Last updated: December 2022

These Terms of Service  (the “Agreement”) is a legal agreement between you and Airwallex US, LLC (“Airwallex”) and governs your access to and use of Airwallex services, including collection, payment and currency conversion services  and any other products and services provided by Airwallex (collectively, the “Services”), directly or through our affiliates, via our website, mobile applications, software, APIs or other access channels (the “Platform”). By accessing and using the Services, you agree to be bound by this Agreement, as well as all agreements and policies referenced in this Agreement that apply to you, including without limitation our Privacy Policy, Electronic Communications Consent Agreement and Acceptable Use Policy.  You further agree to any supplemental terms specific to the Services you use such as those additional service terms listed on our Terms and Policy page, which become part of your agreement with us and are hereby incorporated herein (collectively, the “Terms”).

Please read all of our Terms carefully before deciding whether to use our Services. This Agreement includes an Arbitration Agreement (see Section 28) which will require you to resolve all disputes with us on an individual basis through final and binding arbitration. By entering this Agreement, you expressly acknowledge that you have read and understand the terms and have considered the consequences, including your waiver of rights to bring an action on a representative basis or in front of a jury.

Unless otherwise agreed to by Airwallex, this Agreement applies to U.S. residents only. If you reside outside of the U.S. and wish to use our Services, you can register with one of our affiliates and a separate agreement will apply.

As used throughout this Agreement, “website” refers to www.airwallex.com our mobile site and application. The terms “you” or “your” refers to customers who register for, use or access the Services. The terms “we,” “us” and “our” refer to Airwallex. Please note that headings in this Agreement are for reference only.

1. Our Services

Airwallex offers an international payment and foreign exchange solution that provides you with the ability to collect funds in the form of non-cash payments from abroad in multiple currency denominations in a Global Account. Our Services also allow you to store collected funds denominated in multiple currencies in a digital wallet accessible via the Platform (the “Wallet”). The funds stored in your Wallet can be converted to other supported currencies, withdrawn and/or used to make payments to recipients (“Payouts”). 

As used in this Agreement, “Global Account” means an account created by us for your benefit to collect local currencies in certain jurisdictions. Your wallet provides an electronic representation of the physical funds maintained in your Global Account(s) or otherwise available for Currency Conversion or Payments, as further described below.

2. Eligibility 

To register for our Services, you must be a business entity authorized to do business and having your principal place of business located in the United States. Please be aware that we do not offer Services to individual consumers and you agree that you will not use our Services for personal, household or family purposes. We reserve the right to refuse your registration request or discontinue use of our Services for any reason. 

3. Account Setup

a. Registration

To apply to use some or all of our Services, you must first create an account profile for your business on our Platform by providing certain information about the business, including without limitation personal information about the beneficial owners, principals or any employee of your business that will be permitted access or use the Services on behalf of your business. You must provide accurate and complete information in response to all registration inquiries. You may not create duplicate accounts for the same business. If we discover duplicate profiles for the same user, the profiles will be merged or closed, in some cases without notification to you. You are responsible for keeping all information in your account profile up to date at all times. We will only allow you to use our Services if we are satisfied with the information you have provided, and we have been able to verify this information. We may refuse your application to use our Services in our sole discretion if we believe you may be in breach of our Acceptable Use Policy or due to regulatory restrictions. 

b. Authorized Users

You may designate and authorize certain third parties, for example employees or professional advisors, to access and use the Services on your behalf, including entering into and confirm currency conversions and payments from the Wallet (each, an “Authorized User”). Please be aware that designating an Authorized User does not relieve you of your responsibilities under this Agreement. We will deem any use of the Services, including any payments into and out of the Wallet, to have been carried out by you. You must create a user profile for each Authorized User and provide all requested information about such Authorized User. You must inform us promptly if any details provided about an Authorized User have changed or are otherwise incorrect. You may grant different permissions or levels of authority with respect to your Account to each Authorized User. 

You acknowledge agree that: (a) your Authorized Users have the authority to provide instructions to us for the provision of Services on your behalf; (b) we may rely on instructions given by the Authorized User, and you will be bound by the actions of your Authorized Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorized User;

(c) we may refuse access to your Authorized User(s) if we are concerned about unauthorized or fraudulent access; and (d) you will promptly report to us any infringements or unauthorized access to the Platform

c. Global Account 

You may submit a request to open a Global Account by logging on to the Platform and providing the necessary information, including any additional information that we may request. If advised by us, you may also be required to agree to additional terms and conditions. 

For each currency in which you wish to collect funds, we will issue, through our third-party banking partners, a unique account identification number, a bank routing number and other pertinent details (collectively, “Collection Credentials”) corresponding to the Global Account.  You may apply for and we may issue through our third-party banking partner, a set of Collection Credentials for each currency in which you wish to receive funds. Your Collection Credentials can be disclosed to certain approved payors (“Payors”) solely to enable inbound payments which will be credited to your Wallet balance. You may not disclose or otherwise use the Collection Credentials for any purpose other than to facilitate the use of our Services. Collection Credentials are for administrative purposes only and do not represent a separate bank account opened in your name.  You must apply for and we must approve a Global Account for each supported currency denomination. You may not sell, transfer, sublicense, or disclose your Collection Credentials to any third party, other than a Payor. Collection Credentials are unique to you and must be protected and kept secure at all times. You agree to notify Airwallex immediately if you know of or suspect unauthorized use of your Collection Credentials. Airwallex may revoke your Collection Credentials immediately upon notice to you at any time for any reason in our sole discretion.

d. Identity Verification 

In order to comply with federal laws and regulations, we must obtain, verify and record certain information about you, your business and any associated officers, directors, partners, beneficial owners and employees (authorized users). Accordingly, we may request additional information or documents from you when you register with us or open a Global Account or any time thereafter. Examples of such documents or information, include but are not limited to government-issued photo identification, business invoices, banking statements or other personal, financial or business information that may reasonably allow us to confirm your identity, verify beneficial ownership of your business, validate the purpose of your transaction or authenticate your funding source. By accepting this Agreement, you authorize us to make inquiries with certain third parties, such as credit reporting agencies or other information providers, that we deem necessary to verify your identity or validate other information about your business. We reserve the right to suspend or limit access to our Services if we are unable to sufficiently verify your information. Please be advised we may be required to keep records of such verifications for such period of time as is required by federal law.

4. Receiving Funds

a. Funding Your Wallet

You  can load funds to your Wallet by logging on to the Platform and following the steps as directed. You may load funds to the Wallet by way of a self-initiated bank transfer to Airwallex. At this time, no other funding methods are accepted. We may, however, permit additional methods of loading money onto the Wallet. 

b. Global Account Collection 

If we have opened a Global Account for you, you may also receive from any Payor to which you have provided the Collection Credentials which will allow such Payor to send funds via ACH or domestic wire transfer. The number of methods made available to you for receiving money into your Global Account will depend on a number of factors including where you live and your verification status with us. We cannot guarantee the use of any particular upload method and may change or stop offering a particular upload method at any time without notice to you. 

c. Crediting your Wallet

We will credit your Wallet when we receive your funds. You should check the incoming funds in your Wallet against your own records regularly and let us know if there are any irregularities.We are not liable for any inbound funds in transit to your Wallet until we receive such funds. Inbound funds must be received in a currency corresponding to an approved Global Account.  Any attempted transfer of funds to your Wallet through an unsupported payment method or currency will be rejected and returned to the Payor. The payment and delivery of funds to your Wallet, including the timing of receipt of funds and the amount of funds delivered, is controlled solely by the Payor and may be subject to the Payor’s terms and conditions. Any issues or disputes with the delivery, non-delivery or timing of the delivery must be resolved directly with the Payor and is not the responsibility of Airwallex. When loading funds to your Wallet, always ensure that you input accurate information, including relevant banking details or any unique transaction reference number specified by us. Failure to do so may result in a delay or inability to credit your Wallet. Please be advised that depending on the relevant currency, there may be monetary limits on the amount that may be uploaded to your Wallet. Airwallex invests balances held by its customers in permissible investments in accordance with state money transmitter laws. Airwallex owns the interest or other earnings on these investments, if any. Airwallex does not use balances held by its customers for operating expenses or other corporate purposes and will not voluntarily make such funds available to its creditors in the event of bankruptcy. 

 d. Source of Funds

Unless we agree otherwise in writing, you must ensure that all funds we receive in connection with the Services come from a legitimate source (for example, proceeds from the sale of goods and services) and otherwise comply with our Acceptable Use Policy. You agree to provide evidence of the funding source, if and when requested by us. 

5. Payments and Conversions

a. Payouts

To withdraw funds from your Wallet, you must book a Payout. A “Payout” refers to a transfer of funds from your Wallet to a designated recipient or to your own bank account. To book a Payout, log on to the Platform and you will be prompted to provide specific information concerning your Payout, including identification information of the recipient, recipient bank account information, the buy/sell currencies and the amount you wish to send (collectively, your “Instructions”).  

b. Currency Conversions 

You can convert funds in your Wallet from one currency to another (a “Currency Conversion”). Converted funds can be held in your Wallet or simultaneously transferred as a Payment. The exchange rate applied to your Currency Conversion will be quoted when you book the Currency Conversion and/or Payment and will also be identified on your Confirmation. You may not manage multiple currencies for speculative trading purposes.

c. Instructions

When booking a Payout or Conversion, you must ensure that your Instructions are correct and complete. Failure to provide accurate Instructions, may result in delay or mis-delivery of funds. We will not be responsible for money sent to the wrong recipient as a result of incorrect Instructions provided by you. 

d. Confirmation

Upon submission of your Instructions, you will receive a booking confirmation that details: (i) any applicable fees assessed on the Payout; (ii) the exchange rate applied to the conversion of funds (if applicable); and (iii) your Instructions for delivery including recipient account information (the “Confirmation”). The Confirmation will be sent by email to the email address associated with your Airwallex Account. Please contact Customer Support if you do not receive a Confirmation. You should review the Confirmation carefully and notify us immediately if you identify any errors or if any information or Instructions included on the Confirmation is incorrect. All Payments are final upon receipt of Confirmation and cannot be canceled or amended unless otherwise required by law. 

e. Rejections, Cancellations and Delays

Unless otherwise required by law, we reserve the right to reject, cancel, delay or block any Payment for any reason including without limitation because: (i) providing Services to you or processing a particular Payment would constitute a violation of applicable law; (ii) you fail to provide adequate verification of your identity or the purpose of your Payment; (iii) you fail to provide any additional information requested by us; (iv) you provide false or misleading information; (v) we believe in our sole discretion that the Payment is unauthorized, fraudulent or inauthentic; (vi) you have insufficient funds in your Wallet in the relevant source currency to cover the full amount of the Payment (including any applicable Fees); or (vii) you are otherwise in breach of the Terms.  Where there are insufficient funds for one or more Payments at settlement cut-off time, Airwallex reserves the right to make the Payment at its discretion (for example, on a time basis, converting the earliest booked Payment up to the value of the funds available to Airwallex at the applicable settlement date or payment date). The remaining booked currency conversions will be treated as failed transactions, and Airwallex reserves the right to charge relevant break costs and administration fees in accordance with these Terms. We may impose daily or periodic limits on the amount of Payments you may enter into.

6. Holding Funds 

 Airwallex combines the balance of your funds with the balance of funds of other Airwallex customers and holds these pooled funds on your behalf and for your benefit and others holding balances in one or more accounts we or our affiliates maintain with one or more depository institutions (each, a “Segregated Account”). You agree and understand that we hold your funds for your benefit in the Segregated Accounts as your agent and custodian. We will have sole discretion as to the maintenance and establishment of Segregated Accounts and you will not have any right to or be entitled to draw funds from any Segregated Account. We will invest funds from Segregated Accounts in permissible investments in accordance with state money transmitter laws. All funds received for the benefit of consumers are held separately from corporate funds and will not be used for operating expenses or for any other business purposes. Additionally, Airwallex will not voluntarily make these funds available to creditors in the event of bankruptcy. You will not receive any interest or other earnings accrued on your balance or any other funds held in a Segregated Account. In consideration of your using our Services, you irrevocably assign to us all rights and legal interest to any interest or earnings attributable to holding your balance in a Segregated Account.

7. Accessing Services via API

You may access our Services through our API.  To use our Services through the Airwallex APIs, we must first approve such access and you must at all times comply with all API Documentation and reasonable directions regarding the integration and use of the Airwallex APIs. It is your responsibility to ensure the security and integrity of your technical systems including limiting access to only authorized individuals and by imposing log-in and user authentication requirements. 

8. Account Security 

You, and your authorized users, are responsible for safeguarding log-in credentials. If you believe that your log-in information has been stolen or compromised, you must contact us immediately. To prevent unauthorized use of your Account, you should log in to your account and check your account balance on a regular basis. Each time you conduct a Currency Conversion or Payout, we will send a Confirmation to the email on file. Please review these Confirmations carefully. If you detect any inaccuracies or errors or if you believe the payment was unauthorized, please contact us immediately. 

9. Taxes

Our fees exclude taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). You are responsible for determining any and all Taxes or duties that may be assessed, incurred or apply to the fees or payments made or received to or from your Global Account. It is your sole responsibility to remit any such Taxes to the appropriate government tax authorities. You also are responsible for any applicable reporting requirements, including without limitation reporting in accordance with laws related to customs or foreign currency controls. 

10. Fees

Any fees assessed on your payments or Currency Conversion will be disclosed at the time you book a Payment and/or Currency Conversion prior to you confirming the transaction. Please be advised that the receiving bank may independently assess fees on a Payment. Airwallex is not affiliated with the receiving bank and therefore cannot provide any information on such fees. You should consult directly with your bank for information regarding those assessments of receiving or intermediary fees.  

11. Reversals, Delays and Cancellations

a. Cancellation Request. We will honor your request to cancel or recall any Payment so long as the funds have not been dispatched or delivered to the intended recipient prior to receipt of your cancellation request. Cancellation requests may be submitted by contacting our Customer Support team at 1-855-932-3331. Refunds for eligible cancellations will be credited to your Wallet balance and made available for withdrawal as soon as practicable, but in no event later than as may be required by applicable law.  Residents of certain states may have additional rights in relation to refunds, please visit our Licensing page for more information.

b. Reversals and Delays. Unless otherwise stipulated by applicable law, we may in our sole discretion reverse, cancel or delay a Payment or Currency Conversion in certain circumstances, including without limitation if: (i) we suspect that a transaction is fraudulent or unauthorized activity in relation to your account; (ii) we suspect that a transaction is in breach of this Agreement, our Acceptable Use Policy or applicable law; (iii) you are in default of this Agreement or any Terms with us; (iv) your Payment exceeds any applicable currency conversion limits; (iv) a situation arises outside our reasonable control; (v) the sender made a transfer to you by mistake or your account has been credited in error; (vi) the sender, or a relevant payment services provider, reverses a transaction or is likely to reverse a transaction; (vii) you have provided incorrect Instructions for the transaction; or (viii) if required by applicable law. In no event will Airwallex be liable for any losses resulting from such delay. 

12. Unauthorized Transactions 

You are advised to check the transactions in your Wallet regularly. All of your activity is displayed in the Platform. You must contact us immediately by email to [email protected] to report any suspected or actual unauthorized transaction or other security concerns regarding the Platform. If you do not notify us of any unauthorized, or incorrectly initiated or executed transactions immediately and at the latest within 90 days of the debit date of the transaction, you may lose the right to have the matter corrected or money refunded.

 We may refund money you have lost if a transaction is due to our mistake, fraud, or errors with your transaction. Whenever a transaction is reversed, Airwallex will refund or reverse the transaction from your Wallet in the same currency as the original transaction. We will however not be liable for unauthorized transactions that are caused outside of the direct control of Airwallex. In particular, but without limitation, we are not liable (and you will be solely liable for all losses): (a) if you do not promptly notify us of security issues; (b) you have breached this Agreement or applicable Additional Terms; (c) if we find that you or your Authorized Users, or anyone else acting on your behalf, has acted fraudulently or recklessly (and we will not refund you in any circumstances); (d) if you or any Authorized User has with intent or negligence compromised the security of your account or the Platform or failed to comply with your obligations to use them in accordance with this Agreement, and to keep all log-in information and passwords confidential and secure; (e) if you provided incorrect instructions for the Payment (we may however provide you with reasonable assistance to assist you to recover the funds, where possible, but do not guarantee that this would be successful); and (f) in any other circumstance outside of our direct control to the extent permitted by applicable law. If we refund you for an unauthorized transaction but subsequently find that you did not comply with your obligations, you agree to reimburse us for the value of the unauthorized transaction.

 13. Restrictions on Use of Services 

a. Prohibited Activities.  You may not use our Services in connection with certain prohibited activities as set forth in our Acceptable Use Policy.

b. No Negative Balance. You may not have a negative balance in your Wallet. If any transaction or charges (including any chargeback, reversal of a transaction, or deduction of fees) results in your Wallet falling below zero, you must immediately fund your Wallet to restore a positive balance. If you fail to remedy the negative balance, we may suspend use of your Wallet or refuse to provide the Services to you and deem you in default of the Agreement. We may also take reasonable steps to recover any amount owing to us (such as taking legal action or using debt collection services). 

c. No Currency Trading Platform. We are not a currency trading platform, and accordingly, you should not use our Services, including the Airwallex Account or the auto conversion order function for this purpose (including creating multiple auto conversion orders or a series of Money Transfers without the intention of completing them or for seeking to profit from FX trading). If we detect that you are using our Services for this purpose, we may, at in our sole discretion, set a limit on the number of auto conversion orders you may create, cancel your orders, set a limit on the amount of money you can convert or transfer in one or more currencies or in the same currency, restrict your ability to use this or other features, or suspend or close your Airwallex Account and disgorge your gains.

14. Default Rights 

If you are deemed in default of this Agreement you will be responsible for any unpaid amounts owed to us as well as any losses resulting from such default, including losses resulting from unwinding a Currency Conversion which will be assessed as a break cost. More information regarding break costs is available upon request. If we are unable to collect any amounts you owe under the Terms, we may engage in collection efforts to recover such amounts from you which may include collection costs such as attorneys’ fees, cost of proceedings, applicable interest and related expenses.  

15. Third-Party Providers

The Services may be made available or accessed in connection with services or products provided by certain third parties, including our affiliates (“Third-Party Services”). Separate terms and conditions as well as privacy policies will apply to your use of Third-Party Services. We expressly disclaim any responsibility or liability for your use of and the performance of any Third-Party Service provided by a non-affiliated party. All disputes arising from your use of a Third-Party Service must be resolved with that third party directly, and not Airwallex. When using a Third-Party Service, our Privacy Policy is no longer in effect and any personal information or data collected by that third party is subject to the Third-Party Service’s own privacy policy.

16. Account Termination or Suspension 

We reserve the right to terminate or suspend the Agreement and/or use of the Services, upon notice to you, at any time and for any reason including without limitation if:

• we suspect criminal activity on your Wallet, that your Wallet is being used fraudulently; 

• we reasonably believe you are in violation of applicable law or regulation;

• we are legally required to do so, including by any relevant governmental authority; 

• you have breached these Terms 

• you provide false, misleading or inaccurate information, or we have been unable to verify any information you have provided;

• you notify us, or we suspect or identify, any suspected or actual unauthorized transactions;

• your Wallet has a negative balance and you haven’t promptly repaid the amount owing to us; or 

• one of our banking partners, or other service provider necessary to provide the Services, requires us to terminate the Agreement. 

If we terminate your use of the Services, we will promptly make available for withdrawal any funds in your Wallet that are not otherwise restricted. 

17. Closing Your Account 

You may close your account with Airwallex and terminate your relationship with us at any time by contacting Customer Support at 1-855-932-3331 or [email protected]. You will remain liable for any outstanding obligations after closure. You must withdraw any balance in your Wallet before closing it. You may not close your account with us if your Wallet reflects a negative balance. 

18. Dormant Accounts 

If funds remain in your Wallet for an extended period of time, they may be deemed “abandoned” or “unclaimed” by you under applicable state law. To the extent required by applicable law, we will attempt to provide notice to you prior to the expiration of the relevant dormancy period. If you fail to contact us upon expiration of the notice period, we will be required to deliver the unclaimed funds to the appropriate government agency. 

19. Privacy 

We are committed to protecting your privacy. Please review our Privacy Policy to learn more about how we safeguard, share and use your information.

If you provide any personal information to Airwallex about any third party, you confirm that you have obtained consent from such third party to disclose the information. 

20. Intellectual Property 

a. License Grant. We grant you a personal, revocable, non-transferable, non-sublicensable and non-exclusive license to access and use the Platform via any supported web browser for the management of our Services provided you comply with this Agreement.

b. Ownership. We own all intellectual property rights in and to the Platform and its proprietary technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, and derivative work thereof. This Agreement does not transfer from Airwallex to you any ownership rights in the Platform, and its proprietary technology.

c. Restriction on Use. You do not have any right to our Services, including the Platform, other than the right to use them in accordance with the license granted in this Agreement. Except as allowed by law or by Airwallex, you cannot use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of our Platform, Services, or included software. You will not allow any unauthorized person to access or use the Platform, or trade on the Platform for speculative purposes. You also cannot reverse engineer, decompile, disassemble or attempt to extract the source code of the Platform or software.

21. Electronic Notices and Disclosure

As an online service, most of our communications with you including, but not limited to receipts, confirmations, annual or periodic notices, updates to agreements and disclosures will be provided to you in electronic format, unless otherwise required by applicable law. We will provide these communications to you by posting them on the Airwallex website or by emailing them to you at the email address listed in your profile. You agree and consent to receive such communications in electronic format. You further agree that such electronic communications have the same meaning and effect as if we had provided you with a paper copy. You may withdrawal your consent to receive all communications in electronically, but if you do so you will no longer be able to use our Services. For full details on electronic receipt of communications, including system requirements please see our Electronic Communications Consent Agreement. 

22. Electronic Signatures

By selecting the “I agree” box or typing your name as directed on any requisite form, you agree that your electronic signature constitutes your consent to be bound by the terms of this Agreement. You further acknowledge that your electronic signature is the legal equivalent of your manual/handwritten signature. You also agree that no certification authority or other third-party verification is necessary to validate your signature and that lack of such certification will not in any way affect the enforceability of your signature or any resulting agreement between you and Airwallex.

23. Legal Process  

We may be required to respond to valid legal orders affecting you or your associated business entity, including but not limited to by subpoenas, liens, writs of attachment or other court orders, or we may be obligated to comply with applicable law or regulatory requests (“Legal Process”). As a result, we may take certain actions such as releasing your funds, freezing funds in your Wallet, disclosing data or information about you and your account history to government agencies, enforcement authorities or other third parties. We will determine in our sole discretion what action is required of us. Unless otherwise prohibited by court order or applicable law, we will make reasonable efforts to notify you of any such action. You acknowledge that we do not have any obligation to contest or appeal any Legal Process involving you or your associated business entity. Airwallex is not liable for any losses, whether direct or indirect, that you may incur in relation to our response to a Legal Process or compliance with regulatory requirements or applicable law. 

24. Warranties and Representations

By accepting these Terms, you represent, warrant and covenant that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right and authority to enter into the Terms and bind the business named on the Airwallex account profile; (c) the information you provide to Airwallex about yourself, your business and your accounts maintained at other financial institutions is true, accurate and complete; (d) all transactions initiated by you using the Services will comply with all federal, state and local laws, regulations and rules;  (e) you will not utilize the Services, directly or indirectly, for any fraudulent undertaking; (f) you will not use the Services to conduct transactions for personal, household or family purposes or for peer-to-peer money transmission; (g) all inbound funds represent a transaction for permissible products and services in accordance with our Acceptable Use Policy.

25. Limitation of Liability 

In no event will Airwallex nor any of its affiliates or suppliers be liable to you for any incidental, indirect, punitive, special, exemplary or consequential damages (including without limitation loss of data or loss of business, lost profits, loss of goodwill, compute damage or system failure or the cost of substitute products or for any damages for personal or bodily injury resulting from your use of our Services or delay or inability to use our Services, even if such damages are foreseeable by Airwallex, and whether or not you or Airwallex have been advised of the possibility of such damages. 

Airwallex is not liable, and denies responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Global Account, Wallet or data contained therein. Airwallex further denies responsibility for allliability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; or (e) any errors, inaccuracies, omissions, or losses in or to any data provided to us.

You agree that any additional liability to you or any third parties, not otherwise disclaimed or denied by Airwallex is limited to the actual amount of direct and documented damages. You further agree that under no circumstances will any such liability exceed the greater of (i) $10,000 or (ii) in the aggregate, the amount of Fees paid by you to Airwallex during the three-month period immediately preceding the event that gave rise to your claim for damages. 

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. The use of the term “Airwallex” in this Section 25 (Limitation of Liability) means Airwallex, its processors and suppliers (and their respective affiliates, subsidiaries, agents, officers and employees).

26. Indemnification 

You agree to defend, indemnify and hold harmless Airwallex (and our respective affiliates, subsidiaries, officers, directors, employees, contractors, agents, licensors and suppliers) from and against any and all claims, losses, judgments, damages, interest and expenses including without limitation reasonable attorneys’ fees arising out of or relating to any claim, action, or other proceeding brought by any third party that arise out of or relates to: (i) any actual or alleged breach of your obligations, representations or warranties set forth in this Agreement; (ii) your wrongful or improper use of the Services; (iii) your violation of any federal or state law, rule, or regulation of the United States, or any other country; (iv) any other party’s access and/or use of the Services using your log-in or security credentials; (v) any overpayment, invalid instructions, or payment caused by you; (vi) your violation of the rights of a third party; or (vii) the actions or inactions of any third party to whom you grant permissions to use your Airwallex account or access our websites, software, systems operated by us or on our behalf.

27. Disclaimer of Warranty 

THE AIRWALLEX SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY. AIRWALLEX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. AIRWALLEX DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, CORRECT OR RELIABLE; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT A PARTICULAR TIME OR LOCATION; THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Airwallex makes every effort to process transactions in a timely manner, but we make no representations or warranties regarding the time it takes to complete a particular transaction because our Services are dependent upon many factors outside of our control.

28. Arbitration Agreement

PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND LIMITS HOW CLAIMS BETWEEN US ARE RESOLVED. Additionally, it contains a waiver that prohibits class and representative actions and any other non-individualized relief against us. For purposes of this arbitration provision (the “Arbitration Agreement”), references to you or Airwallex also include respective affiliates, subsidiaries, employees, processors, suppliers, agents, successors and assigns as well as any other beneficiary of the Services.

Binding Arbitration. You and Airwallex agree that any Disputes, except for actions brought in small claims court pursuant to subsection (c) or excluded under subsection (d), shall be resolved exclusively through final and binding arbitration by a single neutral arbitrator and not in a court of law. “Dispute” means any claim, controversy or dispute between you and Airwallex, including without limitation any state or federal statutory claim, common law claim or any claim based in contract, tort, fraud, misrepresentation or any other theory that arise from or relates to the breach, enforcement, interpretation or validity of any provision of this Agreement or the Terms. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Airwallex agree that the arbitrator will decide that issue as well.

Rules and Governing Law. Arbitration shall be administered by the American Arbitration Association (referred to as the “AAA”). The AAA will apply the Commercial Arbitration Rules, except as modified in this Arbitration Agreement, to the arbitration of any Dispute. The AAA’s rules are available at www.adr.org. Notwithstanding subjection (l) concerning substantive law, you and Airwallex each agree that this Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act (9 U.S.C. §§1-16) will govern the interpretation and enforcement of this Arbitration Agreement.

Small Claims Option. As an alternative to arbitration, you may bring an individual action in small claims court in your county of your business’ principal place of business, so long as the Dispute meets all the jurisdictional qualifications and provided that the matter remains in small claims court and advances only on an individual (non-class, non-representative) basis.

Exceptions to Arbitration. You and Airwallex agree that Disputes based on the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of party’s intellectual property rights; or (ii) any claim seeking emergency injunctive relief or other provisional remedies.

Notice of Dispute. A party who intends to seek arbitration must first notify the other party in writing at least 30 days prior to initiating the arbitration. Notice to Airwallex should be sent either by mail to Airwallex, Two Embarcadero Center, 8th Floor, San Francisco, CA 94111 Attn: Legal Department; or by email to [email protected].  Notice to you will be sent to your email address and/or street address that Airwallex has on file or associated to your Airwallex account profile. It is your responsibility to keep your contact information up to date. The notice must describe the nature and basis of the claim(s) the relief being sought. If we are unable to resolve the Dispute within 30 days of receipt of the notice, either party may proceed to file a claim for arbitration with the AAA.

Arbitration Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated herein. If your claim for damages does not exceed $75,000, Airwallex will be responsible for any initial filing fee in excess of $200. You may be able to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Airwallex will not seek and hereby waives all rights it may have under applicable law or the AAA rules to recover attorneys’ fee and expenses if it prevails in arbitration.

Arbitration Location and Attendance. If you bring a Dispute, any in-person arbitration hearing will be held in San Francisco, California. If the value of the relief sought is $10,000 or less, you or Airwallex may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on both parties subject to the discretion of the arbitrator to require an in-person hearing. In the event that an in-person hearing is held, you or Airwallex may attend by telephone, unless the arbitrator requires otherwise.

Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the award is based. The arbitrators’ award will be binding on both parties and any court of competent jurisdiction may enter judgment upon the arbitrator’s award. An arbitrator’s decision or judgment thereon will not have any precedential or collateral estoppel effect.

Class Action Waiver. To the fullest extent permitted by law, both you and Airwallex each agree that any Dispute against the other must be brought on an individual basis only and not as a plaintiff or class member in any class, consolidated or representative action or proceeding. The arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking the relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The arbitrator may not consolidate more than one person’s claim and may not otherwise preside over any form or representative or class action. Any relief awarded by an arbitrator cannot affect or impact any other Airwallex customer. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

Jury Trial Waiver. If for any reason, a Dispute proceeds in court rather than through arbitration, you and Airwallex irrevocably and knowingly waive any right to a trial by jury as to all arbitrable Disputes.

Settlement Offers. Any settlement offer made by you or Airwallex shall not be disclosed to the arbitrator, unless and until the arbitrator issues an award on the claim.

Choice of Law and Forum. The arbitrator shall apply the substantive law of the State of California, without regard to its conflict or choice of law principles. If for any reason a Dispute proceeds in court rather than through arbitration, all such Disputes arising out of or relating to this Agreement (other than small claims actions pursuant to subsection (b)) will be brought in the state courts located in the City and County of San Francisco, or federal court for the Northern District of California. In such cases, you and Airwallex hereby consent and submit to the exclusive personal jurisdiction of such courts.

Severability. With the exception of the provisions concerning Class Action Waiver (subsection (i)), if any other provision of this Arbitration Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such provision will be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.

29. Governing Law

You agree that this Agreement and any claim or dispute that has arisen or may arise between you and Airwallex will be governed by the laws of the State of California, without regard to any conflict of law provisions. 

30. Modification of Agreement 

We may modify this Agreement at any time by posting a revised version on our website or by otherwise communicating such amendments to you. Any modification to this Agreement will become effective upon posting or notice to you. You will be deemed to have accepted the modification if you continue to use the Services after the amended Agreement has been posted. We may, at any time and without liability, modify or discontinue all or part of the Services. 

31. Assignment 

You may not assign any rights or obligations under this Agreement, without our prior written consent. Any attempt to do so will be void and constitute a material breach of this Agreement. Airwallex may assign this Agreement without your consent upon reasonable notice to you. 

32. Translation of Agreement

Any translation of this Agreement into a language other than English is provided solely for your convenience and is not intended to modify the terms of the Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall control.

33. Updates

From time to time, we may issue updates to the Platform or APIs in order to facilitate the continued and proper operation of the Services, make improvements or to comply with applicable law. Some updates may require you to take steps to implement them. You agree to implement such updates upon notice by us. In some cases, you may not be able to use the Platform until you have implemented the update. If you have not implemented an update within six months of its release, we may cease providing some of the Services to you. 

34. Feedback 

If you provide us with any comments, questions, ideas, suggestions or other feedback relating to the Airwallex Platform or our Services (‘Feedback’), you agree that we may freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. 

35. Complaints

If you have a question or complaint about our Services, please contact us 1-855-932-3331 or [email protected]  or by writing us at: Two Embarcadero Center, 8th Floor, San Francisco, CA 94111. Residents of certain states have the right to submit complaints.  For additional information about your rights and ability to submit claims to a regulator, please see our Licensing Page. 

36. General Provisions 

This Agreement and all policies and agreements incorporated by reference constitute the entire agreement between you and Airwallex for the provision of Services. Except where expressly stated otherwise, this Agreement will prevail over any conflicting policy or agreement related to the provision of Services. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of our right to enforce the same right or provision on a future date. If any provision of this Agreement is found to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This provision shall not affect the severability and survivability provisions of the Arbitration Agreement. Upon termination of this Agreement for any reason, the following sections of this Agreement, in addition to any payment obligations under the Terms and any other provision that in order to give proper effect to its intent, shall survive and remain in effect: Section 23 (Legal Process); Section 25 (Limitation of Liability); Section  27 (Disclaimer of Warranty); Section 26 (Indemnification); Section 28 (Arbitration Agreement); Section 29 (Governing Law); Section 36 (General Provisions).