Inc. is not your intermediary, agent, or advisor, and Waly Cash Inc. has no fiduciary obligation to you in connection with any acts or omissions of you with respect to the IVY Utility. For the avoidance of doubt, Waly Cash Inc. is in no manner providing investment advice, tax advice, legal advice, or other professional advice whether through the IVY Utility or otherwise. Severability; Third Party Beneficiaries If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. Survival You agree and understand that all provisions of these Terms shall survive the termination or expiration of these Terms. Contact Information If you have any questions about us, please feel free to email us at legal@waly.cash. END OF AGREEMENT.