Payments Terms of Service

• April 2, 2018

PAYMENTS TERMS AND SERVICE

STRVYN Inc.

Last updated:  March 30, 2018

Welcome to Wellvyl!

Please read these Payments Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By using the Payment Services, you agree to comply with and be bound by these Payments Terms of Service.

Please note: Section 21 of these Payments Terms of Service contains an arbitration clause and class action waiver that applies to all Wellvyl Members. If you reside in the United States, this provision applies to all disputes with Wellvyl. If you reside outside of the United States, this provision applies to any action you bring against Wellvyl in the United States. It affects how disputes with Wellvyl are resolved. By accepting these Payments Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

These Payments Terms of Service (“Payments Terms”) constitute a legally binding agreement (“Agreement”) between you and STRVYN, Inc. governing the Payment Services (as defined below) conducted through or in connection with the Platform.

When these Payments Terms mention “Wellvyl,” “we,” “us,” or “our,” it refers to Wellvyl, operating through STRVYN, Inc..

The Terms of Use of Use separately govern your use of the Platform. All capitalized terms have the meaning set forth in the Terms of Use unless otherwise defined in these Payments Terms.

Our collection and use of personal information in connection with your access to and use of the Payment Services is described in Wellvyl’s Privacy Policy (available at: https://wellvyl.com/privacy-policy/).

1. Scope and Use of the Payment Services

1.1 Wellvyl provides payments services to Members, including payment collection services, payments and payouts, in connection with and through the Platform (“Payment Services”).

1.2 Wellvyl may restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Wellvyl may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.

1.3 The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. Wellvyl is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Wellvyl of such Third-Party Services.

1.4 You may not use the Payment Services except as authorized by United States law, the laws of the jurisdiction in which you reside, and any other applicable laws.

1.5 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 for 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. Key Definitions

“Payout” means a payment initiated by Wellvyl to a Member for services (such as posting Activities) offered via the Platform.

“Payment Method” means a financial instrument that you have added to your Account, such as a credit card, debit card, or a PayPal or Venmo account to make payments to Wellvyl.

“Payout Method” means a financial instrument that you have added to your Account, such as a PayPal or Venmo account, direct deposit, a prepaid card, or a debit card (where available), to receive any Payouts.

3. Modification of these Payments Terms

Wellvyl reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the Platform and update the “Last Updated” date at the top of these Payments Terms. If you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued use of the Payment Services will constitute acceptance of the revised Payments Terms.

4. Eligibility, Member Verification

4.1 You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.

4.2 If you are agreeing to these Payments Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Payments Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

4.3 Wellvyl may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.

4.4 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. Wellvyl reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

5. Account Registration

5.1 In order to use the Payment Services, you must have an Account with Wellvyl in good standing. If you or Wellvyl closes your Account for any reason, you will no longer be able to use the Payment Services.

5.2 You may authorize a third party to use your Account in accordance with the Terms of Use. You acknowledge and agree that anyone you authorize to use your Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person pursuant to and in accordance with Section 4 of the Terms of Use.

6. Payment Methods and Payout Methods

6.1 When you add a Payment Method or Payout Method to your Account, you will be asked to provide customary billing information such as name, billing address, date of birth, financial instrument information, and email address (if you intend on either to Wellvyl or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will include:

• for direct deposit, your address, date of birth, name on the account, account type, routing number, and account number;
• for PayPal or Venmo, your address, email address, and payout currency; and

6.2 When you add or use a new Payment Method, Wellvyl may verify the Payment Method by authorizing a nominal amount, not to exceed one dollar ($1). When you add a Payment Method during checkout, we will automatically save that Payment Method to your Account so it can be used for a future transaction.

6.3 To verify your Payout Method, Wellvyl may send one or more payments of nominal amounts to your Payout Method. We may, and retain the right to, initiate refunds of these amounts from your Payout Method.

6.4 Please note that Payment Methods and Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Wellvyl is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review these terms and conditions before using your Payment Method or Payout Method.

6.5 You authorize Wellvyl to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your Account.

6.6 You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. Wellvyl is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.

7. Financial Terms for Activity Providers

7.1 Generally

Generally speaking, Wellvyl will collect the Gross Payment (as such term is defined in the Activity Provider Agreement) from a Purchaser at the time the Purchaser’s Booking is accepted by the Activity Provider, or at any other time mutually agreed between the Purchaser and Wellvyl.

7.2. Payouts

7.2.1 In order to receive a Payout you must have a valid Payout Method linked to your Account. Wellvyl will generally initiate Payouts to your selected Payout Method at least once a month. The time it takes to receive Payouts once released by Wellvyl may depend upon the Payout Method you select. Wellvyl may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.

7.2.2 Your Payout for a Booking will be the Vendor Payment (as such term is defined in the Activity Provider Agreement).

7.2.3 Wellvyl will remit your Payouts in U.S. currency.

7.2.4 For compliance or operational reasons, Wellvyl may limit the value of each individual Payout. If you are due an amount above that limit, Wellvyl may initiate a series of Payouts (potentially over multiple days) in order to provide your full payout amount.

8. Financial Terms for Purchasers

8.1 You authorize Wellvyl to charge your Payment Method the Gross Payment for any Booking made in connection with your Account via our Platform. Wellvyl will collect the Gross Payment in the manner agreed between you and Wellvyl via the Platform. Wellvyl will generally collect the Gross Payment after the Activity Provider accepts your Booking. Wellvyl may offer alternative options for the timing and manner of payment; any additional fees for using offered payment options will be displayed via the Platform and included in the Gross Payment, and you agree to pay such fees by selecting the payment option. If Wellvyl is unable to collect the Gross Payment as scheduled, Wellvyl will collect the Gross Payment at a later point. Once the payment transaction for your requested Booking is successfully completed you will receive a confirmation email.

8.2 When you request to book a Listing, Wellvyl may also (i) obtain a pre-authorization via your Payment Method for the Gross Payment or (ii) charge or authorize your Payment Method a nominal amount, not to exceed one dollar ($1) to verify your Payment Method.

8.3 If a requested Booking is cancelled either because it is not accepted by the Activity Provider or you cancel the Booking request before it is accepted by the Activity Provider, any amounts collected by Wellvyl 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.

8.4 You authorize Wellvyl to perform the Payment Method verifications described in Sections 6 and 8, and to charge your Payment Method for any bookings made in connection with your Account. You hereby authorize Wellvyl to collect any amounts due by charging the Payment Method provided at checkout, either directly by Wellvyl or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the Platform.

8.5 If Wellvyl is unable collect any amounts due via your selected Payment Method, you authorize Wellvyl to charge any other Payments Methods on file in your Account (unless you have previously removed the authorization to charge such Payment Method(s)).

8.6 Wellvyl is not responsible for any fees that a Purchaser’s third-party payment service provider may impose when Wellvyl charges the Purchaser’s Payment Method, and Wellvyl disclaims all liability in this regard.

9. Appointment of Wellvyl as Limited Payment Collection Agent

9.1 Each Activity Provider hereby appoints Wellvyl as its payment collection agent solely for the limited purpose of accepting funds from Purchasers.

9.2 Each Activity Provider agrees that payment made by a Purchaser through Wellvyl shall be considered the same as a payment made directly to the Activity Provider, and the Activity Provider will provide the purchased services to the Purchaser in the agreed-upon manner as if the Activity Provider has received the payment directly from the Purchaser. Each Activity Provider agrees that Wellvyl may refund the Purchaser in accordance with the Terms of Use. Each Activity Provider understands that Wellvyl’ obligation to pay the Activity Provider is subject to and conditional upon successful receipt of the associated payments from Purchaser. Wellvyl guarantees payments to Activity Provider only for such amounts that have been successfully received by Wellvyl from Purchasers in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Activity Provider, Wellvyl assumes no liability for any acts or omissions of the Activity Provider.

9.3 Each Purchaser acknowledges and agrees that, notwithstanding the fact that Wellvyl is not a party to the agreement between you and the Activity Provider, Wellvyl acts as the Activity Provider’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Activity Provider. Upon your payment of the funds to Wellvyl, your payment obligation to the Activity Provider for the agreed upon amount is extinguished, and Wellvyl is responsible for remitting the funds to the Activity Provider in the manner described in these Payments Terms, which constitute Wellvyl’s agreement with the Purchaser. In the event that Wellvyl does not remit any such amounts, the Activity Provider will have recourse only against Wellvyl and not the Purchaser directly.

10. General Financial Terms

10.1 Service Fees and Other Fees

10.1.1 Wellvyl collects the Gross Payment charged by Wellvyl pursuant to the Terms of Use. Where applicable, the Gross Payment may include Taxes (as defined below) which will be remitted to the Activity Provider. Wellvyl may also collect Taxes in respect of the Gross Payment or Commission Payment. Wellvyl deducts the Commission Payment from the Gross Payment before remitting the Payout to the Activity Provider as described in these Payments Terms.

10.1.2 More information about when Commission Payments apply and how they are calculated can be found in our Activity Provider Agreement (available at: https://wellvyl.com/activity-provider-agreement/). Wellvyl may charge additional fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the Platform.

10.2 Cancellations and Refunds

10.2.1 If a Purchaser cancels a confirmed Booking, Wellvyl will refund the amount of the Gross Payment due to the Purchaser pursuant to the Listing’s cancellation policy and as otherwise in accordance with the Terms of Use (including the Cancellation and Refund Policy or the Extenuating Circumstances Policy as set forth in the Terms of Use). Wellvyl will also initiate a Payout of any portion of the Gross Payment due to the Activity Provider under the applicable cancellation policy.

10.2.2 If an Activity Provider cancels a confirmed Booking, Wellvyl will provide the Purchaser a full refund of the Gross Payment within a commercially reasonable time of the cancellation. In some instances, Wellvyl may allow the Purchaser to apply the refund to a new Booking, in which case Wellvyl will credit the amount against the Purchaser’s subsequent Booking at the Purchaser’s direction.

10.2.3 If, as an Activity Provider, you cancel a confirmed Booking, you agree that Wellvyl may collect any cancellation fees imposed pursuant to the Terms of Use. In these instances, Wellvyl will treat your cancellation as a payment authorization.

10.2.4 All refunds may be subject to the Terms of Use, Extenuating Circumstances Policy, and Cancellation and Refund Policy. If a Purchaser or Wellvyl decides for any reason to cancel a confirmed Booking pursuant to the Terms of Use, Cancellation and Refund Policy, or Extenuating Circumstances Policy, you agree that Wellvyl will not have any liability for such cancellations or refunds aside from its obligations to remit refunds or Payouts pursuant to these Payments Terms.

10.2.5 If, as an Activity Provider, your Purchaser cancels a confirmed booking or Wellvyl decides that it is necessary to cancel a confirmed Booking, and Wellvyl issues a refund to the Purchaser in accordance with the Cancellation and Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, Wellvyl will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.

10.3 Payment Processing Errors

We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by you, so that you end up receiving or paying the correct amount.

10.4 Collections

If Wellvyl is unable to collect any amounts you owe under these Payments Terms, Wellvyl may engage in collection efforts to recover such amounts from you. Wellvyl will deem any owed amounts overdue when: (a) for authorized charges, ninety (90) days have elapsed after Wellvyl first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from an Activity Provider’s future Payouts, one hundred and eighty (180) days have elapsed after the adjustment is made to the Activity Provider’s account or the associated services have been provided, whichever is later. Any overdue amounts not collected within one hundred and eighty (180) days after they become overdue will be deemed to be in default. You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to Wellvyl by you. Such communication may be made by Wellvyl or by anyone on their behalf, including but not limited to a third-party collection agent.

11. Agreement with Terms of Service

Wellvyl uses [Braintree, a division of PayPal, Inc. (“Braintree”)] for payment processing and Stripe. In order for you to use Braintree’s payment processing services, you must read and agree to the Commercial Entity User Agreement (“CEA”) available at https://www.braintreepayments.com/legal/cea-wells and the Payment Services Agreement (“PSA”) available at https://www.braintreepayments.com/legal/gateway-agreement. By accepting this Agreement, you agree: (a) that you have downloaded or printed the CEA, and (b) that you have reviewed and agree to the CEA. If you have questions regarding the CEA or the PSA, please contact Braintree at 877.434.2894.”

You are solely liable for all claims, expenses, fines and liability incurred by Braintree arising out of: (a) a chargeback, refund, over-payment, payment error, or other invalid payment you cause (collectively “Invalidated Payment”); (b) any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and (c) any losses resulting from your failure to comply with the terms of this Agreement, the CEA, or the PSA or your usage of the Braintree Payment Services.

In the event of an Invalidated Payment or other liability, we may deduct the amounts due to Braintree from your Payouts.

12. Taxes

Activity Providers are solely responsible for and will pay any and all sales, use, or excise taxes, assessments, or other liabilities chargeable by a governmental authority as a result of any service provided via the Platform other than taxes on Wellvyl’s income (“Taxes”). You expressly agree to release, defend, indemnify, and hold Wellvyl and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to any Taxes, including, without limitation, the applicability of, calculation, collection or remittance of Taxes in any amount or at all as to your Activities or transactions with Wellvyl.

13. Prohibited Activities

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, agreements with third parties, third-party rights, or the Terms of Use;
• 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 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 Wellvyl or any of Wellvyl’ 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.

14. Intellectual Property Ownership, Rights Notices

14.1 The Payment Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of Wellvyl and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of Wellvyl used on or in connection with the Payment Services are trademarks or registered trademarks of Wellvyl in the United States and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with Payment Services are used for identification purposes only and may be the property of their respective owners.

14.2 You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Payment Services, except as expressly permitted in these Payments Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Wellvyl or its licensors, except for the licenses and rights expressly granted in these Payments Terms.

15. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Payment Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Platform, or pursuant to Section 23 (“Contacting Wellvyl”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

16. Disclaimers

16.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. The Payment Services are provided “as is”, without warranty of any kind, either express or implied.

16.2 Notwithstanding Wellvyl’s appointment as the limited payment collection agent of Activity Providers for the purposes of accepting payments from Purchasers through the Platform, Wellvyl explicitly disclaims all liability for any act or omission of any Member or other third party. Wellvyl does not have any duties or obligations as agent for each Activity Provider except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are expressly excluded.

16.3 If we choose to conduct identity verification on any Member or Activity Provider, 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 Activity Provider or guarantee that a Member  or Activity Provider will not engage in misconduct in the future.

16.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

17. Liability

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 Account in any way, you are responsible for the actions taken by that person. Neither Wellvyl 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 Wellvyl 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. Except for our obligations to pay amounts to applicable Activity Providers pursuant to these Payments Terms, in no event will Wellvyl’s 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 the amounts you have paid or owe for bookings via the Platform as a Purchaser in the twelve (12) month period prior to the event giving rise to the liability, or if you are an Activity Provider, the amounts paid by Wellvyl to you in the twelve (12) month period prior to the event giving rise to the liability, or 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 Wellvyl 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 Wellvyl’s 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.

18. Indemnification

You agree to release, defend (at Wellvyl’s option), indemnify, and hold Wellvyl 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; or (iii) your breach of any laws, regulations, or third-party rights.

19. Termination, Suspension, and other Measures

19.1 You may terminate this Agreement at any time via the “Cancel Account” feature on the Platform or by sending us an email, or by following the termination procedures specified in the Terms of Use. Terminating this Agreement will also serve as notice to cancel your Account pursuant to the Terms of Use. If you cancel your Account as an Activity Provider, Wellvyl will provide a full refund to any Purchasers with confirmed Booking(s) for your Activities. If you cancel your Account as a Purchaser, Wellvyl will initiate a refund for any confirmed Booking(s) pursuant to the Cancellation and Refund Policy.

19.2 Without limiting our rights specified below, Wellvyl may terminate this Agreement for convenience at any time pursuant to and in accordance with Section 5 of the Terms of Use.

19.3 Wellvyl may immediately, without notice terminate this Agreement 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) Wellvyl believes in good faith that such action is reasonably necessary to protect other Members, Wellvyl, or third parties (for example in the case of fraudulent behavior of a Member).

19.4 In addition, Wellvyl 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, or if (ii) you have breached these Payments Terms, the Terms of Use, applicable laws, regulations or third-party rights, (iii) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, or (iv) Wellvyl believes in good faith that such action is reasonably necessary to protect the personal safety or property of its Members, Wellvyl, or third parties, or to prevent fraud or other illegal activity.

19.5 Braintree may also terminate your access to the Payment Services, if (i) Braintree believes you are in breach of PayPal’s Acceptable Use Policy, (ii) you pose a compliance risk, or (iii) in accordance with Braintree’s PSA.

19.6 In case of non-material breaches and where appropriate, you will be given notice of any measure by Wellvyl and an opportunity to resolve the issue to Wellvyl’s reasonable satisfaction.

19.7 If you are an Activity Provider and we take any of the measures described in this Section we may refund your Purchasers in full for any and all confirmed Booking(s), irrespective of preexisting cancellation policies, and you will not be entitled to any compensation for pending or confirmed Booking(s) that were cancelled.

19.8 If your access to or use of the Payment Services has been limited or this Agreement has been terminated by us, you may not register a new Account or attempt to access and use the Payment Services through other an Account of another Member.

19.9 If you or we terminate this Agreement, the clauses of these Payments Terms that reasonably should survive termination of these Payments Terms will remain in effect.

20. Applicable Law and Jurisdiction

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

21. Dispute Resolution and Arbitration Agreement

YOU AND WELLVYL ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT TO THE SERVICES OR YOUR USE OF THE PLATFORM (EACH A “CLAIM”), WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

For Members, the arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Section 21. For Activity Providers, the arbitration will be administered by the AAA in accordance with the Commercial Arbitration Rules then in effect, except as modified by this Section 21. (The Consumer Arbitration Rules and Commercial Arbitration Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs, or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or us from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.

Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

If any provision of this Section 21 is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section 21 of this Agreement will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section of the Agreement will survive the termination of your relationship with us.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

22. General Provisions

22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between Wellvyl and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Wellvyl and you regarding the Payment Services.

22.2 No joint venture, partnership, employment, or agency relationship exists between you or Wellvyl as a result of this Agreement or your use of the Payment Services.

22.3 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.

22.4 Wellvyl’ 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.

22.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without Wellvyl’s prior written consent. Wellvyl may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice. Your right to terminate this Agreement at any time remains unaffected.

22.6 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.

22.7 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and may be given by Wellvyl via email, Platform notification, or messaging service (including SMS or similar).

23. Contacting Wellvyl

You may contact Wellvyl regarding the Payment Services using the information below:

STRVYN, Inc.

legal@wellvyl.com