Walapay User Terms
Effective Date: March 1, 2026
These Terms of Service (these “Terms”) form a legally binding agreement between Walapay Inc. (“Walapay,” “we,” “us,” or “our”), on the one hand, and the person or entity accepting these Terms (“Customer,” “you,” or “your”), on the other hand.
These Terms govern your access to and use of Walapay’s website, dashboard, APIs, payment services, account services, virtual account services, treasury services, foreign exchange services, settlement services, stablecoin services, payout services, collection services, and related products, features, software, and services that Walapay may make available from time to time (collectively, the “Services”).
By signing an order form, onboarding document, application, account opening package, or other Walapay agreement that incorporates these Terms, or by accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” and “your” will refer to that entity and its authorized users.
1. Eligibility and Authority
You may use the Services only if:
- you are at least 18 years old;
- you have full power and authority to enter into these Terms;
- you are not barred from using the Services under applicable law;
- neither you, nor any of your beneficial owners, directors, officers, employees using the Services, counterparties, or recipients are subject to sanctions or located, organized, or resident in any restricted or prohibited jurisdiction, except as expressly approved by Walapay in writing; and
- all information you provide to Walapay is true, accurate, complete, and not misleading.
If you are a business, you represent and warrant that you are duly organized, validly existing, and in good standing under the laws of your jurisdiction of formation.
2. The Services
Walapay provides regulated financial services and related technology, including services that may enable you to initiate, receive, orchestrate, route, track, settle, convert, or reconcile domestic or cross-border payments, digital asset or stablecoin transactions, wallet transfers, virtual account activity, treasury flows, collections, payouts, and related services.
Walapay is a licensed financial institution and may provide Services directly where authorized to do so. Walapay may also provide Services in conjunction with, through, or by relying on third-party banks, licensed financial institutions, money transmitters, payment processors, custodians, liquidity providers, exchanges, compliance providers, correspondent institutions, and other partners (collectively, “Service Providers”).
Certain Services may be subject to additional service-specific terms, product disclosures, onboarding materials, fee schedules, account documentation, or provider-specific terms presented to you in connection with those Services. In the event of a conflict between these Terms and any service-specific terms that expressly govern a particular Service, the service-specific terms will control solely with respect to that Service.
Walapay may add, remove, modify, suspend, or discontinue any part of the Services at any time.
3. Account Registration and Security
To use the Services, you may be required to create an account, complete onboarding, provide business, personal, banking, and compliance information, and designate authorized users.
You agree to:
- maintain accurate, current, and complete account information;
- keep credentials, API keys, tokens, passwords, and authentication methods secure;
- restrict account access to authorized personnel only;
- promptly notify Walapay of any suspected unauthorized access, security incident, fraud, misuse, or loss of credentials; and
- remain fully responsible for all acts and omissions occurring under your account, including those of your employees, contractors, agents, and authorized users.
Walapay may rely on instructions submitted through your account, dashboard, API credentials, or other agreed authentication methods as instructions authorized by you.
4. Identity Verification, Compliance, and Information Rights
You authorize Walapay and its Service Providers to collect, verify, review, screen, and retain information about you, your business, your beneficial owners, controllers, authorized users, recipients, counterparties, transactions, wallets, and bank accounts for the purpose of providing the Services, managing risk, complying with applicable law, and preventing fraud, sanctions violations, money laundering, terrorist financing, or other unlawful conduct.
You agree to promptly provide any information or documentation we request, including:
- formation and ownership documents;
- beneficial ownership information;
- identification documents;
- proof of address;
- tax forms;
- source of funds and source of wealth information;
- information about customers, recipients, or counterparties;
- invoices, contracts, or supporting documentation for transactions; and
- any other information reasonably requested by Walapay or a Service Provider.
You authorize Walapay and its Service Providers to make inquiries, directly or through third parties, that we deem necessary to validate your identity, ownership, authority, account information, transaction activity, or compliance profile, including database checks, sanctions screening, fraud screening, bank account verification, and ongoing monitoring.
Walapay may refuse, delay, condition, reverse, suspend, or cancel access to the Services or any transaction if you do not satisfy our onboarding, verification, risk, or compliance requirements.
5. Authorized Use; Customer Responsibilities
You may use the Services only for lawful purposes and only in accordance with these Terms, any documentation, and any written instructions provided by Walapay.
You are solely responsible for:
- the legality, accuracy, and completeness of your payment instructions and transaction data;
- the goods, services, invoices, contracts, and underlying commercial activity connected to your use of the Services;
- obtaining all consents and permissions required to share personal data and transaction information with Walapay and Service Providers;
- ensuring that recipients, payees, wallet addresses, bank account details, and counterparties are accurate and authorized;
- maintaining appropriate internal controls, approval flows, segregation of duties, fraud controls, and security procedures;
- reconciling your transactions and promptly reviewing transaction confirmations, statements, and notices; and
- complying with all applicable laws, rules, and regulations in connection with your use of the Services.
Walapay is not responsible for losses caused by inaccurate, incomplete, outdated, or misdirected payment instructions supplied by you.
6. Prohibited Activities
You may not, and may not permit any third party to, directly or indirectly:
- use the Services in violation of any law, regulation, sanctions program, court order, or regulatory requirement;
- use the Services for unlawful, fraudulent, deceptive, abusive, or misleading activity;
- use the Services for money laundering, terrorist financing, sanctions evasion, proliferation financing, tax evasion, bribery, corruption, or other financial crime;
- submit false, inaccurate, or misleading information to Walapay or any Service Provider;
- use the Services in connection with prohibited businesses, prohibited products, restricted geographies, or prohibited counterparties as determined by Walapay or its Service Providers from time to time;
- use the Services to send or receive payments involving sanctioned persons, blocked persons, or prohibited jurisdictions;
- attempt to bypass transaction limits, screening controls, onboarding requirements, wallet controls, or geographic restrictions;
- introduce malware, interfere with the operation or security of the Services, probe vulnerabilities, scrape data, or gain unauthorized access;
- reverse engineer, decompile, or create derivative works from the Services except to the extent such restriction is prohibited by law;
- use robots, spiders, scrapers, or automated methods except through approved APIs and documentation;
- resell, sublicense, white-label, or otherwise make the Services available to third parties except as expressly authorized in writing by Walapay;
- use the Services in a manner that infringes the rights of Walapay or any third party; or
- use the Services in any way that could expose Walapay or a Service Provider to legal, regulatory, reputational, or financial risk.
Walapay may maintain and update lists of prohibited or restricted activities, jurisdictions, assets, chains, token types, business models, or use cases at any time.
7. Payment Instructions and Authorization
When you submit a payment, conversion, settlement, stablecoin transfer, wallet instruction, funding request, or other transaction through the Services, you authorize Walapay and its Service Providers to act on that instruction.
You represent and warrant that:
- each instruction is accurate and complete;
- you have all rights, consents, and authority required to initiate the instruction;
- you are the lawful owner of, or have authority over, any account, wallet, or payment method used;
- the transaction complies with applicable law and these Terms; and
- the transaction does not violate the rights of any third party.
Walapay may accept or reject any transaction request in its sole discretion. A submitted instruction is not final until accepted by Walapay or the relevant Service Provider. Once accepted, transmitted, funded, or executed, a transaction may be irrevocable and may not be cancelled, reversed, or recalled except as expressly determined by Walapay or the applicable Service Provider.
Walapay may rely on information you provide regarding the recipient, payee, or destination wallet. You bear the risk of errors in recipient names, account numbers, routing data, wallet addresses, memo fields, or other identifiers.
8. Funding, Fees, and Failed Payments
You agree to pay all amounts due in connection with the Services, including transaction amounts, service fees, spread, FX margin, network fees, gas fees, banking fees, lifting fees, return fees, chargeback fees, investigation fees, and any other fees disclosed to you in an order form, fee schedule, dashboard, quote, statement, or other Walapay communication.
You authorize Walapay and its Service Providers to debit, charge, set off, net, reserve, or otherwise recover amounts owed to Walapay from any balance, account, wallet, or payment method linked to your use of the Services, to the extent permitted by law and your applicable service configuration.
If a funding attempt fails, is reversed, is charged back, is returned, or results in bank fees, network charges, or other losses or expenses, you remain responsible for the full amount owed and reimburse Walapay upon demand.
Unless otherwise expressly agreed in writing, all fees are non-refundable.
9. Transaction Timing, Delays, and Availability
Walapay will use commercially reasonable efforts to facilitate transactions and provide the Services, but Walapay does not guarantee:
- that any transaction will be completed;
- that any transaction will be completed within a particular time;
- the availability of any payment rail, bank, chain, asset, wallet, country corridor, or Service Provider; or
- uninterrupted or error-free operation of the Services.
Transaction completion times may be affected by banking hours, cut-off times, screening reviews, blockchain congestion, liquidity availability, holidays, correspondent processing, local payout conditions, technical outages, and other factors outside Walapay’s reasonable control.
Walapay may place holds, delay processing, or decline transactions for risk, compliance, operational, legal, or provider-related reasons.
10. Stablecoin, Digital Asset, and Blockchain Risks
To the extent the Services involve stablecoins, digital assets, wallets, smart contracts, or blockchain infrastructure, you acknowledge and accept the inherent risks of those technologies, including:
- market volatility and de-pegging risk;
- blockchain forks, validator issues, network congestion, chain reorganizations, and protocol failures;
- custody, key management, wallet, and address risks;
- smart contract bugs, exploits, and vulnerabilities;
- changing transaction fees, gas fees, and network conditions;
- regulatory uncertainty and changing legal treatment; and
- risks arising from third-party custodians, exchanges, issuers, liquidity venues, and infrastructure providers.
You are solely responsible for evaluating whether these risks are appropriate for your use case. Walapay does not guarantee the performance, solvency, or availability of any digital asset, issuer, chain, wallet, or third-party provider.
11. Service Providers
The Services may rely on banks, licensed financial institutions, money transmitters, payment processors, correspondent banks, custodians, stablecoin issuers, exchanges, compliance providers, software vendors, and other Service Providers.
You authorize Walapay to share your information and transaction data with Service Providers as reasonably necessary to provide the Services, conduct compliance checks, manage risk, support operations, investigate disputes, or comply with law.
Walapay is not responsible for the acts, omissions, insolvency, downtime, refusal to serve, or errors of any Service Provider, except to the extent caused by Walapay’s own gross negligence, willful misconduct, or other non-waivable liability under applicable law.
12. Privacy and Data Use
You acknowledge that Walapay may collect, use, share, transfer, and retain information as necessary to provide the Services, communicate with you, verify identity, support operations, manage fraud and compliance risk, improve the Services, enforce its agreements, and comply with law.
You represent and warrant that you have provided all notices and obtained all rights and consents necessary for Walapay and its Service Providers to process personal data that you provide in connection with the Services.
13. Communications and Electronic Consent
You consent to receive communications from Walapay electronically, including by email, dashboard notification, API response, text message, or other electronic means. These communications may include account notices, transaction notices, operational updates, disclosures, legal notices, compliance requests, authentication codes, security alerts, and other service-related communications.
You agree that electronic communications satisfy any legal requirement that such communications be in writing.
You are responsible for keeping your contact information current and for monitoring your inboxes, dashboards, and configured notification endpoints.
14. Intellectual Property
As between you and Walapay, Walapay and its licensors own all right, title, and interest in and to the Services, including all software, APIs, documentation, text, graphics, designs, interfaces, trademarks, logos, trade names, and other content, and all related intellectual property rights.
Subject to these Terms, Walapay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business purposes in accordance with these Terms.
You may not use Walapay’s names, logos, trademarks, or branding without prior written consent.
15. Suspension and Termination
Walapay may suspend, restrict, or terminate your access to all or part of the Services at any time, with or without notice, if:
- you violate these Terms;
- Walapay believes suspension is necessary for legal, regulatory, compliance, fraud prevention, security, or risk-management reasons;
- Walapay is required to do so by law, legal process, or a government authority; or
- Walapay discontinues the relevant Service.
You may stop using the Services at any time.
Termination or suspension does not affect any rights or obligations that arose before the effective date of termination or suspension.
16. Refunds, Errors, and Disputes
If you believe there has been an error, unauthorized activity, failed transaction, duplicate charge, or other problem, you must notify Walapay, or the Service Provider through which you are using Walapay’s Services, promptly and provide all information reasonably requested to investigate the matter.
Walapay may, but is not obligated to, assist in investigating transaction issues, recalls, traces, returns, or disputes with Service Providers. Any refund, reversal, or recovery remains subject to network rules, banking rules, blockchain conditions, counterparties, Service Provider cooperation, and applicable law.
Except where required by law or expressly agreed in writing, Walapay does not guarantee that any transaction can be reversed, recovered, or refunded after submission or execution.
17. Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WALAPAY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
WALAPAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY TRANSACTION WILL BE COMPLETED, HONORED, OR PROCESSED WITHIN ANY PARTICULAR TIMEFRAME.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- WALAPAY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OPPORTUNITY, OR DIGITAL ASSETS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
- THE AGGREGATE LIABILITY OF WALAPAY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO WALAPAY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
19. Indemnification
You agree to indemnify and hold harmless Walapay, its affiliates, and their respective officers, directors, employees, and agents from and against claims, losses, damages, liabilities, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
- your violation of these Terms;
- your unlawful, fraudulent, or wrongful use of the Services; or
- your violation of the rights of any third party.
This section will apply only to the extent permitted by applicable law.
20. Force Majeure
Walapay will not be liable for any delay, failure, interruption, corruption, or loss resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, sanctions, power failures, internet or telecommunications failures, banking partner outages, chain outages, blockchain congestion, market disruptions, software failures of third parties, cyberattacks, or government action.
21. Governing Law; Arbitration; Class Action Waiver
These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Walapay that cannot be resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.
The seat of arbitration will be New York, New York. The arbitration will be conducted in English by one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened misuse of the Services, infringement of intellectual property, breach of confidentiality, fraud, or other conduct causing irreparable harm.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. CLAIMS MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES EXCEPT WITH THE CONSENT OF ALL PARTIES.
22. Time Limit to Bring Claims
To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arose, or such claim will be permanently barred.
23. Changes to the Terms
Walapay may modify these Terms from time to time. If Walapay makes material changes, Walapay may provide notice by posting the updated Terms on its website, through the dashboard, by email, or through another reasonable method. Unless otherwise stated, changes become effective when posted.
Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.
24. General
These Terms constitute the entire agreement between you and Walapay regarding the Services and supersede any prior understandings relating to the same subject matter.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Walapay’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision.
You may not assign or transfer these Terms without Walapay’s prior written consent. Walapay may assign these Terms without restriction.
Any provisions that by their nature should survive termination will survive, including provisions relating to fees, payment obligations, intellectual property, disclaimers, limitation of liability, dispute resolution, and any other terms intended to survive.
25. Contact Information
Questions, notices, legal requests, and dispute notices relating to these Terms or the Services should be sent to:
Walapay Inc.
80 Birmingham Street, Unit C6, Etobicoke, Ontario, M8V3W6, Canada
legal@walapay.io
+19145397185