Terms of Services

This Agreement is a legal binding agreement between you and Machnet Technologies Inc., and shall apply to your use of the service provided through Machnet Technologies Inc.’s (MACHNET) Platform

• “you” or “your” means any person (“Users”) using the Service;
• “we” or “us” or “our” means Machnet Technologies Inc and its partners;
• “partner” or “partners” means any third-party service providers engaged by MACHNET for facilitating the provision of the service/s;

1.DEFINITIONS

• “Customer” means an individual or entity who is eligible to use your money transfer services, and has submitted transaction information required by us and PARTNERS to effectuate the money transfer;
• “Beneficiary” or “Beneficiaries” means an individual or entity to whom a Customer intends to transfer funds using your Money Transfer Services.
• “Money Transfer” or “Money Transfer Services” or “Services” means the money transfer services which you provide to your Customers via the Platform;
• “Customer Funds” means funds paid by customers in order to effectuate a money transfer or payments from the Platform, including the amount to be transferred to a Beneficiary, and any transaction fees or any other service fees;
• “Platform” means the online technology platform designed and developed by MACHNET, including API stacks for front-end user interfaces, back-end transaction management, and reporting systems. The Platform shall also enable you to operate online money transfer services including the “Marketing Program”.

2. Any term otherwise not defined in this Agreement shall have a meaning generally applied to such terms in the particular context wherein they are used.

3. PLATFORM LISCENSING

• MACHNET grants you a non-exclusive, non-transferable license to use the Platform as follows: 1) to use the Platform solely for your operations 2) to use the Documentation in support of your use of the Platform as authorized under this Agreement.
• You shall not copy or use the Platform or Documentation except as specified in this Agreement. You agree not to cause or permit any actions that may alter, merge, adapt or translate the Platform, or de-compile, reverse engineer, disassemble, or otherwise reduce the Platform to a human-perceivable form. You may not transfer, distribute, re-license, sell, rent, or lease the Platform.
• You may not modify the Platform or create derivative works based upon the Platform. The license granted herein does not entitle you to use the Platform, or any technology or intellectual property contained within it, as reference or inspiration for developing or creating another product in any way based upon the Application.
• You shall have full rights to all your data and files which are produced through the use of the Platform.
• You shall allow MACHNET to audit the system as and when required by MACHNET.
• MACHNET will provide Support Services to you in the manner described in this Terms of Service.
• MACHNET may issue modified or enhanced versions of the Platform, and will generally deploy updates for you who have a current Agreement in effect. If you provide reports of bugs or errors in the Platform or suggests any changes or modifications to the Platform in connection with use of the Platform, MACHNET shall have all rights to use all such feedback at its discretion including but not limited to the incorporation of such suggested changes or modifications into MACHNET’s Platform and the right to assign, license or to otherwise transfer to third parties the software so changed or modified without obligation to you.
• The Platform is being delivered to you “AS IS” and MACHNET makes no warranty as to its use or performance. MACHNET DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PLATFORM. MACHNET MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

4. THIRD PARTY SERVICES

• 1.Payment Services
  
• These may consist of applications, tools, and other services, as required to receive and send payments via Automated Clearing House (ACH), Debit Card, FEDwire services, and any other payment instruments as may be notified by MACHNET.
• These services generally allow you to create your account with MACHNET’s third-party service provider to send and receive customer funds. You shall be solely responsible for the funds which are received and sent from this account.
• These services generally allow you to create Customer Accounts with MACHNET’s third-party service providers on behalf of the customer. To create a Customer Account, you must collect and provide the information pertaining to the identity of the Customer and the information of the Customer’s bank account. Prior to creating a User Account, you must obtain authorization to debit and credit from the prospective Customer’s Customer Account and bank account on behalf of you, MACHNET, and its third-party service provider. Your agreement with the Customer should clearly provide this authorization and explain the services the Platform will provide.
• You shall be solely liable on account of any returns, reversals, and chargebacks occurring during the use of the payment service/s. The nature and extent of the liability shall be as per the Terms and Conditions of the third-party service provider providing such payment service/s. Such liability of you under this clause shall survive the termination of this Agreement.
• 2.KYC/AML
  
• MACHNET may provide you with know your customer (“KYC”) and anti-money laundering (“AML”) services for the customer accounts created on the Platform to help you with its regulatory and compliance requirements (“the KYC Application”).
• You may use the KYC Application in the normal course of business to (i) verify the accuracy of information submitted by Customer or Customer Accounts and (ii) identify potential money laundering activity. you understand that (a) the KYC Application is not intended to generate any KYC verification reports, and (b) the KYC Application is not intended to replace the KYC verification reports required by you for its internal or any external purposes.
• You understand that MACHNET and any of its third-party service providers are not a consumer reporting agency (“Consumer Reporting Agency”) as defined by the FCRA. Further, you agree that you will not use the KYC Application for any purposes enumerated in the FCRA in lieu of obtaining a “Consumer Report” (as that term is defined in the FCRA) or for any other purpose which violates this Agreement.
• You assure and warrant (1) its use of the KYC Application does not violate any agreement or obligation between the customer and any third party or Applicable Law and (2) neither any information delivered by the customer to MACHNET and its third-party service providers nor your Use of this KYC Application will infringe on any proprietary rights held by any third party or constitute a violation of any KYC Applicable Laws.
• 3. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, resell, lease, sublicense or otherwise distribute, transfer or dispose of the third-party services, in whole or in part, is granted except as expressly provided by this Section.
  
• 4. Wherever applicable, your and Customers shall agree to the terms and conditions of MACHNET’s third-party service providers. Also, you may be required to enter into a direct agreement with such third-party service providers.
  
• 5. You shall be responsible for the accuracy and validity of all information provided in the Platform for all the services mentioned in this Section. Your failure to provide accurate and valid information may result in incorrect identification or analysis by the KYC Application and failure in payment processing.
  
• 6. MACHNET shall exercise its best efforts to provide all necessary support for any issues arising with your use of the Third-Party Services. MACHNET does not assume any liability for any errors or issues arising out of the use of such Third Party Services. Further, MACHNET shall exercise its best efforts to ensure the quality and continuity of such Third Party Services.
  

5. INTELLECTUAL PROPERTY

• MACHNET shall retain all rights, title, and interest to its own intellectual property rights, including but not limited to the copyright, trademarks, patents, registered and industrial designs in the Platform (collectively the “Intellectual Property Rights”). You do not acquire any rights, express or implied, in the Platform, other than those specified in this Agreement.
• You shall not modify the Platform or create derivative works based upon the Platform. The license granted herein does not entitle You to use the Platform, or any technology or intellectual property contained within it, as reference or inspiration for developing or creating another product in any way based upon the Platform.
• Both you and MACHNET shall retain their Intellectual Property Rights. Both you and MACHNET irrevocably guarantee the other Party that it’s Platform and the Intellectual Property Rights related to the Services under this Agreement are original works and will not infringe the Intellectual Property Rights of any third party. The breaching party shall fully indemnify and keep the non-breaching party fully indemnified at all times against any loss or damage which a Party may suffer or incur where its system or the Intellectual Property Rights related to the Services under this Agreement or any part thereof infringes the Intellectual Property Rights of a third party.
• Both you and MACHNET hereby agree to fully indemnify and keep fully indemnified the other Party against any loss, cost, expenses, demands, liabilities, or damage, for any infringement of the other Party’s Intellectual Property Rights arising out of or incident to the performance of the Services or its breach of any provision(s) of this Agreement in accordance with the provisions of Section 15 of this Agreement.
• Both you and MACHNET shall notify the other Party as soon as practicable of any infringement, suspected infringement, or alleged infringement of the Intellectual Property Rights of any third party or of the other Party, including any claims therefrom affecting this Agreement.

6. CONFIDENTIAL INFORMATION

• “Confidential Information” means any non-public information communicated by one Party to the other Party under this Agreement which is marked or declared as “Confidential” or “Proprietary” or if not so marked or declared, should be reasonably understood from the context of disclosure or from the information itself, to be confidential.
• Notwithstanding the foregoing, the following types of information shall not be included within the definition of Confidential Information: (i) information which, at the time of disclosure, is or was in possession of the receiving Party as substantiated in writing; (ii) information which, subsequent to the time of disclosure, enters the public domain without breach of this Agreement; and/or (iii) information that is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, or in response to an inquiry or request of any governmental or regulatory agency or self-regulation organization, provided that, to the extent not prohibited by Applicable Law, notice of such disclosure is furnished to the disclosing Party as soon as practicable in order to afford the receiving Party an opportunity to seek a protective order (it being agreed that if the disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally compelled to disclose such information, disclosure of such information may be made without liability).
• Each receiving Party must maintain the confidentiality of the disclosing Party’s Confidential Information and not use it for any purpose other than solely as required and necessary to perform the receiving Party’s obligations under this Agreement. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the receiving Party must immediately notify the disclosing Party. Each receiving Party’s obligation to maintain the confidentiality of Confidential Information will survive the termination or expiration of the Agreement signed between you and MACHNET.

7. INTELLECTUAL PROPERTY

• MACHNET shall retain all rights, title, and interest to its own intellectual property rights, including but not limited to the copyright, trademarks, patents, registered and industrial designs in the Platform (collectively the “Intellectual Property Rights”). You do not acquire any rights, express or implied, in the Platform, other than those specified in this Agreement.
• You shall not modify the Platform or create derivative works based upon the Platform. The license granted herein does not entitle you to use the Platform, or any technology or intellectual property contained within it, as reference or inspiration for developing or creating another product in any way based upon the Platform.
• Each Party shall retain their Intellectual Property Rights. Each Party irrevocably guarantees the other Party that it’s Platform and the Intellectual Property Rights related to the Services under this Agreement are original works and will not infringe the Intellectual Property Rights of any third party. The breaching party shall fully indemnify and keep the non-breaching party fully indemnified at all times against any loss or damage which a Party may suffer or incur where its system or the Intellectual Property Rights related to the Services under this Agreement or any part thereof infringes the Intellectual Property Rights of a third party.
• Each Party hereby agrees to fully indemnify and keep fully indemnified the other Party against any loss, cost, expenses, demands, liabilities, or damage, for any infringement of the other Party’s Intellectual Property Rights arising out of or incident to the performance of the Services or its breach of any provision(s) of this Agreement in accordance with the provisions of Section 15 of this Agreement.
• Each Party shall notify the other Party as soon as practicable of any infringement, suspected infringement, or alleged infringement of the Intellectual Property Rights of any third party or of the other Party, including any claims therefrom affecting this Agreement.

8. DISPUTE RESOLUTION

• The Parties agree that any and all disputes, claims, or controversies arising out of or related to this Agreement, including any claims under any statute or regulation (“Disputes”), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation, the Disputes then shall be submitted for binding arbitration. Unless the parties agree otherwise, any mediation and/or arbitration shall take place in the State of California, USA, and shall be administered by, and pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”).
• Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator’s authority to resolve disputes and to make awards is limited to Disputes between the parties to this Agreement alone and is subject to the limitations of liability set forth in this Agreement. Furthermore, Disputes brought by either party to this Agreement against the other may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this Section 7.2 of this Dispute Resolution section be stricken from this Agreement or deemed otherwise unenforceable, then this entire Section 10 shall be stricken from this Agreement.
• All offers, promises, conduct, and statements, whether written or oral, made in the course of negotiation, mediation or arbitration hereunder, or proceedings by either party to confirm arbitration awards hereunder are confidential, privileged, and inadmissible for any other purpose, including, without limitation, impeachment or estoppel, in any other litigation or proceeding involving any of the parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the negotiation or arbitration. Either party may seek equitable relief in arbitration prior to arbitration on the merits to preserve the status quo. The provisions of this Alternative Dispute Resolution paragraph may be enforced in a court of competent jurisdiction and the party seeking enforcement shall be entitled to an award of all costs, fees, and expenses (including reasonable attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered.

9. GENERAL PROVISIONS

• Neither Party shall be liable for any delay in or failure of performance under this Agreement resulting from events beyond its reasonable control, including but not limited to the following: hurricanes, tornadoes, floods, fires, explosions, epidemics, power failures, communication system failures, strikes, riots, wars or civil insurrections, acts of God, and so forth; provided, however, that a Party subject to any such force majeure shall promptly give the other written notice thereof and shall use reasonable efforts to remove or rectify any such force majeure condition as expeditiously as is commercially reasonable. If a force majeure event prevents Performance for more than thirty (30) days, the other Party may elect to terminate immediately upon notice, without penalty.
• This Agreement is governed by and will be construed in accordance with the laws of the State of California, exclusive of its choice of law provisions.
• All controversies arising from or relating to this Agreement or the performance or breach thereof shall be finally resolved through arbitration in the State and federal courts of the State of California, subject to the provisions of Section 7.
• All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given pursuant to delivery by hand, messenger, or courier or email, then postage prepaid, certified, registered, or first-class mail (confirmed via email) addressed to the addresses shown herein, below at the following email address: help@machnetinc.com