Terms of Service

Ionia Pay Terms of Service Agreement

Last Revised on March 10, 2024

Welcome to the Terms of Service (these “Terms”) for the website, www.ioniapay.com or www.ionia.io, (the “Website”), operated on behalf of Ionia Pay (“Ionia”, “we” or “us”). The Website and any content, tools, features and functionality offered on or through our Website, including but not limited to any services set forth in Section 2, are collectively referred to as the “Service”.

These Terms govern your access to and use of the Service. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Service, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Service.

For purposes of these Terms, “you”, “your” or “user” means you as the user of the Service. You may use the Service as (i) a seller of goods or services (“Merchant”) or (ii) as a purchaser of such goods or services (“Consumer”). If you use the Service as a Merchant, the Merchant Agreement Terms and Conditions as executed between us (“Merchant Terms”) are incorporated herein by reference as if set forth fully in these Terms. If there is a direct conflict between these Terms and the Merchant Terms, the Merchant Terms will control with respect to such conflict. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

SECTION 13 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO IONIA’S SERVICE AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 13.

Use of Electronic Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Ionia Account (defined below) and your use of the Service. Communications may include:

agreements and policies, including updates to these Terms or policies;

transaction receipts, account statement and history; and

other notices we are required to communicate to you from time to time.

We will provide you these Communications by posting them or a notice of them to your Ionia Account and/or by emailing them to you at the primary email address listed in your Ionia Account. You acknowledge that if Ionia sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Ionia will be deemed to have provided the Communication to you. Certain portions of the Service may allow us to contact you via telephone or text messages. You agree that Ionia may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Service, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any Service. You also understand that you may opt out of receiving text messages from us at any time, either by texting the word “STOP” to the number sending you messages, using the mobile device that is receiving the messages, or by contacting support@ioniapay.com. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

A Communication will be considered to have been received by you twenty-four (24) hours after it is posted on you Ionia Account or emailed to you.

Wireless Carrier Authorization

You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Ionia or it’s service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.

The Service

The Service includes, but is not limited to, the capability to fund Ionia wallets, execute verified transactions with other users with Ionia wallets, and settle transactions to an external bank account.

Beta Offerings

From time to time, we may, in our sole discretion, include certain test or beta features or products in the Service (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

Payment Processing

Notwithstanding any amounts owed to Ionia hereunder, IONIA DOES NOT PROCESS PAYMENT FOR ANY SERVICE. To facilitate transactions on the Service and payment of applicable fees we use Astra Inc. (“Astra”), a third-party payment processor. These payment processing services are provided by Astra and are subject to the Astra Terms of Service available at https://astrafi.com/terms/ and Privacy Policy available at https://astrafi.com/privacy/ (collectively, the “Astra Agreements”). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the Astra Agreements, as the same may be modified by Astra from time to time. You hereby authorize Astra to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Astra for more information. Ionia assumes no liability or responsibility for any payments you make through the Service.

Consumer Disputes

If you are a Consumer and are dissatisfied with the goods or services that you have purchased using the Service, then you must first contact the applicable Merchant to resolve such dispute. By using the Services, both you and the Merchant agree to engage in good-faith discussions to resolve any such disputes. In the event that such dispute is not resolved, and no later than 90 days from the disputed transaction, you must login to the Ionia Pay portal and follow the instructions therein to dispute the transaction or, if you are using a Beta Offering, you must contact us directly at support@ioniapay.com. In no event shall you dispute a transaction through your bank or issuer in connection with your use of the Service.

Eligibility

To access or use the Service, Consumers must be residents of the United States who are at least eighteen (18) years of age who hold verified bank or card accounts with United States financial institutions and Merchants must be corporations, limited liability companies, partnerships or sole proprietorships registered and operating in the United States which hold verified bank or card accounts with United States financial institutions. To be used with the service, all bank or card accounts must be compatible with the Astra services. Ionia reserves the right to limit the availability of the Service at any time, to any entity, person or geographic area. By using the Service, you represent and warrant that you meet the applicable requirements. For the avoidance of doubt, if you do not meet the applicable requirements, you must not accessor use the Service

Ionia Account

To access and use certain aspects of the Service, you need to create a Merchant or Consumer account (each, an “Ionia Account”). You agree to provide us with accurate, complete and updated information for your Ionia Account and are solely responsible for any failed transaction resulting from your failure to provide accurate, complete and updated information. Such information may include your full legal name, current address, phone number, valid email address, information about your business, bank account ownership information, debit card information, remittance information or other information as may be requested through the Service. By providing such information, you agree that we may verify such information against third-party databases or other sources and, if we are unable to do so, we will deny your application for an Ionia Account. Use of the Service as a Merchant or Consumer requires approval and may include limitations or restrictions. You can access, edit and update your Ionia Account by logging into your account at www.ioniapay.com or by emailing support@ioniapay.com.

You are solely responsible for any activity on your Ionia Account and for maintaining the confidentiality and security of your password or any other codes that you use to access your Ionia Account and the Service. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@ioniapay.com if you know or have any reason to suspect that your Ionia Account, connected bank or card accounts, or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Ionia Account. You agree not to create any Ionia Account if we have previously removed, suspended, or locked your Ionia Account, or we previously banned you from any of our aspect of our Service, unless we provide written consent otherwise. We may reject your application for an Ionia Account, or cancel, limit, or suspend an existing Ionia Account, for any reason and in our sole discretion.

Location of Our Privacy Policy

Our Privacy Policy describes how we handle the information you provide to us when you use the Service. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.ioniapay.com/privacy-policy.

Rights We Grant You

Right to Use the Service
‍
We hereby permit you to use the Service provided that you comply with these Terms. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Service, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms. Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Ionia, in its sole discretion, may elect to take.
Restrictions On Your Use of the Service.

You may not do any of the following in connection with your use of the Service, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;
duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;
use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Service;
use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Service;
access or use the Service in any manner that could disable, overburden, damage, disrupt or impair the Service or interfere with any other party’s access to or use of the Service or use any device, software or routine that causes the same;
attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, Ionia Accounts registered to other users, or the computer systems or networks connected to the Service;
circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;
use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same;
introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
impersonate any person or organization, or misrepresent your identity or affiliation with any person or organization;
conduct improper commercial activities as determined by us in our sole discretion;
give the impression that your communications emanate from or are endorsed by Ionia or any other person or entity, without Ionia’s consent
submit, transmit, display, perform, post or store any content that is unlawful, defamatory, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, abusive, hateful, or cruel, or otherwise use the Service in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities;
exploit, harm or attempt to harm or exploit minors in any way by exposing them to inappropriate content, asking them for personally identifiable information or otherwise;
engage in any other conduct that restricts or inhibits anyone’s use of enjoyment of the Service, or which, as solely determined by Ionia, may harm anyone or expose anyone to liability;
violate any applicable law or regulation in connection with your access to or use of the Service, including without limitation any laws or regulations regarding money laundering and terrorist financing; or
access or use the Service in any way not expressly permitted by these Terms or otherwise interfere with the proper working of the Service.

Protective Actions

Under certain circumstances, we may take account-level or transaction-level actions. These actions may include, but are not limited to, limitations, holds or reserves. You acknowledge that we have the sole discretion to take these and other actions. Unless otherwise noted, if we take any of the actions described below, we will provide you with notice of our actions. To request information in connection with an account limitation, hold or reserve, follow the instructions in the email notice you receive.

Our decisions about holds, limitations, reserves or other protective measures may be based on confidential criteria that are essential to our management of risk and regulatory compliance and the protection of Ionia, our customers or the Service. We may use proprietary fraud and risk modelling when assessing the risk associated with your Ionia Account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.

Holds
Under certain circumstances, we may put a hold on either the transaction or your Ionia Account. When Ionia places a temporary hold on a payment, the money is not available to either the payor or the payee. Ionia reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type and past customer disputes. When we place a hold on a payment, the funds will appear in your account with an indication that they are unavailable or pending. We will notify you, either through your account or by email, whenever we place a hold. Holds put in place because of a risk assessment will generally remain in place for up to fifteen (15) business days from the date the payment was deposited in your account. We may release the hold earlier, but any earlier release is at our sole discretion. The hold may last longer than fifteen (15) business days if the payment is challenged as a payment that should be invalidated and reversed based on a disputed transaction. In this case, we may hold the payment in your Ionia account until the matter is resolved.

Limitations
“Limitations” prevent users of the Service from completing certain actions with the Service, such as sending or receiving money. We may implement Limitations to help protect the Ionia network, when we notice activities that are not permitted or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping the Service available.

We may apply Limitations to your participation in the Service for a number of reasons, including but not limited to: if we suspect someone may be using your Ionia Account without your knowledge;

if your bank informs us there have been unauthorized transfers between your Ionia Account and your bank account;

to comply with regulatory requirements;

to comply with any of Ionia’s policies;

if we reasonably believe you have violated these Terms of Service; or

if there is any activity we deem to be unusual on your Ionia Account.

To remove the Limitations and restore your Ionia Account, you will need to resolve any issues with your account, often by providing information to us. You acknowledge and agree that there may be certain situations in which there is no specific action that you can take to help remove the Limitation.

Fraud Protection

In the event that you believe that your Ionia wallet was funded without your consent, you may login to the Ionia Pay Portal and follow the instructions therein to report your concern so that we may investigate the transaction. If we determine, in our sole discretion, that the transaction was the result of fraud, we will issue a reversal to your wallet.

Ownership and Content

Ownership of the Service

The Service, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Ionia and/or its licensors own all right, title and interest in and to the Service (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.
Ownership of Trademarks

Ionia’s name, “Ionia Pay”, the Ionia Mark, the Ionia Pay Mark, “BurnAnywhere”, “BurnReady”, and “Earn ‘n Burn”, Ionia and all related names, logos, product and service names, designs and slogans are trademarks of Ionia or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Ownership of Feedback

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of Ionia, and Ionia may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Ionia any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

Disclaimers, Limitations of Liability and Indemnification

Disclaimers
Your access to and use of the Service are at your own risk. You understand and agree that the Service are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Ionia, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Service; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Service will meet your requirements or be available on an uninterrupted, [secure] or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Service, will create any warranty or representation not expressly made herein.

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 8.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICE.

YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

Limitations of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICE OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICE. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICE (OR OFFERINGS PURCHASED ON THE SERVICE) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification
By entering into these Terms and accessing or using the Service, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Service; (d) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY—IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

‍Informal Process First
You and Ionia agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and Ionia agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

Arbitration Agreement and Class Action Waiver
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Ionia’s services and/or products, including the Service, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Ionia agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with Ionia, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis— class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Ionia are each waiving the right to trial by jury or to participate in a class action or class arbitration.

‍Exceptions
Notwithstanding the foregoing, you and Ionia agree that the following types of disputes will be resolved in a court of proper jurisdiction: disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or intellectual property disputes.

Costs of Arbitration
Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Ionia will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse Ionia for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Ionia before the arbitrator was appointed, Ionia will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

‍Opt-Out
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@ionia.io or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to Ionia within thirty (30) days of your first registering to use the Service or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, Ionia also will not be bound by them.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS
‍To the fullest extent permitted by applicable law, you and Ionia each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and Ionia AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and Ionia EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and Ionia agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

General Provisions

Updating These Terms
We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Service after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms

Termination of License and Your Account
If you breach any of the provisions of these Terms, all licenses granted by Ionia will terminate automatically. Additionally, we may suspend, disable, or delete your Ionia Account and/or the Service (or any part of the foregoing) with or without notice, for any or no reason. If we delete your Ionia Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Service under a different name. We shall not be responsible for the failure to delete or deletion of Your Content]. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Ionia or you. Termination will not limit any of Ionia’s other rights or remedies at law or in equity.

Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to Ionia for which monetary damages would not be an adequate remedy, and Ionia shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

California Residents
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Miscellaneous
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by us but may not be assigned by you without our prior express written consent. Our waiver of a breach of any provision of these Terms will not constitute a waiver of any subsequent breach of that provision or a waiver of any breach of any other provision of these Terms. The section headings used herein are for reference only and shall not be read to have any legal effect. The Service are operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by and interpreted in accordance with the laws of the State of Arizona, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 13, or if arbitration does not apply, then the state and federal courts located in Phoenix, Arizona.

How to Contact Us
You may contact us regarding the Service or these Terms at: 137 E Elliot Rd, #170, Gilbert, AZ 85299, by phone at 888-959-8988 or by e-mail at legal@ionia.io.

Legal Statements

Ionia Pay Terms of Service Agreement