Last Revised September 2024

Use of TruPay’s platform (the “Platform”) is governed by the following Terms.  For convenience, we have set out the key business terms in the table below, while legal terms and conditions follow.  We have asked our lawyers to draft reasonable legal terms and conditions, which we intend to apply uniformly to all customers.  For this reason, the legal terms and conditions are not negotiable.  If you have any concerns about the business terms set out in the table below, do not sign below to indicate approval and instead please let us know by emailing us atl: info@mytrupay.com.  In this case we will discuss in good faith with you whether the business terms can be updated for your engagement, and, if applicable, we will send you an updated version of the Terms for you to review and approve.  In any event, by agreeing to these Terms you agree on behalf of your organization (the “Customer”), effective as of the date of such agreement (the “Effective Date”) to all of the Terms, which will be a binding contract between Customer and TruPay, a Delaware corporation (“TRUpay,” “we,” “us,” “our”).

Intellectual Property
Platform: TRUpay retains ownership of all right, title, and interest, including all copyrights, patent rights, and other intellectual property rights, in and to the Platform, including all feedback and suggestions regarding the same, all updates, enhancements, new versions, and derivative works thereof, and all associated interfaces. 

Legal Terms and Conditions

1 Platform access
1.1 Authorization. Subject to the Customer complying with these Terms, TRUpay will provide the Platform Access Services during the Term and authorizes Customer to access and use the Platform as hosted by TRUpay during the Term.

1.2 Resources. The Customer acknowledges and agrees that it is responsible for procuring and maintaining Internet connections, computer hardware, third-party software, and other resources necessary for the Customer and its authorized users to access and use the Platform, and TRUpay is not liable if the Customer’s or authorized user’s inability to access the Platform.

1.3 Modifications. TRUpay may modify the Platform from time to time in TRUpay’s sole discretion, including by adding or deleting functions or features, or otherwise altering the user experience or interface.

1.4 Customer Support. TRUpay may, but is not required to, provide Customer with support and assistance in relation to the implementation, configuration, use and and/or troubleshooting of the Platform. Customer will provide TRUpay with all reasonably requested information and cooperation in connection with such support and assistance, and Customer will in any event promptly report any bugs, errors, or performance issues that it discovers in the Platform and cooperate with TRUpay efforts to diagnose and correct the same

1.5 Restrictions. Customer and authorized users are not permitted to and Customer agrees on its own and their behalf not to:

• modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform or its associated interfaces or software;
• use the Platform to infringe third party intellectual property rights or to violate any applicable laws and regulations;
• tamper with, breach, or attempt to circumvent the Platform’s security or authentication measures;
• delete, modify, or render ineffective any smart contracts or similar functionality embedded in the Platform that enables TRUpay to be paid the Royalties;
• remove or obscure any product identification, proprietary, copyright or other notices from the Platform or any related documentation; or
• upload or otherwise introduce to the Platform any materials that are pornographic, obscene, contain or depict nudity, violations of others’ privacy, computer viruses, harassing, for any illegal activity, spam, or advocate for an illegal activity.

1.6 Authorized User Accounts. Customer shall (i) maintain the confidentiality of all Platform access credentials associated with its account and use commercially reasonable efforts to prevent any unauthorized access to or use of the Platform; (ii) notify TRUpay immediately if it becomes aware of any compromised access credentials or unauthorized access or use of the Platform; (iii) ensure that each Authorized User complies with the restrictions set forth in these Terms, the User Agreement, and any other rules that TRUpay may issue for the use or security of the Platform; and (iv) maintain responsibility for the acts of your authorized users as if they were your own acts.

1.7 Compliance. TRUpay shall have the right to monitor Customer’s, and authorized users’, compliance with these Terms. Customer is solely responsible for its authorized users’ compliance with these Terms and generally for any activity conducted with its access credentials. 

1.8 Suspension. TRUpay may suspend Customer’s access to the Platform, without liability, at any time if TRUpay determines in its sole discretion that: (i) such suspension is necessary or appropriate to comply with any applicable law, regulation or order of any governmental authority; (ii) the performance, integrity or security of the Platform is being adversely impacted or in danger of being compromised as a result of Customer’s or any authorized user’s access or use; or (iii) for breach of these Terms.  You remain responsible for all fees and charges you incur during the period of suspension.

1.9 Cooperation. TRUpay’s ability to provide the Platform Access Services may be dependent on the Customer providing TRUpay with complete, accurate, up-to-date, and timely information, and other materials and fulfilling Customer’s responsibilities. Customer agrees to reasonably cooperate with TRUpay; to reasonably assist TRUpay; to provide such information, and other materials to TRUpay; and to cause the Customer’s personnel and third-party service providers to do the same.

1.10 Warranty. TRUpay will render the Platform with commercially reasonable care and skill.

2. Effect of Termination
Upon termination or expiration of this Agreement, (a) TRUpay will stop providing Platform Access; (b) Customer shall promptly pay all unpaid fees due through the end of the Term; and (c) upon written request, each Party will either return to the other Party, or at such other Party’s instruction, destroy and provide such other Party with written certification of the destruction of) all documents, computer files, and other materials containing any, or copies of such other Party’s confidential information that are in such other Party’s possession or control. Provisions of these Terms which by their nature survive termination, including TRUpay’s entitlement to Royalties in respect of NFTs created using the Platform, will remain in effect.

3. Data Protection
Customer Data. As between the parties, in Customer or its licensors retain all right, title, and interest (including any and all intellectual property rights) and to data or data files of any type that are uploaded by or on behalf of Customer to the Services (“Customer Data”) and modifications to Customer Data made in the course of the operation of the Services. Subject to these Terms, Customer hereby grants to TRUpay, a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services to the Customer, to prevent or address service or technical problems therein, to improve the Services, or as may otherwise be required by law.

3.1 Customer Obligations.

• (a) In General. Customer will comply (and will ensure its users comply) with all applicable laws, regulations, privacy policies, and other relevant requirements in relation to Customer’s collection, storage, processing, and protection of data on or through the Platform. You will ensure that Customer Data and your and authorized users’ use of Customer Data or the Services will not violate any of such policies, requirements or any applicable law. Customer shall promptly notify TRUpay of: (i) any suspected or alleged violations of any applicable laws, regulations, contractual requirements, standards, or third-party rights pertaining to the privacy of Personal Information in any relevant jurisdiction (collectively, “Privacy Requirements”). Customer shall cooperate with us if we ever need to investigate or resolve any suspected or alleged violation of any Privacy Requirements imposed on the Platform or related to your use of our Platform.
• (b) HIPAA Data. Customer agrees not to upload to the Services any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act, as amended and supplemented, or any similar federal or state laws, rules, or regulations (“HIPAA Data”). Chainstarters will have no liability under these Terms for HIPAA Data.
• (c) Accounts and Credentials. Except to the extent caused by our breach of these Terms, (i) Customer is responsible for all activities that occur under its account, regardless of whether the activities are authorized or undertaken by Customer, Customer’s employees or a third party (including Customer’s contractors, agents or authorized users), and (ii) we and our affiliates are not responsible for unauthorized access to Customer’s account. All log-in credentials and private keys generated by the Services are for Customer’s internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
• (d) Payments. Customer agrees to pay for services rendered in a timely manner, no later than ten (10) days after being invoiced. If Customer has a subscription plan, Customer agrees to keep current form of payment on file. Failure to pay or keep proper payment on file will result in late charges and/or termination of services. No refunds will be provided once payment has been processed.

3.3 TRUpay Obligations. TRUpay will employ commercially reasonable physical, administrative, and technical safeguards that are intended to secure Customer Data on the Services from unauthorized use and disclosure. TRUpay’s security policies and procedures in place as of the Effective Date are set forth on attached Schedule 1 hereto.  TRUpay is not responsible for any data breaches related to the processing and storage of Personal Information on the Platform, unless it arises from our failure to abide by our practices in Schedule 1.

3.4 Data Liability. Customer has the sole responsibility and liability for the accuracy, quality, and legality of any data that Customer uploads to the Platform. Subject to the foregoing obligations and restrictions, Customer is solely responsible for any backup, archiving, and other long-term storage of data, documentation, and materials uploaded to, accessed through, or generated through the Platform. TRUpay will not be responsible for any loss, destruction, or corruption of such data, documentation, and materials. Customer will be deemed to have taken any action that Customer permits, assists or facilitates any person or entity to take related to these Terms, Customer Data or use of the Services. Customer is responsible for all authorized user’s use of Customer Content and the Services. Customer will ensure that all authorized users comply with Customer’s obligations under these Terms and that the terms of Customer’s agreement with each authorized user are consistent with these Terms. If Customer becomes aware of any violation of its obligations under these Terms caused by an authorized user, Customer will immediately suspend access to Customer Data and the Services by such authorized user. TRUpay does not provide any support or services to authorized users unless we have a separate agreement with you or an authorized user obligating us to provide such support or services.

3.5 CCPA.  To the extent that Customer shares personal information about California residents to Chainstarters under these Terms which would otherwise constitute a sale, TRUpay will: (a) process such personal information as a service provider on Customer’s behalf for one or more business purposes described in these Terms or as may be reasonably required for record-keeping or other documentation purposes following the provision of Services hereunder, or as otherwise permitted by the California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (“CCPA”) or any other similar state privacy statute, and (b) be prohibited from retaining, using, or disclosing such personal information other than for the specific business purposes described in these Terms and in TRUpay’s Privacy Policy, including retaining, using, or disclosing such personal information for a commercial purpose other than performing the business purposes described in these Terms, unless TRUpay is otherwise obligated to retain, use, or disclose such personal information pursuant to applicable law.  To the extent that TRUpay stores personal information in its records pursuant to its performance of the Services, upon Customer’s request, TRUpay shall promptly delete any personal information specified by Customer from its records unless TRUpay is permitted to, or is otherwise obligated to, retain, use, or disclose such personal information pursuant to applicable law. To the extent TRUpay receives a request to know or request to delete from a California resident, TRUpay shall direct the California resident to Customer except to the extent TRUpay is deemed a covered business for purposes of the CCPA with regard to such personal information. Any reference to “business,” “business purpose,” “commercial purpose,” “personal information,” “sell,” “sale,” and “servicer provider” in this Section 3.5 shall have the meanings ascribed to such terms in the CCPA.

4 Representation and Warranties

4.1 Mutual Representations and Warranties. Customer and TRUpay mutually represent and warrant that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into these Terms; (b) the execution, delivery, and performance of these Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party; and (c) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder.

5. Disclaimers

5.1 Reliance Upon Platform. Customer shall assume sole responsibility and liability for the results obtained from the use of the Platform and for conclusions drawn from such use. We are not liable for any claims, losses or damages arising out of or in connection with Customer’s or any authorized user’s use of, reliance upon, or inability to use the Platform or related software.

5.2 Availability.  We aim to make the Platform available on a 24×7 basis, except for scheduled downtimes.  However, neither TRUpay nor any other third-party partner or agent of TRUpay involved in the provision of the Platform can ensure that the operation of, performance of and/or access to the Platform will be uninterrupted or error-free.  Access and use of the Platform may be interrupted from time to time for any of several reasons, including malfunction of equipment or software failures of the Internet, denial of service attacks, government actions, changes in laws, periodic updating, maintenance or repair, or other actions that TRUpay, in its sole discretion, may elect to take.  We are not liable for any interruptions in the ability to access the Platform.

5.3 General Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS,” AND TRUPAY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE “TRUPAY ENTITIES”) DISCLAIM ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THERETO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY OR QUALITY. TRUPAY DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ANY DEFECT, ERROR, OR DEFICIENCY IN THE SERVICES CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY. THIS WARRANTY PROVIDES SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

6. Limitation of Liability TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL THE TRUPAY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE SERVICES OR DATA THEREON), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE TRUPAY 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 SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY.  THE TRUPAY ENTITIES’ TOTAL LIABILITY FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO TRUPAY WITH RESPECT TO THE FIRST TWELVE (12) MONTHS OF THE TERM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS ITS ESSENTIAL PURPOSE.

7. Indemnification

7.1 Indemnification by TRUpay. TRUpay will defend, indemnify, and hold harmless the Customer and the Customer’s officers, directors, managers,  employees, agents and representatives (collectively, the “Customer Indemnitees”) from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any actual or threatened third-party action, claim, or proceeding, that (i) arises or results from TRUpay’s gross negligence or wilful misconduct in the performance of the Platform; or (ii) the use of the Platform in accordance with this Agreement infringes or misappropriates any third-party copyrights, patent rights, or other intellectual property rights (each, a “Claim”); provided, however, that the foregoing obligations will be subject to the Customer: (a) promptly notifying TRUpay of the Claim; (b) providing TRUpay, at its expense, with reasonable cooperation in the defense of the Claim; and (c) providing TRUpay with sole control over the defense and negotiations for a settlement or compromise of the Claim. Notwithstanding the foregoing, TRUpay is not obligated to indemnify, defend, or hold any Customer Indemnitee harmless hereunder to the extent: (i) a Claim arises from or is based upon the Customer or an authorized users’ use of: (x) the Services not in accordance with this Agreement; or (y) any modifications, alterations, or implementations of the Platform made by the Customer or at the Customer’s request; or (ii) the Claim arises from use of the Services in combination with modules, apparatus, hardware, software, or services not supplied or specified in writing by TRUpay.

7.2 Indemnification by Customer. Customer will defend, indemnify, and hold harmless the TRUpay Entities from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any actual or threatened third-party action, claim, or proceeding arising from (a)  any modification, alteration or implementation of the Platform made by or on behalf of the Customer or any authorized user, (b) the Customer or any authorized user accessing or using the Platform in combination with any module, apparatus, hardware, software, or service; (c) any marketplace created or operated by or on behalf of Customer with the use of or access to the Platform; (d) violation of law or regulation by Customer or any authorized user; (e) violation by any Customer or any authorized user of any terms of use or other contractual terms by which they may be bound; (f) Customer Data.

8. Confidentiality

Customer and TRUpay will protect the confidentiality of each other’s Confidential Information.  “Confidential Information” means non-public information regarding a party’s legal or business affairs, technology, security procedures and architecture, policies, financing, customers, contractors, properties, pricing, or data except if such information (i) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed or (ii) is already known to the other Party before it is disclosed; or (iii) is independently developed by the other Party without reference or access to, or reliance upon, the Confidential Information of the disclosing Party and can be proven by documentation. Each Party will use the same degree of care that it uses to protect its own Confidential Information; (b) not use any of the other Party’s Confidential Information for any purpose other than to perform or receive the Services; and (c) not disclose the other Party’s Confidential Information to any party other than those (i) have a “need to know” such Confidential Information to perform the Services for or transact with that Party, and (ii) are bound to maintain the confidentiality of the Party’s Confidential Information by written obligations as least as restrictive as those set forth in this Section.  TRUpay shall be free to use for any purpose the residuals resulting from access to or work with such Confidential Information, provided that TRUpay shall maintain the confidentiality of the Confidential Information as provided herein.  The term “residuals” means information in non-tangible form, which may be inadvertently retained by persons who have had access as authorized herein to the Confidential Information, including ideas, concepts, know-how or techniques contained therein.

9 General Provisions

9.1 Assignment. Customers may not assign or otherwise transfer any of its rights or obligations under this Agreement without our prior written consent.

9.2 Entire Agreement. This Agreement, including the attached Business Terms, constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, including any confidentiality or non-disclosure agreements.

9.3 Force Majeure. Neither party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including acts of God, acts of war, Internet outages, invasions, power failures, cloud-provider outages, earthquakes, epidemics, pandemics, strikes, or shortages of materials or resources.

9.4 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard for choice of law provisions thereof. Each party irrevocably consents to the personal jurisdiction of the state and federal courts located in the State of Delaware for any suit or action arising from or related to this Agreement, and waives any right it may have to object to the venue of such courts.

9.5 Independent Contractors. The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other for any purpose, and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other.

9.6 Notices. Except as expressly set forth herein, all notices required under this Agreement (other than routine operational communications which may be provided via email) must be in writing in one of the following forms. Notices will be effective upon: (a) actual delivery to the other Party, if delivered by overnight courier; or (b) five (5) business days after being mailed via U.S. postal service, postage prepaid, in each case to the address set forth in the Business Terms.

9.7 Google User Data. When signing up with Google, TRUpay will request access to your Google account’s name, email address, language preference, and profile picture. This information is used solely to create and manage your user profile on the TRUpay platform. TRUpay securely stores this information in our user database to facilitate your access and interaction with our services.

9.8 Other Terms. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. The term “includes” never implies any limitation. There are no third-party beneficiaries under this Agreement.  No failure to enforce a right or remedy hereunder will operate or be deemed as a waiver of any such right or remedy.