Please read these Payments Terms of Service (“Payments Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By using the Payment Services (as defined below), you agree to comply with and be bound by these Payments Terms.
These Payments Terms constitute a legally binding agreement (“Agreement”) between you and WalCal Payments (as defined below) governing the Payment Services (defined below) conducted through or in connection with the WalCal Platform.
When these Payments Terms mention “WalCal Payments,” “we,” “us,” or “our,” it refers to the WalCal Payments company you are contracting with for Payment Services, which may be WalCal Payments, Inc. (“WalCal Payments”)
Your contracting entity will be determined based on your country of residence subject to the exceptions described in the following.
If you change your country of residence, the WalCal company you contract with will generally be determined by your new country of residence as specified above, from the date on which your country of residence changes. Please note, however, that the WalCal Payments company with which you contract will stay the same for all bookings made prior to your change of residence.
The WalCal Terms of Service (“WalCal Terms”) separately govern your use of the WalCal Platform. All capitalized terms have the meaning set forth in the WalCal Terms unless otherwise defined in these Payments Terms.
In certain situations, customers may be required to enter into unique payment processing agreements with WalCal Payments. To the extent that there is a conflict between these Payment Terms and terms and conditions set forth in any relevant payment processing agreement, the latter terms and conditions will take precedence, unless specified otherwise.
1. Scope and Use of the Payment Services
1.1 WalCal Payments provides payments services to Members, including payment collection services, payments and payouts, in connection with and through the WalCal Platform (“Payment Services”).
1.2 WalCal Payments may temporarily and under consideration of the Members’ legitimate interests (e.g., by providing prior notice), restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. WalCal Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. WalCal Payments will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.
1.3 The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. WalCal Payments is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by WalCal Payments of such Third-Party Services.
1.4 You may not use the Payment Services except as authorized by United States law, the laws of the jurisdiction that is your country of residence, and any other applicable laws. In particular, but without limitation, the Payment Services may not be used to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) neither you nor your Host Services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
1.5 Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.
2. Key Definitions
“Payout” means a payment initiated by WalCal Payments to a Member for services (such as Listing Fees) performed in connection with the WalCal Platform.
“Payment Method” means a financial instrument that you have added to your WalCal Account, such as a credit card, debit card, or PayPal account.
3. Modification of these Payments Terms
WalCal Payments reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the WalCal Platform and update the “Last Updated” date at the top of these Payments Terms. We will also provide you with notice by email of the modification at least thirty (30) days before the date they become effective. If you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect. We will inform you about your right of refusal and your right to terminate this Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued use of the Payment Services will constitute acceptance of the revised Payments Terms.
4. Eligibility, Member Verification
4.1 You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.
4.2 WalCal Payments may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
4.3 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. Towards this end, you authorize WalCal Payments to screen you against third party databases or other sources and request reports from service providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. WalCal Payments reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
5. Account Registration
5.1 In order to use the Payment Services, you must have an WalCal Account in good standing. If you or WalCal closes your WalCal Account for any reason, you will no longer be able to use the Payment Services.
5.2 You may authorize a third party to use your WalCal Account in accordance with the WalCal terms. You acknowledge and agree that anyone you authorize to use your WalCal Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
6. Payment Methods and Payout Methods
6.1 When you add a Payment Method or Payout Method to your WalCal Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to WalCal Payments or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will depend on the particular Payout Method and may include:
- Your residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor.
6.2 When you add or use a new Payment Method, WalCal Payments may verify the Payment Method by authorizing a nominal amount or by authenticating your account via a third-party payment service provider. For further verification, we may also (i) authorize your Payment Method for one or two additional nominal amounts, and ask you to confirm these amounts, or (ii) require you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payout Method. When you add a Payment Method during checkout, we will automatically save that Payment Method to your WalCal Account so it can be used for a future transaction.
6.3 Please note that Payment Methods and Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and WalCal Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review these terms and conditions before using your Payment Method or Payout Method.
6.4 You authorize WalCal Payments to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your WalCal Account.
6.5 You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. WalCal Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.
6.6. If your Contracting Entity’s location is different than the country of your Payment Method or your selected currency is different than your Payment Method’s billing currency, your payment may be processed outside your country of residence. For example, if you make a booking using a U.S.-issued card, but select Euro as your currency, your payment may be processed outside the U.S. Banks and credit card companies may impose international transaction fees and foreign exchange fees on such international transactions. In addition, if you select to pay with a currency that is different than your Payment Method’s billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with you Payment Method, based on an exchange rate and fee amount determined solely by your bank. As a result, the amount listed on your card statement may be a different amount than that shown on checkout. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.
7. Financial Terms for Hosts
Generally speaking, WalCal Payments will collect the Total Fees from a Guest at the time the Guest’s booking request is accepted by the host, or at any other time mutually agreed between the Guest and WalCal Payments.
7.2.1 In order to receive a Payout you must have a valid bank account linked to your WalCal Account. You as a Host are able to payout unless any of the conditions below occurs:
・You don’t confirm your experience booking by guest
・Your guest doesn’t cancel your experience or event
・You as a Host don’t cancel your own experience or event
・Your guest sends a feedback of your event
・ You or your guest reposts any claims about your experience
7.2.2 The time it takes to receive Payouts once released by WalCal Payments may depend upon the Payout Method you select and the Payout Method provider’s processing schedule. WalCal Payments may delay or cancel any Payout for purpose of preventing unlawful activity or fraud, risk assessment, security, or investigation.
7.2.3 Your Payout for a booking will be the Listing Fee less applicable Host Fees and Taxes.
7.2.4 WalCal Payments will remit your Payouts in your currency of choice, depending upon your selections via the WalCal Platform and as further set out in Section 12. Amounts may be rounded up or down as described in the WalCal Terms.
7.2.5 For compliance or operational reasons, WalCal Payments may limit the value of each individual Payout. If you are due an amount above that limit, WalCal Payments may initiate a series of Payouts (potentially over multiple days) in order to provide your full payout amount.
8. Financial Terms for Guests
8.1 You authorize WalCal Payments to charge your Payment Method the Total Fees for any booking requested in connection with your WalCal Account. WalCal Payments will collect the Total Fees in the manner agreed between you and WalCal Payments via the WalCal Platform. WalCal Payments will generally collect the Total Fees after the Host accepts your booking request. WalCal Payments may offer alternative options for the timing and manner of payment. For example, in some cases, Guests may be required to pay or have the option to pay for Host Services in multiple installments. Any additional fees for using offered payment options will be displayed via the WalCal Platform and included in the Total Fees, and you agree to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If WalCal Payments is unable to collect the Total Fees as scheduled, WalCal Payments will collect the Total Fees at a later point. Once the payment transaction for your requested booking is successfully completed, you will receive a confirmation email.
8.2 When you request to book a Listing, WalCal Payments may also (i) obtain a pre-authorization via your Payment Method for the Total Fees, (ii) charge or authorize your Payment Method a nominal amount, to verify your Payment Method, or (iii) authenticate your account via a third-party payment service provider to verify your Payment Method.
8.3 If a requested booking is cancelled either because it is not accepted by the Host or you cancel the booking request before it is accepted by the Host, any amounts collected by WalCal Payments will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.
8.4 You authorize WalCal Payments to perform the Payment Method verifications described in Sections 6 and 8, and to charge your Payment Method for any bookings made in connection with your WalCal Account. You hereby authorize WalCal Payments to collect any amounts due, by charging the Payment Method provided at checkout, either directly by WalCal Payments or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the WalCal Platform (such as gift cards).
9. Appointment of WalCal Payments as Limited Payment Collection Agent
9.1 Each Member collecting payment for services provided via the WalCal Platform (such as Host Services or certain transactions facilitated through the Resolution Center) (“Providing Member”) hereby appoints WalCal Payments as the Providing Member’s payment collection agent solely for the limited purpose of accepting funds from Members purchasing such services (“Purchasing Members”).
9.2 Each Providing Member agrees that payment made by a Purchasing Member through WalCal Payments, shall be considered the same as a payment made directly to the Providing Member, and the Providing Member will provide the purchased services to the Purchasing Member in the agreed-upon manner as if the Providing Member has received the payment directly from the Purchasing Member. Each Providing Member agrees that WalCal Payments may refund the Purchasing Member in accordance with the WalCal Terms. Each Providing Member understands that WalCal Payments’ obligation to pay the Providing Member is subject to and conditional upon successful receipt of the associated payments from Purchasing Members. WalCal Payments guarantees payments to Providing Members only for such amounts that have been successfully received by WalCal Payments from Purchasing Members in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Providing Member, WalCal Payments assumes no liability for any acts or omissions of the Providing Member.
9.3 Each Purchasing Member acknowledges and agrees that, notwithstanding the fact that WalCal Payments is not a party to the agreement between you and the Providing Member, WalCal Payments acts as the Providing Member’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing Member. Upon your payment of the funds to WalCal Payments, your payment obligation to the Providing Member for the agreed upon amount is extinguished, and WalCal Payments is responsible for remitting the funds to the Providing Member in the manner described in these Payments Terms, which constitute WalCal Payments’ agreement with the Purchasing Member. In the event that WalCal Payments does not remit any such amounts, the Providing Member will have recourse only against WalCal Payments and not the Purchasing Member directly.
10. General Financial Terms
WalCal Payments may charge fees for use of certain Payment Services and any applicable fees will be disclosed to Members via the WalCal Platform.
10.2 Payment Authorizations
You authorize WalCal Payments to collect from you amounts due pursuant to these Payment Terms or the WalCal Terms. Specifically, you authorize WalCal Payments to collect from you:
- Any amount due to WalCal (g., as a result of your bookings, Booking Modifications, cancellations, or other actions as a Guest, Co-Payer, Host or user of the WalCal Platform), including reimbursement for costs prepaid by WalCal on your behalf, by charging any Payment Method on file in your WalCal Account (unless you have previously removed the authorization to charge such Payment Method(s)) or by withholding such amounts from your future Payouts. Any funds collected by WalCal Payments will setoff the amount owed by you to WalCal and extinguish your obligation to WalCal.
- Any amount due to a Providing Member from a Purchasing Member which WalCal collects as the Providing Member’s payment collection agent as further set out in Section 9 above.
- Taxes, where applicable and as set out in the WalCal Terms.
- Any amount you pay through the Resolution Center in connection with your WalCal Account. WalCal Payments may do so by charging the Payment Method associated with the relevant booking, or any other Payment Method on file in your WalCal Account (unless you have previously removed the authorization to charge such Payment Method(s)), or by withholding the amount from your future Payouts.
- Overstay Fees payable under the WalCal Terms. In addition, WalCal Payments may recover any costs and expenses it incurs in collecting the Overstay Fees by charging any Payment Method(s) you have on file in your WalCal Account (unless you have previously removed the authorization to charge such Payment Method(s)).
- Any Service Fees or cancellation fees imposed pursuant to the WalCal Terms(g., if, as a Host, you cancel a confirmed booking). WalCal Payments will be entitled to recover the amount of any such fees from you, including by subtracting such refund amount out from any future Payouts due to you.
- Fees improperly paid to you as a Host. If, as a Host, your Guest cancels a confirmed booking or WalCal decides that it is necessary to cancel a confirmed booking, and WalCal issues a refund to the Guest in accordance with the WalCal Terms, Guest Refund Policy, Extenuating Circumstances Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, WalCal Payments will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.
- Fees, costs and/or expenses associated with a Damage Claim, including any Security Deposit, as set out in the WalCal Terms. If WalCal Payments is unable to collect from your Payment Method used to make the booking, you agree that WalCal Payments may charge any other Payment Method on file in your WalCal Account at the time of the Damage Claim (unless you have previously removed the authorization to charge such Payment Method(s)). WalCal Payments also reserves the right to otherwise collect payment from you and pursue any remedies available to WalCal Payments in this regard in situations in which you are responsible for a Damage Claim pursuant to the WalCal Terms, including, but not limited to, in relation to any payment requests made by Hosts under the WalCal Host Guarantee.
- Fees payable by Co-Payers as part of the Group Payment Service by charging any Payment Method on file in your WalCal Account (unless you have previously removed the authorization to charge such Payment Method(s)), or by withholding such amounts from your future Payouts. Any funds collected by WalCal Payments will setoff the amount owed by you to WalCal and extinguish your obligation to WalCal.
In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
10.3.1 Any refunds or credits due to a Member pursuant to the WalCal Terms, Extenuating Circumstances Policy, and Guest Refund Policy will be initiated and remitted by WalCal Payments in accordance with these Payments Terms.
10.3.2 WalCal Payments will process refunds immediately, however, the timing to receive any refund will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules.
10.4 Recurring Payments
10.4.1 For certain bookings, WalCal Payments may require a Guest to make recurring, incremental payments toward the Total Fees owed (“Recurring Payments”). More information on Recurring Payments (including the amount and the frequency of payments) will be made available via the WalCal Platform if applicable to a booking.
10.4.2 If Recurring Payments apply to a confirmed booking, then the Guest authorizes WalCal Payments to collect the Total Fees, and the Host agrees that WalCal Payments will initiate Payouts, in the increments and at the frequency agreed to and identified via the WalCal Platform.
10.4.3 Guests may stop payment of a Recurring Payment by notifying Wa;Cal Payments orally or in writing at least three (3) business days before the scheduled date of the payment. WalCal Payments may require that you give written confirmation of a stop-payment order within fourteen (14) days of an oral notification. If you fail to provide written confirmation within fourteen (14) days as requested, WalCal Payments is not obligated to honor your request to stop any future Recurring Payments. If you have any questions regarding your Recurring Payments, please contact WalCal Payments pursuant to Section 27.
10.5 Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by you, so that you end up receiving or paying the correct amount. This may be performed by WalCal Payments or a third party such as your financial institution.
10.6.1 If WalCal Payments is unable to collect any amounts you owe under these Payments Terms, WalCal Payments may engage in collection efforts to recover such amounts from you.
10.6.2 WalCal Payments will deem any owed amounts overdue when: (a) for authorized charges, one hundred and twenty (120) days have elapsed after WalCal Payments first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Host’s future Payouts, two hundred and seventy (270) days have elapsed after the adjustment is made to the Host’s account or the associated services have been provided, whichever is later.
10.6.3 WalCal Payments will deem any overdue amounts not collected to be in default when three hundred and sixty five (365) days have elapsed: (a) for authorized charges, after WalCal Payments first attempts to charge the Member’s Payment Method or the associated services have been provided, whichever is later; and (b) for withholdings from a Host’s future Payouts, after the adjustment is made to the Host’s account or the associated services have been provided, whichever is later.
10.6.4 You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to WalCal and/or WalCal Payments by you. Such communication may be made by WalCal, WalCal Payments, or by anyone on their behalf, including but not limited to a third-party collection agent.
11. Security Deposits
11.1 If you as a Guest (i) agree to pay the Host in connection with a Damage Claim, or (ii) WalCal determines that you are responsible for damaging any personal or other property pursuant to the WalCal Terms, you authorize WalCal Payments to charge the Payment Method used to make the booking in order to collect any Security Deposit associated with the Listing, as well as any amount of the Damage Claim exceeding any Security Deposit. If the Listing does not have a Security Deposit, WalCal Payments may charge the Payment Method used to make the booking for the amount of the Damage Claim. If we are unable to collect from your Payment Method used to make the booking, you agree that WalCal Payments may charge any other Payment Method on file (and not otherwise unauthorized) in your WalCal Account at the time of the Damage Claim.
11.2 WalCal Payments also reserves the right to otherwise collect payment from you and pursue any remedies available to WalCal Payments in situations in which you are responsible for a Damage Claim pursuant to the WalCal Terms.
12. Currency Conversion
WalCal Payments will process each transaction in the currency the Member selects via the WalCal Platform. The currencies available to make and receive payments for any given transaction may be limited for regulatory or operational reasons based on factors such as the Member’s selected Payment Method or Payout Method and/or the Member’s country of residence or WalCal contracting entity(ies). Any such limitations will be communicated via the WalCal Platform, and you will be prompted to select a different currency, Payment Method or Payout Method. Note that a Member’s third-party payment service provider may impose transaction, currency conversion or other fees based on the currency or Payment Method the Member selects to make or receive payments, and WalCal Payments is not responsible for any such fees and disclaims all liability in this regard.
13. Abandoned Property
If we cannot initiate a Payout, refund, or pay other funds due to you for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting such funds to the appropriate governing body as required by law.
14. Prohibited Activities
You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or the WalCal Terms and Policies;
- use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
- register or use any Payment Method or Payout Method with your WalCal Account that is not yours or you do not have authorization to use;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by WalCal Payments or any of WalCal Payments’ providers or any other third party to protect the Payment Services;
- take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
15. Intellectual Property Ownership, Rights Notices
15.1 The Payment Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of WalCal, WalCal Payments and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of WalCal or WalCal Payments used on or in connection with the Payment Services are trademarks or registered trademarks of WalCal or WalCal Payments in the United States and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with Payment Services are used for identification purposes only and may be the property of their respective owners.
15.2 You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Payment Services, except as expressly permitted in these Payments Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by WalCal, WalCal Payments, or its licensors, except for the licenses and rights expressly granted in these Payments Terms.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Payment Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the WalCal Platform, or pursuant to Section 27 (“Contacting WalCal Payments”). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
17.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.
17.2 Notwithstanding WalCal Payments’ appointment as the limited payment collection agent of Providing Members for the purposes of accepting payments from Purchasing Members through the WalCal Platform, WalCal Payments explicitly disclaims all liability for any act or omission of any Member or other third party. WalCal Payments does not have any duties or obligations as agent for each Providing Member except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.
17.3 If we choose to conduct identity verification on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.
17.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.
18.1 Except as provided in Section 18.2, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your WalCal Account in any way, you are responsible for the actions taken by that person. Neither WalCal Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Members or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not WalCal Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Providing Members pursuant to these Payments Terms or an approved payment request under the WalCal Host Guarantee, in no event will WalCal Payments’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed the amounts you have paid or owe for bookings via the WalCal Platform as a Guest in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Host, the amounts paid by WalCal Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between WalCal Payments and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect WalCal Payments’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
18.2 If you reside in the EU or Australia and contract with WalCal Payments Australia, Section 18.1 does not apply, and WalCal Payments is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors, or other vicarious agents. The same applies to the assumption of guarantees or any other strict liability, or in case of a culpable injury to life, limb, or health. WalCal Payments is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents; such liability is limited to the typically occurring foreseeable damages. Essential contractual obligations are such duties of WalCal Payments in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract. Any additional liability of WalCal Payments is excluded to the maximum extent allowed by applicable law.
19. Termination, Suspension, and other Measures
19.1 This Agreement will continue unless and until it is terminated, suspended or other measures are taken as described in this Section 20.
19.2 You may terminate this Agreement at any time by sending us an email, or by following the termination procedures specified in the WalCal Terms. Terminating this Agreement will also serve as notice to cancel your WalCal Account pursuant to the WalCal Terms. If you cancel your WalCal Account as a Host, WalCal Payments will provide a full refund to any Guests with confirmed booking(s). If you cancel your WalCal Account as a Guest, WalCal Payments will initiate a refund for any confirmed booking(s) based on the Listing’s cancellation policy.
19.3 Without limiting our rights specified below, WalCal Payments may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.
19.4 WalCal Payments may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under this Agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) WalCal Payments believes in good faith that such action is reasonably necessary to protect other Members, WaCal, WalCal Payments, or third parties (for example in the case of fraudulent behavior of a Member).
19.5 In addition, WalCal Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, or if (ii) you have breached these Payments Terms, the WalCal Terms, applicable laws, regulations or third-party rights, (iii) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) any amounts you owe under these Payments Term are overdue or in default, or (v) WalCal Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of WalCal, its Members, WalCal Payments, or third parties, or to prevent fraud or other illegal activity.
19.6 In case of non-material breaches and where appropriate, you will be given notice of any measure by WalCal Payments and an opportunity to resolve the issue to WalCal Payments’ reasonable satisfaction.
19.7 If WalCal Payments takes any of the measures described in this Section you may appeal such a decision by contacting at support(@)wal-cal.com.
19.8 If you are a Host and we take any of the measures described in this Section we may refund your Guests in full for any and all confirmed bookings, irrespective of preexisting cancellation policies, and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
19.9 If your access to or use of the Payment Services has been limited or this Agreement has been terminated by us, you may not register a new WalCal Account or attempt to access and use the Payment Services through other an WalCal Account of another Member.
19.10 Unless your country of residence is in the EEA, Sections 10 and 15 to 24 of these Payments Terms shall survive any termination or expiration of this Agreement.
20. Applicable Law and Jurisdiction
If you are contracting with WalCal Payment, these Payments Terms will be interpreted in accordance with the laws of Japan, without regard to conflict-of-law provisions.
21. General Provisions
21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between WalCal Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between WalCal Payments and you regarding the Payment Services.
21.2 No joint venture, partnership, employment, or agency relationship exists between you or WalCal Payments as a result of this Agreement or your use of the Payment Services.
21.3 If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
21.4 WalCal Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.
21.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without WalCal Payments’ prior written consent. WalCal Payments may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty (30) days’. Your right to terminate this Agreement at any time remains unaffected.
21.6 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.
21.7 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by WalCal Payments via email, WalCal Platform notification, or messaging service (including SMS and WeChat). For notices made to Members residing outside of EEA, the date of receipt will be deemed the date on which WalCal transmits the notice.