Payments Terms of Service
These Payments Terms of Service (“Payments Terms”) are a binding legal agreement between you and WiseHead Payments that govern the Payment Services (defined below) conducted through or in connection with the WiseHead Platform. When these Payments Terms mention “WiseHead Payments,” “we,” “us,” or “our,” it refers to the WiseHead Payments company you are contracting with for Payment Services.
WiseHead Payments provides payments services to Members publishing, offering and booking Coaching Service, These payment services may include (if available) the following (collectively, “Payment Services”):
- Collecting payments from Mentees (“Payin”), by charging the payment method associated with their WiseHead account, such as PayPal account (“Payment Method”);
- Effecting payments to Coach(“Payout”) to a financial instrument associated with their WiseHead account, such as a PayPal account (“Payment Method”);
- Payment collection services; and
- Other payment related services in connection with Coaching Services.
In order to use the Payment Services, you must be at least 18 years old, must have an WiseHead account in good standing in accordance with the WiseHead Terms of Service (“Terms”), and must keep your payment and personal information accurate and complete.1. Your use of the Payment Services1.1 WiseHead Payment Services.
By using the Payments Services, you agree to comply with these Payments Terms. WiseHead Payments may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. WiseHead Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. WiseHead Payments will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.1.2 Third Party Services.
The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. WiseHead Payments is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by WiseHead Payments of those Third-Party Services.1.3 Your WiseHead Account.
WiseHead Payments may enable features that allow you to authorize other Members or third parties to take certain actions that affect your WiseHead account. You may authorize a third party to use your WiseHead account if the feature is enabled for your WiseHead account. You acknowledge and agree that anyone you authorize to use your WiseHead account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.1.4 Verification.
You authorize WiseHead Payments, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). WiseHead Payments reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.1.5 Additional Terms.
Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.2. Mentee Terms2.1 Payment Authorization.
You allow WiseHead Payments to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your WiseHead account.2.2 Timing of Payment.
WiseHead Payments pre-authorization the Total Price due after the booking request and charge after the Coach accepts the booking request. If WiseHead Payments is unable to collect the Total Price due, as scheduled, WiseHead Payments will collect the Total Price due at a later point in accordance with Section 5.3. Once the payment for your requested booking is successfully completed, you will receive a confirmation email.2.3 Currency.
WiseHead Payments will process each transaction in the currency you select via the WiseHead Platform. The currencies available to make payments may be limited for regulatory or operational reasons based on factors such as your selected Payment Method, your country of residence. Any such limitations will be communicated via the WiseHead Platform, and you will be prompted to select a different currency or Payment Method. Note that if your WiseHead Payments location is different from the country of your Payment Method, or your selected currency is different from your Payment Method's billing currency, your payment may be processed outside of your country of residence. As a result, certain fees may apply and the amount listed on your card statement may be different from the amount shown at checkout. For example, if you make a booking using a U.S. issued card, but select Euro as your currency, your payment may be processed outside the U.S., and banks and credit card companies may impose international transaction fees and foreign exchange fees. In addition, if you select to pay with a currency that is different from your Payment Method's billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with your Payment Method, based on an exchange rate and fee amount determined solely by your bank. WiseHead Payments is not responsible for any such fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.2.4 Booking Request Status.
If a requested booking is declined either because it is not accepted by the Coach, any amounts collected by WiseHead Payments will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.2.5 Payment Restrictions.
WiseHead Payments reserves the right to decline or limit payments that we believe (i) may violate WiseHead Payments’ risk management policies or procedures, (ii) may violate these Payments Terms or the Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, WiseHead, WiseHead Payments, or others to risks unacceptable to WiseHead Payments.2.6 Payment Service Providers.
WiseHead Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.3. Coach Terms3.1 Payment Collection.
WiseHead Payments generally collects the Total Price of a booking at the time the Mentee’s booking request is accepted by the Coach, unless noted otherwise.3.2 Timing of Payout
Subject to and conditional upon successful receipt of the payments from Mentee, WiseHead Payments will generally initiate Payouts to your selected Payout Method within 48 hours after Mentee confirms the session with Coach.3.3 Payout.
Your Payout for a booking will be the Total Price less applicable fees like WiseHead service fees and applicable taxes. In the event of cancellation of a confirmed booking, WiseHead Payments will remit the amount you are due (if any) as provided in the Terms and applicable cancellation policy.3.4 Payout Restrictions.
WiseHead Payments may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity. Furthermore, WiseHead Payments may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under the Terms as a result of high volume Booking cancellations or modifications arising from a Force Majeure Event (as defined below).3.5 Currency Conversion.
WiseHead Payments will remit your Payouts in the currency you select via the WiseHead Platform. The currencies available may be limited for regulatory or operational reasons based on factors such as your selected Payout Method, your country of residence. Any such limitations will be communicated via the WiseHead Platform, and you will be prompted to select a different currency or Payout Method. Note that payment service providers may impose transaction, currency conversion or other fees based on the currency or Payout Method you select, and WiseHead Payments is not responsible for any such fees and disclaims all liability in this regard.3.6 Limits on Payouts.
For compliance or operational reasons, WiseHead Payments may limit the amount of a Payout. If you are due an amount above that limit, WiseHead Payments may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount.3.7 Payment Service Providers.
WiseHead Payments may combine amounts that it collects from Mentees and invest them as permitted under applicable laws. WiseHead Payments will retain any interest it earns on those investments.3.9 Your Payout Method, Your Responsibility.
WiseHead Payments is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you.4. Appointment of WiseHead Payments as Limited Payment Collection Agent
4.1 Each Coach, including each Coach Team member, hereby appoints WiseHead Payments as the Coach’s payment collection agent solely for the limited purpose of accepting and processing funds from Mentees purchasing Coach Services on the Coach’s behalf.
4.2 Each Coach, including each Coach Team member, agrees that payment made by a Mentee through WiseHead Payments, shall be considered the same as a payment made directly to the Coach, and the Coach will provide the Coach Service booked by the Mentee in the agreed-upon manner as if the Coach has received the payment directly from the Mentee. Each Coach agrees that WiseHead Payments may refund the Mentee in accordance with the Terms. Each Coach understands that WiseHead Payments’ obligation to pay the Coach is subject to and conditional upon successful receipt of the associated payments from Mentee. WiseHead Payments guarantees payments to Coach(s) only for such amounts that have been successfully received by WiseHead Payments from Mentees in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Coach, WiseHead Payments assumes no liability for any acts or omissions of the Coach.
4.3 Each Mentee acknowledges and agrees that, notwithstanding the fact that WiseHead Payments is not a party to the agreement between you and the Coach(s), including each Coach Team member, WiseHead Payments acts as each Coach’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Coach(s). Upon a Mentee’s payment of the funds to WiseHead Payments, the Mentee’s payment obligation to the Coach(s) for the agreed upon amount is extinguished, and WiseHead Payments is responsible for remitting the funds successfully received by WiseHead Payments to the Coach(s) in the manner described in these Payments Terms. In the event that WiseHead Payments does not remit any such amounts, the Coach(s) will have recourse only against WiseHead Payments and not the Mentee directly.5. General Terms5.1 Fees.
WiseHead Payments may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in the Terms or via the WiseHead Platform.5.2 Payment Authorizations.
You authorize WiseHead Payments to collect from you amounts due pursuant to these Payment Terms and/or the Terms by either (i) charging the Payment Method associated with the relevant booking, or any other Payment Method on file that you authorize in your WiseHead account (unless you have previously removed the authorization to charge such Payment Method(s)), or (ii) by withholding the amount from your future Payout. Specifically, you authorize WiseHead Payments to collect from you:
- Any amount due to WiseHead or WiseHead Payments (e.g., as a result of your bookings, Booking Modifications, cancellations, or other actions as a Mentee, Coach or user of the WiseHead Platform), including reimbursement for costs prepaid by WiseHead or WiseHead Payments on your behalf. Any funds collected by WiseHead Payments will set off the amount owed by you to WiseHead or WiseHead Payments and extinguish your obligation to WiseHead or WiseHead Payments.
- Any amount due to a Coach from a Mentee which WiseHead collects as the Coach’s payment collection agent as further set out in Section 4 above.
- Taxes, where applicable and as set out in the Terms.
- Any amount you pay through the Support in connection with your WiseHead account
- Taxes, where applicable and as set out in the Terms.
- Overstay penalties payable under the Terms, including any cost and expenses incurred in collecting the overstay penalty.
- Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as a Coach, you cancel a confirmed booking).
- Any service fees or cancellation fees imposed pursuant to the Terms (e.g., if, as a Coach, you cancel a confirmed booking).
- Any amounts already paid to you as a Coach despite a Mentee cancelling a confirmed booking or WiseHead deciding that it is necessary to cancel a booking in accordance with theTerms or other applicable cancellation policy. You agree that in the event you have already been paid, WiseHead Payments will be entitled to recover the amount of any such Mentee refund from you, including by subtracting such refund amount out from any future Payouts due to you.
In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to WiseHead Payments collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.5.3 Collections
5.3.1 If WiseHead Payments is unable to collect any amounts you owe under these Payments Terms, WiseHead Payments may engage in collection efforts to recover such amounts from you.
5.3.2 WiseHead Payments will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after WiseHead Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Coach’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Coach’s WiseHead account or the associated services have been provided, whichever is later.
5.3.3 WiseHead Payments will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorized charges, after WiseHead Payments first attempts to charge your Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Coach’s future Payouts, after the adjustment is made to the Coach’s WiseHead account or the associated services have been provided, whichever is later.
5.3.4 You hereby explicitly agree that all communications in relation to amounts owed will be made by electronic mail or by phone, as provided to WiseHead and/or WiseHead Payments by you. Such communications may be made by WiseHead, WiseHead Payments, or by anyone on their behalf, including but not limited to a third-party collection agent.5.4 Payment Processing Errors
5.4.1 WiseHead Payments will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by WiseHead Payments or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you.
5.4.2 To the extent you receive any funds in error, you agree to immediately return such funds to WiseHead Payments.5.5 Refunds.
5.5.1 Any refunds or credits due to a Member pursuant to the Terms will be initiated and remitted by WiseHead Payments in accordance with these Payments Terms.
5.5.2 Subject to this Section 5.5.2, WiseHead Payments will process refunds immediately, however, the timing to receive any refund will depend on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, WiseHead Payments will initiate and process the refund as soon as is practicable.6. Prohibited Activities
6.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations;
- breach or circumvent any agreements with third parties, third-party rights, or the Terms, Policies, or Standards;
- use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
- register or use any Payment Method or Payout Method with your WiseHead account that is not yours or you do not have authorization to use;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by WiseHead Payments or any of WiseHead Payments’ providers or any other third party to protect the Payment Services;
- take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
6.2 You may not use or assist others to use the Payment Services to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) neither you nor your Coach Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.7. Force Majeure
WiseHead Payments shall not be liable for any delay or failure to fulfill any obligation under these Payments Terms resulting from causes outside the reasonable control of WiseHead or WiseHead Payments, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”).8. Disclaimers
8.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.
8.2 Notwithstanding WiseHead Payments’ appointment as the limited payment collection agent of Coaches pursuant to Section 4, WiseHead Payments explicitly disclaims all liability for any act or omission of any Member or other third party. WiseHead Payments does not have any duties or obligations as agent for each Coach except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.
8.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
8.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.9. Liability
Except as provided in Section 11.2, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your WiseHead account in any way, you are responsible for the actions taken by that person. Neither WiseHead Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not WiseHead Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will WiseHead Payments’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed (i) the amounts you have paid or owe for bookings via the WiseHead Platform as a Mentee in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Coach, the amounts paid by WiseHead Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or (ii) one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between WiseHead Payments and you. 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. If you reside outside of the U.S., this does not affect WiseHead Payments’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.10. Indemnification
To the maximum extent permitted by applicable law, you agree to release, defend (at WiseHead Payments’ option), indemnify, and hold WiseHead Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) your failure, or our failure at your direction, to accurately report, collect or remit taxes; or (iv) your breach of any laws, regulations, or third-party rights.11. Modification, Term, Termination, and other Measures11.1 Modification.
Except as otherwise required by applicable law, WiseHead Payments may modify these Payments Terms at any time. If we make material changes to these Payment Terms, we will post the revised Payment Terms on the WiseHead Platform and update the “Last Updated” date at the top of these Payment Terms. If you do not terminate your agreement before the date the revised Payment Terms become effective, your continued use of the Payment Services will constitute acceptance of any changes to the revised Payments Terms.11.2 Term.
This agreement between you and WiseHead Payments reflected by these Payment Terms is effective when you create an WiseHead account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section 184.108.40.206 Termination.
You may terminate this agreement at any time by sending us an email or by deleting your WiseHead account. Terminating this agreement will also serve as notice to cancel your WiseHead account pursuant to the Terms. Without limiting our rights specified below, WiseHead Payments may terminate this agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address. WiseHead Payments may also terminate this agreement immediately without notice if (i) you have materially breached your obligations under this agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) WiseHead Payments believes in good faith that such action is reasonably necessary to protect other Members, WiseHead, WiseHead Payments, or third parties.11.4 Suspension and Other Measures.
WiseHead Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breached these Payments Terms, the Terms, applicable laws, regulations or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) for any amounts you owe under these Payments Term that are overdue or in default, or (v) if WiseHead Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of WiseHead, its Members, WiseHead Payments, or third parties, or to prevent fraud or other illegal activity. Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method11.5 Appeal.
If WiseHead Payments takes any of the measures described in Section 13.3 and 13.4 you may appeal such a decision by contacting customer service.11.6 Effect of Termination.
If you cancel your WiseHead account as a Coach or WiseHead Payments takes any of the measures described above, WiseHead Payments may provide a full refund to any Mentees with confirmed booking(s), and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled. If you cancel your WiseHead account as a Mentee, WiseHead Payments will initiate a refund for any confirmed booking(s) based on the Listing’s cancellation policy. If your access to or use of the Payment Services has been suspended or limited or this agreement has been terminated by us, you may not register a new WiseHead account or attempt to access and use the Payment Services through an WiseHead account of another Member.11.7 Survival.
Sections 5 through 16 of these Payments Terms shall survive any termination or expiration of this agreement.12. Governing Law and Dispute Resolution
If you are contracting with WiseHead Payments, these Payments Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Legal proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 13 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.13. United States Arbitration Agreement13.1 Application.
This Arbitration Agreement only applies to you if you are contracting with WiseHead Payment. If you are not contracting with WiseHead Payments, and you nevertheless attempt to bring any legal claim against WiseHead Payments in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 13 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.13.2 Overview of Dispute Resolution Process.
WiseHead Payments is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payment Terms provide for a two-part process for individuals to whom this Section 13 applies: (1) an informal negotiation directly with WiseHead’s customer service team (described in paragraph 13.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and WiseHead Payments each retain the right to seek relief in small claims court as an alternative to arbitration13.3 Mandatory Pre-Arbitration Dispute Resolution and Notification.
At least 30 days prior to initiating an arbitration, you and WiseHead Payments each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to WiseHead Payments by mailing. WiseHead Payments will send its notice of dispute to the email address associated with your WiseHead account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).13.4 Agreement to Arbitrate.
You and WiseHead Payments mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Payment Services (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and WiseHead Payments agree that the arbitrator will decide that issue.13.5 Exceptions to Arbitration Agreement.
You and WiseHead Payments each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 13): (i) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (ii) a request for the remedy of public injunctive relief. You and WiseHead Payments agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.13.6 Arbitration Rules and Governing Law.
This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.13.7 Modification to AAA Rules - Arbitration Hearing/Location.
In order to make the arbitration most convenient to you, WiseHead Payments agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S county where you reside; (b) in San Francisco County; (c) via phone or video conference; or (d) if all parties agree, by solely the submission of documents to the arbitrator.13.8 Modification of AAA Rules - Attorney’s Fees and Costs.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, WiseHead Payments will pay all arbitration fees and expenses. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.13.9 Arbitrator’s Decision.
The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.13.10 Jury Trial Waiver.
You and WiseHead Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.13.11 No Class Actions or Representative Proceedings.
You and WiseHead Payments acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.13.12 Severability.
Except as provided in Section 13.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement will be given full force and effect.13.13 Changes to Agreement to Arbitrate.
If WiseHead Payments changes this Section 15 after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject that change by sending us written notice (including by email) within thirty (30) days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and WiseHead Payments (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and WiseHead Payments.13.14 Survival.
Except as provided in Section 15.12 and subject to Section 13.7, this Section 15 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your WiseHead account.14. Miscellaneous14.1 Interpreting these Payments Terms.
Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire agreement between WiseHead Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between WiseHead Payments and you regarding the Payment Services. If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.14.2 No Waiver.
WiseHead Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.15.3 Assignment.
You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without WiseHead Payments’ prior written consent. WiseHead Payments may without restriction assign, transfer, or delegate this agreement and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice15.4 Notices.
Unless specified otherwise, any notices or other communications permitted or required under this agreement, will be in writing and given by WiseHead Payments via email or WiseHead Platform notification, and depending on your notification setting, messaging service (including SMS). The date of receipt will be deemed the date on which WiseHead Payments transmits the notice.16. Additional Clauses for Users that are Businesses
The following paragraphs also apply if you are using the Payment Services as a representative (“Representative”) acting on behalf a business, company or other legal entity (in such event, for purposes of the Payments Terms, “you” and “your” will refer and apply to that business, company or other legal entity).
16.1 You accept the Payment Terms and you will be responsible for any act or omission of employees or third-party agents using the Payment Service on your behalf.
16.2 You and your Representative individually affirm that you are authorized to provide the information described in Section 2.1 and Section 3.2 and your Representative has the authority to bind you to these Payments Terms. We may require you to provide additional information or documentation demonstrating your Representative’s authority.
16.3 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Payment Services; and (ii) you have all requisite right, power, and authority to enter into this agreement, perform your obligations, and grant the rights, licenses, and authorizations in this agreement.
16.4 If you are using your Payment Method for the benefit of your employees or other authorized third-party in connection with WiseHead for Work, as permitted by your account, you authorize WiseHead Payments to charge your Payment Method for bookings requested by employees at your company or other permitted third-party.
16.5 For any Payout Method linked to your WiseHead account, you authorize WiseHead Payments to store the Payout Method, remit payments using the Payout Method for bookings associated with your WiseHead account and take any other action as permitted in the Payments Terms in respect of the Payout Method.
16.6 If you handle, store or otherwise process payment card information on behalf of anyone or any third-party, you agree to comply on an ongoing basis with applicable data privacy and security requirements under the current Payment Card Industry Data Security Standard with regards to the use, access, and storage of such credit card information. For additional information, including tools to help you assess your compliance, see https://www.visa.com/cisp and https://www.mastercard.com/sdp .