Terms & Conditions
Last update: September 13, 2023
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using our websites https://walrusfi.com and https://app.walrusfi.com or the DoubleCheck™ Service (collectively, the “Services”) operated by Walrus Security (“Walrus”, “us”, “we”, or “our”). If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind that entity to these Terms, in which case the words “you” and “your” as used in these Terms will refer to that entity.
Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Services. Depending on the circumstances, you may be a prospective or current Payer or Payee or Customer, or a visitor to our websites). For definitions of DoubleCheck Service, Payer, Payee, Customer and Agreement, please see the Additional Definitions section below.
If you are a Customer who has a signed Agreement with us, the Agreement will prevail in the event of a conflict between these Terms and the Agreement. Nothing in these Terms will invalidate, modify or supersede any part of the Agreement.
By clicking to agree to these Terms within the DoubleCheck Service, creating an account for the DoubleCheck Service, or accessing or otherwise using the Services, you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Services.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time, and those changes will be effective prospectively. Thus, you should review these Terms periodically for changes. If you disagree with any changes to these Terms, your sole remedy is to discontinue your use of the Services. Your continued use of the Services after a change has been posted constitutes your acceptance of the change. If a revision is material we will provide at least 14 days’ notice to Customers prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
2. Contact Us
If you have any questions about these Terms, please contact us at email@example.com.
3. Usage Agreement
You agree to provide accurate and truthful information when prompted as part of the Services and to use the Services in accordance with the instructions provided within the Services. You are solely responsible for information that you provide to us. If you become aware or suspect that anyone has gained unauthorized access to your devices and/or email accounts and used the Services, you agree to notify us immediately at firstname.lastname@example.org.
You represent that you are over the age of 18. Walrus does not permit those under 18 to use the Services.
With respect to any information or content that you input or upload to the Services (“User Content”), you hereby grant to us a royalty-free, irrevocable, perpetual, worldwide license to: (a) reproduce, store, display, use and transfer any User Content to the extent necessary to operate and provide the Services; and (b) reproduce, store and use any User Content internally to improve the Services and to develop new services and products.
When you use the Services, you may not, nor may you encourage or assist any third party to:
- Modify or copy the materials on the Services;
- Impersonate any person or entity;
- Infringe any third party’s rights;
- Reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Services or other Walrus property, or use the Services for the purpose of creating a competing service;
- Interfere with or attempt to interfere with the proper functioning of the Services;
- Engage in or attempt to engage in any potentially harmful acts that are directed against the Services;
- Input or upload to the Services any User Content that you don’t have permission to provide or that is illegal, infringing, defamatory, hateful or violates the rights of any third party;
- Remove any copyright or other proprietary notations from any materials associated with the Services; or
4. Compliance with Applicable Laws
Your use of the Services must not violate any applicable laws. You are responsible for ensuring that your use of the Services is in compliance with the law and any applicable laws and regulations.
You may not use the Services if you are located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. government embargo.
You may not use the Services if you are, or any entity you are using the Services on behalf of is, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted. You shall not export, re-export, import, or transfer any good, service or other item that you received from Walrus. You may not use the Services in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and you shall not assist or facilitate others in doing any of the foregoing.
5. Termination and Survival
We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification, exclusions of liability, limitations of liability, mandatory arbitration provisions, class action waiver, the governing law provision, and miscellaneous provisions (Section 13).
6. Copyright and Trademark
Unless otherwise noted, all logos, brand names, images, designs, photographs, video clips and written and other materials that appear within the Services, including any associated copyrights, trademarks, service marks, trade dress and/or other intellectual property whether registered or unregistered (“Intellectual Property”), are owned, controlled or licensed by Walrus. Our Services as a whole are protected by copyright and trade dress. Nothing on our Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property displayed or used on our Services, without the prior written permission of the Intellectual Property owner. Walrus aggressively enforces its intellectual property rights to the fullest extent of the law. The names and logos of Walrus may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our Services, without prior written permission from Walrus. Walrus prohibits use of any logo of Walrus or any of its affiliates as part of a link to or from any website unless Walrus approves such link in advance and in writing. Fair use of Walrus’s Intellectual Property requires proper acknowledgment. Other product and company names mentioned in our Services may be the Intellectual Property of their respective owners.
7. No Warranty
The Services are provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind.
WALRUS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND WALRUS HEREBY DISCLAIMS THE SAME. WALRUS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE FOREGOING DISCLAIMERS OR EXCLUSIONS OF WARRANTY. IN THAT EVENT, THOSE DISCLAIMERS OR EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WALRUS, ITS AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES, WILL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, COST OF PROCURING SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF WALRUS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE LESSER OF $500 OR THE AMOUNT OF FEES YOU HAVE PAID FOR THE USE OF THE SERVICES. SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE FOREGOING EXCLUSIONS OF LIABILITY OR LIMITATIONS OF LIABILITY. IN THAT EVENT, THOSE EXCLUSIONS OR LIMITATIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You, at your own expense, will indemnify, defend and hold harmless Walrus and its directors, officers, employees, representatives and agents (collectively, the “Walrus Indemnitees”) from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, penalties, fines, judgments, costs and expenses (including attorneys’ fees) arising therefrom (“Claims”), brought by any third party against any of the Walrus Indemnitees to the extent that the Claim is based on, or arises out of: (a) your use of the Services; (b) the conduct of your business; (c) your User Content; (d) any breach or purported breach of your obligations, representations and/or warranties under these Terms; or (e) the fraud, gross negligence or willful misconduct of you or your employees or subcontractors. You must not settle any Claim unless the settlement completely and forever releases the Walrus Indemnitee from all liability with respect to the claim or unless the Walrus Indemnitee consents to the settlement in writing. The Walrus Indemnitee may participate in the defense of any Claim in which the Walrus Indemnitee is involved at its own expense.
10. Mandatory Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.
(i) Informal Dispute Resolution Procedure. If a Dispute (as that term is defined below) arises between you and Walrus, we are committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the Dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to the following email address: email@example.com. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with Walrus. If the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and Walrus agree to the further Dispute resolution provisions below.
The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
(ii) Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, you must also email a copy of the demand to firstname.lastname@example.org.
You agree that by using the Services in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Walrus and/or its subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “Walrus Entities”) arising out of, relating to, or connected in any way with the Services or these Terms, including the determination of the scope, enforceability, or applicability of this Arbitration Agreement (as defined below), including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) (“Dispute”) will be resolved exclusively by final and binding arbitration in accordance with this Section 10 (“Arbitration Agreement”). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in this Section 10. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.
Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking that relief will not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph will automatically be stayed pending the outcome of that action.
(iii) Class Arbitration and Collective Relief Waiver. YOU AND WALRUS ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SUBPART (VI) BELOW, ANY ARBITRATION MUST BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS WALRUS PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.
With the exception of this subpart (iii) and subpart (vi) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained in this Arbitration Agreement. If, however, this subpart (iii) or subpart (vi) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement will be null and void, and neither you nor Walrus will be entitled to arbitrate the Dispute unless both you and Walrus agree in writing to do so.
(iv) Arbitration Rules. The arbitration will be administered by NAM and conducted before a panel of three arbitrators, unless you and we agree to a sole arbitrator. The arbitration will be conducted in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at email@example.com.
(v) Arbitration Location and Procedure. You may choose to have the arbitration conducted in New York County or via videoconference or telephone. The arbitrator or arbitration body (hereinafter “arbitrator”) must apply New York law consistent with the FAA and applicable statutes of limitations, and must honor claims of privilege recognized at law. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.
If the amount in controversy does not exceed $5,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Walrus submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. If the amount in controversy exceeds $5,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which will be via videoconference or telephone conference unless the parties agree otherwise.
Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Walrus (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).
(vi) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Walrus (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Walrus and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, will continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch will be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for that selection. The proceedings will be conducted via telephone, videoconference, or in New York County. You agree to cooperate in good faith with Walrus and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believes will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Walrus otherwise consents in writing, Walrus does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this subpart (vi). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.
The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this subpart (vi) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Walrus shall be entitled to arbitrate any claim that is a part of the Mass Filing.
(vii) Mediation Following First Batch in a Mass Filing. The results of the first batch of demands will be given to a NAM mediator selected from an initially proposed group of 5 mediators, with Walrus and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Walrus, the mediator and the remaining claimants will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Walrus or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in court. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Walrus nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Opt out of arbitration under this section shall not be construed as opt out of Section 11 titled “Class Action Waiver” below. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.
(viii) Arbitrator’s Decision. The arbitrator’s decision will be controlled by the terms and conditions of these Terms and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Services. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. Except for decisions in arbitrations that are joined together in a single batch, no individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.
(ix) Fees. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Walrus will pay any filing and hearing fees in in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the Arbitrator’s Rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.
The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that the modification does not increase the costs to you, and you further agree that you waive any objection to the fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while the challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees will be tolled during the pendency of the challenge.
(x) 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to firstname.lastname@example.org with the subject line, “ARBITRATION OPT-OUT”. The notice must be sent within thirty (30) days of (a) September 20, 2023 or (b) your first use of the Services, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, Walrus also will not be bound by it.
(xi) Changes. Walrus will provide thirty (30) days’ notice to Customers of any material changes to this “Mandatory Arbitration and Class Action Waiver” section. Any such changes will go into effect 30 days after Walrus provides this notice and apply to all claims not yet filed regardless of when those claims may have accrued. If Walrus changes this “Mandatory Arbitration and Class Action Waiver” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Services 30 days after the change will be deemed acceptance of the change.
11. Class Action Waiver
You may only resolve Disputes with Walrus on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Except as described in Section 10(vi), class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations are not allowed.
12. Governing Law
These Terms will be interpreted in accordance with the laws of the state of New York, USA without reference to its conflict of law provisions. Any litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder shall be conducted exclusively before the state and federal courts located in New York, New York, USA, and the parties specifically consent to New York, New York, USA, as the exclusive venue for any such proceeding. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded.
The section titles in the Terms are used solely for the convenience of you and Walrus and have no legal or contractual significance. If any of these Terms are held to be illegal, invalid or unenforceable, it is the intention of the parties that the remaining terms will constitute their agreement with respect to the subject matter of these Terms and all those remaining terms will remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of these Terms will be replaced by a valid provision that will implement the commercial purpose of the illegal, invalid or unenforceable provision. Except as provided in Section 1, no amendment of any provision of these Terms will be effective unless set forth in writing signed by a representative of each of the parties, and then only to the extent specifically set forth in that writing. No course of dealing on the part of either party, nor any failure or delay by either party with respect to exercising any of its rights, powers or privileges under these Terms will operate as a waiver of those rights, powers or privileges. No waiver by either party of any condition or the breach of any provision of these Terms in any one or more instances will be deemed a further or continuing waiver of the same or any other condition or provision. These Terms (and any Agreement if applicable) embody the entire agreement between the parties with respect to the subject matter of these Terms, and supersede all prior agreements and understandings between the parties relating to the subject matter of these Terms. The parties acknowledge that their relationship is that of independent contractors and that nothing contained in these Terms will be construed to place the parties in the relationship of principal and agent, master and servant, partners or joint venturers. Except as otherwise set forth in Section 10: (a) any notice required or permitted to be given by Walrus under these Terms will be in writing and will be delivered to the email address you provided to Walrus, by means of a service notice within your account, or via registered mail return receipt requested or an internationally recognized courier addressed to a mailing address you have provided; and (b) any notice required or permitted to be given by you under these Terms must be sent to Walrus via registered mail return receipt requested or an internationally recognized courier to Walrus Security, Inc., 222 Broadway, 22nd Floor, New York, NY 10038 (or another address that Walrus specified upon notice to you). Any such notice will be deemed to have been given when sent. You may not assign these Terms or any of your rights or obligations under these Terms without the prior written consent of Walrus. Any attempt to assign other than in accordance with this provision shall be null and void.
14. Additional Definitions
In addition to the capitalized terms defined elsewhere in these Terms, each of the following terms will have the meanings attributed to them as follows:
Agreement: an Order and Master Services Agreement between Walrus and a Customer, under which the Customer purchases a subscription to use the DoubleCheck Service.
Customer: an individual or entity that contracts with Walrus for our paid DoubleCheck Service under an Agreement. Customers can use the paid DoubleCheck Service as a Payer or a Payee.
DoubleCheck Service: the hosted application service provided by us that allows users to share payment instructions securely, and that is accessible via https://app.walrusfi.com/.
Payee: a person or entity receiving money from a Payer. For simplicity, we’ll use the term “Payee” to refer both to Payee entities, to individuals authenticating on behalf of Payee entities, such as employees of a Payee entity, and to individuals authenticating on their own behalf. Payees can use the DoubleCheck Service to respond to requests from Payers for payment instructions. They can also use the DoubleCheck Service to send their own payment instructions and request authentication from a Payer.
Payer: a person or entity sending money facilitated by the DoubleCheck Service. Examples are investment funds, corporations, individuals, investors, and non-profits. For simplicity, we’ll use the term “Payer” to refer to Payer entities, to individuals requesting authentication on behalf of Payer entities, such as employees of a Payer entity, and to individuals requesting authentication on their own behalf. Payers can use the DoubleCheck Service to request payment instructions.