Terms Of Service
WOJE 2.0

This WOJE Agreement (“Agreement”) is entered on the same day as the date any documentation and/or training has begun (the “Effective Date”) between WOJE, Inc also referred to as WOJE Money (“Company”), and the Customer listed as a subscriber of any Woje product or service  (“Customer”). This Agreement incorporates the WOJE Implementation agreement, as well as the Company Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.

This agreement is for the express purpose of offering Customer the ability to use the Lifetime 100% money back guarantee in accordance with the terms found in this agreement.

Woje SALES AND SUBSCRIPTION TERMS AND CONDITIONS

1. WOJE SERVICES AND SUPPORT

1.1 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice found in the Policies and Procedures and Terms and Conditions found at www.wojemoney.com and www.wojeinc.com.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.4 In order to use the payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. You authorize Woje to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address, and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through Woje’s application, and Dwolla account notifications will be sent by Woje, not Dwolla. Woje will provide customer support for your Dwolla account activity, and can be reached at service@wojeinc.com.

2.5 Age requirement. All users must be 18 years of age or older. Any customer that utilizes Dwolla-powered services must be at least 18 years old.

2.6 Customer agrees to the Woje Terms of Service and Privacy Policy as well as their payments partner Dwolla Terms of Service and Privacy Policy.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Company shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. ADDITIONAL FEES

4.1 In the case of third parties, third party integrations, merchant fees from third parties, applicable taxes, future versions or extensions, custom integrations, and/or partial integration where Customer will pay Company the then applicable fees described in the Company’s policies and procedures for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in this agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance , or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Calculation of finance charge may occur on a DPR (Daily Percentage Rate). Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Product and Services. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL BE ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PRODUCT AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

8.2 Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@wojeinc.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

9. COST, FEES, AND SUBSCRIPTION & CREDIT AGREEMENT

9.1a. During Woje’s Live Beta Test, Customer is offered this low monthly subscription price of two dollars ($2.00) for a maximum duration of four(4) Months for use of the Woje 2.0 version of the Software, along with 11.83% of the earned interest on any financial transaction and 11.83% of any additional fees charged by Customer within woje 2.0.i.e., Service Fee, Late fee, bounced payment fee, etc.

9.1b. Regular Pricing of subscription may include an introductory monthly subscription fee between $1 to $10 with an increase after Customer enters their first contract into the software. This increase may be between a monthly subscription price of $24 to $36 , along with 11.83% of the earned interest on any financial transaction and 11.83% of any additional fees charged by Customer within woje 2.0.i.e., Service Fee, Late fee, bounced payment fee, etc.

9.2 Credit Agreement. If at any time a product, service, or training has a one-time sales price and, if schedule has been set to finance, the Credit and financing portion of this agreement will begin on the first day of implementation of said product, service, or training. a. Starting Base APR will be 11.9%. b. Minimum Per Transaction Finance Charge will be $1.97. c. Late Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. d. Bounced Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 22% by Company’s discretion. e. ACH Payment and Auto withdrawal payment is construed to be any auto-withdrawal method past, present, or future technology in the benefit of receiving payments by any account information given to Company by you. f. The APR for all transactions is calculated using the DPR. The DPR is 1/365th of the APR (or 1/366 in a leap year). g. If at any time an ACH payment cannot be received company has the right to lower and fluctuate the minimum monthly ACH Payment to help fulfill your obligation of payments. h. You understand that this is considered a revolving line of credit with Company and as such a Truth In Lending cannot be created because of the changes made to your account. i. This offer is non transferable. Changes to any account information may void this offer at Company’s discretion. j. This Agreement is automatically accepted by you immediately upon any use of your Account. If you wish to decline this Agreement, entire balance owing must be paid 7 days after delivery/installation.

9.3 We may amend, add or delete (i.e., “change”) any term of this Agreement at any time. We will notify you of any change, and any right to reject that change, as required by law. To reject a change, you must inform us in the manner and time period specified in our notice. We will then close your Account and you will be required to pay your Outstanding Balance as provided by applicable law. If a change requires your consent, we may obtain that consent from you verbally, in writing or electronically. Whether or not consent is required, any further use of your Account after the effective date of the change shall constitute your consent and acceptance. Unless a longer period is specified by law, a reasonable period for any notice to you shall not exceed 25 days from being sent. Notices may be emailed or applied in the contract portion of your online viewable ledger.

9.4 You will have access to view the online ledger of your account. Watch for access via the email address you provided to view each transaction.

9.5 All payments and other credits to your account will be applied as determined at our discretion, which may include applying these payments and credits to balances subject to lower Annual Percentage Rates prior to balances subject to higher Annual Percentage Rates. All account terms and charges disclosed herein are accurate as of the printed date, but are subject to change.

9.6 You authorize us to obtain a consumer report from consumer reporting agencies in considering this application, and for the purpose of update, renewal, and extension of credit, reviewing or collection of your account. Upon your request, we will inform you of the name and address of each consumer-reporting agency from which we obtained a consumer report relating to you. In order to be considered for this line of credit you must sign this sales agreement and fill out our credit application. Failure to provide any information requested may be grounds for denial. After credit approval, each applicant shall have the right to use this account to the extent of any credit line that we set, and each applicant may be liable for all amounts of credit extended under this account to any joint applicant. The applicant, if married, may apply for a separate account. This offer supersedes all other offers.

9.7 We apply your payment to your Account on the business day we receive it.

9.8 You may repay all or any portion of the Outstanding Balance at any time without penalty.

9.9 Annual Percentage Rates, Daily Periodic Rates and Fees and other disclosures are found above at the beginning of this agreement associated with your Account. The Company website, may also includes disclosures. The terms of these disclosures are incorporated by reference into this Agreement. Review these disclosures carefully.

9.10 Your Account will be in default in any of the following circumstances: (a) your minimum ACH payment declined and payment is not received before the payment due date; (b) you fail to honor any other obligation under this Agreement; (c) you die, file for bankruptcy, or become insolvent or generally unable to pay your debts; (d) you have furnished false or misleading information on acquiring this line of credit; (e) you are in default under any other obligations you may owe to us; or (f) we reasonably believe that you are unable or unwilling to honor all of your obligations under this Agreement. If your Account is in default, we may declare the Outstanding Balance immediately due and payable, close your Account.

9.11 You agree to pay our reasonable collection expenses, whether or not any court or arbitration proceedings are filed. Collection expenses include reasonable attorneys’ fees, the cost staff (including in house counsel), and out of pocket expenses which may include repossession of goods (whether or not such expenses are awardable as “court costs”). Unless prohibited by law, you agree that we may bring legal action against you in the State of UTAH, regardless of where you reside.

9.12 If any payment on your Account is dishonored or must be returned because it cannot be processed, we charge a bounced payment Fee. This fee is charged to your Account as a purchase item.

9.12 If you request research on your Account (except for alleged billing errors by us unless billing error is invalid according to the existing contract), we may charge you a research fee up to $25 per hour, plus $5 per email. This fee is charged to your Account as a purchase item.

9.13 Your right to use the Account or make charges to your Account terminates when your Account is closed. All of our rights and your obligations remain in effect until your Account is closed and your Outstanding Balance is paid in full.

10. HEADINGS

The headings used in this Agreement are for convenience only and do not describe the entire scope or intention of any portion of this Agreement.

11. INTEGRATED AGREEMENT

This Agreement is the final written statement of your contract with us and cannot be contradicted with evidence of any alleged oral agreement.

12. SEVERABILITY

If any part of this Agreement is unenforceable in any jurisdiction, the rest of this Agreement will remain enforceable in that jurisdiction, and this entire Agreement shall remain enforceable in all other jurisdictions.

13. DELAY IN ENFORCEMENT

Any delay by us in enforcing our rights or your obligations under this Agreement shall not be deemed to release, waive, impair or discharge those rights or obligations.

14. ASSIGNMENT

You may not assign or transfer any portion of this Agreement or your Account without our prior written permission. We may assign or transfer this Agreement, your Account or any portion thereof without notice to you. This Agreement shall be binding upon the parties’ heirs, representatives, successors, and assigns.

15. DISCLOSURES OF INFORMATION

You consent to the release of personal data about you by the the Company to any company, its Members, or their respective contractors for the purpose of providing the services described in this Agreement, or on transfer of this agreement.

16. GOVERNING LAW

THIS AGREEMENT AND YOUR ACCOUNT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF UTAH, REGARDLESS OF PRINCIPLES ON THE CONFLICT OF LAWS OR WHERE YOU RESIDE. You agree to be bound by the terms and conditions of this account agreement. You also agree that the account agreement and your account are governed by the state of Utah and applicable federal law and that the account agreement is subject to change, (including but not limited to, increasing the rates and fees). You understand that the information contained in this application, or information obtained in connection with your application and information about you and your account may be shared with Company’s corporate affiliates. The Company has the right to sell any balance on your account and with the sell or transfer, all information including the process and data to insure collection along with all rights and obligations will transfer to the new company or individual and both parties will be bound to this agreement.

17. SIGNING

By purchasing online or in person you agree to be bound by the terms and conditions set forth in this contract.

18. ENFORCEMENT

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

19. LIFETIME MONEY BACK GUARANTEE

Money back guarantee is for the $497 Merchant Eliminator only. If at any time you upgrade the software, order more stock and/or begin using the Saas version this money back guarantee becomes void.

In order to receive your full money back guarantee company must have visual recorded proof of deletion of software from the computer in which the one on one training occurred along with the return of all check stock as follows:

1. A scheduled time will be set to do a video conference call where you will give access to view the computer the software was installed on

2. The software trainer must be allowed to record the event as they walk you through the full deletion of the software. Deleting the software without a certified trainer present to view the deletion will forfeit any refund.

3. Once the software has been deleted in the appropriate manner, You will receive a shipping package in the mail to ship back all unopened product. In the event product has been used or damaged a cost per used or unusable product will be subtracted from the full refund.

Please allow up to 2 weeks from receipt of returned items for your refund to be received.

20. FRAUD PREVENTION.
It is required by WOJE that all financial transactions between requestor of funds and individuals or business who will have funds removed from an account coincide with a signed contract and follows requestor’s state or providence usury laws.


20.1 Closing of account. In certain cases, you may not close your WOJE account, including (1) To evade an investigation, (2) If you have a pending transaction or an open dispute or claim, (3) If you owe amounts to Woje (4) If you owe money on an existing signed contract within Woje, or (5) If your Dwolla account is subject to a hold, limitation or reserve.

20.2 Bank transfer reviews. We review account and transaction activity at various times, including when bank transfers are initiated. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with this agreement. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity and the agreement/invoice/contract linked to the transaction. We may limit your account and your access to money in it or that is sent to you until verification is completed. These reviews may result in (1) delayed, blocked or cancelled transfers,(2) money or payments being held by us, (3) money or payments being applied to amounts you owe to us or used to offset loss incurred by us, (4)account limitation, suspension or termination (5) money or payments being seized to comply with a court order, warrant or other legal process; and/or (6) money or payments you previously received being reversed (i.e., sent back to the sender or to the bank account that was used to fund the payment). Among other reasons, we may take the above actions if you knowingly or unknowingly were a participant in a payment that was made from a compromised bank account, or if you were a participant in a transaction for goods and services between two personal accounts. 
WOJE SHOULD ONLY BE USED TO TRANSACT WITH LOCAL BUSINESSES AND INDIVIDUALS YOU KNOW AND TRUST. DO NOT USE WOJE TO TRANSACT WITH BUSINESSES OR PEOPLE YOU DON’T KNOW. MOST TRANSACTIONS WILL INVOLVE PAYMENT FOR THE PURCHASE OR SALE OF A GOOD OR SERVICE. IF YOU DO NOT KNOW THE BUSINESS OR CUSTOMER PERSONALLY, WE STRONGLY ADVISE AGAINST THIS FORM OF SEQUENTIAL TRANSACTIONS. PAYING OR RECEIVING PAYMENT FOR A GOOD OR A SERVICE FROM AND INDIVIDUAL OR BUSINESS YOU DO NOT KNOW AND TRUST IS PROHIBITED. IF YOU USE WOJE TO CONDUCT SUCH A TRANSACTION AND WE LATER REVERSE THE PAYMENT (WHICH COULD OCCUR IF IT IS DETERMINED THAT THIS AGREEMENT WAS VIOLATED OR IF THE PAYMENT WAS MADE USING A COMPROMISED PAYMENT METHOD OR ACCOUNT), YOU COULD LOSE BOTH THE UNDERLYING GOODS OR SERVICES AND THE MONEY SENT FOR THEM.

20.3 Qualifying Payments and Respective Documents. Sellers must keep appropriate transaction documentation and we may request such information to investigate claims made against you. If a seller does not provide adequate documentation, or we determine, in our sole discretion, that a claim qualifies as fraudulent, we may initiate a refund to the buyer by reversing the payment from the seller’s account.

20.4 Refunds, Reversals and Chargebacks. When you buy something from a seller on WOJE, and the transaction is refunded, the money will be sent back to you. Money may not always be refunded to the payment method originally used. If you receive a payment through a business profile or for otherwise selling goods and services and that payment is later refunded or invalidated for any reason, you are responsible for the full amount of the payment sent to you plus any fees (including any applicable chargeback fees below).
If you refund a transaction, we’ll retain the fees you paid.
In the event of a successful claim, we will initiate the refund process. The amount of the refund will be deducted from the profile that received the payment. If the balance in that dwolla profile does not cover the payment amount due, plus the fees, this will result in a negative balance, which you owe to us. In that situation, we may use any of the payment methods linked to your profile to cover the amount due. If the payment methods linked to your profile do not cover the amount due, you must immediately add funds to resolve the negative balance. If you don’t, we will take any or all actions to rectify the discrepancy.

20.5 Invalidated and Reversed Payments. Payments may be invalidated and reversed by us if, among other reasons, we sent the payment to you in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded, we determine that a purchase is presumed fraudulent (in which case we may reverse funds from the seller’s account to refund the buyer) or if the payment was for activities that violated this user agreement or any other agreement with us.
As the sender or recipient of a payment that is later invalidated for any reason, you may be liable to us for the full amount of the payment and we may recover the amount of the payment (plus any fees) from you. We may recover the amount of the payment from either the sender or the recipient of an invalidated payment in our discretion (subject to applicable law). For example, if you send a payment funded by a bank account and the bank informs us it cannot cover the payment due to a lack of funds or a dispute, we may hold you liable for the payment, or if you were the recipient of that payment, we may reverse that payment from your account to cover the liability.
When recovering the amount of an invalidated payment from you, and if the account does not contain the needed funds, we may request that you add money to your account for the amount of the payment and apply that money to amounts owed, and/or we may (1) engage in collection efforts to recover such amounts from you, (2) take any or all action as outlined in these terms of service and (a) place a limitation or take other action on your WOJE account as outlined in this terms of service.
If we invalidate a payment because the originating bank declined or reversed the transaction, then you may be liable for the payment even if you disagree with the decision of the originating bank to decline or reverse the payment. If you believe that a payment initiated with your WOJE account was not authorized, then you must notify us immediately, even if you (or someone else) disputes the transaction with the originating bank. Please see below under the heading Reporting an Unauthorized Transaction for information about how to notify us. If you fail to report the unauthorized activity directly to us, then we may recover the amount of the reversed payment from you, as described above.

20.6 Chargeback fees. If you receive a debit or credit funded payment in your Dwolla account or that is identified as for goods and services and the buyer pursues a chargeback for the transaction with their bank, we may assess a chargeback fee.

20.7 Restricted Activities. In connection with your use of our websites, the WOJE Software, the WOJE services, or in the course of your interactions with us, other customers, or third parties, you must not (1) Breach this user agreement, or any other agreement between you and us or you and the recipient of funds set, (2) Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising), (3) Infringe our or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy, (4) If you have a personal account, use your WOJE to conduct transactions for goods or services with other personal accounts, (5) Create or control more than one personal account for yourself without our express authorization, through, among other methods, using a name that is not yours, using a temporary email address or phone number, or providing any other falsified personal information, (5) Act in a manner that is defamatory, trade libelous, threatening or harassing, (6) Provide false, inaccurate or misleading information, (7) Send or receive what we reasonably believe to be potentially fraudulent money or payments for advertising, marketing, or otherwise on an unsolicited and unauthorized basis, (8) Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us, (9) Control an account that is linked to another WOJE account that has engaged in any of these restricted activities, (10) Use the WOJE services in a manner that results in or may result in: (a) complaints;(b) disputes; (c) claims, reversals, chargebacks, fees, fines, penalties or other liability or losses to WOJE, other customers, third parties or you; (11) Use WOJE services in a manner that we, or any other electronic funds transfer network reasonably believes to be an abuse of the system or a violation of network rules, or for the purpose of earning rewards, perks, miles, points, etc. with your bank account; (12) Have any amounts owed to us; (13) Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the WOJE services) operated by us or on our behalf or the Woje services; (14) Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or WOJE services; (15) Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers; (16) Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the WOJE services) operated by us or on our behalf, any of the WOJE services or other users’ use of any of the WOJE services; (16) Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers; (17) Use WOJE services to test transactional behaviors, or make excessive or unexplainable transactions; (18) Circumvent any of our policies or determinations about your WOJE  account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional WOJE account(s) when you have amounts owed to us or when your WOJE  account has been restricted, suspended or otherwise limited; opening new or additional WOJE accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s WOJE account; or Harass and/or threaten our employees, agents, or other users.


20.8 Restricted Activities Consequences. If we believe that you’ve engaged in any restricted activities, we may take a number of actions to protect ourselves, our customers and others at any time at our sole discretion. The actions we may take include, but are not limited to, the following: (1)Terminate this user agreement, limit your WOJE account, and/or close or suspend your WOJE account immediately and without penalty to us; (2) Refuse to provide the WOJE services to you in the future; (3) Limit your access to our websites, software, systems (including any networks and servers used to provide any of the WOJE services) operated by us or on our behalf, all your WOJE services, including limiting your ability to pay or send money with any of the payment methods linked to your WOJE account, restricting your ability to receive money or make bank transfers; ((4) Hold money in your Dwolla account for up to 180 days if reasonably needed to protect against the risk of liability or if you have violated these terms of service; (5) Update inaccurate information you provided us; (6) Take legal action against you; or (7) If you’ve violated our policy, then you’re also responsible for damages to us caused by your violation of this policy.

20.9 Termination. If we terminate your use of the WOJE services for any reason, we’ll provide you with notice of our actions.

20.10 Transaction Responsibility. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by us, any customer, or a third party caused by or arising out of your breach of this agreement, and/or your use of the WOJE services. For example, if you send a payment funded by your bank account and your bank informs us you do not have sufficient funds to cover the payment, you may be liable for the payment. Similarly, if you receive a payment and the payment is disputed, you may be liable for the payment.

WOJE PRESALE SAAS AGREEMENT

This Presale SaaS Agreement (“Agreement”) is entered on the same day as shown in the WOJE Implementation Agreement (the “Effective Date”) between WOJE, Inc also referred to as WOJE Money (“Company”), and the Customer listed in the WOJE Implementation Agreement (“Customer”). This Agreement incorporates the WOJE Implementation agreement, as well as the Company Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.

This presale agreement is for the express purpose of offering Customer the ability to use the Saas in accordance with the terms found in this agreement.

PRE SAAS SALES TERMS AND CONDITIONS

 1. SAAS SERVICES AND SUPPORT

1.1 As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice found in the Policies and Procedures and Terms and Conditions found at www.wojemoney.com and www.wojeinc.com.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Company shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. ADDITIONAL FEES

4.1 In the case of third parties, third party integrations, merchant fees from third parties, applicable taxes, future versions or extensions, custom integrations, and/or partial integration where Customer will pay Company the then applicable fees described in the Company’s policies and procedures for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in this agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance , or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Calculation of finance charge may occur on a DPR (Daily Percentage Rate). Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. [Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

8.2 Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@wojeinc.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

9. COST, FEES AND SUBSCRIPTION & CREDIT AGREEMENT

9.1 Customer is offered this one time Fee of Ten Thousand Dollars ($10,000) for lifetime use of the Enterprise version of the Saas. If not paid in full at the time of implementation and if a payment schedule has not been pre arranged between Company and Customer, payment will be as follows:

One hundred dollars ($100) for twelve (12) months;

Two hundred dollars ($200) for twelve (12) months; Three hundred dollars ($300) until the remaining balance is paid in full. If for any reason payment is not received by the 15th of each month the lifetime offer can be revoked by Company’s discretion.

9.2 Credit Agreement. The Credit and financing portion of this agreement will begin on the first day of implementation of the Saas. a. Starting Base APR will be 7.9%. b. Minimum Per Transaction Finance Charge will be $.97. c. Late Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. d. Bounced Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. e. ACH Payment and Auto withdrawal payment is construed to be any auto withdrawal method past, present or future technology in the benefit of receiving payments by any account information given to Company by you. f. The APR for all transactions are calculated using the DPR. The DPR is 1/365th of the APR (or 1/366 in a leap year). g. If at any time an ACH payment cannot be received company has the right to lower and fluctuate the minimum monthly ACH Payment to help fulfil your obligation of payments. h. You understand that this is considered a revolving line of credit with Company and as such a Truth In Lending cannot be created because of the changes made to your account. i. This offer is non transferable. Changes to any account information may void this offer at Company’s discretion. j. This Agreement is automatically accepted by you immediately upon any use of your Account. If you wish to decline this Agreement, entire balance owing must be paid 7 days after delivery/installation.

9.3 We may amend, add or delete (i.e., “change”) any term of this Agreement at any time. We will notify you of any change, and any right to reject that change, as required by law. To reject a change, you must inform us in the manner and time period specified in our notice. We will then close your Account and you will be required to pay your Outstanding Balance as provided by applicable law. If a change requires your consent, we may obtain that consent from you verbally, in writing or electronically. Whether or not consent is required, any further use of your Account after the effective date of the change shall constitute your consent and acceptance. Unless a longer period is specified by law, a reasonable period for any notice to you shall not exceed 25 days from being sent. Notices may be emailed or applied in the contract portion of your online viewable ledger.

9.4 You will have access to view the online ledger of your account. Watch for access via the email address you provided to view each transaction.

9.5 All payments and other credits to your account will be applied as determined at our discretion, which may include applying these payments and credits to balances subject to lower Annual Percentage Rates prior to balances subject to higher Annual Percentage Rates. All account terms and charges disclosed herein are accurate as of the printed date, but are subject to change.

9.6 You authorize us to obtain a consumer report from consumer reporting agencies in considering this application, and for the purpose of update, renewal, and extension of credit, reviewing or collection of your account. Upon your request, we will inform you of the name and address of each consumer-reporting agency from which we obtained a consumer report relating to you. In order to be considered for this line of credit you must sign this sales agreement and fill out our credit application. Failure to provide any information requested may be grounds for denial. After credit approval, each applicant shall have the right to use this account to the extent of any credit line that we set, and each applicant may be liable for all amounts of credit extended under this account to any joint applicant. The applicant, if married, may apply for a separate account. This offer supersedes all other offers.

9.7 We apply your payment to your Account on the business day we receive it.

9.8 You may repay all or any portion of the Outstanding Balance at any time without penalty.

9.9 Annual Percentage Rates, Daily Periodic Rates and Fees and other disclosures are found above at the beginning of this agreement associated with your Account. The Company website, may also includes disclosures. The terms of these disclosures are incorporated by reference into this Agreement. Review these disclosures carefully.

9.10 Your Account will be in default in any of the following circumstances: (a) your minimum ACH payment declined and payment is not received before the payment due date; (b) you fail to honor any other obligation under this Agreement; (c) you die, file for bankruptcy, or become insolvent or generally unable to pay your debts; (d) you have furnished false or misleading information on acquiring this line of credit; (e) you are in default under any other obligations you may owe to us; or (f) we reasonably believe that you are unable or unwilling to honor all of your obligations under this Agreement. If your Account is in default, we may declare the Outstanding Balance immediately due and payable, close your Account.

9.11 You agree to pay our reasonable collection expenses, whether or not any court or arbitration proceedings are filed. Collection expenses include reasonable attorneys’ fees, the cost staff (including in house counsel), and out of pocket expenses which may include repossession of goods (whether or not such expenses are awardable as “court costs”). Unless prohibited by law, you agree that we may bring legal action against you in the State of UTAH, regardless of where you reside.

9.12 If any payment on your Account is dishonored or must be returned because it cannot be processed, we charge a bounced payment Fee. This fee is charged to your Account as a purchase item.

9.12 If you request research on your Account (except for alleged billing errors by us unless billing error is invalid according to the existing contract), we may charge you a research fee up to $25 per hour, plus $5 per email. This fee is charged to your Account as a purchase item.

9.13 Your right to use the Account or make charges to your Account terminates when your Account is closed. All of our rights and your obligations remain in effect until your Account is closed and your Outstanding Balance is paid in full.

10. HEADINGS

The headings used in this Agreement are for convenience only and do not describe the entire scope or intention of any portion of this Agreement.

11. INTEGRATED AGREEMENT

This Agreement is the final written statement of your contract with us and cannot be contradicted with evidence of any alleged oral agreement.

12. SEVERABILITY

If any part of this Agreement is unenforceable in any jurisdiction, the rest of this Agreement will remain enforceable in that jurisdiction, and this entire Agreement shall remain enforceable in all other jurisdictions.

13. DELAY IN ENFORCEMENT

Any delay by us in enforcing our rights or your obligations under this Agreement shall not be deemed to release, waive, impair or discharge those rights or obligations.

14. ASSIGNMENT

You may not assign or transfer any portion of this Agreement or your Account without our prior written permission. We may assign or transfer this Agreement, your Account or any portion thereof without notice to you. This Agreement shall be binding upon the parties’ heirs, representatives, successors, and assigns.

15. DISCLOSURES OF INFORMATION

You consent to the release of personal data about you by the the Company to any company, its Members, or their respective contractors for the purpose of providing the services described in this Agreement, or on transfer of this agreement.

16. GOVERNING LAW

THIS AGREEMENT AND YOUR ACCOUNT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF UTAH, REGARDLESS OF PRINCIPLES ON THE CONFLICT OF LAWS OR WHERE YOU RESIDE. You agree to be bound by the terms and conditions of this account agreement. You also agree that the account agreement and your account are governed by the state of Utah and applicable federal law and that the account agreement is subject to change, (including but not limited to, increasing the rates and fees). You understand that the information contained in this application, or information obtained in connection with your application and information about you and your account may be shared with Company’s corporate affiliates. The Company has the right to sell any balance on your account and with the sell or transfer, all information including the process and data to insure collection along with all rights and obligations will transfer to the new company or individual and both parties will be bound to this agreement.

17. SIGNING

By initialing on the WOJE Implementation Agreement section in regards to this PreSale Saas Agreement you agree to be bound by the terms and conditions set forth in this contract.

18. ENFORCEMENT

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

WOJE RECOVERY AGREEMENT

This WOJE Recovery Agreement (“Agreement”) is entered on the same day as shown in the WOJE Implementation Agreement (the “Effective Date”) between WOJE, Inc also referred to as WOJE Money or WOJE Recovery (“Company”), and the Customer listed in the WOJE Implementation Agreement (“Customer”). This Agreement incorporates the WOJE Implementation agreement, as well as the Company Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.

This presale agreement is for the express purpose of offering Customer the ability to use the Saas in accordance with the terms found in this agreement.

WOJE RECOVERY SALES TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT

1.1 As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice found in the Policies and Procedures and Terms and Conditions found at www.wojemoney.com, www.wojerecovery.com and www.wojeinc.com.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the processes, source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services or Software (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Company shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. ADDITIONAL FEES

4.1 In the case of third parties, third party integrations, merchant fees from third parties, applicable taxes, future versions or extensions, custom integrations, and/or partial integration where Customer will pay Company the then applicable fees described in the Company’s policies and procedures for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in this agreement or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance , or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Calculation of finance charge may occur on a DPR (Daily Percentage Rate). Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. [Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

8.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

8.2 Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@wojeinc.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

9. COST, FEES AND SUBSCRIPTION & CREDIT AGREEMENT

9.1 Customer is offered this one time initial On-boarding Fee of seven thousand five hundred ($7,500) and a monthly subscription price of $2,000 for WOJE Recovery’s Initial Pre-Collection and Collection Prevention Services. If not initial on-boarding fee is not paid in full at the time of implementation and if a payment schedule has not been pre-arranged between Company and Customer, payment will be as follows:

twenty five hundred dollars ($2,500) down and a monthly auto withdrawal of five hundred dollars ($500) for ten (10) months plus one additional month to cover any interest and fees until the remaining balance is paid in full. If for any reason payment is not received by the 5th of each month the services may be cancelled can be revoked by Company’s discretion.

9.2 Credit Agreement. The Credit and financing portion of this agreement will begin on the first day of implementation of the Saas. a. Starting Base APR will be 7.9%. b. Minimum Per Transaction Finance Charge will be $.97. c. Late Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. d. Bounced Payment Charges will be $39.00 and/or increase and fluctuation of DPR between original interest rate and up to the APR of 18% by Company’s discretion. e. ACH Payment and Auto withdrawal payment is construed to be any auto withdrawal method past, present or future technology in the benefit of receiving payments by any account information given to Company by you. f. The APR for all transactions are calculated using the DPR. The DPR is 1/365th of the APR (or 1/366 in a leap year). g. If at any time an ACH payment cannot be received company has the right to lower and fluctuate the minimum monthly ACH Payment to help fulfil your obligation of payments. h. You understand that this is considered a revolving line of credit with Company and as such a Truth In Lending cannot be created because of the changes made to your account. i. This offer is non transferable. Changes to any account information may void this offer at Company’s discretion. j. This Agreement is automatically accepted by you immediately upon any use of your Account. If you wish to decline this Agreement, entire balance owing must be paid 7 days after delivery/installation.

9.3 We may amend, add or delete (i.e., “change”) any term of this Agreement at any time. We will notify you of any change, and any right to reject that change, as required by law. To reject a change, you must inform us in the manner and time period specified in our notice. We will then close your Account and you will be required to pay your Outstanding Balance as provided by applicable law. If a change requires your consent, we may obtain that consent from you verbally, in writing or electronically. Whether or not consent is required, any further use of your Account after the effective date of the change shall constitute your consent and acceptance. Unless a longer period is specified by law, a reasonable period for any notice to you shall not exceed 25 days from being sent. Notices may be emailed or applied in the contract portion of your online viewable ledger.

9.4 You will have access to view the online ledger of your account. Watch for access via the email address you provided to view each transaction.

9.5 All payments and other credits to your account will be applied as determined at our discretion, which may include applying these payments and credits to balances subject to lower Annual Percentage Rates prior to balances subject to higher Annual Percentage Rates. All account terms and charges disclosed herein are accurate as of the printed date, but are subject to change.

9.6 You authorize us to obtain a consumer report from consumer reporting agencies in considering this application, and for the purpose of update, renewal, and extension of credit, reviewing or collection of your account. Upon your request, we will inform you of the name and address of each consumer-reporting agency from which we obtained a consumer report relating to you. In order to be considered for this line of credit you must sign this sales agreement and fill out our credit application. Failure to provide any information requested may be grounds for denial. After credit approval, each applicant shall have the right to use this account to the extent of any credit line that we set, and each applicant may be liable for all amounts of credit extended under this account to any joint applicant. The applicant, if married, may apply for a separate account. This offer supersedes all other offers.

9.7 We apply your payment to your Account on the business day we receive it.

9.8 You may repay all or any portion of the Outstanding Balance at any time without penalty.

9.9 Annual Percentage Rates, Daily Periodic Rates and Fees and other disclosures are found above at the beginning of this agreement associated with your Account. The Company website, may also includes disclosures. The terms of these disclosures are incorporated by reference into this Agreement. Review these disclosures carefully.

9.10 Your Account will be in default in any of the following circumstances: (a) your minimum ACH payment declined and payment is not received before the payment due date; (b) you fail to honor any other obligation under this Agreement; (c) you die, file for bankruptcy, or become insolvent or generally unable to pay your debts; (d) you have furnished false or misleading information on acquiring this line of credit; (e) you are in default under any other obligations you may owe to us; (f) subscription payment declines or (g) we reasonably believe that you are unable or unwilling to honor all of your obligations under this Agreement. If your Account is in default, we may declare the Outstanding Balance immediately due and payable, convert all existing patients to a collection percentage of 40% to 50% of captured funds and close your Account.

9.11 You agree to pay our reasonable collection expenses, whether or not any court or arbitration proceedings are filed. Collection expenses include reasonable attorneys’ fees, the cost staff (including in house counsel), and out of pocket expenses which may include repossession of goods (whether or not such expenses are awardable as “court costs”). Unless prohibited by law, you agree that we may bring legal action against you in the State of UTAH, regardless of where you reside.

9.12 If any payment on your Account is dishonored or must be returned because it cannot be processed, we charge a bounced payment Fee. This fee is charged to your Account as a purchase item.

9.12 If you request research on your Account (except for alleged billing errors by us unless billing error is invalid according to the existing contract), we may charge you a research fee up to $25 per hour, plus $5 per email. This fee is charged to your Account as a purchase item.

9.13 Your right to use the Account or make charges to your Account terminates when your Account is closed. All of our rights and your obligations remain in effect until your Account is closed and your Outstanding Balance is paid in full.

10. HEADINGS

The headings used in this Agreement are for convenience only and do not describe the entire scope or intention of any portion of this Agreement.

11. INTEGRATED AGREEMENT

This Agreement is the final written statement of your contract with us and cannot be contradicted with evidence of any alleged oral agreement.

12. SEVERABILITY

If any part of this Agreement is unenforceable in any jurisdiction, the rest of this Agreement will remain enforceable in that jurisdiction, and this entire Agreement shall remain enforceable in all other jurisdictions.

13. DELAY IN ENFORCEMENT

Any delay by us in enforcing our rights or your obligations under this Agreement shall not be deemed to release, waive, impair or discharge those rights or obligations.

14. ASSIGNMENT

You may not assign or transfer any portion of this Agreement or your Account without our prior written permission. We may assign or transfer this Agreement, your Account or any portion thereof without notice to you. This Agreement shall be binding upon the parties’ heirs, representatives, successors, and assigns.

15. DISCLOSURES OF INFORMATION

You consent to the release of personal data about you by the the Company to any company, its Members, or their respective contractors for the purpose of providing the services described in this Agreement, or on transfer of this agreement.

16. GOVERNING LAW

THIS AGREEMENT AND YOUR ACCOUNT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF UTAH, REGARDLESS OF PRINCIPLES ON THE CONFLICT OF LAWS OR WHERE YOU RESIDE. You agree to be bound by the terms and conditions of this account agreement. You also agree that the account agreement and your account are governed by the state of Utah and applicable federal law and that the account agreement is subject to change, (including but not limited to, increasing the rates and fees). You understand that the information contained in this application, or information obtained in connection with your application and information about you and your account may be shared with Company’s corporate affiliates. The Company has the right to sell any balance on your account and with the sell or transfer, all information including the process and data to insure collection along with all rights and obligations will transfer to the new company or individual and both parties will be bound to this agreement.

17. SIGNING

By initialing on the WOJE Implementation Agreement section in regards to this PreSale Saas Agreement you agree to be bound by the terms and conditions set forth in this contract.

18. ENFORCEMENT

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

WOJE MASTER SUBSCRIPTION AGREEMENT

THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF WOJE SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF CUSTOMER REGISTERS FOR A FREE TRIAL OF WOJE SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

WOJE’s direct competitors are prohibited from accessing the Services, except with WOJE’s prior written consent.

This Agreement was last updated on December 1, 2019. It is effective between Customer and WOJE as of the date of Customer’s accepting this Agreement.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means WOJE services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by WOJE from publicly available sources or its third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-WOJE Applications.

“Documentation” means the applicable Service’s Trust and Compliance documentation and its usage guides and policies, as updated from time to time, accessible via https://www.wojemoney.com/terms_of_agreement or login to the applicable Service.

 “Free Services” means Services that WOJE makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, App Exchange, App Store, and any successor websites.

“Non-WOJE Application” means a Web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace including as WOJE App, WOJE Saas or under similar designation. Non-WOJE Applications, other than those obtained or provided by Customer, will be identifiable as such.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and WOJE or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by WOJE, including associated WOJE offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-WOJE Applications.

“WOJE” means the wojemoney.com and wojeinc.com company described in the “WOJE Contracting Entity, Notices, Governing Law, and Venue” section below.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by WOJE without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, WOJE at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. WOJE RESPONSIBILITIES

2.1 Provision of Purchased Services. WOJE will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable WOJE standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for (i) planned downtime (of which WOJE shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond WOJE’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving WOJE employees), Internet service provider failure or delay, Non-WOJE Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to WOJE’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

2.2 Protection of Customer Data. WOJE will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Except with respect to a free trial, the terms of the data processing addendum at https://www.wojemoney.com/terms_of_agreement (“DPA”) are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by WOJE, its Processor Binding Corporate Rules, the EU-US and/or Swiss-US Privacy Shield, and/or the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer’s acceptance of this Agreement and an applicable Affiliate’s execution of an Order Form shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, WOJE will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, WOJE will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

2.3 WOJE Personnel. WOJE will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with WOJE’s obligations under this Agreement, except as otherwise specified in this Agreement.

2.4 Beta Services. From time to time, WOJE may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms at https://www.wojemoney.com/terms_of_agreement

2.5 Free Trial. If Customer registers on WOJE’s or an Affiliate’s website for a free trial, WOJE will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by WOJE in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY WOJE” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WOJE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE WOJE’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, WOJE AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO WOJE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

2.6 Free Services. WOJE may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that WOJE, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that WOJE will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if WOJE terminates Customer’s account, except as required by law WOJE will provide Customer a reasonable opportunity to retrieve its Customer Data.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY WOJE” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WOJE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE WOJE’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, WOJE AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO WOJE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. USE OF SERVICES AND CONTENT

 3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by WOJE regarding future functionality or features.

3.2 Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, WOJE may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding WOJE’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon WOJE’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-WOJE Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify WOJE promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, the Acceptable Use, and External Facing Services Policy at https://www.wojemoney.com/terms_of_agreement, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-WOJE Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in WOJE’s judgment threatens the security, integrity or availability of WOJE’s services, may result in WOJE’s immediate suspension of the Services, however, WOJE will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3.4 Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-WOJE Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-WOJE Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of WOJE intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent. 3.5 Removal of Content and Non-WOJE Applications. If Customer receives notice that Content or a Non-WOJE Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in WOJE’s judgment continued violation is likely to reoccur, WOJE may disable the applicable Content, Service and/or NonWOJE Application. If requested by WOJE, Customer shall confirm such deletion and discontinuance of use in writing and WOJE shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if WOJE is required by any third party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, WOJE may discontinue Customer’s access to Content through the Services.

4. NON-WOJE PRODUCTS AND SERVICES

4.1 Non-WOJE Products and Services. WOJE or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-WOJE Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-WOJE provider, product or service is solely between Customer and the applicable Non-WOJE provider. WOJE does not warrant or support Non-WOJE Applications or other Non-WOJE products or services, whether or not they are designated by WOJE as “certified” or otherwise, unless expressly provided otherwise in an Order Form. WOJE is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-WOJE Application or its provider.

4.2 Integration with Non-WOJE Applications. The Services may contain features designed to interoperate with Non-WOJE Applications. WOJE cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a NonWOJE Application ceases to make the Non-WOJE Application available for interoperation with the corresponding Service features in a manner acceptable to WOJE.

5. FEES AND PAYMENT

5.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

5.2 Invoicing, Payment and Auto-Withdrawal. Customer will provide WOJE with a valid bank account and/or a valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to WOJE. If Customer provides credit card information and/or bank account information to WOJE, Customer authorizes WOJE to auto-withdrawal and/or charge such account and/or credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, WOJE will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to WOJE and notifying WOJE of any changes to such information.

5.3 Overdue Charges. If any invoiced amount is not received by WOJE by the due date, then without limiting WOJE’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher, and/or (b) WOJE may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

5.4 Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized WOJE to charge to Customer’s credit card), WOJE may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, WOJE will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

5.5 Payment Disputes. WOJE will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.6 Taxes. WOJE’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If WOJE has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, WOJE will invoice Customer and Customer will pay that amount unless Customer provides WOJE with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, WOJE is solely responsible for taxes assessable against it based on its income, property, and employees.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, WOJE, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2 Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement, and the Documentation.

6.3 License by Customer to WOJE. Customer grants WOJE, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-WOJE Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for WOJE to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a NonWOJE Application with a Service, Customer grants WOJE permission to allow the Non-WOJE Application and its provider to access Customer Data and information about Customer’s usage of the Non-WOJE Application as appropriate for the interoperation of that Non-WOJE Application with the Service. Subject to the limited licenses granted herein, WOJE acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-WOJE Application or such program code.

6.4 License by Customer to Use Feedback. Customer grants to WOJE and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of WOJE’s or its Affiliates’ services.

6.5 Federal Government End Use Provisions. WOJE provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement, except that, for U.S. Department of Defense end-users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of WOJE includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional WOJE services.

7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, WOJE may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-WOJE Application Provider to the extent necessary to perform WOJE’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 WOJE Warranties. WOJE warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) WOJE will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-WOJE Applications” section above, WOJE will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

9. MUTUAL INDEMNIFICATION

9.1 Indemnification by WOJE. WOJE will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by WOJE in writing of, a Claim Against Customer, provided Customer (a) promptly gives WOJE written notice of the Claim Against Customer, (b) gives WOJE sole control of the defense and settlement of the Claim Against Customer (except that WOJE may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives WOJE all reasonable assistance, at WOJE’s expense. If WOJE receives information about an infringement or misappropriation claim related to a Service, WOJE may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching WOJE’s warranties under “WOJE Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by WOJE, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-WOJE Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

9.2 Indemnification by Customer. Customer will defend WOJE and its Affiliates against any claim, demand, suit or proceeding made or brought against WOJE by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-WOJE Application provided by Customer, or (c) the combination of a Non-WOJE Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against WOJE”), and will indemnify WOJE from any damages, attorney fees and costs finally awarded against WOJE as a result of, or for any amounts paid by WOJE under a settlement approved by Customer in writing of, a Claim Against WOJE, provided WOJE (a) promptly gives Customer written notice of the Claim Against WOJE, (b) gives Customer sole control of the defense and settlement of the Claim Against WOJE (except that Customer may not settle any Claim Against WOJE unless it unconditionally releases WOJE of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against WOJE arises from WOJE’s breach of this Agreement, the Documentation or applicable Order Forms.

9.3 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. TERM AND TERMINATION

11.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

11.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at WOJE’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

11.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, WOJE will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by WOJE in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to WOJE for the period prior to the effective date of termination.

11.5 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-WOJE Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as WOJE retains possession of Customer Data.

12. GENERAL PROVISIONS

12.1 Export Compliance. The Services, Content, other WOJE technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. WOJE and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

12.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between WOJE and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

12.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

12.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, WOJE will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.9 WOJE Contracting Entity, Notices, Governing Law, and Venue. The WOJE entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. If Customer is domiciled in: The WOJE entity entering into this Agreement is: Notices should be addressed to: Governing law is: Courts with exclusive jurisdiction are: The United States of America, Mexico or a Country in Central or South America or the Caribbean wojemoney.com, inc., a Utah corporation, 242 East Skipper Lane, Saratoga Springs, Utah, 84045, U.S.A., attn: VP, Worldwide Sales Operations, with a copy to attn: General Counsel. Utah and controlling United States federal law Salt Lake City, Utah, U.S.A. Canada wojemoney.com Canada Corporation, a Nova Scotia corporation, 242 East Skipper Lane, Saratoga Springs, Utah, 84045, U.S.A.

12.10 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

12.11 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

12.12 Local Law Requirements: France. With respect to Customers domiciled in France, in the event of any conflict between any statutory law in France applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail.

12.13 Local Law Requirements: Germany. With respect to Customers domiciled in Germany, Section 8 “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”, Section 9.3 “Exclusive Remedy”, and Section 10 “LIMITATION OF LIABILITY” of this Agreement are replaced with the following sections respectively: 8 WARRANTIES FOR CUSTOMERS DOMICILED IN GERMANY 8.1 Agreed Quality of the Services. WOJE warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, (b) WOJE will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-WOJE Applications” section above, WOJE will not materially decrease the overall functionality of the Services. 8.2 Content. WOJE is not designating or adopting Content as its own and assumes no warranty or liability for Content. The parties agree that the “Reporting of Defects”, “Remedies resulting from Defects” and “Exclusions” section shall apply accordingly to WOJE’s responsibility in the event WOJE is deemed responsible for Content by a court of competent jurisdiction. 8.3 Reporting of Defects. Customer shall report any deviation of the Services from the “Agreed Quality of the Services” section (“Defect”) to WOJE in writing without undue delay and shall submit a detailed description of the Defect or, if not possible, of the symptoms of the Defect. Customer shall forward to WOJE any useful information available to Customer for rectification of the Defect. 8.4 Remedies resulting from Defects. WOJE shall rectify any Defect within a reasonable period of time. If such rectification fails, Customer may terminate the respective Order Form provided that WOJE had enough time for curing the Defect. The “Refund or Payment upon Termination” section, sentence and 1 and sentence 3 shall apply accordingly. If WOJE is responsible for the Defect or if WOJE is in default with the rectification, Customer may assert claims for the damage caused in the scope specified in the “Limitation of Liability” section below. 8.5 Defects in Title. Defects in title of the Services shall be handled in accordance with the provisions of Clause 9 “Mutual Indemnification”. 8.6 Exclusions. Customer shall have no claims under this Clause 8 “Warranty” if a Defect was caused by the Services not being used by Customer in accordance with the provisions of this Agreement, the Documentation and the applicable Order Forms. 9.3 Liability resulting from Indemnification for Customers domiciled in Germany. The below “Limitation of Liability” section shall apply to any claims resulting from this “Mutual Indemnification” section.

10. LIMITATION OF LIABILITY FOR CUSTOMERS DOMICILED IN GERMANY

 10.1 Unlimited Liability. The Parties shall be mutually liable without limitation (a) in the event of willful misconduct or gross negligence, (b) within the scope of a guarantee taken over by the respective party, (c) in the event that a defect is maliciously concealed, (d) in case of an injury to life, body or health, (e) according to the German Product Liability Law.

10.2 Liability for Breach of Cardinal Duties. If cardinal duties are infringed due to slight negligence and if, as a consequence, the achievement of the objective of this Agreement including any applicable Order Form is endangered, or in the case of a slightly negligent failure to comply with duties, the very discharge of which is an essential prerequisite for the proper performance of this Agreement (including any applicable Order Form), the parties’ liability shall be limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by slight negligence shall be excluded.

10.3 Liability Cap. Unless the parties are liable in accordance with “Unlimited Liability” section above, in no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by Customer and its Affiliates hereunder for the Services giving rise to the liability in the 12 months preceding the first incident out of which the liability arose. The foregoing limitation will not limit Customer’s and its Affiliates’ payment obligations under the “Fees and Payment” section above.

10.4 Scope. With the exception of liability in accordance with the “Unlimited Liability” section, the above limitations of liability shall apply to all claims for damages, irrespective of the legal basis including claims for tort damages. The above limitations of liability also apply in the case of claims for a party’s damages against the respective other party’s employees, agents or bodies. 12.14 Local Law Requirements: Italy. With respect to Customers domiciled in Italy, Section 5.2 “Invoicing and Payment”, Section 5.3 “Overdue Charges”, Section 5.4 “Suspension of Service and Acceleration”, and Section 12.2 “Anti Corruption” of this Agreement are replaced with the following sections respectively: 5.2. Invoicing and Payment 5.2.1 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. The parties acknowledge that invoices are also be submitted electronically by WOJE in accordance with the “Electronic Invoicing” section below through the Agenzia delle Entrate’s Exchange System (SDI – Sistema di Interscambio) and any delay due to the SDI shall not affect the foregoing payment term. Customer shall be responsible for providing complete and accurate billing and contact information to WOJE and shall notify WOJE of any changes to such information. 5.2.2 Electronic Invoicing. The invoice will be issued in electronic format as defined in article 1, paragraph 916, of Law no. 205 of December 27, 2017, which introduced the obligation of electronic invoicing, starting from January 1, 2019, for the sale of goods and services performed between residents, established or identified in the territory of the Italian State. To facilitate such electronic invoicing, Customer shall provide to WOJE at least the following information in writing: Customer full registered company name, registered office address, VAT number, tax/fiscal code and any additional code and/or relevant information required under applicable law. In any event, the parties shall cooperate diligently to enable such electronic invoicing process. Any error due to the provision by Customer of incorrect or insufficient invoicing information preventing (a) WOJE to successfully submit the electronic invoice to the SDI or (b) the SDI to duly and effectively process such invoice or (c) which, in any event, requires WOJE to issue an invoice again, shall not result in an extension of the payment term set out in the “Invoicing and Payment” section above, and such term shall still be calculated from the date of the original invoice. WOJE reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein. 5.2.3 Split Payment. If subject to the “split payment” regime, Customer shall be exclusively responsible for payment of any VAT amount due, provided that Customer shall confirm to WOJE the applicability of such regime and, if applicable, Customer shall provide proof of such VAT payment to WOJE and, if applicable, Customer shall provide proof of such VAT payment to WOJE. 5.3 Overdue Charges. Subject to the “Payment Disputes” section below, if any invoiced amount is not received by WOJE by the due date, then without limiting WOJE’s rights or remedies, those charges, without the need for notice of default, may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law (Legislative Decree no. 231/2002), whichever is lower and/or (b) WOJE may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above. 5.4. Suspension of Service. Subject to the “Payment Disputes” section below, if any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized WOJE to charge to Customer’s credit card), WOJE may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, WOJE will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer. 12.2 Anti-Corruption. 12.2.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. 12.2.2 Code of Conduct and Organization, Management and Control Model. Customer acknowledges that WOJE has adopted an Organization, Management and Control Model pursuant to Legislative Decree 231/2001 to prevent crimes provided for therein and commits to comply with the principles contained in the above Legislative Decree 231/2001 and in the WOJE Code of Conduct which is available at the following link: https://www.wojemoney.com/content/dam/web/en_us/www/documents/legal/compliance documents/salesforce-code-ofconduct.pdf. Customer also acknowledges and agrees that the violation of the principles and the provisions contained in Legislative Decree 231/2001 and in the WOJE Code of Conduct by Customer may entitle WOJE, based on the severity of the violation, to terminate this Agreement for cause as set out in Section 11.3(i) above. 12.15 Local Law Requirements: Spain. With respect to Customers domiciled in Spain, in the event of any conflict between any statutory law in Spain applicable to Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail.