Last Modified: August 20, 2021
This agreement remains in full force and effect while you use the Platform. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
The Platform is intended only for access and use by individuals at least eighteen (18) years old. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Platform.
The Platform is not intended for access and use by Users attempting to access the Platform from the following countries: (i) Belarus, (ii) Bosnia And Herzegovina, (iii) Burundi, (iv) Central African Republic, (v) The Democratic Republic of The Congo, (vi) Cuba, (vii) Islamic Republic of Iran, (viii) Iraq, (ix) Democratic People’s Republic of Korea, (x) Kosovo, (xi) Lebanon, (xii) Libyan Aram Jamahiriya, (xiii) Macedonia, (xiv) Nicaragua, (xv) Russian Federation, (xvi) Somalia, (xvii) South Sudan, (xviii) Sudan, (xiv) Syrian Arab Republic, (xx) Ukraine, (xxi) Venezuela, (xxii) Yemen, and (xxiii) Zimbabwe. If you are attempting to access and use the Platform from the countries outlined in the previous sentence, you understand and acknowledge that the Platform will be unavailable to you so long as you attempt to access and use the Platform from those countries.
We may revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. Your continued use of the Platform or our Services following the posting of revised Terms means you accept and agree to the changes.
The Platform is a service that leverages the Celo Network to enable instant, global business-to-business invoicing and payments. Users will be able to send, receive, pay, and manage invoices through the Platform (both in CELO and cUSD). Users are able to access more information on the Platform (including but not limited to an overview of the services available on the Platform, how to send, receive, and pay invoices, and how to generally navigate the Platform) here .
User Transactions; User Access & Information
Paysail does not set transaction limits for User with respect to any invoice sent, received, paid, and/or managed through the Platform, however, any such transaction limits may be imposed by the Celo Network and User of the Platform shall be bound by any such restrictions. Users are able to access more general information about Celo transactions here .
You understand and acknowledge that you are responsible for any User Transaction you transact through the Platform, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. In addition, you are responsible for ensuring that your Paysail wallet has an adequate balance to complete User Transactions including additional associated gas fees before initiating such transactions (as Paysail shall have no liability for any failed transactions due to insufficient funds and/or gas associated with your wallet). Further, you are fully responsible for any and all activities that occur with your use of Paysail’s services and the Platform and you accept that any transaction, transfer, or contract which you may enter into with any other user of the Platform or third party shall be a private arrangement between you and that person/entity. You understand and agree that Paysail shall have no responsibility for verifying the identity of persons/entities to whom you may transfer any such digital assets through User Transactions (including but not limited to CELO and cUSD) using the Platform. Paysail will not be liable for any loss or damage arising from your failure to comply with these Terms. Further, Paysail is not responsible, or liable to any third party, for the content or accuracy of any User Transaction initiated or completed by you or any other user of the Platform.
Equipment and Setup
Users are able to access the Platform from their laptop, desktop, mobile telephone, and/or tablet. Prior to accessing the Platform, Users should ensure that their laptop or desktop computer has installed the latest version of Internet Explorer, Google Chrome, Firefox, Edge, and/or Safari and that their mobile phone and/or tablet is running the most recent software. Users should also ensure that their laptop or desktop computer has installed Windows 10 OS or Mac OS – High Sierra or higher.
Equipment and Setup
Paysail reserves the right to withdraw or amend the Platform, and any service or material it provides on the Platform, in Paysail’s sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users and/or non-registered users.
You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account (including all User Transactions). You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using or accessing your account, with or without your knowledge, including but not limited to any such loss of digital assets such as CELO and/or cUSD. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your personal information. Further, when using the Platform, you are strongly encouraged to take all of the necessary precautions in order to avoid loss of access to and/or control over your Paysail wallet. Users may also access their wallet information (including their private key) at any time by submitting the email address associated with the User’s Paysail account through this link . Paysail has no control over the Celo network and does not have the ability to facilitate any cancellation, modification request, or refunds for User Transactions.
Changes to the Platform
We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
Users on the Platform during its Beta Phase will be charged ten dollars ($10) per month in cUSD for the use of the Paysail services and Platform. Such Users will be invoiced on the Paysail Platform with payments accepted in cUSD. Should Paysail add more stablecoins to the Platform, User will be able to make payments with such stablecoins (as applicable). The amount due in cUSD will be determined by the exchange rate on the day the invoice is generated and sent. Paysail may add additional features to allow Users to pay invoices in other virtual currencies
If Users on the Platform during its Beta Phase are unsatisfied with Paysail’s services within the first month of their use of the Platform, Paysail offers a full money-back guarantee and will refund all their payments to Paysail for the use of the Platform. All such requests for refunds must be received by Paysail within seven (7) days after the close of the first full month of such User’s use of the Platform. Paysail shall be under no obligation to offer any refund to Users on the Platform during its Beta Phase if a request for a refund is received any time after the seven (7) days described in the previous sentence.
User may also be assessed transaction fees associated with transactions on the Celo network. These fees are assessed and required by the Celo network, and Paysail does not set or have any control over these fees. Any transaction fees shall be the sole responsibility of User and shall have no bearing on the fees charged by Paysail for the Platform.
Paysail reserves the right to modify its fee structure at any time and without advanced notice. Temporary or permanent modifications are effective as soon as they are published on the Platform and are applicable to all subsequent transactions. In the case of temporary modifications, the duration of the changes will be clearly indicated on the Platform.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to Platform (collectively “Feedback”), you agree we may use the Feedback to: (a) improve our Platform and (b) promote the Platform, and that you will not be due any compensation for your Feedback that is used in these ways. To the extent that we have your name, likeness, or voice, this will be part of the Feedback and you agree that we may use your name, likeness and voice in the same manner that we can use other Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Platform or through any other method of communication with us (including but not limited to email, Slack, orally, and/or text message), unless we have entered into a separate agreement with you that provides otherwise.
Intellectual Property Rights
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by Paysail, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as it is created and owned by you.
- You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
- No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company.
The Company name and logo, and all related names, logos, product and service names, designs, and slogans are the property of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.
Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Platform, you may request removal of those materials from the Platform by submitting written notification to our Copyright Agent at email@example.com or firstname.lastname@example.org . In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your name.
- The name and description of the work that is being infringed.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To pay for, support, or otherwise engage in any illegal activities, including but not limited to illegal gambling, child labor, fraud, human trafficking, money laundering, or terrorist activities, and you further agree not induce any such third party to engage in the any of the aforementioned activities.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user (including but not limited to using another User’s Paysail wallet without authorization), or any other person or entity.
- In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity (including but not limited to illegal gambling, child labor, fraud, human trafficking, money laundering, or terrorist activities), and you further agree not induce any such third party to engage in the any of the aforementioned activities.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend the Company or users of the Platform or expose them to liability.
Additionally, you agree not to:
- Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
- Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
- Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Platform.
- Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
- Take any action that may damage or falsify the Company or Platform rating.
- Otherwise attempt to interfere with the proper working of the Platform.
Monitoring and Enforcement; Termination
We have the right to:
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material or transactions before they are posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been published through the Platform. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Reliance on Information on the Platform
We do not warrant the accuracy, completeness, or usefulness of any information on the Platform (including User Transactions). Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.
The Platform may include content provided by third parties, including materials provided by other users and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Links from the Platform
If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Users Outside the U.S.
The Platform is controlled and operated from the United States and is subject to its laws. If you choose to access the Platform outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.
Disclaimer of Warranties
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. PAYSAIL HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You are aware and understand that the activities and use of the Platform involve transactions, including but not limited to transactions associated with digital assets such as CELO and cUSD, which are a new asset class and such transactions present a risk of financial loss. Further you are aware and understand that CELO and cUSD have a fixed supply and variable value, and such assets may be subject to the same volatility and risks associated with the backing assets. You agree and understand that any transactions involving CELO and/or cUSD (or any additional virtual currencies) are at your own risk and Paysail shall not be liable for any financial loss suffered or incurred by you.
Further, User is aware and understands that the Paysail services are currently not regulated by any financial authority and any digital assets that may be stored, exchanged, and transferred using the Paysail services on the Platform are not covered or underwritten by any issuer, insurer, government, or central authority. Such digital assets (including CELO or cUSD) may be ascribed value by third parties, and Paysail makes no representations or warranties about any valuation ascribed to such assets, which depend entirely on the opinions of third parties. Paysail shall have no liability for any fluctuations in the value of the assets. Paysail shall not be obligated to repurchase any assets held in the Paysail wallet nor to redeem such assets for cash. Paysail does not offer Users any returns or profits in connection with or arising from such assets.
Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Waiver and Severability
Your Comments and Concerns
The Platform is operated by Paysail Inc., 548 Market St PMB 58556, San Francisco, CA, 94104.