Last updated: March 8, 2024
WaaS Software License Agreement
(Partner Distribution and Sublicense of Tweed’s Wallet Software)
This Tweed WAAS software license agreement (the “Agreement”) is entered into between Tweed Payments Inc., a Delaware company having an address at 300 Delaware Ave. Suite 210 #392 Wilmington, DE 19801 (“Tweed”) the business accepting this Agreement (“Partner”) and is effective as of the date of its acceptance by Partner (the “Effective Date”). Capitalized terms used in this Agreement are defined in the glossary at the end of this Agreement.
This Agreement applies to Partner if it opts in to distributing the Software and using the Services, each as described more fully below. Partner also agrees to the other applicable terms of use set out on the Tweed Site at https://www.paytweed.com.
Grant of License
1.1. Internal License: Tweed grants Partner a non-exclusive, non-transferable Partner internal use license (“IUL”) to use the Software, provided that Partner must retain records of each copy of the Software and its location and must destroy all copies upon termination or expiry of this Agreement. In addition to the internal use contemplated hereunder, Partner is hereby licensed to demonstrate the Software to its distributors and End-Users, so long as such demonstration is performed by Partner, in the Territory, and using run-time versions of the Software only.
1.2. Distribution License: In exchange for the conditions set forth regarding Partner obligations, Tweed grants Partner a non-exclusive, non-transferable limited right and license for the duration of the Term to: (a) market and demonstrate the Software to End Users located in the Territory; (b) distribute and sub-license the Software only pursuant to End Users in the Territory and pursuant to EULAs between Partner and each End User; (c) develop its own interfaces and configurations for use at End User sites; (d) use, display, disclose, market and distribute the Documentation solely for use with the Software and using the object code version of the Software only; and (e) modify and prepare derivative works (including translations) or compilations of the Documentation solely for the purposes of condensing, formatting and/or preparing Documentation for user accessibility. If Partner modifies or prepares any such derivative works or compilations, Tweed shall have no liability whatsoever in respect of any loss, cost or expense that Partner or any other person suffers or incurs which would not have been incurred if the forms of Documentation provided by Tweed had not been so modified or changed, and Partner shall indemnify Tweed from any loss, cost or expense arising from such actions of Partner.
1.3. Restrictions: Use of the Software and Services is subject to Partner providing Tweed with Partner KYC. No source code of the Software is or is intended to be licensed by this Agreement. Partner acknowledges that the Software’s source code contains valuable trade secrets of Tweed and thus neither Partner nor any End User by the terms of the End User license, shall at any time have access to the source code of the Software. Partner, its employees and contractors shall not, and shall ensure that End Users do not at any time: (a) reverse assemble, reverse compile, or otherwise reverse engineer or attempt to derive the source code of the Software or permit any other party to derive or attempt to derive such source code; (b) copy, modify, enhance or create derivative works of the Software without Tweed's prior written consent; (c) install or configure the Software other than in accordance with Tweed’s published specifications; or (d) sublicense, lease, sublease, transfer possession, rent, or grant other rights in the Software other than as expressly permitted in this Agreement.
1.4. No Separate Sale: The rights granted under this Agreement apply only to the Software as a whole and Partner shall have no right to market, distribute or transfer any part or component of the Software under any circumstances.
1.5. Nonexclusive rights: Tweed reserves the right, to appoint other nonexclusive Partners within the Territory, or to distribute the Software directly to End Users within the Territory using Tweed’s own personnel or independent sales representatives. Partner shall not directly or indirectly solicit sales of the Software outside the Territory.
1.6. Preferred Wallet: Partner shall not enter into a similar agreement with a third party to offer End Users or other third parties any Digital Asset wallet.
1.7. Territory: Nothing contained herein shall be construed as giving any rights to any End User or other client of Partner in the Territory or elsewhere under any circumstance. All laws related to the licensing of Software in the Territory which may extend such rights are hereby considered null and void, having no force or effect.
1.8. Ownership: Partner and Tweed agree that Tweed and its licensors own all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights, in and to the Software and any derivative works, corrections, bug fixes, maintenance releases, service releases, enhancements, Updates, upgrades or other modifications, including custom modifications, to the Software, whether made by Tweed or any third party.
1.9. Services: Partner and Tweed agree that Tweed and its licensors also own all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the any work product produced as a result of any services provide for Partner (collectively, the “Services”). However, Partner may create modules that are separate from, but work in conjunction with Tweed Software. Partner will own this separate work and the related intellectual property except Tweed shall continue to own the Software, Services and its own work product (which will become part of the Software) and related intellectual property all of which may be used in conjunction with Partner’s intellectual property to the extent such use is in accordance with this Agreement.
1.10. General: No right, title or interest in the intellectual property or other proprietary rights in or to the Software, work product or Services are conveyed to Partner under this Agreement other than the limited licenses specifically granted in this Agreement. All rights not expressly granted to Partner under this Agreement are reserved by Tweed. Partner agrees to reproduce the copyright, trademark and other proprietary notices contained on or in the Software and related Documentation or the work product as delivered to Partner on all copies of the Software or Documentation.
1.11. Account: Tweed may provide Partner with a digital Account on the Tweed systems to send, receive, store and process information related to this Agreement. Partner will not allow a third party to access the Account and shall be responsible for all selections made from within the Account all of which are incorporated herein by reference. The Account is not meant for and must not be used by Partner for any Digital Asset storage or transactions.
1.12. Data Consent: Partner hereby authorizes Tweed to, directly or through third parties, make any inquiries and conduct any investigation to verify Partner identity. The Services requires certain information concerning Partner, including but not limited to Partner name, address, phone number, email address, Bank Account information, Wallet addresses and other Third Party Servicer account information. Partner agrees that all information it provides to Tweed shall be complete and accurate and Partner shall promptly correct any errors in the information provided to Tweed.
Subject to the Tweed Privacy Policy, Partner its shareholders, directors and representatives grant Tweed the right to collect, store, use and disclose Partner Data for the purpose of performing hereunder and its integration with Third Party Servicer Services selected by Partner. Where Partner Data includes data concerning third parties, Partner states that it has obtained the necessary consents for Tweed to collect, process, store such data hereunder from the relevant data subjects. Data collected by Tweed is subject to the Tweed Privacy Policy, posted at the Site and incorporated herein by reference. Subject to applicable law, where Tweed is subject to a subpoena request for Partner Data, Tweed shall provide Partner with an opportunity to contest the request, failing which Tweed shall cooperate with the request. Partner shall indemnify Tweed for its costs associated with responding to subpoena requests concerning Partner Data.
Partner hereby authorizes Tweed and each Third Party Servicer to each obtain from the others and disclose to the others Partner Data in so far as is necessary to supply their respective services either hereunder or under their respective Third Party Servicer Agreements.
Where required by applicable law, Tweed will disclose Partner Data to law enforcement agencies. Tweed reserves the right to keep Partner Data for the term of this Agreement and for five (5) years thereafter.
(a) Accuracy
Partner has sole responsibility for the accuracy, appropriateness, and completeness of all Partner Data. Tweed will use the Partner Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Partner Data.
(b) Security
Tweed will take reasonable steps to help protect Partner Data. However, Partner understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. Tweed reserves the right to cooperate with local, state and federal authorities in investigations of improper or unlawful activities and this may require the disclosure of Partner’s personal information. Tweed may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.
Partner shall secure Partner Data in its possession or under its control. Partner assumes exclusive responsibility for ensuring the security of Partner Device and the Data on it. Tweed is not liable for the operation or failure of Partner Devices or those of any third party, including but not limited to processors, hosting services, internet service providers and other Third Party Servicers. Partner shall not operate Partner Device in a manner that does not meet the applicable security requirements of Tweed, indicated in the Account or on the Site, or those of Third Party Servicers.
Tweed is not responsible for performing, and is not liable for any failure to perform, any back-up of any Partner Data or other data provided, transmitted, processed, or stored by Partner in or through the Services. It is Partner’s responsibility to back-up onto a Partner Device all Partner Data, including all data and records that Partner submits to Tweed.
(c) Sharing
Tweed shall disclose Partner Data to those representatives of Partner identified by Partner for such purposes and also to such Third Party Servicers that Partner has selected. Tweed has no liability for any collection, processing, storage, use or disclosure of Partner Data by any Third Party Servicer or any other third party. Tweed reserves the right to decline to share Partner Data with any third party where Tweed believes that such sharing may expose Partner, Tweed, an End User or another third party to excessive security, financial or reputational risk provided, however, that Tweed shall never be liable for any act or omission of any third party with respect to Partner Data or otherwise. Tweed makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Partner Data.
1.13. Data Protection: To the extent that Tweed requires the Processing of Partner Personal Information, Partner agrees to the following:
(a) Role of Third Parties
Partner agrees that, except as otherwise expressly set forth in this Agreement, Partner shall determine the purposes and means of the Processing of Partner Personal Information and has appointed Tweed to Process the Partner Personal Information.
(b) Service Provider Obligations of Tweed
Tweed agrees to comply with applicable Data Protection Laws and shall instruct its employees, agents and Subprocessors comply with the applicable Data Protection Laws as well as the terms of the Agreement with respect to Partner Personal Information.
Tweed will: (a) only Process Partner Personal Information to the extent strictly necessary for the performance of its obligations under the Agreement, (b) comply with all written instructions from Partner in relation to Partner Personal Information.
Tweed will not: (a) use, distribute, sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate Partner Personal Information to another party for monetary or other valuable consideration, (b) retain, use or disclose Partner Personal Information for any purpose other than the specific purpose of performing the Services specified in the Agreement, including retaining, using or disclosing the Partner Personal Information for a commercial purpose other than providing the services specified in the Agreement, (c) retain, use, or disclose the Partner Personal Information outside of the direct business relationship between Partner and Tweed.
(c) Confidentiality
Subject to any confidentiality obligations in the Agreement, Tweed shall take reasonable steps to ensure the reliability of any of its employees, agents and Subprocessors who may have access to Partner Personal Information, ensuring in each case that access is limited to those individuals who need to access such data as strictly necessary to deliver the Services. Further, Tweed shall ensure that Tweed personnel are subject to confidentiality obligations at least as restrictive as those contained in this Agreement or are subject to an appropriate statutory obligation of confidentiality.
(d) Data Security
Subject to any other security obligations in the Agreement, Tweed will implement and maintain appropriate technical and organizational measures consistent with those required by applicable Data Protection Laws for the protection of the security, confidentiality, and integrity of the Personal Information. Tweed will not materially decrease the overall security of the Services while the Agreement is in effect.
(e) Individual Rights
Tweed shall promptly notify Partner, and provide full details thereof, if it receives any communication from any individual or any representative of an individual requesting to exercise their rights under applicable Data Protection Laws with regard to Partner Personal Information. Tweed shall provide reasonable assistance and cooperation as is necessary to enable Partner to comply with the exercise of such rights by an individual.
(f) Personal Information Breach
Tweed shall notify Partner without undue delay upon becoming aware of a Personal Information Breach and shall provide Partner with sufficient information which allows Partner to meet any obligations to report a Personal Information breach under applicable Data Protection Laws. Such notification shall at a minimum: (i) describe the nature of the Personal Information breach, the categories and numbers of individuals concerned, and the categories and numbers of records concerned; (ii) describe the likely consequences of the Personal Information breach; and (iii) describe the measures taken or proposed to be taken to address the Personal Information Breach.
(g) Subprocessors
Partner consents to Tweed engaging Subprocessors to Process Partner Personal Information provided such engagements are consistent with the terms of this the Agreement.
(h) Return or Disposal of Data
Upon expiration or termination of the Agreement (or sooner if reasonably requested by Partner), Tweed shall securely delete or return all Partner Personal Information, including any automatically created archival copies of such data, in its possession or under its control (including all Partner Personal Information Processed by any Subprocessor), in accordance with the terms and timelines of the Agreement, or if not stated, within thirty (30) days of the Agreement’s termination or expiration, unless otherwise required by applicable Data Protection Laws.
(i) Additional Terms
The obligations with respect to Partner Personal Information shall continue for as long as any Partner Personal Information remains in Tweed’s custody or control.
1.14. EULAs Content: Under separate correspondence, Tweed may provide Partner with a suggested form of EULA and may also post to the Site a form of EULA used when Tweed licenses its Software directly to its own end users. The terms of either such EULA are incorporated herein by reference and Partner agrees to them as ‘you’ with Tweed as the counter party thereto. Separately from its supply of a wallet to End Users, Partner shall itself comply with the terms of the EULA as a user of the Wallet. In supplying its own services to End Users, Partner shall ensure that its own EULA with End Users is no less proactive of Partner than this Agreement is of Tweed, the form of EULA provided by Tweed to Partner and that posted to the Site, as the case may be. In providing a form of EULA, Tweed is not providing legal advice and not making any representation as to its enforceability; Partner shall retain its own independent legal counsel to review all End User-facing terms that it uses including but not limited to the EULA. Tweed is not party to any EULA with any End User and Partner shall ensure that Tweed has no liability to any End User whether in respect of a EULA or otherwise.
1.15. Electronic Communications: The parties each agree to send and receive notices and communication hereunder in electronic form.
Withdrawal of Software
Tweed may, by reasonable written notice to Partner, withdraw any Software that Tweed ceases to manufacture or support, or any Software that may infringe or infringes the rights of third parties in the Territory. Tweed also reserves the right, from time to time, to add, change or discontinue the Software or Services upon six (6) months prior written notice to Partner; however, such actions on the part of Tweed will in no way affect Partner’s license to the Software previously delivered to (if any) under the terms of this Agreement. In addition, the notice shall not be necessary in the event Tweed reasonably believes (a) Partner cannot effectively market due to a conflict of interest or due to a lack or investment in trained sales personnel; (b) there is a risk that, or a court of competent jurisdiction has adjudicated that, the Software infringe(s) a third party’s intellectual property rights ;or (c) the supply thereof requires licensure or registration that Partner or Tweed require but do not have. In each such case Partner agrees to such lesser notice as Tweed may reasonably require.
Partner obligations and Warranties
3.1. Partner Obligations: As principal consideration of the limited license granted in this Agreement, Partner shall:
(a) solicit potential End Users for the Software;
(b) pay Fees to Tweed;
(c) cause each End User to be party to a EULA between Partner and End User;
(d) not solicit of or supply the Software or other products or services in Sanctioned Jurisdictions or to SDNs;
(f) ensure that End Users are provided with clear and informative disclosure concerning risks associated with Digital Assets which disclosure is no less complete than that set out in this Agreement below; and
(g) monitor End User use of the Software to ensure that it is not used for purposes that are prohibited hereunder or otherwise illegal under applicable law.
3.2. Termination: In the event Partner fails to fulfil the above obligations, Tweed may terminate this Agreement, request and receive any Software or Documentation or Confidential Information in the possession of Partner and, at the discretion of Tweed, cause Partner to assign all then outstanding EULAs to Tweed or its designee.
3.3. Quality of Services: Partner warrants that its Partner Solution, including the Software or not, technical support and other services, will be provided by Partner using appropriately qualified and trained personnel in a good and workmanlike manner, in accordance with highest industry standards in the Territory and without infringing any third party rights of any type whatsoever.
3.4. Marketing: Partner shall not refer to Tweed in any marketing or sales materials or any EULAs except as expressly approved in advance in writing by Tweed. In addition, Tweed may (but is not obligated to) refer to Partner as a Partner on its website and in marketing materials. Partner agrees that Tweed may use data about Partner’s End Users in its marketing materials where such mention is authorised by the respective End Users, and Partner will use reasonable efforts to obtain End User consent to such use.
3.5. No Misrepresentation: Partner represents and warrants that it will not publish or make any deceptive or misleading warranties or representations regarding the Partner Solution, Software or Tweed. Partner agrees it will not use deceptive, misleading, illegal, or unethical practices in its use, marketing, sublicensing or supporting the Partner Products for any End User or other third party, and will not make any reference to or claim about Tweed or the Software other than presenting current information that has been published by Tweed or approved by Tweed in writing. Partner agrees to comply with all applicable laws and regulations in performing its duties under this Agreement and supplying Partner Solution.
3.6. Permits: Partner will be responsible for obtaining, at its cost, all necessary licenses, permits, consents, authorizations and other documents required to fulfil its obligations under this Agreement and supply the Partner Solution, including money services business or virtual currency business registrations. If Partner is unable, despite diligent efforts, to obtain such approvals, Tweed will be excused from its obligations under this Agreement and this Agreement may be immediately terminated at the discretion of Tweed.
3.7. Power and Authority: Partner warrants that it has full power and authority to enter into this Agreement and to perform its obligations set out in this Agreement.
3.8. Compliance with Laws: Partner warrants that it will observe and comply with all statutes, regulations, by-laws, requirements and directions of any authority having jurisdiction in relation to the marketing, promotion, distribution and installation of the Software and the performance of any of Partner’s obligations under this Agreement and the supply of Partner Solution. Partner shall ensure that Partner Solution complies with applicable laws and is consistent with the terms of this Agreement.
3.9. Export Regulations: Partner understands that the Software may be restricted from export to certain countries and agrees that it will not distribute, re-export or constructively export the Software in any way which will violate any of export control laws or regulations of the Territory or any other jurisdiction.
3.10. Pricing: Partner will have discretion to establish the prices at which it will sell the Software provided that Partner shall not engage in any form of pricing activity which would have the effect of significantly devaluing the Software in the Digital Asset services market.
3.11. Reports and Audit: Tweed shall have the right not more than once in each year during the Term to appoint an independent auditor to inspect the records of Partner in order to verify compliance with the terms of this Agreement.
3.12. Partner Servers: Partner shall obtain, at its own cost, all servers, hardware and software licenses necessary or appropriate to permit the use of the Partner Solution and the Software.
3.13. EULAs Term: Partner agrees to notify Tweed any time that a EULA is terminated. Tweed shall be a third party beneficiary of the EULAs, and expressly reserves the right at any time to require Partner to enforce the terms of a EULA if the End User fails to comply with any material terms of the relevant EULA. Partner shall supply evidence of End User acceptance of EULAs on demand. If a EULA is terminated following enforcement of the EULA under this clause, Partner hereby waives any claim against Tweed for damages or loss of profit resulting from such termination, including any claim for a refund of the distribution fees payable in respect of such End User.
Ordering and Delivery
4.1. Delivery the Software: On execution of this Agreement, Tweed shall deliver to Partner instructions for delivering or otherwise obtaining the Software.
4.2. Generation of License Keys. Unless otherwise agreed, Tweed will create the number of licenses requested by Partner from time to time, which shall be available for installation and activation by Partner. Partner agrees not to activate any license files until necessary to install the Software on an End User or Partner device. Partner shall pay Fees in respect of all licenses ordered regardless of whether they are used or not.
Support and Maintenance
5.1. End User Support: Partner will provide first-line and second–line support services directly to Partner’s End Users and Tweed will provide to Partner the third-line Support Services. All Software, Documentation and other items delivered by Tweed to Partner in the course of providing Support Services, including, but not limited to, maintenance releases, new releases and Documentation, shall be deemed to be a part of Tweed Software and/or Documentation as applicable, and shall be subject to and governed by the provisions of this Agreement. Tweed will provide Partner with third-line Support Services regarding the latest two Major Releases of the Software. Unless as otherwise agreed in writing, Tweed shall not provide Support Services to any End Users.
5.2. IUL Support Services: Tweed will use its commercially reasonable efforts to resolve any problems experienced by Partner relating to the Software in accordance with this Agreement, the IUL Service Levels and the Support manual, if any is supplied by Tweed. IUL Support Services shall include: (a) correction of Errors by way of a modification or addition to the Software's source code that corrects the Error, or a procedure or routine that, when observed in regular operation of the Software, eliminates the practical adverse effect of the Error; and (b) responding to questions or assistance required by Partner in relation to the use of or functionality of the Software.
5.3. Provision of Support Services: All Support Services are remotely provided from Tweed’s business premises. Partner will maintain at its own expense a VPN connection or other mutually agreeable communication link to enable remote access to Partner’s systems by Tweed for the purpose of providing Support Services. Partner will provide Tweed with all relevant and necessary information and access to enable Tweed to duplicate any Error.
5.4. Updates: Provided that Partner has paid all applicable support and distribution Fees, Tweed shall make available to Partner any Software Updates that Tweed makes generally available, subject to the terms and conditions set out in this Agreement. Unless otherwise expressly stated by Tweed in writing at the time of delivery, Software Updates are licensed in accordance with the terms and conditions of this Agreement.
5.5. Technical Assistance and Training: Partner agrees to have its employees and support designees attend such training and certification classes as Tweed may reasonably request to ensure that Partner is able to provide services relating to the Software in accordance with Tweed’s service standards. The location and cost of any such training will be mutually agreed by the parties prior to the provision of such training. Partner acknowledges that installation of new Major Releases may require a suitably qualified and trained resource, and that if Partner does not have appropriately qualified personnel, Partner will engage Tweed to provide such services on mutually agreeable terms.
5.6. Technical Contacts: Partner agrees to contact Tweed only through the technical contact individuals specified on the cover page and to notify Tweed immediately if such technical contact individuals change. Partner agrees to comply with the policies and procedures set out in the support manual supplied by Tweed as amended from time to time and acknowledges that failure to comply with these terms shall constitute a breach of this Agreement.
5.7. Changes to Technical Environment: Partner acknowledges that changes to the configuration of its systems and technical environment, or to the environments in which it proposes to support End Users, may impact the Support Services and/or service levels, and agrees to advise Tweed in writing of any such changes. Tweed will use reasonable efforts to notify Partner of any impact that the change may have on the operation of the Software, provided that any such notification (or failure to provide such notification) shall not be construed as authorisation by Tweed of the change.
5.8. Exclusions: Tweed shall have no obligation to provide Support Services hereunder in connection with Errors or issues and shall have no liability for any issues: (i) resulting from the misuse or improper use of the Software or use other than in accordance with the Documentation, (ii) caused by modifications or alterations to Partner’s technical environment not approved in writing by Tweed, (iii) resulting from Partner’s incorrect installation of a new Update, (iv) resulting from a combination of the Software with software or hardware not approved in writing by Tweed, (v) that could be corrected by the installation of a more current Update, (vi) caused by a malfunction of Partner’s equipment, (vii) caused by any act or omission of Partner in breach of the terms of this Agreement, (viii) Partner user-interface or other End User or third party-facing content, products or services or (ix) use of Software in breach of this Agreement or a EULA. Partner shall be responsible for paying Tweed, on a time and materials basis plus all cost associated with services rendered in connection with any attempt to diagnose or correct an Error that falls within the foregoing categories, including travel, accommodation, and other disbursements. To the extent that an Error is caused by Third Party Software, Tweed will use reasonable efforts to resolve such Error through recourse to the Third Party, but such Error shall not be subject to the Support Services service levels. If an Error has been fixed in a current Software Update, Partner’s exclusive remedy for such Error shall be to install the most current Software Update to remedy the Error and Tweed shall have no other obligation or liability to Partner in such instance.
Fees
6.1. License Fees: Partner shall pay the Fees, as set out in the Application, the Account or other means of acceptance provided by Tweed. Fees paid are not refundable.
6.2. Invoicing: Without prejudice to Partner’s reporting obligations under this Agreement, Tweed will invoice Partner monthly for Fees in respect of all license files activated in the previous month or with such other frequency as Tweed may prefer.
6.3. Payment: All payments shall be due and owing upon receipt of invoice, payable thirty (30) days following the date of invoice. All payments to Tweed pursuant to this Agreement shall be made in United States dollars. Fees shall be paid by debit or credit card or such other means as Tweed may require. Partner authorizes Tweed to charge any such payment method provided for all Fees and other amounts owing under this Agreement.
6.4. Taxes: All amounts payable under this Agreement are stated exclusive of Taxes. If Tweed receives an assessment or other notice from any taxing authority providing that any Tax, interest or penalty is due from Tweed with respect to any transaction described in this Agreement, Partner shall remit the amount of any such Tax, interest or penalty to Tweed within 30 days after written demand by Tweed.
6.5. No Deductions: All payments to be made by Partner will be free of any deduction, set-off, counter claim or withholding whatsoever. If Partner is required by or under any laws or regulations to make any withholding or deduction, it will gross up its payment to Tweed as is necessary to ensure that Tweed receives the full amount payable under this Agreement as if no such withholding or deduction had been made.
6.6. Overdue Payments: Overdue payments (other than amounts that are the subject of a legitimate and bona fide dispute) shall accrue interest at the rate of 2% per month, from the due date until paid. Partner shall pay Tweed's costs of collection, including attorneys' fees and court costs. Tweed shall be permitted to suspend performance of its obligations under this Agreement until all delinquent payments have been paid by Partner.
Tweed Warranties
7.1. IP Warranty: Tweed represents that use of the Software by Partner and End Users in accordance with this Agreement and a EULA, as the case may be, shall not cause Partner or End Users to be in violation of third party intellectual property rights.
7.2. Disclaimer of Warranty: Except for the express warranty set out above, Tweed grants no other warranties or conditions, express or implied, by statute or otherwise, regarding the Software, Services, Documentation and Support Services.
7.3. NO OTHER WARRANTIES: EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, SERVICES AND SUPPORT SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, AND TWEED DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR THAT THE SOFTWARE OR EMBEDDED SOFTWARE WILL OPERATE ERROR-FREE, UNINTERRUPTED OR BE FREE OF VIRUSES. THE ENTIRE RISK AS TO THE SELECTION, SATISFACTORY QUALITY, PERFORMANCE AND USE OF SUCH SOFTWARE SHALL BE WITH THE PARTNER AND THE END USER.
IP Rights
8.1. Ownership: Partner acknowledges and agrees that all right, title and interest in and to the Software, Confidential Information, trade secrets, and other intellectual property relating to the Software, including any Updates and upgrades, belongs to and remains with Tweed and its suppliers as their absolute property. Partner will not at any time challenge the validity of any of, or assert any rights inconsistent with any of Tweed’s intellectual property rights.
8.2. Infringement: Partner will promptly bring to Tweed’s attention any infringement or threatened infringement of any of Tweed’s intellectual property of which Partner becomes aware. Partner will, if requested to do so by Tweed, co-operate with Tweed in the conduct of any infringement proceedings including, without limitation, making available to Tweed all information in the possession of Partner relating to such infringement.
8.3. Infringement Indemnity: Tweed will defend, indemnify, and hold Partner harmless, at Tweed’s own expense, against any action brought by a third party against Partner to the extent that the action is based upon a claim that the Software infringes any United States copyright, patents, or misappropriates any trade secrets, and Tweed will pay those costs and damages finally awarded by a court of competent jurisdiction against Partner in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action, including without limitation reasonable costs and attorneys’ fees incurred in the investigation, preparation and defense of such claim. The foregoing obligations are conditioned on Partner notifying Tweed promptly in writing of such action, Partner giving Tweed sole control of the defense pertaining to alleged Tweed infringement, and any related settlement negotiations, and Partner cooperating in such defense at Tweed’s request and expense.
8.4. Infringing Software: If the Software becomes, or in Tweed’s opinion is likely to become, the subject of an infringement claim, Tweed may, at its option and expense, either: (a) procure for Partner and End Users the right to continue using the Software in accordance with this Agreement and the EULAs; or (b) replace or modify the Software so that it becomes non-infringing within reasonable timeframes, in which case Partner shall immediately require all End Users using the superseded version to replace such with the newer version.
8.5. Termination: If neither of the options set out in Section 8.4(a) or (b) is commercially reasonable in Tweed’s opinion and the use of the Software is enjoined, Tweed may withdraw the Software and require Partner and End Users to return the affected Software. If this occurs, Tweed shall refund to Partner a proportional amount of the Fees received from Partner for each End User based upon the license Fees being amortized over a period of sixty (60) months.
8.6. Limited Indemnity: Notwithstanding the foregoing, Tweed will have no obligation to indemnify Partner with respect to any infringement claim arising from: (a) any use of the Software not in accordance with this Agreement or the EULA; (b) any use of the Software in combination with any products, equipment, software, data or technical environment not approved by Tweed or implemented according to parameters set out by Tweed for use of the Software; (c) any act or omission of Partner in carrying out its obligations under this Agreement, including the provision of support services to End Users; (d) use of an outdated release of the Software after Tweed has made available an Update which is non-infringing; or (e) any modification of the Software not authorised or carried out by Tweed.
8.7. Exclusive Remedy: This section states Tweed’s entire liability and Partner’s sole and exclusive remedy for infringement claims and actions.
Digital Asset Risk Disclosure
9.1. Digital Assets: The principal purpose of the Software is to cause Partner to be able to enable End Users to create their own Wallet. Wallets are used to receive, store and send Digital Assets. Digital Assets carry inherent risks discussed below in this section and in the EULA. Partner acknowledges and assumes such risks and shall ensure that each End User does the same.
9.2. Inherent Risk: Partner acknowledges and agrees that there are inherent risks associated with Digital Assets, and that such risks extend to Partner use of and sublicensing of the Software. These risks include but are not limited to the failure of hardware, Software or internet connections, the risk of malicious Software introduction and the risk of unauthorized access to End User wallet credentials or private keys. It is Partner shall familiarize itself with the risks involved with Digital Assets, their protocols and networks and ensure that End Users do the same. Use of the Software by End Users does not remove these risks. Tweed is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Software, however they may be caused.
9.3. Fluctuation in Value: Partner acknowledges and agrees that the value of Digital Assets can change rapidly and without warning, increase or decrease unexpectedly, and may even fall to zero. Wallet transactions using the Software can take time to be confirmed and may in some cases not be completed. If an End User attempts to send or receive Digital Assets that are not supported by the Software, the Digital Assets may be lost entirely and not be recoverable. In no event will Tweed be liable to Partner, End User or to any third party for any of the foregoing.
9.4. Third Party Content: If the Software posts a dollar value in association with a given Digital Asset such posting shall not constitute a representation as to the actual or projected value of such assets. Instead, such posting constitutes third party content general information only; Partner shall not, nor shall it educe End Users to rely on it for any financial decision. Partner agrees that it is Partner responsibility to independently ascertain the value of Partner Digital Assets and that Partner shall disclose to End Users that they have the same duty with respect to their Digital Assets.
9.5. Approved Network Risk: Partner understands and accept that there are also inherent risks associated with using any Virtual Currency network, including Approved Networks. These risks include but are not limited to unanticipated changes to the network protocol, or unknown vulnerabilities which may include or result in underlying technology attacks. Other possible changes may include forks or rollbacks of Virtual Currency, networks, or blockchains. Tweed has no control over any Approved Networks and will not be responsible for any loss Partner suffer when Partner transacts via any Approved Network.
9.6. Staking: Partner or an End User may decide to use a Wallet created using the Software to stake Partner Digital Assets in a third party decentralized finance protocol (“Staking”). Tweed will not prevent Partner or any End User from Staking. The compatibility of a Wallet created with the Software with one or another Staking protocol does not serve as an endorsement of such protocol, does not serve as a legal opinion as to the legality or legal nature of the Staking protocol and does not mean that the Software will always be compatible with the Staking protocol. Many Staking protocols are illegal securities or operating as illegal unregistered money services businesses. Partner assumes 100% of the risk associated with Partner Staking activities which could result in total loss of all Partner Digital Assets and Partner shall disclose that End Users carry the same risk.
Limitation of Liability
10.1. Indirect and consequential damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES (WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE), INCLUDING LOSS OR DAMAGES COMPRISING, OR RESULTING FROM, LOSS OF GOODWILL, PROSPECTIVE PROFITS, ANTICIPATED ORDERS, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OF DATA OR LOSS OF INFORMATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. Limitation of Liability: In no event, including without limitation any breach of a fundamental term of this Agreement, shall Tweed’s aggregate liability arising out of this Agreement exceed the lesser of: (a) the total amounts Fees paid by Partner to Tweed during the 12 month period immediately preceding the event giving rise to the claim; and (b) then thousand United States dollars (USD$10,000).
10.3. Partner Indemnity: In addition to the express indemnity obligations contained elsewhere in this Agreement, Partner shall indemnify and hold Tweed harmless from any and all claims, costs and causes of action suffered by Tweed arising from: (i) a breach by Partner of a EULA; (ii) a claim by an End User or other third party related to Partner; (iii) the performance or non-performance by Partner of any of its obligations under this Agreement, any Third Party Servicer Agreement, such as an agreement with a Third Party Servicer, or any defect in products or services provided by Partner, including claims for infringement of third party rights; and (iv) the cost of responding to any subpoena or legal proceedings related to or arising from this Agreement, Partner or any EULA. The foregoing indemnity obligations are conditioned on Tweed notifying Partner promptly in writing of such action, giving Partner sole control of the defense pertaining to alleged Partner conduct and any related settlement negotiations, and Tweed cooperating in such defense at Partner’s request and expense.
Confidentiality
11.1. Access to Information: Each party acknowledges that in the course of performing its obligations under this Agreement, it may disclose, receive or obtain access to Confidential Information of the other party. Each party agrees to use such Confidential Information solely for the purposes of performing its obligations hereunder and not to disclose, directly or indirectly, the Confidential Information to any third party other than its duly authorised representatives, Affiliates, employees or agents who have a need to know for the purposes of this Agreement. Each party agrees to maintain the Confidential Information in confidence and shall take at least the same precautions to avoid disclosure of the Confidential Information that it would take with its own Confidential Information.
11.2. Ownership: All Confidential Information shall remain the sole and exclusive property of the party which has disclosed it.
11.3. Remedies: The parties acknowledge and agree that a breach of these confidentiality provisions may cause immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party may seek injunctive or other equitable relief for such breach.
11.4. Confidential Information: For the purposes of this Agreement, “Confidential Information” means any oral or written information disclosed by one party to the other that is not generally known to the public and is clearly identified as confidential or, by its nature, should be reasonably considered confidential, including without limitation, the terms of this Agreement, information about either party’s products, marketing strategies, finances, operations, End Users, suppliers, any computer software or databases, source code, specifications, data, reports, formulae, data models, data formats, field or record layouts, or improvements related thereto and any personal information regarding a person that would personally identify a person, but excluding information that: (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the recipient; (b) was lawfully received by the recipient from a third party free of any obligation of confidence; (c) was already in the lawful possession of the recipient prior to receipt from the other party, or was subsequently and independently developed by the recipient’s employees, consultants or agents without reference to the Confidential Information of the other party, as evidenced by written records; or (d) is required to be disclosed by law, provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted. If a party has received a subpoena or other legal processing mandating disclosure of Confidential Information, where permitted by law, the party will provide the other party with opportunity to challenge the requirement for disclosure at its own expense.
Third Party Software
12.1. Third Party Software: The Software may contain Third Party Software which may be subject to license or other terms and conditions imposed by the owners of such Third Party Software. Partner agrees to adhere to any terms and conditions applicable to Third Party Software notified to it by Tweed from time to time.
Term and Termination
13.1. Term: The Initial Term of this Agreement shall be as indicated on the first page hereof, after which it shall automatically renew for additional and successive one (1) year terms (each, a “Renewal Term”) until terminated in accordance with the terms hereof or unless either Party notifies the other in writing, not less than thirty (30) days prior to the expiration of the current term, of its intention not to renew.
13.2. Termination for Convenience: Tweed may terminate this Agreement for any reason or for no reason on notice by email to Partner. If directed by Tweed, Partner shall terminate any individual EULA that Tweed determines exposes either party to excessive security, reputational or financial risk.
13.3. Termination for Cause: Either party may terminate this Agreement by providing ten (10) days notice in writing upon the occurrence of the following events: (a) a filing by or against the other party of a petition for relief under any insolvency law of any jurisdiction which is not dismissed within 30 days, any other arrangement for the benefit of creditors or discontinuance of the business operations relevant to this Agreement; or (b) if the other party materially breaches this Agreement and such breach is incurable or the other party fails to cure such breach within 30 days after written notice of such breach. A breach by Partner under any other agreement with Tweed shall be deemed a breach hereof.
13.4. Survival: Sections of this Agreement that by their nature should survive termination hereof shall survive termination including but not limited to: 1.3 Restrictions, 1.8 Ownership, 1.12 Data Consent, 1.14 EULAs Content, 3.11 Reports and Audit, 3.13 EULAs Term, 6 Fees, 7.3 No Other Warranties, 8 IP Rights, 9 Digital Asset Risk Disclosure, 10 Limitation of Liability, 11 Confidentiality, 13 Term and Termination, 14 General and 15 Glossary. Termination of this Agreement shall not relieve either party of any amounts due and owing or for liability for any breach of this Agreement prior to termination.
13.5. Consequences Arising: On the expiry or termination of this Agreement all the rights and obligations of the parties under this Agreement will cease immediately, provided that: (a) Tweed will not be liable for any accrued obligations Partner may have to any End User, and Partner indemnifies and protects Tweed from any liability relating to those obligations; (b) Partner will immediately cease all use, distribution and promotion of the Software; (c) at the discretion of Tweed, EULAs shall be assigned to Tweed or terminated; and (d) if requested by Tweed, Partner will provide reasonable transition assistance to facilitate the transition of End Users from Partner to Tweed.
General
14.1. Assignment.
Without notice to Partner or Partner's consent, Tweed may assign this Agreement and its rights and obligations hereunder. Partner cannot assign or transfer its rights or delegate its responsibilities under this Agreement without Tweed's prior written consent, which consent may be withheld in Tweed's sole and absolute discretion. Any transfer of voting control of Partner or Partner's parent shall be considered an assignment or transfer of this Agreement. Any assignment of this Agreement other than as provided herein shall be null and void.
14.2. Severability.
Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement.
14.3. Waivers.
No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. Tweed's waiver of Partner's breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition.
14.4. Entire Agreement.
This Agreement and any Application, together with disclosures set out in the Account, represents the entire understanding between Partner on the one hand and Tweed on the other with respect to the matters contained herein and supersedes any prior agreements between the parties. Partner agrees that in entering into this Agreement it has not relied on any statement of Tweed or its representatives.
14.5. Notices.
Except as otherwise provided in this Agreement, all notices and other communications required or permitted hereunder (other than those involving normal operational matters relating to the processing of Transactions) shall be in writing. If to Partner, notices may be delivered by courier or sent by U.S. mail postage prepaid to Partner's address appearing in the Application or by any electronic means, including but not limited to the e-mail address Partner has provided on the Application. If to Tweed, notices shall be delivered by courier or sent by U.S. mail postage prepaid to:
Tweed Payments, Inc.
300 Delaware Ave. Suite 210 #392 Wilmington, DE 19801
Attn: Legal Department
Either party may advise the other of a change in its address / email address by providing written notice as set forth herein. Notices shall be deemed to have been given (i) if sent by mail or courier, upon the earlier of five (5) days after mailing or when actually received or, in the case of courier, when delivered, (ii) if sent by fax, when the confirmation copy is generated, and (iii) if sent by email, when sent provided no "undeliverable" message was received. Notices sent to Partner's last known address (including e-mail address), as indicated in our records, shall constitute effective notice to Partner under this Agreement.
14.6. Governing Law; Waiver of Jury Trial; Arbitration.
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in the county of Delaware where Tweed is located. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) PARTNER IS GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST TWEED OR RELATED THIRD PARTIES; (ii) PARTNER IS GIVING UP ITS RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST TWEED OR RELATED THIRD PARTIES; (iii) PARTNER IS GIVING UP ITS RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A CLASS OF CLAIMANT, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST TWEED, AND/OR RELATED THIRD PARTIES. Any claim, dispute, or controversy ("Claim") by either Partner, Tweed against the other, or against the officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, arising from or relating in any way to this Agreement or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA") in the county in Delaware where Tweed is located. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, Partner's, Tweed's negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. Partner and Tweed will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between Partner and Tweed. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section shall be non-severable from the remainder of this Section. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, PARTNER MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.
14.7. Compliance with Laws.
In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. Partner further agrees to cooperate and provide information requested by Tweed to facilitate their compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Without limiting the foregoing, Partner acknowledges and agrees that "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG, as they may be amended from time to time ("Restricted Transactions") issued thereunder are prohibited from being entered into or processed under this Agreement or through the Tweed NFT Service. Partner represents and warrants that it will not submit such Restricted Transactions for processing. Partner further acknowledges and agrees that it will not use the Software or Services involving any person or entity listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State's Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of Transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control or in connection with illegal activity of any kind.
14.8. Force Majeure.
Tweed will not be liable for delays in processing or other non-performance caused by events such as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this provision will affect or excuse Partner's liabilities and obligations for Chargebacks, refunds, or unfulfilled products and services.
14.9. Amendment.
This Agreement may be amended at any time by Tweed on email notice to Partner, notice through the Account or by updating these terms posted to the Site. This Agreement shall be amended as per the terms of such notice if Partner does not terminate this Agreement within thirty (30) days of such notice. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Payment Network Rules, Applicable Law or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Your electronic signature or continued submission of Transactions following such notice will be deemed to be your acceptance of such amendment.
14.10. Third Party Beneficiaries.
Except as expressly provided in this Agreement, the parties do not intend for any persons to be third party beneficiaries of this Agreement and nothing in this Agreement is intended to confer upon any person any rights or remedies. Tweed reserves the right to perform some or all of its obligations under this Agreement through one or more third parties.
14.11. Relationship Between the Parties.
The parties shall perform their duties under this Agreement as independent contractors. Nothing contained herein will be deemed to create any other relationship between the parties. It is agreed that no party will represent itself to be the joint venturer, co-owner, partner, employer or employee of another party. The parties agree that, except as specifically provided in this Agreement, no party grants any other party the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of another party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of another party, or to transfer, release or waive any right, title or interest of such another party.
Glossary
15.1. Definitions: In this Agreement, capitalised words have the following meaning:
Account means a unique digital account that allows Partner to send, receive and store information related to this Agreement. The Account is not a hosted wallet and cannot be used to store or transfer Digital Assets.
Affiliates means companies which are, along with either of the parties, under the common control of another company, control meaning the direct or indirect ownership of more than fifty percent (50%) of voting rights and/or capital shares.
Application means the electronic form or fields for completion on acceptance of this Agreement, cover pages of this Agreement, if any, and any other material supplied by Partner to Tweed in support of obtaining the Software or Services from Tweed, such as they may be from time to time.
Approved Network means the Ethereum blockchain and any other blockchain that Tweed indicates on the Site as compatible with the Wallet, such as they may be from time to time.
Blocked Address means an Approved Network or other blockchain wallet address that is prohibited by Tweed from interacting with the Wallet, such as they may be from time to time.
Data means Partner Data or Tweed Data.
Data Protection Laws are the laws and regulations applicable to the Processing of Personal Information including but not limited to the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA);
Device means a Partner or an End User’s phone, tablet, computer or other internet enabled electronic device on which Partner or an End User operates the Wallet.
Digital Asset means Virtual Currency or a Token each on an Approved Network.
Documentation means marketing materials, product manuals and operating guides relating to the Software, whether in print or electronic form, provided by Tweed to Partner from time to time.
End User means a person or entity that acquires a right to use the Software from Partner for its own internal purposes pursuant to an EULA and not for resale.
End User Support Services means third line technical support services to be provided by Tweed or its Affiliates to Partner in relation to End User’s use of the Software.
Error means an error in the source code of the Software that causes a failure of the Software to conform substantially to the Documentation;
EULA means a license agreement between End User and Partner for the supply of Partner Solution to End Users, which agreement shall be no less protective of Partner than the terms set out in the then-current version of Tweed end user licence agreement model provided to Partner by Tweed from time to time or posted on the Site.
Fees means the fees payable by Partner for the Software and Services, as presented for acceptance by Partner in the Application, Account or by such other means as Tweed may make available.
IUL Support Services means technical support services to be provided by Tweed or its Affiliates to Partner in relation to Partner’s internal use of the Software, such as they may be.
Major Release means a new version of the Software that provides substantial performance improvements, architectural changes, new features or additional functionality, and which is made generally commercially available by Tweed.
Minor Release means any release of the Software that is for the purpose of correcting errors, creating minor improvements or minor enhancements of existing features.
OFAC means the U.S. Department of the Treasury Office of Foreign Asset Control.
Partner Data means Data that belongs to Partner and is provided by Partner to Tweed hereunder.
Partner KYC Information means information requested by Tweed or provided by Partner in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, Partner name, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the Partner, MAC address of Partner device, payment account information (e.g. credit card) and Partner Wallet information.
Partner Solution is that combination of Tweed Software and Partner Products, which will be resold by Partner in accordance with this Agreement.
Personal Information Breach is a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, Partner Personal Information;
Personal Information is information that identifies, relates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a particular identifiable person or household;
Process means the collection, handling, use, storage, disclosure, transmission or any other operation performed on Personal Information; and
Sanctioned Jurisdiction means any jurisdiction that is subject to OFAC or other U.S. sanctions including but not limited to Afghanistan, Balkans, Belarus, Burundi, Central African Republic, Crimea Ukraine, Cuba, Democratic Republic of Congo, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, Myanmar, Nicaragua, North Korea, Somalia, Sudan and Darfur, South Sudan, Syria, Syrian Arab Republic, Ukraine, Venezuela, Yemen and Zimbabwe.
SDN means a specially designated national or otherwise sanctioned individual or entity, as determined by OFAC or another regulatory agency.
Site means https://paytweed.com or such other website or portal through which the Services are officered.
Software means the software described in the cover page in machine-readable, object code format, together with all Updates and, where the context requires, the Documentation.
Subprocessor is any third party who is engaged by Tweed to carry out specific Processing activities with Partner Personal Information.
Support Services means technical support services to be provided by Tweed or its Affiliates to Partner.
Target Resolution Time means the target elapsed time between when Tweed is formally notified of a support request by Partner and the time a final position is agreed between Tweed and Partner, where either a solution (which may be remedying the fault or providing a work-around) has been reached or no further action can be taken under the terms of this Agreement. This time is a target only, and Tweed does not guarantee that any particular support request will be resolved within the specified time period.
Tax means any state, local or federal taxes, levies, duties or fees that may be applicable to the Software, excluding any taxes based on the net income of Tweed.
Territory means the world outside of Sanctioned Jurisdictions.
Third Party Servicer Agreement means an agreement between Partner and a Third Party Servicer pursuant to which the Third Party Servicer delivers their services.
Third Party Servicer means a third party: (i) whose service are compatible with the Processing Services; (ii) that Partner has retained under a Third Party Servicer Agreement; (iii) with whom Partner wishes to share Partner Data; and (iv) through which Partner wishes to deliver instructions to Tweed with respect to the Account.
Third Party Software means any third party software that is bundled with, or embedded in, the Software.
Token means a token published on the blockchain of a Virtual Currency, such as, for example a non-fungible token also known as an NFT.
Tweed Data means Data that is supplied by Tweed to Partner or an End User pursuant to this Agreement or Data that relates to the Services or Software or performance by Tweed hereunder.
Tweed Privacy Policy means the Tweed privacy policy posted at https://www.paytweed.com.
Update means a Major Release and/or a Minor Release.
Virtual Currency means a virtual currency based on a distributed blockchain ledger of an Approved Network over which no single issuer, holder or group of either has control.
Wallet Address means one or more public addresses or keys on an Approved Blockchain that an End User creates using the Wallet and that are not Blocked Addresses.
Wallet means the service of supplying an End User with an application, browser extension or code executed on their own Device which enables End User to: (i) create their own unhosted Digital Asset wallet addresses; (ii) control and access the associated private keys; (iii) receive Supported Digital Assets; and (iv) sign transactions on Approved Networks such as, for example, the sending of Supported Digital Assets from the Wallet to an external wallet.
