Terms of Service

1. Changes

SablePay may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Product or Services. No such changes will apply to any dispute between you and SablePay arising before we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Product or Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. SablePay may, at any time and without liability, modify or discontinue all or part of the Product or Services; charge, modify or waive any Fees required to use the Product or Services; or offer opportunities to some or all users.

2. Information Submitted Through the Product

SablePay has the right to anonymize the data you or your End Users or other users submit to SablePay through the Product or Services, and to use such anonymized data for SablePay's own business purposes, including to develop and improve products and services that are sold or otherwise made available to other customers. Anonymized data will no longer identify you nor any specific individual, and will no longer be non-public information as defined by the Gramm-Leach-Bliley Act and its regulations. Once such data is anonymized, you shall have no rights to encumber its use by SablePay or by others.

You represent and warrant that: (1) you have provided all required privacy notices to individuals, given individuals any required opt-out rights, and obtained any required consents from individuals, in order for you to enable SablePay to receive such data, and anonymize and use and disclose such anonymized data, as described in the preceding sentences, and (2) any information you provide in connection with the Product or Services is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Product and Services

The “Product” means any of SablePay's software, including application programming interfaces and Key(s) (as defined below), including code, instructions, data or other information, as may be made available under this Agreement by SablePay, which are intended to permit a Customer Application (as defined below) to interface and communicate with certain third-party financial institutions and blockchain networks. “Customer Application” means any of your software applications that incorporate, access or use the Product.

SablePay may make certain components of the Product available to you on a hosted basis, and may provide you with certain technical assistance and consulting services (collectively, together with such hosting, the “Services”).

SablePay reserves the right, including without prior notice, to limit any aspect of or discontinue making available any Product or Service; to impose conditions on the honoring of any coupon, discount or similar promotion; and to refuse to provide any user with any Product or Service.

SablePay may (but has no obligation to) monitor, evaluate or analyze your access to or use of the Product or Service. SablePay may disclose information regarding your access to and use of the Product, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

4. License

Subject to the terms of this Agreement, SablePay hereby grants to you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license, during the Term (as defined below), to access and use the Product to develop and operate Customer Applications, solely in accordance with this Agreement and any documentation, usage limitations and instructions supplied by SablePay.

5. Title; Intellectual Property

Except for the limited license granted in Section 4, SablePay shall retain all right, title, and interest in and to the Product and the results and proceeds of all Services, and all copies, improvements, enhancements, modifications, and derivative works thereof, including all patent, copyright, trade secret, trademark and other intellectual property rights related thereto (collectively, “SablePay IP”). All rights not expressly granted to you under this Agreement are hereby reserved by SablePay, and no other rights are granted to you by implication, estoppel, statute, operation of law or otherwise.

6. Your Obligations and Restrictions

a. You will not, and will not permit anyone else to, directly or indirectly:

• Copy, reproduce, modify, create derivative works of, or distribute the Product
• Rent, lease, or use any Product for or on behalf of any third party
• Remove, obscure or destroy any proprietary or confidential legends or markings in connection with the Product or any Confidential Information
• Falsify or alter any Key, or otherwise obscure the source of calls coming from a Customer Application
• Develop, distribute or use any functionality that would disable, hack or bypass any security measures or DRM mechanisms, including any verification or authentication mechanisms implemented in or by the Product or other software
• Use any automated means (e.g., scraping, crawling, spidering or robots) to access, query or obtain any data received through the Product
• Use the Product for any personal (i.e., non-commercial or non-business) purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful
• Access legacy internal application programming interfaces or data feeds that are used by SablePay but that are not intended by SablePay to be available through the Product
• Harvest or collect information about other users of the Product, or restrict or inhibit any other person from using the Product

“Key” means each unique string identifying each Customer Application as a user of any application programming interface, assigned by SablePay and activated in SablePay's discretion, which is intended to enable you to use such application programming interface.

b. License Grant to SablePay

You hereby grant to SablePay a non-exclusive, worldwide, perpetual, sublicensable, transferable (in accordance with Section 15) royalty-free license to use, reproduce, and create derivative works of Customer Data solely for the purposes of (a) training the Product and SablePay's other products and services; and (b) developing, operating and improving the Product and SablePay's other products and services. “Customer Data” means the data and information provided, transmitted, distributed, disclosed or otherwise made available by you to SablePay under this Agreement, or to or through the Product.

c. Feedback

During the Term, and including upon SablePay's reasonable request, you may provide SablePay with comments, input and feedback regarding the features, functionality and performance of the Product or Services (“Feedback”). You hereby assign and agree to assign to SablePay all right, title and interest in and to any Feedback, and any improvements and modifications to the Product or Services or SablePay's other products or services conceived or made as a result of such Feedback, including all intellectual property and other proprietary rights in the foregoing.

d. Compliance

You will cause your users to comply with the applicable terms and conditions of this Agreement in connection with any access to or use of the Product and Services, and any other applicable specifications, documentation or usage limitations made available by SablePay from time to time. You are responsible for acquiring and maintaining all software, hardware and services necessary to access or use the Product and Services.

e. Usage Limits

SablePay may, in its sole discretion, set and change quotas and other limits on Product or Services usage, which may include the number of calls that you may make during a particular period, the minimum required time between any such calls, or the maximum file size that may be transmitted to, from or through the Product, or require pre-payments in connection with any of the foregoing. You will not (and will not permit or enable any third party to) exceed or circumvent any such quotas or limits, including by aggregating accounts or obtaining multiple Keys.

f. End User Terms

You shall require each end user of a Customer Application (“End User”), as a condition of accessing or using any Product or Service, to affirmatively accept a terms of service or end user license agreement with you (the “EULA”) consistent with this Agreement, including the required terms set forth in the End User Terms and Conditions, as updated by SablePay from time to time.

7. Fees

a. Payment

The fees for the Product and Services (“Fees”) are as set forth at sablepay.io or as otherwise communicated to you by SablePay, and are subject to change by SablePay from time to time. You agree to pay to SablePay the then-current Fees for your usage of the Product and Services. Except as otherwise required by applicable law, all Fees are non-refundable.

You may have the option to purchase prepaid credits (“Credits”) that may be redeemed to satisfy certain Fees that you may incur. The price for Credits, and details regarding the redemption of Credits to satisfy Fees, are as set forth at sablepay.io or as otherwise communicated to you by SablePay, and are subject to change by SablePay from time to time. Except as otherwise required by applicable law, all Credits are non-transferable, non-refundable and have no cash value, and shall expire upon the earlier of (a) any expiration or termination of this Agreement, or (b) one (1) year from the date of purchase of the applicable Credits.

b. Free Trial

SablePay may, in its sole discretion, provide you with a limited free trial for the Product and/or certain Services. Any such free trial will be subject to usage limits and other restrictions as specified by SablePay during your registration process, or as otherwise communicated by SablePay from time to time. You acknowledge and agree that your access to and use of the Product or applicable Services may be suspended or terminated without notice if your free trial expires, or you exceed any such limits or restrictions.

c. Payment Information

Except during a valid free trial as described above, you must maintain a valid payment mechanism on file with SablePay in order to use the Product or Services. Accordingly, you may be asked to supply certain information, such as your credit card number and its expiration date, and your billing address. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to SablePay the right to provide such information to third parties for purposes of facilitating payments. Verification of information may be required before the acknowledgment or completion of any payment. By making a payment, you represent that the applicable Product or Services will be used only in a lawful manner.

d. Taxes

The specified Fees and prices for Credits are exclusive of any federal, state, local or other taxes, and you will be solely responsible for such taxes; except that you will have no responsibility for taxes imposed on SablePay's net income.

8. Term

The term of this Agreement (the “Term”) begins on the Effective Date and continues until terminated in accordance with its terms. Unless mutually agreed otherwise in writing during the Term, you must stop accessing and using the Product and Services at the end of the Term.

9. Termination

SablePay may suspend or restrict your rights in or access to the Product or Services, or immediately terminate this Agreement, in whole or in part at any time and without prior notice, including if SablePay reasonably believes that you have violated this Agreement, or if your use of the Product or Services exceeds reasonable usage as determined from time to time by SablePay in its sole discretion. Upon termination of this Agreement: (a) the licenses granted to you will immediately terminate; (b) you will immediately cease all access to and use of the Product and Services, and you acknowledge that you may no longer have access to any Customer Data; and (c) you will promptly return or permanently destroy all Confidential Information in your possession or control, and certify that you are in compliance with the foregoing. Sections 2, 4, 6(a)–(c) and (f), 7 (with respect to any amounts accrued during the Term) and 8–18 will survive termination of this Agreement.

10. Warranties; Disclaimers

a. Your Representations

You represent and warrant that: (a) the Customer Data is not unlawful or tortious, and you own or have procured sufficient licenses, rights, consents and permissions, and provided sufficient notices, including as required by applicable privacy laws, rules and regulations, and consistent with any applicable privacy policies, to provide the Customer Data to SablePay for use as set forth in this Agreement; (b) the Customer Data, including SablePay's use of the Customer Data in accordance with this Agreement, does not and will not infringe, misappropriate or otherwise violate any intellectual property or other proprietary rights of any third party, including any privacy rights; (c) you shall, in connection with your use of the Product and Services, and the development, distribution and use of any Customer Application, comply with all applicable laws, rules and regulations (including privacy laws), and shall not violate or interfere with any obligations or restrictions imposed on you or any End User by any third party; and (d) you have obtained from each End User all applicable rights, consents and permissions for SablePay to access such End User's third-party accounts, using such End User's credentials, in operating the Products and Services, including as required by Section 6(f) above.

b. SablePay Disclaimers

SablePay does not represent that the Product or Services will meet any of your expectations or specifications, that the Product or Services will be the same as (or operate in the same manner as) products and services made generally available by SablePay, or that the Product or Services (or their use by you or any End User) will comply with any third-party terms or conditions. SablePay has no obligation to ensure that the Customer Applications are compatible with the Product or Services, or to provide any support regarding the Customer Applications or your use of the Product or Services. You acknowledge that SablePay may add, remove or modify any feature or functionality of the Product or Services, or discontinue the Product or Services, at any time and without notice. You acknowledge that any information made available through the Product or Services (including any market data or other financial information) is made available for informational purposes only, is not intended to be a recommendation of any specific investment or investment strategy, and that SablePay makes no representations, warranties or other guarantees as to the accuracy or timeliness of such information. SablePay does not make investment recommendations or evaluate the suitability of any specific investment or investment strategy, and shall not be held liable for any damages arising from any decision that you or any third party makes based on any information made available through the Product or Services.

c. AS-IS Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCT, ANY SERVICES, ANY THIRD PARTY COMPONENTS AND ALL CONTENT AND MATERIALS AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, NEITHER PARTY MAKES ANY OTHER (AND EACH PARTY DISCLAIMS ALL OTHER) REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE PRODUCT, ANY SERVICES OR ANY THIRD PARTY COMPONENTS. CUSTOMER ACKNOWLEDGES THAT SABLEPAY IS NOT A FINANCIAL INSTITUTION. SABLEPAY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE PRODUCT, SERVICES OR THIRD PARTY COMPONENTS WILL MEET CUSTOMER'S NEEDS OR BE ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE, OR THAT ACCESS TO CUSTOMER DATA WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT CUSTOMER DATA WILL NOT BE SUBJECT TO DAMAGE, CORRUPTION, DESTRUCTION OR LOSS. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION 10 AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH SABLEPAY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

11. Indemnification

You will defend, indemnify and hold harmless SablePay and its Affiliated Entities from and against any third-party claims, actions, suits, investigations or proceedings, and any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of any of your obligations or warranties under this Agreement; (b) the Customer Data, or SablePay's use of the Customer Data in accordance with this Agreement, including SablePay's access to any End User's third-party accounts using the End User's credentials in operating the Products and Services; (c) your use of the Product, Services or Third Party Components (excluding any third-party claim to the extent arising from the infringement of the third party's intellectual property rights by the SablePay IP provided that such SablePay IP is used by you in compliance with this Agreement, applicable law and any applicable third-party terms and conditions); or (d) the operation of your business in connection with the Product, Services or Third Party Components, including in connection with development, distribution or use of any Customer Application.

12. Limitation of Liability

IN NO EVENT WILL SABLEPAY OR ANY OF ITS LICENSORS BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS, OR DAMAGE, LOSS OR OTHER COMPROMISE OF DATA ARISING OUT OF THIS AGREEMENT, OR MISDIRECTION, THEFT OR LOSS OF FUNDS OR OTHER DAMAGES IN CONNECTION WITH ANY THIRD-PARTY FRAUD OR ANY CYBER, HACKING OR DATA SECURITY INCIDENT, OR THE USE OF (OR INABILITY TO USE) THE PRODUCT, SERVICES, ANY KEY OR ANY THIRD PARTY COMPONENTS, EVEN IF SABLEPAY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, SABLEPAY'S LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.

13. Confidentiality

“Confidential Information” means the terms of this Agreement, any trade secrets or other confidential or proprietary information contained within the Product or Services, and other information identified by SablePay as confidential at the time of disclosure, or that a reasonable person would consider confidential due to its nature or the circumstances of its disclosure. Confidential Information includes the Product and all Feedback.

You will maintain all Confidential Information in confidence, and not disclose any such Confidential Information to a third party or use such Confidential Information except as permitted under this Agreement. You will take all reasonable precautions necessary to ensure that Confidential Information is not disclosed by you (or your employees, agents or users) to any third party, using a degree of care that is at least as protective as the care you use to maintain the confidentiality of your own confidential information of similar importance (and in no case less than a reasonable degree of care). You will immediately notify SablePay of any unauthorized access to or disclosure of Confidential Information.

The obligations related to Confidential Information in this Section 13 will not apply to information that: (a) is or becomes part of the public domain through no act or omission of yours; (b) was in your lawful possession before receipt from SablePay, through no breach of an obligation of confidentiality or other restriction on disclosure; (c) is lawfully disclosed to you by a third party without restriction on disclosure; or (d) is independently developed by you without use of Confidential Information, as shown by written contemporaneous documentation.

You agree that any breach of this Section 13 may cause irreparable harm to SablePay, and that SablePay will be entitled to seek equitable relief in addition to all other remedies provided by this Agreement or available at law.

14. Third Party Components

Certain features or functionality of the Product or Services may include or make available access to information, components, products, services and other materials made available by third parties, including End User accounts maintained by third parties (“Third Party Components”), or allow for the routing or transmission of such Third Party Components, including via application program interfaces.

SablePay neither controls nor endorses, nor is responsible for, any Third Party Components, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Components, or any intellectual property rights therein. Nothing in this Agreement shall be deemed to be a representation or warranty by SablePay with respect to any Third Party Components. SablePay has no obligation to monitor Third Party Components, and SablePay may block or disable access to any Third Party Components through the Product or Services at any time.

IF YOU ELECT TO USE ANY THIRD PARTY COMPONENTS FOR WHICH SABLEPAY PROVIDES AN INTEGRATION, YOU ARE RESPONSIBLE FOR OBTAINING AND PAYING FOR ANY APPLICABLE THIRD-PARTY SUBSCRIPTIONS AND LICENSES. YOUR USE OF THIRD PARTY COMPONENTS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY COMPONENTS, AS MADE FROM TIME TO TIME (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY COMPONENTS), AND YOU HEREBY AGREE TO COMPLY WITH SUCH ADDITIONAL TERMS, CONDITIONS AND POLICIES.

15. Assignment

You will not assign, subcontract or delegate this Agreement or any rights, duties or obligations under this Agreement to any other person or entity without SablePay's prior written consent. An equity sale or purchase, merger (including by operation of law) or other change of control will be considered an assignment for purposes of this Section 15. SablePay may assign, subcontract or delegate this Agreement, or any rights, duties or obligations under this Agreement, without restriction. Any assignment in violation of this provision will be null and void.

16. Publicity

SablePay may identify you as SablePay's customer in marketing, promotional and other materials, and may place your name and logo on SablePay's websites. SablePay may also reasonably request (with your consent not to be unreasonably withheld) that you participate in other publicity activities, including providing a quote for a SablePay press release and acting as a reference for other prospective SablePay clients. You hereby grant to SablePay and its designees a nonexclusive, fully paid-up, worldwide license to use and display your trade names, trademarks, and service marks (including logos) in connection with the foregoing. All such use shall be in accordance with good trademark usage practices, and all goodwill arising from such use shall inure solely to your benefit.

17. Governing Law; Disputes

This Agreement is made and will be governed by the state and federal laws of Delaware, United States, excluding its choice of law principles. Any dispute arising under or relating to this Agreement will be resolved exclusively by arbitration under the Commercial Arbitration Rules of the American Arbitration Association, with the venue of any such arbitration proceeding to be in a location agreed upon by the Parties. The arbitrator for any dispute will be selected according to the Commercial Arbitration Rules of the American Arbitration Association and will have experience with intellectual property licensing agreements. The award rendered by the arbitrator will be final, will identify a winning party, and judgment may be entered upon the award in accordance with applicable law in any court having jurisdiction. The fees and expenses of the arbitrator will be shared by the Parties. Notwithstanding the foregoing, each Party may seek injunctive or other equitable relief in connection with any matter based upon or arising out of this Agreement in any forum having proper jurisdiction.

18. General

This Agreement constitutes the complete agreement between the Parties relating to the matters specified in this Agreement, and supersedes all prior representations or agreements, whether oral or written, with respect to such matters. This Agreement may be amended or superseded only by a writing signed by the Parties. If any provision (or any part thereof) is unenforceable under or prohibited by any present or future law, then that provision (or part thereof) is hereby amended, so as to comply with such law, while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from this Agreement; and all the remaining provisions of this Agreement will remain in effect. Failure by either Party to complain of any act or failure to act of the other Party, or to declare the other Party in default, regardless of the duration of the default, will not constitute a waiver of rights under this Agreement. The word “including” means “including without limitation.” The word “or” means “and/or.” This Agreement may be executed in multiple counterparts (including via PDF copies or electronic signatures), all of which taken together are treated as a single original agreement. Notices to you (including notices of changes to this Agreement) may be made via posting to SablePay's website or by e-mail (including in each case via links), or by regular mail. SablePay will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.