1. Agreement to Terms

This User Agreement (“Agreement”) sets forth the general terms and conditions of your use of the Empowch Mobile Application (“Empowch App”), Empowch.com website, (“Websites”), Empowch APIs (“APIs”), and any of their related products and services (collectively, “Services”). This Agreement is legally binding between you, whether personally or on behalf of an entity (“User”, “you” or “your”) and Bankey, LLC (“Bankey”, “we”, “us”, or “our”), who owns and operates the Services. If you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Services. 

If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms (“User”, “you” or “your”) shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Services. 

By accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and Bankey, even though it is electronic and is not physically signed by you, and it governs your use of the Services.

2. Eligibility of Users

As set forth in this Agreement, you warrant and represent that you:
• are at least 18 years of age;
• are not located in, reside in, or are a national of of any country to which the U.S. has embargoed goods or services, including but not limited to North Korea, Cuba, Iran, Syria, Sudan, or Russia (including Crimea or any Russian occupied region of Ukraine);
• are not on the U.S. Specially Designated National (“SDN”) list by the Department of the Treasury Office of Foreign Assets Control (“OFAC”);
• are not on the U.S. Department of Commerce’s Denied Persons List;
• are not prohibited from using the Services under any applicable law;
• using the Services would subject us to any registration requirement within a jurisdiction or country that we do not possess; and
• agree to abide by this Agreement and all applicable laws, rules, and regulations associated with your usage including at the local, state, national, and international level.

If you do not meet these requirements, you may not access and use the Services.

3. Prohibited Use

You may not access or use the Services for any purpose other than that for which we make our Services available.

IT IS YOUR RESPONSIBILITY TO DETERMINE WHETHER YOU ARE SUBJECT TO LAWS SPECIFIC TO YOUR JURISDICTION OR OTHERWISE THAT APPLY TO AND/OR RESTRICT YOUR USE OF THE SERVICES.

As set forth in this Agreement, you are prohibited from using the Services:

• for any unlawful purpose;
• to solicit others to perform or participate in any unlawful acts;
• to violate any international, federal, provincial or state regulations, rules, laws, or local
ordinances;
• to harass, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability of others;
• to defraud, threaten, stalk, abuse or otherwise violate the rights (including privacy and publicity) of others;
• to infringe upon or violate our intellectual property rights or the intellectual property rights of others, including but not limited to, deleting the proprietary rights (such as copyright) from Content;
• to submit false or misleading information, including but not limited to:
– attempt to impersonate another user or person;
– use the account of another person;
– misrepresent personal information about yourself or another user;
– use support services improperly by giving false reports of abuse or misconduct; or 
– imply a relationship with us that is false;
• to access (or attempt to access) any part of the Services, the Stellar Network, servers, or computer services that you are restricted or unauthorized from accessing;
• to upload (or attempt to upload) or transmit (or attempt to transmit) viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, the Stellar Network, third party products and services, or the
Internet;
• to spam, phish, pharm, pretext, spider, crawl, spoof, or scrape, including but not limited to:
– use automate systems to send messages or gather and extract information;
– retrieve data or content to compile a database or directory;
– collect user account information (i.e., name, email address, etc.);
– create user accounts under false pretenses; or
– trick, defraud, or mislead us and users to obtain user account information;
• to interfere with or circumvent the security features of the Services, the Stellar Network, third party products and services, or the Internet;
• to interfere with, disrupt, or create an undue burden on the Services or other parties connected with the Services;
• to advertise goods and services;
• to frame or link the Services without permission;
• to sell or transfer your account;
• to copy or make adaptations to the Services or Content;
• to use our Services or Content to compete with us or create a commercial endeavor;
• to advertise products or services that we did not intend; or
• for any obscene or immoral purpose deemed us to be in conflict with the spirit or intent of the terms of this Agreement or that, as determined by us, may harm our Services or users of the Services.

4. User Accounts

You must create an account on Empowch App to use the Services. If you create an account, you are responsible for making sure you are the only one who uses the account, maintaining the security of the account, for all activities that occur under the account, and any other actions taken in connection with the account (whether not you know about them). YOU AGREE NOT TO DISCLOSE YOUR ACCOUNT CREDENTIALS TO ANYONE. You must immediately notify us of any unauthorized uses of your account or any other breaches of security.

Initial and ongoing access to the Empowch App includes agreeing to provide us with the information we request for the purposes of identity verification and fraud detection. Providing false or incomplete information, or omitting information may result in the inability to open your account or in the suspension or closure of your account. We will not be liable for false information or acts of omissions by you (whether intentional or non-intentional), including any damages of any kind incurred as a result of these acts.

By creating an account on the Empowch App, you allow us to keep a record of your account information. You give us permission to access, display, review, monitor, copy, distribute, transmit, and reformat your account information solely as required for the purpose of providing the Services to you. 

We do not own any of your account information that you submit on the Empowch App. Unless specifically permitted by you, your use of the Empowch App does not grant us permission to use, reproduce, adapt, modify, publish or distribute your account information for commercial, marketing, or any similar purpose.

We are not liable in anyway for any unauthorized access to or use of our Services and/or any and all account information stored on the Empowch App.

We may at our discretion refuse to open, suspend, disable, limit access, or close your account (or any part thereof) if we determine that you have violated any part of this Agreement. If we close your account for the above reasons, you may not re-register for an account on the Empowch App by creating a new account under your name, a false name, a borrowed name, or a name of a third party. We have the right to block your email address and Internet protocol address to prevent further account registration.

5. Empowch Wallet

Empowch App provides a user interface for you to interact and manage your account. When you create an account, you are provided with a pair of private and public cryptographic keys that secure access to your account. The user interface and keys are collectively the “Empowch Wallet”. The Empowch Wallet enables you to store, view, or transfer your digital currency to other Empowch App user wallets or with other platforms using the same network.

6. Stellar Network

Empowch App is built on the “Stellar Network”, an open-source protocol using a distributed ledger and organized in blockchains. Your Empowch Wallet enables you to hold and transmit digital currency using the Stellar Network. 

By creating an account on the Empowch App, you acknowledge that the Stellar Network is not a part of the Services in this Agreement and is not operated in any way by the Services. The Services cannot control the activity, data, or actions of you or third parties on the network, validate transactions on the network, or dictate usage of the network. Transactions submitted on the Stellar Network cannot be prevented, reversed, removed, hidden, or otherwise changed. All activity and data on the Stellar Network are permanent and public.

You also acknowledge and agree that your access to the Stellar Network is made at your own risk and the Services has no responsibility or liability for your use of the Stellar Network, including, without limitation, for any harm, loss, or damages arising from transactions sent to wrong Stellar addresses, incorrectly constructed transactions, software and network problems, technical failures, unauthorized access to any accounts, legal and regulatory matters and consequences, or fraud conducted by third parties. 

Additionally, as set forth in this Agreement, you are prohibited from using the Services on the Stellar Network:
• in a manner that violates any applicable federal, state, local, or international law or regulation;
• to fund terrorism or other criminal activity;
• to circumvent any export restrictions or economic sanctions; or
• to engage in unlawful money transmission, currency exchanging, or money laundering.

7. Digital Currency

“Lumens” (also known as “XLM”) are the native digital currency on the Stellar Network used to conduct transactions, create accounts, and bridge between different digital assets. Although, the Services uses Lumens to open your Empowch Wallet and pay your transactions fees on the Stellar Network, the Empowch App does not display or allow you to transact in Lumens.

The only digital currency Empowch App uses in the Empowch Wallet is the USD Coin (“USDC”), a fiat stablecoin backed and pegged to the U.S. dollar (1:1). Though the Stellar Network is capable of interacting with many digital assets, the Services retains the sole right to provide which digital assets will be displayed and utilized on the Empowch App.

You acknowledge and understand that Lumens and USDC are not legal tender, backed by any government, or subject to protections or insurance provided by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). You also acknowledge and understand that USDC, although considered less volatile than other digital assets, may still experience volatility.

The Services does not control, and is not responsible for, the value of the USDC held in your Empowch Wallet and makes no representation, warranty, guarantee, or recommendation, express or implied, of its value. You agree to conduct independent due diligence on USDC and acknowledge and agree that any purchase of USDC by you or on your behalf is made voluntarily, willfully, and exclusively at your own risk. 

The Services may limit the total value of USDC you may hold in your Empowch Wallet at any time.

8. Wallet Keys

When you create an Empowch account, the Services creates a private Empowch Wallet for you on the Stellar Network by generating cryptographic private and public key pairs which will be unique to your account. 

You must also enroll in the “Key Recovery Services” as part of your account creation. You agree to create a separate account with, and agree to the terms and conditions of, the
applicable Key Recovery Service.

You acknowledge and agree that the Services only controls one of the private keys for your account on the Stellar Network. We will never take action to recover your account unless we receive a request to do so that we reasonably believe was submitted by you and has been confirmed by a phone number or email that you have previously linked to your account.

You agree to store, outside of the services, a backup of your User Key and all related Empowch Wallet credentials. 

If you do not maintain a backup of your User Key and Vibrant Wallet data outside of the Services, you will not be able to access the digital asset balance associated with your Vibrant Wallet account on the Stellar Network in the event that Services or the Vibrant Wallet are disrupted or we discontinue or no longer offer some or all of the Services. The Key Recovery Services are provided at our discretion and should not be relied upon for recovery of funds. You acknowledge and agree that the Key Recovery Services may not function reliably, accurately, securely, or effectively, and that we or a KRSP may lose or otherwise be unable to provide or use Recovery Key A or Recovery B at any time for any reason. We will not maintain nor are we responsible for maintaining any data on your behalf. You agree and acknowledge that you are solely responsible for the secure storage of any digital assets in your Vibrant Wallet, your User Key, and any other related private keys in your possession. You agree that in no event will Vibrant be liable for the security or control of any digital assets, User Keys, recovery keys, or other credentials held in or related to the Vibrant Wallet.

9. Transactions, Fees and Refunds

The Vibrant Wallet provides an interface that enables you to automatically generate, sign, and submit transactions to the Stellar Network simply by using the buttons, links, and other features provided within the Vibrant Wallet. The Vibrant Wallet will use the private key information contained locally on your device to sign the transactions you initiate via the Vibrant Wallet.In order to conduct any transaction on the Stellar Network via the Vibrant Wallet, the transaction must: (i) contain sufficient network transaction fees – denominated in XLM – for the Stellar Network to process the transaction, and (ii) be signed by private key or keys with a total weight of twenty. As such, you may conduct any transactions from the Vibrant Wallet solely by use of your User Key, since your User Key possesses a weight of twenty. Neither Vibrant nor any KRSP may unilaterally conduct any transactions associated with the Vibrant Wallet, since the Recovery Keys each possess a weight of only ten. Once a Vibrant Wallet transaction has been signed by a key weight of twenty and submitted to the Stellar Network for confirmation, you cannot cancel, reverse, or change the transaction. The transaction may be suspended, delayed, redirected, reversed, or canceled at any time for any reason or no reason by the Stellar Network, and Vibrant will bear no responsibility or liability resulting from any such suspension, delay, redirect, reversal, or cancellation.

Vibrant currently provides each Vibrant Wallet with sufficient XLM to cover Stellar Network transaction fees for transactions initiated via the Vibrant Wallet and the minimum reserves necessary for maintaining and adding trustlines or signers to the Stellar Network account tied  to your Vibrant Account (“XLM Reserve”) . However, in the future we may no longer do so, in which case you will be responsible for such Stellar Network transaction fees and the minimum reserves. The XLM Reserve may only be used to maintain the existence and functionality of the Stellar Network account associated with your Vibrant Account and may not be used for any other purpose, extracted from such Stellar Network account, or merged into another account. The Vibrant Wallet itself does not currently charge a fee for the Services or any transactions you may conduct via the Services, however, we reserve the right to do so in the future, and in such case we will display to you any applicable fees prior to you incurring the fee. The issuers of non-XLM digital assets that you may use in connection with the Vibrant Wallet may charge fees for deposit, withdrawal, or other services.

There are no refunds for completed transactions. You can cancel your transaction for a full
refund but only if the transaction has not yet been completed.

10. Third-Party Services

Bankey, LLC partners with the crypto to fiat exchange, Wrye Payments, Inc., its affiliates and partners (herein after referred to as “Wrye”), a regulated Money Service Business (MSB), to offer you the the Services which includes but is not limited to identification verification, digital wallet, ACH deposits and withdraws, MoneyGram Access, etc. By creating an account on the Empowch App and initiating the Services, you agree to Wrye’s user agreement. 

https://www.sendwyre.com/legal/user-agreement

You must comply with the Partner Terms when creating an account on the Empowch App. The Partner Terms may be modified from time to time, and the governing versions are incorporated by reference into these Terms of Service. Any term not defined in this section but defined in the Partner Terms assumes the meaning as defined in the Partner Terms. IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND THE PARTNER TERMS BECAUSE THEY CONTAIN TERMS AND CONDITIONS CONCERNING YOUR ACCOUNT ON THE EMPOWCH APP, INCLUDING BUT NOT LIMITED TO LIMITATIONS, REVERSALS, AND ARBITRATION PROVISIONS, AND YOUR RELEVANT RIGHTS AND LIABILITIES.

11. Mobile Application Distribution

In accordance with this Agreement, we give you a revocable, non-exclusive, non-transferable, limited right to access the Services via mobile application which includes downloading and using the Empowch App on a mobile electronic device owned and operated by you.

Empowch is available for download on the Apple Store or Google Play. When you use a mobile application obtained from either the Apple Store or Google Play (collectively, “App Distributor”) the terms below apply to access the Empowch App:

• The license given to you for the Empowch App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating system, as
applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service;
• We are responsible for providing any maintenance and support services with respect to the Empowch App as specified in this Agreement or as otherwise required under applicable law.
You acknowledge that each App Distributor has no obligation whatsoever to furnish any
maintenance and support services with respect to the Empowch App;
• In the event of any failure of the Empowch App to conform to any applicable warranty, an App Distributor will have no other warranty obligation whatsoever with respect to the Empowch App;
• You must comply with any and all applicable third party terms of service when using the Empowch App; and
• You acknowledge and agree that the App Distributors are third party beneficiaries of this Agreement, and that each App Distributor will be deemed to have accepted the right to enforce this Agreement against you as a third-party beneficiary thereof.

12. Electronic Communications

You consent to receive electronic communications from us by visiting the Services, by email, by Short Message Service (SMS), by push-notifications to your mobile device, or by notifications within the Empowch App. Electronic communications may include information regarding transactions, account verifications, agreements, notices, disclosures, and other forms of communication. You agree that these communications satisfy any legal requirement to provide communication in writing. You agree to the use of electronic signatures, contracts, orders or other records and to electronic delivery of notices, policies, and records of transactions. You waive any rights or requirements under any statutes, regulations, rulers, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

By agreeing to these Terms of Service, you OPT-IN to receiving SMS from the Empowch App while accessing and using the Services and are responsible for an applicable fees, if any.

13. Management of Services

At our discretion, we have the right to monitor the Services for violation of provisions in this
Agreement, take legal action against anyone who violates provisions in this Agreement or any laws or regulations, and otherwise manage our Services in a way that protects our rights and the rights of others, and allows for proper functioning of the Services.

14. Our Content

Our Services that include the Empowch App, website, source code, social media, databases, dashboard, text, video, photographs, audio, graphics, and functionality (collectively, “Content”) are owned or licensed to us and are protected by copyright or trademark laws. 

You are granted permission to access and use our Content, including printing or copying any part of our Content, provided you are eligible for use of our Services and will use the Content solely for personal use. You may not correct, modify, adapt, add, or enhance our Content for any reason.

No part of our Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed publicly, encoded, translated, transmitted, distributed, sold, or licensed for commercial use without our written permission.

We regularly update our Content but make no representations, warranties or guarantees that our Content is accurate, complete, or up-to-date. We do not guarantee that our Content is free of errors, inaccuracies, or omissions and are not liable in any way if they exist. Our Content maybe updated, changed, modified, or removed at anytime for any reason without notice.

Our Content is considered generic information and should not be used in lieu of professional advice, nor on as a basis to take or not take action.

15. Intellectual Property Rights

This Agreement does not transfer to you any intellectual property owned by Bankey or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Bankey. 

All trademarks, service marks, graphics and logos used in connection with the Services, are trademarks or registered trademarks of Bankey or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. 

Your use of the Services grants you no right or license to reproduce or otherwise use any of Bankey or third party trademarks.

16. Disclosures and Disclaimers

We cannot guarantee that our Services are absent of bugs or viruses, although every effort is made to prevent and eradicate their presence. You are responsible for configuring access to our Services and the security of that access. You may not hold us liable in anyway if there are any bugs, viruses, or the like are transmitted to or through the Services by any third party.

We cannot guarantee that our Services will always be available. You acknowledge and agree that the Services may from time-to-time be inaccessible or inoperable for any reason (i.e.,hardware, software, third-party service providers interruptions, updated regulations, etc.) or require maintenance that may cause delays, interruptions, cessation, or errors. You may not hold us liable for any losses or damages related to availability of the Services.

Regulations!!!

17. Limitation of Liability/ Warranties

The Services are provided on an as-is and as-available basis. You agree that your use of the Services will be at your sole risk except as expressly set out in these Terms of Service. All warranties, terms, conditions and undertakings expressed or implied (including by statute, custom or usage, or common law) in connection with the Services and your use thereof are excluded to the fullest extent permitted by applicable law. We will not be responsible for any delay or failure to comply with our obligations under these Terms of Service if such delay or failure is caused by an event beyond our reasonable control.

To the fullest extent permitted by applicable law, in no event will Bankey, its affiliates, partners, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages. 

To the maximum extent permitted by applicable law, the aggregate liability of Bankey and its affiliates, partners, officers, employees, agents, suppliers and licensors relating to the Empowch App and the Services will be limited to an amount no greater than one dollar or any amounts actually paid in cash by you to Bankey for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

18. Indemnification

You agree to indemnify and hold Bankey and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys! fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to our Content, your use of the Services or any willful misconduct on your part.

19. Dispute Resolution

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Virginia, United States of America without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Virginia, United States, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.

20. Changes and Amendments

We may update or change our Services from time-to-time to reflect changes to our products, our users’ needs and/or business priorities.

At our discretion, we have the right to modify this Agreement or its terms related to the Services at any time. We will revise the updated date at the bottom of this Agreement when we do. We may (or may not) provide notice to you when this Agreement is updated through electronic communications. The updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified. You are responsible for reviewing this Agreement to stay informed of updates. Your continued use of the Services after the effective date of the revised Agreement will constitute your consent to those changes.

21. Termination of Services

This Agreement shall remain while you use our Services according to the terms and conditions set out in this document. 

If you want to close your Empowch account, for any reason, notify us through the Empowch App by going to Settings > Contact Us or by emailing us at support@empowch.com. 

If you want to be taken off our electronic mailing or distribution lists, contact us at contact@empowch.com.

We have the right without notice or liability to close or deny use of our Services for any reason including but not limited to violation of provisions in this Agreement or any applicable law and regulations. Additionally, we have the right to take appropriate legal action, including but not limited to pursuing civil, criminal, and injunctive redress.

22. Additional Policies

In addition to this Agreement, additional policies also apply to use of our Services including our Privacy Policy as well as our third-party terms (see Third-Party Services above). 

https://www.empowch.com/privacy-policy/

23. Acceptance of Terms

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

We may assign any or all of our rights and obligations to others at any time.

If any provision or part of this Agreement is unlawful, void or unenforceable, that provision or part of that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

These Terms of Service and any other policies posted by us on the Services constitute the
entire Agreement.

You acknowledge that you have read and understand this Agreement and agree to all its Terms of Service. By accessing and using the Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Services.

24. Contacting Us

If you have Empowch App account related questions, need technical assistance, have an account security concern, need to update or correct your account information, want to close your account, or otherwise need to contact us regarding your account, we can be contacted through the Empowch App by going to Settings > Contact Us or by emailing us at support@empowch.com. 

If you would otherwise like to contact us about a non-account related inquiry, we would love to hear from you! We can be contacted at contact@empowch.com.

       Last Updated on January 19, 2023