Wishes Donation Agreement

Updated September 13, 2023

This Donor Agreement (“Agreement”) constitutes an agreement made between you, the donor either personally as an individual, organization or authorized user of an organization, family or cause (“Client,”) (collectively with Client, “you” or “your,” which also includes any authorized user under your account. This Agreement contains the material terms and conditions that apply to your use of the Wishes platform as a donor enabling you to manage delivery, receipt and insights of electronic disbursements you have decided to support.  It is an agreement between you the (Donor) and Founder Sass Society Inc, a 501c (3) public nonprofit (Wishes), and by registering for or being authorized to use Wishes’ donation platform, you agree to be bound by the Wishes Terms and conditions. If you do not agree to these Terms, you may not use or access the Wishes Platform.

Read this Agreement and Terms (and any future amendments) carefully and retain a copy for your records.

In addition to certain capitalized terms defined throughout this Agreement, the defined terms set forth in Section 26 shall apply to this Agreement.

We may change these Terms and conditions or add new terms at any time, with or without cause, and without giving you notice, subject to Applicable Law.  In addition, we may suspend, cancel, add, modify or delete any feature offered in connection with the Wishes Platform at our sole discretion at any time, with or without cause, and without giving you notice, subject to Applicable Law.  We reserve the right, subject to Applicable Law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated Agreement on the Wishes Site, your dashboard interface to the Wishes Platform, or delivering notice of changes electronically to the e-mail address or to the mobile number on file with your account.

IMPORTANT INFORMATION ABOUT OPENING AN ACCOUNT

To help the U.S. government fight terrorism and money laundering, federal law sometimes requires us to obtain, verify and record information that identifies each person who registers for an Account.  What this means for you: when you open and/or register for an Account, we will ask for your name and address.  We appreciate your understanding and cooperation.

For bank account validation (to ensure that your account is authorized and valid and linked to you), Wishes relies on Plaid. By agreeing to this Agreement, and to enable these services, you acknowledge that you understand and accept the Plaid Inc. Terms of Use and Privacy Policy, available at https://plaid.com/legal/, in addition to this Agreement and Wishes Privacy Policy.

For Fraud prevention and account validation Wishes uses other partners which can be found in our partners section located on our website.  By agreeing to this Agreement, and to enable these services, you acknowledge that you understand and accept the Wishes and Wishes Partners Terms of Use and Privacy Policy available at: https://www.wishes.inc/wishes-privacy-policy/ 

1. Use of the Wishes Platform.
2. Wishes role as service provider.

The Wishes platform allows donors to connect with Wishers and get the resources and support those people or causes need in times of crisis.  To establish an account as a donor to send Payment Transfers by credit card, Wishes may need to gather information to validate requests to send funds to stories, charities or causes.  When you use the Wishes Platform, you are authorizing Wishes to connect donor funds to Wisher stories who are receiving funds.

1. Wishes Acknowledgment of your Charitable Tax Donation.

To claim your charitable tax donation on the Wishes Platform, you hereby acknowledge and affirm that any donations made through the platform are authorized as a charitable tax donation.  You further hereby appoint Founder Sass Society Inc (Wishes) to receive funds intended for recipients of the donation (Wishers) by means of virtual credit cards which are automatically tied to applications and partners to spend those designated funds through the Wishes platform.

1. Liability for Donors

Except as required by Applicable Law, we are not responsible for the fulfillment of products or resources curated through our affiliate partners used by Wishers.  Wishes acts as a marketplace for resources and services to support Wishers’ needs, and allows Wishers and donors to connect, but does not provide the actual service or product procurement.  If an item or service that was purchased is unsafe, not delivered, is different than was represented, or otherwise does not meet your needs or expectations, the Wishes support team will help resolve those issues related thereto through Wishes customer support department if you used our Wisher portal or app to make the purchases.

2. Eligibility

By using the Wishes Platform, you represent and warrant that: (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; © you are over the age of 18; (d) your use of the Services does not violate any applicable law, regulation, rule, standard, or guideline that governs your use of the Wishes Platform, including without limit all State, local, municipal, governmental, federal, and industry standard (collectively, the “Rules,”); (e) you are authorized to agree to this Agreement; (f) you will comply with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et. seq. (“FCRA”), as amended by the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”) and thereafter from time to time, the Americans with Disabilities Act (“ADA”) and other applicable equal opportunity laws, the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. § 6801 et. seq. (“GLBA”), the Driver’s Privacy Protection Act of 1994, 18 U.S.C. § 2721(b)(3) (“DPPA”), the laws of the applicable state issuing Motor Vehicle Records (“MVR”), the Equal Credit Opportunity Act (“ECOA”), the Truth in Lending Act (“TILA”) and all other applicable local, state and federal laws regarding Information, as well as the Wishes permissions and limitations.

3. Registration.
4. Establishing an Account.

To open an Account, you must provide your name, email and mobile number to Wishes. If you successfully register for an Account as a donor, you will be able to send funds.  An account can be activated through the app after providing the required information or by logging in to your dashboard at www.wishes.inc.  Payment Transfers scheduled using your Account will be funded to Wishers beneficiary accounts that similarly must be approved by Wishes and/or partners.

1. Account Password.

When you register for your Account on the Wishes Platform, you will be asked to create a unique password and validate your mobile number. You must keep your password confidential and not disclose it to others. You should not write or keep your password with information regarding your Account.

WARNING: If you believe that anyone has accessed your password without your authorization, you should INFORM US immediately and change your password immediately to avoid unauthorized use of your Account. Email: connect@wishes.inc. If you lose or cannot remember your password, you will need to change it online or through the app on the Wishes Platform.

You shall solely be responsible for the management of, security, and access to the Wishes Platform and use thereof, and shall safeguard and maintain confidential login information, including user IDs, passwords, and other secure identification mechanisms, whether provided or created through direct user account creation, email, or instructions provided to administrators, sales agents, and customer service representatives. You shall not disclose or share its login information with any other person.

1. Verification Requests.

You agree to cooperate with Wishes’ requests, to authenticate your identity, validate your Payment Transfer sources and your mobile telephone number.

1. Receipt of Funds to Your Donor Account and/or Non-Activity.

Following your completion of the enrollment process as detailed above, we will send you an e-mail confirmation each time your Program Participant notifies us that funds have been received or are ready to be remitted to Wisher Accounts/stories.  You will be required to schedule a Payment Transfer to transfer funds out of your account to Wisher Participant selected within 30 days from the date your Account is credited the amount of that Payment Transfer.  If you neglect to update your Account to designate a default recipient of the aforementioned Payment Transfer, then at the expiration of the 30-day deadline, you authorize Wishes to transfer any unremitted funds to a virtual credit card with a Wishers story fitting the same category requirements or return it to your account as unclaimed. The Donor Participant can re-remit any returned funds from a Wishers Account toward a membership https://www.wishes.inc/ambassador/

1. Authorized Users.

You as the donor will be liable for all Payment Transfer fees arising from any use of your Account on the Wishes Platform, which comes off the total donated. If you permit another person to use your Account, or fail reasonably to protect your Account, you will be responsible for any Payment Transfers scheduled through the Wishes Platform and any fees incurred therefrom by such person. If you believe your Account has been compromised or is being used in a manner by someone other than you and not in accord with your instructions for use, then we strongly encourage you to change your password which will revoke access by such offending party.  You may do so on the Wishes App or website.

Wishes is not a Payroll Provider and therefore, you expressly warrant that your use of the Wishes Platform complies with state law, and you expressly agree to assume all liability related to any use to receive or remit payroll obligations and any use to pay wages, compensation (including bonuses or incentive Payment Transfers), or benefits to anyone. Please note that online Payment Transfers scheduled on the Wishes Platform must be done using your log-in credentials for your Account.

Your Account may not be used to make or receive Payment Transfers for any type of illegal activity or prohibited sale or gambling or as otherwise prohibited by these Terms, and you agree not to engage in any such illegal or prohibited activity when you use (or allow others to use) your Account. See also Section 9 for a list of restricted activities which are prohibited under this Agreement.

Other than as permitted by this Agreement, your Account is not transferable, and you agree not to permit any other person to use your Account unless authorized by you. You are wholly responsible for the authorized use of your Account in accordance with this Agreement.  Unless Applicable Law provides otherwise, you will be responsible for any use by any person who you authorized to use your Account, even if that person does not honor your instructions or disregards any limits on use that you communicated to that person.

1. Payment Transfer Scheduling

Donors may use the Wishes Platform to schedule one-time Payment Transfers to Wisher (individual or nonprofit) Participants.  Scheduling Payment Transfers can be accessed on the Wishes Platform. The amount of each Payment Transfer requested by you will be debited via any of the authorized payment methods, which include credit from your Account immediately upon submission of your request through the Wishes Platform. Payment Transfers processed through credit card are sent via ACH no later than the second business day after initial payment. Payment Transfers completed via ACH will generally be credited to the Wisher Participant on the next business day after processing. If a Wisher Participant rejects an ACH Payment Transfer, we will re-credit your Account for the Payment Transfer less any fees associated therewith.

To assure the timeliness of your Payment Transfer to a Wisher Participant, you must submit your request and have the requisite Available Funds in your Account, if your Account is in good standing, the Payment Transfer requested will be made.

With respect to scheduled Payment Transfers to any Wisher Participant (the “Cut-Off Time” in respect of such Wisher Participant), Donors may cancel a Payment Transfer request to a Wisher Participant by logging into the donor Account, clicking on the Wisher Participant funded and modifying your Payment Transfer within 24 hours of funding.   After 24 hours applicable Cut-Off Time with respect to a scheduled Payment, Transfer to a Wisher Participant is no longer an option.

Program Participant Payment Transfer requests can only be submitted for immediate processing. Wishes shall have no liability in the event Wishes cannot complete a Donor Participant Payment Transfer request due to insufficient funds in your Authorized Account or due to the Payment Transfer to the Program Participant being blocked for any reason.

We reserve the right, subject to Applicable Law, to change the amount of your Donor Payment Transfer limits, and to limit, block or place a hold on certain types of Payment Transfers, and/or suspend your access to the Donor Payment Transfer request service, at our sole discretion.

Donor Participant Payment Transfer Timing.

Please note that due to circumstances beyond our control, particularly delays in the handling and posting of Payment Transfers by the Donor Participants, some Donor Payment Transfer requests may take longer to be credited to Wisher Participants as “received,” and may be credited as “paid” after the “Arrival” date set forth in your Donor Payment Transfer request confirmation.  You are responsible for input errors made by you or your Wisher Participant(s) or charges related to your failure to initiate Payment Transfers through the Wishes Platform timely or with incorrect or inaccurate information.

Accuracy of Information.

You are responsible for the accuracy of all information you provide in connection with each Donor Payment Transfer request you initiate, including the identifying information of the Wisher recipient’s story and the amount of the Payment Transfer. You expressly agree to indemnify defend and hold Wishes harmless related to any inaccurate or incorrect information.

4. Scheduling and Making Payment Transfers.
5. Payment Transfer Limits.

You may use your Account to schedule a Payment Transfer request(s), subject to the “Payment Transfer Limits,” which shall mean and refer to the limits that we set for your donor account and any fees that may apply to your scheduled Payment Transfers. All such Payment Transfers shall be made by the selected Payment Method for up to three (3) categories supported to any wisher participants and are made available 24 hours from approval and submission. The donor 24-hour clock starts at the time donor sends the funds to selected Wisher recipient.

We reserve the right, subject to Applicable Law, to modify the amount of your Payment Transfer Limits, or to limit, block, or place a hold on certain types of Payment Transfers and/or limit, suspend or block your Payment Transfers to other Accountholders in Wishes’ sole discretion.

1. Authorizations.

Each time you initiate a Payment Transfer through the Wishes Platform, you authorize us to debit your Account in accordance with your instructions and these Terms. Your authorization permits us to complete the Payment Transfer (including deducting any applicable fees), to correct any errors in the Payment Transfer, and, in our sole discretion, to resubmit any Payment Transfer that is rejected by a financial institution that holds the linked Account(s), to the extent permitted by Applicable Law. All transfers must comply with Applicable Law.

1. Refused and/or Returned Payment Transfers.

In the event an intended Wisher recipient refuses or fails to accept your Payment Transfer, you expressly agree that you will not hold us liable for any damages resulting from such refusal or failure. We will return to your linked Account any Payment Transfer that has not been accepted by the recipient in accordance with these Terms seven (7) days after the date you initiated the Payment Transfer minus any fees incurred for the donation. You will also be presented with other story options or have Wishes find a similar story on behalf of you, the donor. Notwithstanding the foregoing, in the event the recipient informs us they are rejecting your Payment Transfer then we will return such amount to your linked Account within three (3) business days. We can issue a virtual credit card with the balance or in the event you have updated your Account profile to include your linked Account, we can return to the Donor Participant any funds returned and/or refused by a Wisher recipient minus fees 30 days following the date of the return/refusal if you fail to schedule any new Wisher Payment Transfers during that 30-day period.

1. Recurring Payment Transfers from Your Account.

You may pre-authorize and schedule recurring Payment Transfers from your Account to a Wisher recipient or Founder Saas Society within the app. Wishes shall have no liability in the event we cannot complete a recurring Payment Transfer from your Account due to insufficient funds in your Account or the Payment Transfer to the intended party is blocked for any reason.  We will reach out if there are any problems or if your payment is rejected.

Pre-authorized recurring Payment Transfers scheduled through your donor account on the Wishes Platform are subject to the following:

(1) Stop Payment Transfer Rights. If you have scheduled recurring Payment Transfers from your donor Account, you can stop the scheduled Payment Transfers by logging into your Wishes Account and canceling the Payment Transfer request in question as long as its within 24 hours from submission.  If you cancel a scheduled recurring Payment Transfer to a third party, you may still be liable for the Payment Transfer to that party and be required to pay that party through alternative means.

1. Accuracy of Information.

You are responsible for the accuracy of all information you provide about each Payment Transfer you initiate, including the identifying information of the recipient and the amount of the Payment Transfer.

8. Fees and Limits.
9. Schedule of Services and Fees.

Unless you are a resident of an excluded state, or we otherwise waive or do not apply one or more fees in accordance with these Terms of use of the Wishes Platform, a Program and/or other offer we may sponsor from time to time, we will impose the fees for the respective Payment Transfers set forth in Schedule A attached hereto scheduled through your Account unless stated otherwise. All fees are in U.S. Dollars and remain subject to change at our discretion and where notice is provided as required by Applicable Law.

Fees on Donations

2.9% + .30 cents per donation

Membership Fees

Annual Wishes Ambassador fee:  $19.97

10. Liability.
11. 
    Returned or Reversed Payment Transfers, Claims, Fines and/or Penalties.

You are responsible for all returned or reversed scheduled Payment Transfers, claims, fines, penalties and other liability incurred by us, any other Program Participant(s), or a third party caused by or arising out of your breach of this Agreement and/or your use of the Wishes Platform. You agree to reimburse us, the Program Participants, any future third-party service providers and any your Program Participant for all such liability.

We will not be liable for actual or alleged fraudulent Payment Transfers scheduled from your Account on the Wishes Platform and we will have the right to return those Payment Transfers.  You are solely responsible for all Disputes and for all returned or reversed scheduled Payment Transfers.  If a Payment Transfer you receive in your linked Account or a scheduled Payment Transfer of funds credited to your Account is subject to a claim, Dispute, reversal, Chargeback, fine or penalty, or is otherwise returned in any manner for any reason whatsoever, you agree that we may, in our sole discretion, conduct an inquiry into the Payment Transfer, and you agree to cooperate with us and to submit any information we may reasonably request to the extent permitted by Applicable Law.

If we determine in our sole discretion that the subject Payment Transfer is to be properly reversed, we may reverse the Payment Transfer or deduct, withhold, recoup from or offset it against other Payment Transfers scheduled to be sent to you. In addition, you agree that we may immediately remove such amounts from the balance in your linked Account.

1. Taxes.  It is your responsibility to work with a certified tax accountant to appropriately account for any potential tax credits due, what additionally you need to collect, report, or remit to the appropriate tax authority. Founder Sass Society 501c (3) (Wishes) will acknowledge any donation made by donors and those acknowledgement letters can be downloaded from your portal anytime. Reports will show your donation contribution along with a detailed report of how the money was spent by the Wishers.  Annual and Monthly reports are also available for Founder Society members.
2. Erroneous Payment Transfers or Questions about Payment Transfers.

Contact us via email payments@wishes.inc as soon as you can if you think your Payment Transfer statement is incorrect or if you need more information about a Payment Transfer listed on a statement or receipt. We must hear from you no later than thirty (30) days after we make available the Payment Transfer statement (on the Wishes Platform) on which the problem or error appeared.  When notifying us, you must: (a) tell us your name and other relevant information you provided when registering for your Account; (b) describe the Payment Transfer error you are unsure about and explain why you believe it is an error or why you need more information; and (c) tell us the dollar amount of the suspected error.  If you fail to notify us within that time frame, you will be deemed to accept all such payments, charges, Payment Transfers, and fees and expressly waive your right to dispute any errors or inaccuracies.

If you contact us by phone, we may require that you send us your complaint or question in writing by email within ten (10) business days.  We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly.  If, however, we need more time, we may take up to forty-five (45) days to investigate your complaint or question.  For errors involving new accounts or foreign-initiated Payment Transfers, we may take up to ninety (90) days to investigate your complaint or questions.  For new accounts, we may take up to twenty (20) business days to reapply funds to your account for the amount you think is in error. We will tell you the results of our investigation within three (3) business days after completion, and we will correct any error promptly. If we decide that no error occurred, we will send you a written explanation. You may request copies of the documents that we used in our investigation.

If we initiate a Payment Method transfer from your linked Account or credit card to cover a scheduled Payment Transfer using the Wishes Platform, then this paragraph and the next paragraph applies to such Payment Transfers.  ALL QUESTIONS ABOUT SUCH SCHEDULED REMITTANCES MADE THROUGH YOUR ACCOUNT INVOLVING PAYMENT METHOD TRANSFERS FROM YOUR LINKED BANK ACCOUNT TO FUND THE SCHEDULED REMITTANCE MUST BE DIRECTED TO US AND NOT TO THE BANK, CARD, OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR BANK ACCOUNT, CARD, OR ACCOUNT; for such scheduled Payment Transfers, we are responsible for the Wishes Platform and for resolving any errors involving scheduled Payment Transfers made from your Account.

Wishes Platform Payment Transfers involving certain Payment Methods, including ACH debits or credits to your linked Account, will appear on the statements issued by your bank, Card, or Account. If you have any questions about a Payment Transfer scheduled through your Account that involves a Payment Method transfer from your linked Account, Credit Card, or other payment instrument please call Customer Service at 844-450-0808, write us at Wishes Inc, P.O. Box 1162 Los Gatos, CA 95030 or preferably email the Wishes team at support@wishes.inc

12. Unauthorized Payment Transfers.

Tell us AT ONCE if you believe someone has scheduled or may schedule a Payment Transfer from your Account without your permission, or if you believe that a Payment Transfer or Payment Method Transfer has been made without your permission using information from your Account. Telephoning us 844-450-0808 and emailing us a payments@wishes.inc is the best way of keeping your possible losses down.

If you do not, you may be liable for the unauthorized use of your Account. Also, if your periodic statement lists Payment Transfers you did not schedule, tell us at once. If you do not tell us within one (1) business day after the Payment Transfer is made available, you may not get back any money you lost.

1. Risk and Account Pause.

Notwithstanding anything to the contrary contained in this Agreement, if we believe there is risk associated with your Account, we reserve the right, in our sole discretion, to the extent permitted by Applicable Law, to pause all Account activity, in addition to exercising any additional remedies available to us, up to and including termination of this Agreement, and/or take any other action that we determine is appropriate to protect against any such risk associated with your use of the Wishes Platform. We will pause Account activity by one or more of the following methods, in accordance with our standard policies and procedures, as determined in our discretion: (i) withholding amounts, in whole or in part, from a scheduled Payment Transfer we otherwise would make to you from your Program Participant under this Agreement, in amounts that we deem appropriate based on the perceived risk associated with your use of the Wishes Platform  (ii) placing a “hold” on any or all funds held in your linked Account(s), or (iii) requiring you to deposit funds or other collateral with us, subject to our prior written approval.

We may, in our sole discretion, deduct and withhold from, and recoup and set-off against the Account: (i) any amounts you owe us or any of our Affiliates under this Agreement or any other agreement between you and us; (ii) any costs incurred by us in connection with the administration of the Hold-Back, including collections and attorneys’ fees; and (iii) any costs incurred by us as a result of your failure to fulfill any obligations to us, or any of our Affiliates, including attorneys’ fees and our costs of handling Disputes.

We may, in our sole discretion, take other reasonable actions to protect our rights and rights of any of our Affiliates, including changing the speed or method of Payment Transfer for scheduled Payment Transfers or Payment Method transfers or charging you fees for Disputes.

1. Suspension of Use; Cancellation; Closure.

We, in our sole discretion, may limit your use of, suspend or terminate your privileges with respect to your Account with or without cause or notice, other than any notice required by Applicable Law.  Closure of your Account will prohibit your access to the Wishes Platform.

If we decide to close or suspend use of your Account, we will send an email to the primary email address we have in our records for you.  Upon closure of your donor Account, you must immediately discontinue use of your Account.  Our closure of your Account will not affect your obligations under this Agreement.

14. Disclaimer of Warranties; Limitation of Liability.

Disclaimers.   By operating the Wishes Platform, we do not represent or imply that we endorse any content, Contributions or other content available on or linked to or by the Wishes Platform, including without limitation content hosted on third party websites, or that we believe such Services or content to be accurate, useful or non-harmful.  YOU AGREE THAT YOUR USE OF THE WISHES PLATFORM WILL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WISHES PLATFORM AND YOUR USE THEREOF.  (A) ERRORS, MISTAKES OR INACCURACIES OF THE SERVICES, CONTENT, REPORTS, AND MATERIALS,

(B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WISHES PLATFORM OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WISHES PLATFORM OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR WISHES PLATFORM BY US OR ANY THIRD PARTY, (F) CLIENT’S INTERNAL DATA SECURITY, AND/OR (G) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WISHES PLATFORM.  WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE WISHES PLATFORM OR ANY HYPERLINKED WISHES PLATFORM OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.  WE SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU REGARDING THE WISHES PLATFORM, ACCOUNTS, ANY FEATURE THEREOF, OR ANY SUBJECT MATTER COVERED BY THE SUBSTANCE OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.  WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE WISHES PLATFORM OR PROGRAMS OFFERED THEREON WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OR USE OF THE VIRTUAL CARD PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.  WE WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF SCHEDULED REMITTANCES OR USE OF THE WISHES PLATFORM.  YOU MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

IN NO EVENT SHALL WE BE LIABLE FOR ANY CLAIMS OR DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER CAUSED BY NEGLIGENCE ON THE PART OF OUR EMPLOYEES, SUPPLIERS OR AGENTS OR OTHERWISE, BEYOND THE SUM OF $5,000 IN THE AGGREGATE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL WE OR ANY OF OUR DIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY (i) COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER ARISING DIRECTLY OR INDIRECTLY, EVEN IF WE OR ANY OF OUR DIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OR REPRESENTATIVES HAVE BEEN ADVISED SUCH DAMAGES MIGHT OCCUR .

NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT OUR LIABILITY FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. The laws of certain states or other jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply, some or all of the above exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement.

THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT OR USE WISHES PLATFORM OR ANY APPLICABLE PROGRAMS OFFERED THEREON.

15. Our Right to Manage the Wishes Platform and Terminate Users.

1. Wishes Platform Management.  We reserve the right but do not have the obligation to: (a) monitor the Wishes Platform for violations of this Agreement; (b) take appropriate legal action against anyone who, in our sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities, Card Brands, or other entities or organizations; (c) in our sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any feature or any portion of the Wishes Platform that may violate this Agreement, the Rules, or any of our policies; (d) in our sole discretion and without limitation, notice or liability to remove from the Wishes Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; (e) terminate any authorized user, your, or Client’s access to the Wishes Platform or Services; and (f) to otherwise manage the Wishes Platform in a manner designed to comply with the Rules, protect the rights and property of us and others and to facilitate the proper functioning of the Wishes Platform.

1. b) Right to Terminate Users.  WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WISHES PLATFORM TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
2. Payment Transfer History, Notices & Communications.

1. Periodic Statements.

Periodic statements will be made available in the app as well as electronically upon request monthly at no charge. Electronic statements will be available for twelve months (12) months with no activity from when we make the statement first available to you for viewing. You can also view scheduled Payment Transfers at any time online at no charge when you log into your Account.  If your Account is closed, you will not be able to log in and view statements and must telephone us at 844-450-0808.

Your Account’s scheduled Payment Transfer history is available for the prior ninety (90) days while your Account is open. Subject to Applicable Law, we will retain scheduled Payment Transfer records for up to three (3) years from the date of the scheduled Payment Transfer.

1. Notices.

By registering for the Wishes Platform, establishing your Account and accepting these Terms, you consent to receive notices and information (including legally-required notices and information which you may otherwise have the right to receive in paper form, except as otherwise specified in this Agreement) via email to the primary email address we have in our records for you regarding your Account and/or through notices delivered from us to your Account on the Wishes Platform, as well as the Payment Transfer of funds scheduled from your Account.  All notices and information sent to you via email and/or your Account will be deemed to be in writing and received by you when sent to you.  You can manage your preferences for receiving messages from us by logging into your Account via your member profile on the Wishes Platform which will include transaction history, a list of all linked accounts, reporting and Account user information.

1. Telephone Monitoring/Recording.

From time to time, we may monitor and/or record telephone calls between you and us to ensure the quality of our customer service or as required by Applicable Law.

17. Confidentiality and Disclosure of Information.

We will disclose information to third parties about the Payment Transfers scheduled from your Account: (i) where it is necessary for completing such Payment Transfers; (ii) in order to verify the existence and condition of your Account or linked Account for ourselves, a Program Participant, or for a third party as required; (iii) in order to verify your identity or any accounts you hold (including wireless service accounts); (iv) in order to comply with government agency or court orders; (v) if you give us your written permission; or (vi) in accordance with our Privacy Notice and Privacy Statement, which can be found on the Wishes Platform.  We may disclose your first name, last name and email address to the other Wishes Platform Accountholder or Program Participant that you are seeking to remit with or are scheduling a Payment Transfer with via the Wishes Platform (e.g., if you initiate a Request Money Payment Transfer, we will share your first and last name and email address with the other Wishes Platform Accountholder from whom you are requesting the money). We may also show your name in that Accountholder’s Payment Transfer history.

18. Intellectual Property Rights. 

1. Intellectual Property Ownership.  Except for contributions that are expressly owned by third parties, but including all other data collected by us such as transaction and Payment Method data, the content on the Wishes Platform, including without limitation, editorial or other content original to any website or portal to access your Card or Account (“Materials”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Wishes or its third-party vendors, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. 
2. Use of Intellectual Property.  The Wishes Platform is provided to you AS IS for your information and use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, reverse engineered, or otherwise exploited for any other purposes whatsoever without the prior written consent of us and/or third parties.  We reserve all rights not expressly granted in and to the Card, Account and the Materials.  You agree not to engage in the use, copying, or distribution of any of the Materials other than expressly permitted by us, including any use, copying, or distribution of third parties’ materials obtained through the Card, Account and the Materials for any commercial purposes.  If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein.  You agree not to circumvent, disable or otherwise interfere with security related features of the Materials or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Materials therein.
3. Improvements. You may suggest or provide us with certain improvements, concepts, ideas, know-how, techniques, software (including, without limitation, programs), program listings and programming tools and documentation including, without limitation, manuals, techniques, reports and drawings developed or owned by you (collectively “Improvements,”) to improve the Materials.  You expressly agree that by supplying any Improvements to us, you agree that Wishes may use the Improvements in any manner and that you waive any claim to ownership should we use or implement the Improvement on the Wishes Platform or otherwise, and that you shall have no interest in or to that property as used by us.
4. Data Sharing, Use, and Sale. We will not collect, store, use, or sell any of Your Geo-Location data, or other data without Your express consent.  Provided that You have given Your express and informed consent, we may share your data with third parties, including any provider of any of the Services, for the purpose of facilitating the compliance with the Rules, improving the Card, Account or Materials, or complying with any provider’s requests.  Further, we may sell your data to third parties.  At any time, You may request information related to what data is collected and used or otherwise sold, and the identities of such third parties that use or gain access to Your data from us.

Our automated systems analyze Your Content, processing history, and other interactions with the Wishes Platform to provide You with the Wishes Platform, improve the Materials, and offer relevant products, services, and features, such as customized search results and tailored advertising. This analysis occurs as your Data is sent, received, and when it is stored.

For more information, visit our Privacy Policy: https://www.wishes.inc/wishes-privacy-policy/ or additional terms for Products and Services. If You submit feedback or suggestions about our Services, we may use Your feedback or suggestions without obligation to You and any such action shall not modify the terms of any agreement between us and You.

19. Modifications.  We may modify this Agreement from time to time with or without notice to you.  We will alert all of Client’s authorized users of such changes by posting those changes on the Wishes Platform.  You agree to be bound to any changes to this Agreement when you use the Wishes Platform after any such modification is posted.  It is therefore important that you regularly review this Agreement to ensure you are informed of any changes.
20. Disputes Between Users. You are solely responsible for your conduct.  We reserve the right, but have no obligation, to monitor disputes between you and other authorized users.
21. Notice and Communications. You expressly authorize that we may contact you, your business, and anyone with access to the communication methods provided to us under our preexisting relationship to offer promotions, special offers, marketing material, and/or information regarding my account, via text, email or telephone in order to facilitate your use of the Wishes Platform.    Your consent hereunder supersedes any request to not be contacted, such as your registry on Do Not Call Lists, and survives for the term hereof and beyond until you expressly request that we not contact you.   

Electronic communications will be deemed received by you when we send the electronic communication to your email address or mobile phone. For those communications or records that we are otherwise required under applicable law to provide in a written paper form to you, you agree that we may provide those communications or records by means of electronic communications. The following additional terms will apply to such electronic communications: (i) You may request a paper copy of such an electronic communication, and we reserve the right to charge a fee to provide such paper copy.

In addition to the electronic communications authorized under this section, statements, notices and other communications to you may be made by mail, e-mail, or other reasonable means. We may also provide notices of changes to these terms or other matters by displaying links to notices on the Wishes Platform.

We will not charge you for text/SMS messages. However, you may see usage charges from your service provider depending on the type of data/rate plan you are currently on. You expressly agree to indemnify, defend, and hold us harmless related to any charges, service interruptions, and/or other issues related to us sending text messages and other communications to the contact information provided by you to us.

Your phone number and personal information will be safely stored in our database.  We do not share or sell this information with anyone, except as specifically disclosed in our Privacy Policy available at https://www.wishes.inc/wishes-privacy-policy/

You can unsubscribe from communications at any time by replying per the instructions and/or clicking on the unsubscribe and/or do not contact link. Notifications can also be modified under your account settings by clicking on notifications.

22. Miscellaneous.
23. Contact Information.

You may contact us by calling Wishes Customer Service at 844-450-0808 or writing to us at Wishes Inc c/o of Wishes – Customer Relations, PO Box 1162 Los Gatos, CA 95030 and preferably by email: support@wishes.inc

1. Business Days.

For purposes of this Agreement, business days are Monday through Friday, other than federal banking holidays.

1. Change of Address.

Tell us immediately if your U.S. postal address, email address or mobile number needs to be updated. If you do not notify us about an address change, information regarding your Account may be mailed or emailed to the wrong person. Any notice we send to you shall be deemed delivered three (3) business days after mailing it to you at the last U.S. mail or postal address you provided for your Account or one (1) business day after emailing it to you at the last primary email address you provided for your Account. You agree we may accept changes of mail or postal address from the U.S. Postal Service.

1. Waiver.

To the extent permitted by Applicable Law, you waive and release us from all defenses, rights, and claims you have or may have against us arising from or relating to this Agreement, the Wishes Platform, or your Account, or any use thereof.

1. Delay of Rights.

We can waive or delay enforcement of any of our rights under this Agreement without losing them.

1. Void Where Prohibited.

Not all services described in this Agreement are available to all persons or at all locations. We reserve the right in our sole discretion, to limit, restrict or prohibit the provision of any such services to any person or in any location. Any offer of a service in this Agreement shall be deemed void where prohibited.

1. Non-Assignability.

You may not assign or transfer this Agreement or any of your rights, obligations, duties, responsibilities, or liabilities under this Agreement without our prior written consent, and any attempt to the contrary without our prior written consent shall be null and void. This Agreement shall be binding on you and your respective executors, administrators, and permitted assigns. We may assign all or portions of our rights and obligations under this Agreement without your approval to any entity which acquires all or substantially all of our assets or to any Affiliate or successor.

1. Severability.

If any provision of this Agreement is determined to be invalid or unenforceable under any Applicable Law, the validity or enforceability of any other provision of this Agreement shall not be affected, and, in lieu of such invalid or unenforceable provision, there shall be added automatically, as part of this Agreement, a provision as similar in terms as may be valid and enforceable, if possible.

1. Entire Agreement.

This Agreement (including all agreements and policies referenced in this Agreement) sets forth the entire understanding and agreement between you and us, whether written or oral, with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or agreements with respect to such subject matter.

1. Survival.

All sections that indicate survival or would reasonably survive shall survive termination.

1. Indemnity.  To the extent permitted by applicable law, You agree to defend, indemnify and hold us, our subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Wishes Platform or Services in violation of the Rules, this Agreement and/or arising from a breach of any of your representations and warranties set forth above and/or if any donor use of Services on the Wishes Platform causes the possibility of being liable to another.

1. Waiver of Right to Trial by Jury. YOU AND WE ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND WE KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY TRIAL WAIVER SHALL NOT AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION PROVISION SET FORTH IN SECTION 19, IF APPLICABLE, WHICH CONTAINS ITS OWN SEPARATE JURY TRIAL WAIVER.

1. Arbitration Provision. Unless you have exercised your right to reject arbitration under subsection (m) below, the following Arbitration Provision will apply:
1. General: Either you or we may elect to arbitrate – and require the other party to arbitrate – any Claim (as defined below) under the following terms and conditions. If you or we elect to arbitrate a Claim, neither you nor we will have the right to: (i) have a court or a jury decide the Claim; (ii) participate in a class action in court or in arbitration, either as a class representative or a class member; (iii) act as a private attorney general in court or in arbitration; or (iv) join or consolidate your Claim(s) with claims of any other person. The right to appeal and the right to pre-arbitration discovery are more limited in arbitration than in court. Other rights that you would have if you went to court may also not be available in arbitration.
2. Definitions: The following definitions apply to this Arbitration Provision, even if terms defined in this Arbitration Provision are defined differently elsewhere in this Agreement:
1. “We,” “us” and “our” means Wishes and its affiliated partners and any subsequent holder of this Agreement. Also, these terms include the parents, subsidiaries, affiliates and successors of such companies, as well as the officers, directors, agents and employees of any of the foregoing. These terms also include any party named as a co-defendant with us in a Claim asserted by you, such as marketing companies, credit bureaus, credit insurance companies, credit card servicers and debt collectors. “You,” “your” and “yours” include each and every person who uses a Card.
2. “Administrator” means the American Arbitration Association (“AAA”), 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org, 800-778-7879; JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018, www.jamsadr.com, 800-352-5267; or any other company selected by mutual agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. You get to select the Administrator if you give us written notice of your selection with your notice that you are electing to arbitrate any Claim or within twenty (20) days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim, within twenty (20) days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with subsection (d) below captioned “No Class Actions” (the “Class Action Waiver”).
3. “Claim” means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement or the Account, including disputes arising from actions or omissions prior to the date of this Agreement. “Claim” has the broadest reasonable meaning, and includes initial claims, counterclaims, crossclaims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). However, it does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Agreement or any part thereof (including, without limitation, the Class Action Waiver, the final sentence in Section 25. (j) under the caption “Survival, Severability, Primacy” and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide.
3. Starting Arbitration: To start an arbitration, you or we must give written notice of an election to arbitrate. This notice may be given after a lawsuit has been filed and may be given in papers or motions in the lawsuit. If such a notice is given, the Claim shall be resolved by arbitration under this Arbitration Provision and the applicable rules of the Administrator then in effect. We will not elect to arbitrate any individual action brought by you in small claims court or your state’s equivalent court, when such action is transferred, removed, or appealed to a different court.
4. No Class Actions: Notwithstanding any language herein to the contrary, if you or we elect to arbitrate a Claim, neither you nor we will have the right to: (i) participate in a class action in court or in arbitration, either as a class representative, class member or class opponent; (ii) act as a private attorney general in court or in arbitration; or (iii) join or consolidate your Claims with claims of any other person, and the arbitrator shall have no authority to conduct any such class, private attorney general or multiple-party proceeding.
5. Location and Costs: Any arbitration hearing that you attend will take place in a location reasonably convenient to you. If you cannot obtain a waiver of the Administrator’s or arbitrator’s filing, administrative, hearing and/or other fees, we will consider in good faith any request by you for us to bear such fees. We will pay for our own attorneys, experts and witnesses and will pay the reasonable fees and charges of your attorneys, experts and witnesses if you win the arbitration. We will pay any of the Administrator’s or arbitrator’s filing, administrative, hearing and/or other fees, and the fees and charges of your attorneys, experts and witnesses, if and to the extent we are required to pay such fees and charges by law or in order to make this Arbitration Provision enforceable.
6. Arbitrator Selection: The arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator. However, unless the parties agree otherwise, the arbitrator must be a retired or former judge or a lawyer with at least ten (10) years of experience.
7. Discovery; Getting Information: In addition to the parties’ rights under the Administrator’s rules to obtain information prior to the hearing, either party may ask the arbitrator for more information from the other party. The arbitrator will decide the issue in his or her sole discretion, after allowing the other party the opportunity to object.
8. Effect of Arbitration Award: Any court with jurisdiction may enter judgment upon the arbitrator’s award. The arbitrator’s award will be final and binding, except for: (1) any appeal right under the Federal Arbitration Act, 9 U.S.C.et seq. (the “FAA”); and (2) Claims involving more than $50,000. For Claims involving more than $50,000, any party may appeal the award to a three-arbitrator panel appointed by the Administrator, which will reconsider anew any aspect of the initial award that is appealed. The panel’s decision will be final and binding, except for any appeal right under the FAA. The costs of any appeal will be borne in accordance with subsection (e) above captioned “Location and Costs.”
9. Governing Law: This Agreement governs transactions involving interstate commerce and accordingly this Arbitration Provision shall be governed by the FAA and not by any state law concerning arbitration. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, applicable statutes of limitation and applicable privilege rules, and shall be authorized to award all remedies available in an individual lawsuit under applicable substantive law, including, without limitation, compensatory, statutory and punitive damages (which shall be governed by the constitutional standards applicable in judicial proceedings), declaratory, injunctive and other equitable relief, and attorneys’ fees and costs. Upon the timely request of either party, the arbitrator shall write a brief explanation of the basis of his or her award. The arbitrator will follow rules of procedure and evidence consistent with the FAA, this Arbitration Provision and the Administrator’s rules.
10. Survival, Severability, Primacy: This Arbitration Provision shall survive the termination of this Agreement, your fulfillment or default of your obligations under this Agreement and/or your or our bankruptcy (to the extent permitted by applicable law). In the event of any conflict or inconsistency between this Arbitration Provision and the Administrator’s rules or this Agreement, this Arbitration Provision will govern. If any portion of this Arbitration Provision, other than the Class Action Waiver, is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. If a determination is made that the Class Action Waiver is unenforceable, only this sentence of the Arbitration Provision will remain in force and the remaining provisions shall be null and void, provided that the determination concerning the Class Action Waiver shall be subject to appeal.
11. Amendment/Termination: Notwithstanding any provision of this Agreement to the contrary, we will not amend this Arbitration Provision in a manner that adversely affects your rights or responsibilities in a material manner unless we give you a right to reject the amendment and/or the Arbitration Provision in its entirety.
12. Special Payment: If (i) you submit a Claim Notice on your own behalf (and not on behalf of any other party); (ii) we refuse to provide you with the relief you request; and (iii) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $7,500 and will double the attorneys’ fees to which you would otherwise be entitled.
13. Attorneys’ Fees and Costs. Except as set forth above, you agree to pay all costs incurred by us or our successors or assigns in collecting unpaid indebtedness or in enforcing this Agreement, including attorneys’ fees and costs, as well as those costs, expenses and attorneys’ fees incurred in appellate, bankruptcy, and post-judgment proceedings, except to the extent such costs, fees, or expenses are prohibited by Applicable Law.

1. Definitions.

For purposes of this Agreement, the following defined terms shall have the meanings set forth below:

1. “Account” means an account, including without limit a bank account, credit card, debit card, and/or electronic wallet established for you in connection with your use of the Wishes Platform.
2. “Accountholder” means the individual or business that registered for and established an Account.
3. “Affiliate” means a person or entity that directly or indirectly controls, is controlled by, or is under common control with us, including our subsidiaries.
4. “Applicable Law” means all applicable local, state, federal, and foreign laws, regulations, ordinances, and statutes, as well as any applicable rules, policies, and procedures established by the National Automated Clearinghouse Association or any applicable electronic Payment Transfer network or card association or network.
5. “Authorized User” means you and any other person whom you have authorized to use or access your Account.
6. “Chargeback” when used as a verb, means our reimbursement from you for the amount of a Payment Transfer subject to such right or the reversal of such Payment Transfer for which we have not funded you; when used as a noun, means the amount of a Payment Transfer subject to reimbursement from you.
7. “Dispute” means a Payment Transfer about which a claim, complaint, or question has been brought.
8. “Wishes app” means the online platform used to access the Wishes Services.
9. “Hold-Back” means a fund established and/or collateral held by us as security for your obligations to us or any of our Affiliates under this Agreement or any other agreements.
10. “Wishes Platform” means the Wishes Platform, currently located at www.wishes.inc
11. “Membership or AmbassadorFees” means the fee associated for individuals, families or organizations to earn an additional 1% cashback on all donations as well as take part in the monthly raffle.
12. “we,” “us,” and “our” refers to Wishes and Banking partners and where applicable, its successors, assigns or service providers.
13. “you” and “your” mean the individual who opens the Account or is authorized to use the Account.