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    PsyZen, Inc. Terms of Use

    When you (User, you) use PsyPay services from PsyZen, Inc. (PsyZen, Inc., us, we) you must agree to the terms and conditions set out in this document (Terms of Use) and the Privacy Policy available on our Website, which apply to you.

    Operative clauses

    1. Applicability of Terms of Use
      1. All services accessed or used by you are subject to these Terms of Use and the Privacy Policy, unless otherwise agreed in writing and by using our services you are agreeing to be bound by these Terms of Use and the Privacy Policy.
      2. The use of our services is subject to, without limitation our Website Terms and our Privacy Policy.
      3. Termination of these Terms of Use for any reason will not affect any obligations which have arisen prior to termination.
    2. Using PsyPay Services
      1. Service Provision
        1. We provide payment gateway services that enable you to use PSY Points for transactions with participating merchants.
        2. Services are provided on a non-refundable basis and require that you have sufficient PSY Points balance for transactions.
        3. If you engage in transactions using our services, those transactions may involve third party platforms or blockchain digital wallets which are not associated with us, and may be subject to transaction fees charged by those networks.
      2. User Requirements
        1. You must have a valid digital wallet and sufficient PSY Points as a pre-condition to using our payment services.
        2. You must ensure your digital wallet is properly configured and that you maintain control of your private keys.
        3. In the event that any payment is reversed or becomes invalid, including via either a double spend attack or recall or refund request by a payment processor, you agree to immediately address any discrepancies with the merchant.
      3. User Responsibility

        You are responsible for ensuring your digital wallet is accurately configured and secured. If you lose your private key or login or seed phrase for your Digital Wallet you will likely lose access permanently to your PSY Points. We cannot recover any private key or seed phrase for your Digital Wallet.

      4. Service Availability

        We do not guarantee continuous availability of our services. Services may be interrupted due to maintenance, technical issues, or circumstances beyond our reasonable control.

    3. Intellectual Property

      You acknowledge and agree that we own all legal right, title and interest in all Intellectual Property Rights in our services and platform. Your rights are limited to using our services as expressly permitted in these Terms of Use. We reserve all rights and ownership in and to the Intellectual Property Rights that are not expressly granted to you.

    4. Termination
      1. Termination with cause

        These Terms of Use may be terminated with immediate effect:

        1. by us if any of the User warranties in clause 6 are breached by you; or
        2. by us if you violate any limitations or restrictions set out in these terms; or
        3. by either party if the other party commits any material breach of its obligations under these Terms of Use and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so.

        Termination of these Terms of Use does not affect the rights of the parties which have accrued prior to termination.

      2. Effect of termination

        Upon termination of these Terms of Use, your right to use our services will cease immediately.

    5. Acknowledgements

      You acknowledge and agree that:

      1. we own all legal right, title and interest in and to all other elements of our services, and all Intellectual Property Rights therein (including, without limitation, all designs, systems, methods, information, computer code, software, services, "look and feel", organization, compilation of the content, code, data, and all other elements);
      2. our services are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All content is the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names are proprietary to us or our licensors;
      3. we provide services solely on a proprietary basis and if we transact with you we do so solely on a bilateral basis;
      4. PSY Points are not intended for speculative use, are not sold or represented to be financial product and nothing we publish is in any way financial advice to you or any other person;
      5. PSY Points may experience or may have extreme price volatility, including being worthless in the future;
      6. we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
      7. you are solely responsible for any decision to use our services, including the evaluation of any and all risks related to any such usage;
      8. a significant degree of IT sophistication is required to safely deal in and store digital currencies and PSY Points using a Digital Wallet;
      9. all transactions entered into and conducted under these Terms of Use are deemed to have occurred within the jurisdiction of the State of Delaware, United States;
      10. we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;
      11. you use our services entirely at your own risk and understanding and we have not made any representations or warranties as to the IT security or ongoing availability of such services or that your access will be uninterrupted, timely or secure at all times;
      12. you understand and acknowledge that your ability to use our services remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for providing services;
      13. we do not and cannot guarantee there will be any particular outcomes from using our services;
      14. we do not represent or guarantee any outcomes, or any financial return from your use of our services.
    6. Warranties
      1. Our Warranties

        We represent and warrant that:

        1. we own, or have the right to use under license, the technology and services that we provide and are legally entitled to, and are capable of, providing the services offered;
        2. we will give you notice before we discontinue or alter the rights or features of any services which you use.
      2. User warranties

        You warrant and assure us that in using our services:

        1. you are sufficiently experienced and educated to make decisions regarding the use of our services, including sufficient experience in dealing with digital currencies and using a Digital Wallet;
        2. you have all necessary experience, resources, certificates, licenses, permits and approvals to use our services applicable in Your Jurisdiction, and that your use of our services will be legal under the applicable laws of Your Jurisdiction;
        3. all information you supply is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorized representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
        4. you are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened) concerning our services;
        5. if we request, you will identify and substantiate the source of funds involved in transactions;
        6. no Digital Currency or PSY Points used with our services have been derived from any illegal or unlawful activity;
        7. you are the lawful owner of any Digital Wallet used with our services and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in your Digital Wallet;
        8. you have had the opportunity to obtain independent legal advice in relation to the terms and effect of these Terms of Use.
      3. Continuous warranties

        You represent and warrant to us that each of the User Warranties is true and accurate, and not misleading or deceptive as at the date of these Terms of Use and, except as expressly stated, will be true, accurate and not misleading or deceptive each time you use our services.

      4. Notification

        You must disclose to us anything that has or will constitute a material breach of a User Warranty or cause a User Warranty to be untrue or inaccurate, as soon as practicable after you become aware of it.

      5. Consumer Guarantees
        1. Certain legislation, including applicable US federal and state consumer protection laws (including the FTC Act) and similar consumer protection laws and regulations, may provide you with rights, warranties, guarantees and remedies relating to your use of our services which cannot be excluded, restricted or modified in these Terms of Use (Statutory Rights).
        2. Nothing in these Terms of Use does, or is intended to, exclude any Statutory Rights to which you are entitled.
    7. Limitation of liability
      1. Limitation of liability

        In the absence of a material breach of these Terms of Use by us or the gross negligence, fraud or wilful misconduct by us when providing services to you under these Terms of Use, we will not be liable to you on account of anything done, omitted or suffered by us acting in good faith when providing services to you pursuant to these Terms of Use, including in respect of a Force Majeure Event.

      2. Third party services

        Subject to clause 8.1, we will not be liable for the performance, errors or omissions of unaffiliated, nationally or regionally recognized third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), courier companies, national postal services and other delivery, telecommunications and other companies not under our reasonable control.

      3. Compliance with laws – No monitoring responsibilities
        1. We will have no liability or responsibility for your compliance with laws or regulations governing the use of our services. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities in Your Jurisdiction.
        2. You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing services to you, an advisor or fiduciary to you.
      4. No liability for consequential loss

        Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including without limitation loss of profits, loss of chance, loss of expectations, or loss or opportunity.

      5. Liability Cap

        Our total liability to you under any circumstances is limited to $100 USD and we shall not be liable for any amount above that sum.

    8. General
      1. Governing law and jurisdiction

        These Terms of Use are governed by the laws of the State of Delaware. The parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts located therein and the courts of appeal from them.

      2. Amendment

        We reserve the right to amend these Terms of Use from time to time in our absolute discretion. Amendments will be effective as soon as such changes are notified to you in writing from time to time.

      3. Force Majeure

        We will not be liable for any delay or failure to perform our obligations under these Terms of Use if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these Terms of Use) (Force Majeure Event).

      4. Severability

        If any provision of these Terms of Use are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these Terms of Use nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.

      5. Entire agreement
        1. These Terms of Use constitute the entire agreement of the parties in respect of the subject matter of these Terms of Use and supersedes all prior discussions, representations, undertakings and agreements.
        2. None of our agents or representatives are authorized to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.
    9. Definitions

      In these Terms of Use:

      Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;

      Digital Wallet means the applicable "Metamask" location, public key or wallet address, account or storage device which we choose to support for PSY Points transactions;

      Intellectual Property Rights means any and all present and future intellectual property rights, conferred by statute, at common law or in equity and wherever existing, including: patents, inventions, discoveries, designs, copyright, moral rights, trade marks, service marks, trade names, brand names, business names, product names, domain names or rights in designs, art, images, drawings, know how, product names, trading styles, get-up, processes, methodologies, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;

      Loss includes any loss, damage, cost, charge, liability or expense (including legal costs and expenses);

      Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;

      Privacy Policy means the privacy policy on the Website as may be varied from time to time;

      Website means https://psypay.xyz and/or any other website we may operate from time to time;

      Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us.