BEFORE YOU USE THE GRAILPAY SERVICES PLEASE READ THIS AGREEMENT CAREFULLY. THIS CLIENT AGREEMENT (THE "AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND GRAILPAY HOLDINGS, INC. (“GRAILPAY”, “US” “OUR” OR “WE”) BY USING THE SERVICES YOU, ANY ENTITIES THAT YOU REPRESENT, AND EACH AND EVERY PARTICIPATING STORE LOCATION ("YOU" “YOUR” OR "CLIENT") ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT AND ANY RELATED DOCUMENTS AND POLICIES REFERENCED HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT DO NOT USE THE SERVICES.
SECTION 21 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 21 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. CAREFULLY REVIEW SECTION 21 OF THIS AGREEMENT REGARDING RELATING TO THE DISPUTE RESOLUTION PROCESS.
GrailPay offers payment processing, data, technology, software and other business-related payment services to clients (collectively “GrailPay Services” or the “Services”). This Agreement explains our obligations to You, and Your obligations to Us in relation to the Services provided to You. GrailPay is not a client or seller of goods, but a payment processing platform. GrailPay Services consist of: (a) Authorization of pay by bank transactions from Client Customers to Client Vendors via the Client Platform and the approved Financial Institution Partner; (b) Provision of information to Client to effect settlement of such transactions; (c) Dispute resolution with Platform User Banks; and (d) Transaction-related reporting, statements and related documentation.
In order to use the GrailPay Services, Client must be (a) a U.S. company or other legally-organized entity, in good standing, with a U.S. physical address, and (b) open and maintain a GrailPay account governed by the GrailPay Terms and GrailPay Privacy Policy, as each may be updated from time to time. Your use of the GrailPay Services may be limited if Your access to the GrailPay Services is suspended or otherwise restricted for failure to comply with this Agreement or any other GrailPay terms or policies.
This Agreement will continue in effect until terminated by either party in accordance with this Section (the “Term”). GrailPay or Client may terminate this Agreement, upon terms set forth in the associated Order Form.
3.1 Subject to the terms in this Agreement, GrailPay agrees to (i) provide to Client the Services, including without limitation the transmission of transaction information to Financial Processors, and Client shall pay the applicable fees, and (ii) provide Client with access to standardized reports regarding Client Transactions processed using the Services and certain reporting tools to assist Client in accounting activities. Client may access and use the Services only in accordance with this Agreement, and Client will not provide the reports or tools for use or reliance by any third party unless the third party use is approved in advance in writing by GrailPay. GrailPay will have no liability for the use of reports or tools by third parties in violation of this limitation.
3.2 GrailPay has implemented and will maintain security systems for the transmission of Client's Transactions, consisting of encryption and "firewall" technologies that are understood in the industry to provide adequate security for the transmission of such information over the internet. GrailPay does not guarantee the security of the Services or Transaction data, and GrailPay will not be responsible in the event of any infiltration of its security systems, provided that GrailPay has used commercially reasonable efforts to prevent any such infiltration. Client further acknowledges and agrees that Client, and not GrailPay, is responsible for the security of Transaction data or information or any other information stored on Client's servers, and that GrailPay is not responsible for any other party's servers.
3.3 GrailPay will use reasonable commercial endeavors to undertake maintenance of the Services so as not to cause disruption to the Services. GrailPay may provide notice to Client of scheduled maintenance prior to said maintenance occurring.
3.4 GrailPay performs, at its own cost, the necessary Know Your Business (KYB), Know Your Customer (KYC), and Anti-money Laundering (AML) checks on persons (including You) who desire to utilize the GrailPay Services. GrailPay may apply additional risk assessment measures in relation to what GrailPay reasonably determines is a high-risk client. Client agrees to respond promptly to any reasonable requests for information in order to facilitate GrailPay conducting said measures. acknowledges that any delay in the Client’s response may result in delays to the supply of the Service, for which GrailPay will have no liability.
4.1 Only qualified businesses and other entities are eligible to create a GrailPay Client Account and use the GrailPay Services.
4.2 To create a GrailPay Client Account and be eligible to utilize the GrailPay Services Client must provide GrailPay with the following information: (i) Your business or trade name, (ii) physical address, email, phone number, (iii) tax identification number, (iv) URL, (v) the nature of Your business or activities, (vi), and individual you designate as being responsible for the business matters between You and Us (“GrailPay Account Administrator”) and (vii) certain other information about You that we may require . We may also collect personal information (including name, birthdate, and government-issued identification number) about Your beneficial owners, principals, and Your designated GrailPay Account Administrator.
4.3 At any time during Your use of the GrailPay Services, we may require additional information from You to verify beneficial ownership or control of the business, validate information You provided, verify Your designated GrailPay Account Administrator identity, and assess Your financial condition and the risk associated with Your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to Your business, its beneficial owners or principals.
4.4 You authorize Us to retrieve information about You from our service providers and other third parties, including credit reporting agencies and information bureaus and You authorize and direct such third parties to compile and provide such information to Us. You acknowledge that this may include Your name, addresses, credit history, and other data about You or Your GrailPay Account Administrator. You acknowledge that We may use Your information to verify any other information You provide to Us, and that any information We collect may affect our assessment of Your overall risk to Our business.
4.5 GrailPay may request, and You agree to provide, information about Your business, operations, funds flows, and/or integration with the GrailPay Services. GrailPay reserves the right to reassess your eligibility for the GrailPay Services at any time. GrailPay may immediately suspend provision of any of the GrailPay Services in the event that GrailPay reasonably determines, based on any of the review processes described in this Agreement, that You have become ineligible for any of the GrailPay Services.
4.6 You agree to keep the information in your GrailPay Account current. You must promptly update your GrailPay Account with any changes affecting You, the nature of your business activities, Your GrailPay Account Administrator, beneficial owners, principals, or any other pertinent information. We may suspend Your GrailPay Account or terminate the Services provided under this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three (3) days after any of the following occur: (i) You are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); (ii) there is an adverse change in Your financial condition; (iii) there is a planned or anticipated liquidation or substantial change in the basic nature of Your business;(iv) there is any change in the control or ownership of your business or parent entity; (v) or You receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of Your total assets.
Client is solely responsible for the following:
5.1 Establishing, hosting and maintenance of its website(s) and/or software platform and its connection to the internet (the "Client Web Site(s)"), fulfilling all orders for products and services sold by Client to its Customers on the Client Website(s) and/or software platform or otherwise, including without limitation, transmitting Transaction data to GrailPay servers and ensuring that any data stored or transmitted by Client in conjunction with or as a part of enrollment in the GrailPay Services is accurate, complete and in the form as requested by GrailPay. Client is also responsible for reviewing the Transactions in its account on a regular basis and notifying GrailPay promptly of suspected unauthorized activity through its account;
5.2 Establishing and maintaining a commercial banking relationship and client depository account with one or more financial institutions. The terms of such relationship shall be determined solely by Client and its chosen financial institution;
5.3 Maintaining commercially reasonable business practices in conjunction with use of the Services, collecting, storing and transmitting its customer data in a secure manner and protecting the privacy of its customer data. Client shall comply with GrailPay's requests for reasonable action on Client's part, to the extent necessary, to maintain the security and integrity of the GrailPay Services; Client agrees, and hereby represents and warrants that Client shall (i) use the Services in accordance with the applicable user guides and other documentation; and (ii) not use or permit others to use information obtained through the use of the Services for any purpose other than as described herein;
5.4 Updating to the most current Software version and security updates and patches necessary to properly operate the GrailPay Services and keep all Client enrollment and payment information current and up to date.
Client shall be prohibited from:(a) use of the GrailPay Services for any fraudulent, unlawful, deceptive, or abusive purposes; (b) use of the GrailPay Services in any manner intended to harm a Client Customer, GrailPay, or any third party; (c) circumvention of GrailPay’s intended limitations for any feature of the GrailPay Services as communicated to You by GrailPay; (d) using the GrailPay Services in a manner inconsistent with any developer documentation, integration guidance, this Agreement, or other technical, policy, or additional requirements communicated to You by GrailPay or posted on GrailPay’s website, as each may be updated from time to time; (e) using the GrailPay Services in violation of any guidance regarding restricted activities communicated to You by GrailPay; (e) using the GrailPay Services to conduct transactions for personal, family, or household purposes; (f) facilitating transactions for a third party that is not Your legitimate end user; (g) replicating and/or reselling the GrailPay Services by offering and/or enabling any third party to access the GrailPay Services through Your integration;
(i) engaging in the promotion or sale of any illegal activity or goods, Cannabidiol (CBD), marijuana (THC), illegal online gambling, or (h) attempting or authorizing the attempt of any of the foregoing.
7.1 The GrailPay Services may only be used for legitimate Transactions (each a “Transaction”) with Client Customers and Client Vendors. GrailPay is not responsible for the products or services Client publicizes, makes available, or sells, or that Client Customers and Client Vendors transact using the GrailPay Services. Client affirms that as between GrailPay and Client, Client is solely responsible for the nature and quality of the products or services provided on the Client Platform, and for delivery, support, refunds, returns, and for any other ancillary services available on the Client Platform, including to Client Customers and Client Vendors.
7.2 GrailPay provides GrailPay Services to You but we have no way of knowing if any particular purchase, order, or other transaction is accurate or complete, or typical for Your business. Client is responsible for knowing whether a Transaction initiated by Client Customer or Client Vendor is erroneous (such as a Client Customer purchasing one item or service when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If You are unsure if a Transaction is erroneous or suspicious, You agree to research the Transaction and, if necessary, contact the Client Customer or Client Vendor or both, as the case may be, before fulfilling or completing the Transaction. Client is solely responsible for any losses incurred by Client and the users of the Client Platform due to erroneous or fraudulent Transactions in connection with Your use of the Services.
7.3 Client shall promptly provide and make available to GrailPay any such additional information relating to any Client Customer or Order as is reasonably requested by GrailPay in order for GrailPay to perform the GrailPay Services set forth herein.
7.4 Each Client Customer and Client Vendor must agree to the GrailPay Customer Terms of Use which can be found here.
8.1 Client shall pay GrailPay Monthly Fees (“Monthly Fees”) in the amount referenced in GrailPay Order Form for GrailPay Services. Client shall pay one-time GrailPay Start Up Fee (“Start Up Fee”) in the amount $2000.00. All fees incurred in a calendar month will be charged on or after the 5th business day of the following month. All fees are non-refundable. You expressly authorize GrailPay to deduct the Monthly Fees, expenses, and any other agreed upon amounts from Your linked U.S. financial institution account(s) amounts owed under this Agreement. You are liable to GrailPay for all fees and expenses (including reasonable attorneys’ fees) that GrailPay incurs in collecting, or attempting to collect, Monthly Fees, Start Up Fees, expenses or amounts You owe to GrailPay. GrailPay may modify the Monthly Fees applicable to the GrailPay Services upon thirty (30) days’ notice to Client.
8.2 GrailPay is authorized to initiate ACH credit transaction entries to the GrailPay Client’s Account at Financial Institution Partner or as otherwise provided to GrailPay by Client in writing. Only in the event of an error, returns, or disputes, or as otherwise stated herein, is GrailPay authorized to initiate debit entry adjustments to the GrailPay Client Account to correct any error. Client hereby acknowledges that GrailPay’s origination of all ACH transactions to the GrailPay Client Account must comply with provisions of Applicable Law and in accordance with good industry practices. A GrailPay Transaction may take a maximum of six (6) business days to become available in the GrailPay Client Account after processing the Transaction. Once funds from the Transaction have been deposited into the GrailPay Client Account, Client may designate the frequency with which said funds are subsequently transferred to Client’s external deposit account.
8.3 It is Client’s responsibility to determine what, if any, taxes apply to Client’s use of the GrailPay Services, and it is Client’s responsibility to collect, report and remit the required tax to the appropriate tax authority. GrailPay is not responsible for determining whether taxes apply to Client’s use of the GrailPay Services or any transactions that may arise through the use of the GrailPay Services, or for collecting, reporting or remitting any taxes arising from any transaction with or by Client and Client Customer.
8.4 Client may be asked to provide GrailPay with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099k may be issued in Client’s name for the value of payments made. Notwithstanding anything else in this Agreement, Client shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Client is required to be so registered. Client has the sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of Your products and services, or payments You receive in connection with Your use of the Services; and (ii) assessing, collecting, reporting, and remitting taxes for Your business to the appropriate tax and revenue authorities.
8.5 Client is solely responsible for its and Client Customers’ and Client Vendors’ payment activity initiated using the GrailPay Services, including, without limitation, any fraudulent activity. GrailPay has no obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by Client or its end users may: (a) be reversed in accordance with GrailPay or its Financial Institution Partners’ risk management policies, (b) be reversed in accordance with Applicable Law, including without limitation, by ACH return as defined under the Nacha Operating Rules, (c) fail due to Client error, Client Vendor error, or Client Customer error, (d) fail due to the provision of inaccurate information by Client, Client Vendor, or Client Customer; or (e) be canceled or rejected by a Client Customer or Client Vendor or their financial institutions (each, a “Reversal”). Except for any Reversal made in error by GrailPay, Client is liable to GrailPay and its Financial Institution Partner for any and all losses caused by Reversals and any other Platform User account activity, whether or not authorized by Client or the Platform User, including unauthorized or erroneous activity initiated by Client or a Platform User, whether through misconduct, negligence, error, or otherwise. Client authorizes GrailPay and its Financial Institution Partner to recover any such amounts due to GrailPay and/or its Financial Institution Partner by debiting the available balance in its account. If the available balance in Client’s account is insufficient, Client authorizes GrailPay and its Financial Institution Partner to take any of the following actions to recover the remaining amounts from Client: (x) debit an alternate account provided by Client; (y) request immediate payment from Client, and, if payment is not received timely, engage in collection efforts; and (z) pursue any rights or remedies available under this Agreement for failure to pay amounts owed to GrailPay, including, without limitation, termination for non-payment.
Client shall be responsible for all customer service issues or inquiries in connection with any products or services sold by Client to Client Customer. GrailPay shall provide support to Client Customer in relation to Client Customer’s use of the GrailPay Services
10.1 Client and GrailPay agree that any information that GrailPay and its subcontractors collect from Platform Users regarding such Platform Users (“User Data”) through the Client Platform or through Client are and will be owned by, and all rights in and to such User Data shall reside with, GrailPay and, to the extent passed on to the Financial Institution Partner, also resides with the Financial Institution Partner.
10.2 GrailPay will only collect, access, use, store or disclose User Data for the provision of the GrailPay Services as specified under this Agreement and the GrailPay User Agreement. GrailPay will neither use (nor permit any third party to use) User Data for any purpose other than to provide the GrailPay Services. Notwithstanding the foregoing, Client understands and agrees that GrailPay may disclose the User Data in furtherance of, and in relation to, the Services, including to its shareholders, directors, officers, employees, agents, parent, subsidiaries, affiliates, and contractors (including the Financial Institution Partner) who have a need to know or access the User Data.
10.3 Client agrees and understands that it is responsible for the collection, usage, storage, and protection of any User Data it collects in conjunction with the GrailPay Services and that Client will comply with all applicable data protection and privacy laws. Client shall obtain Client Customer’s consent to use their data for the purposes of providing Client Services including GrailPay Services accessed through Client. Client agrees to display its privacy policy on its website and mobile application.
For the purpose of promoting Client on its website and other marketing opportunities, and for the duration of the Term, Client grants to GrailPay a royalty-free, non-exclusive, limited, revocable, non-transferable, non-sublicensable right and license to use and display the Client Content on its website and related promotional and marketing materials, and in the provision of the GrailPay Services. GrailPay will identify Client, as a client on the GrailPay website and other marketing materials, referencing Client as a GrailPay partner, and promoting GrailPay’s Services. As used herein, “Client Content” includes, without limitation, trademarks, logos, Client name, photographs (either provided by Client or on Client’s website), business information and Client product descriptions (either provided by Client or on Client’s website), and any other materials provided by Client to GrailPay.
Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (v) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services identified herein (collectively "GrailPay Intellectual Property Rights") are owned by GrailPay, and You agree to make no claim of interest in or ownership of any such GrailPay Intellectual Property Rights. You acknowledge that no title to GrailPay Intellectual Property Rights is transferred to you, and that You do not obtain any rights, express or implied, in the GrailPay Services, other than the rights expressly granted in this Agreement. To the extent that You create or in any way contribute to any work that is based upon one or more preexisting versions of the GrailPay Services or other associated work provided to You, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted (each a“ Derivative Work”) shall be owned by GrailPay and all existing and future copyright and other right, title and interest in and to each such Derivative Work, are assigned to, and shall automatically vest in, GrailPay. GrailPay shall have no obligation to grant You any right in any such Derivative Work. Client shall not disassemble, decompile, decrypt, extract, reverse engineer, prepare a Derivative Work based upon, distribute, or time share the Services or any components thereof, or otherwise apply any procedure or process to the Services or components thereof in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings or any algorithm, data, process, procedure or other information contained therein. Client shall not rent, sell, resell, lease, sublicense, loan or otherwise transfer the Services or components thereof.
Client and GrailPay, are independent businesses whose relationship is governed by this Agreement, and any related documents or policies as referenced herein. Nothing in the parties' agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between GrailPay and Client (or Client's employees, representatives or locations).
Client represents and warrants that it will only use the GrailPay Services for lawful and legitimate purposes and that it will at all times comply and conduct Your business in compliance with: (a) all applicable federal, state, and local laws, rules, regulations, and guidance, including, without limitation, those governing payment services, consumer protections, privacy, and data security (collectively, “Applicable Law”); (b) this Agreement; and (c) the GrailPay Customer Terms of Use.
GrailPay reserves the right to review, postpone, or cancel any purchase made via use of the GrailPay Services. If we or the Financial Institution Partner receives a claim or otherwise suspect that a purchase made through use of the Services is fraudulent or otherwise unauthorized, we and the Financial Institution Partner reserve the right to immediately cancel the transaction and recover any costs associated with the fraud.
16.1 “Confidential Information” means any type of information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement, regardless of the form of disclosure and which (a) is clearly marked as “confidential” or “proprietary” at the time of such disclosure, or (b) should, by its nature and the circumstances of disclosure, reasonably be understood to be confidential by Receiving Party, regardless of whether such disclosure is marked confidential or proprietary. Notwithstanding the foregoing, Confidential Information does not include information that is in Receiving Party’s possession at the time of disclosure, as substantiated in writing, was independently developed by the Receiving Party, or enters the public domain without breach of this Agreement.
16.2 Subject to the provisions of Section 10.2 above, the Receiving Party must maintain the confidentiality of Disclosing Party’s Confidential Information in a commercially reasonable manner and in a manner no less stringent than the measures it employs to protects its most confidential and proprietary information. Receiving Party must not use Disclosing Party’s Confidential Information for any purpose other than as necessary to perform Receiving Party’s obligations under this Agreement. Receiving Party may disclose Confidential Information that is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, or in response to an inquiry or request of any governmental or regulatory agency or self-regulatory organization, provided that, to the extent not prohibited, Receiving Party will notify Disclosing Party of such request as soon as practicable in order to afford Disclosing Party an opportunity to seek a protective order. Receiving Party’s obligation to maintain the confidentiality of Confidential Information will survive the termination or expiration of this Agreement for any reason.
EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY IT AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SERVICE PROVIDERS OR SUBCONTRACTORS LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. GRAILPAY’S SOLE AND COMPLETE LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR USE OF THE SERVICES IS LIMITED TO THE AMOUNT OF FEES RETAINED BY GRAILPAY HEREUNDER FOR THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, service providers, subcontractors, and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively “Losses”) to the extent arising out of any third party claim that the Indemnifying Party’s Services or Client Content infringe on any patent, copyright, trade secret, or other intellectual property right of any third party.
Each party is responsible for the security of all data in its possession or control and for its compliance with Applicable Law in connection with its data handling and management practices. Each party is responsible for maintaining commercially reasonable data security controls to protect and secure data from unauthorized use, access, or disclosure. You agree to provide GrailPay with any evidence to demonstrate Your compliance with this section upon request by GrailPay. You agree that GrailPay may terminate Your use of the GrailPay Services in its sole discretion if GrailPay determines that you or Your application pose an unacceptable security risk to GrailPay, or its users.
20.1 GrailPay grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, use, and integrate the GrailPay Services with the Client Platform in accordance with this Agreement (“API License”). This API License may be immediately revoked or terminated by GrailPay if you share Your API Credentials with any third party (other than third party service providers who need such information in order to perform services for You) or if You breach this Agreement for any reason.
20.2 GrailPay is the exclusive owner of and retains all right, title and interest to the GrailPay Services; including but not limited to GrailPay APIs and all modifications, enhancements, upgrades and updates thereto; and all intellectual property rights therein and thereto (collectively, the “GrailPay IP”). There are no implied licenses under this Agreement. Except as set out in this Agreement, Client will not acquire any rights in the foregoing and Client will not copy, transmit, transfer, modify or create derivative works, reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the GrailPay IP, nor permit or authorize any third party to do any of the foregoing.
21.1 In the event GrailPay receives written or verbal inquiries or complaints from a Platform User about a good or service transacted on the Client Platform using the GrailPay’s Services, GrailPay shall direct any such verbal inquiries or complaints directly to Client for resolution. If the Platform User is unable to resolve the inquiry or complaint with the Client directly within a reasonable time, then GrailPay may, but is under no obligation to, initiate a formal dispute (each, a "Client Dispute") consistent with the procedure set forth in Section 21.3. The initiation of a Client Dispute in no way alters the parties' rights and responsibilities under this Agreement.
21.2 In the event a Platform User experiences an issue relating to the fulfillment of the goods or services sold on the Client Platform through the GrailPay Service, Client shall direct any customer written or verbal inquiry, complaint or dispute about GrailPay’s Services to GrailPay (each, a "GrailPay Dispute") directly to GrailPay for resolution. Such disputes may or may not be handled by GrailPay in consistent with Section 21.3.
21.3 Upon receipt of information regarding a Client Dispute or GrailPay Dispute (each a “Dispute” and collectively “Disputes”), GrailPay will help facilitate a resolution of said Disputes through the following steps (a) any Dispute must be alleged in writing with GrailPay within sixty (60) days from the date the issue was first identified; (b) the claimant(s), shall have fifteen (15) days to provide evidence to substantiate the claim; (c) upon review of all evidence GrailPay will notify the relevant party of a decision with respect to a resolution of said Dispute within thirty (30) days.
21.4 Where allowable by law, in the event a GrailPay Dispute, claim, or controversy (collectively a “Claim”) between Client and GrailPay relating in any way to the GrailPay Services is not resolved through the process described in Section 21.3 said Claim, will be resolved by binding arbitration as discussed herein, and not through litigation in any court. It is agreed that any said Claim shall be referred to and administered by the American Arbitration Association for arbitration in accordance with its Consumer Arbitration Rules (“Arbitration Rules”) and arbitration shall be conducted by a single neutral arbitrator acting under the Arbitration Rules. Unless the Client and GrailPay otherwise agree, or unless the Arbitration Rules or law require otherwise, the arbitration shall be held at a location that is reasonably convenient for both parties. Unless otherwise provided for in the Arbitration Rules, the Parties shall equally share in the expense (fees, costs, etc.) associated with the arbitration of any Claim. The arbitrator’s decision shall be final, and binding and judgment may be entered thereon.
21.5 ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. THE PARTIES UNDERSTAND, ACCEPT, AND ACKNOWLEDGE ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS.
All notices to GrailPay must be sent by email to legal@grailpay.com.
This Agreement, along with GrailPay Terms, GrailPay Privacy Policy and any applicable terms and policies of GrailPay or of Our Financial Institution Partners, set forth the entire understanding between the Parties with respect to Your use of the GrailPay Services.
You may not transfer or assign any rights or obligations You have under this Agreement. GrailPay and Our Financial Institution Partner reserves the right to transfer or assign any rights or obligations under this Agreement at any time.
The following Sections, as well as any terms or Section that by their nature should survive, will survive the termination of this Agreement: 8, 17, 18, and 21.
Any failure of GrailPay or Our Financial Institution Partner to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any provision of this Agreement held to be invalid or unenforceable under applicable law shall be struck, and the remaining provisions will continue in full force and effect.
Each party agrees that the electronic signatures, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Each party further agrees that the individual delivering the electronic signature is authorized to do so, and has authority to bind the party for which it is executing the document to the terms and conditions of this Agreement. “Electronic Signature” means any electronic symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.
