Last modified in May 2018

This Terms of Use (“Agreement”) is a binding legal contract between you and Bitwage and governs your use of Bitwage’s products, services and other technologies or functionalities, whether provided through Bitwage’s website located at www.bitwage.com, associated websites, Bitwage’s Application Programming Interface (the “Bitwage API”) or any desktop or mobile applications (collectively, the “Bitwage Technology”).

If you use Bitwage's United States banking partner, you are entering into a contract with {full_name}, a Delaware {type}, and if you use Bitwage's European Union banking partner, you are entering into a contract with the relevant Bitwage entity (Bitwage Ireland Limited, an Irish Private Company Limited by Shares or Bitwage Netherlands B.V., or Bitwage Services Estonia Oü)

This Agreement may be amended at any time in accordance with Section 14.1 below, and your continued use of the Bitwage Technology and/or the " \ Bitwage Services shall be subject to such amended terms and conditions.

Please read this Agreement carefully, as it describes the terms of use and risks associated with related services.

1. ACCEPTANCE.

1.1. AGREE TO ACCEPT. In order to access and use the Bitwage Service, you are required to indicate acceptance of this Agreement below. By accessing and/or using the service, you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the Bitwage Services.

1.2. AGREEMENT ON BEHALF OF A BUSINESS. If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind the business to this Agreement. Your acceptance to this Agreement will be treated as the acceptance to this Agreement by the business. In that event, \"you\" and \"your\" refer to that business.

1.3. EMPLOYER/PAYER RESPONSIBILITY TO COMPLY WITH BSA/AML REQUIREMENTS. Money laundering is the process of taking the proceeds of criminal activity and making them appear legal. It typically involves three steps – placement, layering and integration. Money laundering can facilitate crimes, such as fraud, drug trafficking and terrorism; it adversely impacts the global economy; and it is strictly illegal.

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) requires Bitwage to obtain, verify, and record information that identifies each person or entity that opens an account.

Human Resources Departments face special Office of Foreign Assets Control (OFAC) compliance challenges, especially with regards to staffing. Companies are generally prohibited from dealing with individuals on the OFAC Specially Designated Nationals (SDN) list, and this includes being prohibited from employing them. Thus, companies should implement robust restricted and denied party screening of both new and existing employees against the SDN list to ensure that they do not inadvertently end up with restricted parties on their payroll, whether in the U.S. or overseas.

Before opening an account, and on an ongoing basis, the Company acting as the Recipient of Bitwage’s services (“Recipient”) will verify the identity" of any and all employees and check to ensure that any employee using the Bitwage Service does not appear on the SDN list or is not engaging in transactions that are prohibited by the economic sanctions and embargoes administered and enforced by OFAC. Because the SDN list and listings of economic sanctions and embargoes are updated frequently, the Recipient will consult them on a regular basis and subscribe to receive any available updates when they occur.

For individual employees opening an account, the Recipient will provide, upon request from Bitwage, the name, address, date of birth, and if applicable, employee number before the next pay period. As requirements may change due to the number of transactions or amounts of transactions, the Recipient, upon request from Bitwage, will supply any other information required to verify an employee’s compliance with the above requirements before the next pay period.

A Recipient that employs independent contractors and subcontractors are also responsible for verifying the identity of any and all independent contractors and subcontractors and making sure that the companies and individuals they hire are not on the OFAC SDN list or other federal government restricted or denied parties lists designed to protect the United States and its allies from threats of weapons proliferation, drug trafficking, and terrorism.

For independent contractors/sub-contractors opening an account, the Recipient will provide, upon request from Bitwage, a copy of the executed contract with all roles, responsibilities and terms listed as well as the name, address, phone number, entity/corporate number, EIN as well as name, date of birth, driver’s license/ID card number, SSN of all responsible parties (owners, officers, etc.) for the independent contractor/sub-contractor before the next pay period. As requirements may change due to the number of transactions or amounts of transactions, the Recipient, when requested, will supply any other information required to verify an employee’s compliance with the above requirements.

The Company will attest to the fact they will comply with these requirements by drafting a Letter of Reliance and having it signed by an authorized representative. (A template will be provided by Bitwage)

If funds are received from an employer or individual that results in additional scrutiny, the funds will be held in escrow until a resolution is reached through receipt of additional data needed to approve the transaction. In the case of non-communications from the recipient and/or refusal or delay in receiving additional information, there will be a $10.00 holding charge as well as a 2% handling fee per month until all needed information is received.

In the case that funds are received from an employer or individual after they have been notified their account has been closed, suspended or is under investigation, the funds will be returned by check within 30 Days as long as Bitwage has or receives a valid mailing address from the recipient. There will be a $10.00 + 2% handling fee if additional funds are received after an initial notification and return.

If there is any suspected illegal activity, Bitwage will initiate an investigation and contact the appropriate law enforcement agency. The funds will be held until the investigation is completed. There will be a $10.00 holding fee plus 2% handling fee per month if the recipient in uncooperative or delays helping to resolve any pending issue related to the action. If illegal or unethical activity is discovered, the funds may be subject to forfeit or confiscation.

2. BITWAGE SERVICES.

2.1. SERVICES. Bitwage provides you with a secure and convenient way to establish an account (“Bitwage Account”) for purposes of (i) payroll processing, (ii) payroll tax service, and (iii) other related payroll/payment/benefit services (“Bitwage Services”, and collectively with Debit Card Services, Uphold Services and other services referenced in this Section 2, the “Services” or the “Service”). By signing up to use the Bitwage service, you are expressly directing Bitwage to act as your agent to collect and process payments on your behalf; Bitwage is an independent contractor for all purposes, and once your payment is received by Bitwage, it is treated as received on your behalf. You acknowledge that by using the Bitwage Services, and conducting transactions, Bitwage will be providing, at your direction, account information to third parties including, but not limited to, your employer, employee, payroll provider and/or other required party, as applicable. Bitwage will provide the Service of calculating payroll and its associated liabilities and/or making payroll/benefit payments and/or tax payments and/or tax filings electronically, for business employees, household employees, and/or independent contractors, using Bitwage Payroll for employers and/or Bitwage Payroll for individuals, for the period of time provided in your activation instructions as long as you are in compliance with the Agreement and have met your payment obligations. Without the express written permission of Bitwage, you may not use the Service on a professional basis for any party other than you.

2.2. XAPO DEBIT CARD. If you have a Bitwage Account, you may receive payments to a debit card (“Debit Card Services”). Debit Card Services are provided by Xapo and require a verified Xapo account. Use of the Debit Card Services shall be subject to Xapo’s terms of use and privacy policies. Debit Card Services may not be available in all jurisdictions.

2.3. UPHOLD SAVINGS. If you have a Bitwage Account, you may receive payments to your Uphold account (“Uphold Services”). Uphold Services require a verified Uphold account and use of the Uphold Services shall be subject to Uphold’s terms of use and privacy policies. Uphold Services may not support your local currency and may not be available in all jurisdictions.

2.4. BITWAGE JOBS. Bitwage may offer additional benefits under its Bitwage Jobs (Bitwage.jobs) service offerings. Bitwage.jobs may offer a payment-based reputation service that uses payment data for parties receiving payments through the Services to create verified vendor/contractor profiles. Bitwage.jobs users may use the bitwage verified icon on sales and marketing materials as it pertains to data varied through Bitwage services. In addition to allowing vendors and contractors to use the profiles to market their businesses, the payment data would also be used to allow staffing agencies, freelance marketplaces and similar organizations to use the Bitwage.jobs service to locate contractors for their clients. By using the Services, you agree payment data collected by Bitwage about you may be used to provide the Bitwage.jobs service offerings in the future.

2.5. ADDITIONAL TERMS AND CONDITIONS OF USE. Depending on the jurisdiction, type of Service or volume of transactions you request, there may be additional terms and conditions you will be required to accept. This may include the completion and signing of additional forms and/or authorizations that Bitwage provides to you as required by law or otherwise necessary to provide the Service.

2.6. CREDIT REPORT. You consent to and authorize Bitwage to obtain credit reports about you and/or your business at any time Bitwage Service has been authorized and is being provided to you. Bitwage may also report adverse credit information about you and/or your business, to others, including the Internal Revenue Service and any applicable state taxing authorities. Bitwage may, at its discretion, decline to offer the Service to you for any reason, including that Bitwage is unable to verify satisfactory credit of you and/or your principals/business and/or for other lawful business reasons. In the event the enrollment process is not satisfactorily completed, Bitwage will not activate the service.

2.7. REQUIREMENTS TO ACTIVATE SERVICE. Prior to your initial payroll processing date, you must submit required Bitwage documents which must be completed and executed in full. Information Bitwage requires for providing the Service, may include your payroll and bank account information, any required federal, state or local powers of attorney, and any additional information requested by Bitwage and/or required by law. By activating and receiving the Service, you acknowledge and agree that Bitwage is not acting in a fiduciary capacity for you and/or your business and using the Service does not relieve you of your obligations under federal or state laws or regulations to retain records relating to the data Bitwage may or may not store in physical or electronic files.

2.8. INTERNET ACCESS. The Service does not include access to the Internet for connection to the Service. You acknowledge that the operation and availability of communications systems used for accessing and interacting with the Service or to transmit information to the taxing authorities may be unpredictable and, from time to time, interfere with and/or prevent access to the Service or its operation. Bitwage is not in any way responsible for any such interference with and/or prevention of your use of or access to the Service. In such cases, you must contact customer support by other means for instructions on how to calculate paychecks for your employees and/or make tax payments and filings and/or make benefit payments. You will, at your own cost and expense, obtain, install and, at all times during its utilization of the Service, maintain in good working order all software, hardware and other equipment necessary for you to perform in accordance with this Agreement. In the event of any failure of such software, hardware or other equipment, you will deliver to Bitwage all data which you would otherwise have provided that is necessary for Bitwage to perform Bitwage's obligations in connection with the Services.

2.9 AUTHORIZED USE. You agree not to: (i) use the Service other than as authorized in this Agreement; (ii) use any device, software, or routine that interferes with any application, function, or use of the Service, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iii) resell, sublicense, timeshare, or otherwise share the Service with any third party without express written permission from Bitwage; (iv) frame or mirror the Service; (v) decompile, disassemble or reverse engineer the underlying software or application that is part of the Service or otherwise attempt to derive its source code or modify, tamper, create derivative works, or otherwise incorporate the Service in other programs without express written consent of Bitwage; (vi) use the Service either directly or indirectly to support any activity that is illegal; (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (vii) authorize any third parties to do any of the above. Access to and use of the Service is subject to all applicable international, federal, state and local laws, regulations and privacy policies. User agrees not to use the Service in any way that violates such laws or regulations. If any violations of the above are found, the funds received will be held pending resolution. Bitwage will provide any and all account and identifying information required by law to the appropriate authorities to assist in any investigation.

3. PAYROLL ACCOUNT AND INFORMATION

3.1. {servicenameupper} PAYROLL EMPLOYER. You will designate and authorize either yourself and/or one or more individual users of the Service with authority to act on your behalf and to bind you and/or your business (each a \"Payroll Administrator\"), who may access the Service by entering a confidential user ID and password created by following the instructions provided via the Service and which will entitle them, depending on their designation and permissions given, to have authority to access, review, modify and/or provide approvals on your behalf. The Payroll Administrator will approve and submit the Payroll Information thereby authorizing Bitwage to create and transmit credit and/or debit entries (“Entries”) and/or wire transactions necessary to process your payroll and/or payroll tax and/or benefit transactions.

3.2. BITWAGE INVOICING. You may access the Service by entering a confidential user ID and password created by following the instructions provided via the Service and which will entitle you to access, review, modify and/or provide changes and approvals. When you approve and submit the Payroll Information you thereby authorize Bitwage to create and transmit credit and/or debit entries (“Entries”) and/or wire transactions necessary to process your payroll and/or payroll tax and/or benefit transactions.

3.3. BITWAGE INTERNATIONAL SERVICE. Bitwage works with partners throughout the financial eco-structure within and outside of the US. You may access the service by providing the required information based on location. Bitwage provides the employer’s US Dollar input and interface with our preferred partner in your designated location. Bitwage will not be liable for losses resulting from any transaction once the funds are passed from Bitwage to our partner. Bitwage, though not required, will provide information and attempt to facilitate a resolution of any dispute.

Any fiat currency conversion will be determined through an internal automated system which may be tied to various public, private or partner market rates available to Bitwage. Bitwage will not be liable for any currency conversion issues as only US Dollar is sent to our preferred partner. Bitwage is also not responsible for any currency volatility issues including but not limited to delays related to the speed of transmission or liquidity of the various currencies involved in the transaction. Bitwage, though not required, will attempt to facilitate a resolution of any dispute with our partner and the recipient.

Some service locations will require the recipient to sign up with our partner provider as well as sign up with Bitwage. PRIOR TO IMPLEMENTING BITWAGE’S INTERNATIONAL SERVICE, RECIPIENT MUST DESIGNATE THE PAYOUT METHOD.

3.4. BITWAGE CONTRACTOR PAYROLL/PAYMENTS. Many different systems are used by companies to pay contractors, Bitwage will not be liable for funds received that have incorrect, incomplete, limited or no identifying information related to the payment. On any unidentified fund transfers, Bitwage will attempt to work with the recipient and the payor to identify and resolve the issue. BE AWARE that many of the “Shared Economy” companies (ex. Uber, SideCar, Lyft, AirBNB, etc.) have limited identifying information, please contact Bitwage prior to signing up to the service. We will work with the service provider to determine if the service may be successfully implemented.

3.5. CONFIDENTIALITY. You will, and will cause your authorized users to, take reasonable steps to maintain the confidentiality of the authorization procedures and the user IDs and passwords and related instructions provided by Bitwage. If you believe or suspect that any such user IDs and passwords or related instructions have been known or accessed by unauthorized persons, you will immediately notify Bitwage in a manner affording Bitwage a reasonable opportunity to act on the information. You acknowledge that failure to immediately notify Bitwage could result in loss of funds and unauthorized access to confidential information concerning you and/or your employees. Bitwage reserves the right to prevent access to the Service should Bitwage have reason to believe the confidentiality of the security procedure or the confidentiality of the user IDs and passwords have been compromised. You are responsible for any actions taken on the Service by your Payroll Administrator and/or any other authorized users, and for any transactions resulting from your failure to maintain the confidentiality of your account. You agree that the provision of a user ID and password by you, your Payroll Administrator and/or any other authorized users, will have the same effect as providing a written signature authorizing electronic payments, filings and other actions on the Service.

3.6. PAYROLL INFORMATION. Bitwage will notify you via electronic communication or other means when all data required to begin the Service is received and the enrollment process completed. You shall then review for completeness and accuracy the Payroll Information. For purposes of this Agreement, \"Payroll Information\" shall mean all information provided for the Service and/or posted for your review on the Service. You must correct incorrect or missing Payroll Information, either by itself or by notifying Bitwage in the manner specified in the electronic communication and within the time period specified therein. You are fully responsible for the accuracy of all information you provide, submit and/or approve, including, without limitation any IRS or other penalties and/or interest arising therefrom.

3.7. SUBMITTING PAYROLL. You agree that by submitting each payroll (including the first payroll): (i) you have approved all Payroll Information, (ii) you have represented and warranted to Bitwage that no Payroll Information submitted to Bitwage will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the U.S. Treasury or any other applicable laws or regulations, (iii) you have waived and released any claim against Bitwage arising out of any errors in the Payroll Information which you have not yourself corrected or have not requested Bitwage to correct, and (iv) any subsequent request for corrections will be considered special handling and additional fees may be charged. Final audit responsibility of all information transmitted to Bitwage rests with you. Bitwage will not have any responsibility for verifying the accuracy of any data you provide or directly input via the Service or any other method.

Bitwage may permit, but shall not be obligated to permit your Payroll Administrator or other a designated representative to communicate with Bitwage by electronic mail or other means about the Service. You acknowledge that any such electronic mail communication or other means of communication will be made available for your benefit and convenience, that any Payroll Information, Entries or other instructions communicated to Bitwage will be deemed to have been fully authorized by you and you shall be fully responsible for the accuracy of such information including, without limitation, any IRS or other penalties and/or interest arising therefrom. Notwithstanding such deemed authorization, Bitwage may in its sole discretion refuse to accept or act upon any such instructions.

3.8. INFORMATION RELEASE. Bitwage, its employees and agents will hold in strict confidence all data furnished by you or produced by Bitwage under this Agreement; provided, however, that such parties will not be held liable if such data is released through other sources, or if Bitwage, its employees and agents release the data because of a reasonable belief that you have consented to such disclosure.

3.9. AUTHENTICATION. Bitwage will verify the authenticity of an instruction approving, releasing, cancelling or amending the Payroll Information used to create Entries (each, a\"Payment Order\") to be originated by Bitwage using the authorization procedures described herein. Bitwage does not verify or review Payment Orders for the purpose of detecting errors. You will be bound by any Payment Order received and verified by Bitwage in compliance with the designated authorization procedure, and you will indemnify and hold Bitwage harmless from and against any loss suffered or liability incurred by, or arising from, the execution of a Payment Order executed in good faith and compliance with such procedures.

3.10. ACCOUNT NAME. If a Payment Order describes the receiver inconsistently by name and account number (i) payment may be made on the basis of the account number, even if you identify a person different from the named receiver, or (ii) Bitwage may, at its sole discretion, refuse to accept and/or may return the Payment Order. If a Payment Order describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a nonexistent or unidentifiable person or account as the receiver or the receiver's account, Bitwage may, at its sole discretion, refuse to accept and/or may return the Payment Order.

4. BANK ACCOUNT

4.1. BANK ACCOUNT DEBITING. On or prior to your payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, you authorize Bitwage to initiate debit entries to your designated bank account specified by you through the Service (your 'Bank Account') at the depository financial institution the routing number of which is given through the service (your 'Bank'), and to debit your Bank Account in such amounts as are necessary to (i) fund your direct deposits or Bitwage offered benefits, (ii) pay any fees or charges associated with the Service, including, without limitation, finance charges, (iii) pay your payroll taxes, (iv) pay any debit, correcting or reversing entry initiated pursuant to this Agreement which is later returned to Bitwage, and (v) pay any other amount that is owing under this Agreement or in connection with the Service. This authorization is to remain in full force and effect until Bitwage has received written notice from you of termination in such time and such manner as to afford Bitwage and your Bank a reasonable opportunity to act upon it. You will maintain in your Bank Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries you originate through Bitwage. Your obligation to pay Bitwage for each credit entry matures at the time Bitwage transmits or otherwise delivers the credit entry to the Automated Clearing House ('ACH') or gateway operator or when Bitwage broadcasts the signed Digital Currency transaction representing the credit entry and is unaffected by termination of the Service. Bitwage may set off against any amount owed to you in order to obtain payment of your obligation as set forth in this Agreement. You acknowledge that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Amounts withdrawn from your bank account or from the Digital Currency amount Bitwage has received from you for payroll taxes will be held by Bitwage at Bitwage's financial institution (the 'Payroll Tax Account') until such time as those payments are due to the appropriate taxing agencies, and no interest will be paid to you on these amounts.

4.2. INSUFFICIENT FUNDS. If you do not have sufficient funds in your Bank Account to pay disbursements, fees, payroll taxes or any other amounts due under this Agreement when required, or if you refuse to pay, Bitwage may (i) debit the Payroll Tax Account or any other account owned in whole or in part by you to pay disbursements, fees or charges, payroll taxes, or other amounts due, (ii) refuse to pay any unremitted payroll taxes, in which case the payroll tax liability will become your sole responsibility, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement. Bitwage may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by law, whichever is less. Bitwage may recover from you any costs including, without limitation, institutional fees, court fees, reasonable attorneys' fees, expert witnesses' fees and any other fees incurred by Bitwage in connection with a termination of this Agreement or collection of amounts due hereunder.

5. AUTOMATED CLEARING HOUSE (ACH)

5.1. ACH ENTRIES. The Service will enable you to enter the Payroll Information and to approve and submit it to Bitwage for creation, formatting and transmission of Entries in accordance with the ACH Rules (as defined below). Bitwage may reject any Payroll Information or Entry which does not comply with the requirements in this Agreement or the ACH Rules. Bitwage may also reject Entry if your Bank Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Bitwage will make a reasonable effort to notify you promptly so that you may correct such Payroll Information or request that Bitwage correct the Entry and resubmit it. A notice of rejection will be effective when given. Bitwage will have no liability to you by reason of rejection of any Payroll Information or Entry. Bitwage will also have no liability due to the fact notice is not given at an earlier time than provided for in this Agreement or for any loss resulting from Bitwage's failure to provide notice. If you request that Bitwage repair an Entry on your behalf, Bitwage may attempt to do so, providing, however, Bitwage will not be liable for its failure to make the requested repair.

5.2. NO AMENDMENT POLICY. You will have no right to cancel or amend any Payroll Information received by Bitwage after it has been approved by your Payroll Administrator and submitted to Bitwage. Bitwage will use reasonable efforts to act on such request prior to transmitting the Entries to the ACH or gateway operator and/or wire transfers to our partner financial institutions and/or Digital Currency transactions to the Digital Currency Network and/or any other payment rails, but will have no liability if the cancellation or amendment is not affected. You will reimburse Bitwage for any expenses, losses or damages Bitwage incurred in effecting or attempting to affect your request. Except for Entries created from Payroll Information that have been reapproved and resubmitted in accordance with the requirements of this Agreement, Bitwage will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Bitwage complied with the terms of this Agreement.

5.3. PROCESSING. Bitwage will process the Payroll Information and Entries in accordance with its then current processing schedule, provided (i) the Payroll Information is approved by your Payroll Administrator and received by Bitwage no later than your applicable cutoff time on a regular business day and (ii) the ACH is open for business on that business day. If Bitwage receives approved Payroll Information after the cutoff time, Bitwage will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this Subsection are not met, Bitwage will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Bitwage which is on a regular business day on which the ACH is open for business. ACH, Wire and other electronic transfers may take between 1-5 business days. Bitwage is not responsible for any delay caused by these systems.

5.4. OPERATING RULES. Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Bitwage is a participant and, with respect to credit entries which constitute Payment Orders, Article 4A of the Uniform Commercial Code (UCC) as adopted in the state whose law governs this Agreement, as both are varied by this Agreement, and as both are amended from time to time (the \"ACH Rules\"). You acknowledge that you have had an opportunity to review and agree to comply with and be bound by the ACH Rules and all future amendments.

5.5. SETTLEMENT. Any credit Bitwage or Bitwage’s designated partners give to you is provisional until Bitwage receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the ACH Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Bitwage or Bitwage’s designated partners do not receive final settlement, they are entitled to a refund from the credited party and you will not be deemed to have paid that party. Upon request, Bitwage will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other party or entity to honor your request. You agree to reimburse Bitwage for any expenses incurred in attempting to honor such request.

5.6. INTERNATIONAL ACH TRANSACTIONS. You expressly acknowledge that Bitwage does not intentionally or knowingly engage in or support International ACH Transactions ('IATs'), as defined in the Operating Rules of the National Automated Clearing House Association ('NACHA Rules'). You represent and warrant that (i) the direct funding for the Entries originated by Bitwage on behalf of you does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States, (ii) you will not instruct Bitwage to create, originate or transmit Entries that are IATs or Entries using a Standard Entry Class Code (as defined in the NACHA Rules) other than IAT if such Entries are required to be IATs under the NACHA Rules, and (iii) you will not engage in any act or omission that causes or results in Bitwage creating, originating or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Bitwage may, in its sole discretion, temporarily or permanently suspend providing the Service to you, without liability, if Bitwage has reason to believe that you have breached any of foregoing representations and warranties in this paragraph. You acknowledge that you are the originator of each Entry and that under the ACH Rules, Bitwage makes certain warranties with respect to each Entry. You agree to reimburse Bitwage for any loss Bitwage incurs, including its reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by Bitwage unless the breach resulted solely from Bitwage's own gross negligence or intentional misconduct. You acknowledge that under the ACH Rules, Bitwage indemnifies certain parties. You agree to reimburse Bitwage for any loss Bitwage incurs, including its reasonable attorneys' fees and legal expenses, as the result of the enforcement of an indemnity, unless enforcement resulted solely from Bitwage's own gross negligence or intentional misconduct.

6. TAXES AND LIABILITY

6.1. RESPONSIBILITY FOR ACCURATE INFORMATION. In order to use the Service, you must submit accurate wage and payroll information to Bitwage during the enrollment process. Bitwage will not be liable for any penalty, interest or other liability that results from inaccurate or incomplete information supplied. The wage and payroll information must be reconciled with your payroll tax returns for the current calendar year and your wage and payroll tax information for the current quarter. Thereafter, you shall timely and accurately update all wage and payroll information as necessary to reflect changes and respond with additional information requested from time to time by Bitwage. It is your responsibility to submit complete and accurate information to Bitwage in connection with the Service. Any penalty or interest incurred due to inaccurate information provided by you will be your sole responsibility. You further agree to hold Bitwage harmless from any such liability. Bitwage, at its option, may decide not to file your payroll tax returns, pay your payroll taxes or otherwise process your payroll if there are any unresolved problems with any information requested by Bitwage or supplied by you. Bitwage's and/or Bitwage’s Partner Institutions’ sole liability and your sole remedy for Bitwage's and/or Partner Institutions’ negligent failure to perform the payroll tax portion of the Service shall be (i) Bitwage and/or the Partner will remit the payroll taxes received from you to the appropriate taxing authority and (ii) Bitwage and/or Partner will reimburse you or pay directly to the appropriate taxing authority any penalties resulting from such gross negligent error or omission by Bitwage and or Partner.

6.2. RESPONSIBILITY. You are responsible for: (i) depositing any FICA, Federal, State and Local withholding liabilities incurred to date (before the payroll processing with Bitwage); (ii) submitting any payroll returns to tax agencies (state, federal, and/or local) now due; and (iii) cancelling any prior payroll service or leasing agency.

7. COSTS OF SERVICE

7.1. SERVICE FEES AND CHARGES. You agree to pay the fees for the Service in accordance with the applicable fee schedule. The applicable fee schedule is visible to all Bitwage members when logged in. You agree to reimburse Bitwage for any sales, use and similar taxes arising from the provision of the Service that any federal, state or local governments may impose. Bitwage may charge additional fees for exceptions processing, setup and other special services.

7.2. CONVERSION RATES. When receiving or sending payrolls and payments through the Conversion Service, you are buying currencies from, or selling to, various partners and service providers of Bitwage. The Conversion Service is subject to the Bitwage \"Conversion Rate.\" \"Conversion Rate\" means the liquidity adjusted price of a given currency amount in terms of local currency. An indicator of the Conversion Rate is located at www.bitwage.com/tickers and is calculated with information provided by liquidity partners. The actual rate is determined at the moment of conversion by the liquidity partner and is provided within the history of your transactions. For the purpose of any transaction which incorporates the Conversion Rate, you agree, as a condition of using any Bitwage Services, to accept the Conversion Rate as the sole conversion metric. Promotional rates may apply for up to six first months of Bitwage Services.

7.3. FEE CHANGES. Bitwage reserves the right to change the schedule of fees from time to time. You will be notified of any change in fees. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time the fee change takes effect. Your continued use of the Service constitutes your agreement to those changes.

7.4. NON PAYMENT OF FEES. In addition to the remedies in section 4.2 above, Bitwage may suspend the Service or terminate this Agreement and avail itself of all other available remedies. Bitwage also reserves the right to make any appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. If Bitwage has not received the full amount required to pay for all of the Bitwage Services for the Company’s Employees by the required service date, Bitwage may in its absolute discretion determine how to apportion the Bitwage Services for which money has been received to the Employees. The Company must, if required by Bitwage, give Bitwage any information Bitwage reasonably requires to assist Bitwage in such apportionment.

8. PROPRIETARY RIGHTS

8.1. TITLE. Bitwage owns all worldwide right, title and interest in and to the Service and the website, applications and software platform that Bitwage uses to provide the Service (\"Bitwage IP\"). This Agreement does not convey any proprietary interest in or to any Bitwage IP or rights of entitlement to the use thereof except as expressly set forth herein. You acknowledge and agree that the fees paid pursuant to this Agreement apply only to the use of the Service by you unless otherwise provided with written consent from Bitwage. Any feedback, comments and suggestions you may provide for improvements to the Service (\"Feedback\") is given entirely voluntary and Bitwage will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.

9. DISCLAIMER

9.1 RISK. Your use of the Service is entirely at your own risk. Bitwage is not in the business of providing legal, tax, financial, accounting, employment, or other professional services or advice. You should consult a professional if you need such assistance. The Service is provided \"AS IS\" and on an \"AS AVAILABLE\" basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITWAGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, NONINFRINGEMENT, OR THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION OR CONTENT IN OR LINKED TO THE SERVICE. BITWAGE DOES NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. BITWAGE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF BITWAGE SERVICES, AND OPERATION OF THE BITWAGE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. BITWAGE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS AND CHECK ISSUANCES AS WELL AS ANY OTHER FORMS OF PAYROLL PAYMENTS, SUCH AS WIRES AND DIGITAL CURRENCY, ARE PROCESSED IN A TIMELY MANNER BUT BITWAGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE FIAT OR DIGITAL CURRENCY PROCESSING BECAUSE THE BITWAGE SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. If the exclusions for any implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of delivery of the Service.

9.2 THIRD PARTY WEBSITES AND SERVICES. The Bitwage Site may contain links to third party websites, resources and services (“Third Party Material”) not controlled by us. You acknowledge and agree that Bitwage is not responsible or liable for (i) availability or accuracy of such Third Party Material, or (ii) the content, products or services on or available from such Third Party Material. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Material. Your access and use of Third Party Material is not covered by this Agreement and we recommend you examine the terms and policies governing the Third Party Material.

9.3. COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR MONETARY LOSS, LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT RECIPIENT ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).

10. TERM OF SERVICE

10.1. TERMINATION. The Service will continue until such time as you or Bitwage gives 30 days' prior written notice (which may be given by email or through a notice in your account), unless termination is for cause. Bitwage may terminate or temporarily suspend your access to the Service in the event that: (i) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within 10 days from notice to you (5 days in the case of nonpayment); or (ii) Bitwage determines that your actions are likely to cause legal liability for Bitwage or that you have misrepresented any data or information required by Bitwage in connection with the Service or at any other time. Bitwage may immediately terminate this Agreement without notice if you file, or have filed against you, a petition under the U.S. Bankruptcy Code or a similar state or federal law. The termination of the Service or this Agreement will not affect either parties’ rights with respect to transactions which occurred before termination. Upon termination of the Service, your right to access and use the Service will automatically terminate, and you may not continue to access or use the Service. Bitwage will have no liability for any costs, losses, damages, or liabilities arising out of or related to Bitwage's termination of this Agreement. Sections 3 through 16 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

11. LIABILITY

11.1. INDEMNITY. You agree to indemnify, defend and hold Bitwage and its agents, contractors, services providers and affiliates ('Indemnified Parties'), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys' fees incurred in connection with such claims) made by you or others resulting from, arising out of or related to (i) any acts or omissions by you, your Payroll Administrator and/or any other authorized users, or (ii) Bitwage's or any other Indemnified Party's reliance on information and data furnished by you or (iii) information and data resulting from activities that Bitwage or any other Indemnified Party undertakes at your request, or at the request of anyone Bitwage or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Service. In no event will Bitwage's or any other Indemnified Party's liability for any act or omission relating to the Service exceed the total charge for services provided for the three (3) month period immediately preceding such act or omission by Bitwage. IN NO EVENT WILL BITWAGE OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER BITWAGE OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES.

12. GOVERNING LAW

12.1. CALIFORNIA LAW. This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. You irrevocably submit (for yourself and in respect to your property and business) to the jurisdiction of any state or federal court sitting in Santa Clara County, California, in any action or proceeding arising out of, or relating to, this Agreement and acknowledge and agree that all claims in respect of the action or proceeding may be heard and determined in any such court. You also agree not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. You waive any defense of Forum non conveniens to the maintenance of any action or proceeding so brought.

13. CONFLICT RESOLUTION

13.1. ARBITRATION. Notwithstanding any other provision in this Agreement, if either you or Bitwage have any unresolvable dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning, arising out of, or relating to this Agreement or the Service, including any claim regarding the applicability, interpretation, scope or validity of this arbitration clause and/or this Agreement (a 'Claim') and upon the demand of either party, it will be settled by individual (not class or classwide) binding arbitration administered by the American Arbitration Association (AAA) in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a Claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third-party complaint, crossclaim or counterclaim and if a party in a pending legal proceeding demands a Claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in a mutually agreeable location or if no such agreement can be reached, the city where the dispute occurred. A single arbitrator will be appointed by the AAA and approved by each party. The arbitrator shall be a practicing attorney or retired judge having experience with and knowledge of payroll and online commerce law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including court fees, attorneys' fees and expert witness fees. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement.

14. SERVICE CHANGES

14.1 RIGHT TO MAKE CHANGES. Bitwage reserves the right to change the terms, conditions, privacy policy, and services at any time, which will be effective when posted on the Service or when you are notified by other means. Bitwage will try to, but is not obligated to, provide thirty (30) days prior notice of any such material change except for the cases described in section 7.3. If you do not wish to be bound by such change, you may discontinue using and terminate the Service before the change becomes effective. Your continued use of the Service after the change becomes effective indicates your agreement to the change.

15. GENERAL

15.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Bitwage and you regarding the Service and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided herein.

15.2. SEVERABILITY. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.

15.3. ASSIGNMENT. You may not assign this Agreement without the prior written consent of Bitwage. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

15.4. ELECTRONIC TRANSMISSION. This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.

15.5.PROVISIONS APPLICABLE TO DEVELOPERS/OPERATORS OF APPLICATIONS AND WEBSITES USING BITWAGE API. If you are a developer or operator of an application or website that connects to Bitwage through our API, you agree to our Terms of Service API Addendum.

15.6. COMPANY LOGO. Unless you expressly give a written request otherwise, you hereby give permission for Bitwage to publish and/or use your company logo or registered mark for all purposes connected with our business. It is understood that we may use said logo or mark for advertising relating to Bitwage, for seminars, symposiums, recruiting new relationships, published materials, electronic context such as a website, and all other purposes related to our business. Bitwage may use the logo or mark for these purposes without further permission or acquiescence by you and you hereby release Bitwage from all liability relating to the publication or use of the logo/mark. You understand and agree that, if you give a written request in the future that we discontinue publishing and/or using your company logo or registered mark for all purposes connected with our business, there may still be published materials in use and existence that relate to Bitwage and that reflect the the logo or registered mark. We will use reasonable efforts to replace and update such published materials.

15.7. COPYRIGHT AND TRADEMARKS. The information available on or through the Service is the property of Bitwage, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through this Site for commercial or public purposes. Users may not use the trademarks, logos and service marks (\"Marks\") for any purpose including, but not limited to use as \"hot links\" or meta tags in other pages or sites on the World Wide Web without the written permission of Bitwage or such third party that may own the Mark. Questions concerning Bitwage Marks should be directed to info@bitwage.com.

15.8 PRIVACY. Protecting the privacy of our clients and users of our Sites is important to Bitwage. The Bitwage Privacy Statement describes how we use and protect information you provide to us.

15.9. MINORS. The Service is not intended for use by children, especially those under age thirteen (13). No one under age thirteen (13) is allowed to use the websites, provide any personal information or receive our email distributions. Minors between the ages of thirteen (13) and seventeen (17) must be properly employed as a worksite employee and/or have the permission of a parent or legal guardian in order to use the websites, provide any personal information or receive our email distributions.

15.10 CUSTOMER SUPPORT. You agree you will direct questions regarding Bitwage Invoicing only to Bitwage. You agree you will not initiate direct contact with any bank that is involved in supporting Bitwage Invoicing. Any direct contact with a bank or other provider regarding Bitwage Invoicing may result in immediate termination of the service. You may not receive account statements, voided checks or other documents with Bitwage Invoicing.

16. SECURITY

16.1 TRANSMISSION OF PERSONAL DATA. You acknowledge and agree that by providing Bitwage with any personal information through the Service, you consent to the transmission of such personal user information over international borders as necessary for processing in accordance with Bitwage's standard business practices and the Bitwage Privacy Statement.

16.2. ACCESS TO PASSWORD PROTECTED/SECURE AREAS. Access to and use of password protected and/or secure area of the Service is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

16.3. ENCRYPTION. Data transmitted to and from the Service is encrypted for your protection. However, the security of information transmitted through the Internet can never be guaranteed. Bitwage is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, username, or other form of authentication involved in obtaining access to password protected or secure areas of the Service. In order to protect you and your data, Bitwage may suspend your use of the Service, without notice, pending an investigation, if any breach of security is suspected.

17. DIGITAL CURRENCY

17.1. PAYMENT. Bitwage will pay out value in Digital Currency according to the wallet preference provided by employees. The Digital Currency Exchange rate will be listed at settlement (trade) of the transaction unless otherwise specified below. You agree, as an employee, to allow up to two days of delay on payments owed in the form of wages in exchange for the conversation of USD to Digital Currency when receiving Digital Currency wages through Bitwage and its fulfillment partners. NOTE BITWAGE IS NOT AN EXCHANGE OR ADMINISTRATOR OF VIRTUAL CURRENCY AND ONLY ACCEPTS PAYMENTS FROM EMPLOYERS FOR THE PURPOSE OF PAYROLL FUNCTIONS ON BEHALF OF THE WAGE EARNER OR SERVICE PROVIDER.

17.2. NO AMENDMENT POLICY. You will have no right to cancel or amend any Payroll Information received by Bitwage after it has been approved by your Payroll Administrator and submitted to Bitwage. Bitwage will use reasonable efforts to act on such request prior to transmitting the Entries to the ACH, gateway operator, Digital Currency Exchange, through the Digital Currency protocol, or any other payment rail, but will have no liability if the cancellation or amendment is not affected. You will reimburse Bitwage for any expenses, losses or damages Bitwage incurred in effecting or attempting to affect your request. Except for Entries created from Payroll Information that have been reapproved and resubmitted in accordance with the requirements of this Agreement, Bitwage will have no obligation to retransmit a returned Entry to the ACH, gateway operator, Digital Currency Exchange, through the Digital Currency protocol, or any other payment rail, if Bitwage complied with the terms of this Agreement.

17.3. DIGITAL CURRENCY WALLET ADDRESSES. As described in section 3.3, you shall provide complete and accurate Payroll Information. For you, as an employee, this includes all Digital Currency Wallet information, including, but not limited to, a Digital Currency Wallet Address for receiving Digital Currency. You must correct incorrect or missing Payroll Information, either by itself or by notifying Bitwage in the manner specified in the electronic communication and within the time period specified therein. You are fully responsible for the accuracy of all information you provide, submit and/or approve. If you believe or suspect that any Digital Currency Wallets have been known or accessed by unauthorized persons or otherwise compromised, you will immediately notify Bitwage in a manner affording Bitwage a reasonable opportunity to act on the information. You acknowledge that failure to immediately notify Bitwage could result in loss of funds. Bitwage reserves the right to prevent the transmission of Digital Currency should Bitwage have reason to believe the provided Digital Currency Wallet information is inaccurate or compromised. Bitwage will try to, but is not obligated to, hold the funds for a reasonable amount of time for the party to correct the information. If the correction is not made within 30 days, the funds will be returned to the employer and/or the payee.

17.4. RECEIPT OF DIGITAL CURRENCY PAYMENT. You recognize that an employer payment made in Digital Currency is received by the employee, whom is owed payment from the employer, at the moment the USD sent from an employer is converted into Digital Currency. In the case that an employer sends Digital Currency instead of USD, you recognize that an employer payment made in Digital Currency is received by the employee, whom is owed payment from the employer, at the moment the employer presses submit and sends Digital Currency to Bitwage. Once you press submit, the Bitwage service will provide you with a Digital Currency exchange rate. After pressing submit, you have ten (10) minutes to send Digital Currency to the Bitwage wallet address and have the transaction be accepted on the public blockchain. Otherwise, you must resubmit the Digital Currency order with Bitwage, thus recalculating the exchange rate offered to the most updated exchange rate. If you send a partial amount, Bitwage reserves the right to cancel the Digital Currency order. In the event of a cancellation, Bitwage will prompt you for a return address and will return the Digital Currency to the address you have provided within thirty (30) days.



Last modified in May 2018

This policy describes the ways we collect, store, use and protect your personal information. You accept this policy when you sign up for or use our products, services or any other features, technologies or functionalities offered by us on our website or through any other means. We may amend this policy at any time by posting a revised version on our website. The revised version will be effective at the time we post it or when you are notified by other means. In addition, if the revised version includes a substantial change, Bitwage will try to, but is not obligated to, provide thirty (30) days prior notice of any such material change. You acknowledge that any such notice will be made available for your benefit and convenience.

Collecting Personal Information

When you visit the Bitwage website or use the Bitwage Services, the data we collect may include but is not limited to your IP address and standard web log information, such as your browser type and pages accessed on our website. If you open an account or use Bitwage Services, the data we collect may include but is not limited to:

  • User first name, last name, Date of Birth, phone, street address, city, state, zip and country.
  • Company name, phone, street address, city, state, zip, email, EIN number, and website URL.
  • Other information: Any information needed to comply with all legal requirements to use Bitwage Services.

Before permitting you to use Bitwage Services, we may require you to provide additional information, e.g. your social security number or government-issued IDso that we can verify your identity or address or manage risk. We may also obtain information about you from third parties such as your employer, credit bureaus, and identity verification services.

When you are using Bitwage Services, we collect information about your transactions and other activities on our website, and we may collect information about your computer other access devices for fraud prevention purposes.

Cookie Policy

When you access our website, we, or third party services that we use, may place small data files called \"cookies\" on your computer. We and our service providers may also use cookies to customize the Bitwage Services, content and advertising; measure promotional effectiveness, and promote trust and safety.

We encode our cookies (see our Security Policy- Browser Security) so that only we can interpret the information stored in them. We may also collect information about your computer or other access devices to mitigate risk and for fraud prevention purposes.

Minors

No one under age thirteen (13) is allowed to use the website, provide any personal information or receive our email distributions. Minors between the ages of thirteen (13) and seventeen (17) must be properly employed as a worksite employee and/or have the permission of a parent or legal guardian in order to use the website, provide any personal information or receive our email distributions.

Storing and Protecting Personal Information

Throughout this policy, we use the term \"personal information\" to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific user.

All data that we process, store, or transmit is classified according to its business requirements and secured accordingly. By default, all data is considered confidential and is restricted on a need to know basis. Access to personal info is only allowed on a need to know basis. Access to data is safeguarded in alignment with industry best practices, which can be viewed in ourSecurity Policy.

Bitwage aligns itself with the Safe Harbor privacy principles as set forth by the U.S. Department of Commerce regarding the collection, storage, use, transfer and other processing of Personal Data transferred from the European Economic Area (“EEA”) or Switzerland to the United States. While Bitwage itself is not certified by the US Department of Commerce, the information that you submit via the Bitwage website is hosted on secure servers by Google Cloud Platform located in the United States.

Use of Personal Information

Our primary purpose in collecting personal information is to provide you with a secure and efficient experience. We may use your personal information to:

  • Provide Bitwage Services and customer support;
  • Process transactions and send notices about your transactions;
  • Resolve disputes, collect fees, and troubleshoot problems;
  • Prevent potentially prohibited or illegal activities, and enforce our User Agreement;
  • Customize, measure, and improve the Bitwage Services and the content and layout of our website and applications;
  • Deliver targeted marketing, service update notices, and promotional offers based on your communication preferences;
  • Compare information for accuracy and verify it with third parties.

Marketing

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. If you do not wish to receive marketing communications from us or participate in our ad programs, click the unsubscribe link in the emails we send, or notify us at support@bitwage.com.

EEA Residents: Pursuant to EEA Data Protection Law, we process this personal information to satisfy on your consent.

We will not use your personal information for purposes other than those purposes we have disclosed to you, without your permission. From time to time we may request your permission to allow us to share your personal information with third parties. You may opt out of having your personal information shared with third parties or allowing us to use your personal information for any purpose that is incompatible with the purposes for which we originally collected it or subsequently obtained your authorization.

Sharing Personal Information

To process your payments, we may share some of your personal information with the party or company that you are paying or that is paying you. The personal information provided to other Bitwage users who you pay may include but is not limited to:

  • Company name
The information provided to other Bitwage users from whom you receive payment may include but is not limited to:
  • User name, date of birth, address, email, phone number
We share personal information with other Bitwage users to whom you pay after you have consented to the information being shared by choosing them as a recipient. We share personal information with other Bitwage users from whom you receive payment after you have consented to the information being shared by entering your Digital Currency Receiving Address for that Bitwage user.

We work with third parties, who add value or additional services for Bitwage. In doing so, a third party may share information about you with us, such as your email address or mobile phone number. We use this information to confirm to that you are a Bitwage customer and that a Bitwage, payroll can then proceed.

Personal information may also be shared with third parties when you use these third parties to access the Bitwage Services. Unless you have agreed to it, these third parties are not allowed to use this information for any purpose other than to enable the Bitwage Services.

If you request that we validate your status as a Bitwage customer with a third party, we will do so as a convenience to our customers, however, we are not required to do so. Please note that many third parties we work with have their own privacy policies, and Bitwage may not be held responsible for their operations, including, but not limited to, their information practices.

Your Rights

You can contact us to obtain a copy of the Personal Information held about you by us. This may be subject to a fee not exceeding any prescribed fee permitted by applicable law. You can also ask us to correct and, where relevant, erase that information. Please note that certain Personal Information may need to be retained by Bitwage for a period of time following cancellation of your account where this is necessary for our legitimate business purposes or required by applicable law. As mentioned above in Marketing, you have a right to change your email preferences at any time.

Pursuant to EEA Data Protection Law, our lawful basis for processing such data is compliance with legal obligations. In some cases, we may process additional data about you to ensure our Services are not used fraudulently or for illicit activities. In such instances, your personal information is necessary to verify your identify to allow for us to continue processing your transactions.

How You Can Access or Change Your Personal Information

You are entitled to review, correct, or amend your personal information, or to delete that information where it is inaccurate. You may do this at any time by logging in to your account and making the necessary modifications, or you may contact support@bitwage.com detailing your changes.

If you close your Bitwage Account, we will mark your account in our database as "Closed," but will keep your account information in our database for a minimum of 5 years. This is necessary to deter fraud, by ensuring that persons who try to commit fraud will not be able to avoid detection simply by closing their account and opening a new account. Note that once your account has been closed, your personal information will not be used by us for any further purposes, except as necessary to prevent fraud and assist law enforcement, as required by law, or in accordance with this Privacy Policy.

Rights in Relation to the Use of Your Personal Information

Rights of access, correction and deletion of the personal information that we hold about you under European data protection legislation, and to some related information. You can also require any inaccurate personal information to be corrected or deleted.

Right to object our use of your personal information for direct marketing purposes at any time and you may have the right to object to our processing of some or all your personal information (and require them to be deleted) in some other circumstances.

To exercise any of these rights, please contact us at support@bitwage.com.

Retention of Personal Information

We store your personal information securely throughout the life of your Bitwage account. We will only retain your personal information for as long as necessary to fulfil the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting obligations or to resolve disputes. While retention requirements vary by jurisdiction, information about our typical retention periods for different aspects of your personal information are described below.

  • Contact Information such as your name, email address and telephone number for marketing purposes is retained on an ongoing basis until you opt out.
  • Information collected via technical means such as cookies, webpage counters and other analytics tools is maintained in accordance with our cookie policy.

Individual Rights

  • Right to withdraw consent the processing of your personal information collected based on your consent at any time.
  • Right to erasure of your personal information that:
    • (a) is no longer necessary in relation to the purposes for which it was collected or otherwise processed
    • (b) was collected in relation to processing that you previously consented, but later withdrew such consent
    • (c) was collected in relation to processing activities to which you object, and there are no overriding legitimate grounds for our processing. If we have made your personal information public and are obliged to erase the personal information, we will, taking account of available technology and the cost of implementation, take reasonable steps, including technical measures, to inform other parties that are processing your personal information that you have requested the erasure of any links to, or copy or replication of your personal information. The above is subject to limitations by relevant data protection laws.
      • Bitwage will attempt limit the storage of your personal information to the extent that storage is necessary to serve the purpose(s) for which the personal information was processed, to resolve disputes, enforce our agreements, and as required or permitted by law.
  • Right to data portability of personal information in a structured, commonly used and machine-readable format, and to have us transfer your personal information directly to another “controller”, where technically feasible, unless exercise of this right adversely affects the rights and freedoms of others. A “controller” is a natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of your personal information.
    • Right to restriction of or processing. You have the right to restrict or object to us processing your personal information where one of the following applies:
    • (a) You contest the accuracy of your personal information that we processed. In such instances, we will restrict processing during the period necessary for us to verify the accuracy of your personal information.
    • (b) The processing is unlawful, and you oppose the erasure of your personal information and request the restriction of its use instead.
    • (c) We no longer need your personal information for the purposes of the processing, but it is required by you to establish, exercise or defense of legal claims.
  • Data Protection Officer: You may reach our data protection officer at support@bitwage.com Your rights to personal information are not absolute. Access may be denied when:
    • Denial of access is required or authorized by law;
    • Granting access would have a negative impact on other's privacy;
    • To protect our rights and properties;
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Data Processing and Security Terms

The Customer agreeing to these terms (“Customer”) and Bitwage, Inc. or Bitwage Ireland Limited (as applicable, “Bitwage”) have entered into a Bitwage Platform License Agreement (as amended to date, the "Bitwage Platform License Agreement"). These Data Processing and Security Terms, including the Appendices (collectively, the “Terms”) are entered into by Customer and Bitwage as of the Terms Effective Date and supplement the Bitwage Platform License Agreement. These Terms supersede: (a) where the Bitwage Platform License Agreement was entered into offline with Bitwage Ireland Limited, the “Privacy” Clause in that agreement (if applicable); and (b) any Data Processing and Security Terms previously entered into between Customer and Bitwage on the same subject matter.

The “Terms Effective Date” is: (a) if these Terms are incorporated in the Bitwage Platform License Agreement by reference, the effective date of the Bitwage Platform License Agreement (subject to the paragraph above these Terms); or (b) if these Terms are not incorporated into the Bitwage Platform License Agreement by reference, the date Customer accepts these Terms by clicking to accept them.

If these Terms are not incorporated into the Bitwage Platform License Agreement by reference and you are accepting them on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the party you represent, to these Terms. If you do not have the legal authority to bind Customer, please do not click the “I Accept” button.

1. Introduction

These Terms reflect the parties’ agreement with respect to terms governing the processing of Customer Personal Data under the Bitwage Platform License Agreement.

2. Definitions

2.1 Capitalized terms used but not defined in these Terms have the meanings set out in the Bitwage Platform License Agreement. In these Terms, unless expressly stated otherwise:

Additional Products means products, services and applications (whether made available by Bitwage or a third party) that are not part of the Services, but that may be accessible via the Admin Console or otherwise, for use with the Services.

Agreement means the Bitwage Platform License Agreement, as supplemented by these Data Processing and Security Terms, and as may be further amended from time to time in accordance with the Bitwage Platform License Agreement.

Bitwage Platform License Agreement refers to the terms and conditions the Customer has agreed to for operating the Bitwage service.

Customer Data means content provided to Bitwage by Customer (or at its direction) via the Services under the Account.

Customer Personal Data means the personal data that is contained within the Customer Data.

Data Incident means (a) any unlawful access to Customer Data stored in the Services or systems, equipment, or facilities of Bitwage or its Subprocessors, or (b) unauthorized access to such Services, systems, equipment, or facilities that results in loss, disclosure, or alteration of Customer Data.

Data Protection Legislation means, as applicable: (a) any national provisions adopted pursuant to the Directive that are applicable to Customer and/or any Customer Affiliates as the controller(s) of the Customer Personal Data; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).

Directive means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.

EEA means the European Economic Area.

Bitwage Group means those Bitwage Affiliates involved in provision of the Services to Customer.

Instructions means Customer’s written instructions to Bitwage consisting of the Agreement, including instructions to Bitwage to provide the Services as set out in the Agreement; instructions given by Customer via the Admin Console and otherwise in its use of the Services; and any subsequent written instructions given by Customer to Bitwage and acknowledged by Bitwage.

Contract Clauses or CCs mean the standard contractual clauses (processors) for the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

Safe Harbor Certification means a current certification to the U.S. Department of Commerce Safe Harbor framework requirements as set out at: http://export.gov/safeharbor/eu/eg_main_018475.asp, or any replacement framework or URL from time to time.

Security Measures has the meaning given in Section 6.1 (Security Measures) of these Terms.

Bitwage Platform License Agreement refers to the term “Bitwage Services” as defined under the terms and conditions the Customer has agreed to for operating the Bitwage service.

Subprocessors means (a) all Bitwage Group entities that have logical access to, store or process, Customer Personal Data (each, a “Bitwage Group Subprocessor”), and (b) all third parties (other than Bitwage Group entities) that are engaged to provide services to Customer and that have logical access to, store or process, Customer Personal Data (each, a "Third Party Subprocessor").

Third Party Auditor means a qualified and independent third party auditor, whose then-current identity Bitwage will disclose to Customer.

2.2 The terms “personal data”, “processing”, “data subject”, “controller” and “processor” have the meanings given to them in the Directive. The terms “data importer” and “data exporter” have the meanings given to them in the Model Contract Clauses.

3. Term

These Terms will take effect on the Terms Effective Date and, notwithstanding expiry or termination of the Bitwage Platform License Agreement, will remain in effect until, and automatically terminate upon, deletion by Bitwage of all data as described in Section 7 (Data Correction, Blocking, Exporting, and Deletion) of these Terms.

4. Data Protection Legislation

The parties agree and acknowledge that the Data Protection Legislation may apply to the processing of Customer Personal Data.

5. Processing of Customer Personal Data

5.1 Controller and Processor. If the Data Protection Legislation applies to the processing of Customer Personal Data, then as between the parties, the parties acknowledge and agree that: (a) Customer is the controller of Customer Personal Data under the Agreement; (b) Bitwage is a processor of such data; (c) Customer will comply with its obligations as a controller under the Data Protection Legislation; and (d) Bitwage will comply with its obligations as a processor under the Agreement. If under the Data Protection Legislation a Customer Affiliate is considered the controller (either alone or jointly with the Customer) with respect to certain Customer Personal Data, Customer represents and warrants to Bitwage that Customer is authorized: (i) to give the Instructions to Bitwage and otherwise act on behalf of such Customer Affiliate in relation to such Customer Personal Data as described in these Terms, and (ii) to bind the Customer Affiliate to these Terms. Appendix 1 sets out a description of the categories of data that may fall within Customer Personal Data and of the categories of data subjects to which that data may relate.

5.2 Scope of Processing. Bitwage will only process Customer Personal Data in accordance with the Instructions, and will not process Customer Personal Data for any other purpose.

5.3 Additional Products. Customer acknowledges that if it installs, uses, or enables Additional Products, then the Services may allow such Additional Products to access Customer Data as required for the interoperation of those Additional Products with the Services. The Agreement does not apply to the processing of data transmitted to or from such Additional Products. Such Additional Products are not required to use the Services.

6. Data Security; Security Compliance; Audits

6.1 Security Measures. Bitwage will take and implement appropriate technical and organizational measures to protect Customer Data against accidental or unlawful destruction or accidental loss or alteration, or unauthorized disclosure or access, or other unauthorized processing, as detailed in Appendix 2 (the "Security Measures"). Bitwage may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Services. Customer agrees that it is solely responsible for its use of the Services, including securing its account authentication credentials, and that Bitwage has no obligation to protect Customer Data that Customer elects to store or transfer outside of Bitwage’s and its Subprocessors’ systems (e.g., offline or on-premise storage).

6.2 Security Compliance by Bitwage Staff. Bitwage will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance.

6.3 Data Incidents. If Bitwage becomes aware of a Data Incident, Bitwage will promptly notify Customer of the Data Incident, and take reasonable steps to minimize harm and secure Customer Data. Notification(s) of any Data Incident(s) will be delivered to the email address provided by Customer in the Agreement (or in the Admin Console) or, at Bitwage’s discretion, by direct Customer communication (e.g., by phone call or an in-person meeting). Customer acknowledges that it is solely responsible for ensuring that the contact information set forth above is current and valid, and for fulfilling any third party notification obligations. Customer agrees that “Data Incidents” do not include: (i) unsuccessful access attempts or similar events that do not compromise the security or privacy of Customer Data, including pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems; or (ii) accidental loss or disclosure of Customer Data caused by Customer’s use of the Services or Customer’s loss of account authentication credentials. Bitwage’s obligation to report or respond to a Data Incident under this Section will not be construed as an acknowledgement by Bitwage of any fault or liability with respect to the Data Incident.

6.4 Compliance with Security and Privacy Standards; SOC 2 and 3 Reports

  1. its ISO/IEC 27001:2013 Bitwage develops, manages and operates its applications, systems and services in alignment with current ISO standards. Bitwage relies on the ISO Certification of it’s subprocessors to ensure their compliance to ISO. These may be obtained directly from those subprocessors.
  2. Bitwage relies on its subprocessors for obtaining a confidential Service Organization Control (SOC) 2 report (or a comparable report). These may be obtained directly from those subprocessors.
  3. Bitwage relies on its subprocessors for obtaining a confidential Service Organization Control (SOC) 3 report (or a comparable report). These may be obtained directly from those subprocessors.

6.5 Auditing Security Compliance.

6.5.1 Reviews of Security Documentation. Customers may contact the Bitwage subprocessors for:

  1. the certificate issued in relation to subprocessor’s ISO 27001 Certification;
  2. subprocessor’s then-current SOC 3 Report;
  3. a summary or redacted version of the subprocessors then-current confidential SOC 2 Report; and
  4. following a request by Customer in accordance with Section 6.5.4 below, the subprocessor’s then-current confidential SOC 2 Report.

6.5.2 Customer Reviews. If Customer (or an authorized Customer Affiliate) has entered into Contract Clauses as described in Section 10.2 of these Terms, Customer or such Customer Affiliate may exercise the review rights granted under clauses 5(f) and 12(2) of such Contract Clauses:

  1. by instructing Bitwage to execute the a review as described in 6.5.1 above; and/or
  2. following a request by Customer in accordance with Section 6.5.4 below, by executing an review as described in such Contract Clauses.

6.5.3 Additional Business Terms for Reviews. Bitwage and Customer (or an authorized Customer Affiliate if applicable) will discuss and agree in advance on:

  1. the reasonable date(s) of and security and confidentiality controls applicable to any Customer review under Section 6.5.1(d); and
  2. the identity of a suitably qualified review in accordance with the terms agreed upon within the Contract Clauses and the reasonable start date, scope and duration of and security and confidentiality controls applicable to any such review. The scope shall only include those activites performed by Bitwage and not any subprocessor except for those described under Section 5.4 and/or Section 6.5.1.

Bitwage reserves the right to charge a fee (based on Bitwage’s reasonable costs) for any review under Section 6.5.1(d) and/or under Section 6.5.2(b). For clarity, Bitwage is not responsible for any costs incurred or fees charged by any third party reviewer appointed in connection with a a review under Section 6.5.2(b). Nothing in this Section 6.5 varies or modifies any rights or obligations of Customer (or any authorized Customer Affiliate) or Bitwage, Inc. under any Contract Clauses entered into as described in Section 10.2 (Transfers of Data Out of the EEA) of these Terms.

6.5.4 Requests for Reviews and Audits. Any requests under Section 6.5.1 or 6.5.2 must be sent to the Data Privacy Office as described in Section 9 (Data Privacy Office for Bitwage Platform) of these Terms.

7. Data Correction, Blocking, Exporting, and Deletion

During the Term, Bitwage will provide Customer with the ability to correct, block, export and delete Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement. Once Customer deletes Customer Data via the Services such that the Customer Data cannot be recovered by Customer (the “Customer-Deleted Data”), Bitwage will delete the Customer-Deleted Data within a maximum period of 180 days, unless applicable legislation or legal process prevents it from doing so. On the expiry or termination of the Agreement (or, if applicable on expiry of any post-termination period during which Bitwage may agree to continue providing access to the Services), after a recovery period of up to 30 days following such expiry or termination, Bitwage will thereafter delete the Customer-Deleted Data within a maximum period of 180 days, unless applicable legislation or legal process prevents it from doing so.

8. Access; Export of Data

During the Term, Bitwage will make available to Customer the Customer Data in a manner consistent with the functionality of the Services and in accordance with the terms of the Agreement. To the extent Customer, in its use and administration of the Services during the Term, does not have the ability to amend or delete Customer Data (as required by applicable law), or migrate Customer Data to another system or service provider, Bitwage will, at Customer’s reasonable expense, comply with any reasonable requests by Customer to assist in facilitating such actions to the extent Bitwage is legally permitted to do so and has reasonable access to the relevant Customer Data.

9. Data Privacy Office for Bitwage Platform

Bitwage’s Data Privacy Office for Bitwage Platform can be contacted by Customer administrators at support@bitwage.com (or via such other means as Bitwage may provide).

10. Data Transfers

10.1 Transfers of Data Out of the EEA. If the storage and processing of Customer Data (as set out in Section 10.1 above) involves transfers of Customer Personal Data out of the EEA, and Data Protection Legislation applies to those transfers, Bitwage will:

10.1.1 ensure that Bitwage, Inc. as the data importer of Customer Personal Data enters into Model Contract Clauses with Customer (or an authorized Customer Affiliate) as the data exporter of such data, if Customer so requests, and that the transfers are made in accordance with any such Model Contract Clauses; and/or

10.1.2 adopt a solution that achieves compliance with the terms of the Directive for transfers of personal data to a third country, and ensure that the transfers are made in accordance with such solution.

10.2 Data Center Information. Bitwage will make available to Customer information about the countries in which data centers used to store Customer Personal Data are located.

11. Subprocessors

11.1 Subprocessors. Bitwage may engage Subprocessors to provide limited parts of the Services, subject to the restrictions in these Terms.

11.2 Subprocessing Restrictions. Bitwage will ensure that Subprocessors only access and use Customer Data in accordance with Section 10.1 (Data Location and Transfers) and terms of the Agreement and that they are bound by written agreements that require them to provide at least the level of data protection required by the following, as applicable pursuant to Section 10.2 (Transfers of Data Out of the EEA): (a) any Model Contract Clauses entered into by Bitwage, Inc. and Customer (or an authorized Customer Affiliate); and/or (b) any alternative compliance solution adopted by Bitwage.

11.3 Consent to Subprocessing. Customer consents to Bitwage subcontracting the processing of Customer Data to Subprocessors in accordance with the Agreement. If the Model Contract Clauses have been entered into as described above, Customer (or, if applicable, an authorized Customer Affiliate) consents to Bitwage, Inc. subcontracting the processing of Customer Data in accordance with the terms of the Model Contract Clauses.

11.4 Additional Information. At the written request of the Customer, Bitwage will provide additional information regarding Subprocessors and their locations. Any such requests must be sent to Bitwage’s Data Privacy Office for Bitwage Platform, the contact details of which are set out in Section 9 (Data Privacy Office for Bitwage Platform) above.

Bitwage Platform: EU Contract Clauses

Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which may not ensure an adequate level of data protection

the non-Bitwage legal entity accepting the Clauses (the “Data Exporter”)

And

Bitwage, Inc. 70 Zoe Street, Suite 200, San Francisco, California, 94107, USA (the “Data Importer)

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the Data Exporter to the Data Importer of the personal data specified in Appendix 1.

The Clauses (including Appendices 1 and 2) are effective from the date the non-Bitwage entity has both: (i) executed a valid “Bitwage Platform License Agreement” with “Data Processing and Security Terms” (collectively the “Services Agreement”) or is otherwise an authorized customer affiliate under such Services Agreement; and (ii) clicked to accept these Clauses. A “Bitwage Platform License Agreement” means a service agreement entered into with Bitwage, Inc. or Bitwage Ireland Limited, as applicable. “Data Processing and Security Terms” means terms incorporated by reference in the Data Processing and Security Terms page (you can find here) or otherwise subsequently agreed between the parties to that agreement that set forth certain terms in relation to the protection and processing of personal data.

If you are accepting on behalf of the Data Exporter, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand the Clauses; and (iii) you agree, on behalf of the party that you represent, to the Clauses. If you do not have the legal authority to bind the Data Exporter, please do not click the “I Accept” button below. The Clauses shall automatically expire on the termination or expiry of the Data Processing and Security Terms. The parties agree that where Data Exporter has been presented with these Clauses and clicked to accept these terms electronically, such acceptance shall constitute execution of the entirety of the Clauses by both parties, subject to the effective date described above.

Clause 1

Definitions

For the purposes of the Clauses:

  1. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘Data Subject’ and ‘Supervisory Authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
  2. ‘the Data Exporter’ means the controller who transfers the personal data;
  3. ‘the Data Importer’ means the processor who agrees to receive from the Data Exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25 (1) of Directive 95/46/EC;
  4. ‘the Subprocessor’ means any processor engaged by the Data Importer or by any other subprocessor of the Data Importer who agrees to receive from the Data Importer or from any other subprocessor of the Data Importer personal data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
  5. ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the Data Exporter is established;
  6. ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

  1. The Data Subject can enforce against the Data Exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
  2. The Data Subject can enforce against the Data Importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the Data Exporter, in which case the Data Subject can enforce them against such entity.
  3. The Data Subject can enforce against the Subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the Data Subject can enforce them against such entity. Such third-party liability of the Subprocessor shall be limited to its own processing operations under the Clauses.
  4. The parties do not object to a Data Subject being represented by an association or other body if the Data Subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the Data Exporter

The Data Exporter agrees and warrants:

  1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law and does not violate the relevant provisions of that State
  2. that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the Data Exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
  3. that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in the Security Policy page (you can find here: https://www.bitwage.com/policies#security) to this contract;
  4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation.
  5. that it will ensure compliance with the security measures;
  6. that, if the transfer involves special categories of data, the Data Subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
  7. to forward any notification received from the data importer or any Subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides to continue the transfer or to lift the suspension;
  8. to make available to the Data Subjects upon request a copy of the Clauses and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
  9. that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a Subprocessor providing at least the same level of protection for the personal data and the rights of Data Subject as the Data Importer under the Clauses; and
  10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the Data Importer*

The Data Importer agrees and warrants:

  1. to process the personal data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
  2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
  3. that it has implemented the technical and organizational security measures specified in the Security Policy page (you can find here: https://www.bitwage.com/policies#security) before processing the personal data transferred;
  4. that it will promptly notify the Data Exporter about:
    1. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
    2. any unauthorized access; and
    3. any request received directly from the Data Subjects without responding to that request, unless it has been otherwise authorized to do so;
  5. to deal promptly and properly with all inquiries from the Data Exporter relating to its processing of the personal Data Subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
  6. at the request of the Data Exporter to submit its data processing facilities for review of the processing activities covered by the Clauses which shall be carried out by an entity acceptable to the Data Importer and limited to the evaluation of the infrastructure facilities of subprocessors.
  7. to make available to the Data Subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information;
  8. that, in the event of sub-processing, it has previously informed the Data Exporter and obtained its prior written consent;
  9. that the processing services by the Subprocessor will be carried out in accordance with Clause 11;
  10. to send promptly a copy of any Subprocessor agreement it concludes under the Clauses to the Data Exporter.

Clause 6

Liability

  1. The parties agree that any Data Subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or Subprocessor is entitled to receive compensation from the Data Exporter for the damage suffered.
  2. If a Data Subject is not able to bring a claim for compensation in accordance with paragraph 1 against the Data Exporter, arising out of a breach by the Data Importer or his Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the Data Subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity.
  3. If a Data Subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in paragraphs 1 and 2, arising out of a breach by the Subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the Subprocessor agrees that the Data Subject may issue a claim against the data Subprocessor with regard to its own processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the Data Subject can enforce its rights against such entity. The liability of the Subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

  1. The Data Importer agrees that if the Data Subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the Data Importer will accept the decision of the Data Subject;
    1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
    2. to refer the dispute to the courts in the Member State in which the Data Exporter is established.
  2. The parties agree that the choice made by the Data Subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

  1. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
  2. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any Subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law.
  3. The Data Importer shall promptly inform the Data Exporter about the existence of legislation applicable to it or any Subprocessor preventing the conduct of an audit of the Data Importer, or any Subprocessor, pursuant to paragraph 2. In such a case the Data Exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the Data Importer is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Sub-Processing

  1. The Data Importer shall not subcontract any of its processing operations performed on behalf of the Data Exporter under the Clauses without notifying the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the Subprocessor which imposes the same obligations on the Subprocessor as are imposed on the Data Importer under the Clauses. Where the Subprocessor fails to fulfill its data protection obligations under such written agreement the Data Importer shall remain fully liable to the Data Exporter for the performance of the Subprocessor’s obligations under such agreement.
  2. The prior written contract between the Data Importer and the Subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the Data Subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third-party liability of the Subprocessor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the Data Importer is established.
  4. The Data Exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the Data Exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

  1. The parties agree that on the termination of the provision of data processing services, the Data Importer and the Subprocessor shall, if requested by the Data Exporter, destroy all the personal data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from destroying all or part of the personal data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
  2. The Data Importer and the Subprocessor warrant that upon request of the Data Exporter and/or of the supervisory authority, it will submit its data processing facilities for a review of the measures referred to in paragraph 1.

Appendix 1

to the Standard Contractual Clauses

This Appendix forms part of the Clauses

Data Exporter

The Data Exporter is the non-Bitwage legal entity that is a party to the Clauses.

Data Importer

The Data Importer is Bitwage, Inc. or Bitwage Ireland Limited

Data Subjects

The personal data transferred concern the following categories of data subjects: Data subjects include the individuals about whom data is provided to Bitwage via the Services by (or at the direction of) Data Exporter.

Categories of data.

The personal data transferred concern the following categories of data: Data relating to individuals provided to Bitwage via the Services by (or at the direction of) Data Exporter.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data: Data relating to individuals provided to Bitwage via the Services by (or at the direction of) Data Exporter.

Processing operations.

The personal data transferred will be subject to the following basic processing activities:

Scope of Processing.

The Clauses reflect the parties’ agreement with respect to the processing and transfer of personal data specified in this Appendix pursuant to the provision of the Services. Personal data may be processed only to comply with Instructions (as defined in the Data Processing and Security Terms). The Data Exporter instructs the Data Importer to process personal data in countries in which the Data Importer or its Subprocessors maintain facilities.

Term of Data Processing.

Data processing will be for the term specified in the Data Processing and Security Terms. Such term will automatically terminate upon the deletion by the Data Importer of all data as described in the Data Processing and Security Terms.

Data Deletion.

During the term of the Services Agreement, the Data Importer will provide the Data Exporter with the ability to delete the Data Exporter’s personal data from the Services in accordance with the Services Agreement. After termination or expiry of the Services Agreement, the Data Importer will delete the Data Exporter’s personal data in accordance with the Services Agreement.

Access to Data.

During the term of the Services Agreement, the Data Importer will provide the Data Exporter with access to, and the ability to correct, block, and export the Data Exporter’s personal data from the Services in accordance with the Services Agreement.

Subprocessors.

The Data Importer may engage Subprocessors to provide parts of the Services. The Data Importer will ensure Subprocessors only access and use the Data Exporter’s personal data to provide the Services and not for any other purpose.

* Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defense, public security, the prevention, investigation, detection and prosecution of criminal offenses or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognized sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

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Last modified in February 2016

The Bitwage security policy addresses concepts such as threats, threat agents, controls, and uncontrolled risks that involve its business and it is designed to prevent potential security issues that may affect the company and/or its customers. The policy is regularly reviewed to make sure its software, systems, and practices are in full-compliance with it.

Bitwage has a complete internal information security program that is designed to align with ISO and NIST standards as well as industry best practices for financial service organizations.

Servers

Bitwage production servers and data are secured for confidentiality and integrity using full-disk encryption and backups. Servers use intrusion detection software and various cryptographic techniques to detect filesystem tampering. Essential services are segregated by function to protect any possible vulnerabilities from exposing another unrelated service.

No customer funds are stored with Bitwage for longer than the time it takes to fulfill a payroll order. If funds must be stored for longer than a transaction due to an unforeseen issue, they are held offline in an isolated air-gapped machine with paper backups to protect the funds and to discourage malicious targeting of our servers.

Application

Personal information (see Privacy Policy) is encrypted using enterprise grade and industry standard AES 256 encryption. We protect against various attacks such as SQL injection and CSRF attacks on form submissions. We protect against brute force attacks with proactive techniques such as rate limiting, account locks, and ip-blacklisting. We have a session time-out after a short time period of inactivity to protect against an attacker accessing an unattended account.

Authentication

We use enterprise grade and industry standard security techniques for the transmission and use of user passwords. We check for strong passwords (minimum length, sufficient entropy) on account creation and password reset. Further, we require Two Factor Authentication via SMS, Google, or Bitwage Authenticator to login and for sensitive data inputs while logged in.

Browser

The Bitwage site runs over encrypted TLS (https). Bitwage uses the following browser security features:

  • X-Frame-Options: Protects against clickjacking by preventing the embedding of the site into an HTML frame.
  • X-XSS-Protection: Blocks XSS attacks.
  • Strict-Transport-Security: Reduces impact of bugs leaking session data through external links and defends against Man-in-the-Middle attacks.
  • HTTPOnly Cookies: Prevents client-side scripts from retrieving cookie values and is a defense against XSS attacks.
  • Secure Cookies: Prevents cookies from being observed as plain text while being sent over the network.
  • Content Security Policy: Prevents cross site scripting and cross-site injections.

Organization

Bitwage employees must pass a background check administered by our AML specialist and Compliance Officer before being hired. We use unique passwords for every third-party service, and two factor authentication with each available third party service. Employees are required to use strong passwords, screen locking, and encrypted hard drives. Further, all employees must perform annual information security awareness training to ensure they are aware of the most current trends and techniques in security.

Email

We will not ask for your account information (email and password) via email. If you receive such an email you may be a target of fraud. Please report suspicious-looking emails to support@bitwage.com.



Responsible Issue Disclosure

Bitwage asks that any possible issues be promptly and responsibly reported to dev@bitwage.com. You may optionally encrypt the email message with our PGP Public key found in Section 4 of the Bitwage Disclosure Policy.

Bitwage will investigate promptly and then reply with a confirmation or denial of the existence of the issue. Bitwage asks that you work with us to allow adequate time to address the issue before publicly disclosing it yourself.

Disclosure

Any unforeseen issues that cause adverse effects for users will be publicly disclosed when it is safe to do so. Bitwage will disclose via the Bitwage website or on a community-accepted alternative website. The extent of each disclosure will be decided on a case-by-case basis, but will include at minimum:

  • Description of the user-facing side-effects
  • Issue Scope (e.g. percentage of users affected)
  • When Bitwage first became aware of the issue
  • Issue Discoverer (if desire to be named)

In addition, recommendations may be provided to users affected.

Bitwage Bug Bounty Program

Bitwage has a bug bounty program. Contact dev@bitwage.com for more information.

Hall of Fame

Individuals responsibly finding and disclosing security flaws.
  • Nakul Mohan 
  • Kalpesh Makwana 
  • Jigar Thakkar (Akhani) 
  • Savan Gadhiya 

Bitwage PGP Public Key

Name: Bitwage Inc.

Email: dev@bitwage.com

Key ID: A3AECE86B7CA6D9F

Fingerprint: 5D72 101C 9EB3 B7E4 82CA 09D9 A3AE CE86 B7CA 6D9F

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Insured Wages


We at Bitwage handle wages with the highest possible level of security. We work with security experts through our public bug-bounty program and with other independent experts including our security advisor to develop in-house enterprise grade security. We align with ISO and NIST standards as well as industry best practices for financial service organizations including banking grade encryption of user data, strict password management policies, multi-factor authentication and secure elements for sensitive processes, and annual audits that include a physical audit of our business headquarters address.

Our security policies and procedures have been vetted by top rated cyber liability insurance experts, and we have insurance against cyber-attacks from a top-rated insurance carrier with an AM Best Rating of A and above. We do not store an inventory of virtual currency, nor do we store customer funds. This means that we hold your funds for a very short time and thus the the risk of loss from malicious actors or otherwise is low. By partnering with a top-rated insurance carrier, it is our goal to provide our customers with a peace of mind that their wages are in a safe place after invoicing their clients and waiting for their funds to arrive.


Guaranteed Trackable

Bitwage If we cannot track your wage, we will refund any fees collected.


Bitwage, Inc. (“Bitwage”) guarantees that it has the ability to monitor and track all inbound and outbound payments sent through its system to and from its clients. Upon request from the client, Bitwage will provide the client with information on where the payment is in the process. If, prior to delivery of a payment, Bitwage is unable to determine and communicate where the client’s payment is in the process, Bitwage will refund any and all fees that Bitwage collected from the client for that particular payment. Bitwage reserves the right to update or change this guarantee at any time and without prior notice.



Bitwage maintains a high standard for trust and we give workers and businesses an unbiased source of information through Jobs. We have three badges that Bitwage workers can qualify for:




This badge says that the worker is verified in three ways:


1. Verified from Past Payments

As their payment processor, we are able to verify who paid a worker, how much they paid, for how long they paid and more. We provide a verified resume from this payment data visible on their bitwage.me profile depending on the worker's privacy preferences.

2. Verified through Vetting Process

All Bitwage users go through an anti-fraud and anti-money laundering process. This process includes a due diligence on the identity of the user and their past in regards to fraud.

3. Verified by Past Employers and Clients

All Bitwage payments are sent only from businesses. This means that Bitwage verified users must first go through a rigorous vetting process from their current and past employers or clients before receiving a payment.




This badge says that the user is among Bitwage users receiving the top 10% of all past month Bitwage volume.

Having this badge indicates that the worker is valuable.




This badge says that the user is among Bitwage users receiving the top 10% of all past month Bitwage transactions.

Having this badge indicates that the worker is popular.





View all Jobs users. My Employer users can share their Bitwage Verified status with a direct personal link. e.g. https://www.bitwage.com/jonathanchester

Bitwage Verification logos are service marks owned by Bitwage, Inc and may be used, with certain restrictions, only by Bitwage and eligible freelancers and contracting companies participating in Bitwage verification programs.