Terms of Use
Customer & end user terms of use.
Introduction
Walawong provides software that enables the aggregation of financial account information and data from underlying data sources (as modified, the “Walawong Software”) that enables you (“End Users” or “you”) to aggregate Your Data (as defined below) from the data sources where your financial account information and data are stored (as modified from time to time, the “Services” and together with the Walawong Software, collectively, the (“Walawong Services”).
The website at www.walawong.com (the “Website”), and the various other related services, and other features, functions, software, applications and websites are provided and operated, and are being made available to you and to End Users by Walawong Solutions Pte Ltd(“Walawong”, “we”, “our” or “us”).
Definitions
“End User Data” means an End User’s financial account information and data, including (a) account name, account type and public wallet or deposit addresses, (b) information related to account balances account transactions, in both amounts and in other currency equivalents (e.g. US Dollars), (c) information about account transactions, including amount, date, time, type, location, price, cost basis, fees, quantity, sender and recipient and (d) information about such End User as the account owner, such as publicly provided name.
These Terms of Use govern the access and use by you, including customers and developers (“Customer”, “you” or “your”) of the Walawong Software, the Services, the Website, the dashboards, the related tools and various other related services, and other features, functions, software, applications and websites associated with Walawong (collectively the “Walawong Services”) that you can use to integrate the Walawong Software and Services into your application or a third-party application (collectively, the “Walawong Enabled Applications”).
Acceptance of Terms
These terms of use (as modified from time to time, “Terms”) govern your access and use of the Walawong services. By clicking “I AGREE”, downloading, using, or accessing any of the Walawong services or otherwise signifying your acceptance of these terms, you represent and warrant that (a) you are authorized to enter these terms for and on behalf of yourself (and your organization), and are doing so, (b) you (and your organization) can legally enter into these terms and (c) you have read and understand and agree that you (and your organization) and each user shall be bound by these terms and Walawong’s privacy policy (https://www.walawong.com/policy) (the “privacy policy”) and all modifications and additions provided for. If you do not have the legal authority to bind your organization, please do not access or use the services. From time to time, these terms shall also apply to any upgrades or updates subsequently provided by Walawong for the Services. If you do not accept and agree to be bound by these Terms and/or the Privacy Policy, you are not authorized to access or otherwise use the Services.
Please note that these Terms do not apply to the End Users of the Walawong Software.
Disclaimer
You must be at least 18 years of age. By clicking the “I Agree” button, by downloading, installing or otherwise accessing or using the walawong services, you represent that:
- you have not been previously suspended or removed from any of the walawong services;
- you confirm that you are of legal age to form a binding contract with walawong;
- you will comply with these terms and all applicable local, state, national and international laws, rules and regulations; and
- you are not a competitor of walawong and do not intend to use the walawong services for reasons that are in competition with walawong for any reason.
Amendment & Updates
These Terms may be changed, modified, supplemented or updated by Walawong from time to time. If Walawong updates these Terms, it will update the “last updated” date at the top of these Terms. Please check these Terms periodically for changes. Your continued use of any of the Walawong Services after the posting of changes constitutes your binding acceptance of such changes. If Walawong makes a material change to these Terms that will affect any of the Walawong Services, Walawong will use commercially reasonable efforts to notify you by emailing a notice to your administration email. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE WALAWONG SERVICES.
To the extent that any modifications to the Terms are not allowed under applicable laws, the prior most recent version of the Terms shall continue to apply.
Walawong Services for Customer
- Accessing and Using the Walawong Services.
To access and use certain of the Walawong Services, you must register and create an account (the “Customer Account”).
In registering and creating an account, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted during the registration and account creation process (“Registration Data”), and (ii) maintain and promptly update the Registration Data, including credit card information, to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Walawong has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Walawong has the right to suspend or terminate your account and prohibit you from accessing and using the Walawong Services.
- Limited Right to Access and Use. Subject to these Terms, Walawong grants to you, a limited, non-assignable, non-transferable, non-sublicensable, and nonexclusive right to access and use the Walawong Services to build a Walawong Enabled Application to provide the Walawong Software and Services to the End Users in accordance with these Terms. You may terminate your use of the Walawong Services at any time.
- Security Breach. You are solely responsible for maintaining the confidentiality of any username, password or other access credential necessary to access the Walawong Services. You should take steps to protect the confidentiality of your access credentials. Please notify Walawong immediately if you become aware of any unauthorized activity, disclosures, loss, theft or other unauthorized use of your access credentials or any other breach of security (collectively, a “Security Breach”). You agree to cooperate with Walawong in any investigation in connection with a Security Breach.
- Subscriptions and Live Connections. After you sign up and create a Customer Account, you will be automatically put into the Sandbox subscription plan. When you are ready to start working with real End User Data through the Walawong Software and the Services (the “Live Connections”), you will go through an activation process to enable Live Connections for your Customer Account. The number of Live Connections that you will be able to access will depend on the subscription plan that you select (as modified from time to time, the “Subscriptions”). The different Subscriptions also provide different services and features, including different levels of support.
- Use Restrictions. Customer shall not, and agrees not to assist or otherwise enable any third party to:
- copy, modify, adapt, translate, create derivative works or improvements or merge copies of any of the Walawong Services, including the documentation
- translate, reverse engineer, de-compile or disassemble any of the Walawong Services, except to the extent that applicable law explicitly prohibits this contractual restriction
- use, disclose, or otherwise process any “personal data” (as used in the Privacy Policy) other than in strict compliance with its terms, privacy policy and applicable law or use this personal information except in connection with its business that employs the Services, the Walawong Services, or the other Services; provided that under no circumstances shall Customer sell any such “personal data” or use any such “personal data” for marketing unless it has received the specific consent of each relevant End User or such “personal data” has been fully aggregated or anonymized and does not include any personal data
- access or use, or permit the access or use of, any of the Walawong Services, or access, transmit, process, or store End User Data, in violation of any international, Federal, state or local laws, statutes, rules, regulations or ordinances or in any manner that would be a breach of contract or agreement with the applicable End User
- not embed any open source, copy left or community source code in any Walawong Enabled Application or the information technology infrastructure through which you provide your services and products to End Users (collectively, the “Customer Systems”), including, but not limited to, any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement in any manner that would require disclosure or license of the Walawong Software in source code form, or for the purpose of making derivative works, or otherwise limit or restrict the consideration to be charged for the distribution of such software
- interfere with or disrupt the integrity or performance of any of the Walawong Services or any data contained therein
- install, use, access, display and run any of the Walawong Services except in accordance with the terms of this Agreement and the applicable Order
- except as specifically permitted under the these Terms or to the extent that you have received the specific consent of each relevant End User, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any of the Walawong Services or End User Data to any third party, other than End Users as permitted under these Terms, including for purposes of marketing or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service
- except as specifically provided under these Terms, delete or in any manner alter the copyright, trademark, and other proprietary rights notices of Walawong appearing on any of the Walawong Services or any other Walawong software or products
- access or use any of the Walawong Services or End User Data in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other rights of any third party, or that violates any applicable law
- use any of the Walawong Services or the End User Data for purposes of: (i) benchmarking or competitive analysis of the Walawong Services; (ii) developing, using or providing a competing Walawong Software or service; or (iii) any other purpose that is to Walawong’s detriment or commercial disadvantage
- use any of the Walawong Services or the End User Data in any manner or for any purpose or application not expressly permitted by these Terms
- collect and store an End User’s credentials and/or End User Data other than as required to access or use the WalawongSoftware or the Services, as authorized by the End User, as permitted by Walawong, and as permitted under applicable law
- access or use any of the Walawong Services or End User Data in a manner that violates any agreement between you and the End User or Walawong.
Customer Payments & Refunds
- Payments. Unless otherwise agreed by Walawong or detailed in an Order, all Fees shall be paid in accordance with the Subscription that you selected by credit or debit card. You authorize Walawong (i) to keep your credit or debit card number on file for future Fees and (ii) to charge your credit or debit card for any such Fees.
- Payment Processing. Unless otherwise agreed by Walawong, all Fees and other payments made in connection with the Walawong Services or the provision of the Walawong Software and the Walawong Services to End Users through a Walawong Enabled Application shall be made through a third-party payment processor directed by Walawong (e.g., Stripe, etc.) (any such third-party payment processor, the “Payment Processor”). By agreeing to these Terms or continuing to use the Walawong Services, you agree to be bound by the applicable agreements and privacy policy of the Payment Processor. As a condition of Walawong’s enabling payment processing services through a Payment Processor, you agree to provide Walawong accurate and complete information about you, your business, your credit or debit card or bank account and such other information required by the Payment Processor, and you authorize Walawong to share it and any relevant transaction information related to your use of the payment processing services provided by the Payment Processor.
- Future Services. In paying any of the Fees, you acknowledge and agree that you are not relying on future availability of any of the Walawong Services.
- Changes in Fees and Payment Methods. Walawong reserves the right at any time to change the Fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on any of the Walawong Services or by notifying you by email.
- Refunds. All fees are non-refundable, non-cancellable and non-creditable unless otherwise required by law or agreed to by walawong in its sole discretion.
Walawong Enabled Applications.
If you provide access to the Walawong Software and the Services through a Walawong Enabled Application, you shall comply with the following terms:
- Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all End User Data, including its use; (ii) the operation, maintenance and management of the Walawong Enabled Applications and or the Customer Systems and (iii) all access to and use of the Walawong Software and the Services, directly or indirectly by or through the Walawong Enabled Application or the Customer Systems.
- Right to Access and Use. Subject to and conditioned on Customer’s and its authorized users’ compliance with the terms and conditions of these Terms, Walawong grants to Customer and its authorized users a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Walawong Software and the Services during the term as a component of a Walawong Enabled Application or the Customer Systems to provide the Walawong Software and the Services to End Users.
- Compliance with Laws. Customers shall comply with all applicable international, Federal, state and local laws related to the Walawong Software and the Services and the End User Data, including all privacy and financial laws.
- Consent; Terms of Use. Customer shall be solely responsible for obtaining express written consent from each End User, authorizing Walawong to obtain their End User Data from their currency accounts and provide it to Customer for use in connection with the Services. Access and use of the Walawong Software and the Services by the End Users are subject to Walawong’s End User Terms of Service and Customer shall ensure that each of its End Users agrees to these Terms of Service.
- Applications and Customer Systems. Customer acknowledges that Customer is solely responsible, and that Walawong has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of any Walawong Enabled Application or the Customer Systems. Without limiting the foregoing, Customer will be solely responsible for creating and displaying information and content on, through or within its Walawong Enabled Application and/or the Customer Systems.
- Data Breaches. Customer shall notify Walawong immediately in writing in the event that Customer becomes aware of any material breach of its security safeguards or has reason to believe that any End User Data may have been subject to unauthorized disclosure, access, or use, which notification shall include the following information: (i) the nature of the unauthorized disclosure or use; (ii) confidential information that was disclosed or used; (iii) the identity of the persons or entities who received the unauthorized disclosure or made the unauthorized use; (iv) what corrective action Customer took or will take to prevent further unauthorized disclosures or uses; (v) what Customer did or will do to mitigate any adverse effect of such unauthorized disclosure or use; and (vi) such other information as Walawong may reasonably request.
- End User Data. You must follow best industry practices with respect to the access and use of End User Data including:
- maintaining administrative, technical, and physical safeguards that are designed to ensure the security, privacy, and confidentiality of End User Data
- using best industry practice encryption when storing or transmitting any End User Data
- maintaining reasonable access controls to ensure that only authorized individuals that have a business need have access to any End User Data
- monitoring the Customer Systems for any unauthorized access and patching vulnerabilities in a timely fashion.
- planning for and responding to security incidents.
- storing all End User Data securely and in accordance with all applicable laws.
- taking all reasonable and appropriate steps (at your expense) to protect all End User Data in the event of a failure of Customer’s security safeguards or unauthorized access to any End User Data from or through Customer, including the provision of the appropriate or legally required notices to affected persons and government or regulatory agencies (as applicable)
Customer Service Termination & Suspension
- Termination. You agree that Walawong in its sole discretion, for any or no reason, and without penalty, may terminate your access and use of the Walawong Services or your Customer Account (or any part thereof) that you may have with Walawong and remove and discard all or any part of your account, user profile, at any time. Walawong may also in its sole discretion and at any time prohibit you from accessing and using the Walawong Services or discontinue providing access to the Walawong Services, or any part thereof, with or without notice. You agree that any termination of your ability to access or use the Walawong Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Walawong will not be liable to you or any third party for any such termination. Walawong reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Walawong to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that Walawong may have at law or in equity. As provided herein, Walawong does not permit copyright infringing activities on the Walawong Services, and Walawong shall be permitted to terminate access to the Walawong Services. By accepting these terms, you waive and shall hold Walawong harmless from any claims resulting from any action taken by Walawong during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either Walawong or law enforcement authorities.
- Suspension. Walawong reserves the right to suspend your access and use of the Walawong Services as it may deem appropriate in response to actual or suspected violations of these Terms if Walawong reasonably concludes that any of the Walawong Services are being used to engage in illegal activity, used outside the scope of the license or causing immediate, material and ongoing harm to Walawong or others. You agree that Walawong shall not be liable to you nor to any third party for any suspension of the Service under such circumstances as described in this Section 8(b).
Ownership
Walawong retains all right, title, and interest in the Walawong Services, including the Walawong Software and the Services, including any and all intellectual property rights. Walawong reserves all rights not expressly granted. Unless expressly authorized in a separate written agreement between you and Walawong, the grant to access and use any of the Walawong Services, whether accessed for a fee or free, does not include any right to resell the Walawong Services, manage the Walawong Services on behalf of third parties, make other commercial use or distribution of the Walawong Services or to make any derivative use of the Walawong Services, integrate the Walawong Services into another service, reproduce, duplicate, copy, or otherwise exploit for any commercial purpose the Walawong Services.
You hereby grant to Walawong a non-exclusive, worldwide, fully paid-up, royalty-fee, non-terminable, perpetual, irrevocable right and license to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit any feedback, comments, or suggestions that you provide with respect to any of the Walawong Services and all related intellectual property, without restriction of any kind and without any right of accounting.
Warranty Disclaimer
Content and other information contained within the Walawong Services have been prepared or are being provided by Walawong as a convenience to its End Users and is not intended to constitute advice or recommendations upon which a user may rely. Walawong makes no warranty or guarantee about the accuracy, completeness, or adequacy of any such content or other information, including any content, contained in any of the Walawong Services. Your use of the Walawong services is at your sole risk. all walawong services are provided on an “as is” and “as available” basis, and Walawong expressly disclaims all warranties and conditions of any kind whether express or implied, including, without limitation, any warranties of merchantability or fitness for a particular purpose, non-infringement and satisfactory quality and warranties arising from a course of dealing, usage or trade practice. Walawong, its officers, directors, employees, agents, or suppliers make no warranty that the Walawong services are accurate, timely, uninterrupted, virus-free or error-free, or that any problems encountered will be corrected.
Limitation of Liability
In no event shall Walawong, its officers, directors, employees, agents, licensors or suppliers be liable under contract, tort, strict liability, negligence or any other legal theory with respect to the Walawong services or the provision of the Walawong software and services to end users through a Walawong enabled application (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), or (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination). In no event shall Walawong’s aggregate liability to you or any third party arising out of these terms and the Walawong services and the provision of the Walawong software and services to end users through a Walawong enabled application.
Indemnification
You agree to defend, indemnify and hold harmless Walawong, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to (i) your unauthorized or unlawful use of the Walawong Services , (ii) your breach of these Terms or violation of any applicable law, (iii) the provision of the Walawong Software and Services to End Users through a Walawong Enabled Application or (iv) the infringement by you or any third party using your account, of any intellectual property or other right of any third party. Walawong reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with Walawong in asserting any available defences.
Force Majeure
Walawong shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond its reasonable control or its contractors, agents, licensors or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
Notices
Any notices to you from Walawong regarding the Walawong Services or these Terms will be posted on the Website or made by e-mail or regular mail. As part of providing you the Walawong Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Walawong Services and your Customer Account, which you may not be able to opt-out from receiving them unless you terminate your account. Any notice or communication that you desire or are required to send Walawong under these Terms should be sent to Walawong through one of the means listed in the Contacting Us section below.
Entire Agreement
These Terms of Use, together with the Privacy Policy, constitute the entire agreement between Walawong and you in connection with your use of the Walawong Services and except as provided herein, the provision of the Walawong Software and Services to End Users through a Walawong Enabled Application and supersedes any prior agreements between Walawong and you regarding use of the Walawong Services and the provision of the Walawong Software and Services to End Users through a Walawong Enabled Application, including prior versions of these Terms of Use. Any different or additional terms of any related quote, purchase order, confirmation, or similar order form provided to Walawong is hereby rejected and shall have no force or effect. If you have entered into a separate Subscription Agreement or other written agreement with Walawong in connection with the Walawong Services, or right to provide access to the Walawong Software and the Services through a Walawong Enable Application, the terms of such Subscription Agreement will control your use of the Walawong Services and/or the right to provide access to Walawong Software and the Services through a Walawong Enabled Application.
Governing Law & Dispute Resolution
If a dispute arises between you and Walawong, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and Walawong agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Walawong Services or the provision of the Walawong Software and Services to End Users through a Walawong Enabled Application (a “Dispute”) will be resolved in accordance with this section or as Walawong and you otherwise agree in writing. Before resorting to these dispute methods, Walawong strongly encourages you to first contact Walawong directly to seek a resolution.
- Choice of Law. These terms shall be governed in all respects by the laws of Singapore, without regard to its conflict of law provisions. each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to any dispute or otherwise in connection with these terms the Walawong services or the provision of the Walawong software and services to end users through a Walawong enabled application.
- Limitation on Time to File Claims. any cause of action or dispute you may have arising out of or relating to these terms, the Walawong services, the provision of the Walawong software and services to end users through a Walawong enabled application or your relationship with Walawong must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or dispute is permanently barred.
Geographic Restrictions
Walawong is based in Singapore. Walawong makes no claims that accessing or using or that any of the Walawong Services, the provision of the Walawong Software and Services to End Users through a Walawong Enabled Application or any of the content, including any User Content, is accessible or appropriate outside of Singapore. Accessing or using the Walawong Services may not be legal by certain persons or in certain countries. If you access the Walawong Services from outside Singapore, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Walawong with respect thereto.
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