User Agreement

Introduction

BEFORE YOU USE THE GRAILPAY SERVICES WHICH CONSIST OF ACH PAYMENT AND REWARDS,PLEASE READ THIS AGREEMENT CAREFULLY. THIS USER AGREEMENT (THE "AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND GRAILPAY HOLDINGS, INC. (“GRAILPAY”, “US”, “OUR” OR “WE”) BY ACCESSING, USING, DOWNLOADING OR INSTALLING THE GRAILPAY SERVICES YOU (“YOU”, “YOUR” OR "USER") ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT AND ANY RELATED DOCUMENTS, TERMS AND POLICIES REFERENCED HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT DO NOT USE THE GRAILPAY SERVICES.

SECTION 14 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT USER AND GRAILPAY MAY 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 14 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING ARBITRATION. CAREFULLY REVIEW SECTION 14 OF THIS AGREEMENT REGARDING THE DISPUTE RESOLUTION PROCESS.

PLEASE READ CAREFULLY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT, THE TERMS OF ANY POLICIES REFERRED TO HEREIN AND ANY OTHER AGREEMENT OR TERMS THAT MAY RELATE TO YOUR USE OF THE SERVICES.

Definitions

  • Financial Institution Partner means Sutton Bank
  • GrailPay Merchant means a client of GrailPay accepting payment for goods or services via the User’s GrailPay Account.
  • GrailPay Services refers to the payment processing and rewards program offered by GrailPay
  • GrailPay User Wallet refers to a closed loop wallet maintained by the Financial Institution Partner, through which User transmits funds from its Linked Account to a Merchant for goods or services. The funds in the GrailPay User Wallet belong to the GrailPay Merchant.
  • Linked Account refers to a User’s account with a bank or credit union that is linked to a GrailPay User Wallet.
  • Reward refers to a discount granted to User upon the occurrence of a certain event (for example, a first time Transaction)

Grailpay Agreement

Transaction means any duly authorized debit entry made by a User through its Linked Account and GrailPay User Wallet to a GrailPay Merchant, or credit entry made by a GrailPay Merchant to a User through a GrailPay User Wallet and Linked Account in accordance with the Nacha Operating Rules and Guidelines and any other applicable law.

1.GrailPay Services.

1.1This Agreement provides a general description of the GrailPay Services that allow You to make payments to merchants for goods or services. This Agreement may be revised or supplemented at any time, with notification sent by Us to You by text or email informing You of revisions to this Agreement on grailpay.com or any other website We maintain for purposes of providing the GrailPay Services. Changes to the Agreement are effective at the time we post them and continued use of the GrailPay Services constitutes acceptance of any changes or revisions to the Agreement.

1.2GrailPay offers the GrailPay Services to Users, and this Agreement explains our obligations to You, and Your obligations to Us in relation to the GrailPay Services. GrailPay Services consist of: (a) Authorization to pay a GrailPay Merchant by utilizing a pay by bank method for payment transactions from User to a GrailPay Merchant by providing information to the Financial Institution Partner through Automated Clearing House ("ACH") in accordance with all applicable laws, regulations; and (b) Provision of information from User to merchant to effect settlement of such transactions, and (c) the offer of Rewards from GrailPay.

1.3The GrailPay Services send Your payment instructions to GrailPay’s Financial Institution Partner. Our Financial Institution Partner provides ACH services through which the GrailPay User Wallet transmits payment to the GrailPay Merchant for its goods or services.

1.4Except as specifically set forth herein, the Financial Institution Partner is not responsible for the GrailPay Services or fulfillment of GrailPay’s obligations under this Agreement.

1.5GrailPay is not a merchant or seller of goods or services. GrailPay does not endorse, guarantee, or sponsor any of the GrailPay Merchants. We are not responsible for the provision of, or failure to provide any services or goods by any GrailPay Merchant or any other act or omission of any GrailPay Merchant. GrailPay has no way of knowing if any particular purchase, order, or other transaction is accurate or complete. Your relationship with a GrailPay Merchant is governed by the terms of the purchase from the GrailPay Merchant for the GrailPay Merchant goods or services.

2.GrailPay User Wallet

2.1In order to use the GrailPay Services You must be (a) a resident of the United States (b) at least 18 years old, and (c) have and maintain at least one bank account or credit union account at a state or federally-chartered financial institution in the United States (Your “Linked Account”).

2.2To use the GrailPay Services , You agree that You will provide GrailPay with your name (first and last), phone number, physical address, and email address. You acknowledge that you may also be required to provide Your date of birth, social security number, and any other information that allows GrailPay to identify and confirm your identification. The collection and use of the information You provide is subject to Our Privacy Policy, found here: grailpay.com/privacy-policy.

2.3When You use the GrailPay Services to transmit payment instructions, You authorize GrailPay to send such instructions to Our Financial Institution Partner, who you authorize to credit or debit Your Linked Account in accordance with Your instructions. You are solely responsible for complying with any terms set by Your bank or credit union with respect to Your Linked Account, including any fees (e.g., nonsufficient fund or overdraft fees).

2.4You are solely responsible for keeping confidential Your login information and password on the GrailPay User application that you use to access the GrailPay Services. You are responsible for all activity conducted through Your Linked Account and Your use of the GrailPay Services.

2.5You agree that You will only use the GrailPay Services for lawful and legitimate purposes, and You will at all times comply with all applicable federal, state, and local laws, rules, regulations, guidance, GrailPay terms and policies.

2.6You agree that You will provide GrailPay sufficient information to satisfy the requirements of the Nacha Operating Rules to create instructions to make or receive a payment in the ACH network (Including but not limited to your name, banking information, email and phone number). GrailPay has established cutoff times for receipt of payment instructions, and you understand that GrailPay cannot and does not guarantee any specific time in which ACH transactions initiated through Your use of the GrailPay Services will be completed. For questions regarding any specific transaction or its anticipated timing, please contact support@grailpay.com.

2.7You agree to keep the information provided to GrailPay current. You must promptly update GrailPay with any changes that may impact GrailPay’s ability to communicate effectively with You or provide You with GrailPay Services.

3.Prohibited Activities.

You shall not use the GrailPay Services to engage in illegal or fraudulent activities. GrailPay and its Financial Institution Partner reserve the right to suspend your access to the GrailPay Services or terminate this Agreement in the event that you are using the GrailPay Services to conduct any activity we determine to be high risk or to expose us or other GrailPay clients or customers to an unacceptable level of risk. If we learn or suspect that You are using the GrailPay Services for any illegal or fraudulent purpose, we may share Your information with any government or regulatory authority, financial institution, or law enforcement agency we deem necessary to fulfill our obligations to comply with applicable laws.

4.Termination.

This Agreement will continue in effect until terminated by either party in accordance with this Section (the “Term”). GrailPay may terminate this Agreement, at any time for any reason, with no liability, upon written notice to User, and the User’s ability to access the GrailPay Services shall cease.


User may terminate this Agreement by notifying GrailPay at support@grailpay.com. Once You have terminated the Agreement You will no longer have access to the GrailPay Services.

5.Unauthorized Transactions.

5.1If You believe that (i) the GrailPay Services have been used without Your authorization; (ii) a transaction has occurred that You did not authorize; (iii) a transaction has been processed incorrectly to or from Your Linked Account; or (iv) Your transaction history made available to You by the GrailPay Merchant contains an error (each, an “Error”), please contact Us at support@grailpay.com. You must notify us within sixty (60) days after an Error first appeared in Your transaction history. For the purposes of clarity, providing a third party access to GrailPay Services under your name or Linked Account, resulting in transactions You did not anticipate, does not constitute an Error.

5.2In order for GrailPay to effectively address an Error, You must provide GrailPay with (i) Your name and the name of the GrailPay Merchant who provides You with access to Your GrailPay Account, (ii) the nature of the suspected Error (iii) the basis the transaction is believed to be an Error, and (iv) the dollar amount of the Error.

5.3Within ten (10) days, after a report of an Error and providing all necessary and relevant information related thereto, GrailPay will determine whether an Error occurred. On occasion, more time may be needed for an investigation, and if that is the case, GrailPay may take up to forty-five (45) days to investigate. We will advise as to the results of Our investigation within three (3) business days after completing Our investigation. If we determine there was no Error, we will provide You a written explanation.

5.4GrailPay reserves the right to review, postpone, or cancel any Transaction made via the GrailPay Services. If we receive a claim or otherwise suspect that a purchase made through use of the GrailPay Services is fraudulent, we reserve the right to immediately cancel the transaction and recover any costs associated with the fraud.

6.Reversed; Failed Transactions

6.1You are responsible for and will be assessed all reversed or failed transactions, fees, claims, fines, penalties, and other liabilities incurred by GrailPay, Our Financial Institution Partner, or other GrailPay customers arising from Your use of the GrailPay Services, including any breach of this Agreement or any other applicable policy or terms. Without limiting the foregoing, You agree to reimburse GrailPay or Our Financial Institution Partner for any liability relating to a transaction that: (i) is reversed in accordance with GrailPay or its Financial Institution Partners’ risk management policies; (ii) is reversed in accordance with applicable laws, including without limitation, by ACH return (as that term is defined under the Nacha Rules), (iii) fails due to Your error; (iv) fails due to the provision of inaccurate information; or (v) is cancelled or rejected by You or the recipient or sender, or Your or their bank or credit union (each, a “Reversal”).

6.2In order to recover any monetary loss due to a Reversal, you authorize GrailPay to debit Your Linked Account for such amount. Additionally, at GrailPay’s option, GrailPay may suspend Your ability to access GrailPay Services, and GrailPay may engage in collection activities. For all other liabilities or if GrailPay determines, in Our sole discretion, that You have breached this Agreement or that Your use of the GrailPay Services presents a risk or other threat to GrailPay, GrailPay’s clients, or the GrailPay Platform, or if we are unable to verify Your identity, we may take any of the following actions (without limiting or foregoing any other remedies available to us under the law or this Agreement):

a.Suspending Your access to the GrailPay Services;

b.Contacting any GrailPay Merchants with whom You have interacted, Your bank or credit union, law enforcement, or other third parties impacted by Your activities to notify them of the concerning activity; and;

c.Take legal action against You as may be appropriate.

7.Electronic Communications.

7.1By using the GrailPay Services, You consent to receive all communications, including but not limited to updates to terms, disclosures, notices, statements, and related communications (collectively “Communications”) from GrailPay electronically. You confirm that You can access, receive and retain such Communications. GrailPay will provide certain Communications by posting them on grailpay.com, and others will be sent via email or text to You at the email address or mobile number You provided when initiating use of the GrailPay Services.

7.2A Communication to You will be deemed to have been received by You twenty-four hours after We have emailed, texted, or posted it to Our website.

7.3You may withdraw Your consent to receive Communications electronically by contacting us at support@grailpay.com. Because the nature of the GrailPay Services requires delivery of Communications electronically, Your access to GrailPay Services may cease upon receipt of notice of Your intent to withdraw such consent.

8.GrailPay Proprietary Rights.

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 or its licensors, 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 or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that You create or in any way contribute to any Derivative Work (any work that is based upon one or more preexisting versions of a 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) such 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. Except to the extent permitted by applicable law, You shall not disassemble, decompile, decrypt, extract, reverse engineer, prepare a Derivative Work, 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. User shall not rent, sell, resell, lease, sublicense, loan or otherwise transfer the Services or components thereof.

9.Compliance.

User represents and warrants that it will only use the GrailPay Services for lawful and legitimate purposes. You agree that Your use of the GrailPay Services will at all times comply 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 Terms.

10.Limitation of Liability.

IN NO EVENT SHALL GRAILPAY, OUR FINANCIAL INSTITUTION PARTNER, AND EACH RESPECTIVE AFFILIATE, EMPLOYEE, OFFICER, DIRECTOR, AGENT, SERVICE PROVIDER OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (A) THIS AGREEMENT; (B) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE GRAILPAY SERVICES, OR (C) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE GRAILPAY SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF GRAILPAY AND FINANCIAL PARTNER HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL GRAILPAY OR OUR FINANCIAL INSTITUTION PARTNER’S LIABILITY AND THE LIABILITY OF OUR AND ITS RESPECTIVE AFFILIATE, EMPLOYEE, OFFICER, DIRECTOR, AGENT, SERVICE PROVIDER OR SUPPLIER EXCEED THE FEES GRAILPAY HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE GRAILPAY SERVICES. GRAILPAY AND OUR FINANCIAL INSTITUTION PARTNER SHALL NOT BE JOINTLY LIABLE FOR ANY MATTERS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

11.Indemnity.

You agree to defend, indemnify and hold harmless GrailPay, Our Financial Institution Partner, and Our and their respective affiliates, employees, officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) Your violation of this Agreement, or any other applicable GrailPay terms or policies or those of Our Financial Institution Partners; (b) Your use of the GrailPay Services; (c) Your negligence or willful misconduct; and/or (d) Your actual or alleged violation of any third party rights, or any applicable laws, regulations or rules.

12.No Warranty.

THE GRAILPAY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE GRAILPAY SERVICES IS AT YOUR OWN RISK. GRAILPAY, OUR FINANCIAL INSTITUTION PARTNER, AND OUR AND THEIR RESPECTIVE AFFILIATE, EMPLOYEE, OFFICER, DIRECTOR, AGENT, SERVICE PROVIDER OR SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER GRAILPAY NOR OUR FINANCIAL INSTITUTION PARTNER HAS CONTROL OF, OR LIABILITY FOR, ANY ACTS OR OMISSIONS OF OR SERVICES OR GOODS OFFERED BY MERCHANTS. NEITHER GRAILPAY NOR OUR FINANCIAL INSTITUTION PARTNER REPRESENTS OR WARRANTS THAT THE GRAILPAY SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRAILPAY WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER GRAILPAY NOR OUR FINANCIAL INSTITUTION PARTNER SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

13.Governing Law.

You agree that the laws of the State of Florida without regard to principles of conflict of laws, govern this Agreement and any claim or dispute that has arisen or may arise between the Parties.

14.Dispute Resolution.

14.1In the event GrailPay receives written or verbal inquiries or complaints from You about a good or service purchased from Merchant using the GrailPay’s Services, GrailPay shall direct any such verbal inquiries or complaints about a good or service purchased from Merchant directly to Merchant for resolution. If You are unable to resolve their inquiry or complaint with the Merchant directly within a reasonable time, then GrailPay may, but is under no obligation to, initiate a formal dispute (each, a "Merchant Dispute") consistent with the procedure set forth in Section 14.3. The initiation of a Merchant Dispute in no way alters the parties' rights and responsibilities under this Agreement.

14.2In the event You experience an issue relating to the fulfillment of the goods or services provided by Merchant as purchased through the GrailPay Service, Merchant 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 shall be handled by GrailPay consistent with the terms of Section 14.3.

14.3Upon receipt of information regarding a Merchant 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) You, and if applicable, Merchant, shall have fifteen (15) days to provide evidence to substantiate the claim; (c) upon review of all evidence GrailPay will notify You of a decision with respect to a resolution of said Dispute within thirty (30) days.

14.4Where allowable by law, in the event a GrailPay Dispute, claim, or controversy (collectively a “Claim”) between You and GrailPay relating in any way to the GrailPay Services is not resolved through the process described in Section 14.3 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”). The arbitration shall be conducted by a single neutral arbitrator acting under the Arbitration Rules. Unless the Parties otherwise agree, or unless the Arbitration Rules or law require otherwise, the arbitration shall be held in in your state of residence 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 dispute. The arbitrator’s decision shall be final, and binding and judgment may be entered thereon.

14.5ARBITRATION 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.

15.Class Waiver, Waiver of Trial by Jury.

To the fullest extent permitted by law, the You and GrailPay agree that no class actions or similar process, and no joinder or consolidation of any Claim with a Claim of any other person or entity, shall be allowed. In arbitration, the arbitrator shall have no authority to entertain any Claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court in Sarasota, Florida, rather than by an arbitrator; and to the extent it is determined that resolution of a Claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. In the event that any dispute proceeds in court, each party irrevocably waives any right to trial by jury in any proceeding with regard to any Claim.

16.Notices.

All notices to GrailPay must be sent by email to legal@grailpay.com.

17.Entire Agreement.

This Agreement, along with GrailPay Terms, GrailPay Privacy Policy and any applicable terms and policies of GrailPay or Our Financial Institution Partners, set forth the entire understanding between the Parties with respect to Your use of the GrailPay Services.

18.Assignment.

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.

19.Survival.

The following Sections, as well as any terms by their nature should survive, will survive the termination of this Agreement.

20.No Waiver.

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.

GrailPay
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