OurPay Buyer Terms and Conditions

Introduction to the Services

These OurPay Buyer Terms and Conditions, the OurPay Privacy Policy and the OurPay Acceptable Use Policy form a binding agreement (together the “Agreement”) between you ("Buyer") and Ourpay.dev Private Limited, a company registered in India, and its affiliates (“OurPay”) and govern your use of OurPay’s checkout and related reseller services (the “Services”). OurPay acts as merchant of record and authorized reseller of the applicable goods, software, digital content, subscriptions, or services (collectively, the “Product”) offered by the Supplier. You purchase the Product from OurPay, and the Product's delivery, performance, or license is governed by the Supplier's terms and conditions in respect of the Product (the “Supplier Agreement”). By completing a Transaction, you agree to this Agreement and the relevant Supplier Agreement.

OurPay welcomes all lawful product and service categories, including physical goods, digital Products, and human-delivered services. These examples are not an exhaustive list. A category label alone does not exclude a Product. The payment route and the actual Transaction must meet applicable legal and provider requirements, as described in the Acceptable Use Policy.

Before you complete a purchase of any subscription Product with recurring charges, OurPay will present, in a clear and conspicuous manner and immediately adjacent to the purchase acceptance, the subscription price, renewal frequency, cancellation process, and that charges will recur until you cancel. By completing your Transaction, you authorize recurring charges to your selected payment method until you cancel your subscription.

Definitions and Interpretation

"Confidential Information" means any commercial, financial or technical information; information relating to the Product; the Services; plans or strategy, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Agreement;

“Digital Content” means data which are produced and supplied in digital form;

"OurPay" means Ourpay.dev Private Limited and is also referred to in this Agreement as 'us', 'we', and 'our';

"OurPay Checkout" means the online checkout that Buyers use to purchase the Product and make payment to OurPay using payment methods such as credit card, PayPal, alternative payment methods and bank transfer;

"Product" means any lawful goods, software, Digital Content, subscriptions, or services supplied by the Supplier and purchased or licensed by the Buyer, separately or in combination. A Product need not be software, digital, or delivered automatically;

“Services” means OurPay’s services through which you can buy, get, license, subscribe or otherwise gain access to the Product, including, but not limited to OurPay Checkout;

"Supplier" means the provider of the Product, including its seller, service provider, or licensor as applicable;

"Supplier Agreement" means the Supplier's terms and conditions in respect of the Product; and

“Transaction” means acquiring the Product via our Services.

Contract Formation

By completing a Transaction through OurPay Checkout, you make a binding offer to enter into a contract with OurPay, subject to the terms of this Agreement. The Transaction process consists of the following steps:

1. You select the desired Product and agree the terms of the Supplier Agreement;
2. You provide your personal data as required for the Transaction and delivery of the Product, which is collected by us in accordance with the Privacy section below; and
3. You review your information and complete the Transaction by clicking the button marked “Purchase” or “Subscribe” as applicable.

OurPay will confirm receipt of the Transaction immediately by sending you the order confirmation. The order confirmation will result in the creation of this Agreement and is our acceptance of your offer to purchase the Product.

Delivery, access, and service performance follow the terms disclosed for the Product before purchase, subject to this Agreement and applicable consumer law.

Delivery of Goods, Services, and Digital Products

For physical goods, the Supplier must disclose delivery arrangements, shipping costs, expected delivery times, and return terms before purchase. For services, the Supplier must disclose the scope of work, performance dates, cancellation terms, and any prerequisites. For digital Products, the Supplier must describe how and when access or delivery is provided, any license terms, and any relevant technical requirements.

The Supplier fulfills and supports the Product. OurPay does not warehouse or ship goods or perform the Supplier's services. Supplier fulfillment does not remove OurPay's obligations to you as reseller or any rights you have under applicable law. Material delivery delays or inability to fulfill an order must be communicated to you, with any cancellation, consent, replacement, or refund required by law or the terms disclosed before purchase.

Any mandatory withdrawal or cancellation rights continue to apply. If immediate digital delivery or early performance of a service requires your express consent and acknowledgment of its effect on withdrawal rights, those must be obtained separately where required by law. Accepting these general terms alone does not waive those rights.

Software

Where any Product supplied is, or includes, software (“Software”), the Software is licensed by the relevant Supplier pursuant to the Supplier Agreement included with Software or as otherwise agreed between you and the Supplier.

Payment, Taxes and Refunds

OurPay uses a third-party payment processor (the “Payment Processor”) to charge your chosen payment method (such as card or charge to your payment account) for all Transactions, including any applicable taxes based on the billing address of the Transaction or other applicable nexus rules. . The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By utilizing the Services, you agree to pay us, through the Payment Processor, in accordance with the applicable payment terms.

We reserve the right to change prices and to offer discounts and temporary promotions in conjunction with the applicable Supplier. You agree that it is your responsibility to maintain a valid payment method on file with us while using our Services.. You irrevocably and expressly authorize us to withhold any monies and/or debit any monies from any account that you have identified to Company for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to Company.

You agree to receive invoices and receipts electronically, including by email. If a Product is not delivered, is materially delayed, is defective, or does not match its description, contact OurPay or the Supplier so the appropriate correction, replacement, cancellation, or refund can be arranged under the disclosed terms and applicable law. Provide accurate contact and delivery information and promptly notify us of corrections. To request an amendment or help with a Transaction, contact Gnanadeep or Abhinav. We may cancel an unfulfilled Transaction if its payment cannot be processed, subject to applicable law and any refund owed.

Chargebacks

We understand that there may be occasions where you may not recognize or wish to dispute a payment made to OurPay in relation to a Transaction.

Chargeback is a mechanism for your payment card issuer to reclaim money from a retailer’s bank. This can allow your card issuer to provide you with a refund if:

• You do not receive the Product you paid for;
• You are charged the wrong amount or are charged twice by mistake; or
• The payment was made fraudulently.

Please contact OurPay first to resolve any billing issue. You retain any chargeback rights provided by your card issuer. If you initiate a chargeback for a validly authorized and delivered Transaction, OurPay may submit evidence to your card issuer to contest the chargeback in accordance with card network rules. You agree to cooperate in good faith to resolve Transaction disputes and provide accurate information upon request so OurPay may comply with card network rules.

Termination and Suspension of Services

OurPay may suspend or terminate the Services or your access to a Product upon: (a) your material breach of this Agreement that remains uncured for ten (10) days after notice; (b) suspected fraud, payment failures, violation of our Acceptable Use Policy or unlawful conduct, in which case we may act immediately; (c) legal, regulatory, or card network requirements. We will provide notice of any termination or suspension where practicable. Upon termination, you remain responsible for amounts due up to the effective date of the termination. Termination will not affect rights already granted to you by the Supplier under the Supplier Agreement.

Refund Policy

The Product's cancellation, return, and refund terms must be disclosed before purchase and appropriate to what you buy. Goods may require return instructions; services may have cancellation or performance terms; digital Products may have access or license terms. No single software-only or no-refund rule applies to every Product. Contact OurPay or the Supplier with your order details to request a return, cancellation, or refund. Any conditions, return costs, or exceptions must be consistent with the terms disclosed before purchase and applicable law.

Refunds are evaluated consistent with applicable law, the applicable refund policy and the card network rules. This Agreement does not limit any non-waivable consumer rights or remedies. OurPay may deny a refund where we reasonably determine fraud, abuse, misuse or non-compliance with the applicable refund policy; however, we will not restrict your rights to pursue chargebacks as permitted by your card issuer. If we contest a chargeback, we will do so in accordance with card network rules.

Subscriptions

The Services may allow you to purchase goods, services, or access to digital Products on a subscription basis (“Paid Subscriptions”). Paid Subscriptions renew automatically until you cancel. We will notify you in advance if the price of a Paid Subscription increases or taxes become payable and, if required by applicable law, seek your affirmative consent to continue. We will provide renewal reminders as required by applicable law. You’ll be charged on the day the Paid Subscription period renews. You may cancel at any time, effective at the next billing cycle unless an earlier cancellation right applies, by using the self-serve online cancellation flow in your account or by contacting Gnanadeep or Abhinav. We will provide a confirmation of cancellation. Refunds for paid periods follow the Product's disclosed terms and applicable law, including rights relating to goods or services not supplied.

Certain Paid Subscriptions may offer a free trial before charging you. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, you must cancel the subscription before the expiration of the trial period via your customer account portal or by contacting us at gnanadeep@ourpay.dev.

If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled your Paid Subscription, you remain responsible for any uncollected amounts. We may continue to attempt to charge your payment method in accordance with applicable law. We reserve the right to suspend your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription. If we determine, in our sole discretion, that we will be unable to successfully charge your payment method, your Paid Subscription will be cancelled.

Agreement Changes

OurPay reserves the right at any time to modify this Agreement with notice. Any material change that adversely affects you will take effect only after we provide at least thirty (30) days’ advance notice and obtain your affirmative consent where required by law. If you do not agree, you may terminate this Agreement before the change takes effect.

Third-Party Materials

OurPay is not responsible or liable for third-party materials included within or linked from the Product or the Services.

Intellectual Property

OurPay and its licensors retain their Intellectual Property Rights in the Services, including their content, graphics, user interface, and software. Access to the hosted Services does not grant ownership of OurPay's software. Third-party components retain their applicable license terms. This Agreement does not revoke rights granted under those licenses or impose a blanket ban on lawful use, modification, lending, or resale of a Product you purchase.

The OurPay name, the OurPay logo and other OurPay trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of OurPay. You are granted no right or license with respect to any of the aforesaid trademarks.

The Supplier and its licensors retain their Intellectual Property Rights in the Product. Ownership of physical goods and rights to use, license, or resell a Product follow the terms disclosed before purchase and applicable law. Buying goods does not itself transfer the intellectual property in their design, brand, or accompanying software.

Copyright Notice

To report alleged copyright infringement, contact Gnanadeep or Abhinav Gudipati. Identify the affected Product, the work and rights involved, the allegedly infringing material, and a contact address. We handle notices and responses under applicable law.

Warranties and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND OURPAY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS AGREEMENT DOES NOT LIMIT ANY NON-WAIVABLE WARRANTIES OR REMEDIES UNDER APPLICABLE LAW. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR BREACH OF IP RIGHTS OR CONFIDENTIALITY; OR (C) YOUR WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO OURPAY FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION. THE ABOVE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, OR TO DEATH/PERSONAL INJURY CAUSED BY NEGLIGENCE, OR TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. You may have the benefit of a manufacturer’s, licensor’s or Supplier’s warranty with the Products supplied and you should refer to the relevant documentation supplied with the Product in this regard.

Force Majeure

Neither party is liable for delay or failure due to events beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, governmental acts, war, or epidemics; provided that the affected party uses commercially reasonable efforts to mitigate and resume performance.

Waiver and Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these terms remain in full force and effect. OurPay’s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive OurPay’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of OurPay to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and advisors with a need to know under obligations of confidentiality. Exceptions apply for information that is public, already known, independently developed, or rightfully received. If compelled by law to disclose, the recipient will provide notice to the other party and cooperate to seek protective treatment. Obligations survive 3 years after termination, and trade secrets survive as long as protected under law.

Privacy and Security

OurPay will process personal data in accordance with OurPay’s Privacy Policy. OurPay does not knowingly collect personal information online from children under 13. OurPay does not sell or share personal information of consumers under 16 without affirmative authorization as required by applicable law.

OurPay maintains administrative, physical, and technical safeguards designed to protect personal data and complies with applicable industry data security standards for data it stores, processes, or transmits. OurPay will notify you of a data breach as required by applicable law.

Governing Law and Disputes

This Agreement is governed by the laws of India, subject to the mandatory consumer protections and other laws that apply to your purchase. Disputes may be brought before courts in India with competent jurisdiction, except where mandatory law gives you a right to bring a claim elsewhere. These terms do not remove any non-waivable right, remedy, or access to a consumer forum.

Contact Gnanadeep or Abhinav Gudipati for help resolving a dispute.

Notices

All notices under this Agreement must be in writing and are deemed given when sent by email to the addresses provided by the parties or posted within the Services for transactional notices.

Entire Agreement and Order of Precedence

This Agreement, together with the Supplier Agreement applicable to the Product, constitutes the entire agreement for the Transaction. In the event of conflict, this Agreement governs OurPay's sale, the Services, payment, and OurPay's reseller obligations. The Supplier Agreement governs Product-specific fulfillment, support, and license terms only to the extent consistent with this Agreement and applicable law. Neither agreement removes non-waivable consumer rights.