Account Holder Terms & Conditions

WHEREAS , International Payout Systems, Inc. (“i-payout”), located at 540 NE 4^th Street, Ft Lauderdale FL 33301, provides the software platform for ADX Lab (“Company”) to support a variety of services and technologies that facilitate, and are integral to, the execution and settlement of transactions for goods and services between “Company” and Account Holder. i-payout provides the platform solely for the purpose of effectuating a bona fide purchase, sale or settlement of goods and services.

These services include, but are not limited to: participant payment management, know your customer services; transaction tracking, recording and verification; maintenance of Account Holder portal for Account Holder transaction tracking; storage and review of backup and due diligence transaction documentation (such as invoices, identification documents, sales data and other verifications); the generation or issuance of tax documents such as W9s, W8s, 1099's and 1042S’s as applicable per agreement with Company; use of software platform for tracking all payment processing activity; clearance and settlement services; performance of necessary security screenings and checks on participants in transactions; technical support in multiple languages; customer service support in multiple languages. In providing these services, i-payout acts as a limited agent for the Company engaged in the provision of goods or services, as well as an agent for the Account Holder receiving the goods or services, subject to applicable conflict waivers.

WHEREAS, in connection with the services it provides, the i-payout conducts certain due diligence in order to determine compliance with the regulatory requirements at individual level, including, but not limited to: (1) obtaining basic identifying information about the Account Holder through the application of a customer identification program; (2) conducting regular basic risk assessments to determine the level of risk associated with the account and soliciting additional information as deemed necessary; (3) performing regular anti-money-laundering checks;; and (4) executing Company-specific due diligence practices as necessary. i-payout employs such safeguards in an abundance of caution for security purposes and not as any regulatory requirement.

WHEREAS, i-payout provides limited escrow services to offer assurance to purchasers or sellers or providers of good or services, or for services resulting in a payable by Company to an Account Holder, that such payment for such goods or services will not be released until i-payout has received and reviewed specified documentation verifying that the transaction is completed according to designated agreement specifications. Company is fully responsible for the final approval of any transfers; i-payout is responsible for insuring the transfer instructions are appropriately and securely sent to the processing bank/vendor for the ultimate delivery of payment. Whereas i-payout facilitates transactions between Company and Account Holder, it has no obligation to Account Holder to fund or pay for any transactions between Company and Account Holder.

WHEREAS, i-payout provides a variety of services and technologies to Company and Account Holders. In the course of providing such services, i-payout operates solely through clearance and settlement systems that admit only BSA-regulated financial institutions or their foreign equivalent. Thus, all funds are cleared or settled through BSA-regulated financial institutions or their foreign equivalent, and all disbursements are cleared or settled through BSA-regulated financial institutions or their foreign equivalent.

WHEREAS, i-payout has arrangements with licensed convenience card providers that issue convenience cards, loads, maintains balances, and provides support affiliated with the card use. Only funds from the Company may be loaded onto convenience cards. The convenience card program complies with the "convenience card program" requirements of US law.

All of the aforementioned WHEREAS provisions are hereby incorporated as terms and conditions of this agreement, and thereby are made a part of the substantive provisions of this Agreement.

DEFINITIONS

"COMPANY" means a client of i-payout that utilizes i-payout's technology and other services to facilitate the execution of transactions for goods or services and/or enable its Account Holders to receive commissions for services provided to the Company.

"Account Holder" means a customer/payee of the Company that utilizes i-payout's technology or other services to facilitate the execution of transactions for goods or services and/or receive commissions for services provided to a Company.

“Software” refers to technology and other services provided by i-payout to Companies and Account Holders that facilitates a Company and Account Holder’s requesting, authorizing, funding, paying and tracking of transactions for good and services or commissions earned by an Account Holder to the Account Holder.

“Account” means an Account Holder’s account that maintains and records any credits or debits assigned to the Account Holder by a Company entitling the Account Holder to obtain compensation owed to the Account Holder by the Company in connection with transactions for goods or services.

“Services” means any services provided by i-payout to Account Holder through, or in connection with, the Software.

1. Scope of Services - Upon payment of the specified transaction fees, i-payout agrees to provide Account Holder access to the software platform offering technological and other services that enable the Account Holder to send funds for goods and services provided by the Company; as well as receive due earnings from the Company for services provided.

2. Account Holder’s Use of Software – i-payout provides Account Holder with access to software platform and a range of supporting services, including, among others, escrow services that facilitate the transfer of funds for goods and services. When Account Holder receives funds to an Account or completes payment from account, applicable transaction fees will be deducted for that transaction as listed in the fee schedule available on the https://ADX.globalewallet.com.

   As a material part of this Agreement, Account Holder represents and warrants as follows:

   1. Account Holder represents and warrants that it will use the software platform powered by i-payout for business of a lawful purpose and will not in any way use i-payout services for a fraudulent or illegal purpose;
   2. Account Holder represents and warrants that it will shall communicate to i-payout true and accurate information;
   3. i-payout acts as an agent of the Company and Account Holders in the delivery of the Services and Account Holder and Company knowingly wave any potential or actual conflict.
   4. Notice of Errors - Account Holder shall immediately advise i-payout in writing of any errors in Account Holder’s Account, not to exceed 24 hours
   5. All US wire and ACH transfers are initiated pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association and Financial Institutions involved in the delivery of the transfer.
   6. All international transfers are initiated pursuant to the terms of this Agreement and to the international bank and vendor rules as may be applicable

3. Disclaimer of Warranties and Limitation of Liability – i-payout makes no representations or warranties of any kind with respect to the service and/or performance of the Services. i-payout does not warrant, guarantee or make any representation regarding the use, or the results of the use, of the Service in terms of correctness, accuracy, reliability, currentness, or otherwise. Account Holder accepts and assumes any risk arising out of or related to results and performance of the Service.

   EXCEPT AS PROVIDED IN THIS AGREEMENT, I-PAYOUT DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES OR THE I-PAYOUT SERVICE WILL MEETACCOUNT HOLDER’S REQUIREMENTS; (II) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE: OR (III) THAT ALL DEFICIENCIES IN THE SERVICES OR I-PAYOUT CAN BE FOUND OR CORRECTED. FURTHER I-PAYOUT SERVICE MAY BE INTERRUPTED OR UNAVAILABLE FOR PURPOSES OF PERFORMING MAINTENANCE OR UPGRADES. I-PAYOUT WILL NOT BE RESPONSIBLE FOR IMPAIRMENTS TO SERVICES PROVIDED BY I-PAYOUT CAUSED BY: (A) ACTS WITHIN THE CONTROL OF THE COMPANY OR ANY AUTHORIZED USER; (B) INOPERABILITY OF COMPANY TECHNOLOGY OR OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET; (D) INTERACTION WITH OTHER SERVICE PROVIDERS, NETWORKS, USERS OR INFORMATIONAL OR COMPUTING RESOURCES THROUGH THE INTERNET; (E) SERVICE PROVIDED BY OTHER SERVICE PROVIDERS INCLUDING INTERRUPTIONS WITH INTERNET CONNECTIVITY; OR (F) PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE INTERNET.

4. Limitation of Causes of Action and Damages – i-payout shall not be liable to Account Holder for any damages, including consequential, special, incidental or punitive damages, arising from the breach of any payments or terms of this Agreement, any act or omission arising out of or relating to this Agreement, or the failure of delivery, delay in delivery, or nonconforming delivery of the Services. i-payout shall have no obligation to provide the Services, and shall have no liability to Account Holder in the event i-payout is unable to provide the Services or makes changes in methods of payment or operation that may render the Services unsuitable for the end user. Account Holder also waives and releases i-payout from any claims or causes of actions as a result of i-payout's services or actions pursuant to this Agreement.

5. Delegation of Duties - i-payout may assign its rights and delegate its duties with respect to the Services without providing notice to, or receiving the consent of, Account Holder.

6. Purchase Advisory – i-payout assumes no responsibility for the purchase of good or services made in connection with the Software. At any time you purchase offer or provide a product or service, you are doing so at your own risk and do hereby agree that you release i-payout and all its affiliates, officers, employees, members and owners from any claim, loss or damage you may incur arising out of or in any way related to the Services.

7. Account Information Policies - Account Holder shall maintain accurate and complete contact information in their Account profile at all times. Any Account Holder found at any time not to have such information in their Account profile will have the account suspended and all monies frozen for a period of 180 days to protect against any future chargebacks.

8. Compliance with Laws - Account Holder agrees to use the Account in conformance with all applicable laws, regulations and rules. Account Holder shall not use the Services in connection with any illegal or fraudulent business activities under any laws or regulations of any applicable jurisdiction.

9. Restricted Activities - Information provided by Account Holders to i-payout by or through the Account, or otherwise, shall not be false, inaccurate, misleading, or fraudulent or involve the sale of counterfeit or stolen items. Account Holders shall not use the account to: (1) facilitate a cash advance from a credit card or any other charge card; (2) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (3) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising); (4) be defamatory, libelous, unlawfully threatening or unlawfully harassing; (5) in connection with any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or any other computer programming routines that may damage or detrimentally interfere with or disrupt the Services, or surreptitiously or otherwise intercept or expropriate any system data or other personal information, or disrupt (in whole or in part) the Services; (6) in connection with any hacking, phreaking or any other activity disruptive to the Services that utilizes any computer programming routings. Violating any of the above terms will result in suspension of the Account Holder’s Account and the forfeiture of any funds, and you will be subject to damages and other penalties, including criminal prosecution where available.

10. Indemnification - Account Holder shall indemnify and hold harmless i-payout and its directors, officers, employees, agents and affiliates from and against any and all third party claims, regulatory claims/complaints/fines, administrative actions/complaints/fine, liabilities, losses and damages (including reasonable attorney fees, expert witness fees, expenses and costs of settlement) arising out of or with respect to this Agreement, to the extent that the claim, liability, loss or damage is caused by, relates to or arises out of (a) the breach by Account Holder of any of its duties or obligations under this Agreement or (b) any action by any government agency, authority or regulatory body involving Account Holder; and (c) any claim by any party for funds owed by Account Holder.

11. Use of Services - Account Holder shall not permit or authorize any other person or entity to use the Services through the Account Holder’s Account.

12. OFAC and Anti-Money Laundering – i-payout participates fully in anti-money laundering and OFAC policies. It is the policy of i-payout to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities. It is also the policy of i-payout to fully comply with the OFAC regulations. Signs of suspicious activity that suggest money laundering or potential OFAC matches are commonly referred to as "red flags." If a red flag is detected, additional due diligence will be performed before proceeding with the transaction. If a reasonable explanation is not determined, the suspicious activity will be reported.

13. Closing Accounts And Limiting Account Access - The term of this Agreement shall begin as of the moment of Account Holder’s acceptance of the terms hereof and shall continue so long as an Account Holder’s account has not been suspended. In addition to the grounds for suspension set forth in this Agreement, i-payout reserves the right to limit an Account Holder’s access to making withdrawals from an account, and the right to terminate this Agreement with no prior notice to Account Holder for any one of the events listed below:

    1. Reports of unauthorized or unusual credit card use associated with Account including, but not limited to, notice by the card issuing bank. This includes notices made by Account Holder to their credit card i-payout that a transaction was unauthorized or that account was compromised.
    2. Reports of unauthorized or unusual bank account use associated with Account.
    3. The use of Account in connection with fraudulent activity.
    4. Violations of this Agreement.
    5. Return of an incoming Electronic Funds Transfer for insufficient funds in the bank account, incorrect bank routing number, or incorrect bank account number.
    6. Submitting modified, altered or forged verification documents.

    i-payout will use reasonable efforts to inquire into accounts that are subject to account access limitations and to reach a final decision on the limitations promptly. Should the account be restricted, all funds will be held for a period of time until the issue can be resolved. By following the terms of this Agreement, an Account Holder can help protect his account from being limited.
    
    

14. BY ACCEPTING BELOW AND USING THIS SERVICE, I ACKNOWLEDGE AND AGREE THAT I-PAYOUT AND ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS AND OWNERS (COLLECTIVELY), ARE NOT LIABLE FOR AND I OTHERWISE KNOWINGLY AND INTENTIONALLY RELEASE THEM FROM ANY CLAIMS OR ACTUAL OR POTENTIAL CAUSES OF ACTION OR LIABILITY RELATED TO ACTIONS OR INACTIONS OF THE COMPANY, ANY BANK OR THIRD PARTY THAT RESULTS IN THE LACK OF PAYMENT DESIGNATED FOR MY BENEFIT. I UNDERSTAND THAT I-PAYOUT IS PROVIDING THE SERVICES AND TECHNOLOGY, AND NOT THE MONIES OR LIABILITY DUE TO ME OR OTHERWISE FOR MY BENEFIT. I-PAYOUT SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF COMPANY ABILITY, OR FOR ANY FAILURE TO PERFORM DUE TO A FAILURE OF THE SERVICE PROVIDED BY A THIRD PARTY TO EFFECT THE SERVICES CONTEMPLATED HEREUNDER, ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS AGREEMENT IS A SERVICE AGREEMENT AND THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO IT.

15. Exchange Rates - Exchange rates are subject to change without prior notice depending on the current foreign exchange rate.

16. Notice - All notices, requests, demands and other communications hereunder shall be in writing, and shall be delivered by verifiable means from overnight carrier, personal delivery or certified mail return receipt, at the addresses listed herein for i-payout or to the address listed in the Account Holder’s profile.

17. Dispute Resolution - Any claim or dispute arising from or in connection with this Agreement whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, except for injunctive relief or an interpleader action initiated solely by i-payout pursuant to Section 21.0(c) of this Agreement, shall be resolved as follows:

    1. The dispute will first be negotiated. If the dispute is not resolved within two (2) weeks of written notice, either Party wishing to resolve the dispute shall initiate binding arbitration upon written notice to the other Party.
    2. For any claim or dispute arising from, related to, or in connection with this Agreement, except for injunctive relief or an interpleader action initiated solely by i-payout pursuant to Section 21.0(c) of this Agreement, binding arbitration shall proceed under the expedited rules of the American Arbitration Association in Fort Lauderdale, Florida. If the parties are unable to agree on one arbitrator, then each party shall select an arbitrator and the two arbitrators shall select a third from the panel. The Parties consent to the jurisdiction of the arbitration in Broward County, Florida, and knowingly and intentionally waive, to the fullest extent permitted by law, any objection which they may have now or later to the jurisdiction and laying of venue, and further knowingly and intentionally waive any claim that any action or proceeding brought in before any such Arbitration has been brought in an inconvenient or improper forum. This Agreement and the rights, duties, and obligations of the Parties to this Agreement shall be interpreted, construed, performed, and enforced in accordance with and shall be governed by the laws of the state of Florida without reference to any conflict-of-laws, rules or principles that may or would require the application of any other jurisdiction.

18. Interpleader - Under circumstances where i-payout deems it appropriate, i-payout, in its sole discretion, may initiate an interpleader action by depositing funds into the court registry of any court in Broward County, Florida, with jurisdiction to adjudicate the rights and ownership over the funds that have been deposited into the court registry. In the event that i-payout determines, in its sole discretion, that a dispute exists between itself and an Account Holder, between Company and an Account Holder, between Account Holders, or between i-payout, Company, Account Holder and any other third-party concerning the rights and ownership of any funds, it is specifically agreed that i-payout may terminate the relevant Account prior to placing the disputed funds in the court registry.

19. Attorneys’ Fees - If any party brings any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party his, her and/or its actual attorneys' fees, costs, and expenses related to the prosecution or defense of any such action or dispute. The "prevailing party" shall be that party who wins on all or substantially all of the claims at issue in any action or dispute.

20. Governing Law and Consent to Forum and Venue - With respect to injunctive relief, interpleader actions under section 21.0(c) of this Agreement, or the confirmation or enforcement of any arbitration award, the Parties consent to the jurisdiction of the Southern District of Florida, or if such jurisdiction is lacking, to a Florida court of proper jurisdiction located in Broward County, Florida, and knowingly and intentionally waive, to the fullest extent permitted by law, any objection which they may have now or later to the jurisdiction and laying of venue or any judgment entered by such Court, and further knowingly and intentionally waive any claim that any action or proceeding brought in such Court has been brought in an inconvenient or improper forum. This Agreement and the rights, duties, and obligations of the Parties to this Agreement shall be interpreted, construed, performed, and enforced in accordance with and shall be governed by the laws of the state of Florida without reference to any conflict-of-laws, rules or principles that may or would require the application of any other jurisdiction. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL IN ANY SUCH ACTION.

21. Entire Agreement - This Agreement constitutes the entire agreement between i-payout and Account Holder and merges and supersedes all previous agreements and understandings relating to the Services. The Parties agree that they have relied on no representations that are not contained in this Agreement.