Welcome to Kade! This user agreement is a contract between you and Circles Pay, Inc. d/b/a Kade (“Kade” hereinafter) governing your use of your Kade account and the Kade services. You must be in the United States and have a U.S. bank account to use the Kade services. You agree to comply with all of the terms and conditions in this user agreement. The terms include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with the following additional policies and each of the other agreements posted on kadepay.com that apply to you:
- Consent to Receive Electronic Disclosures (E-Sign Disclosure and Consent)
We may revise this user agreement and any of the policies listed above from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide notice to you of at least 21 days. We reserve the right to amend this agreement at any time without notice, subject to applicable law. By continuing to use our services after any changes to this user agreement become effective, you agree to abide and be bound by those changes. If you do not agree with any changes to this user agreement, you may close your account.
Opening a Kade Account
We offer accounts for two types of purposes: personal accounts and approved business accounts. To create a personal account, you must be at least 12 years old or the age of majority in your state of residence or provide a consent of a parent or guardian and use a cellular/wireless telephone number that you own.
We may also offer you the ability to set up a business profile within your Kade account, which you can use to receive payments for the sale of goods and services. This feature is offered at our sole discretion and may not be available to all users. personal accounts may not be used to conduct business, commercial or merchant transactions with other personal accounts, which includes paying or accepting payment from other personal accounts held by users you do not personally know for goods or services. If you plan to use your Kade account to receive payments for goods or services, you must have a merchat account. Keep confidential any credentials you use to access your Kade account and the Kade services. You must keep your phone number, email address and other contact information current in your Kade account profile.
Closing Your Kade Account
You may close your account and terminate your relationship with us without cost, but you will remain liable for all obligations related to your Kade account even after the Kade account is closed. In certain cases, you may not close your Kade account, including to evade an investigation, if you have a pending transaction or an open dispute or claim, if you owe amounts to us, and if your Kade account is subject to a hold, limitation or reserve.
Link or Unlink a Payment Method
You can link or unlink certain payment methods such as a debit card, credit card, or a U.S. bank account to your Kade account. Please keep your payment method information current (e.g., credit card number and expiration date). If this information changes, we may update it using information and third-party sources available to us 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 Kade account.
Payments with friends
You can share payment of a bill with a friend using the share feature in your Kade account.
Fees and limits
We may, at our discretion, impose limits on the amount or the number of payments you can send. Fees and limits may change from time to time in our sole discretion.
Billing agreement payments and preauthorized payments
You can agree with an authorized merchant to use Kade as the payment method for future payments with that merchant. This agreement is between you and the merchant and allows the merchant to take payments from your Kade account with your authorization either on a one-time, regular or sporadic basis, depending on the type of billing agreement. "Preauthorized payments" are a type of billing agreement that allow an authorized merchant to receive payments from your Kade account on a regularly recurring basis (for example, every month or otherwise on a routine billing cycle), and if such payments will vary in amount, you have the right to advance notice of the amount and date of the transfer from the merchant at least 10 days before the transfer is made. If the merchant provides the option, you may choose to receive this advance notice only when the amount of your pre authorized payment will fall outside a range established between you and the merchant. You may cancel a billing agreement by reaching out to the merchant directly. If you cancel a billing agreement, you may still owe the merchant money for the purchase or have additional obligations to the merchant for any goods or services that you receive but have not paid for.
When you buy something from an merchant using Kade and the transaction is ultimately refunded, the money will be sent back to you. Money may not always be refunded to the payment method originally used.
Taxes and information reporting
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, that may be assessed by any jurisdiction (collectively, “taxes”). It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, including transactions through your business profile or that are marked as for goods and services, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority.Kade is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction. You acknowledge that we may make certain reports to state and federal tax authorities regarding transactions that we process
Payments that are invalidated and reversed
Payments may be invalidated and reversed by us 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 this user agreement or any other agreement with us. As the sender or recipient of a payment that is later invalidated for any reason, you may be liable to us for the full amount of the payment and we may recover the amount of the payment (plus any fees) from you. We may recover the amount of the payment from either the sender or the recipient of an invalidated payment in our discretion (subject to applicable law). For example, if you send a payment funded by a bank account and the bank informs us it cannot cover the payment due to a lack of funds or a dispute, we may hold you liable for the payment, or if you were the recipient of that payment, we may reverse that payment from your account to cover the liability. When recovering the amount of an invalidated payment from you, we may apply any money sent to you on Kade, request that you add money to your account for the amount of the payment and apply that money to amounts owed, and/or we may:
- engage in collection efforts to recover such amounts from you
- take any or all action as outlined under Amounts Owed to Us
- place a limitation or take other action on your Kade account as outlined under Restricted Activities and Holds and Limitations
If we invalidate a payment because the card issuer or originating bank declined or reversed the transaction, then you may be liable for the payment even if you disagree with the decision of the card issuer or originating bank to decline or reverse the payment. If you believe that a payment initiated with your Kade account was not authorized, then you must notify us immediately, even if you (or someone else) disputes the transaction with the card issuer or originating bank. Please see below under the heading Reporting an Unauthorized Transaction for information about how to notify us. If you fail to report the unauthorized activity directly to us, then we may recover the amount of the reversed payment from you, as described above.
In connection with your use of our websites, your Kade account, the Kade services, or in the course of your interactions with us, other customers, or third parties, you must not:
- Breach this user agreement, the Acceptable Use Policy, or any other agreement between you and us
- Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
- Infringe our 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 money or payments for advertising, marketing, or otherwise on an unsolicited and unauthorized basis
- 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 money from both us and the recipient of a payment, bank or card issuer for the same transaction
Use the Kade services in a manner that results in or may result in
- disputes; claims, reversals, chargebacks
- fees, fines, penalties or other liability or losses to Kade, other customers, third parties or you
- Use your Kade in a manner that we, Visa, Mastercard, American Express, Discover 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, or for the purpose of earning rewards, perks, miles, points, etc. with your credit card, debit card, or bank account;
- Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf or the Kade services;
- Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or Kade services;
- 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;
- Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers
- Use the Kade services to test credit card behaviors, or make excessive or unexplainable transactions
- Circumvent any of our policies or determinations about your Kade 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 open new or additional Kade account(s) when you have amounts owed to us or when your Kade account has been restricted, suspended or otherwise limited; opening new or additional Kade accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Kade account
- Harass and/or threaten our employees, agents, or other users
Actions We May Take if You Engage in Any Restricted Activities
If we believe that you’ve engaged in any restricted activities, we may take a number of actions to protect ourselves, our customers and others at any time at our sole discretion. If we close your Kade account or terminate your use of the Kade services for any reason, we’ll provide you with notice of our actions and make any unrestricted money held in your Kade account or that has been sent to you available for bank transfers. You are responsible for all reversals, claims, fees, fines, penalties and other liability incurred by us, any customer, or a third party caused by or arising out of your breach of this agreement, and/or your use of the Kade.
Under certain circumstances, in order to protect Kade and the security and integrity of the network that uses the Kade services, Kade may, in its sole discretion, take account-level or transaction-level actions. A hold may be placed on your Kade account, including any associated business profile. Our decision about holds and limitations may be based on confidential criteria that are essential to our management of risk and the protection of Kade , our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your Kade account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.
Holds: A hold is an action that Kade may take under certain circumstances either at the transaction level or the account level. When Kade places a temporary hold on a transaction, the money is not available to either the sender or the recipient. Kade reviews many factors before placing a hold on a transaction, including: account tenure, transaction activity, and past disputes.
What is an Unauthorized Transaction? An “Unauthorized Transaction” occurs when money is sent from your Kade account that you did not authorize and that did not benefit you. For example, if someone steals your credentials and access your Kade account, and sends a payment from your Kade account, an Unauthorized Transaction has occurred.
Protection from Unauthorized Transactions To protect yourself from unauthorized activity in your Kade account, you should regularly log into your Kade account and review your activities. We may not notify you of each transaction by sending an email. You should review your account's transactions to ensure that each transaction was authorized and accurately completed. We will try our best to protect you from unauthorized activity in your Kade account.
What is not considered an Unauthorized Transaction
The following are NOT considered Unauthorized Transactions:
- If you give someone access to your Kade account and they use your Kade 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 the actions described under Refunds, Reversals and Chargebacks.
What is an error An “error” means the following:
- When money is either incorrectly taken from your Kade account or incorrectly placed into your Kade account, or when a transaction is incorrectly recorded in your Kade account.
- You send a payment and the incorrect amount is debited from your Kade account.
- An incorrect amount is credited to your Kade account.
- A transaction is missing from or not properly identified in your Kade account statement.
- We make a computational or mathematical error related to your Kade account.
In case of errors contact us through the Help Center on the Kade website; 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. We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question.
Third party integration .We may use third parties' software or services in order to give our users a better service. Although we at @kade continuously monitor and evaluate their services, we are not responsible for their services, errors and other related issues. If a user chooses any of the third party services to connect to Kade , it is the user's responsibility to validate and communicate with them directly. Kade may provide connectivity to third parties which users have selected without any evaluation or monitoring. For example, Kade uses independant PSPs (Payment Service Provider) to process, collect or refund payments to/from authorized merchants on Kade . If you are using Kade to operate your business, you will be providing us the name and other details needed to connect to your preferred PSP. Kade is not responsible for fees, charges and disputes imposed to your merchant account by the PSP. Kade does not charge any fees on payment transactions unless it's agreed and accepted by the user.
Communications Between You and Us
If you provide us your mobile phone number, you agree that we, including our affiliates, may contact you at that number using autodialed or prerecorded message calls or text messages to:
- service your Kade branded accounts
- investigate or prevent fraud
- collect a debt
We will not use autodialed or prerecorded message 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. We may communicate with you about your Kade account electronically through Kade or email. You will be considered to have received a communication from us, if it’s delivered electronically, 24 hours after the time we post it to our website or email it to you. You acknowledge and understand that while your communications with us may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by us, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
Our suspension and termination rights We, in our sole discretion, reserve the right to suspend or terminate this user agreement, access to or use of our websites, software, systems operated by us or on our behalf or some or all of the Kade services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted money being held for you. Security interest As security for the performance of your obligations under this user agreement, you grant to us a lien on, and security interest in and to, money in your Kade account and any other funds held in our possession. Amounts owed to us We may deduct amounts owed to us, in whole or in part, from money that is sent to your Kade account later, either by you or from payments sent to you. While you owe amounts to us, we may:
- reverse payments you have sent
- engage in collection and other efforts to recover such amounts from you, including, but not limited to, making attempts on your linked payment methods to cover the amounts
- place a limitation or take other action on your Kade account
If you have more than one Kade account, even if you have those accounts without our authorization and in breach of this agreement,
we may set off amounts owed to us in one Kade account against money in or money sent to your other Kade account(s).
If you continue using your Kade account when you have amounts owed to us, you authorize us to combine amounts owed to us with any debit or transaction sent from your account.
In addition to the above, if you have a past due amount owed to us, including our affiliates, we may debit your Kade account or accounts held at our affiliates or various products to pay any amounts that are past due.
IF YOU HAVE AMOUNTS PAST DUE, YOU SHOULD CONFIRM THAT YOUR PAYMENT METHODS CONTAIN FUNDS SUFFICIENT TO COVER ANY AMOUNTS PAST DUE.
Insolvency proceedings 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’ll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this agreement.
Assumption of rights If we invalidate and reverse a payment that you made to a recipient (either at your initiative or otherwise), you agree that we assume your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, at our discretion.
No waiver Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. Indemnification and Limitation of Liability In this section, we use the term “Circles Pay” to refer to Circles Pay, Inc., our parent Circles Pay Holdings, Inc., and our affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.
You must indemnify Circles Pay for actions related to your Kade account and your use of the Kade services. You agree to defend, indemnify and hold Circles Pay harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this user agreement, your improper use of the Kade services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Kade account or access our websites, software, systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf, or any of the Kade services on your behalf.
Limitation of liability
Kade’s liability is limited with respect to your Kade account and your use of the Kade services. In no event shall Circles Pay be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf, any of the Kade services, or this user agreement (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, Circles Pay is not liable, and you agree not to hold Circles Pay responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, 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, our websites, software, systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf, or any of the Kade services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf and any of the Kade services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf or any of the Kade services or any website or service linked to our websites, software or any of the Kade services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf or any of the Kade 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 Kade account; 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 this user agreement or our policies.
Disclaimer of Warranty and Release
The Kade services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We do not have any control over the products or services provided by sellers who accept Kade as a payment method, and we cannot ensure that a Kade user or a seller you are dealing with will actually complete the transaction or is authorized to do so. We do not guarantee continuous, uninterrupted or secure access to any part of the Kade services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the Kade services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because the Kade 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 the foregoing disclaimers may not apply to you.
Your Release of Us If you have a dispute with any other Kade account holder, you release us 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. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Agreement to Arbitrate
If a dispute arises between you and Circles Pay regarding the Kade services or otherwise, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Circles Pay regarding the Kade services may be reported to customer service online through the Kade Help Center at any time. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS USER AGREEMENT MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES.
The forum for arbitration shall be in the city closest to your residence having a federal district courthouse. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. To the extent allowed by applicable law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this user agreement including, but not limited to, any claim that all or any part of this user agreement is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any non-frivolous claim, Circles Pay will pay the costs of the arbitration (but not your attorney fees), up to $3,000. This user agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this agreement to arbitrate. First, if we reasonably believe that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in New York City, New York, if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within New York City, New York for the purpose of litigating such claims or disputes.
Waiver of Right to Jury; Class Action Waiver TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.
Content Posted by Users
When using Kade’s products and services, you may have the ability to post content (e.g., payment descriptions, business description, comments and/or photos). You are solely responsible for all content that you provide, post, upload or submit. We are not responsible for evaluating the accuracy, truthfulness, usefulness, legality, safety, morality or applicability of any content posted by users on Kade. Circles Pay does not endorse, guarantee, make representations or provide warranties regarding any such content. Kade may, in its sole discretion, reject or remove any content that violates our content standards below or for any other reason we deem the content inappropriate. Circles Pay shall have no obligation to monitor content posted, uploaded or submitted by a user, but may do so at its sole discretion. Circles Pay is not responsible for any failure or delay in removing any such content.
Content Standards You may not post or submit any content that violates our Acceptable Use Policy or any content that is:
- false, misleading, deceiving, inaccurate or dishonest
- defamatory or invasive of another person's right of privacy or right of publicity
- harmful, obscene, harassing, abusive, offensive, objectionable, violent or condoning violence or harm, displaying nudity or sexual activity, or otherwise unfit for publication
- inciting hatred of individuals or groups based on race or ethnic origin, religion, nationality, disability, gender, age, veteran status, or sexual orientation/gender identity; portraying or inciting animal cruelty or neglect
- illegal, such a criminal activity, terrorism, obscenity, child pornography, human exploitation, gambling, drug use, firearms or ammunition, and piracy
- infringing intellectual property or other proprietary rights of any party, or not authorized, such as content that you did not create or do not have the permission to use
- creating a privacy or security risk to any person
- spam, letters or pyramid schemes
- in Circles Pay’s sole discretion, objectionable or exposes users to harm or liability
Please report inaccurate, inappropriate or offensive content, policy violations or other violations to our Content Standards (other than intellectual property infringement claims, which are covered in section Submitting Intellectual Property Complaints)
Our trademarks "KadePay.com," "Kade," and all logos related to the Kade services are either trademarks or registered trademarks of Circles Pay or Circles Pay’s licensors. You may not copy, imitate, modify or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Circles Pay. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by us for the purpose of directing web traffic to the Kade services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Kade or the Kade services or display them in any manner that implies Kade’s or Circles Pay’s sponsorship or endorsement. All right, title and interest in and to the Kade websites, any content thereon, the Kade services, the technology related to the Kade services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Circles Pay and its licensors.
License grants, generally If you are using our software such as an API, developer’s toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then Circles Pay grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use our software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the Kade services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, us and third parties. We may update or discontinue any software upon notice to you. While we may have (1) integrated certain third-party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third-party materials and technology to facilitate providing you with the Kade services, you have not been granted and do not otherwise retain any rights in or to any such third-party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third-party materials or technology, or otherwise create any derivative works from any of the software or third-party materials or technology. You acknowledge that all rights, title and interest to our software are owned by Circles Pay and any third-party materials integrated therein are owned by our third-party service providers. Any other third-party software application you use on the Kade websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that Circles Pay does not own, control nor have any responsibility or liability for any such third-party software application you elect to use on any of our websites, software and/or in connection with the Kade services.
License grant from you to Circles Pay; intellectual property warranties We do not claim ownership of the content that you provide, upload, submit or send to us. When you provide content to us or post content using Kade services, you grant us, our affiliates and our users (including parties that we work with) a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable and worldwide license to duplicate, copy, display, publish, upload, perform, distribute, modify, create derivative works, delete, post, forward to others and otherwise use your content and associated intellectual property and publicity rights to help us improve, operate, promote, advertise and market our current services and develop new ones, in any form, medium or technology now known or later developed. We will not compensate you for any of your content. You further represent and warrant that (1) you own or otherwise have all the licenses, rights, consents and permissions in your content necessary to make the above license and grant, (2) your content is accurate and (3) your content and our use of your content do not and will not infringe any intellectual property, privacy, proprietary or publicity rights, or otherwise violate confidentiality obligations, these terms or applicable law. Further, you agree to waive your moral rights and promise not to assert any rights in your content against us.
Submitting Intellectual Property Complaints We respect the intellectual property of others and require that Kade account holders comply with relevant intellectual property laws, including copyright and trademark laws. We may, in appropriate circumstances and at our discretion, limit or terminate the use of our products or services for users who use or publish content on the Kade platform that is subject to intellectual property rights claims. Kade will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe your intellectual property rights have been infringed by content on the Kade platform, you may request a removal of this content from our website by contacting us. If you believe that content you posted on the site was removed, or access to it was disabled, by mistake or misidentification, you may file a counter-notification with us by submitting a written notification to the email or address above pursuant to the DMCA. We may terminate an infringer’s access to Kade products or services in our sole discretion and we have a policy to terminate accounts of repeat infringers.
Assignment You may not transfer or assign any rights or obligations you have under this user agreement without our prior written consent. We may transfer or assign this user agreement or any right or obligation under this user agreement at any time.
Consumer fraud warning We’re always looking for ways to help keep you even more secure. So stay on the lookout for some of these common scams:
- Seller Scam: a scammer sends you a fraudulent payment for goods or services you provide outside of Kade.
- Accidental Payment: a scammer sends you a fraudulent payment, claims it was accidental, and asks that you return their money.
Always use common sense when sending money. If something sounds too good to be true, it probably is. Only send money for yourself and not for others. Remember that if you don’t make a Qualifying Payment, you’re not covered by Kade Purchase Program. Please let us know immediately if you believe someone is trying to scam or defraud you by contacting us.
Dormant accounts If you do not log in to your Kade account for two or more years, we may close your Kade account and send any of your funds held in our possession to your primary address (if we have verified the required identifying information that you have provided to us) or, if required, escheat (send) any of your funds held in our possession to your state of residency. We will determine your state of residency based on the information provided for your Kade account. If your address is unknown, any of your funds held in our possession will be escheated to the State of Delaware. Where required, we will send you a notice prior to escheating any of your funds. If you fail to respond to this notice, your funds held in our possession will be escheated to the applicable state. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator.
Governing law You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this user agreement, the laws of the State of California, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between you and Kade regarding your use of the Kade services.
Identity authentication You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:
- asking you for further information, such as your date of birth, a social security or taxpayer identification number, your physical address and other information that will allow us to reasonably identify you;
- requiring you to take steps to confirm ownership of your email address, phone number or financial instruments;
- ordering a credit report from a credit reporting agency, or verifying your information against third party databases or through other sources; or
- requiring you to provide your driver’s license or other identifying documents.
Anti-money laundering and counter-terrorism financing laws may require that we verify the required identifying information if you use certain Kade services. We reserve the right to close, suspend, or limit access to your Kade account and/or the Kade services in the event that, after reasonable enquiries, we are unable to obtain information about you required to verify your identity.
Kade is only a payment service provider We act as a payment service provider only. We do not:
- Act as an escrow agent with respect to any money sent to you on Kade 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;
- Determine if you are liable for any taxes; or
- Unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from your use of our services.
State disclosures In addition to reporting complaints about the Kade services directly to us as described above, 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 866-275-2677. If you are a California resident, you have a right to receive communications about your Kade account and the Kade services by email.
Your use of information; Data protection laws If you receive information about any Kade customer, you must keep the information confidential and only use it in connection with the Kade services. You may not disclose or distribute any information about Kade 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 Kade customer or use the Kade services to collect payments for sending, or assist in sending, unsolicited emails to third parties. The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this agreement. In complying with such laws, you will:
- implement and maintain all appropriate security measures for the processing of personal data; and
- not knowingly do anything or permit anything to be done which might lead to a breach of any privacy data protection laws by us.