OurPay Seller Terms of Service

1. Acceptance of the OurPay Seller Terms of Service

These OurPay Seller Terms of Service (also referred to as the Master Services Terms), together with the OurPay Data Processing Addendum, the OurPay Privacy Policy, the OurPay Acceptable Use Policy and any Order Form, if applicable (collectively, the “Agreement”), govern the website and services provided and/or made available to you ("Supplier" or "you") by Ourpay.dev Private Limited, a company registered in India, and its Affiliates (“OurPay”; “we”, or “us”).

OurPay is your merchant of record and non-exclusive reseller. You may offer any lawful goods, software, digital content, subscriptions, or services, including combinations of them. OurPay does not impose blanket product-category exclusions. Sections 2 and 9 explain product eligibility, fulfillment, and the requirements for each transaction.

As of the date you first access our website: https://ourpay.dev (the “Website”) or sign up for, download, install or otherwise access or use our Services(the ”Effective Date”) , you agree that you have read, understand, and accept this Agreement, and you agree to be bound by the terms contained herein and all terms, policies and guidelines incorporated in the Agreement by reference.

If you do not agree to this Agreement, you do not have our permission to, and may not, access our Website or use the Services in any way. Your accessing the Website and/or use of the Services in any way means that you agree to this Agreement, and this Agreement will remain in effect from the Effective Date until terminated according to its terms.

We may make changes to this Agreement from time to time. When we do, we will revise the “Last Updated” date given above. Changes are effective immediately and the new version of the Agreement will supersede all previous versions. If we make material changes, we will notify you by placing a notice on our site or sending you an email to the address specified in your Supplier Account.

You may choose to terminate this Agreement in accordance with Section 17 if you do not agree with the changes. Continued use of our Services after the changes are effective will constitute your acceptance of the updated Agreement.

Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us.

2. Services

2.1. You appoint OurPay as your non-exclusive reseller of the Product across all territories where OurPay operates.

2.2. In respect of its appointment as a reseller, OurPay will provide the following Services:

(i) establishing you as a supplier of Products on OurPay's platform and establishing a Supplier Account which provides you with access to the Supplier Dashboard and allows you to view all sales made by OurPay and the payments which are due to you for sales of the Product by OurPay;

(ii) acting as your non-exclusive reseller of the Product via OurPay Checkout across all territories where OurPay operates;

(iii) connecting you to Buyers so that you can deliver physical goods, provide services, or enable download of or access to digital Products, as applicable. You are responsible for delivery, shipping, returns, service performance, and any licenses required for your Product; and

(iv) order support and handling Sales Tax, disputes and Chargebacks as between you, OurPay and Buyers. 

2.3. From time to time, you may choose to activate optional Additional Services. The Additional Services may be activated via the Supplier Dashboard.

2.4. All lawful product and service categories are eligible. OurPay does not limit the Services to software or digital goods, require automated delivery, or reject a Product solely because of its industry, category, price, or use of human fulfillment. You may sell different categories through the same Supplier Account and add new lawful Products as your business changes. Product examples, category selectors, and internal review guidance are not an exhaustive catalogue or an independent basis for rejection.

2.5. Eligibility of a Product does not guarantee that every payment method, country, currency, delivery arrangement, or settlement feature is available. The actual Transaction must comply with applicable law and the rules of the Payment Processor, bank, and Card Network used for that Transaction. Any specifically required license, authorization, or provider approval must be in place. OurPay will identify the relevant requirement and affected payment route where it can do so lawfully. These requirements do not create a separate OurPay category ban. All product-eligibility and suspension decisions under this Agreement must be consistent with this Section and the published Acceptable Use Policy.

3. Fees

3.1. For each Transaction, subject to Network Rules and applicable law, OurPay shall pay you the Standard Price less:

(i) any Sales Tax due or incurred;

(ii) the OurPay Fee;

(iii) any other charges payable by you pursuant to this Agreement.

such amount being the "Supplier Fee."

3.2. The OurPay Fee and any charges for Additional Services shall be set out in the OurPay Fee Schedule. Payment Processor fees for processing the Transaction are included in the OurPay Fee and are not deducted separately from the Supplier Fee.

4. Tax

4.1. OurPay is the merchant of record and reseller of the Product and is responsible for Sales Tax collection, reporting, and remittance applicable to its resale under applicable law. Product tax treatment, required registrations, and the collection and remittance arrangements must be established before the affected live Transactions begin. Automatic tax collection is not currently enabled. This implementation status does not remove either party's legal tax obligations. If required by law, OurPay will withhold required taxes and related amounts from Product sales proceeds.

4.2. You understand that Sales Tax for any Product will be calculated, collected, and remitted on the basis of the Product Information provided for each Product. You shall indemnify, defend, and hold harmless OurPay from and against all taxes, interest, penalties, assessments, costs of defense, and reasonable attorneys’ fees arising from inaccurate or incomplete Product Information or misclassification and any jurisdictional or nexus challenges attributable to Supplier’s conduct or Product characteristics.

4.3 You will be responsible for any income tax you owe in connection with your use of the Services. In order to satisfy our tax obligations, we collect tax identification information and, in certain circumstances, report this information and payments to tax authorities as legally required. You agree that you will provide us with any information and documents for accurate tax determination and compliance, as we request or as otherwise required. If you fail to provide up to date and accurate tax information, we reserve the right to suspend payments to your Payment Account and/or to terminate your Supplier Account. This includes your providing to OurPay adequate information required under applicable laws, such as IRS Forms W-8 and/or W-9 or other information to establish exemptions from withholding. You can see, and make updates to, your tax documentation by visiting your Supplier Account. You will also be responsible for complying with any Payment Processor’s (as defined below) terms and conditions regarding tax withholding and reporting, if applicable.

5. Intellectual Property

5.1. We grant you a non-exclusive and non-transferable right and license during the term of this Agreement to access and use the Supplier Dashboard and your Supplier Account solely to the extent necessary to receive the Services and perform your obligations under the Agreement. We grant you a non-exclusive and non-transferable right and license during the term of this Agreement to place the then-current OurPay Trademarks on your website for the purposes of using OurPay Checkout, provided that at all times you comply with any brand guidelines made available to you by or on behalf of OurPay with respect to such use.

5.2. You hereby grant to OurPay a non-exclusive, royalty-free license during the term to: (i) market, resell, and distribute the Product to Buyers; (ii) use, reproduce, display, and transmit Product Information and Supplier Trademarks in connection with the Services and to identify Supplier as a client and to use Supplier’s Trademarks in client lists, websites, and marketing materials, subject to reasonable trademark usage guidelines provided in writing by Supplier; and (iii) create, use, and maintain derivative works of integration materials, metadata, Product Information, and related materials solely as necessary to provide or improve the Services. OurPay may sublicense the foregoing rights to OurPay’s Affiliates and to third-party service providers (including Payment Processors, acquirers, Card Networks, fraud screening vendors, support providers, and hosting providers) solely to perform or support the Services.

5.3. OurPay agrees not to:

(i) modify the Product or create derivative works thereof;

(ii) merge the Product with other software or Services; 

(iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Product; 

(iv) disclose to third parties the results of any benchmarking tests performed on the Product without your prior written consent (if applicable); or 

(v) otherwise use, copy or distribute the Product except as expressly allowed hereunder.

For clarity, these restrictions apply to Supplier’s Product and do not restrict OurPay’s use of OurPay’s own technology or data analytics derived from OurPay Checkout, provided no Supplier Confidential Information is disclosed.

5.4. Supplier shall indemnify, defend, and hold harmless OurPay, its Affiliates, and their respective officers, directors, employees, and agents from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any claim that the Product, Supplier Trademarks, Supplier URLs or Product Information infringes, misappropriates, or otherwise violates any Intellectual Property Right of a third party. If the sale and/or use of the Product is or is likely to be enjoined, Supplier shall promptly, at its expense, (i) procure the right for OurPay to continue providing the Services in connection with the Product; (ii) modify the Product to be non-infringing without materially diminishing functionality; or (iii) replace the Product with a non-infringing product of substantially equivalent functionality. Supplier’s obligations under this Section are not subject to any limitation of liability.

OurPay will promptly notify Supplier of any such claim and provide reasonable cooperation at Supplier’s expense. Supplier shall control the defense and settlement of the claim, provided Supplier may not settle any claim that imposes an admission of liability on OurPay, requires payment by OurPay, or imposes non-monetary obligations on OurPay without OurPay’s prior written consent.

5.5. Other than expressly provided for in this clause 5, you and your licensees retain ownership of all right, title and interest in and to the Product, Product Information and any related documentation and Supplier Trademarks, and all Intellectual Property Rights therein, and OurPay shall acquire no rights therein except as expressly set forth in the Agreement. You will own all rights, title and interest in all developments of and enhancements to the Product. OurPay will take no action which may adversely affect or impair your ownership of such materials and rights. Similarly, OurPay and its licensees retain ownership of all right, title and interest in and to the OurPay Dashboard, OurPay Checkout and the Services and any related documentation, OurPay Trademarks and all Intellectual Property Rights related thereto, and you shall acquire no rights therein except as expressly set forth in the Agreement.

For physical goods, this Section does not prevent transfer of ownership through a lawful resale. Ownership of the goods passes under the terms disclosed for the Transaction and applicable law; intellectual property rights remain separate.

6. Transactional and Product Support

6.1. OurPay agrees to provide first tier transactional support to Buyers (“Transactional Support”). Transactional Support includes handling requests for refunds, Chargebacks, payments, subscription cancellations, reconciliation and initial order-related support. For the avoidance of doubt, any ongoing customer service and after-sales support in respect of the Product, including, but not limited to, technical and/or delivery level support (e.g., Service Level Agreements) in accordance with the terms agreed between you and each Buyer (“Product Support”) shall be your sole responsibility.

6.2. You agree to provide all reasonably requested information, documents, and assistance within 72 hours to enable OurPay to provide Transactional Support, enable refund or Chargeback representment and to ensure the swift and effective resolution of any Buyer query or complaint.

6.3. You shall fulfill each Product as described before purchase. For goods, this includes the agreed delivery, shipping, and return arrangements; for services, the agreed work and performance dates; and for digital Products, the promised access or delivery. You shall keep appropriate fulfillment records and promptly notify OurPay and the Buyer of material delays or inability to fulfill an order so that any required consent, cancellation, replacement, or refund can be arranged.

6.4. You warrant that you will provide Product Support appropriate to the Product. For a subscription, you shall provide the goods, services, or access promised for each paid period, or arrange any refund required by the disclosed terms or applicable law. These obligations do not require every Product to be digital or delivered automatically.

7. Payments

7.1. OurPay will report to you and pay you in USD, unless use of another currency has been agreed between you and OurPay. If a payment requires currency conversion OurPay will disclose the conversion rate and any foreign exchange margin charged in advance of the conversion.

7.2. Amounts owed to you are recorded as Seller Payable. The settlement method, currency, timing, and any applicable threshold must be agreed with OurPay before live Transactions. Automatic seller payouts are not currently enabled; saving bank details or viewing a payable balance does not initiate a transfer. When a payment is initiated through a third-party payment provider (each a “Payment Processor”), receipt is subject to that provider’s processing time and the agreed settlement terms. Notwithstanding the foregoing, subject to applicable law and Network Rules, OurPay may establish, increase, or maintain a reserve, delay or suspend payments, or require Supplier to prefund liabilities, in OurPay’s reasonable discretion, based on risk factors including, without limitation, Chargeback rates, refund rates, Product risk, regulatory inquiries, suspected fraud, or failure to provide requested information. For Suppliers who have been suspended and any Transactions which OurPay has determined in its sole discretion are high-risk, such payment delays may be up to 120 days. Where practicable, OurPay will provide notice of any reserve, delay, or suspension and the reasons therefor, subject to applicable law and Network Rules. OurPay may withhold, reverse, or set off amounts against any actual or reasonably anticipated liabilities, including Chargebacks, refunds, Card Network fines, taxes, penalties, investigation costs, and reasonable attorneys’ fees.

7.3. When we pay you in connection with the Services, we use a Payment Processor to make payment to you through a payment account (the “Payment Account”) linked to your Supplier Account. The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor which you agree to be bound by when agreeing to the Agreement or using the OurPay Services. You can see more information on our current Payment Processors on our Payment Processor Page, which is incorporated into this Agreement. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

7.4. Where any credit is due to a Buyer due to service level or similar failure by you or in the Product, no credit will be given to you for any previously applied OurPay Fee and the OurPay Fee will be applied to the gross amount of any amounts charged prior to deduction of any credit.

8. Set Off

8.1. Subject to applicable law and Network Rules, and without prejudice to any other rights or remedies we may have, you hereby authorize OurPay to set off by whatever means the whole or any part of your liability to us under this Agreement against any funds, sums or other amounts owed to you under this Agreement, including, but not limited to:

(i) liability for refunds and Chargebacks and associated costs and fees incurred in accordance with clause 10.4;

(ii) any fines issued for non-compliance with the Network Rules;

(iii) liabilities for breach of our Acceptable Use Policy; 

(iv) liabilities for fraudulent or illegal use of our Services; or

(v) other liabilities as set out in this Agreement.

8.2. You agree that we may exercise the right of set-off in clause 8.1 at any time, without further notice to you, whether your liability is present or future, liquidated or unliquidated, actual or contingent. In the event such set-off does not fully reimburse us for the liability owed, you shall immediately pay us a sum equal to any shortfall.

8.3. If there are insufficient funds in your Payment Account, in OurPay’s sole discretion, at any time to cover potential refunds, Chargebacks, charges or other liabilities you may owe to us (together "Liabilities"), you agree to either add additional funds to your Payment Account as requested by OurPay, or agree that we may exercise the right of set-off in clause 8.1 at any time without notice to you, whether such liability is present or future, liquidated or unliquidated, actual or contingent. In the event such set off does not fully reimburse us for the liability owed, you shall immediately pay us a sum equal to any shortfall, and we reserve the right to suspend part or all of the Services until the deficit is paid.

8.4. Subject to applicable law, OurPay may withhold Supplier Fees connected to Transactions for which there is specific evidence of fraud, unlawful conduct, or infringement of a third party's rights. Any suspension, withholding, or termination must relate to the actual issue and comply with clause 2.5. These measures may apply if:

(i) there is specific evidence of fraud or unlawful activity associated with a Transaction or your Supplier Account;

(ii) there is specific evidence that you have intentionally or willfully taken action which materially misleads or directly defrauds a Buyer or OurPay;

(iii) any applicable law or Network Rules requires us to do so;

(iv) there is specific evidence that the sale of the Product infringes upon the established rights of a third party; or

(v) we are otherwise entitled to do so under this Agreement.

9. Supplier Obligations

9.1. You shall promptly, on our request, provide accurate, complete and updated information about Supplier and its business, which may include information about its financial status and creditworthiness, its activities, its shareholders (and ultimate beneficial owners), its compliance with applicable laws, the Product and Supplier URLs (as defined below), as we or our third-party KYC/KYB verification partners request from time to time (the "Supplier Information").

9.2. You shall ensure that the Supplier URLs provide clear and accurate information about the Product, clearly reflect OurPay's status as a reseller and comply with OurPay’s policies, the Network Rules and applicable law.

9.3. OurPay may, in its discretion, request changes to the Supplier URLs (including any policies and/or terms displayed on the Supplier URLs) to:

(i) ensure it is clear that OurPay acts as a reseller of the Product;

(ii) ensure compliance with OurPay's policies, the Network Rules and/or applicable law; and/or

(iii) prevent or reduce Chargebacks.

9.4. Supplier shall provide correct and complete information about each Product: its description, specification, tax categorization, price, relevant Supplier URL or sales channel, fulfillment arrangements, delivery or performance timing, any shipping or other charges, and applicable cancellation and return terms (together the "Product Information"). OurPay may request additional information reasonably needed for the actual Transaction. Supplier may amend Product Information or add new Products or sales channels, subject to the same obligations. A new category alone does not require a separate category approval.

9.5. Supplier shall ensure that all Product Information and Supplier URLs include clear and conspicuous disclosures required by applicable U.S. federal and state consumer protection laws and laws governing automatic renewal and negative option offers (including, as applicable, the Restore Online Shoppers’ Confidence Act and state automatic renewal laws), including material terms, pricing, renewal intervals, cancellation timing and method, refund eligibility and that charges will recur until canceled. Supplier shall provide a direct, readily available online cancellation mechanism that is effective immediately or at the next billing cycle as required by law.

9.6 Supplier shall cooperate with OurPay to ensure that the distribution of Buyer notices, including notices of subscription price changes and notices regarding the imposition or change of applicable Sales Tax, disclosures and renewal reminders (together “Buyer Notifications”), and cancellation functionality are coordinated within OurPay Checkout. In the event that Supplier elects to disable some or all Buyer Notifications in order to manage such communications directly with Buyers (such election, "Supplier-Managed Communications"), Supplier assumes full and sole responsibility for providing all Buyer Notifications that would otherwise have been provided by OurPay as Supplier-Managed Communications. Supplier shall ensure that all Supplier-Managed Communications comply with: (i) all applicable laws; (ii) the timing requirements prescribed by such laws; (iii) the Network Rules; and (iv) OurPay's policies. OurPay reserves the right, in its sole discretion and upon reasonable notice to Supplier, to re-enable Buyer Notifications and resume direct communications with Buyers if OurPay determines that: (i) Supplier has failed to comply with its obligations under this Section; (ii) Supplier-Managed Communications have resulted in an excessive rate of Chargebacks, refunds, or consumer complaints; or (iii) re-enablement is necessary to ensure compliance with applicable law, the Network Rules, or requirements of any Payment Processor, acquirer, or Card Network.

9.7. Supplier shall keep Supplier Information and Product Information accurate and up to date. Update material details before using the Services for the changed activity, and promptly correct any inaccuracy. Ordinary additions or changes to lawful Products do not require a thirty-day waiting period. If the actual change requires a new license, provider approval, or payment arrangement, satisfy that specific requirement before accepting the affected Transactions.

9.8. OurPay may reject or suspend an affected Product or payment route where:

(i) there is specific evidence of a violation of the published Acceptable Use Policy, applicable law, or the rules of the provider used for the Transaction;

(ii) a required license, authorization, provider approval, or supported payment arrangement is missing;

(iii) Supplier does not provide information reasonably necessary to verify its identity, authority to supply the Product, or ability to fulfill the Transaction;

(iv) Supplier fails to correct materially misleading Product Information or disclosures required under clause 9.3; or

(v) there is specific evidence of fraud, non-delivery, unlawful conduct, or material Buyer harm.

A category label, price, or general reference to risk tolerance alone is not sufficient. Where lawful, OurPay will explain the concrete issue and what information or change is needed, and provide an opportunity to request review. A requirement affecting one payment route does not itself prohibit the entire Product category. This clause does not require OurPay to offer an unavailable payment or settlement capability.

9.9. Supplier shall not label any alternative payment flows that collect, store, or process cardholder data or as “OurPay Checkout”.

10. Refunds and Chargebacks

10.1. You acknowledge and agree that as OurPay is the seller of the Product to Buyer, you shall not issue any invoice or make any demand for payment to any Buyer in a Transaction. If you agree with Buyer to issue a refund or repay any of the Standard Price, you will not make this payment directly to Buyer but will initiate the payment through your Supplier Dashboard.

10.2. As the seller, OurPay shall be entitled to cancel a Transaction and grant Buyer a refund of the full price paid if:

(i) Buyer requests a refund within ten (10) days of the date of a one-off Transaction or, in the case of a subscription service, within 30 days from the date on which the subscription was last renewed AND OurPay determines, in its sole discretion, that a refund is in the best interest of both OurPay and Supplier having reviewed the stated reason for the refund request and any usage information;

(ii) OurPay reasonably believes that the Transaction was made in error or fraudulently;

(iii) OurPay reasonably believes the Transaction may become subject to a Chargeback;

(iv) Supplier has not responded to OurPay’s request for Transactional Support assistance within 72 hours pursuant to Section 6.2; or

(v) required by any applicable law, regulation, Payment Processor or Network Rules.

10.3. If OurPay determines, in its sole discretion, that one or more of the Products, or the Products as a whole, have an excessive Chargeback or refund rate, OurPay shall be entitled to immediately:

(i) suspend the sale of all or a portion of the Product(s) through one, multiple or all payment methods;

(ii) implement additional content or controls to the OurPay Checkout and/or associated processes (such as email notifications to Buyers);

(iii) terminate the Services with immediate effect in accordance with clause 17.3; and/or

(iv) share information about your business and/or your Payment Account and/or Supplier Account with its Payment Processor, acquirers and the Card Networks.

10.4. OurPay may utilize Chargeback prevention services offered by Payment Processors or other third-party service providers to receive early notification of a potential Chargeback before such Chargeback is formally initiated (each a "Chargeback Prevention Alert"). For each Chargeback Prevention Alert received, Supplier shall reimburse OurPay for a Chargeback prevention fee of $25 USD (the "Chargeback Prevention Fee"), as may be updated by OurPay on notice. If, following receipt of a Chargeback Prevention Alert, the underlying dispute does not result in an actual Chargeback, OurPay shall credit or refund the Chargeback Prevention Fee to Supplier. For the avoidance of doubt, if the dispute proceeds to an actual Chargeback, the Chargeback Prevention Fee shall be non-refundable and shall be in addition to any amounts owed by Supplier under Section 10.5.

10.5 If OurPay is subject to a Chargeback or issues a refund, Supplier shall reimburse OurPay for: (i) the full amount of the Chargeback or refund including any additional amounts required to cover the OurPay Fees which OurPay shall be entitled to retain regardless of any such Chargeback or refund; (ii) all associated fees, penalties, and assessments (including from Card Networks, acquirers, and Payment Processors); (iii) reasonable representment and investigation costs; and (iv) a per-incident fee of up to $30 USD, as updated by OurPay on notice, in each case as permitted by applicable law and Network Rules.

11. Representations and Warranties

11.1 You represent and warrant to OurPay that:

(i) the Supplier Information and Product Information you have provided is, and continues to be, accurate and up to date;

(ii) you have the rights and authority required to supply, resell, license, or perform each Product and to appoint OurPay as reseller. Lawful resale does not require you to have created or manufactured the Product;

(iii) the Product complies with our Acceptable Use Policy and the sale of the Product is in compliance with all Network Rules and applicable laws and you shall provide Buyers with Product Support and access to Transactional Support in a manner as it is required by applicable law, including by way of a direct link to enable cancellation of a Product, if required by applicable law;

(iv) you own, operate, or are authorized to use the Supplier URL(s) and other sales channels through which you offer the Product;

(v) you will keep your sales-channel information current and accurately identify the Product, Supplier, and OurPay's reseller role. Hosted storefronts, marketplace listings, mobile applications, and payment links are permitted where you are authorized to use them and the actual Transaction meets clause 2.5;

(vi) the Product is free from defects and fit for any purpose agreed between you and Buyer or otherwise fit for any purpose for which such Product is generally used;

(vii) you have the necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit OurPay to perform the Services contemplated under the Agreement;

(viii) there is no action, suit, regulatory action, or proceeding at law or in equity now pending or, to your knowledge, threatened by or against or affecting you which would substantially impair your right to carry on your business as contemplated herein or adversely affect your financial condition or operations;

(ix) neither you, nor any controlling entity or person associated with your business, has ever been or is currently:

(a) suspended or terminated by a Payment Processor, acquirer, Card Network, financial institution or other operator of a payment system due to fraud, unfair or deceptive acts or practices, a breach of law, regulation or Network Rules; or

(b) subject to any action taken in the prior ten (10) years by any regulatory agency or body involving fraud or unfair or deceptive acts or practices.

(x) your use of the Services and the delivery and performance by you of your obligations under the Agreement do not and will not conflict with or violate any agreement or other instrument with a third party applicable to you or otherwise infringe upon the rights of any third party (including Intellectual Property Rights);

(xi) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant Data Protection Laws) relating to you, the Products, your use of the Services, and your actions and omissions related to the Services and the Products; 

(xii) you will implement the OurPay Checkout in strict compliance with OurPay's policies and guidance, and you will not conceal information required under OurPay's policies, the Network Rules or applicable law from Buyers;

(xiii) you have not and will not engage in any tactics to avoid fraud and risk monitoring programs established by OurPay or any Payment Processor, acquirer, Card Network, financial institution or other operator of a payment system, including, but not limited to, balancing or distributing sales transaction volume or sales transaction activity among multiple Supplier Accounts where the purpose of such balancing is to avoid fraud and risk management programs; using shell companies to apply for additional Supplier Accounts; or attempting to reduce excessive Chargebacks through the use of services that prevent Chargebacks without also assessing the cause of the excessive Chargeback rate;

(xiv) you will properly display the full OurPay Checkout to each Buyer and will ensure that no part of the OurPay Checkout presented to Buyers is changed, obscured, contradicted or otherwise altered by any content or function of the Supplier URL;

(xv) your marketing, including any telephone, email, or message campaigns, complies with applicable law and the rules of the services used. You will obtain required consent, honor opt-outs, and avoid deceptive claims or unlawful unsolicited communications. Use of a lawful marketing channel is not itself a reason to reject a Product;

(xvii) you will at all times comply with all applicable OurPay policies and the Data Processing Addendum; and

(xviii) you and your owners, officers, and directors: (i) are not the subject of, and are not located in a country or territory subject to, sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or other applicable authority; (ii) you shall comply with all applicable export control, re-export, and sanctions laws (including the Export Administration Regulations) and shall not make Products available to prohibited end users or end uses; and (iii) you shall comply with anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

12. Indemnity

12.1 You agree to indemnify, defend and hold harmless OurPay, its Affiliates and their respective employees, officers and directors from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable legal fees) arising from or in relation to:

(i) any information that you or anyone using your Supplier Account may submit or access in the course of using the Services, including Supplier Information;

(ii) your breach of any representation or warranty in, or violation of the terms of, the Agreement or any agreement or other instrument with a third party applicable to you;

(iii) any violation or failure by you to comply with all applicable laws and regulations in connection with your use of the Services, whether or not described herein; and

(iv) any disputes in respect of the Product.

12.2 OurPay will promptly notify you of any such claim and provide reasonable cooperation at your expense. You shall control the defense and settlement of the claim, provided you may not settle any claim that imposes an admission of liability on OurPay, requires payment by OurPay, or imposes non-monetary obligations on OurPay without OurPay’s prior written consent.

13. Disclaimer of Warranties and Limitation of Liability

13.1. OurPay disclaims any and all warranties, representations and conditions, whether express, implied or statutory regarding the Services to the full extent permitted by law. Without limiting the generality of the foregoing, the Services are provided "as-is" and without warranties of any kind, including, without limitation, any warranties of performance or implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Further, OurPay does not make, and has not made, any representation or warranty that the Services are accurate, complete, reliable, current, error-free, or virus-free or that the operation of the Services will be uninterrupted. Some jurisdictions do not allow exclusion of an implied warranty, so this disclaimer may not apply to you.

13.2. To the fullest extent permitted by applicable law, in no event will OurPay, its partners, service providers, Affiliates or any of their respective directors, officers, employees or agents be liable to you for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with this Agreement, regardless of whether the relevant party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort or otherwise. 

13.3. OurPay’s aggregate liability is limited to the OurPay Fee derived from your Transactions in the six (6) months preceding the event giving rise to liability, except for amounts finally awarded for OurPay’s fraud or willful misconduct.

13.4. Notwithstanding the foregoing, neither party limits its liability in respect of (i) fraud or willful misconduct; (ii) death or personal injury; or (iii) any matter for which it would be unlawful for the parties to exclude liability.

14. Confidentiality

14.1. The parties acknowledge that they may share Confidential Information for the purposes of this Agreement. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information, except as expressly permitted in the Agreement.

14.2. Each party shall exercise the same degree of care to avoid the publication or dissemination of the other party's Confidential Information as it affords to its own Confidential Information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.

14.3. Confidential Information disclosed under the Agreement shall only be used by the receiving party for the purpose of the Agreement or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party’s Confidential Information for its own benefit or for the benefit of any third party.

14.4. The obligation of the parties not to disclose Confidential Information shall survive the termination or expiry of the Agreement.

14.5. Notwithstanding the foregoing, neither party shall be obliged to protect Confidential Information of the other party which:

(i) is rightfully received by the receiving party from another party without confidential obligation to such party, or

(ii) is known to or developed by the receiving party independently without use of the Confidential Information, or

(iii) is, or becomes, generally known to the public by other than a breach of duty hereunder by the receiving party.

14.6. The receiving party may disclose Confidential Information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure (where permitted under applicable law).

14.7 OurPay may also disclose your Confidential Information to OurPay’s Affiliates and to third-party service providers (including Payment Processors, acquirers, Card Networks, fraud screening vendors, support providers, and hosting providers) solely to perform or support the Services.

15. Privacy

15.1. OurPay will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of personal information, as described in our Privacy Policy and our Data Processing Addendum.

15.2.The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at: gnanadeep@ourpay.dev.

15.3 You shall implement and maintain appropriate administrative, physical, and technical safeguards consistent with industry standards to protect Buyer and transaction data processed via the Services. You shall comply with all applicable privacy and Data Protection Laws, including, as applicable, the CPRA, you shall not sell or share personal information obtained through the Services except as expressly permitted herein and by applicable law and you shall obtain any required consents for processing, including for minors aged 13–16 where a sale or sharing would occur.

15.4. You shall promptly (and in any event within 72 hours) notify OurPay of any actual or suspected unauthorized access to or acquisition of personal data processed in connection with the Services (a ‘Security Incident’), you shall cooperate in OurPay’s investigation and remediation, and you shall bear all costs, fines, and assessments arising from any Security Incident to the extent caused by your acts or omissions. OurPay shall have the right, upon reasonable notice, to audit your compliance with this Section no more than once annually or following a Security Incident.

15.5. Each party agrees that it shall, at all times during the term of the Agreement, comply with the terms of the Data Processing Addendum. Each party acts as an independent ‘business’ (or equivalent term) under applicable U.S. state privacy laws with respect to the personal information it independently collects and determines the purposes and means of processing. The parties do not intend to create a processor-service provider relationship. Each party shall honor consumer privacy rights requests it receives for personal information within its control and shall provide reasonable cooperation to facilitate compliance.

16. Dormant Accounts

If you have no sales of any Product for a period of six (6) consecutive months, OurPay reserves the right to deactivate your Supplier Account. Dormant Supplier Accounts with a negative balance and no sales activity in the preceding fifteen (15) days will be deactivated immediately.

17. Termination

17.1. Either party may terminate this Agreement at any time by giving the other party at least 30 days’ prior notice in writing.

17.2. Either party may terminate this Agreement by immediate notice in writing to the other if:

(i) the other party commits a material breach of this Agreement which is not remediable, including, for the avoidance of doubt, compliance with the Acceptable Use Policy;

(ii) the other party commits a material breach of this Agreement which is remediable and is not remedied within thirty (30) days of receiving written notice of such breach;

(iii) any consent, license or authorization held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Agreement or receive any benefit to which it is entitled;

(iv) the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

17.3. OurPay may terminate this Agreement by immediate notice in writing to you if:

(i) it is requested by any of its Payment Processors or a Card Network;

(ii) OurPay has reasonable suspicion, or knows, that any of the representations or warranties given in clause 11 was or has become incorrect or false;

(iii) it reasonably suspects fraudulent or criminal activity or non-compliance by you with applicable law or the Network Rules;

(v) one or more of the Products, or the Products as a whole, have a Chargeback Rate which OurPay, in its sole discretion, deems to be excessive; or

(vi) there is specific evidence that you materially violate the published Acceptable Use Policy or engage in threats, harassment, fraud, or other material abuse toward OurPay or a Buyer. Product eligibility is governed by clauses 2.4, 2.5, and 9.8; a category label alone is not grounds for termination.

17.4. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

18. Rights and Obligations on Termination or Suspension

18.1. Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all undisputed amounts then or thereafter rightly due and payable. 

18.2. On termination of this Agreement or following a suspension in accordance with clause 8.3, 9.8 or 10.3(i), OurPay may retain any Supplier Fees as it reasonably determines necessary to settle any outstanding liabilities under this Agreement and/or to cover future Chargebacks and refunds, including refunds which might result from a failure by you to provide and maintain the Products for the full length of any subscriptions running beyond the date of such suspension or termination.

18.3. On termination or expiration of this Agreement for any reason:

(i) OurPay will cease to provide the Services and will disable access to any technology (including APIs) related to the performance of the Services, and all rights and permissions granted by OurPay under this Agreement shall terminate;

(ii) OurPay will, within thirty (30) days of your written request, return to you or destroy (a) all manuals, documentation, Product Information, fee schedules and other written materials provided by you; and (b) all of your Confidential Information, in each case provided that such materials or information are in its possession or under its control and unless OurPay is required to retain such information for the provision of ongoing subscriptions to Buyers or to comply with or demonstrate compliance with applicable law.

18.4. Setoff rights, indemnities, confidentiality, privacy/security, tax, dispute resolution, and limitations of liability shall survive termination. Any retained amounts shall be released upon the later of: (i) nine (9) months following termination; (ii) resolution of all known Chargebacks and refunds; and (iii) expiration of the longest Buyer subscription active as of termination, less applicable deductions.

19. Definitions and Interpretation

"Acceptable Use Policy" means OurPay’s acceptable use policy set out at: https://ourpay.dev/legal/acceptable-use-policy

"Additional Services" means the optional services referred to in clause 2.3;

"Affiliates" means any corporation, partnership, limited liability company or other form of legal entity, which directly or indirectly controls, is controlled by or is under joint control, from time to time;

"Buyer Terms" means the OurPay Checkout Buyer Terms available at: https://ourpay.dev/legal/checkout-buyer-terms;

"Buyer" means a customer who purchases the Product using the OurPay Checkout;

"Card" means any form of credit card, debit card or pre-paid card issued under a Card Network;

"Card Network" means Visa, Mastercard, American Express, Discover, or a comparable payment-card network that governs Card acceptance. Payment Processors and alternative payment methods are subject to their own applicable rules under clause 2.5;

"Chargeback" means a procedure whereby an issuing bank or other financial institution charges all or part of an amount of a Checkout Buyer’s credit or debit card transaction back to the acquirer or merchant bank;

"Checkout Recovery" means the Additional Service offered by OurPay through which OurPay emails a prospective Buyer if they have commenced but not completed the purchase of a Product;

"Confidential Information" means information considered proprietary by the disclosing party, whether written or oral, in any form, including without limitation, information relating to the Services and/or Products, trade secrets, business plans, suppliers, customers, finances, personnel data, and other material non-public information;

"Data Protection Law" means all privacy and data protection laws and regulations applicable to the processing of personal data under this Agreement, including the laws of India and any other jurisdiction where those laws apply;

"Data Processing Addendum" means OurPay’s data sharing terms, set out at: https://ourpay.dev/legal/data-processing-addendum that govern the sharing of personal data between OurPay and Supplier in accordance with the Data Protection Laws;

"Intellectual Property Rights" means patents, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Network Rules" means the collective set of by-laws, rules, regulations, operating regulations, procedures and/or waivers issued by the Card Networks, as amended and/or supplemented from time to time;

"OurPay" means Ourpay.dev Private Limited and its Affiliates;

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

"OurPay Fee" means the margin payable to OurPay for the Services in respect of each resale of a Product made by OurPay;

"Product" means any lawful goods, software, digital content, subscriptions, or services offered by Supplier through the Services, separately or in combination, including associated updates, integration, implementation, and service fees. This definition is not limited to categories listed in the dashboard or documentation. Clause 2.5 governs the availability and requirements of the actual Transaction;

"Product Information" shall have the meaning set out in clause 9.4;

"Sales Tax" means any tax or levy chargeable or withheld on Transactions globally, including but not limited to VAT, GST, sales tax and sales & use tax, digital service tax or levy, and corporate withholding taxes, and any associated interest or penalties;

"Services" means the services provided by OurPay as further described in clause 2;

"Standard Price" means the price paid by Buyer for the Product, as recommended by Supplier in the Supplier Dashboard;

"Supplier Account" means the account you will set up on the OurPay platform in order to be able to use the Services;

"Supplier Dashboard" means the OurPay dashboard where you are able to access your Supplier Account, view confirmed sales, amend account settings and access all reports;

"Supplier Fee" shall have the meaning set out in clause 3.1;

"Supplier Information" shall have the meaning set out in clause 9.1;

"Supplier URL(s)" means the addresses and content of websites, hosted storefronts, marketplace listings, mobile applications, or payment links that you own, operate, or are authorized to use to sell the Product through the Services;

"Trademarks" means trademarks, logos, service marks, trade names and logotypes whether registered or otherwise of either party or a Product; and

"Transaction" means a completed sale of the Product (excluding reversals, refunds and other Chargebacks) via OurPay Checkout.

19.2. In this Agreement, unless the context requires otherwise:

(i) any clause, schedule or headings in this Agreement is included for convenience only and shall have no effect on the interpretation of the Agreement;

(ii) a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

(iii) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

(iv) a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

(v) a reference to a gender includes each other gender;

(vi) words in the singular include the plural and vice versa;

(vii) any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

(viii) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email); and

(ix) a reference to law is a reference to that law as amended, extended, re-enacted or consolidated from time to time and includes all subordinate legislation made from time to time under that legislation as amended or re-enacted.

20. General

20.1. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

20.2. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

20.3. OurPay may assign or transfer this Agreement, in whole or in part, to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets, without Supplier’s consent. Supplier may not assign or transfer this Agreement without OurPay’s prior written consent; any prohibited assignment is void.

20.4. Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, utility or telecommunications outages, or failures of third-party hosting providers (a “Force Majeure Event”). The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance promptly.

20.5. Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

20.6. Except as expressly provided in this Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20.7. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

20.8. Each party shall comply with all laws, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorizations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with this Agreement.

20.9. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of OurPay, and you do not have any authority of any kind to bind OurPay in any respect whatsoever.

20.10. Any notice (save for notices given in legal proceedings or arbitration) given to a party under or in connection with this Agreement shall be in writing or by email to the address given for the relevant party herein or such other address that a party notifies the other party of at any time and shall be given and deemed received by mail on the second Business Day after postage or, if given by hand, on delivery. OurPay's email address for such purposes is gnanadeep@ourpay.dev and Supplier's email address is as provided in the Supplier Account.

20.11. As part of the Services, you may receive communications through the Services, including messages that OurPay sends you (for example, via text or email). When signing up for the Services, you can always customize which messages you want to receive from us via your settings within your Supplier Dashboard.

20.12. Supplier shall maintain, at its own expense, throughout the term of the Agreement and for one (1) year thereafter, insurance coverage customary for providers of similar services, including commercial general liability, professional liability (errors and omissions) and cyber liability coverage. Upon request, Supplier shall provide certificates of insurance.

21. Governing Law and Disputes

This Agreement is governed by the laws of India, subject to any mandatory law that applies to the parties or the Transaction. Disputes may be brought before courts in India with competent jurisdiction, except where mandatory law provides another forum or remedy. Nothing in this Agreement excludes rights or remedies that cannot lawfully be excluded.

For notices or an attempt to resolve a dispute, contact Gnanadeep or Abhinav Gudipati at Ourpay.dev Private Limited.