WIRECARD TERMS OF SERVICE

Last Updated: February 1, 2017

These Terms of Service (“Terms”) apply to your access to and use of the websites at https://rfr.citiprepaid.com , applications and other online products and services (collectively, our “Services”) provided by Wirecard North America, Inc., a Delaware corporation having its registered office at 555 North Lane, Suite 5040, Conshohocken, PA 19428 (“Wirecard” or “we”). By using the Services, you agree to these Terms and you agree to comply with them. If you do not agree to these Terms you must not access or use our Services. Unless you are a consumer, your acceptance of these Terms includes your agreement to the mandatory arbitration provision and class action waiver in Section 13.

In these Terms, a "consumer" means any natural person who is acting for purposes which are outside his trade, business, craft or profession.

If you have any questions about these Terms or our Services, please contact us at:

E-Mail Address:               terms.privacy@wirecard.com

Please refer to our Privacy Policy below for information about how we collect, use and disclose information about you.

https://www.rfr.citiprepaid.com/xContent/content/opemea/program/privacy_cookies_en_US.html

 

1        Eligibility

You must be at least 18 years of age to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, (a) you represent that you are authorized to accept these Terms on that person or entity’s behalf, (b) that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms, and (c) references to “you” in these Terms will refer jointly to you and the other person or entity.

2        User Accounts and Account Security

You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and must not disclose your account user name or password to any third party.   You must promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access if you have failed to maintain the security of your account or have disclosed your account user name or password to a third party.

3        Additional Terms

Additional terms may apply to specific features, products, or services associated with our Services (“Additional Terms”), including without limitation a cardholder bank agreement that you may have with a sponsor bank and a customer program agreement that you may have with Wirecard. These Terms are not intended to cover subject matter addressed in such Additional Terms, and to the extent any Additional Terms conflict with these Terms, the Additional Terms will apply with respect to your access to or use of the applicable feature, product, or service.

4        Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property or other third-party right, act negligently or commit a wrongful act, and you are solely responsible for your conduct while accessing or using our Services. You will not:

5        Limited License; Copyright and Trademark

Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Wirecard Content”) are owned by or licensed to Wirecard and are protected under both United States and foreign laws and treaties around the world. Except as explicitly stated in these Terms, Wirecard and our licensors reserve all rights in and to our Services and the Wirecard Content. We hereby grant you a limited, nonexclusive, nontransferable, non-sublicensable license to access and use our Services and Wirecard Content for your internal business and/or domestic purposes; however, such license is subject to these Terms and, except to the extent permitted by applicable law, does not include any right to (a) sell, resell or commercially use our Services or Wirecard Content; (b) copy, reproduce, distribute, publicly perform or publicly display Wirecard Content, except as expressly permitted by us or our licensors; (c) modify the Wirecard Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Wirecard Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or Wirecard Content other than for their intended purposes. This license will continue unless and until we tell you we are ending it.  Except to the extent permitted by applicable law, any use of our Services or Wirecard Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

6        Feedback

You agree that any questions, comments, suggestions, ideas, original or creative materials or other information you submit [to us or to our website] about Wirecard or our products or Services (collectively, “Feedback”), is non-confidential and non-proprietary. You retain all of your ownership rights in your Feedback, but you grant us an exclusive, worldwide, royalty-free, transferable license (with the right to grant sub-licenses) to use and disseminate the Feedback to third parties including, without limitation, all intellectual property rights, in and to Feedback. This license will continue whilst you use the Services and will continue afterwards unless and until we tell you we are ending it.  You agree that we will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

7        Indemnification

This Section 9 only applies to you if you access or use our Services for the purposes of a trade, business, craft or profession.

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Wirecard, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Wirecard Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify Wirecard of any third party Claims, cooperate with Wirecard Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees).  You also agree that Wirecard will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Wirecard or the other Wirecard Parties.

8        Disclaimers

(a) Our website includes User Content and may include links to other sites and resources provided by third parties. This User Content and third party sites have not been verified or approved by us. We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Services. 

(b) This Section 10(b) only applies if you access or use our Services for the purposes of a trade, business, craft or profession.  Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Wirecard does not represent or warrant that our Services are accurate, complete, reliable, current or error-free.

(c) If you are a consumer, you have certain rights under the law including that we will provide the Services with reasonable care and skill. Nothing in these Terms will affect your legal rights.

(d) While Wirecard attempts to make your access to and use of our Services safe, we cannot and do not promise or commit to you in any way that our Services or servers are free of bugs, viruses or other harmful components. You are responsible for configuring your information technology programmes and platform to access our Services.  You should use your own virus protection software.

 

9        Limitation of Liability

 

(a)               The limitations set forth in this section will not limit or exclude liability caused by the negligence, fraud or intentional misconduct of Wirecard or the other Wirecard Parties or for any other matters for which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the below limitations or exclusions may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

(c)        Unless you are a consumer, Wirecard and the other Wirecard Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages,  lost profits, loss of business or business interruption, even if Wirecard or the other Wirecard Parties have been advised of the possibility of such damages.

(d)       If you are a consumer, if we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into these Terms. We only supply the Services for domestic or private use. You agree not to use the Services for any commercial, business or resale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

(e)        To the extent permitted by applicable law, the total liability of Wirecard and the other Wirecard Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services.

10   Release

This Section 12 only applies to you if you access or use our Services for the purposes of a trade, business, craft or profession.

To the fullest extent permitted by applicable law, you release Wirecard and the other Wirecard Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. To the extent permitted by applicable law, you expressly waive any rights you may have (if any) under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

11   Dispute Resolution; Binding Arbitration

 

This Section 13 only apply to you if you access or use our Services for the purposes of a trade, business, craft or profession.

(a) Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Wirecard and limits the manner in which you can seek relief from us.

(b) Except for small claims disputes in which you or Wirecard seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Wirecard seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Wirecard waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Manhattan, New York, New York in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. 

(c) You and Wirecard agree that any dispute arising out of or related to these Terms or our Services is personal to you and Wirecard and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

(d) You and Wirecard agree that these Terms affect interstate commerce and that the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law.   As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Wirecard agree that for any arbitration you initiate, you will pay the filing fee and Wirecard will pay the remaining JAMS fees and costs.  For any arbitration initiated by Wirecard, Wirecard will pay all JAMS fees and costs.  You and Wirecard agree that the state or federal courts of the State of New York and the United States sitting in Manhattan, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. 

(e) Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and WIRECARD will not have the right to assert the claim. 

12   Governing Law and Venue

If you are a consumer, we both agree that these Terms, their subject matter and formation, and your access to and use of our Services will be governed by and construed in accordance with the laws of your country of residence.  You and we both also agree that the courts of that country will have non-exclusive jurisdiction.

13   Changes to these Terms

We may make changes to these Terms from time to time by providing notice to you.  We will provide notice to you by posting the amended Terms to our Services and updating the “Last Updated” date above. If you are a consumer, we will provide you with as much notice as possible of the amended Terms by sending an email notification to the email address associated with your account or providing supplemental notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately upon posting to our Services, and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

14   Termination

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services for business and operational reasons or if you fail to comply with any of the provisions in these Terms.  If you are a consumer, we will try to give you reasonable notice of any termination. To the extent permitted by law, we are not responsible for any loss or harm related to your inability to access or use our Services.

15   Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

16   Entire Agreement

17   Miscellaneous

In no event will Wirecard or the Wirecard Parties be responsible for any delay or failure to perform due to an event or circumstances outside the reasonable control of Wirecard. The failure of Wirecard to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms apply solely for the benefit of the parties and are not enforceable by any person or entity who is not a party to them.