Terms & Conditions
November 1, 2023
Welcome to https://yorbisapp.com Yorbis.com (the “Site”), a website of Yorbis, Inc., a Delaware corporation (“Yorbis” “we,” or “us”). This page explains the terms by which you may use the financial services we make available to you on our Site (collectively the “Services”).By submitting your application to obtain an account with us (“Account”) and to use the Services, you signify that you have read, understood, and agree to be bound by these Yorbis Terms of Service (“Agreement”), Yorbis Account Agreement, the Deposit Account Agreements of the banking service provider for your account, other applicable terms and conditions referenced and incorporated in thisAgreement, and to the collection and use of your information as set forth in the Yorbis Privacy Policy. You also agree to receive all notices and other communications from us electronically. Yorbis reserves the right to make unilateral modifications to these terms and will provide notice of these changes by posting an updated version to our legal page. “You” means the individual that is applying for or that has opened an Account to use the Services.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1.Scope of the Services; Use of the Services; Eligibility
A. Eligibility. This is a contract between you and Yorbis. You must read and agree to these terms before using theServices. If you do not agree, you may not apply for an Account or use theServices. You may only apply for an Account or use the Services for business purposes. By applying for an Account or using the Services you are forming a binding contract with Yorbis in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. There may be other eligibility requirements applicable to specific Services.
B. Scope of the Services. Your Account gives you access to various Services, including the demand deposit account(“Deposit Account”) and other services as made available from time-to-time by Yorbis and any other functionality that we may establish and maintain from time to time and in our sole discretion.
C. Applying for an Account. You will need to provide personal information (“PersonalInformation”), when you apply for an Account for business purposes. PersonalInformation may include your name, contact information, date of birth and certain other personal information; proof of address, personal identification, and any other documentary information used to verify your personal information. We provide Personal Information to our Banking Services Provider and other third-party service providers to determine your eligibility for the Services.We rely on the accuracy of the Personal Information you provide us when opening and maintaining your Account. We may deny your applications, suspend provision of the Services to you, or close your Account if Personal Information is out of date, incomplete, or inaccurate. At any time during the term of this Agreement and as part of your use of the Services, we may require additional PersonalInformation from you to verify your identity, to open and maintain accounts and aspects of the Services, and to assess your financial condition. You expressly consent and authorize us to retrieve additional Personal Information about you from our vendors and other third parties solely to assess the history and risks and to prevent fraud, including by obtaining information from credit reporting agencies and information bureaus, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include names, addresses, credit history, and other data. You acknowledge that we may use Personal Information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business.
D. Account Management and Security. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong”passwords (for recommendations on what constitutes a strong password, checkNIST SP 800-63B) with your Account. You must notify Yorbis immediately of any breach of security or unauthorized use of your Account. Yorbis will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised.
E. Prohibitions. You may not use theAccount or the Services (a) for any purpose that is unlawful or prohibited by this Agreement; (b) for the benefit of an individual, organization, or country identified on the United States Office of Foreign Assets Control’s SpeciallyDesignated Nationals List.
F. Acceptable Use. By registering for and using the Services, you are confirming that you will not use the Services(i) to accept payments in connection with any illegal, unauthorized, or not bona fide transactions; (ii) to handle, process, or transmit funds for any third party. We may, at any time and without notice, suspend or terminate your Account or your access to any of the Services if you engage in activities that violate the letter or spirit of this section. Our determination of whether a violation of this section has occurred will be final and binding, and any action taken with respect to enforcing this section will be at our sole discretion. Yorbis may modify this section at any time by posting a revised version in this Agreement.
2.The Yorbis Services
A. Deposit Account. Your Deposit Account is a demand deposit account held with our Banking Services Provider and is subject to the terms of this Agreement and the additional terms of ourBanking Services Provider. Your funds are fully insured by the Federal DepositInsurance Corporation up to $250,000. Your Deposit Account will be used in connection with the provision of the other Services under this Agreement. You may also use your Deposit Account to the extent provided in the terms of ourBanking Services Provider.
B. Multicurrency Wallet and FXServices. Your Yorbis Account gives you access to foreign exchange ratesand a multicurrency wallet that you can use to make purchases for yourself using funds in your Yorbis Deposit Account. Your multicurrency wallet, where there is sufficient balance, may be used it domestic and international payments, as allowed by Yorbis’ services. These services may change from time to time. Yorbis will provide notifications if such changes occur.
(i)Spending Limits, Payments, and Returns. Spending is limited by the available funds in your Deposit Account. Your Yorbis transactions will be settled as they occur by debiting your Yorbis DepositAccount an amount equal to each transaction. Returned funds will be applied to your Yorbis Deposit Account. If you use your Yorbis account for preauthorized, recurring, or subscription payments, you should regularly monitor the available funds in your Deposit Account to ensure that funds are available to make those payments. If funds are not available at the time a preauthorized, recurring or subscription payment is attempted on your Yorbis account, the transaction will ordinarily be declined. We will generally decline transactions attempted on your Yorbis account that would overdraw your Deposit Account. If, however, we do not decline a transaction and that transaction does overdraw your account, we may limit your ability to use other features or spend additional funds from your Deposit Account until your Deposit Account has a positive balance and the transaction that has overdrawn your account has been paid.
(ii) Records, Fees, and Communication. All transaction records and periodic statements may be found in your dashboard for your Account. All fees associated with the Yorbis account may be found inthe Yorbis Account Holder Agreement.
3. Fees and Payment.
A. Payment Method. You must keep a valid payment method on file with us to pay for all fees owed. We will debit fees from your Deposit Account or another payment method that you authorize. Yorbis will charge the payment method that you authorize for all applicable fees until the Services are terminated, and any and all outstanding fees have been paid in full. If we are unable to process payment of fees using your payment method on file, we will make a second attempt to process the payment using the payment method on file within three (3) days. If the second attempt is not successful, we will notify you, and may suspend and revoke access to the Services. If the Services are suspended, your Services will be reactivated upon payment of any amounts owed. If the outstanding fees remain unpaid for sixty (60) days following the date of suspension, then Wise reserves the right to terminate your Account. Youmay change your payment method through your account settings.
B. Applicable Fees. Your use of theServices is subject to the fees on the Fee Schedule, which may be updated from time-to-time at our discretion. For fees owed under this Agreement, we will automatically charge you using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this. You will be charged via invoice each month on your billing date (“Billing Date”) for all outstanding fees that have not previously been charged or collected. All fees are exclusive of applicable taxes. You are responsible for all applicable taxesthat arise from or as a result of your use of the Services.
C. Collection and Right to Set-Off. You agree to pay all amounts owed to us on demand. Your failure to pay amounts owed to us under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include attorneys’ fees, costs of arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. We may collect amounts you owe to us under this Agreement by deducting any amounts you owe to use from your Deposit Account. You grant us a security interest in and right to set off against the Deposit Account.
5. Site Data and Privacy. You understand that by using the Services you consent to the collection, use and disclosure of Personal Information and aggregate data we collect from your use of the Services (“Site Data”) as set forth in our Privacy Policy, and to have PersonalInformation and Site Data collected, used, transferred to and processed in theUnited States. You grant us a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Site Data for the purposes identified in this Agreement. Yorbis uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Personal Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use Personal Information for improper purposes. You acknowledge that you provide Personal Information at your own risk. Your use of the Deposit Account and other financial services is subject to the privacy policies of our Banking Services Provider.
6.Third-Party Links and Information. TheServices may contain links to third-party materials that are not owned or controlled by Yorbis. Yorbis does not endorse or assume any responsibility for any such third-party services, information, materials, products, or Services.If you access a third-party website, application or service from the Services, you do so at your own risk, and you understand that this Agreement and Yorbis’ Privacy Policy do not apply to your use of such third-party services. You expressly relieve Yorbis from any and all liability arising from your use of any third-party websites, applications, services, or content. Additionally, your dealings with or participation in promotions of advertisers found on theServices, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Yorbis shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
7. Indemnification. You agree to defend, indemnify and hold harmless Yorbis and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking ServicesProvider, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy orIntellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
8.No Warranty. THE SERVICES ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YORBIS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.WITHOUT LIMITING THE FOREGOING, YORBIS ITS SUBSIDIARIES, ITS AFFILIATES, ANDITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FORANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. YORBIS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND YORBIS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability. TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YORBIS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FORANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL,USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF,OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL YORBIS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YORBIS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USEOF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;(IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V)ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL YORBIS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES,OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OROLID ANY OTHER BASIS, EVENIF YORBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW INTHE APPLICABLE JURISDICTION.
10. Term and TerminationThisAgreement is effective when you submit your application to us and continues until terminated by either you or us, or in accordance with the BankingServices Provider’s agreements, third-party payment processor agreements, or as otherwise set forth in this Agreement. You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account for any reason, by providing you notice, or we may terminate this Agreement immediately in the event you breachor violate any of the terms of this Agreement, as determined in the sole discretion of Yorbis.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A.Governing Law. You agree that: (i)the Services shall be deemed solely based in California, except as may be set forth in the Bank Provider Agreements; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in LosAngeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm.Subject to Section 11.B, you agree that the federal or state courts located in LosAngeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that theArbitration provision below is found to be unenforceable.
B.Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM YORBIS. For any dispute with Yorbis, you agree to first contact us at Yorbis, Inc, Attn: Legal, 9415 Culver Blvd, Suite #144,Culver City, CA 90232 and attempt to resolve the dispute with us informally. In the unlikely event that Yorbis has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights, breach of ConfidentialInformation, which will be resolved through litigation in accordance withSection 11.A, or for injunctive or other equitable relief as provided below)arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMSStreamlined Arbitration Rules. The arbitration will be conducted in Los AngelesCounty, California, unless you and Yorbis agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the SouthernDistrict of California to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under this Agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Person and Yorbis, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
C.Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Yorbis are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
12. Communication. By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by Yorbis. This express consent applies to each such telephone number that you provide to us now or in the future.Calls and messages may incur access fees from your mobile services provider.You understand that you need not provide this consent as a condition of obtaining goods or services from Yorbis, and that you may decline to provide or revoke your consent at any time by emailing contactus@yorbisapp.com or by any other method that reasonably ensures we receive your revocation. By providing us with a telephone number, you agree that Yorbis may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not thecall was initiated by you, and whether or Yorbis disclosed the fact that thecall was recorded during the call.
13. General
A.Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Yorbis without restriction. Any attempted transferor assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement. You consent to us providing notices to you under thisAgreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via text or SMS to the phone numbers provided to us by you. If you sign up to receive certain Yorbis notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to you and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, yourAccount, and your Deposit Account and may provide you the ability to respond with information about Deposit Account transactions or your Account. You may disable notification preferences to limit the use of certain Service features or to decrease financial risks to yourself. You are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. You will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at Yorbis, Inc, 9415 Culver Blvd, Suite #144, Culver City,CA 90232 if you are having trouble receiving notices from us.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Yorbis in connection with the Services, shall constitute the entire agreement between you and Yorbis concerning your Account and theServices. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Yorbis’ failure to assert any right or provision under thisAgreement shall not constitute a waiver of such right or provision.
E. Legal Orders. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
F.Survival. Any and all provisions of this Agreement reasonably giving rise to continued obligations of the parties will survive termination of this Agreement.
G. Relationship. No joint venture, partnership, employment, or agency relationship exists between you and Yorbis asa result of this Agreement or your use of the Site.
November 1, 2023
Welcome to https://yorbisapp.com Yorbis.com (the “Site”), a website of Yorbis, Inc., a Delaware corporation (“Yorbis” “we,” or “us”). This page explains the terms by which you may use the financial services we make available to you on our Site (collectively the “Services”).By submitting your application to obtain an account with us (“Account”) and to use the Services, you signify that you have read, understood, and agree to be bound by these Yorbis Terms of Service (“Agreement”), Yorbis Account Agreement, the Deposit Account Agreements of the banking service provider for your account, other applicable terms and conditions referenced and incorporated in thisAgreement, and to the collection and use of your information as set forth in the Yorbis Privacy Policy. You also agree to receive all notices and other communications from us electronically. Yorbis reserves the right to make unilateral modifications to these terms and will provide notice of these changes by posting an updated version to our legal page. “You” means the individual that is applying for or that has opened an Account to use the Services.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1.Scope of the Services; Use of the Services; Eligibility
A. Eligibility. This is a contract between you and Yorbis. You must read and agree to these terms before using theServices. If you do not agree, you may not apply for an Account or use theServices. You may only apply for an Account or use the Services for business purposes. By applying for an Account or using the Services you are forming a binding contract with Yorbis in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. There may be other eligibility requirements applicable to specific Services.
B. Scope of the Services. Your Account gives you access to various Services, including the demand deposit account(“Deposit Account”) and other services as made available from time-to-time by Yorbis and any other functionality that we may establish and maintain from time to time and in our sole discretion.
C. Applying for an Account. You will need to provide personal information (“PersonalInformation”), when you apply for an Account for business purposes. PersonalInformation may include your name, contact information, date of birth and certain other personal information; proof of address, personal identification, and any other documentary information used to verify your personal information. We provide Personal Information to our Banking Services Provider and other third-party service providers to determine your eligibility for the Services.We rely on the accuracy of the Personal Information you provide us when opening and maintaining your Account. We may deny your applications, suspend provision of the Services to you, or close your Account if Personal Information is out of date, incomplete, or inaccurate. At any time during the term of this Agreement and as part of your use of the Services, we may require additional PersonalInformation from you to verify your identity, to open and maintain accounts and aspects of the Services, and to assess your financial condition. You expressly consent and authorize us to retrieve additional Personal Information about you from our vendors and other third parties solely to assess the history and risks and to prevent fraud, including by obtaining information from credit reporting agencies and information bureaus, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include names, addresses, credit history, and other data. You acknowledge that we may use Personal Information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business.
D. Account Management and Security. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong”passwords (for recommendations on what constitutes a strong password, checkNIST SP 800-63B) with your Account. You must notify Yorbis immediately of any breach of security or unauthorized use of your Account. Yorbis will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised.
E. Prohibitions. You may not use theAccount or the Services (a) for any purpose that is unlawful or prohibited by this Agreement; (b) for the benefit of an individual, organization, or country identified on the United States Office of Foreign Assets Control’s SpeciallyDesignated Nationals List.
F. Acceptable Use. By registering for and using the Services, you are confirming that you will not use the Services(i) to accept payments in connection with any illegal, unauthorized, or not bona fide transactions; (ii) to handle, process, or transmit funds for any third party. We may, at any time and without notice, suspend or terminate your Account or your access to any of the Services if you engage in activities that violate the letter or spirit of this section. Our determination of whether a violation of this section has occurred will be final and binding, and any action taken with respect to enforcing this section will be at our sole discretion. Yorbis may modify this section at any time by posting a revised version in this Agreement.
2.The Yorbis Services
A. Deposit Account. Your Deposit Account is a demand deposit account held with our Banking Services Provider and is subject to the terms of this Agreement and the additional terms of ourBanking Services Provider. Your funds are fully insured by the Federal DepositInsurance Corporation up to $250,000. Your Deposit Account will be used in connection with the provision of the other Services under this Agreement. You may also use your Deposit Account to the extent provided in the terms of ourBanking Services Provider.
B. Multicurrency Wallet and FXServices. Your Yorbis Account gives you access to foreign exchange ratesand a multicurrency wallet that you can use to make purchases for yourself using funds in your Yorbis Deposit Account. Your multicurrency wallet, where there is sufficient balance, may be used it domestic and international payments, as allowed by Yorbis’ services. These services may change from time to time. Yorbis will provide notifications if such changes occur.
(i)Spending Limits, Payments, and Returns. Spending is limited by the available funds in your Deposit Account. Your Yorbis transactions will be settled as they occur by debiting your Yorbis DepositAccount an amount equal to each transaction. Returned funds will be applied to your Yorbis Deposit Account. If you use your Yorbis account for preauthorized, recurring, or subscription payments, you should regularly monitor the available funds in your Deposit Account to ensure that funds are available to make those payments. If funds are not available at the time a preauthorized, recurring or subscription payment is attempted on your Yorbis account, the transaction will ordinarily be declined. We will generally decline transactions attempted on your Yorbis account that would overdraw your Deposit Account. If, however, we do not decline a transaction and that transaction does overdraw your account, we may limit your ability to use other features or spend additional funds from your Deposit Account until your Deposit Account has a positive balance and the transaction that has overdrawn your account has been paid.
(ii) Records, Fees, and Communication. All transaction records and periodic statements may be found in your dashboard for your Account. All fees associated with the Yorbis account may be found inthe Yorbis Account Holder Agreement.
3. Fees and Payment.
A. Payment Method. You must keep a valid payment method on file with us to pay for all fees owed. We will debit fees from your Deposit Account or another payment method that you authorize. Yorbis will charge the payment method that you authorize for all applicable fees until the Services are terminated, and any and all outstanding fees have been paid in full. If we are unable to process payment of fees using your payment method on file, we will make a second attempt to process the payment using the payment method on file within three (3) days. If the second attempt is not successful, we will notify you, and may suspend and revoke access to the Services. If the Services are suspended, your Services will be reactivated upon payment of any amounts owed. If the outstanding fees remain unpaid for sixty (60) days following the date of suspension, then Wise reserves the right to terminate your Account. Youmay change your payment method through your account settings.
B. Applicable Fees. Your use of theServices is subject to the fees on the Fee Schedule, which may be updated from time-to-time at our discretion. For fees owed under this Agreement, we will automatically charge you using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this. You will be charged via invoice each month on your billing date (“Billing Date”) for all outstanding fees that have not previously been charged or collected. All fees are exclusive of applicable taxes. You are responsible for all applicable taxesthat arise from or as a result of your use of the Services.
C. Collection and Right to Set-Off. You agree to pay all amounts owed to us on demand. Your failure to pay amounts owed to us under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include attorneys’ fees, costs of arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. We may collect amounts you owe to us under this Agreement by deducting any amounts you owe to use from your Deposit Account. You grant us a security interest in and right to set off against the Deposit Account.
5. Site Data and Privacy. You understand that by using the Services you consent to the collection, use and disclosure of Personal Information and aggregate data we collect from your use of the Services (“Site Data”) as set forth in our Privacy Policy, and to have PersonalInformation and Site Data collected, used, transferred to and processed in theUnited States. You grant us a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Site Data for the purposes identified in this Agreement. Yorbis uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Personal Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use Personal Information for improper purposes. You acknowledge that you provide Personal Information at your own risk. Your use of the Deposit Account and other financial services is subject to the privacy policies of our Banking Services Provider.
6.Third-Party Links and Information. TheServices may contain links to third-party materials that are not owned or controlled by Yorbis. Yorbis does not endorse or assume any responsibility for any such third-party services, information, materials, products, or Services.If you access a third-party website, application or service from the Services, you do so at your own risk, and you understand that this Agreement and Yorbis’ Privacy Policy do not apply to your use of such third-party services. You expressly relieve Yorbis from any and all liability arising from your use of any third-party websites, applications, services, or content. Additionally, your dealings with or participation in promotions of advertisers found on theServices, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Yorbis shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
7. Indemnification. You agree to defend, indemnify and hold harmless Yorbis and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking ServicesProvider, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from : (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy orIntellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
8.No Warranty. THE SERVICES ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YORBIS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.WITHOUT LIMITING THE FOREGOING, YORBIS ITS SUBSIDIARIES, ITS AFFILIATES, ANDITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FORANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. YORBIS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND YORBIS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability. TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YORBIS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FORANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL,USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF,OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL YORBIS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YORBIS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II)PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USEOF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;(IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V)ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL YORBIS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES,OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OROLID ANY OTHER BASIS, EVENIF YORBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW INTHE APPLICABLE JURISDICTION.
10. Term and TerminationThisAgreement is effective when you submit your application to us and continues until terminated by either you or us, or in accordance with the BankingServices Provider’s agreements, third-party payment processor agreements, or as otherwise set forth in this Agreement. You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account for any reason, by providing you notice, or we may terminate this Agreement immediately in the event you breachor violate any of the terms of this Agreement, as determined in the sole discretion of Yorbis.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A.Governing Law. You agree that: (i)the Services shall be deemed solely based in California, except as may be set forth in the Bank Provider Agreements; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in LosAngeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm.Subject to Section 11.B, you agree that the federal or state courts located in LosAngeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that theArbitration provision below is found to be unenforceable.
B.Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM YORBIS. For any dispute with Yorbis, you agree to first contact us at Yorbis, Inc, Attn: Legal, 9415 Culver Blvd, Suite #144,Culver City, CA 90232 and attempt to resolve the dispute with us informally. In the unlikely event that Yorbis has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights, breach of ConfidentialInformation, which will be resolved through litigation in accordance withSection 11.A, or for injunctive or other equitable relief as provided below)arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMSStreamlined Arbitration Rules. The arbitration will be conducted in Los AngelesCounty, California, unless you and Yorbis agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for the SouthernDistrict of California to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under this Agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Person and Yorbis, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
C.Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Yorbis are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
12. Communication. By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by Yorbis. This express consent applies to each such telephone number that you provide to us now or in the future.Calls and messages may incur access fees from your mobile services provider.You understand that you need not provide this consent as a condition of obtaining goods or services from Yorbis, and that you may decline to provide or revoke your consent at any time by emailing contactus@yorbisapp.com or by any other method that reasonably ensures we receive your revocation. By providing us with a telephone number, you agree that Yorbis may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not thecall was initiated by you, and whether or Yorbis disclosed the fact that thecall was recorded during the call.
13. General
A.Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Yorbis without restriction. Any attempted transferor assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement. You consent to us providing notices to you under thisAgreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, and via text or SMS to the phone numbers provided to us by you. If you sign up to receive certain Yorbis notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to you and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, yourAccount, and your Deposit Account and may provide you the ability to respond with information about Deposit Account transactions or your Account. You may disable notification preferences to limit the use of certain Service features or to decrease financial risks to yourself. You are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. You will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at Yorbis, Inc, 9415 Culver Blvd, Suite #144, Culver City,CA 90232 if you are having trouble receiving notices from us.
C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Yorbis in connection with the Services, shall constitute the entire agreement between you and Yorbis concerning your Account and theServices. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Yorbis’ failure to assert any right or provision under thisAgreement shall not constitute a waiver of such right or provision.
E. Legal Orders. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
F.Survival. Any and all provisions of this Agreement reasonably giving rise to continued obligations of the parties will survive termination of this Agreement.
G. Relationship. No joint venture, partnership, employment, or agency relationship exists between you and Yorbis asa result of this Agreement or your use of the Site.