THE FOLLOWING DESCRIBES THE TERMS ON WHICH WePayAll OFFERS YOU ACCESS TO OUR SERVICES.

We may amend these Terms and Conditions at any time by posting the amended terms on our site. All amended terms shall automatically be effective upon posting on our site. These Terms and Conditions were last revised on March 22, 2000.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS WEB SITE OR ANY OF THE SERVICES SINCE, BY ACCESSING OR USING THIS WEB SITE OR ANY SUCH SERVICES, YOU AGREE TO ABIDE BY AND TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT YOU MAY NOT USE THIS WEB SITE OR ANY OF THE SERVICES. IN SUCH EVENT, PLEASE IMMEDIATELY DISCONTINUE USE OF THIS WEB SITE AND THE SERVICES.

Membership eligibility

This Web site and the services are intended for and available only to parties at least 18 years old within the United States who can form legally binding contracts under applicable law. If you do not qualify, please do not use our services. Further, our services are not available to temporarily or indefinitely suspended WePayAll members.

New and Updated Services; Additional Services Policies

Any new or revised services, including any features that modify, augment or enhance any existing services, shall be subject to the terms of this Agreement. Without limiting the foregoing, we may from time to time establish or impose additional terms, conditions, policies and procedures with respect to this Web site generally or with respect to particular services (collectively, the "additional services policies"). As a condition of your access, you agree to comply with all of the additional services policies, which are hereby incorporated into this Agreement by this reference.

From time to time we may offer referral and other promotional bonus programs for limited periods of time. You should periodically check this Web site for the current programs as well as for Additional Terms and Conditions and/or for additional services policies applicable to such programs.

Privacy Policy

We respect your privacy. Registration-related data and other information that may be disclosed to us via this Web site are subject to our privacy policy then in effect, the terms of which are incorporated into this Agreement. You may review the current version of the full privacy policy at any time linked in the Terms of Use section of WePayAll.

Responsibilities of Users

User Verification. You are responsible for confirming the correct identity of the other party in a payment. You consent to have your name and address made available as identification to anyone to whom you wish to send payment or who has paid you through the WePayAll service.

Charge-backs/Erroneous Transactions. If you are a Payor, you agree that all payments initiated by you in which charges are made to your credit card are final and not reversible. You agree that you will not charge back any amounts previously charged to your credit card by WePayAll. If you charge back a credit card charge for a payment initiated by you, you agree that WePayAll may recover the amount of the charge-back by re-charging your credit card for the amount of the charge-back or any other other lawful means.

We reserve the right to seek reimbursement from Recipient if we discover erroneous or duplicate transactions or we receive a chargeback from Payor's credit card issuer for the amount of Payor's purchase from Recipient. We may obtain such reimbursement by deducting from future payments owed to Recipient, by reversing any credits to Recipient's bank account, by charging Recipient's credit card or by seeking such reimbursement from Recipient by any other lawful means.

Notification of Payment; Crediting Recipient's Account. WePayAll will send e-mail notification to both Recipient and Payor when funds clear. WePayAll will also send e-mail notification to Recipient when funds clear. Payment to the Recipient will not be made until funds clear from Payor. Some transactions may take a few days to be credited to Recipient's account. For this reason, it is recommended that all payments or transfers be scheduled to transact at least four (4) business days before the actual due date, not the late date. Credits to Recipient's account occur during standard business hours (Monday through Friday, excluding federal banking holidays and applicable State holidays), in conjunction with the business operations of automated clearinghouses, the credit card networks and WePayAll.

Taxes. It is the Recipient's and the Payor's responsibility to determine whether sales or use taxes apply to the transactions and to collect, report and remit the correct tax to the appropriate tax authority. WePayAll is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit or report any sales or use taxes arising from any transaction.

No Banking or Escrow Services; Interest on Funds. You acknowledge that (i) the WePayAll service and WePayAll are not a bank, (ii) the WePayAll service and WePayAll are not subject to banking regulations and (iii) that interest earned on funds awaiting clearance will be the property of WePayAll. WePayAll may also earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Payor and our bank account being debited to pay electronic funds to Recipient. You acknowledge that WePayAll is not an escrow service, and understand that WePayAll does not make any guarantees regarding purchases made when using the WePayAll service. You acknowledge that WePayAll does not ensure the quality, safety, or legality of any transaction consummated.

Transaction Limits. As a security measure, we may, but are not required to, impose transaction limits on some or all Recipients and Payors relating to the value of any transaction, the cumulative value of all transactions during a period of time or the number of transactions per day or other period of time. We will not be liable to Recipient: (i) if we do not proceed with a transaction that would exceed any limit established by us for a security reason, or (ii) if we permit a Payor to withdraw from a transaction because the WePayAll payment service is unavailable following the commencement of a transaction.

Disputes; Violations of Terms and Conditions. You are fully responsible for any goods bought or sold or any services provided by or to another user and settled through the WePayAll system. You agree that a payment received from or paid to another user is final and not reversible. Any disputes that arise between users relating to payments made or any other transactions between individuals are not the responsibility of WePayAll. However, we reserve the right to delay initiating electronic funds transfers or the delivery of physical checks pending an investigation if we, in our sole discretion, believe Payor or Recipient may have committed fraud or violated these Terms and Conditions. Notwithstanding any other provision of the Terms and Conditions, if we determine, in our sole discretion, that Recipient has committed fraud or violated these Terms and Conditions, we may refuse to deliver funds to Recipient and may instead maintain the amount of such credit in a trust account or may return the amount of the credit to Payor. We will not be liable to Recipient if we act in accordance with the provisions of this Section.

Fraud. We will generally not disclose information to anyone. However, in the event that a Recipient commits fraud we will notify the Payor and include the information we have about the Recipient. We will also share a "black list" with other idealab! companies. Without limiting any other remedies, WePayAll may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.

Password. You agree not to give or make available your bill payment password or other means to access your transaction account to any unauthorized individuals. You are responsible for all bill payments you authorize using the WePayAll service. If you believe that your bill payment password or other means to access your transaction account has been lost or stolen or that someone may attempt to use the WePayAll service without your consent or has made payments without your permission, you must notify WePayAll at once at support@wepayall.com. WePayAll is not responsible for losses incurred by Users as the result of misuse of passwords.

Change of Address or other Information. You agree to notify WePayAll if you change address, personal information, or bank accounts. Without current information, WePayAll may not be able to complete transactions. At the time of a payment all the payment and Recipient information must be accurate and true.

True and Accurate Information. Recipient must register online with WePayAll to use the WePayAll payment service. Recipient will provide us true and accurate information when registering and will maintain and update that information as applicable. Recipient will not impersonate any person or use a name he or she is not legally authorized to use. Recipient authorizes us to verify his or her information (including any updated information), to obtain credit reports about Recipient from time to time while Recipient is registered with the WePayAll payment service (including credit reports about Recipient's spouse if Recipient lives in a community property state), and to obtain an initial credit authorization from Recipient's credit card issuer at time of registration. Your enrollment in the WePayAll payment service may not be fulfilled if the WePayAll payment service cannot verify your identity or other necessary information. Through your enrollment in the WePayAll payment service, you agree that WePayAll reserves the right to request a review of your credit rating at its own expense through an authorized bureau. In addition, you agree that WePayAll reserves the right to obtain financial information regarding your account from a Recipient or financial institution to resolve payment-posting problems.

Compliance with Laws

Without limiting any other terms or conditions of this Agreement, you may use this Web site and the services only for lawful purposes. This Web site and each of the services are subject to, and you agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of this Web site and the services. This obligation includes your agreement to comply with all applicable laws, regulations and rules relating to banking, credit and financial services-related matters, as well as to the export of technical and other data from the United States (and from your locality if you are not located in the United States) and will not export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals, as well as prior authorization from us. We reserve the right to investigate (and to involve and cooperate with law enforcement authorities) and to pursue the prosecution of any alleged or actual illegal activities involving this Web site or any of the services.

Termination or Discontinuance

You agree that we may, in our sole discretion: 1) at any time and for any reason, with or without notice, terminate or discontinue this Web site or any of the services, in whole or in part, without liability to you or to any third party, or 2) terminate or suspend your password(s), account(s) (or any part thereof) or use of any of the services, and/or remove or discard any content within any of the services, at any time and for any reason, with or without notice, including and without limitation for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. With respect to the WePayAll service, you will be eligible for a refund of your account in the event of termination, except as otherwise provided in this Agreement or in the Additional WePayAll Terms and Conditions.

If you object to this Agreement (or any subsequent modifications) or become dissatisfied with any of the services, your only recourse is to discontinue use and to notify us of termination. Upon termination, your right to the applicable services and associated software (if any) ceases immediately. You have no right, and we have no obligation, to forward any unread or unsent messages to you or to any third party

Proprietary Rights

We reserve the right to remove or disable access to any content or other materials that violate or allegedly infringe on a party's copyright or other intellectual property rights. If you believe that your materials have been copied in a way that constitutes copyright infringement, please send an e-mail to our designated agent for notices of infringement at support@wepayall.com. The other content and materials included on this Web site and each of the services are our property or the property of our suppliers/licensors, and are protected by U.S. and international copyright, trademark and other proprietary rights and intellectual property rights laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying, modification, redistribution, transmission, display, publication, performance or commercial exploitation of material from this Web site or any of the services is permitted without our express-written permission and the permission of any other applicable copyright owner. You also may not resell the content or materials included on this Web site or any of the services (or any part thereof). You acknowledge that you do not acquire any ownership rights by virtue of downloading copyrighted material from this Web site. All rights not expressly granted hereunder are expressly reserved by us.

You agree that all content (including but not limited to text, software, music, sound, photographs, video, graphics, and other materials) in sponsor advertisements or email notifications is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. You can employ content only if and as expressly authorized by the service or the advertisers, but you cannot copy, distribute, or derive works from the content without permission from the service or the advertisers.

The compilation of content, including postings as well as links to other Internet resources (and the descriptions of those resources), contained within or made available via this Web site are our copyrighted materials. THE USE OF ANY THIRD-PARTY SOFTWARE OTHER THAN WEB BROWSERS ON THIS SITE, SUCH AS PRODUCTS THAT DOWNLOAD THE SITE OR ANY OF THE PAGES OF THE SITE INFRINGES ON OUR COPYRIGHTS. DO NOT USE ANY SUCH PRODUCTS ON OR IN CONNECTION WITH THE SITE!

You Assume All Risks; Disclaimer of Warranty

YOU UNDERSTAND AND AGREE THAT THIS WEB SITE AND THE SERVICES ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.

WePayAll DOES NOT WARRANT THAT THIS WEB SITE OR ANY OF THE SERVICES WILL BE AVAILABLE OR OPERATE IN ANY UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, WePayAll DOES NOT WARRANT THAT ANY SERVICES OR MATERIALS AVAILABLE ON OR THROUGH THIS WEB SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE SUCH SERVICES OR MATERIALS ARE ILLEGAL IS EXPRESSLY PROHIBITED.

This Web site or the services may provide, or third parties may provide, links to other Web sites or resources. The linked sites are not under our control and we are not responsible for the contents of any linked site or any changes or updates to such sites. We are providing such links to you solely as a convenience, and the inclusion of any link does not imply endorsement by us of the linked site or any materials therein.

Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED IN THE "INDEMNITY" SECTIONS OF EITHER THIS AGREEMENT OR OF THE ADDITIONAL WePayAll TERMS AND CONDITIONS OF USE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WePayAll (OR ITS SUPPLIERS, LICENSORS, SUBSIDIARIES, OR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYERS AND AGENTS) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS WEB SITE, THE SERVICES OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR FOR THE PURCHASE, SALE, OR USE OF OR PAYMENT FOR GOODS OR SERVICES VIA THE SERVICES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). ANY CLAIM THAT YOU HAVE REGARDING ANY GOODS, SERVICES OR TRANSACTIONS BETWEEN YOU AND ANY THIRD PARTY SHALL BE SOLELY BETWEEN YOU AND SUCH THIRD PARTY.

TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS HELD TO BE INAPPLICABLE OR UNENFORCEABLE, IN-WHOLE OR IN PART, FOR ANY REASON, THEN WePayAll'S AGGREGATE LIABILITY FOR ANY REASON AND UPON ANY AND ALL CAUSES OF ACTION (INCLUDING NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THIS WEB SITE, THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO THE GREATER OF: (i) THE TOTAL AMOUNTS, IF ANY, WE EARNED AS A RESULT OF INTEREST ON YOUR ACCOUNT WITH US DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST DATE ON WHICH THE UNDERLYING DAMAGE AROSE. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY EVEN IF YOU HAVE MADE NO PAYMENTS TO WePayAll HEREUNDER. THE FOREGOING LIMITATIONS APPLY TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING BUT NOT LIMITED TO, THOSE RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE OR ANY OF THE SERVICES; (ii) ANY TRANSACTIONS VIA THIS WEB SITE OR ANY OF THE SERVICES; OR (iii) ANY OTHER MATTER ARISING FROM OR RELATING TO THIS WEB SITE OR ANY OF THE SERVICES.

YOU UNDERSTAND AND AGREE THAT THERE ARE RISKS OF DEALING ACROSS STATE OR NATIONAL BORDERS AND WITH PERSONS ACTING UNDER FALSE PRETENSES. BECAUSE USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, WePayAll CANNOT AND DOES NOT CONFIRM THAT USERS ARE WHO THEY SAY THEY ARE. YOU AGREE THAT WePayAll SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY DEALINGS BETWEEN YOU AND ANY THIRD PARTY.

Governing Law. These Terms and Conditions are governed by the laws of the state of California as such laws are applied to agreements entered into and to be performed entirely within California by California residents.

Copyright (c) 2000, Metro Transactions, Inc. All Rights Reserved