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Terms & Conditions

VERSAL MASTER SERVICES AGREEMENT

PLEASE READ THIS VERSAL MASTER SERVICES AGREEMENT (THIS "AGREEMENT," AS FURTHER DEFINED BELOW) BEFORE USING ANY VERSAL PRODUCTS OR SOFTWARE. BY DOWNLOADING OR USING VERSAL PRODUCTS, YOU SIGNIFY ACCEPTANCE AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS, DOWNLOAD OR USE ANY VERSAL PRODUCTS, SOFTWARE, OR BEGIN ANY OTHER SOFTWARE OFFERING. IF CUSTOMER HAS A FULLY EXECUTED AGREEMENT WITH VERSAL THAT EXPRESSLY GOVERNS CUSTOMER’S USE OF, OR ACCESS TO, SOFTWARE OFFERINGS, THAT AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This Versal Master Services Agreement ("MSA") is effective as of either (i) the date in which the Customer completes the sign-up process on the Website, or (ii) the execution of an applicable signed Purchase Form (in either case, such date referred to as the "Effective Date") and is by and between the Company (as defined in the Purchase Form and referred to herein as "Versal"), and the customer set forth on the Purchase Form and accepts this MSA ("Customer" or "Party"). In the event of any inconsistency or conflict between the terms of the MSA and the terms of a Purchase Form, if any such Purchase Form has been executed by Customer, the terms of the Purchase Form shall control.

1. Definitions

  • "Affiliate" is an entity that controls, is controlled by or shares common control with Versal or Customer, where the control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.

  • "Agreement" means the above introduction and recitals, these Terms and Conditions, any exhibits or addenda to this Agreement incorporated by reference herein.

  • "Anti-Corruption Laws" means applicable laws related to the prevention of corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended in connection with this Agreement.

  • "Applicable Law(s)" means any applicable statute, rule, regulation, regulatory guideline, order, law, ordinance, or code; the common law and laws of equity; any binding court order, judgment, or decree; any applicable industry code, rule, guideline, policy or standard enforceable by law (including as a result of participation in a self-regulatory organization), and any official interpretations of any of the foregoing, as may be amended from time to time.

  • "Company" means, (i) in the event Customer has executed a Purchase Form, the definition of Company as defined therein; (ii) Six Clovers, Inc., a Delaware corporation, d.b.a. Versal.

  • "Confidential Information" means all proprietary, non-public information disclosed by the Disclosing Party to the Receiving Party described within the scope of Section 9 (Confidentiality).

  • "Customer Offering" means products, solutions, or services offered by Customer.

  • "Data Subjects" means all individuals whose Personal Data the company Versal or any of its subsidiaries or affiliated entities receives in the course of this business relationship direct and indirect beneficial owners, directors, officers, and authorized persons.

  • "Disclosing Party" means the party disclosing non-public information as described within the scope of Section 9 (Confidentiality).

  • "Documentation" means the user guides and release notes provided or made available by Versal to Customer regarding the use or operation of the Software Offerings.

  • "Force Majeure Event" means a circumstance beyond the party’s reasonable control, including acts of God, acts of government, computer related attacks, hacking, or acts of terror, service disruptions involving hardware, software, or power systems not within the party’s possession or reasonable control.

  • "Infringement Claim" means a claim, demand, suit, or proceeding brought against Customer by a third party alleging that the Software, as provided by Versal to Customer under this Agreement, infringes any patent, copyright, or trademark or misappropriates any trade secret of that third party within the scope of Section 11 (Intellectual Property Indemnification).

  • "Notification Date" means the date Versal received Customer’s written notice detailing the nonconforming Software within the scope of Section 8.1 (Product Warranty).

  • "Personal Data" means any piece of information that relates to an identified or identifiable living individual.

  • "POC" A proof of concept (POC) is a demonstration of a product, service or solution. A POC will demonstrate that the product or concept will fulfill customer requirements while also providing a compelling business case for adoption.

  • "Privacy Requirements" mean all (i) applicable laws, (ii) privacy policies, (iii) contractual obligations, (iv) third-party privacy policies, terms of use, and similar documents that Versal or any of its subsidiaries or affiliated entities is or has been contractually obligated to comply with.

  • "Receiving Party" means the party receiving the non-public information as described within the scope of Section 9 (Confidentiality).

  • "Software" means the object code version of the specific Versal computer software licensed to Customer as Software License, including any updates, modifications, new versions or releases.

  • "Software License" means the license to Software granted in the first sentence of Section 4.1 (License Grant) hereof.

  • "Software Offering" means the particular Versal Product and associated Software and Software Support that are described in Section 3 (Description of Versal Products) and have been selected for receipt by the Customer on the Website or in the Purchase Form.

  • "Software Support" means the Software support and maintenance services provided for the Software to Customer in accordance with this Agreement.

  • "Term" means the period(s) specified in which Customer will have a Software License (and/or access to Software to Support), as the same may be renewed or extended in accordance with the sign up process on the Website or Purchase Form.

  • "Versal Product" means the Software related to a specific product accessible through the Versal Platform, as such products are defined in Section 3 (Description of Versal Offerings).

  • "Website" means www.versal.money

2. Versal Platform Master Software License Agreement

2.1 General Agreement. This Agreement contains general terms and conditions under which Customer licenses the Versal Platform and under which Versal provides Versal Products.

2.2 Product Selection. By entering into this Agreement, Customer shall have access to the Versal Platform. From time to time, Customer may engage Versal to access certain additional Versal Products available through the Versal Platform. Customer shall indicate which Versal Products it shall license either (i) by selecting the desired Versal Products on the Website, or (ii) by indicating the desired Versal Products on a duly signed and completed Purchase Form, which shall be incorporated by reference into this Agreement.

2.3 Changes. If the Customer seeks to change or amend the Versal Products it receives, the Customer may either (i) indicate such changes on the Website by making different Versal Product selections, or (ii) by completing a new Purchase Form. Through completion of a Purchase Form, all prior Purchase Form documents shall become null and void.

2.4 Upgrades and Downgrades. Customer can upgrade their plan of Versal Products at any time. For purposes of clarity, if a Customer signs up for an annual plan, the upgrade takes into effect immediately. Versal will generate a prorated invoice to pay for incremental cost of the upgraded plan for the remainder of the Term. Customers cannot downgrade their plan below their initial subscription plan during the Term.

2.5 Payment. Payment for the Software Offering shall be defined on the Website or in the Purchase Form.

2.6 Delivery. Versal shall provide the Software pursuant to the Software License by delivering Software and Documentation via access to electronic download, subject to the receipt by Versal of all required documentation.

2.7 Responsibilities of the Customer. Customer is solely responsible for entering into this Agreement and abiding by the terms as they relate to the Versal Products, entering into contracts with third parties and ensuring such contracts do not violate any terms herein, integrating the Software Offerings into Customer’s own operations, setting up accounts and payment secure servers running Software Offering.

2.8 Versal Software Offering Disclaimer. Versal provides only Software Offerings to Customer as defined herein. Versal does not function as a payment service processor, a merchant account provider, a liquidity provider, custodian, or other entity responsible for customer funds. Consequently, Versal bears no direct or indirect liability or responsibility for any agreements that the Customer may have with the payment service providers, merchant account providers, liquidity providers, custodians, or other entities responsible for customer funds supported on our platform.

2.9 Language and Currency. The Software Offering shall be rendered in English and in U.S. dollars or native digital asset currency only, unless otherwise agreed by Versal in writing.

2.10 Customer Offering. Versal shall not be responsible for and does not control any aspect of the Customer Offerings or the description of the Customer Offering; Versal shall not be responsible for and does not control Customer’s use of the Software Offering; and Versal shall not be responsible for, and does not control, the initiation of a Customer Offering.

2.11 New Features. From time-to-time, Customer may request new features to Versal Platform that Versal will develop. These features include features that improve the internal dashboard and API of Versal Products. Features outside of this scope may need an additional agreement and will be assessed on a case-by-case basis.

2.12 Software Support. Customers can contact Versal directly by clicking on the Support link in the footer of the dashboard. Upon clicking on the support link, the merchant lands on: https://sixclovers.atlassian.net/servicedesk/customer/user/login?destination=portals

3. Description of Versal Products

3.1 Versal Products. Each of (i) Versal Platform, (ii) Versal Payments, (iii) Versal Vault, and (iv) such other software or products offered by Versal from time to time shall be referred to as Versal Products, and each, a Versal Product. The Versal Products are defined in this Section 3 and use of the Versal Products are subject to the terms and conditions of this Agreement. Additional details regarding Versal products are available on the official Versal website.

3.2 Description of Versal Platform. Without limiting future features and functionality that Versal may offer as part of its Versal Products, Versal Platform consists of a REST-API to all Versal Products, a unified customer relationship management dashboard, and integrations into third-party services and systems. Versal Platform supports multiple blockchains which are updated from time to time. The current blockchain supported list can be found at: https://dashboard.versal.money/documentation#/supported-currencies?id=by-blockchain

3.3 Description of Versal Payments. Versal Payments means the multi-chain digital asset payment checkout experience which facilitates buyers' payments for the acquisition of a merchant's products. Registration is required to utilize Versal Payments. Registration for a Versal account entitles Customer to a monthly term of Versal Payments. Versal Payments is only available on a monthly term unless the Customer subscribes to Versal Vault on a quarterly or annual basis. Versal Payments is a blockchain-native payment system for digital asset payment. Key features and characteristics include:

  • Paywall with browser wallet and QR code payment support

  • Multiple checkout styles

  • Manage and initiate payouts, transfers, and withdrawals from multiple wallets

  • Supports stablecoins and various digital assets

3.4 Description of Versal Vault. Versal Vault is a multi-chain digital asset enterprise wallet service designed to store and move digital assets for the purpose of payments, payouts, deposits, and withdrawals. Versal Vault is secured by Multi-Party Computation (MPC) technology using multiple signers and deployed into secure cloud infrastructure. In order to access Versal Vault functionality, the Customer must complete Registration. Customer must subscribe to Versal Vault before Versal Vault binary (software required to use Versal Vault) is provided. Customer has the option to subscribe to Versal Vault monthly, quarterly or annually. Features and characteristics of Versal Vault include:

  • Encrypt and securely store digital asset keys using MPC

  • Facilitate the signing of transactions with the stored key shares

  • Move funds between digital asset wallets

  • Create policies to secure and automate wallet operations

4. Grants

4.1 License Grant. During the Term of any Software License purchased by Customer and subject to these Terms and Conditions, Versal grants Customer a limited, non-exclusive, non-transferable (except as otherwise set forth herein), non-sublicensable license to install, execute, copy, display or otherwise use the Software solely for Customer’s internal business purposes and in accordance with the Documentation and in compliance with all Applicable Laws.

4.2 Third Party Use. The Software may only be used by employees of Customer or contractor/agents of Customer who are acting on behalf of Customer by providing implementing, consulting or outsourcing services and are under a written agreement with Customer that will protect the Software similarly to the protections and restrictions stated under this Agreement.

4.3 Data Protection and Privacy. Versal will handle all Personal Data in accordance with all applicable privacy, consumer protection, data security, and other similar laws, rules, and regulations.

  1. In order to provide the Software Offering, Versal may:

    1. Process Personal Data; and

    2. transfer the Personal Data as permitted under this Agreement, Privacy Requirements, or in accordance with lawful written instructions from Customer.

  2. Customer represents that:

    1. the instructions provided to Versal with respect to the processing of Personal Data are in accordance with Privacy Requirements and allow Versal to perform the Software Offering as agreed in this Agreement;

    2. it will reimburse Versal for any unreasonable expenses incurred to assist Customer in the fulfillment of its obligations established in Privacy Requirements, mainly in relation to the requests of Data Subjects;

    3. the Personal Data provided to Versal is up to date and complete, and that the Data Subjects are aware of the Processing carried out under this Agreement, including sharing with Versal;

    4. it only shares with Versal the Personal Data strictly necessary for the provision of the Software Offering; and

    5. prior to providing Versal any Personal Data, it has informed, and if required obtained consent from, Data Subjects and any other individuals for the processing, use, and transfer of their Personal Data as contemplated under this Agreement.

  3. Versal undertakes to:

    1. Take the appropriate technical and organizational measures to ensure the security and privacy of Personal Data and the reliability of its employees, staff, directors, and agents who may have access to, or be involved in the processing of such Personal Data and, without prejudice to the generality of the aforementioned, keep this Personal Data safe from any unauthorized or accidental use, access, disclosure, damage, loss or destruction;

    2. provide Customer with the information and assistance that Customer reasonably requires, within the limits and in the context of this Agreement, to enable Customer to fulfill its obligations to the Data Subjects; and

    3. notify Customer of any actual or suspected breach that involves Personal Data handled in connection with the provision of the Software Offering.

  4. Each Party shall at all times during the term of this Agreement:

    1. comply with Privacy Requirements;

    2. maintain and enforce security procedures to ensure the confidentiality of Personal Data;

    3. maintain an information security program aligned to good industry practice that is designed to protect against accidental or malicious threats; and

    4. apply reasonable controls to prevent, detect, and respond to malicious software or cyber security attacks.

4.4 Security Responsibilities. Customer is responsible for maintaining adequate security and control of any and all private keys, IDs, passwords, hints, personal identification numbers (PINs), API keys, 2-factor authentication devices or backups, or any other codes that Customer uses to access Versal Platform. Customer is responsible for keeping its email address and telephone number up to date in order to receive any notices or alerts that Versal may send to Customer. Versal assumes no responsibility for any loss that Customer may sustain due to the compromise of login credentials due to no fault of Versal and/or Customer’s failure to follow or act on any notices or alerts that Versal may send to Customer. In the event Customer believes their information has been compromised, Customer must contact Versal support immediately. Instructions on how to report an issue are in section 2.12.

4.5 Customer Representations.

  1. Customer has full legal capacity, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of Customer, enforceable in accordance with its terms, except as limited by:

    1. bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity or

    2. Applicable Laws.

  2. Customer understands that it is responsible for its activities in the performance of this Agreement and that Versal disclaims any liability in connection thereto.

  3. Customer operates in full compliance with all Applicable Laws in each jurisdiction in which Customer operates, including without limitation, state and federal money transmitter laws, banking laws, financial and payment services laws, anti-money laundering laws, and sanctions laws.

  4. Customer hereby agrees and represents that:

    1. it has and will maintain, at all times during the term of this Agreement, an anti-money laundering ("AML") program reasonably designed to ensure its compliance with the relevant AMLD, and rules and guidance implementing it, as well as a sanctions compliance program reasonably designed to meet its obligations under sanctions laws administered by European Union, UN, the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC") and the U.S. Department of State;

    2. it will provide copies of its AML program policies and procedures, and any amendments, to Versal upon request;

    3. it is in compliance with its AML program in all material respects and regulations regarding the procurement and maintenance of all required licenses;

    4. that all information that has been or will in the future be provided to Versal regarding Customer’s AML program is accurate and complete in all material respects;

    5. it has not omitted any information regarding its AML program necessary to prevent any information provided to Versal from being misleading; and

    6. it will maintain all records of its compliance and customer identification program reviews and related customer personally identifiable information in accordance with all applicable privacy laws

  5. Customer represents that it has not performed, does not perform, and will not perform any acts or practices that, directly or indirectly, involve offering, promising, bribery, extortion, authorization, request, acceptance, payment, delivery, or any other act related to undue pecuniary advantage or any other illegal favor in disagreement with the above mentioned.

  6. Customer represents and warrants that now and at all times during the effective period of this Agreement, neither it, nor any third party acting at its direction or on its behalf, is the subject of, or present in, organized under the law of, or ordinarily resident in a jurisdiction that is the subject of, sanctions administered by the respective authorities or otherwise imposed under any Applicable Laws, (a "Sanctioned Person"), or will provide any funds, goods, or services to a Sanctioned Person or receive these things from a Sanctioned Person in connection with the services provided under this Agreement.

  7. Customer will provide all information that Versal reasonably determines is needed to ensure its compliance with Applicable Laws, including in particular any AML or economic sanctions laws.

  8. Customer understands the risk if the technology associated with the Versal Software, distributed ledgers, blockchains, or stablecoins does not function as intended.

  9. Customer understands and expressly accepts that Customer has not relied on any representations or warranties made by Versal outside of this Agreement, including, but not limited to, conversations of any kind, whether through oral or electronic communication or otherwise.

  10. Customer has sufficient understanding of stablecoins and blockchain technology to understand the terms in this Agreement. Customer represents that Customer has obtained sufficient information about the Versal Platform to make an informed decision to enter into this Agreement and has read and understood the terms of this Agreement.

  11. Customer understands that it bears sole responsibility for any taxes as a result of the matters and transactions which are the subject of this Agreement. It is the Customer's own responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities.

  12. Customer represents that it has been provided the opportunity to ask Versal questions, and where applicable, has received answers from Versal regarding this Agreement.

  13. Customer represents that the key share holder bears full responsibility for the security and management of the cryptographic keys and designated signers. Versal shall not be held liable for any unauthorized or malicious actions taken by any signers associated with the customer.

  14. Customer represents that there are no entities in sanctioned countries. Sanctioned countries include:

    1. Central African Republic

    2. Democratic Republic of Congo

    3. Eritrea

    4. Guinea-Bissau

    5. Iran

    6. Iraq

    7. Lebanon

    8. Libya

    9. Mali

    10. North Korea

    11. Russia

    12. Somalia

    13. South Sudan

    14. Sudan

    15. Yemen

  15. To the best of its knowledge, as of the Effective Date, the performance and consummation of the transactions contemplated by this Agreement and obligations of Customer do not and will not:

    1. result in the acceleration of any material indenture or contract to which Customer is a party or by which it is bound; or

    2. result in the creation or imposition of any lien upon any property, asset or revenue of Customer or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to Customer, its business or operations.

5. Title and Restrictions

5.1 Title and Copyright. This Agreement confers no ownership rights to Customer and is not a sale of any rights in the Software, the Documentation, or the media on which either is recorded or printed. Customer does not acquire any rights, express or implied, in the Software or the Documentation, other than those rights as a licensee specified in this Agreement. All Software and Documentation furnished by Versal, and all copies thereof made by Customer and all compilations, derivative products, programmatic extensions, patches, revisions, and updates made by either party, and any, patent rights, copyrights, trade secrets, trademarks, trade names, service marks, designs or design marks or proprietary inventions, designs and information included within any of the items described above are and shall remain the property of Versal or Versal's licensors, as applicable. Customer agrees not to claim or assert title to or ownership of the Software or the Documentation. Customer will not remove or alter any copyright or proprietary notice from copies of the Software or the Documentation, and copies made by or for Customer shall bear all copyright, trade secret, trademark and any other intellectual property right notices appearing on the original copies.

5.2 IP Ownership and Trademarks. Versal retains full ownership of intellectual property rights, including copyrights and patents, related to Versal Products.

5.3 Software Sharing. Customer shall not share, distribute, or make the Versal Products or corresponding software accessible to third parties without prior written consent from Versal. Customer shall not reverse engineer, decompile, disassemble, or attempt to discover any source code or underlying ideas or algorithms of any Software the software. Use of Versal's trademarks is subject to the guidelines established in this Agreement. Customer will not, nor allow any third party to modify, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use Software for the benefit of any third party. Customer agrees to promptly report to Versal any violations of these provisions by Customer’s employees, consultants or agents of which Customer is aware.

6. Software Upgrade and Delivery

6.1 Software Upgrade. We reserve the right to require Customer to install any and all software updates to continue using the Software Offerings. There are three types of upgrade types:


Version Type

Upgrade Schedule

Build Version

Provides bug fixes. Update Required within seven (7) working days.

Minor Version

Provides backwards compatible updates. Update required within one (1) month.

Major Version

Provides significant functionality change. Update required within three (3) months.

Installations that do not upgrade within the required timeframe may encounter degraded or disabled functionality. Customer may restore full functionality by upgrading recommended versions. The degraded/disabled functionality is not a breach of the contract of the Company.

6.2 Delivery. Versal shall fulfill software purchase by delivering Software and Documentation via access to electronic download, subject to the receipt by Versal of all required documentation. Thereafter, Customer shall be responsible for and bear all expenses (including without limitation, taxes) related to making the permitted number of copies of the Software and distributing the copies as permitted in this Agreement. Customer will be the importer of record for the Software.

7. Fees and Payment

7.1 Fees. Fees are defined either in the Purchase Form if such Purchase Form has been provided to Customer, otherwise Fees are defined on the Website at https://www.versal.money/pricing. The Fees can be paid for on a recurring basis ("Subscription Fees") and/or on an as-used basis ("Usage-based Fees").

7.1.1 Subscription Fees. For subscription services, including but not limited to Versal Vault, Versal shall invoice Customer in advance on a recurring basis (monthly, quarterly, or annually) as selected by Customer. The initial invoice shall be generated upon Customer’s subscription commencement, with subsequent invoices generated on the corresponding date of each billing cycle.

7.1.2 Usage-based Fees. For services billed on a usage basis, including but not limited to Versal Payments and Versal Vault transactions, Versal shall invoice Customer monthly in arrears. Such invoices shall be generated at the beginning of each calendar month for the preceding month's activity.

7.2 Payment Terms. By receiving the Software Offering, Customer agrees to pay the Fees as defined on the Website or in the Purchase Form. All payments of the Fees are due fifteen (15) days from emailed billing date. Any amount due to Versal shall bear interest from the due date at a rate of 1% per month or the highest rate of interest permitted by law, whichever is lower. Non-payment of Fees by Customer for one hundred (100) days after issuance of an invoice will be considered material breaches of this MSA and Customer accounts will be terminated.

7.3 Payment Methods. Fees may be paid via bank transfer or stablecoins in USD or USD equivalent. Payment methods will be provided in the invoice.

7.4 Price Changes. Versal reserves the right to update the pricing of Versal Products. Any changes to product pricing will be communicated to the Customer 60 days in advance of implementation. The Customer will be provided with the opportunity to accept or decline any updated pricing before proceeding with their product selection.

7.5 Taxes. Customer shall be responsible for any applicable taxes, duties or fees imposed by relevant authorities in addition to the fees listed herein.

7.6 Cancellation. If Customer cancels a product (whether it be Vault or Payments or any future product), the Customer will have access to the product until the Term ends.

7.7 Refunds. Company does not provide prorated refunds for any Services or subscriptions under any circumstances.

8. Software Warranty and Conditions

8.1 Product Warranty. Versal warrants that the Software Offering will materially conform to the accompanying Documentation for a period of ninety (90) days from the date of initial delivery. If during the warranty period the Software does not materially conform to the Documentation, then Customer’s exclusive remedy under this provision will be to have Versal, at Versal’s sole expense and option, either repair, replace, or refund (on a pro-rata basis) the amount paid by Customer for the nonconforming Software as follows. If Versal elects to provide a refund as the remedy for nonconforming Software for which Customer has paid Software License fees for the current period, then Versal shall refund to Customer an amount equal to the license fees paid by Customer for the remainder of the current period of the Software License, prorated from the Notification Date. If Versal refunds the applicable fees in accordance with the foregoing, Customer’s license to use the nonconforming Software shall be revoked and Customer shall comply with the obligations set forth in this Agreement or in the Purchase Form. This warranty shall not apply if:

  1. the Software Offering is not used in accordance with Versal’ Documentation and instructions;

  2. the Software Offering’s nonconformance has been caused by any of Customer’s malfunctioning equipment or Customer-provided software; or

  3. Customer has made modifications to the Software Offering not expressly authorized in writing by Versal.

8.2 Warranty Disclaimer. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND IS THE ONLY WARRANTY GRANTED BY VERSAL WITH RESPECT TO THE SOFTWARE OFFERING, DOCUMENTATION. REGARDING THIS AGREEMENT OR ANY SOFTWARE LICENSED HEREUNDER, THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR SATISFACTORY QUALITY. VERSAL DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SOFTWARE OR THAT ALL SOFTWARE DEFECTS CAN BE CORRECTED.

8.3 Support and Upgrades. Versal shall provide technical support as outlined in this Agreement. Versal also commits to performing upgrades within a reasonable timeline when new versions of the Versal Platform software are released, in accordance with the guidelines established in this Agreement regarding major and minor version releases.

8.4 Bug Fixes. Versal shall promptly address and rectify any bugs or defects in the Versal Platform software reported by Customer. Bug fixes will be delivered as part of the regular software updates or as urgent patches, depending on the severity of the issue.

8.5 Special Note About Backups. Customer is strongly advised to perform frequent or daily backups of their data, including digital asset keys. Versal does not have access to Customer's keys and cannot be held responsible for data loss. Customer acknowledges that failure to maintain adequate backups may result in irreversible data loss.

9. Confidentiality

9.1 Treatment of Confidential Information. Each party acknowledges that while this Agreement remains in effect, it may be entrusted with information from the other and agrees that it shall use commercially reasonable efforts to protect the confidentiality thereof.

  1. Notwithstanding Section 15 (the Limitation of Liability), Customer will indemnify, defend and hold harmless Versal, its employees, contractors, managers, owners, subsidiaries, affiliates, representatives, successors, and permitted assigns against all losses from third-party claims, relating to Customer’s:

    1. if in written, graphic, machine-readable or other tangible form, is marked as "confidential" or "proprietary,"

    2. if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be "confidential" or "proprietary" within thirty (30) days of the disclosure, or

    3. reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, terms of this Agreement, and Documentation, business and marketing plans, technology and technical information, product designs, and business processes of either party.

  2. Notwithstanding Section 15 (the Limitation of Liability), Customer will indemnify, defend and hold harmless Versal, its employees, contractors, managers, owners, subsidiaries, affiliates, representatives, successors, and permitted assigns against all losses from third-party claims, relating to Customer’s:

    1. is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party;

    2. is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that was not bound by confidentiality obligations to the Disclosing Party at that time; or

    3. is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party.

  3. The Receiving Party shall not

    1. use the Confidential Information of the Disclosing Party except to exercise its rights and perform its obligations under this Agreement or

    2. disclose the Confidential Information to any third party, except those of its employees, service providers, agents, and representatives who are subject to confidentiality obligations at least as stringent as the obligations set forth herein and have a "need to know" in order to carry out the purpose of this Agreement.

  4. The Receiving Party shall use at least the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to protect the Confidential Information of the Disclosing Party.

  5. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent the disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable efforts to promptly notify the Disclosing Party prior to the disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict the disclosure.

9.2 Remedies. The parties agree that monetary damages may be insufficient to fully compensate either party for its losses in the event the other party violates the confidentiality provisions of this Agreement. Upon any actual or threatened violation by the Receiving Party, the Disclosing Party may be entitled to seek preliminary and other injunctive relief against the violation, in addition to any other rights or remedies that the Disclosing Party may have at law or in equity.

10. Term and Termination

10.1 Agreement & Term Renewal. The terms of this Agreement become effective on the Effective Date and continue in effect indefinitely unless terminated in accordance with the provisions of the Agreement.

10.2 Termination. Notwithstanding any provision of this Agreement, this Agreement and any Software Offerings may be terminated:

  1. by Customer if Versal is in material breach of this Agreement and fails to cure such breach within 30 days after written notice of the breach.

  2. by Versal and Versal may terminate (or disable or suspend access to and use of) any or all Software Offerings, if Customer (a) has no paid Software Offerings; (b) Customer has failed to timely pay any amounts (including fees and taxes) owing to Versal; (c) Customer is otherwise in material breach of these this Agreement and fails to cure such breach within 30 days after written notice of the breach; or (d) Customer becomes subject to bankruptcy or insolvency proceedings, become insolvent, makes an arrangement with or affecting Customer’s creditors (including an assignment for the benefit of creditor) or commences a process of liquidation. This Agreement and any Software Offerings will automatically terminate without further notice or action by Versal if Customer goes into liquidation. Versal may also immediately disable or suspend Customer’s access to Software Offerings if Versal believes in good faith that the conduct or failure to act of Customer (or the Authorized Users of Customer) may (i) pose a security risk, constitute illegal activity, or otherwise adversely impact the Software Offerings, and/or the systems, or other users, of Versal, or (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections, or (iii) subject Versal, or its suppliers, resellers, distributors, users, or any similar third parties, to liability.

  3. by either party if the other party becomes insolvent or is adjudged as bankrupt; makes an assignment for the benefit of creditors; has a receiver appointed; or files a petition of bankruptcy.

  • 10.3 Effect of Termination. Upon termination of this Agreement or any Software Offering, all rights granted to Customer for the Software License(s) purchased under the Agreement shall cease and Customer shall immediately:

    1. cease using the applicable Software and Documentation,

    2. uninstall and delete all copies of the Software together with all Documentation and other materials associated with the Software from all systems operated by or on behalf of Customer,

    3. cease using the Software Support associated with the applicable License(s), and

    4. give Company a written certification that Customer has complied with all of the foregoing obligations.

    If this Agreement is terminated by Customer for an uncured material breach by Company pursuant to Section 10.2 (Termination), Customer has a paid up Software License for Software, and as of the effective date of the termination there is time remaining in the current paid-up period of the Customer’s current Term and/or for separately purchased upgraded Software Support, then Company will refund to Customer a portion of the prepaid fees on a pro-rata basis calculated from the effective date of termination to the end of the paid up period. Expiration or termination of this Agreement for any reason other than termination by Customer for an uncured material breach by Company pursuant to Section 10.2 (Termination) shall not relieve Customer of the obligation to pay all future amounts due under the Agreement. All future amounts due under the Agreement will be billed immediately.

  • 10.4 Survival. Notwithstanding any other provision of this Agreement, the following provisions will survive termination for any reason: Definitions (Section 1);Versal Software Offering Disclaimers (Section 2.8); Confidentiality (Section 9); Term and Termination (Section 10); Indemnification and Process (Section 11); Governing Law (Section 12); Dispute Resolution (Section 13); Terms of Service for Payment Wall Presentment (Section 14); Limitation of Liability (Section 15).

11. Indemnification and Process

11.1 Indemnification.

  1. Notwithstanding Section 15 (the Limitation of Liability), Customer will indemnify, defend and hold harmless Versal, its employees, contractors, managers, owners, subsidiaries, affiliates, representatives, successors, and permitted assigns against all losses from third-party claims, relating to Customer’s:

    1. breach of any provision of this Agreement,

    2. gross negligence or willful misconduct, and

    3. violation of any Applicable Laws and regulations (including but not limited to any relevant laws and regulations with respect to cryptocurrencies, anti-corruption, economic sanctions, anti-money laundering ("AML"), KYC, tax, financial institutions and/or payment services providers).

  2. Subject to Section 11.2 (Indemnity Process) below, Versal will defend Customer from Infringement Claims. Versal will indemnify Customer for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction, authorized arbitral panel, or paid to a third party in accordance with a written settlement agreement signed by Versal, in connection with an Infringement Claim. In the event an Infringement Claim is brought, or in Versal’s reasonable opinion is likely to be brought, Versal may, at its option:

    1. procure the right to permit Customer to continue use of the Software,

    2. replace or modify the Software with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or

    3. if Versal determines that neither of the foregoing options are reasonably practicable, terminate the License and, if Customer is timely on payments for a Software License, refund any prepaid fees for the infringing Software paid by Customer to Versal for the period of time from the date the infringing Software was returned through the end of the paid up portion of the current Term.

  3. Notwithstanding the foregoing, Versal shall have no liability for any Infringement Claim of any kind to the extent that it relates to Software or portions or components thereof

    1. not supplied by Versal,

    2. made in whole or in part in accordance with Customer specifications,

    3. modified by a party other than Versal after delivery to Customer,

    4. used in combination with any other product, process, materials, service, or device, if the infringement would have been avoided by the use of the Software without the other product, process, materials, service, or device, or

    5. where Customer continues use of the infringing Software following Versal’s supplying a modified, amended or replacement version of the Software, or

    6. use of the Software other than in accordance with the Documentation and this Agreement. Customer will reimburse Versal for any reasonable out of pocket expenses incurred by Versal if the cause of the infringement is attributable to Customer’s actions as stated in this paragraph.

  4. THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 11.1 ARE CUSTOMER’S EXCLUSIVE REMEDY AND VERSAL’S SOLE LIABILITY WITH RESPECT TO VERSAL’S INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

If either party learns of any violation of the foregoing restriction, the party will use reasonable efforts to promptly notify the other party.

11.2 Indemnity Process. With respect to claims for indemnification pursuant to Section 11.1 (Indemnification) above, Customer must:

  1. promptly (within fifteen (15) days) notify Versal of the Infringement Claim (provided that any failure to provide prompt written notice will only relieve the Versal of its obligations to the extent its ability to defend the claim is materially prejudiced by the failure),

  2. give Versal sole control of the defense and settlement of the claim (provided that Versal shall not consent to entry of any judgment or admission of any liability of Customer without the prior written approval of Customer), and

  3. provide reasonable assistance, cooperation, and required information with respect to the defense and settlement of the claim, at Versal’s expense.

At its own expense, Customer may retain separate counsel to advise it regarding the defense or settlement of the claim.

12. Governing Law

  • This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles.

13. Dispute Resolution

13.1 Informal Dispute Resolution. The parties recognize that disputes as to certain matters may from time to time arise during the term of this Agreement that relate to either party's rights and/or obligations hereunder. Prior to either party filing a lawsuit pertaining to any dispute, either party may, by written notice to the other, attempt resolution by good faith negotiations within thirty (30) days after such notice is received.

13.2 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach of this Agreement that is not resolved in good faith after complying with Section 13.1 will be settled by binding arbitration, before one arbitrator, administered by the American Arbitration Association under and in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.

13.3 Arbitration Location. Any arbitration will be held virtually, or at such other location as is mutually agreed upon by the parties.

13.4 Arbitration Costs. Each of the parties will equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing Party, as determined by the arbitrators, will be awarded its costs and reasonable attorneys' fees incurred in connection with the arbitration.

13.5 Consent to Arbitration Jurisdiction. The Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the jurisdiction indicated in Section 12.

13.6 Waiver of Jury Trial. Each party hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Purchase Form, the MSA, or the transactions contemplated hereby.

14. Terms of Service for Payment Wall Presentment

14.1 Incorporation of Terms of Service. The Customer agrees to adhere to and incorporate by reference Versal’s Terms of Service, specifically those related to the presentment of the payment wall, as part of their agreement with Customer’s own clients or customers. This includes, but is not limited to, the modalities of payment, the structure of transaction fees, and the handling of payment disputes.

14.2 Payment Wall Operation and Providers. The Customer acknowledges that the payment wall is operated by Versal. The payment wall is provided to the Customer as a technical product designed to facilitate payment transactions.

14.3 Usage of Payment Wall. The Customer agrees that the payment wall is offered for the purpose of enabling consumers to pay the Customer using this technical product. The Customer is responsible for ensuring that the payment wall is used appropriately and in accordance with this Agreement and Versal’s Terms of Service available on Versal’s website.

14.4 Responsibility and Liability. The Customer acknowledges and agrees that they are fully responsible for the integration and presentation of the payment wall as per the standards and guidelines set forth in Versal's Terms of Service. In the event the Customer does not have specific terms of service, the Customer hereby agrees to have its customers and clients agree to indemnify and hold harmless Versal from any claims, damages, losses, liabilities, and expenses arising out of or related to the Customer not having a specific term of service.

14.5 Liability Transfer. The Customer shall assume all liabilities arising from the failure to properly implement or adhere to Versal’s Terms of Service, including but not limited to any financial losses, legal disputes, or customer complaints. The Customer further agrees to indemnify and hold harmless Versal from any claims, damages, losses, liabilities, and expenses arising out of or related to the Customer's non-compliance with the Terms of Service.

15. Limitation of Liability

15.1 Liability Limit. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, LICENSE OR THE SOFTWARE SUPPORT PROVIDED PURSUANT TO THIS AGREEMENT EXCEED THE LICENSE FEES PAID AND/OR PAYABLE BY CUSTOMER TO VERSAL UNDER THE ORDER GIVING RISE TO THE CLAIM FOR THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY FOR:

  1. EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 (INTELLECTUAL PROPERTY INDEMNIFICATION);

  2. DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;

  3. A PARTY’S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER UNAUTHORIZED USE OF THE OTHER PARTY’S TECHNOLOGY OR INTELLECTUAL PROPERTY RIGHTS;

  4. DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY); OR

  5. CUSTOMER’S PAYMENT OBLIGATIONS.

15.2 Consequential Damages. FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, RELIANCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) WHETHER ARISING FROM CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGES. NOTWITHSTANDING THE IMMEDIATELY PRECEDING SENTENCE, THE FOLLOWING SHALL BE EXCLUDED FROM THE LIMITATIONS SET FORTH IN THIS SECTION 15.2:

  1. DAMAGES FOR DEATH, BODILY INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY EITHER PARTY’S NEGLIGENCE;

  2. DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;

  3. A PARTY’S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER UNAUTHORIZED USE OF THE OTHER PARTY’S TECHNOLOGY OR INTELLECTUAL PROPERTY RIGHTS; AND

  4. DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY).

15.3 Acknowledgment. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN ARE REFLECTED IN THE PRICING.

16. General

16.1 Anti-Bribery/Corruption. Neither party:

  1. has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement or

  2. has made, paid, given, or agreed to make, pay, or give any bribe, kickback, payment, gift, or thing of value to any foreign government official or other person in violation of Anti-Corruption Laws in connection with this Agreement.

If either party learns of any violation of the foregoing restriction, the party will use reasonable efforts to promptly notify the other party.

16.2 Severability. Should any provision of this Agreement be invalid, ineffective, or unenforceable, under present or future laws, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

16.3 Notice. Except as otherwise expressly permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given:

  1. five (5) business days after mailing if sent by registered or certified U.S. mail,

  2. when personally delivered, or

  3. one (1) business day after deposit for overnight delivery with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries).

16.4 Assignment. Neither party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing:

  1. either party may assign this Agreement to any party that acquires all or substantially all of its related business by merger, sale of stock or assets, or a similar transaction, and

  2. Versal may subcontract its obligations hereunder to a third party, provided that Versal shall remain liable for any breach thereof.

16.5 Entire Agreement. This Agreement together with the documents incorporated hereto by reference, constitute the entire agreement between the parties on the subject matter hereof and supersede all previous oral and written communications, representations, understandings and agreements by the parties concerning the subject matter of this Agreement. Customer agrees that its purchase of the Software License is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Versal with respect to future functionality or features. No terms, provisions or conditions contained in any purchase order, sales confirmation, or other business form or announcement that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights or obligations of the parties under, or otherwise modify, this Agreement. This includes but is not limited to any terms (including those requiring Versal’s payment of fees to a third party) that are presented to Versal by or on behalf of Customer as part of Customer’s vendor registration, invoicing, or other similar process, even if Versal has accepted the terms as a technical matter or continued to act after being presented with them to facilitate Customer’s payment or otherwise. If there is any conflict between the terms of this Agreement or similar ordering document with a Partner, the terms of this Agreement shall control unless Versal and Customer expressly agree otherwise in document(s) signed by both parties by specific reference to the section(s) of this Agreement that are intended to be modified. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision and a waiver of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

16.6 Amendments to Terms of Service. The Customer acknowledges that Versal reserves the right to amend the Terms of Service at any time. The Customer agrees to regularly review the Terms of Service on Versal’s website and ensure compliance with the current version. Versal will notify Customer via email of changes to Terms of Service 30 days before new Terms of Service goes into effect.

16.7 Injunctive Relief; Attorney Fees. Each party acknowledges and agrees that in the event of a material breach of this Agreement, including but not limited to, a breach of the "Title and Restrictions" or "Confidentiality" sections of this Agreement, the non-breaching party shall be entitled to seek immediate injunctive relief, without limiting its other rights and remedies. If any legal action is brought to enforce any rights or obligations under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees, court cost and other collection expenses, in addition to any other relief it may be awarded.

16.8 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder due to a Force Majeure Event. Notwithstanding the foregoing, Customer shall remain liable for the payment of all amounts required to be paid, regardless of the occurrence or persistence of a Force Majeure Event.

16.9 Deployment Verification. Upon reasonable advance notice to Customer and not to unreasonably interfere with Customer’s normal business operations, Versal has the right to verify Customer’s use of the Software against Customer’s current entitlement comply with Agreement. Versal shall not conduct a verification more frequently than once per year unless agreed otherwise in writing.

16.10 Independent Contractors; No Third-Party Beneficiaries. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. There are no third-party beneficiaries under this Agreement.

16.11 Interpretation. For purposes of interpreting this Agreement:

  1. Unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; ii. unless otherwise specifically stated, the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph;

  2. The words "include" and "including" will not be construed as terms of limitation, and will therefore mean "including but not limited to" and "including without limitation";

  3. Unless otherwise specifically stated, the words "writing" or "written" mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; and v. the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.

Last Updated: March 4, 2025.