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Terms of Use

The following Terms of Use are entered into by and between You and YouPay Pty Ltd, YouPay Inc and YouP Ltd (“Company,” “we,” or “us”).

Last Updated: December 15, 2025

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of youpay.co, youpay.ai, youpay.me and sub-domains (the “Site”), our mobile application (the “YouPay App”), and our related services (together with the Site and the YouPay App, the “Services”), which are owned and operated by the YouPay group of companies, including YouPay Inc, a company incorporated under the laws of Delaware, USA with its registered address at 2810 North Church Street PMB 30021 Wilmington, DE, 19802 US, YouPay Pty Ltd, a company incorporated under the laws of Queensland, Australia with its registered address at 15b, 10 Old Chatswood Road, Springwood QLD 4130, Australia and YouP Ltd, a company incorporated under the laws of Cyprus, with its registered address at Lordou Vyronos 36, Nicosia Tower Center, 7th Floor, Office 704, Agioi Omologites, 1096 Nicosia, Cyprus, whether as a guest or a Registered User.

Please read the Terms carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. By agreeing to the Terms, you also agree to the relevant terms and conditions of any third-party merchant (“Merchant”) who is providing you with goods or services. If you do not want to agree to these Terms, including the agreements incorporated by reference herein, you must not access or use the Services.

By accessing our website, you are agreeing to be bound by these terms of service, and agree that you are responsible for compliance with any applicable local laws.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND YOUPAY CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 20). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

Our Services

YouPay is a gifting platform for online content creators. We allow fans to buy gifts for creators in an enjoyable and privacy-friendly way. Our Users

To summarize:

  • a creator is a user who has set up an account on the Site to create a wish list of items for their fans to purchase as gifts;
  • a gifter is a user who purchases an item for a creator from the creator’s wish list through the Site;
  • a gift is any good or item purchased for a creator through the Services.
  1. MODIFICATION OF TERMS

    We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by updating the “Last Updated” date at the beginning of these Terms. By continuing to use the Services at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. You should review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Terms, you may not access or use the Services.

  2. USE OF THE SERVICES; ACCOUNT SET-UP AND SECURITY
    1. Eligible Users. The Services are offered and available to users who are 18 years of age or older. To use YouPay and access any Content, you must meet the following requirements: (1) be 18 years of age (or the equivalent minimum age in your home country) or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in a country where the Service is available. You also confirm that any registration information that you submit to YouPay is true, accurate, and complete, and you agree to keep it that way at all times. If you do not meet the minimum age requirements, YouPay will be unable to register you as a user.

      As a creator, you must register with YouPay and create an account to use the Services (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, full address, phone number and email address. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by YouPay for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact YouPay immediately.

      The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services. Your Account is not transferable to any other person or account.

      If YouPay determines that an Account username impersonates someone else without their express permission or infringes someone’s intellectual property, then YouPay may terminate or suspend such Account and/or require an updated username.

      As a gifter, when you purchase a gift, you will be required to provide certain information, including without limitation your name, full address, phone number, email address and credit card information. By using the Services, you agree to provide true, accurate, current and complete information as required to complete the purchase.

    2. Account. In order to use certain features of the Services, you will need to register for an Account. By registering for an Account, you (a “Registered User”) agree to provide accurate, current, and complete Account information and to maintain and promptly update your Account information as necessary.
    3. Authority. By creating an Account, you represent and warrant that you have all requisite capacity, power, and authority to enter into and perform your obligations under these Terms.
    4. Account Usage. Users must not share their YouPay account credentials with anybody else. A YouPay account can only be managed and accessed by the individual who created the account. In the event that YouPay identifies an account that is accessed by anyone other that the individual that created the account, the account will be suspended immediately and all payments outstanding will be stopped pending review by YouPay. Should the account be deemed to be operating outside of YouPay’s terms the account will be closed and any outstanding payments will be refunded to the gifter
    5. Account Security. You are responsible for the security of your Account. You accept all risks of unauthorized access to your Account and the information you provide. You agree to immediately notify us if you discover or otherwise suspect any breaches of security related to your Account or the Services, including unauthorized use of your password.
    6. Additional Information. We may require you to provide additional information and documents at the request of any competent authority or our third-party payment service provider (“PSP”) and/or in order to help us comply with applicable law, regulation, or policy.
  3. PRIVACY POLICY

    Please refer to our Privacy Policy for information about how we collect, use, and share your personal information. By submitting your personal information through the Services, you expressly consent to the collection, use, and disclosure of personal information in accordance with the Privacy Policy.

  4. CONTENT

    The contents on the Services (“Content”) are for general information purposes only. Any use of our Materials or information by another person or organization is at the user’s own risk. Further, the Company does not warrant or make any representations as to the expected results or outcomes of users of Content or the Service generally.

    The Company and its employees, related parties, directors, officers, agents, volunteers, contractors, and subcontractors will not accept any liability, including for any loss or damage, resulting from the reliance on the Content or for its accuracy, currency, and completeness.

    You agree to be solely responsible for the interpretation and use of any Content that you receive, communicate, or otherwise provide over or while using the Services.

    1. User Generated Content. “User Generated Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Services and Users. For clarification, “User Generated Content” includes but is not limited to a creator’s wishlist. You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable.

      You hereby represent and warrant to YouPay that your User Generated Content:

      1. will not include any of the following items (“Prohibited Items”): Alcohol; Tobacco; Illegal substances; Items containing THC; Firearms; and Live animals.
      2. will not be false, inaccurate, incomplete, or misleading;
      3. will not infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity, personality, or privacy;
      4. will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam, or privacy);
      5. will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing;
      6. will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors;
      7. will not be violent or excessively gory;
      8. will not contain hate speech, intimidation, or abuse of any kind targeting any individual, group, or institution;
      9. will not be purposefully designed to harm in any way, including financial harm with tactics such as chargebacks, fraudulent disputes, or fraudulent activity;
      10. will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
      11. will not represent you being employed or directly engaged by or affiliated with YouPay or purport you to act as a representative or agent of YouPay;
      12. will not create liability for YouPay or cause YouPay to lose (in whole or in part) the services of its ISPs or other suppliers;
      13. will not promote, glorify, or provide instructions for any form of illegal activity or harm;
      14. will not contain explicit or graphic descriptions or accounts of sexual acts, even if they are consensual and legal for adults;
      15. will not depict, promote or endorse exploitation, abuse, or harm of any group or individual based on age, gender, race, ethnicity, nationality, religion, sexual orientation, or disability;
      16. will not contain materials that encourage, promote, or glorify drug use or substance abuse;
      17. will not showcase or glorify any form of self-harm or harm to others, including but not limited to suicide, self-mutilation, or acts of violence;
      18. will not engage in the unauthorized sharing or dissemination of another individual’s personal information, photos, or videos without their explicit consent;
      19. will not contain, promote or share links to any services, platforms, or websites that host, distribute, or promote illegal or inappropriate content, including child exploitation materials, non-consensual pornography, or any form of human trafficking;
      20. will not contain anything prohibited by any Payment Service Provider (“PSP”) engaged by YouPay from time to time, including but not limited to the PSP’s acceptable use policies, prohibited business lists, and risk guidelines; and
      21. will at all times comply with the terms of service, acceptable use policies, and any other contractual requirements imposed by such PSPs, as updated from time to time.
      22. any other activity that YouPay may deem, in its sole discretion, to be unacceptable.

      You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that YouPay is not involved in the creation or development of User Generated Content and disclaims any responsibility for User Generated Content.

      By making available any User Generated Content through the Services, you hereby grant to YouPay a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the Services. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content.

  5. CUSTOMER USE

    You agree to use the Services, including all features and functionalities, in accordance with all applicable laws, rules, and regulations, or other restrictions on the use of the Service or Content contained on the Service. You agree not to archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly set out in these Terms) our Content.

  6. SPONSORSHIPS AND DONATIONS

    All payments made are non-refundable gift donations. They are not made in exchange for any goods, services, or benefits. You are donating out of goodwill to the recipient whose wishlist page you are contributing to. No user should expect any services or products in return for making a gift donation. You are expected to do your own research on the recipient of the gift donation before sending them any gift donations through YouPay. YouPay is not responsible for verifying the identity or authenticity of the wishlist page owners. All donations are at your own risk. All payments made are non-refundable, and by making a payment, you accept this risk.

    Furthermore, by accessing the site and completing a payment for wishlist items that are indicated as a “Cash Gift”, you fully understand and acknowledge that YouPay, through a third-party payout provider, will be sending the funds minus any Gifting Fees for the product directly to the User, and it is the User’s sole discretion as to what they will do with those funds. You acknowledge that you are sponsoring a product to be purchased from a User’s wishlist, and that it is up to the User to determine what they will do with the funds you provided to them with a specific donative intent.

    When you make a donation through the Services, it is your responsibility to understand how your money will be used. YouPay is not responsible for, nor do we condone or affirm, any offers, promises, rewards, or promotions made or offered by Users. Any offers, promises, or rewards made by Users in connection to gift donations are expressly prohibited by YouPay and will result in account deactivation. We do not and cannot verify all of the information that Users may supply, nor do we represent or guarantee that gift donations will be used in accordance with the purpose prescribed by a User or in accordance with applicable laws.

    For Cash Gifts, YouPay engages independent, licensed thirdparty payout providers (“Payout Providers”) to facilitate and execute the transfer of funds to Users. The Payout Providers are solely responsible for processing, transmitting, and delivering Cash Gift funds to Users. YouPay does not process, hold, or transmit any Cash Gift funds and plays no role in the actual payout of those funds. Users are responsible for reviewing and accepting the terms of service of the Payout Providers.

    1. Billing, Payment, Fees, Taxes and Payout

      Payment and any other expenses must be paid through the third party payment service provider (the “PSP”) as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms, you agree that you have reviewed and agreed to the PSP Services Agreement. YouPay is not a party to the PSP Services Agreement and has no obligations, responsibility or liability under it.

      All prices and fees displayed on the Services are exclusive of applicable Taxes. Any applicable Taxes are based on the rates applicable to the billing address you provide to us.

      Each creator shall have sole responsibility and liability for all reporting and payment of any Taxes applicable to the receipt of gifts. You warrant that you will at all times comply with all laws and regulations relating to Taxes. If any Tax non-compliance occurs in relation to you, you agree to notify us by email within seven days. We collect tax identification information and report this to tax authorities as legally required.

      As a recipient of a gift, you shall have sole responsibility for any customs, import duties or other related charges for international delivery.

  7. COMMUNICATIONS

    By using the Services, you consent to receive electronic communications from us (e.g. via email, posting notices to the Services, via app notifications and SMS). These communications may include notices about your Account and are part of your existing relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications. You may opt-out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

    By providing your mobile phone number and using the Services, you hereby affirmatively consent to YouPay’s use of your mobile phone number for calls and recurring texts in order to perform and improve upon the Services, facilitate transactions, and provide information and reminders. You may opt-out of receiving texts by modifying your Account settings, texting “STOP” in response, or emailing us. You may opt-out of receiving calls by stating so during any call or by emailing us.

  8. LIMITED LICENSE

    You are hereby granted a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, “as-is” license to access and use the Services and related content for your own personal, non-commercial use; provided, however, that such license is subject to the Terms and does not include any right to

    1. sell, resell, or use commercially the Services;
    2. distribute, publicly perform, or publicly display any content;
    3. modify or otherwise make any derivative uses of the Services, or any portion thereof;
    4. use any data mining, robots, or similar data gathering or extraction methods;
    5. download (other than page caching) any portion of the Services, except as expressly permitted by us; and
    6. use the Services other than for their intended purposes. This license is subject to your compliance with Section 10 below.
  9. EXTERNAL SITES

    The Services may include hyperlinks to other websites, including those of our Merchants, or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for their availability, accuracy, content, advertising, products, or services, and that we do not endorse any advertising, products, or other materials on or made available from or through any External Sites.

    Furthermore, you acknowledge and agree that we are not liable for any loss or damage that may be incurred as a result of the availability or unavailability of the External Sites or as a result of any reliance placed by you upon the completeness, accuracy, or existence of any advertising, products, or other materials on or made available from any External Sites. Further, you acknowledge and agree that YouPay has no obligation to monitor, review, or remove links to External Sites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

    The use of any website controlled, owned, or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. YouPay expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold YouPay harmless from any liability that may result from the use of links that may appear on the Services.

  10. PROHIBITED USES AND PROHIBITED ACTIVITY

    You may not attempt or cause to attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services, by hacking, password “cracking,” or any other illegitimate means. You may not breach or cause to breach the security or authentication measures on the Services or any other systems or networks connected to the Services, or otherwise attempt to interfere with the proper functioning of the Services. You will not falsify your identity or impersonate another person engage in conduct that limits the use and enjoyment of the Services, or any part thereof, by other users in any way, in each case as determined by us in our sole and absolute discretion.

    In addition, you agree not to and will not assist another to:

    1. reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of, extract information from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, in whole or in part, except as expressly permitted by us;
    2. upload, post, or store any materials or images that directly or indirectly contain viruses, inappropriate or illegal material, nudity, corrupted files, or any other similar harmful mechanism;
    3. link to, mirror, or frame any portion of the Services without our prior express written permission;
    4. scrape, index, survey, or data mine any portion of the Services or unduly burden or hinder the operation of the Services; or
    5. remove any notice of the proprietary rights of our licensors and us from any portion of the Services or printed version thereof.

    Users of YouPay agree not to use the Services in any manner contrary to our list of Prohibited Activities and acknowledge that this list is not exhaustive, and at any time, YouPay, at its sole discretion, may require a User to update their account or face deactivation.

    It is prohibited for Users to collect or send funds with the implicit or explicit purpose of facilitating potential illegal or prohibited activities. Such activities may include any exchange of goods or services between the Users. YouPay only allows the sending of gift donations to our Users with donative intent and complete knowledge that nothing may be requested or expected by the User.

    The Services must not be used to share or distribute materials of an obscene nature, such as images depicting nudity or direct sexual acts. YouPay disallows the proposition, sale, collection, or acceptance of funds related to illegal adult content or services that have a sexual implication, like prostitution.

    By accessing the Services, Users acknowledge they won’t utilise the Services to trade any goods or services or gain access to such in return for gift contributions made by Users. Users accept and concur that, if they use YouPay to transact gift funds for goods or services, YouPay has the exclusive right to deactivate their account promptly.

    Through the utilisation of the Services, Users clearly understand and agree they have no entitlement or expectation to receive any service or item from other Users in compensation for gift donations. When gifting to a User, Users consent that their action is a deliberate choice, intending to make a gift to the YouPay User, with no expectation of any return, be it a service or a product. In engaging with the site, Users consent to relinquish any anticipations of services or products linked to their gift contributions, as such exchanges are firmly opposed by YouPay.

    YouPay reserves the right to review the use of the Platform, close a User’s account, or remove any Gift or User account if a determination is made that use of the Services violates the Terms.

  11. PAYMENT, DISPUTES, FEES, TAXES, and PAYOUT

    As a User, payments and any other expenses must be paid through the “PSP” as indicated on the Services (which may include but is not limited to Stripe, Inc., Borderless and their affiliates). You may be required to register with the PSP, agree to the terms of service of the PSP, provide your payment details to the PSP, and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that YouPay is not a party to the PSP Services Agreement and that you, the PSP, and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement, and that YouPay has no obligations, responsibility, or liability to any user or any other party under the PSP Services Agreement.

    1. Returns, Cancellations, and Refunds: All Users understand and agree that purchases and fees associated with their account are final and nonrefundable. We reserve the right to address any refund request at our sole discretion.
    2. Disputes & Chargebacks: YouPay utilizes certain software, fraud detection tools, and algorithms to minimize fraud risk and disputes and to protect our users. Occasionally, a chargeback request may be received by us for a payment made to a User. In all instances, we will aim to resolve the situation with the Users. If the chargeback is due to actual fraud and we are unable to recover the funds, YouPay reserves the right to debit the User some or all of the amount of the dispute or deduct these funds from future gifts to offset the fraudulent amount.
    3. Fees: YouPay may charge a Gifting fee in addition to the price of the gift set by the User.
    4. Tax Compliance: With respect to any Taxes applicable to the receipt of gifts, each User shall have sole responsibility and liability for all reporting and payment of such Taxes. As a YouPay User, you warrant that you will at all times comply with all laws and regulations relating to Taxes applicable to your use of the Services. If, at any point while you have a YouPay account, any Tax non-compliance occurs in relation to you (including a failure by you to report earnings or the imposition of any penalty or interest relating to Tax) or if any litigation, inquiry, or investigation is commenced against you that is in connection with, or that may lead to, any occurrence of Tax noncompliance, you agree that you will notify us by email at [email protected] within seven days of the occurrence of the non-compliance or the commencement of the litigation, inquiry, or investigation (as applicable). YouPay is not responsible for advising you on your Taxes and will not be liable for any nonpayment of Taxes by YouPay Users.
    5. Payment Processing: By using the site, you acknowledge that YouPay uses a third-party payment processor. You acknowledge that to receive the funds for the items purchased off of your wishlist, you must set up your bank details with our third-party payment processor. Our third-party payment processor handles all transactions and is responsible for sending the funds to you upon processing completion. We utilize various third-party payment processors and gateways, and we reserve the right to contract with additional third-party payment processors and gateways in our sole discretion to process any and all payments associated with the Site and/or Services. Such third parties may impose additional terms and conditions governing payment processing. You are responsible for abiding by such terms. We further disclaim any liability associated with your violation of such terms.
  12. TERMINATION
    1. You Terminate. You may terminate these Terms at any time by cancelling your Account and discontinuing your access to and use of the Services. If you use the Services after cancelling your Account, you will be deemed to have agreed to the Services.
    2. We Terminate. You agree that we, in our sole discretion, and for any or no reason, may terminate these Terms and suspend and/or terminate your Account(s) on the Services without prior notice. You agree that any suspension or termination of your access to the Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
    3. Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Uses), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
    4. Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Services or that is related to your Account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
  13. INTERNATIONAL ISSUES.

    We operate the Services from Australia.

  14. DISCLAIMERS

    The services, content contained therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. We (and our suppliers) make no warranty that the services:

    1. Will meet your requirements;
    2. Will be available on an uninterrupted, timely, secure, or error-free basis; or
    3. Will be accurate, reliable, complete, legal, or safe. We disclaim all other

    Warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement as to the services or any content contained therein. We do not represent or warrant that content on the services is accurate, complete, reliable, current, or error-free. We will not be liable for any loss of any kind from any action taken or taken in reliance on material or information, contained on the services. While we attempt to make your access to and use of the services and content safe, we cannot and do not represent or warrant that the content on our services or our servers are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information and dealing online over the internet and will not hold us responsible for any breach of security unless it is due to our gross negligence.

  15. LIMITATION OF LIABILITY

    To the fullest extent permitted by law, in no event will we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from these terms, the services, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if we have been advised of the possibility of such damages. Access to, and use of, the services is undertaken by you at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom.

    Notwithstanding anything to the contrary contained herein, in no event shall our maximum aggregate liability arising out of or in any way related to these terms, your access to and use of the services, content (including your content) exceed the greater of

    1. $100 or
    2. The amount paid to us by you for the services that is the subject of the claim.

    The company is not liable for any actions or activities the merchant does or undertakes in respect to its own privacy policy or any relevant law. The company is not liable for any actions or activities of the merchant that contravene that merchant’s own privacy policies or relevant law.

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

  16. INDEMNIFICATION

    To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to

    1. your use or misuse of the Services or User Content;
    2. any feedback you provide;
    3. your violation of these Terms;
    4. your violation of the rights of any third party, including another Registered User;
    5. any breach or non-performance of any covenant or agreement made by you;
    6. your User Content; or
    7. any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same).

    You agree to promptly notify the Company of any third-party Claims and cooperate with the Company in defending such Claims. You further agree that the Company shall have control of the defense or settlement of any third-party Claims.

    THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND THE COMPANY.

  17. LAWFUL USE, SANCTIONS AND ANTI-MONEY LAUNDERING

    By using YouPay, you warrant that you are not the subject or target of any sanctions administered or enforced by the Australian Government, the U.S. Government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) and the U.S. Department of State and including designation on the Specially Designated Nationals List maintained by OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, the Foreign and Commonwealth Office of the United Kingdom or any other relevant sanctions authority (collectively, Relevant Sanction Authorities);

    You must not use YouPay for any unlawful purpose. Should you use YouPay for unlawful purposes, we may restrict you from accessing YouPay. Unlawful purposes include, but are not limited to:

    1. the purchase of goods or services prohibited by the laws of Australia and/or the location where the Gift Card is being used or where the goods or services are provided;
    2. the purchase of goods or services from a merchant sanctioned by the Relevant Sanction Authorities;
    3. the purchase of goods or services in a location, region or country subject to sanctions by the Relevant Sanction Authorities.
  18. GENERAL
    1. Entire Agreement. These Terms, any applicable Supplemental Terms, and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Services, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Services, whether oral or written.
    2. Third-Party Beneficiaries. Except as otherwise provided herein, these Terms are intended solely for the benefit of the Company and you and are not intended to confer third-party beneficiary rights upon any other person or entity.
    3. Independent Contractor. Your relationship to the Company is that of an independent contractor, and neither party is an agent or partner of the other.
    4. Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
    5. Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
    6. No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
    7. Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the respected company therein without giving effect to any choice or conflict of law provision or rule. YouPay Pty is governed by Queensland, Australia, YouPay Inc is governed by the laws of Delaware and the federal laws of the United States of America, YouP Ltd is governed by the laws of Cyprus.
    8. Venue. Subject to Section 20, any legal action or proceeding arising under these Terms will be brought exclusively in the Queensland, Australia and we and you irrevocably consent to the personal jurisdiction and venue there.
    9. Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Services. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
    10. Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, a Provider, or in connection with an acquisition, sale or merger. These Terms shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.
  19. CONTACT

    15b, 10 Old Chatswood Road
    Springwood, QLD 4127 AUSTRALIA
    [email protected]

Dispute Resolution

  1. DISPUTE RESOLUTION – ARBITRATION & CLASS ACTION WAIVER

    PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND YOUPAY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND YOUPAY TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

    You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact YouPay at [email protected] and you and YouPay will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you may have been entitled to them otherwise.

    1. Binding Arbitration.

      You and YouPay agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and YouPay both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against YouPay in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

    2. Class Action Waiver.

      You and YouPay agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and YouPay both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and YouPay agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

    3. Arbitration Administration and Rules.

      The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

    4. Arbitration Process.

      A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

    5. Arbitration Location and Procedure.

      Unless you and YouPay agree otherwise, the seat of the arbitration shall be in Delaware. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and YouPay submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

    6. Arbitrator’s Decision and Governing Law.

      The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

    7. Fees.

      Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

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