Terms of Use

‍

Acceptance of Terms

By accessing or using any part of the Stablepay API (the "API"), the website www.stablepay.ai or any of its associated services and functionality, Company agrees to be legally bound by the following terms and conditions (“Terms”).

Stablepay is a software protocol utilising blockchain technology. Stablepay is not a regulated financial services company and the API Services do not include financial, investment, tax, legal, regulatory, accounting, business, or other advice.

The API is maintained and operated by Jack Studios Pty Ltd, a South African incorporated company (“Stablepay”). Company refers to any entity or individual obtaining access to the API. This Agreement may refer to Company and Stablepay individually as a "Party" and collectively as the "Parties".

Privacy

Building cutting-edge on-chain blockchain payments technology means we take user privacy very seriously. No sensitive user data is transmitted or stored on-chain.

1. Definitions

1.1. “Content” means the data and payment transactions made available through the Stablepay API and website.

1.2. "Documentation" means Stablepay's proprietary programming tools and other instructional documentation for the Stablepay API and the Content, in the form generally made available by Stablepay for use therewith.

1.3. "End User" means an individual end user of the Implementation.

1.4. "Implementation" means the integration of the Results of the Content into Company’s website or any other service Company own or operate.

1.5. "Intellectual Property Rights" means all rights, title and interests in and to trade secrets, patents, copyrights, trademarks, trade names, databases, internet domains, and other intellectual property (such as, but not limited to, software, algorithms, formulas, processes, techniques, products, Content, data and data analysis) anywhere in the world.

1.6. "Results" means the Content generated by Stablepay API and displayed within the Implementation.

1.7. "Stablepay API" means Stablepay's application programming interface software made available to Company.

3. Service and access rights

Subject to the terms and conditions of this Agreement, Stablepay grants Company a limited, non-exclusive, non-sublicensable, non-assignable license to: (i) access and use the Stablepay API solely for the purpose of obtaining the Results; (ii) use, copy, modify, adapt, reformat, reproduce, publicly perform and publicly display the Results and the “Content solely within the Implementation, and not for any other purpose; and (iii) where applicable, use and access certain Stablepay Documentation and materials made available to Company by Stablepay (the “Documentation”) solely for the purpose ofobtaining the Result and making the Implementation (the “Integration”).

4. Restrictions

Except to the extent expressly permitted otherwise in this Agreement, Company shall not (and shall not permit any third partyto): (a) sell, license (or sub-license), assign, transfer, or share Company’s rights under this Agreement with any third party; (b) make a derivative work ofthe Stablepay API and the Documentation, or use them to develop any service or product that is the same as (or substantially similar to) the Stablepay API and the Documentation; (c) use the Stablepay API, the Documentation and/or the Content to infringe, misappropriate or violate any third party's intellectual property rights, moral rights, privacy or other personal right, or any applicable law or regulation.

6. Implementations

6.1. API Integration. Company are, and shall always remain, solely responsible and liable for the API Integration, and Stablepay will have no liability or obligations with respect to the same (including support obligations), unless otherwise set forth herein.

6.2. Display of Content. Company shall informthe End User that the Results and Content posted in the Implementation are madeavailable "as is", without any representation, warranty, guarantee or condition of reliability, availability, quality, accuracy, or completeness.

6.3 Support. This Agreement does not entitle Company to any support, maintenance, or other technical assistance for the Stablepay API, the Documentation and the Content.

9. Intellectual Property Rights

9.1. Ownership. As between Stablepay and Company, Stablepay is, and shall remain, the sole and exclusive owner of the Intellectual Property Rights in and to the Stablepay API, the Documentation, the Content, any upgrade, update customization and/orderivative. Any rights not expressly granted to Company in this Agreement, are hereby reserved by Stablepay. Subject to the foregoing, Company shall be the sole and exclusive owner of the Intellectual Property Rights in and to each Integration. If Company provides Stablepay with any feedback, ideas or suggestions regarding any Stablepay API, the Documentation and the Content ("Feedback"), Company hereby grants Stablepay a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable and transferable license to use, edit, aggregate, reproduce, distribute, createderivative works of, such Feedback, for any use or purpose whatsoever.

9.2. Usage Data. Company further agree that we may collect, access, and use any and all usage data and information related to Company’s (and Company’s users´ on Company’s behalf) use of the Stablepay API and/or the Content (“Usage Data”), in the aggregate, without limitation, for the business purpose of providing enhancements to the Stablepay API and the Content; analysing trends and preferences; and/or developing new products, services, features and functionality.

9.3. Third Party Software. The Stablepay API may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices ("Third Party Software" and "Third Party Software Terms", respectively), and to the extent of any conflict between this Agreement and any Third Party Software Terms, the latter shall control.

10. Confidentiality

Company may, from time to time, gain access to, or be provided with (including orally), Stablepay's proprietary information and technical data, trade secrets, know-how, source code, product plans, as well as other business information that is either marked (or, if disclosed orally, designated) as “confidential” or disclosed in such a manner that it would be reasonably apparent that it should be treated confidentially (collectively, “Confidential Information”). For the avoidance of doubt, all Stablepay API and the Documentation are Confidential Information. Company may use Confidential Information solely to the extent necessary to exercise Company’s rights under this Agreement. Company may not disclose Confidential Information to any third party without our prior express written consent, except that Company may disclose Confidential Information to Company’s employees that are bound by written confidentiality obligations at least as protective of our Confidential Information as provided for herein.

11. Feesand Payments

Stablepay may charge Fees and collect Payments on-chain for the utilisation of the API and will communicate any Fees to Company one (1) month in advance, if applicable.

12. Warranty and Limitation of Liability

To the maximum extent permissible by applicable law, Stablepay disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. There is no warranty that any information or service provided or referenced by this site is either accurate, that such information or service will fulfill any of Company’s particular purposes or needs, or that such information or service does not infringe on any third-party rights. Stablepay may periodically add, change, or improve any of the information, products, and technology described on the Stablepay API without notice. Stablepay assumes noliability or responsibility for any errors or omissions in the content of the Stablepay API. To the maximum extent allowed by law, neither Stablepay nor any otherparty involved in creating, producing, or delivering the Stablepay API is liable for any direct, indirect, incidental, consequential, or punitive damages, however caused, arising out of Company’s access to, use of, or reliance on the Stablepay API, even if Stablepay has been advised of the possibility of such damages.

14. Indemnification / Release

Company agrees to indemnify, defend, release, and hold harmless Stablepay, its parent company, subsidiaries, and affiliates and each of their respective employees, directors, business partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including legal fees and costs, arising from or related to:

(i) any breach by Company of any of these Terms or any violation of applicable law or any agreement with a third party to which Company are subject;

(ii) any claims arising from the use of the Stablepay API by Company or a third party; and Company’s use of any materials, content or features available via the Stablepay API.

15. Termination

15.1 Termination with no cause. Either Party may terminate this Agreement for no cause by giving the other party 30 (thirty)days written notice of its intention to terminate.

15.2 Termination with cause. Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured seven (7) days after having received written notice thereof.

16. Effect of Termination

Upon the effective date of termination of this Agreement pursuant to Section 15 (Termination) above:

(i) Company’s access to Stablepay API and to the Content willimmediately be revoked;

(ii) all license rights granted to Company hereunder shall terminateand Company must immediately cease all access to and use of any and all Stablepay API and to the Content; and

(iii) as directed by Stablepay, return to Stablepay, or destroy allof the Stablepay APIand to the Content, and all copies thereof, from all computers, harddrives, networks and other storage media.

18. Governing Law

The laws of South Africa shall govern these Terms. Company hereby expressly consent to exclusive jurisdiction and venue in the courts located in South Africa for all matters arising in connection with these Terms or Company’s access or use of the API. Any dispute between the parties will be governed by these Terms and the laws of South Africa, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

19. Modifications to Terms

Stablepay reserve the right, at our discretion, to change, modify, add or remove portions from these Terms at any time. You are responsible for revisiting this page to review updates to these Terms.

20. General

20.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written statements, agreements and understandings regarding such subject matter.

20.2 Waiver. No failure or delay by either Party in exercising or enforcing any right, power or remedy under this Agreement (or otherwise at law or in equity) will operate as a waiver thereof. Waivers shall apply only in the specific instance in which given. Any waiver by Stablepay of any provision of this Agreement shall only be valid if in writing, duly signed, and sent to Company via email or regular mail.

20.3 Severability. If any court of law that has jurisdiction rules that any provision of this Agreement is invalid, then such invalid provision will not affectany of the remaining provisions of this Agreement, which shall remain in full force and effect.

20.4. Assignment. Company may not assign this Agreement (or any of Company’srights or obligations hereunder), and any such assignment will be null and void. Stablepay may assign this Agreement (or any of its rights or obligations hereunder) without restriction and without notice to Company. This Agreement will also bind and benefit Stablepay's successors and assigns.