Metallicus, Inc. Terms of Service
Metallicus, Inc. (“Metallicus”) and its affiliates (collectively, “Metal,” “us,” “we,” or “our”) is offering you (“you” or “your”) access to various services through our websites and mobile applications related to payments and cryptocurrency offered by us. Note: You must be in the United States and have a U.S. bank account to use the Services.
We may modify these Terms from time to time. If we modify these Terms, we will post our modified Terms on our website or provide notice by email or otherwise through the Services. If our changes reduce your rights or increase your responsibilities we will provide notice to you of at least 21 days before the changes become effective. [Metal: note that the Synapse terms require that any notice of a change of terms must be mailed or delivered to the user at least 21 days before the effective date] By continuing to use the Services, you agree that you accept all of the modifications to these Terms. If you do not agree to the new Terms, you must stop using the Services and immediately close your account.
Eligibility. By accepting these Terms, you affirm that you are (a) at least 18 years old, or the age of majority in your jurisdiction (if higher), and (b) have full power and authority to enter into this Terms on your behalf, and doing so will not violate any other agreement to which you are a party, and use a cellular/wireless number that you own..
Prohibited Territories. Some of our Services are only available in certain parts of the United States. You cannot use those Services in any Prohibited Territory. By accessing or using a particular Service, you affirm that (a) you are a resident in one of the Allowed Territories, and (b) you will only use the Service when you are located in an Allowed Territory. We will update these Terms and/or our websites as geographic updates become available.
Defined Terms. The following capitalized terms used in these Terms have the following meanings. Any other capitalized terms used in these Terms will have the meanings we otherwise provide in these Terms.
“Account” means any one of your Metal Pay Services Account or Metal Vault Account, and collectively, “Accounts”.
“Account Statement” means a statement showing your Account activity.
“Allowed Territories” means the following 34 states: Alaska, Arizona, Arkansas, California, Colorado, Delaware, Florida, Indiana, Iowa, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, North Dakota, Ohio, Oklahoma, Rhode Island, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia, Wisconsin, Wyoming. Metal may add additional states or territories to this definition at any time without updating these Terms. [Metal: please confirm that this definition is accurate]
“Apps” means any software application we provide for you to use our Services on a mobile device.
“Electronic Fund Transfer” means any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website, or mobile application.
“Identity Verification” means verifying your Account or your identity by providing at least 2 of the following: verifying your bank account, providing your social security number, and providing a government ID. [Metal: Are these the only pieces of information that will be used to verify an Account or a user?]
“Metal Pay Service” means the Metal Pay™ website and App that allows you to send and receive money from friends and family, earn Pop rewards, and microinvest in cryptocurrencies.
“Metal Vault Service” means our Metal Vault digital wallet services for our MTL cryptocurrency and for cryptocurrency offered by third parties.
“MTL” means our Metal cryptocurrency tokens.
“Pop” means the MTL reward that you may receive when your transaction is processed inside of the Metal Pay Services.
“Preauthorized Electronic Fund Transfer” means an Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your Account. [Metal: Do you intend to allow preauthorized EFTs? This is the only place in the TOS where this term appears. Note that Reg E has specific disclosure requirements governing preauthorized EFTs.]
“Prohibited Territory” means any state, territory, or country that is not one of the Allowed Territories.
“OFAC Prohibited Territory” means all countries and jurisdictions on the OFAC Sanctions List, available at https://sanctionssearch.ofac.treas.gov/
“Services” means the Metal Pay Service and the Metal Vault Service and any other products and services we provide to you.
Metal Pay Services
The following terms and conditions are specific to the Metal Pay Services:
Geographic Restrictions. The Metal Pay Services are not intended for use in the Prohibited Territories. This means that to use the Metal Pay Services, you must reside in one of the Allowed Territories and use the Metal Pay Services only while located in one of the Allowed Territories.
Personal Use Only. The Metal Pay Services are only intended for use with friends and family. You are not allowed to create an Account if you are a business and you cannot use your Account for business transactions. Your personal accounts may not be used to conduct business, commercial or merchant transactions with other personal accounts held by users that you do not personally know for goods or services (ie. Concert tickets, clothing, electronics, or other merchandise.)
Pop. Each time you send or receive money in a cash transaction using the Metal Pay Services, and that transaction is completed, you may be eligible to receive a reward of up to 5% of the transaction value. We call this “Pop”, and it’s paid to you in our cryptocurrency MTL. For example, if you send your friend $100 you may each be eligible to get up to $5 worth of MTL. Pop is the reward mechanism of our distribution model Proof-Of-Processed-Payments. A transaction amount must equal or exceed $1 to be eligible for Pop. We can’t guarantee Pop rewards for all transactions due to operational limitations and risk of fraud. Any fraudulent, abusive, or suspicious transactions will not be eligible for Pop reward. We may suspend your ability to receive Pop indefinitely and/or suspend or terminate your Account or your access to the Services indefinitely, for any fraudulent, abusive, or suspicious transaction. For more information regarding Pop, visit our support page.
One Account Per Person. By registering for a Metal Pay Service Account, you are able to use the Metal Pay Service. Each person is allowed only one Metal Pay Account. [Metal: should this restriction apply to the Metal Vault account as well?]
Transaction Credit. For each transaction you make with your credit card or debit card that is linked to the Metal Pay Service, we will calculate an amount that is the difference between the amount of the purchase and the next whole dollar (referred to as the “Transaction Credit”). For example, for a $2.75 transaction, we round up to $3.00, and there is a 25 cents Transaction Credit. Once the total Transaction Credit accumulated for you reaches at least $5, we process a $5 charge against your Linked Account and exchange the $5 for cryptocurrency per your pre-set instructions.
Cryptocurrency Risks. You are able to change your risk preference at any time, although it may take us up to 3 business days to adjust accordingly the purchase of cryptocurrencies. Cryptocurrencies are not FDIC-insured and purchasing them involves risk because they may lose value. Please consider your objectives before registering for the Metal Pay Service. We do not guarantee any outcome and any projections are hypothetical in nature. Past performance is not a guarantee of future results. You are solely responsible for evaluating the risk associated with use of the Metal Pay Service. For specific information regarding the sale and purchase of cryptocurrencies please see our Disclosures Regarding Cryptocurrency policy. [Metal: please insert a hyperlink to the policy]
Metal Pay Link or Unlink a Payment Method
You can link or unlink a U.S. bank account, credit card account, or debit card account (“Linked Account”) to your Metal Pay Account as a payment method. You agree to keep your Linked Account information current. If this information changes, we may update it as directed by your bank or credit card provider without any action on your part. If you do not want us to update your card information, you may contact your issuer to request this or remove your payment method from your Account.
Custody, Control and Access to Financial Information
We do not have or retain direct custody or control over funds or virtual currency in your Metal Pay Account, nor do we directly exchange or transmit funds or virtual currency to or from your Metal Pay Account. Banking services, including holding, exchanging, and transferring funds or to and from your Metal Pay Account are provided by Evolve Bank & Trust (“Bank”) through our agreement with Synapse Financial Technologies, Inc. (“Synapse FI”). Synapse FI acts as an agent for Bank. Bank has established a custodial account for the benefit of our customers for which Synapse FI maintains a sub-account ledger (“Custodial Account”). Bank will also establish a demand deposit account in the name of certain of our Metal Pay Service users (“DDA”). [Metal: who are the certain Metal Pay Service users?] Whether your funds are placed in the Custodial Account or a DDA depends on your state of residence and applicable laws in that state. We create sub-accounts for you with our payment vendor Synapse FI in order to process USD deposits and withdrawals. All services provided by Bank and Synapse FI are subject to the applicable account agreement, the Synapse Terms of Service, privacy policies, and other applicable agreements and disclosures, all available at https://synapsefi.com/legal. By using the Metal Pay Service, you agree to such agreements, policies, disclosures, and terms of service. Funds in the Custodial Account and DDA are FDIC insured for at least a balance of $250,000 in the case of Bank’s failure. [Metal: is the intent that each customer’s balances are insured up to $250,000? If so, that should be stated; if not, that should be stated as well. There are certain legal requirements that apply if the idea is to provide each customer with $250,000 of deposit insurance.] To report complaints regarding Bank or with the services provided by Synapse FI, email [email protected]. All virtual currency in your Metal Pay Account is held and exchanged, and transferred to and from your Metal Pay Account, by our virtual currency exchange partner. [Metal: Does your virtual currency exchange partner have terms that we need to reference here?]
We do not directly hold, exchange, or transmit virtual currency. All virtual currency in your Metal Pay Account is held and exchanged, and transferred to and from your Metal Pay Account, by our virtual currency exchange partner.
Adding Money to Your Metal Pay Account
You may transfer money to your Metal Pay Account by requesting an Electronic Funds Transfer from your Linked Account.
Withdrawing Money from Your Metal Pay Account
If you have a money balance in your Metal Pay Account, you may withdraw it by transferring it to a bank account linked to your Account or transferring it to an eligible debit card linked to your Account, subject to the fees applicable to such transfers that can be found on our fees page. We don’t charge a fee to make a transfer to your bank account. [Metal: should we add credit card account and debit card account here as well? If the answer is yes, do you charge fees for such transfer and will you have a fees page detailing the types of fees you charge for such transfers? If so, please hyperlink to such page here.]
We may delay a withdrawal in certain situations, including if we need to confirm that the withdrawal has been authorized by you or if other payments to your Account have been reversed. There may be limits on the amount you can withdraw or the number of withdrawals you can make. These limits may change from time to time, in our sole discretion. Requirements to lift the limits may vary based on your usage of your Metal Pay Account. Additionally, if we place a limitation on your Account while a withdrawal from your Account is pending, you will have to re-initiate the withdrawal once the limitation has been lifted. You can view your withdrawal limit, if any, by logging into your Account.
Sending Money or Cryptocurrency
You can send money or cryptocurrency to a friend or family member using the send money feature in your Metal Pay Account (sometimes called “personal payments” or “peer-to-peer/P2P payments”). You should not use your Metal Pay Account for business purposes, or to pay persons who are unknown to you. [Metal: Does this mean that a consumer cannot use Metal Pay to pay bills?] You can send money or cryptocurrency to a friend or family member even if they do not have an account with us at the time you send them money or cryptocurrency, and you can choose which payment method you want to use. If the person to whom you are sending money or cryptocurrency does not have an account with us, they can claim it by creating an account, or it will be refunded to you. Receiving money or cryptocurrency from a friend or family member is described under Section 2.6 - Receiving Money or Cryptocurrency.
We may, at our discretion, impose limits on the amount of money or cryptocurrency you can send. You can view your sending limit, if any, by logging into your Metal Pay Service Account.
When you send money or cryptocurrency to a friend or family member, one of three things may happen: they may accept, decline or fail to claim the money. If they either decline to accept the money or don’t claim it within 21 days of the date it is sent, the money or cryptocurrency (including any fees you were charged for sending the money or cryptocurrency) will be refunded to your Metal Pay Service Account.
The fees applicable to sending money or cryptocurrency will be disclosed to you in advance each time you initiate a transaction to send money or cryptocurrency to a friend or family member. If you convert money or cryptocurrency in your Account from one currency to another before sending money or cryptocurrency, you will also pay a currency conversion spread for that conversion.
You agree that Metal is not liable or responsible for damages of any kind resulting from an intended recipient’s decision not to accept a payment made or attempted to be made from a Metal Pay Service Account.
Receiving Money or Cryptocurrency
If a friend or family member sends money or cryptocurrency to you, the money or cryptocurrency will appear in your Metal Pay Service Account. If someone you do not recognize sends you money or cryptocurrency, please contact us at [email protected]. Except as may be otherwise provided by law, there is no pre-set limit on the amount you can receive in your Metal Pay Account.
Electronic Fund Transfer Disclosure Statement
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make Electronic Fund Transfers. Any such limits are disclosed in the appropriate agreements governing your Account. [Metal: the Synapse terms require you to state limitations on frequency or dollar amounts related to transfers] You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. [Metal: we asked our regulatory colleagues and Metal does need to comply with Regulation E.]
Unauthorized Transfers. Tell us at once if you believe your Account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately at [email protected] to keep your possible losses to a minimum. You could lose all the money in your Account(s). If you tell us within 2 Business Days after learning of the loss or theft of your Account access device, or after learning of any other unauthorized transfers from your Account involving your Account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within 2 Business Days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic Account Statement shows unauthorized transfers and you DO NOT tell us within 60 days after the statement was delivered to you, you may not get back any money you lose after the 60 day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section 2.7.1 may be extended for a reasonable period.
Fees for Services
The Metal Pay Services may be offered without charge, or may be offered on a fee for services basis, including ACH transaction fees on deposits and withdrawals of funds. We will provide reasonable notice of any fees and will give you the opportunity to terminate your registration before such fees or changes to fees become effective. Your continued use of the Metal Pay Services after any fee change(s) comes into effect constitutes your agreement to pay the fees. Except as required by law, fees are non-refundable.
Transaction Credits are non-transferrable and have no cash or other value outside of the Metal Pay Services and are not redeemable for cash.
Disclosure of Personally Identifiable Information
Metal Vault Services
The following terms and conditions are specific to the Metal Vault Services:
No Geographic Restrictions. The Metal Vault Services are available worldwide, except in OFAC Prohibited Territories. [Metal: Is this correct?]
Personal Use Only. The Metal Vault Services are only intended for personal use. You are not allowed to create an Account if you are a business and you cannot use your Account for business transactions. [Metal: Is this correct?]
Updating Your Email Account. You cannot change the email address associated with your Metal Vault Service Account. If you must use a different email address, you should open a new Metal Vault Service Account, manually transfer cryptocurrencies to new wallet addresses, and close out your original Metal Vault Service Account. [Metal: is this applicable to Metal Pay as well?]
You can use a Metal Vault Service Account to store cryptocurrency keys. The value held in Metal Vault Service Accounts is stored on a shared, public ledger. The Metal Vault Service Accounts hold only the addresses or identifiers (often referred to as the “Public Keys”) with which virtual currency held by you are associated. You cannot use the Metal Vault Service Accounts to hold your signature or password that you use to authenticate virtual currency transactions (referred to as the “Private Keys”). Metal does not have access to your Private Keys and does not exercise control over virtual currency through its Metal Vault Services. Rather, Metal Vault Service Accounts function more like an interface between the user and a blockchain, providing an additional level of security.
Depositing and Withdrawing Cryptocurrency
You can add coin wallets to your Metal Vault Service Account, and each coin wallet will have its own sending and receiving address. The Metal Vault Services currently support coin wallets for MTL, Ethereum, Bitcoin and Binance, although this list may change from time to time, adding or subtracting from the list, at Metal’s sole discretion.
You can send virtual currency keys from a third-party wallet to a wallet established within your Metal Vault Service Account and can also deposit keys for MTL obtained from Metal.
To withdraw virtual currency from your Metal Vault Service Account, log into your Account and complete the online form.
Metal Vault Keycards
When you sign up for a Metal Vault Service Account, you will be instructed to download a keycard. The keycard is your key to your Metal Vault Service Account. Metal does not retain a copy of the keycard. It is very important that you do not lose your keycard. Passwords can only be recovered with your keycard. We cannot recover your MTL or most other cryptocurrency tokens if you lose complete access to your Account. It may be possible, but we cannot guarantee, that we will be able to recover your Bitcoin balance.
Metal is not responsible for any damages of any kind resulting from a lost keycard, or from third party use of your keycard.
You are responsible for maintaining adequate security and control of your password and keycard, and you are solely responsible for the activities of anyone accessing any Metal Vault Services using your password or keycard, even if you did not authorize the activities. You must notify us at [email protected] immediately of any unauthorized use or suspected unauthorized use of your password or keycard. In addition, if you know or suspect your password or keycard has been compromised, you must promptly change your password. Even if you give us notice, you could be held liable for losses incurred by us or another party due to someone else using your Metal Vault Service Account or password or keycard. You may not use the password or keycard of any other person to access any Metal Vault Services without that person’s express permission.
Creating an Account. Use of any of our Services requires you to create an Account. Your Account information must be true, complete and accurate, as prompted by the registration form. In addition, you will update your Account as necessary to keep it current, true, complete and accurate.
Account Security. You are responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes that you use to access your Accounts, and you are solely responsible for the activities of anyone accessing any of your Accounts using your password, even if you did not authorize the activities. In addition, if you know or suspect your password has been compromised, you must promptly change your password. You may not use the password or ID of any other person to access any Service without that person’s express permission.
Required Notification for Unauthorized Use. If you know or suspect there has been an unauthorized use of or compromise of any of your Accounts or password, you must notify us immediately. Even if you give us notice, you could be held liable for losses incurred by us or somebody else due to another person using your Account or password.
Metal Pay Services and Metal Vault Services users can contact us at [email protected] Pay.com.
Incomplete or Incorrect Account Information. We may terminate your Account immediately if you provide or we suspect you provided false information or you refuse to provide information about your true identity.
Number of Accounts. You are only allowed to have one Account for each Service. [Metal: Is this correct?]
Closing Your Account
How You Can Close Your Account. You may close any of your Accounts by discontinuing use of the applicable Service and closing your Account through the applicable App. [Metal: Can a user close all Accounts by this method? Are there any instances where a User needs to contact Metal to close an Account?]
How We Can Close Your Account. We may close any of your Accounts or indefinitely ban you from accessing the Services at any time, with or without notice for any reason. You agree that all determinations of termination for cause will be made in our sole discretion and that we will not be liable to you or any third-party for suspension or deletion of any Account or your inability to access the Services. Termination of your Account for cause may include the following:
Breaches or violations of these Terms or any of our policies, including engaging in any Restricted Activities;
Requests by law enforcement or other government agencies;
Unexpected technical or security issues or problems;
Extended periods (more than 6 months) of inactivity; or
Metal Pay: When you close your Account, we will cancel any scheduled or incomplete transactions. You must withdraw any balance from your Account prior to closing it. You will remain liable for all obligations related to your Account even after the Account is closed.
When You Are Not Allowed to Close Your Account. In certain cases, you may not close your Account, including:
To evade an investigation;
If you have a pending transaction or an open dispute or claim; or
If your Account is subject to a hold, limitation or reserve.
What Happens When Your Account Is Closed.
If we close your Account or terminate your use of any of the Services for any reason, we’ll provide you with reasonable notice of our actions and subject to our rights under these Terms, make any unrestricted funds held in your Account available for withdrawal or return those funds to your Linked Account. In some cases, we may be required by law, court order, subpoena or other legal process or action to hold the funds or disperse them in another manner.
Metal Pay. If your Metal Pay Account is terminated for any reason, any Transaction Credit accumulated for you will be cancelled. [Metal: is this up to a certain time period?]
Metal Vault. If you wish to close your Metal Vault Account, you may transfer your cryptocurrency keys to a third-party wallet, discontinue using the Metal Vault Service, and email [email protected] to terminate your Metal Vault Account. Due to the nature of cryptocurrency, the crypto addresses will remain active even after termination of the Account.
Dormant Accounts. If you do not log in to your Accounts with us for five or more years, Metal may close your Account and send the balance to your primary address or, if required by applicable law, escheat (send) your balance to the state unclaimed property administrator of your state of residency. Metal will determine your state of residency based on the state listed in the primary address for your Account. If your address is unknown or registered in a foreign country, your balance will be escheated to the State of Delaware. [Metal: It’s not clear if Delaware has the authority to accept such property unless the last known address was a Delaware address. Please let us know if you would like us to look into this issue] Where required, Metal will send you a notice prior to escheating any funds in your Account. If you fail to respond to this notice, your balance will be escheated to the applicable state. If you would like to claim any escheated balance from the applicable state, please contact the applicable state’s unclaimed property administrator.
Account Statements and Account Records
You have the right to receive an Account Statement. You may view your Account Statement by logging into your applicable Account.
We will not charge you for records requested in connection with the following:
You make a good-faith assertion of an error in your Account;
You request receipt of periodic Account Statements that we are required to provide to you;
You request additional information or clarification concerning a transfer to or from your Account, including a request you make to determine whether an error has occurred; or
You inquire about the status of a pending transfer to or from your Account.
Taxes and Information Reporting
We do not charge or collect for any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). It is your responsibility to determine what, if any, Taxes apply to the payments you make or receive, to your cryptocurrency trading or to your cryptocurrency transactions. It is solely your responsibility to assess, collect, report and remit the correct Taxes to the appropriate authority. Metal is not responsible for determining whether any Taxes apply to your transaction, or for calculating, collecting, reporting or remitting any Taxes on your behalf or for any transaction.
You agree that you indemnify us and all of our affiliates, and hold us and all of our affiliates harmless, in respect to any and all actions, suits, proceedings, claims, demands, judgements, costs and expenses (including without limitation attorney’s fees), losses and damages, in each case regarding Taxes (including any interest and penalties), resulting directly or indirectly from your use of any transaction effected through the Services. Moreover, you agree that we may withhold from any and all amounts otherwise payable to you by us such federal, state, local and non-U.S. Taxes as may be required to be withheld pursuant to the applicable laws or regulations of any relevant jurisdiction. You agree that you will promptly provide to us upon request any and all information regarding Taxes, including without limitation, an applicable IRS Form W-8 or W-9, necessary for us to determine our tax reporting and withholding obligations as determined solely by us. You agree and acknowledge that any such information provided by you to us may be disclosed to a tax authority or other regulatory authority, governmental authority, or judicial body, that has a reasonable claim of jurisdiction. In the event that we fail to withhold any Taxes required to be so withheld by applicable law or regulation, you agree to indemnify us and all of our affiliates for any amount paid on your behalf with respect to such Taxes (including, with limitation, any amounts related to interest, penalties, and other expenses such as attorney’s fees).
Metal reviews certain potentially high-risk, suspicious, or potentially fraudulent transactions. If Metal determines, in its sole discretion, that a transaction is high-risk, suspicious, or potentially fraudulent, we may place a hold on the payment and provide notice to you. Metal will conduct a review and either clear or cancel the payment. If the payment is cleared, Metal will provide notice to you through the applicable App. Otherwise, Metal will cancel the payment and the funds will be returned, unless we are legally required to take other action.
Reviews may result in:
Delayed, blocked or cancelled transfers;
Funds (including Pop rewards) being held by Metal;
Account suspension or termination;
Disabling your ability to earn Pop rewards;
Funds (including Pop rewards) being seized to comply with a court order, warrant or other legal process;
Pop rewards you previously earned being reversed to us;
Funds you previously received being reversed (i.e., sent back to the sender’s Metal Pay Service Account or to the bank account that was used to fund the payment); and/or
Our making reports to federal, state or local governmental or law enforcement agencies of information discovered during our reviews.
We may take one or more of these actions if you knowingly or unknowingly received a payment that was made from a compromised bank account, or compromised Account, whether your Account or another user’s Account, or for any other reasons authorized by law.
In connection with our review process, we may ask for Identity Verification. We may limit your Account and your access to funds in it until Identity Verification is completed.
Third-Party Payment Terms
By using any of the Services and agreeing to these Terms, you also agree to be bound by any third-party payment terms, and you consent and authorize us and any third-party payment provider to share any information and payment instructions you provide with third-party service provider(s) to the minimum extent required to complete your transactions. You are responsible for all transactions (one-time, recurring, and refunds) processed through any third-party payment provider. Metal is not liable for loss or damage from errant or invalid transactions processed by any third-party payment provider. This includes transactions that were not processed due to a network communication error, or any other reason. If you enter into a transaction, it is your responsibility to verify that the transaction was successfully processed. You understand and agree to not hold Metal liable for any adverse effects that any actions (whether intentional or unintentional) on the part of any third-party payment provider may cause to you, your Account, or your business.
Restricted Activities and Consequences
In connection with your use of our Services, or in the course of your interactions with us, other customers of ours, or third parties, you will not engage in any of the following “Restricted Activities”.
Breach these Terms, including our Acceptable Use Policy [Metal: please insert a hyperlink to your AUP here] any other agreement between you and Metal, or violate any Metal policy.
Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising).
Infringe Metal’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
Act in a manner that is defamatory, trade libelous, threatening or harassing.
Provide false, inaccurate or misleading information.
Send or receive what we reasonably believe to be potentially fraudulent funds.
Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.
Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both Metal and the bank for the same transaction.
Control an Account that is linked to another Account that has engaged in any of these Restricted Activities.
Use the Service in a manner that results in or may result in:
fees, fines, penalties or other liability or losses to us, our other customers, third parties or you.
Use any Account or the Services in a manner that Metal, NACHA, the debit and credit card networks or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules.
Allow your Account to have a negative balance.
Access the Service from any Prohibited Territories.
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, trojan horses, malware, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Services.
Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers.
Circumvent any Metal policy or determinations about your Account such as temporary or indefinite suspensions or other Account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create a new or additional Account when an Account has a negative balance or has been restricted, suspended or otherwise limited; creating new or additional Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Account with us.
Harass and/or threaten our employees, agents, or other users.
Create multiple Accounts.
Send money without sufficient funding in an Account.
Actions We May Take if You Engage in Any Restricted Activities
If we believe that you have engaged in any of the Restricted Activities, we may take a number of actions to protect Metal, its users and others at any time in our sole discretion. The actions we may take, and your liability may include, but are not limited to, the following:
Terminate these Terms and/or close or suspend any Account with us, immediately and without any penalty to us, and we may refuse to provide the Service to you in the future;
Limit your access to our websites, your Account or the Service, including limiting your ability to pay or send money with any of the payment methods linked to your Account or restricting your ability to send money or make withdrawals;
Take back Pop rewards;
Hold your balance for up to 180 days if reasonably needed to protect against the risk of liability or if you have engaged in Restricted Activities or violated our Acceptable Use Policy; [Metal: please insert a hyperlink to your AUP here]
Update inaccurate information you provided us;
Take legal action against you pursuant to these Terms;
If you have engaged in Restricted Activities or violated our Acceptable Use Policy [Metal: please insert a hyperlink to your AUP here], then you’re also responsible for damages to Metal or any third party caused by your actions; and
Report the Restricted Activities to federal, state or local governmental or law enforcement agencies.
We may invalidate or reverse payments if, among other reasons, we sent the payment to you in error, the funding transaction is declined or reversed, the payment was unauthorized or unfunded, or if the payment was for activities that violated these Terms or any other agreement with us. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liabilities incurred by Metal, any Metal user, or a third party caused by or arising out of your breach of these Terms, and/or your use of the Service. You agree to reimburse Metal, any Metal user, or a third party for any and all such liabilities.
Holds and Limitations
Holds Based on Metal’s Risk Decisions
We may place a hold on payments sent to your Account with or without notice to you, if, in our sole discretion, we believe that (a) there may be a high level of risk associated with you, your Account, or your transactions; (b) that placing such a hold is necessary to comply with state or federal regulatory requirements; or (c) for purposes of us conducting or assisting in an investigation. We make decisions about whether to place a payment hold based on a number of factors, including information available to us from both internal sources and third parties. When we place a hold on a payment, the funds will appear in your Account with an indication that they are unavailable or pending.
Risk-based holds generally remain in place for up to 48 hours from the date the payment was received into your Account. Depending on the facts and circumstances, we may release the hold earlier or later under certain circumstances, in each case at our sole discretion.
Limitations prevent you from completing certain actions with your Account, such as withdrawing, sending or receiving money. These limitations are implemented to help protect Metal, buyers, and sellers when we notice Restricted Activities or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your Account with us open.
There are a number of reasons why your Account could be limited, including:
We suspect someone could be using your Account without your knowledge, we’ll limit it for your protection and look into the fraudulent activity;
In order to comply with regulatory requirements, for example those designed to prevent money laundering and other financial crimes;
Due to Metal policies we have in place to ensure we’re in compliance with applicable law;
If we reasonably believe you have engaged in Restricted Activities or violated our Acceptable Use Policy [Metal: Insert hyperlink to the policy here].
To remove the limitation and restore your Account, you will need to resolve any issues with the Account, often by providing information to us, although there may be certain situations where there is no specific action that you can take to help remove the limitation (for example, the limitation is put in place due to policies we have to ensure we’re in compliance with laws). If you find that your Account has been limited, you should either review the email you receive from us informing you that your Account is limited, or log in to your Account for additional details about the limitation on your Account.
Court Orders, Regulatory Requirements or Other Legal Process
If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your Account with us, placing a limitation on your Account, or releasing your funds. We will decide, in our sole discretion, which action is required of us. Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions. We do not have an obligation to contest or appeal any court order or legal process involving you or your Account. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place longer than 180 days.
To protect yourself from unauthorized activity in your Account, you should regularly log into your Account and review your Account Statement. Metal will notify you of each transaction by sending an email to your primary email address on file. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed.
What is an Unauthorized Transaction
An “Unauthorized Transaction” occurs when money or cryptocurrency is sent from your Account that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your Account, and sends a payment from your Account, an Unauthorized Transaction has occurred.
What is Not Considered an Unauthorized Transaction
The following are NOT considered Unauthorized Transactions:
If you give someone access to one of your Accounts with us (by giving them your login information) and they use your Account without your knowledge or permission. You are responsible for transactions made in this situation.
Invalidation and reversal of a payment as a result of a refund, reversal, chargeback or error resolution.
Reporting an Unauthorized Transaction
Tell us IMMEDIATELY if you believe your login information has been lost or stolen, or if you believe that an Electronic Fund Transfer has been made without your permission using your login information. You could lose all the money in your Account. If you believe your login information has been lost or stolen, immediately contact us at: [email protected] Pay.com if related to a Metal Pay Account or Metal Vault Account.
What is an Error?
An “Error” means the following:
When we incorrectly take or place money, cryptocurrency or a cryptocurrency from or in your Account;
You send a payment and we debit the incorrect amount from your Account;
You withdraw cryptocurrency keys from your Account and we incorrectly document the transaction in your Account;
We credit an incorrect amount to your Account;
We incorrectly calculate Transaction Credits in your Metal Pay Service Account;
A transaction is missing from or we do not properly identify it in your Account Statement; or
We make a computational or mathematical error related to your Account.
In Case of Errors or Questions about Your Electronic Transfers
Contact us at: [email protected] for matters relating to your Metal Pay Service Account or Metal Vault Service Account.
Notify us as soon as you can if you think your Account Statement or receipt is wrong or if you need more information about a transfer listed on the Account Statement or receipt. We must hear from you no later than 60 days after we sent the FIRST Account statement or receipt on which the problem or error appeared.
Tell us your name and Account number (if any).
Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
Tell us the dollar amount or cryptocurrency amount of the suspected error.
We may require that you send us your complaint or question in writing within 10 business days. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of an Error, the time periods for notification may be extended for a reasonable period.
[Metal: the following language is from the Synapse terms]
We will investigate promptly and, except as otherwise provided in this paragraph, will determine whether an Error occurred within 10 Business Days of receiving a notice of Error. We will report the results to you in writing within 3 Business Days after completing our investigation. We will correct the Error within 1 Business Day after determining that an Error occurred.
If we are unable to complete our investigation within 10 Business Days, we may take up to 45 days from receipt of a notice of Error to investigate and determine whether an Error occurred, if we do the following:
(a) provisionally credit your Account in the amount of the alleged Error (including interest where applicable) within 10 Business Days of receiving the Error notice. We do need to provisionally credit your Account if we do not receive written confirmation within 10 business days of an oral notice of Error; or the alleged Error involves an account that is subject to Regulation T (Securities Credit by Brokers and Dealers, 12 CFR part 220); [Metal: When would this be the case? Is a customer allowed to link a brokerage account to Metal Pay?]
(b) inform you within 2 Business Days after the provisional crediting, of the amount and date of the provisional crediting and give you full use of the funds during the investigation;
(c) correct the Error, if any, within 1 Business Day after determining that an Error occurred; and
(d) reports the results to you within 3 Business Days after completing our investigation (including, if applicable, notice that a provisional credit has been made final).
Extension of time periods. The time periods described above may be extended as follows:
Extension of Ten-Day Time Period. The time limit for resolution is extended to 20 Business Days in place of 10 Business Days if the notice of Error involves an Electronic Fund Transfer to or from the Account within 30 days after the first deposit to the Account was made; or
Extension of Forty Five-Day Time Period. The time limit for resolution is extended to 90 days in place of 45 days for completing an investigation, if a notice of Error involves an Electronic Fund Transfer that occurred within 30 days after the first deposit to the Account was made.
For Errors involving new Accounts, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new Accounts, we may take up to 20 business days to credit your Account for the amount you think is in Error.
If we decide that there was no Error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
We will rectify any processing Error that we discover. If the Error results in:
Your receiving less than the correct amount to which you were entitled, then we will credit your Account for the difference between what you should have received and what you actually received.
Your receiving more than the correct amount to which you were entitled, then we will debit your Account for the difference between what you actually received and what you should have received.
We will not rectify Errors if:
Through no fault of ours, you did not have enough available funds or cryptocurrency to complete the transaction;
Our system was not working properly, and you knew about the breakdown when you started the transaction; or
The Error was due to extraordinary circumstances outside our control (such as fire, flood or loss of Internet connection), despite our reasonable precautions.
Processing Errors are not:
Delays that result from Metal applying holds or limitations;
Delays based on a payment review; or
Your errors in making a transaction (for example, mistyping an amount of money that you are sending).
Remittance Transfer Errors
What is a Remittance Transfer [Metal: There are certain disclosure requirements for RTs – we assume that these will be made.]
You may be protected for certain errors when you send money or cryptocurrency to a recipient outside of the United States. A “Remittance Transfer” is a transaction that meets the following criteria:
The payment is sent from a personal Account that is used primarily for personal, family or household purposes,
The payment is made for personal, family or household purposes,
The payment is made using the send money or cryptocurrency feature through your Account,
The payment amount exceeds $15 USD (excluding fees charged to you) or the cryptocurrency equivalent calculated using exchange rates in effect at the time of the transaction, and
The recipient of the payment has an Account in a country outside the U.S. [Metal: how does this work if the service is not available outside the U.S.?]
What Qualifies as a Remittance Transfer Error
A “Remittance Transfer Error” occurs if:
You paid an incorrect amount to send the Remittance Transfer. For example, you were charged more than the total shown on the remittance transfer receipt you received (unless the total shown on the receipt was an estimate, and the difference results from application of the actual exchange rate, fees, and taxes).
We made a computational or bookkeeping error, such as a miscalculation of the amount the recipient received.
The amount stated in the remittance transfer receipt was not made available to the recipient, unless:
we stated in the remittance transfer receipt that we used estimates and the difference in the amount received and the amount stated in the remittance transfer receipt results from application of the actual exchange rate, fees, and taxes, or
the problem was caused by extraordinary circumstances outside our control that could not have been reasonably anticipated.
Funds were available to the recipient later than the date of availability that was disclosed to you on the remittance transfer receipt or were not delivered, unless:
extraordinary circumstances outside our control caused the delay, and we could not reasonably anticipate those circumstances;
the delay resulted from fraud screenings, or caused by requirements of the Office of Foreign Assets Control (“OFAC”) or similar requirements; or
you (or someone assisting you) made the transfer with fraudulent intent;
You request documentation or information or clarification concerning the Remittance Transfer, such as information required to determine if a Remittance Transfer Error occurred. [Metal: how is this bullet point a remittance transfer error?]
What is Not Considered a Remittance Transfer Error
The following are NOT considered Remittance Transfer Errors:
An inquiry about the status of a remittance transfer that was not subject to a delay;
A request for information for tax or other recordkeeping purposes;
A change requested by the designated recipient; or
A change in the amount or type of currency received by the designated recipient from the amount or type of currency stated in the disclosure provided you, if we relied on information provided by you in making the disclosure. [Metal: this last bullet point is not clear]
What to Do If You Think There Has Been a Remittance Transfer Error or Problem
If you think there has been a Remittance Transfer Error or problem with your Remittance Transfer:
Contact us at: [email protected] if for a Metal Pay Account or Metal Vault Account matter.
You must contact us within 180 days of the date we promised to you that funds would be made available to the recipient. When you do, please tell us:
Your name, address and telephone number,
The error or problem with the transfer, and why you believe it is an error or problem,
The name of the person receiving the funds, and if you know it, his or her telephone number or address,
The dollar amount of the transfer, and
The confirmation code or number of the transaction.
We will determine whether an error occurred within 90 days after you contact us, and we will make reasonable efforts to correct any error promptly. [Metal: the foregoing statement is somewhat conclusory. More detail would be useful.] We will inform you of the results within 3 business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of any documents we used in our investigation.
Communications Between You and Us
If you provide us your mobile phone number, you agree that we may contact you at that number using autodialed or prerecorded calls or text messages to: (i) service your Accounts with us, (ii) investigate or prevent fraud, or (iii) collect a debt. [Metal: Does Metal Pay intend to engage in debt collection? Under what circumstances might this occur?]
We will not use autodialed or prerecorded calls or texts to contact you for marketing purposes unless we receive your prior express written consent. We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent. You do not have to agree to receive autodialed or prerecorded calls or texts to your mobile phone number in order to use and enjoy the Service. You can decline to receive autodialed or prerecorded calls or texts to your mobile phone number in your Account settings at www.MetalPay.com.
We may communicate with you about your Account and the Services as described in Section 36– Electronic Communications below. You will be considered to have received a communication from us, if it is delivered electronically, 24 hours after the time we post it to our website or email it to you.
You understand and agree that, to the extent permitted by law, Metal may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with Metal or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with Metal may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by Metal, and Metal does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
These Terms will continue until terminated. Metal, in its sole discretion, reserves the right to terminate these Terms, access to its website, mobile apps, or access to any aspect of the Services for any reason and at any time upon notice to you (except as otherwise provided in these Terms) and payment to you of any unrestricted funds held in your Account.
You may terminate your use of the Services at any time and for any reason by deactivating your Account and discontinuing your use of all of the Services, including but not limited to removing our Apps and other materials we provided to you from all of your devices.
If your Account is terminated, we will make reasonable efforts to make any content you provided or information about your Account inaccessible to third parties not involved in the provision of our Services. You acknowledge and agree that any such content or information may be retained in caches or backups and that copies of or references may persist indefinitely due to the nature of the Service and the internet.
Notwithstanding termination of the Terms, all provisions that logically should survive termination for the protection of Metal’s rights and protection of your rights will survive and will remain in full force and effect after termination, including: all unnumbered paragraphs at the beginning of the Terms and Sections 1, 4 (as applicable), 6, 8, 9.2, 11, 15,-27, and 29-31.
As security for the performance of your obligations under these Terms, you grant to Metal a lien on, and security interest in and to, any of your Accounts in our possession.
Set Off Rights
If your Account becomes negative for any reason, that negative balance represents an amount that you owe us. Metal may deduct these amounts from funds that are in your Account or added to your Accounts later, either by you or from payments you receive. If you have more than one Account with us, we may set off a negative balance in one Account against a balance in your other Account. In the event that a negative balance is offset by Metal pursuant to this paragraph, it may be combined with another debit coming out of your Account.
In addition to the above, if you have a past due amount owed to us, or our affiliates, we may debit your Account to pay any amounts that are more than 180 days past due.
If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of these Terms to the extent permitted by law.
Assumption of Rights
If Metal invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that Metal assumes your rights against the recipient and third parties related to the payment and may pursue those rights directly or on your behalf, in our discretion.
No Waiver; Severability
Our failure to act with respect to a breach of any of your obligations under these Terms by you or others does not waive our right to act with respect to subsequent or similar breaches. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions. The remaining provisions of these Terms shall remain in full force and effect.
Indemnification, Limitation of Liability and Release
In the sections titled Indemnification, Limitation of Liability and Release, we use the term “Metal Parties” to refer to Metal and its affiliates, and each of their respective directors, officers, employees, agents, joint ventures, licensors, shareholders, service providers and suppliers. Affiliates include each entity that we control, we are controlled by, or we are under common control with.
Your indemnification of Metal Parties for actions related to your Account with us and your use of the Services. You agree to defend, indemnify and hold the Metal Parties harmless from any claim or demand (including reasonable attorneys’ fees) made by any third party and any loss, expense, damage, tax, or cost incurred relating to or arising out of your breach of these Terms, your access to or use of the Services, your violation of any law or the rights of a third party or the actions or inactions of any third party to whom you grant permissions to use your Accounts with us or access the Services on your behalf (including negligent or wrongful conduct).
Limitation of liability
The Metal Parties’ liability is limited with respect to your Accounts and your use of the Services. In no event shall the Metal Parties be liable for lost profits or any special, incidental, punitive, consequential damages (including without limitation damages for loss of data or loss of business), or taxes arising out of or in connection with any of the Services or these Terms (however arising, including negligence), unless and to the extent prohibited by law.
Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, the Metal Parties are not liable, and you agree not to hold the Metal Parties responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, taxes, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, the Services; (2) delays or disruptions in the Services; (3) viruses or other malicious software obtained by accessing the Services or any website or service linked to the Services; (4) glitches, bugs, errors, or inaccuracies of any kind in the Services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your Accounts; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms or our policies. [Metal: would you like to include a liability cap on direct damages?]
THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF METAL OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Release of Metal Parties
If you have a dispute with any other Account holder, you release the Metal Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Disclaimer of Warranty
The Services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. Metal specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
Metal also does not have any control over third party cryptocurrency providers, or to third parties who assist with implementing any of the Services (such as Plaid or SynapseFI). Metal does not control, is not responsible for and makes no representations or warranties with respect to any user of our Services or their conduct. You are solely responsible for your interaction with or reliance on any other user of our Service or their conduct. You further understand that you may be exposed to content from others that is offensive, indecent or objectionable. Metal does not make any representation or warranties as to the accuracy, correctness, reliability, completeness or usefulness of any content appearing on the Services. Metal does not guarantee continuous, uninterrupted or secure access to any part of the Service, and operation of our websites or Apps may be interfered with by numerous factors outside of our control. Metal will make reasonable efforts to ensure that requests for electronic debits and credits involving Accounts are processed in a timely manner, but Metal makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service.
Some states do not allow the disclaimer of implied warranties, so some or all of the foregoing disclaimers may not apply to you by operation of law.
Agreement to Arbitrate
By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against any Metal entity on an individual basis in arbitration, as set forth in this Agreement to Arbitrate. This will preclude you from bringing any class, collective, or representative action against any Metal entity, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against any Metal entity by someone else.
You and each of the Metal Parties agree that any claim or dispute at law or equity arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Service at any time, whether before or after the date you agreed to these Terms will be resolved in accordance with the Agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it:
Affects your rights and will impact how claims you and we have against each other are resolved.
Includes a Prohibition of Class and Representative Actions and Non-Individualized Relief pursuant to which you agree to waive your right to participate in a class action, representative, collective, or consolidated lawsuit against us.
If a dispute arises between you and any Metal Party, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and any Metal Party regarding the Service may be reported to: [email protected] for Metal Pay Account or Metal Vault Account matters.
The Services, including all of the software, software code comprising or used to operate all Accounts and all content, trademarks, copyrighted works and other materials provided by Metal are owned by Metal, its affiliated companies, and/or third-party licensors, and are protected by copyrights, trademarks and other intellectual property rights.
License Grants, Generally
Subject to the terms and conditions of these Terms, Metal grants you a revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, royalty-free limited license and right to access and use the Services in accordance with these Terms. Any other use of the Services is strictly prohibited. Unless we give you permission in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, create derivative works of or commercially exploit any materials that we provide or that are made available by third parties through the Service, in whole or in part, by any means. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software that Metal provides to you. You acknowledge that all rights, title and interest to the Services are owned by Metal. You must not remove, alter or obscure any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in any part of the Services, and you agree to reproduce and copy all such notices and legends on all copies of any part of the Services that you are allowed to make under these Terms, if any. Any rights not expressly granted in these Terms are reserved.
Any third-party software application you use on the Metal websites or through the Service is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that Metal does not own, control nor have any responsibility or liability for any third-party software application you elect to use on the Metal websites and/or in connection with the Services.
License Grant From You to Metal; Intellectual Property Warranties
Metal does not claim ownership of the content that you provide, upload, submit or send to Metal. Nor does Metal claim ownership of the content you host on third-party websites or applications that use Services to provide payments services related to your content. Subject to Section 25.3, when you provide content to Metal or post content using the Services, you grant Metal (and parties that we work with) a non-exclusive, irrevocable, royalty-free, fully assignable, perpetual, sublicensable, transferable, and worldwide license to use, copy, perform and display publicly, distribute, prepare derivative works and otherwise exploit your content and associated intellectual property and publicity rights in whole or in part, in any form, format or medium. Metal will not compensate you for any of your content. You represent and warrant that Metal’s use of your content will not infringe any intellectual property or publicity rights. Further, you represent and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against Metal. By posting content on our Services, you represent and warrant that the posting of your content does not violate these Terms or applicable laws.
Use of Other Users’ Content
You may not use, copy, reproduce, distribute, publish, display or perform, create derivative works of, transmit, sell, or in any way exploit any of the content posted by others except as expressly set forth in these Terms or allowed by law.
You may not transfer or assign any rights or obligations you have under these Terms without Metal’s prior written consent. Metal may transfer or assign these Terms or any right or obligation under these Terms at any time. Any assignment in violation of these Terms is null and void.
References in these Terms to “business day(s)” or “Business Day(s)” mean(s) Monday through Friday, excluding holidays when our offices are not considered open for business in the U.S. Holidays include New Year’s Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), George Washington's Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, we observe the holiday on the prior Friday. If the holiday falls on a Sunday, we observe the holiday on the following Monday.
Metal may provide links to third-party websites or other resources (“Linked Sites”). Metal has no control over these Linked Sites and is not responsible for the operation of any Linked Site. Metal offers these links as a convenience only, and the availability of any Linked Site is not an endorsement of the content, or any products or services available on these Linked Sites, or an endorsement of any Linked Site’s owners, or its providers. You acknowledge and agree that you access these Linked Sites at your own risk. Any interactions or business dealings with advertisers or third parties other than Metal found on or through our Service are solely between you and such advertiser or other third party. Without limiting any of the above, Metal will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Linked Site.
Consumer Fraud Warning
We are always looking for ways to help keep you even more secure. So, stay on the lookout for some of these common scams:
Spoofing: a scammer sends forged or faked electronic documents or emails falsely claiming to be Metal or coming from Metal but asks you to send money outside your Accounts with us.
Relative in Need: a scammer impersonates a family member (commonly grandchildren) and claims there is an emergency requiring you to send money.
Lottery or Prize: a scammer informs you that you’ve won a lottery or prize and must send money in order to claim it.
Debt Collection: a scammer impersonates a debt collector and induces you to send money using threats or intimidation.
Employment Related: a scammer instructs you to send money in connection with a fraudulent offer of employment.
Always use common sense when sending money or cryptocurrency. If something sounds too good to be true, it probably is. Only send money or cryptocurrency for yourself and not for others. Please let us know immediately if you believe someone is trying to scam or defraud you by contacting us at [email protected] if pertaining to Metal Pay Accounts or Metal Vault Accounts. [Metal: please provide a telephone number and address for users to report fraud as required by the Synapse terms]
You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in these Terms, the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and any Metal entity. [Metal: we switched to California law as the arbitration will be governed by California law as well]
Certain aspects of the Service are available to users globally. If you are located outside the U.S., you consent to the transfer, storage and processing of your information, including any content or personal information, in and to the United States (“U.S.”) and/or other countries; and acknowledge and agree that Service derived or obtained from Metal may be subject to the U.S. export laws and the export or import laws of other countries, and you agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or your local laws; and (b) you understand that U.S. export control laws prohibit the export of certain technical data and software to certain territories, and that no software available from the Service may be downloaded or exported: (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on OFAC’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Deny Orders.
These Terms and the Additional Agreements sets forth the entire understanding and agreement between us and supersede all prior understandings and agreements between you and Metal with respect to the subject matter hereof.
You authorize Metal, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain features of the Services, federal or state laws or regulations requires that Metal verify some of your information. Metal reserves the right to close, suspend, or limit access to your Accounts with us and/or the Services in the event we are unable to obtain or verify this information.
Disclosures for California Residents
In addition to reporting complaints against Metal directly to us as described in these Terms, if you are a California resident, you may report complaints to the California Department of Business Oversight by mail at Department of Business Oversight, Attn: Consumer Services, 1515 K Street, Suite 200, Sacramento, CA 95814 or online through its website at http://www.dbo.ca.gov/Consumers/consumer_services.asp. The California Department of Business Oversight offers assistance with its complaint form by phone at 1-866-275-2677.
Unlawful Internet Gambling Notice
Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your Account or your relationship with Metal. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.
Respect for the Information of Others
If you receive confidential and/or private information about another Metal customer through the Service, you must keep the information confidential and only use it in connection with the Service. You may not disclose or distribute any information about Metal users to a third party or use the information for marketing purposes unless you receive that user’s express consent to do so. You may not send unsolicited emails to a Metal customer or use the Service to collect payments for sending, or assist in sending, unsolicited emails to third parties.
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Accounts with us and your use of our Services. [Ron: does Metal need to have a “consent to receive electronic disclosures” policy?]
agreements and policies, you agree to (e.g., our Terms and Additional Agreements), including updates to these agreements or policies;
transaction receipts or confirmations;
Account statements and history;
federal and state tax statements we are required to make available to you; and
any other Account, or transaction information.
We will provide these Communications to you by posting them on our websites and/or by emailing them to you at the primary email address listed in your profile with us.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
a computer with an Internet connection;
a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;
Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;
a valid email address (your primary email address on file with Metal); and
sufficient storage space to save past Communications or an installed printer to print them.
We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from us. By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us via the "Contact Us" link on our websites. If you fail to provide or if you withdraw your consent to receive Communications electronically, Metal reserves the right to either deny your application for an Account, restrict or deactivate your Account, close your Account and any sub-account, or charge you additional fees for paper copies.
After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-K electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099-Ks to you by U.S. mail. [Metal: Is Metal a third party settlement organization? If so, we will add additional language around Metal’s reporting obligations to the IRS via 1099-Ks. If Metal is a Third Party Settlement Organization it may be obligated to do “back-up withholding” on those accounts that exceed 200 transactions within a given calendar year and that have failed provide any or a correct TIN. This likely is worth a more detailed analysis, especially in light of Metal being more than a “service provider” since it also “reward” users with Pop (i.e., they actual pay users in addition to transmitting users’ own funds. Please let us know if you would like our tax colleagues to review this issue further.]
Requesting Paper Copies of Electronic Communications
If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send your paper copies, you must have a current street address on file as your “Home” address in your profile with us. If you request paper copies, you understand and agree that we may charge you a Records Request Fee for each Communication. The Records Request Fee will not be charged if you request a Form 1099-K in paper form.
Updating Your Contact Information
It is your responsibility to keep your primary email address up to date so that Metal can communicate with you electronically. You understand and agree that if Metal sends you an electronic Communication, but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Metal will be deemed to have provided the Communication to you.
Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Metal (i.e., Metal Pay or Metal Vault, or whichever service you use) to your email address book so that you will be able to receive the Communications we send to you.
You can update your primary email address or street address for any particular service of ours at any time through the App for that Service or by logging into our website for that Service. If your email address becomes invalid such that electronic Communications sent to you by us are returned, Metal may deem your Account to be inactive, and you will not be able to transact any activity using your Account until we receive a valid, working primary email address from you.
Disclosures Regarding Cryptocurrency
These Terms incorporate by reference Metal’s Disclosures Regarding Cryptocurrency. [Metal: please include a hyperlink to the disclosure here]
Your bank may charge you fees for sending or receiving funds through our Services. For example, depending on your location, you may be charged currency conversion processing fees, international transactions fees, or other fees even when your transaction is domestic and does not require a currency conversion. Metal is not liable for any fees charged to you by your bank or other financial institution based on your usage of MTL or our Services.
Metal does not in any way obscure the information that it requests or obtains. Due to the inherent transparency of blockchains, transactions to and from Metal are public and easily correlated. Utilizing Metal to obscure transactions or assets in any way is pointless. Law enforcement has full access to blockchain information that goes in or out of our system.
You accept that Metal will comply willingly with all legal reporting obligations and specific requests for information from it. As such, we reserve the right to provide information to law enforcement personnel and other third parties to answer inquiries; to respond to legal process; to respond to the order of a court of competent jurisdiction and those exercising the court’s authority; and, to protect Metal and our users.
Anti-Money Laundering and Counter-Terrorist Financing Statement
Metal is committed to full compliance with all applicable laws and regulations regarding Anti- Money Laundering (“AML”). Our policy is to prevent people engaged in money laundering, fraud, and other financial crimes, including terrorist financing, from using the Services.
Metal and our third-party partners have robust policies and procedures to detect, prevent and report suspicious activity. To comply with OFAC requirements with respect to U.S. sanctions, and global sanctions, we screen our customer accounts against government watch lists. We report suspicious transactions to OFAC in accordance with applicable law, as well as to the financial intelligence unit in the respective country.
How does this impact you?
As part of our AML procedures, we collect information from you to satisfy our “know your customer” (KYC) obligations. This means that we may request information from you due to a specific identification requirement or because of our watch list screening process. We may ask you to provide documentation to help confirm your identity or provide additional information regarding your business.
When is this information requested?
We may ask for this information during Account opening or as part of our Account review process, which we periodically conduct on our existing customers.
No Agency, Trustee or Fiduciary Relationship
Metal is only a payment service provider. We do not: act as an escrow agent with respect to any money sent to you through our Service that has not been transferred; act as your agent or trustee; enter into a partnership, joint venture, agency or employment relationship with you; guarantee the identity of any user or seller; or determine if you are liable for any taxes.
Third Party Service Providers
Our Apps work on applications linked to a particular device and operating system, such as Apple’s iOS operating system. Your use of the Services may be subject to separate agreements you may enter into with your mobile device operating system provider (e.g., Apple, Google or Microsoft®), your mobile device manufacturer (e.g., Apple, Samsung®), your mobile service carrier (e.g., AT&T® or Verizon®), and other parties involved in providing your mobile device service, which we collectively refer to as “Third Party Service Providers.” You agree to comply with all applicable third-party terms of agreement when using the Services. We are not a party to those agreements and we have no responsibility for the products and services provided by third parties. You acknowledge and agree that this agreement is between you and Metal, not with any Third Party Service Providers. You acknowledge and agree that we are solely responsible for the Services.
Third Party Service Providers have no warranty obligations whatsoever with respect to the Services.
You may select a personalized unique alpha-numeric name to identify yourself on the Service (a “Cash handle” or “Alias”). You must accurately and truthfully represent your business or personal identity that you may share with others to use the Service. You may not select an Alias that misleads or deceives others as to your identity or creates an undue risk of chargebacks or mistaken payments. We may require you to change your username handle or alias or details of your Account Information in our sole discretion, and we may reclaim or make unavailable certain handles without liability to you.