Heading 1User Agreement and Terms

Updated January 16, 2022
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Summary of the Agreement:This User Agreement and Terms (“Terms”) constitutes a contract between you and Spendonly Inc. (“Company” or “Spendonly”, and including all partners and subsidiaries) and applies to your use of any Spendonly and partners’ products or services, including the self-custody (non-custodial) Xayo digital wallet application (“Xayo App”), partner provided Early Wage Access Services, partner provided Digital Stable Asset Services, and other features, technologies and functionalities offered by the Company to you through the xayoapp.com website, or through other means (the “Spendonly Services.”). The Spendonly Services are provided to you subject to these Terms as well as the Spendonly Privacy Policy available at xayoapp.com/privacy-privacy, our partner(Xayo SRL) Stable digital asset agreement available at xayoapp.com/sdaa, our partner(Xayo LLC) Early Wage Access Terms available at xayoapp.com/loan-terms incorporated by these Terms by this reference. Unless otherwise precluded by applicable law, these Terms take precedence in the event of any conflict with the Spendonly Privacy Policy or any other terms available at xayoapp.com. Spendonly, it’s partners may, in their sole discretion, modify or revise these Terms at any time, and you agree by your continued use of the Spendonly Services to be bound by such modifications or revisions. You should periodically review the most up-to-date version, as your continued use of the Spendonly Services constitutes your acceptance of such changes.Compatibility Notice: Xayo is designed to work on most iOS or Android devices, however, there may be some older versions of these operating systems that Xayo may not be compatible with. Xayo is designed to function in portrait mode only and is not optimized for tablets. Further, you are responsible for any data or messaging fees particular to your device(s) and/or carrier(s).
1. Eligibility: You must be at least 18 years old and be able to form legally binding contracts to use Spendonly Services.  If you are accepting these Terms as an individual, you are accepting and undertaking that you are at least 18 years of age. Further, if you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority or do not agree to be bound by these Terms, you may not access or use Spendonly Services. You can only use Spendonly Services if permitted under the laws of your jurisdiction. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you. Spendonly may refuse to let certain people/entities or devices access or use Spendonly Services and reserves the right to change these eligibility criteria at any time.
2. Daily transaction limit:
  Users of the Xayo wallet are limited to sending 500 USD Dollars (“USD”) per day.  You should be aware that software wallets like Xayo are not well suited to storing large amounts of digital assets. Should you need to exceed the daily transaction limit, please contact support@xayoapp.com for further details.
3. CONSUMER NOTICE! Risk of financial loss: Sending: When you use Xayo App to perform peer-to-peer digital asset transfer, you are agreeing to use the tokenization services provided by our partners to tokenize your local government issued currency to a stable digital asset for the purposes of peer-to-peer transfer. Our partners will tokenize the amount of your local currency you sent to Spendonly into a stable digital asset that is 1:1 equivalent in value to the amount you intend to send to a receiver at an exchange rate our partner offers and you accept at the time of sending. This digital asset is issued by and redeemable at any of Spendonly’s partners or subsidiaries and is automatically deposited into your Xayo App account which enables you to perform an automatic peer-to-peer transfer to another Xayo app user. Because these digital assets are self-custodial and self-transfer, they are stored on your mobile phone and there is a possibility of loss should your phone get damaged or compromised during this brief period. When you send to a receiver who is not a user of Xayo app, they will be required to install it before they receive the digital assets you send them. This means that Spendonly's partners will hold the digital stable asset on their behalf, pending when they create a Xayo App account.  Receiving: When you use Xayo App to receive a peer-to-peer digital asset transfer from another Xayo App user, you accept that the stable digital asset you receive will be self-custodial upon sign-up or receipt from a sender and at anytime request to redeem the stable digital asset from Spendonly’s partner to  your local and official government issued currency, at which point, Spendonly partners will send the redeemed funds to a designated bank account provided by you. Because these digital assets are self-custodial and self-transfer, they are stored on your mobile phone and there is a possibility of loss should your phone get damaged or compromised during this brief period. These digital assets are part of a new asset class and present a risk of financial loss, and you should carefully consider your financial circumstances and tolerance for financial risk, and if possible, seek independent advice before usage. The unit of accounting for these digital assets are on a single or multi-blockchain which serves as a utility asset in the Xayo app to enable you to perform self-custodial, peer-to-peer cross-border money transfer. These digital assets have an equivalent fixed supply that is backed by local currency and is redeemable. Read more about our digital asset agreement at https://www.xayoapp.com/sdaa
4. Limitations: Spendonly Services allow you to interact directly with the Algorand or Terra blockchains, while you remain in full control of, and always responsible for, your own digital keys and assets. AS AN UNHOSTED WALLET WHERE YOU ARE RESPONSIBLE FOR YOUR OWN DIGITAL KEYS AND ASSETS, THESE SPENDONLY SERVICES ARE CURRENTLY NOT REGULATED BY ANY FINANCIAL AUTHORITY AND THE DIGITAL ASSETS THAT YOU MAY STORE, EXCHANGE, AND TRANSFER USING SPENDONLY SERVICES ARE NOT COVERED OR UNDERWRITTEN BY ANY ISSUER, INSURER, GOVERNMENT, OR CENTRAL AUTHORITY. When you access certain features, such as Xayo, you will be able to create a wallet to perform a variety of actions with Spendonly, its affiliates', partners’ or subsidiaries’ digital assets. You will be requested to verify your phone number and identity using third party services such as Google, Trulioo, Plaid, Stripe to offer such services. You will not give Spendonly Inc. control or access to any of your digital assets, and your digital assets are not held in Xayo, but are on the Algorand or Terra blockchain and ‘viewed’ through Xayo, and Spendonly does not control the Algorand or Terra blockchain or your digital assets.SPENDONLY DOES NOT COLLECT OR HOLD YOUR PRIVATE KEYS, AND SPENDONLY CANNOT ACCESS ACCOUNTS; RECOVER KEYS, PASSWORDS, OR OTHER INFORMATION; RESET PASSWORDS; OR REVERSE TRANSACTIONS. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF SPENDONLY SERVICES, INCLUDING, WITHOUT LIMITATION, FOR STORING, BACKING-UP, AND MAINTAINING THE CONFIDENTIALITY OF YOUR KEYS, PASSWORDS, AND INFORMATION, AND FOR THE SECURITY OF ANY TRANSACTIONS YOU PERFORM USING SPENDONLY SERVICES. YOU EXPRESSLY RELIEVE, RELEASE AND INDEMNIFY SPENDONLY FROM AND AGAINST ANY AND ALL LIABILITY AND/OR LOSS ARISING FROM YOUR USE OF SPENDONLY SERVICES.CONSUMER NOTICE! Users interacting with digital assets should be aware that such assets involve risks, including the risk of loss of some or all assets. Losses are not insured, and you assume responsibility for all losses. You are advised to exercise caution, conduct research, and not to transact more than you can afford to lose. Spendonly and it’s partners does not facilitate remittance activities via the storage, exchange or sending of fiat currencies.  For the removal of doubt, Spendonly and it’s partners does not enable electronic money issuer operations or fiat currency exchange operations. If your country of residence has enacted currency control measures, you should consult with your advisors if transactions you make through Spendonly Services comply with such regulations.5. Your Responsibilities: You are fully responsible for any and all activities that occur with your use of Spendonly Services and you accept that any transaction, transfer, or contract which you may enter into with any other user of Spendonly Services or third party shall be a private arrangement between you and that person/entity. Spendonly shall not be responsible for, nor a party to, such arrangements and all responsibility for settling any disputes arising from the same shall be solely yours. You accept that Spendonly may not always be able verify the identity of persons/entities to whom you may transfer digital assets using Spendonly Services. Spendonly will not be liable for any loss or damage arising from your failure to comply with these Terms. When using Spendonly services, like Xayo, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your wallet. Once transaction details have been submitted to the Algorand or Terra blockchain via Xayo, Spendonly cannot assist you to cancel or otherwise modify your transaction. Spendonly has no control over the Algorand or Terra blockchains and does not have the ability to facilitate any cancellation or modification requests. You acknowledge and agree that you are solely responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), secret keys or any other codes that you use to access Spendonly Services (“Your Credentials''). Any loss or compromise of Your Credentials may result in unauthorized access to your digital assets by third-parties and the loss or theft of such digital assets. Spendonly assumes no responsibility for any loss that you may sustain due to the compromise of Your Credentials.You shall have no recourse against Spendonly, its subsidiaries, affiliates, employees, directors or officers for any liabilities of any type incurred by you and/or any of your affiliates as a result of the use, resale or distribution of any digital assets. You will not violate any laws when using Spendonly Services, including any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use Spendonly Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, child labor, fraud, human trafficking, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any such activities using any Spendonly Service. Any such activity detected by, or reported to, Spendonly will be reported to relevant authorities pursuant to the Company’s compliance policies. You will not use or attempt to use another user’s Xayo wallet without authorization or use Spendonly services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it. You will not distribute any virus or other harmful computer code through any Spendonly Service. You also agree to not take any action that may impose an unreasonable or disproportionately large load on Spendonly or any of its related third party providers’ infrastructure. You will not bypass, circumvent, or attempt to bypass or circumvent any measures that Spendonly may use to prevent or restrict access to Spendonly services. Any use of Spendonly services other than as specifically authorized in these Terms, without prior written permission from Spendonly, is strictly prohibited. Spendonly reserves its right to terminate your user status and use of all Spendonly Services if you misuse Xayo, the Spendonly services or website(s), or violate these Terms.Digital assets, including those purchased or received in Xayo, are not legal tender, and are not backed by any government nor subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or other such similar regulations.Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital assets. And transactions in digital assets may be irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.Some digital asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the transaction is initiated.
6. Spendonly Responsibilities: Spendonly is not a regulated financial institution and does not provide or offer insurance cover to users. Spendonly warrants that when you request to tokenize your fiat currency into a stable digital asset that represents the value of another fiat currency, the issued stable digital asset shall be backed 1:1 by local government issued currency at the equivalent exchange value you accept at the time of your request for tokenization, and redeemable at any of its partners. Spendonly does not offer the users any returns or profits in connection with or arising from such digital assets.
7. Xayo Balance General. Functionality. Your balance consists of the funds you have in your Account that are available for new transactions and are not subject to pending transactions (your “Xayo Balance''). You are solely responsible for all funds necessary to complete any payments initiated through the Service. You agree to reimburse Spendonly for any fees, costs, or expenses it incurs as a result of insufficient or unavailable funds in connection with any payment you initiate through the Service.b. Authorization. Each time you instruct us through the Xayo App to add funds from your linked Eligible Bank Account or linked debit card to your Xayo Balance or make any other transfer, you authorize us to immediately debit the Eligible Bank Account or debit card linked to your account at the time of the transfer for the amount instructed, either in a single or recurring transaction, as applicable. You are also authorizing us to move funds to your applicable Eligible Bank Account or applicable debit card for instructions to add funds that are canceled or otherwise returned or rewards credits from Spendonly. You can cancel this authorization by unlinking your Eligible Bank Account or debit card from your Xayo Account.c. Limitations. Spendonly may impose limits on the amount you can keep in your Xayo Balance and reserve the right to change these limits at any time. Funds in your Xayo Balance might not be available to use for all types of transactions. If you have a Restricted Account, then you may not use your Xayo Balance to make payments to other Xayo customers.
Funding Your Xayo Balance Subject to the limitations described in Section 7.1(c), you can keep funds received from P2P Payments (defined below) made to you through the Xayo App in your Xayo Balance.We may offer you the ability to “Add Cash” to your Xayo Balance in other ways, including, but not limited to, the following: External Account. Eligible Bank Account. You may use funds from your Eligible Bank Account to fund your Xayo Balance.Debit Card. You may link a debit card to fund your Xayo Balance. To do so, you must have a valid debit card issued by a U.S. bank or financial institution bearing the Visa Inc. (“Visa”), MasterCard International Inc. or (“MasterCard”). Any such debit card, collectively with your Xayo Balance and an Eligible Bank Account, is referred to herein as an “Eligible Transaction Account”. Transferring Funds to Your Bank AccountYou can transfer funds from your Xayo balance out to your bank account (“Cash Out”). These transfers can take up to three days. We may limit your ability to transfer funds to your bank account, based on the circumstances. For example, we may delay transfers while we screen for fraud or risks. You are responsible for all amounts owed on your account even after it is closed. a. Transfers to Your Bank Account. You may electronically transfer funds from your Xayo Balance to an Eligible Bank Account (“Cash Out”). By selecting an Eligible Bank Account as your deposit source you are requesting that we settle an electronic transfer to your bank account. Spendonly will settle these electronic transfers (via the Automated Clearing House (“ACH”) of NACHA - The Electronic Payment Association (“NACHA”)) to your Eligible Bank Account in the amount you instruct, and you will not be able to cancel the ACH transfer. Such transfer to your Eligible Bank Account via ACH will typically arrive within three (3) business days. b. Limitations. Spendonly may limit how many Cash Outs you can initiate from your Xayo App to your Eligible Bank Account and the amount of funds you can transfer in a single transaction. We reserve the right to delay or further limit such transfers at our discretion to protect Spendonly or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. In addition, you may not transfer funds from your Xayo Balance to your Eligible Bank Account to evade a payment investigation. If you attempt to transfer your Xayo Balance while we are conducting an investigation, we may hold your funds at our discretion to protect Spendonly or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. We also may defer or redirect payout or restrict access to your funds as necessary to comply with applicable law, subpoena or court order, or if requested by any governmental entity. You will remain liable for all obligations related to your Account even after the Account is closed. Treatment of Funds Spendonly will not mix the funds we receive from you on behalf of it’s partners with Spendonly’s corporate funds. Your funds will be held in pooled bank accounts with the funds of other Xayo customers. Interest You will not receive interest on the funds that you have sent to Spendonly on behalf of our partners. You agree that you will not receive interest on or other monies derived from the funds that Spendonly handles and places in pooled accounts. It is likely that Spendonly will receive interest on funds received from you and held on behalf of its partners. In consideration for your use of the Service, and with full knowledge and understanding that Spendonly will receive this interest, you irrevocably transfer and assign to Spendonly all rights that you may have in any interest that may accrue on funds held in pooled accounts.
8. Fees: Spendonly may or may not charge any fees for the Spendonly Services pursuant to these Terms. In the case where changes apply to Spendonly Services, any applicable fees will be displayed prior to you using any of such services. 
9. Taxes & Regulatory Approvals: It is your sole responsibility to determine whether, and to what extent, any taxes or regulatory (including exchange control) approvals apply to any transactions you conduct through Xayo or using the Spendonly Services. Company is not responsible for any taxes or regulatory approvals that you may be legally obligated to pay or obtain in any jurisdiction in which such taxes or regulations are incurred or arise. You agree that Spendonly is not responsible for determining whether taxes or regulatory approvals apply to you or for collecting, reporting, withholding, or remitting any taxes or seeking any regulatory approvals arising from any digital asset-related transactions. We suggest you analyze the tax enforcement with your accounting advisors. 
10. CONSUMER NOTICE A! Disclaimer & Limitation of Liability: YOUR USE OF SPENDONLY SERVICES IS AT YOUR OWN RISK. ALL SPENDONLY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SPENDONLY NOR ANY PERSON OR ENTITY ASSOCIATED WITH SPENDONLY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF ANY SPENDONLY SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SPENDONLY NOR ANY PERSON OR ENTITY ASSOCIATED WITH SPENDONLY REPRESENTS OR WARRANTS THAT ANY SPENDONLY SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE APPLICATION, SITE OR THE SERVER THAT MAKES SPENDONLY SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT SPENDONLY SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.SPENDONLY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.IN NO EVENT WILL SPENDONLY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, SPENDONLY SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON SPENDONLY SERVICES OR SUCH OTHER WEBSITES, OR ANY SERVICES OFFERED THROUGH THE SPENDONLY SERVICES OR SUCH OTHER APPLICATIONS OR WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
The limitations and disclaimers in this section do not purport to limit liability or alter your rights beyond what is permitted by applicable law. Spendonly’ liability shall be limited to the extent permitted by law. Spendonly is based in the State of Montana in the United States of America and makes no claims that Spendonly Services or any related content is accessible or appropriate outside of Montana. Where applicable, Spendonly Services are deemed provided in the State of Montana. Access to Spendonly Services may not be legal by certain persons or in certain places. If you access Spendonly Services from outside Montana, you do so on your own initiative and are responsible for compliance with local laws. Spendonly Services may be translated into a variety of languages, but because Spendonly can only verify the validity and accuracy of the information provided in English, the English version of any Spendonly Services is the official text.
CONSUMER NOTICE B! By entering into these Terms, You agree to release and hold harmless the Company and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, illness, injury, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) your acceptance, possession, use, or misuse of any Spendonly Services; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, smart phone, cable, network, hardware, or software, or other mechanical equipment; (iii) the unavailability or inaccessibility of any transmissions, telephone, or Internet service; (iv) unauthorized human intervention in any part of Spendonly Services; (v) electronic or human error with the Spendonly Products or Services.
11. Disputes & Arbitration Agreement: Disputes between you and Spendonly regarding any Spendonly Services may be reported to customer service online through support@xayoapp.com at any time. UNLESS EXPRESSLY PRECLUDED BY APPLICABLE LAW, ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION PURSUANT TO THIS “ARBITRATION AGREEMENT”. Before either party may seek arbitration, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Spendonly should be sent to: support@xayoapp.com. After the Notice is received, you and Spendonly may attempt to resolve the claim or dispute informally. If you and Spendonly do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms. The AAA Consumer Arbitration Rules ("Arbitration Rules") governing the arbitration are available online at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. Dollars (US $10,000) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. Dollars (US $10,000) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in the city of Kalispell, Montana, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.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 Arbitration Agreement. First, if Spendonly reasonably believes that you have in any manner violated or threatened to violate Spendonly’ intellectual property rights, Spendonly 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 Kalispell, Montana 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 Kalispell, Montana for the purpose of litigating such claims or disputes.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 SPENDONLY AND/OR RELATED THIRD PARTIES.12. Privacy Policy: All use of the Spendonly Services is subject to the terms of the Privacy Policy and the applicable privacy laws. By accepting these Terms, you represent that you have also  consented to the Privacy Policy. If you are required by applicable law to expressly consent separately to the Privacy Policy, you may not use the Spendonly Services unless you have independently read and consented to the Privacy Policy. To read the Privacy Policy, click here.  Subject to the Privacy Policy, technical information about your devices and related software, hardware and peripherals is collected by Spendonly and used to enable improvement to products and to provide Spendonly Services to you. Where not precluded by applicable law, by accepting these Terms, you agree that Spendonly may contact you from time to time by email, telephone or SMS with information about goods or services that may be of interest to you. You will have the possibility to opt-out from such notifications and/or contacts. Spendonly Services may contain links to other independent third-party websites not under control of Spendonly, and Spendonly is not responsible for and does not endorse their content or their privacy policies (if any).  
13. SMS Considerations and Agreement: You understand that your wireless service provider(s) may charge you for each text message, including any error message, that is sent and/or received in connection with Spendonly Services. It is recommended that you consult with your wireless service provider’s pricing plan for any applicable details. By using Spendonly Services, you are solely responsible for any wireless charges.
14. Third Parties:  Spendonly Services may contain links to third-party websites and/or applications, or employ the use of API integrations to third-party applications (“Third-party Applications”) that are not owned or controlled by Spendonly. Access to and use of any Third-party Applications is at your own risk and Spendonly, nor its directors, employees, partners, agents, suppliers, or affiliates is not responsible for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of monies, data, use, goodwill, or other intangible losses, resulting from: (a) your access to or use of or inability to access or use Third-party Applications; (b) any conduct or content of the Third-party Applications; (c) the accuracy or reliability of information on Third-party Applications; (d) the acts or omissions of the operators of Third-party Applications (or their partners or affiliates); (e) any loss or damage incurred in connection with the use of any Third-party Applications; (f) any transaction you consummate in connection with your use or access of any Third-party Applications; or (g) any unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Spendonly has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Please be aware when you utilize these Third-party Applications, and read the terms and privacy policy of each Third-party Application that you utilize. Spendonly provides these links and integrations merely as a convenience, and the inclusion of such links and integrations does not imply an endorsement. By using Spendonly Services, you expressly release Spendonly from all liability arising from your use of any Third-party Applications.
15. Intellectual Property: In consideration for you agreeing to abide by these Terms, Spendonly grants you a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use Spendonly Services, including Xayo, subject to these terms, the Privacy Policy, and any applicable app store rules. Xayo was developed and uses various open source software to provide some services. Xayo also contains copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, Spendonly exclusively owns the Content. Your use of the Spendonly Services does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part, and you will comply with all technology control or export laws and regulations that may apply to the technology used or supported by any Spendonly Service. You acknowledge and agree that any feedback, comments or suggestions you may provide regarding Spendonly Services will be the sole and exclusive property of Spendonly, and you hereby irrevocably assign to us all of your right, title and interest in and to the foregoing. Spendonly reserves the right to discontinue any aspect of any Spendonly Service at any time.
16. Content Posted by Users: When using Spendonly 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. Spendonly is not responsible for evaluating the accuracy, truthfulness, usefulness, legality, safety, morality or applicability of any content posted by users on any Spendonly Service. Spendonly does not endorse, guarantee, make representations or provide warranties regarding any such content. Spendonly shall have no obligation to monitor content posted, uploaded or submitted by a user, but may do so at its sole discretion. Spendonly is not responsible for any failure or delay in removing any such content.
17. CONSUMER NOTICE! Indemnity: You agree to defend, indemnify and hold harmless Spendonly, its officers, directors, employees and agents, affiliates and subsidiaries from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from your use of and access to Spendonly Services, or your violation of these Terms. This defense and indemnification obligation will survive these Terms and your use of the Spendonly Services.
18. Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Spendonly without restriction.
19. Governing Law, Venue & Jurisdiction: To the extent the parties are permitted under these Terms to initiate litigation in court, both you and Spendonly agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to Spendonly Services, including the Terms, shall be governed in all respects by the substantive law of the state of Montana, without regard to its conflict of law principles. Where not precluded by applicable law, you and Spendonly hereby consent to submit to the jurisdiction of the federal and state courts sitting in the state of Montana for any actions, suits, or proceedings arising out of or relating to the Agreement, including the Terms, that are not subject to the Arbitration Agreement. YOU AND SPENDONLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO SPENDONLY SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.
20. Discontinuance of Services: Spendonly may, in its sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of Spendonly Services. You are solely responsible for storing outside of the Spendonly Services a backup of any wallet address and private key pair that you maintain in your Xayo wallet. Maintaining an external backup of any Xayo wallet address and private key pairs associated with your Xayo wallet will allow you to access the Algo blockchain upon which your Xayo wallet is secured. Such a backup will allow you to fully restore your digital wallet at any time without cost or loss of your digital assets. If you do not maintain a backup of your wallet data outside of any Spendonly Services, you will not be able to access the digital assets associated with your wallet. Spendonly shall not be held responsible or liable for any loss of digital assets in the event that Spendonly discontinues or depreciates any Spendonly Services.
21. Entire Agreement, No Waiver & Severability: These Terms, the Privacy Policy, and any other legal notices published by Spendonly shall constitute the entire agreement between you and Spendonly concerning Spendonly Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Spendonly’ failure to exercise or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
22. Force Majeure. Spendonly, its directors, officers, agents and employees, shall not be liable to you as a result of any delay or failure to perform its obligations under these Terms arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God or interruptions, loss or malfunctions of utilities, communications or computer software and other event amounting to force majeure.
Contact Information: We welcome your comments or questions about these Terms. You may contact us at support@xayoapp.com.