Effective Date: October 11, 2024
Last Updated: October 11, 2024
Welcome to GuruPay! Please read these Terms of Service ("Terms") carefully as they govern your use of our services. By accessing or using the website located at [https://gurupay.io](https://gurupay.io) ("Website") or by utilizing any of the services offered by GuruPay (the “Services”), you agree to be bound by these Terms. If you do not agree with these Terms, please do not use our Services.
1. Overview
2. Acceptance of Terms
3. Services Provided
4. Client Responsibilities
Tax Responsibility: All tax liabilities associated with the transactions facilitated by GuruPay are passed on to the Client. It is your sole responsibility to handle tax compliance, filings, and remittances in any applicable jurisdiction. GuruPay does not collect, remit, or advise on tax liabilities, except to the extent required by applicable law.
Compliance with Laws: You agree to comply with all applicable laws and regulations, including but not limited to those related to tax, payment processing, and international commerce.
Accurate Information: You are responsible for providing accurate and complete information when registering for our Services or conducting transactions. Any inaccuracies may result in delays, payment issues, or termination of your access to the Services.
5. Payment Terms
GuruPay charges fees for its Services, which are outlined on the Website or in a separate agreement with you.
All fees are exclusive of taxes, and you are responsible for paying any applicable taxes, duties, or levies imposed by any governmental authority, including sales, use, value-added, or other taxes.
6. Use of the Website
Your use of the Website is subject to the following conditions:
You must not use the Website for any unlawful purpose.
You agree not to interfere with the proper working of the Website.
You must not use the Website to transmit any harmful or malicious content.
7. Intellectual Property
8. Limitation of Liability
9. Payment Processing
Access to certain features, services, or products provided by GuruPay may incur fees.
Price: GuruPay retains the authority to set and adjust pricing for all services offered. This includes establishing service fees and any additional charges related to transactions. Before fees are applied, you will be presented with the detailed costs associated with the service or product you wish to access, giving you the opportunity to review and consent to these charges. All fees are non-refundable, except as expressly provided in these Terms.
Third-Party Product and Service Pricing: Sellers using the GuruPay platform to sell products or services retain sole discretion to set or modify prices. The Seller agrees to maintain accurate pricing and adhere to listed prices for any sold products. Upon sale, Sellers will receive the net purchase price minus (i) any applicable payment processing fees charged by third-party processors and (ii) a service fee as determined by GuruPay. In the event of a violation of these Terms, the Seller acknowledges that the full purchase price may be subject to refund, at GuruPay’s discretion.
Pricing Adjustments: GuruPay reserves the right to modify pricing for any of its services, including introducing new fees or adjusting existing ones. GuruPay may also offer promotional rates or discounts to certain clients based on its criteria. These promotions may not apply universally.
Payment Authorization: By utilizing GuruPay services, you authorize GuruPay to bill all applicable fees and charges to the payment method associated with your account, including relevant taxes and transaction fees. For payments made via credit card, GuruPay may perform pre-authorization checks to verify the validity and availability of funds. If you store a payment method, you authorize GuruPay to use it for future transactions.
Payment Methods: GuruPay offers various payment options at checkout, subject to updates. These payment options are provided by third-party processors. GuruPay is not liable for issues arising from the use of third-party payment processors.
Delinquent Accounts: GuruPay reserves the right to suspend or terminate access to the Services for any account with outstanding financial obligations. In the event of delinquency, the account holder is liable for the full amount due, plus any additional fees incurred in the debt recovery process. If a payment method is invalid or insufficient, GuruPay may delete the account without liability.
No Refund Policy: All services are non-refundable once delivered. If you encounter issues with an order, please contact us within seven (7) days of receiving your order to see if you may be eligible for a refund.
10. Indemnification
11. General Payment Terms
Sales and Use Tax Collection and Remittance: In certain instances, GuruPay may be required to add sales or use tax to the purchase price of products or services. When this occurs, GuruPay will calculate the applicable taxes, display them to you during the transaction, and either:
1. Remit the taxes directly to the appropriate taxing authority, or
2.Transmit the collected taxes to the Seller or Client, who will then be responsible for reporting and remitting these taxes to the relevant tax authorities.
It is the Client’s responsibility to ensure compliance with tax obligations in their respective jurisdiction, including any required tax filings.
Merchant of Record and Tax Withholding: As the Merchant of Record for certain transactions, GuruPay may be required to withhold tax amounts from payments made to Clients or Sellers. GuruPay will withhold any federal, state, local, or foreign taxes from payments as mandated by applicable laws or regulations. If GuruPay is not the Merchant of Record for a transaction, GuruPay has no legal responsibility to collect, report, or remit any taxes on behalf of the Seller or Client.
Product or Service Pricing: Clients and Sellers using GuruPay’s platform retain full discretion to set or modify the prices for the products or services they offer. However, Sellers must maintain current and accurate pricing information and adhere to the listed prices for any products or services that have been sold. In the event of an error or pricing discrepancy, the Seller is responsible for promptly updating pricing information.
Seller’s Payment and Fees: When a Seller's product or service is sold, the Seller will receive the net purchase price in their base currency, after the deduction of:
1. Any applicable payment processing fees charged by third-party payment processors, and
2. A service fee or platform fee determined by GuruPay, which is retained by GuruPay.
If a refund or return is necessary, the Seller acknowledges that the full purchase price (not just the net amount received) may need to be refunded immediately, either at the request of GuruPay or in the event of a breach of these Terms. The Seller agrees that GuruPay or its designated payment processor may process such a refund.
12. Chargebacks, Returns, or Other Charges on Seller’s Account
Seller’s Continuing Liability: The Seller agrees and acknowledges that they shall remain fully responsible for any and all fees, charges, and liabilities arising from or related to disputes, chargebacks, refunds, or other payment discrepancies ("Disputed Fees") associated with the sale of products or services. This liability applies even if the Seller's business or account is sold, transferred, or assigned to a third party ("Purchasing Entity"). In such cases, the Purchasing Entity automatically assumes all responsibilities for Disputed Fees, and the Seller remains jointly and severally liable. The Seller agrees to indemnify and hold GuruPay harmless from any claims, demands, losses, or liabilities, including attorneys’ fees, arising from or related to Disputed Fees. This indemnification obligation survives the termination or transfer of the Seller's account or business.
Reserve Account and Lien Rights: GuruPay reserves the right to maintain a reserve account to cover potential chargebacks, refunds, or other fees. In the event that the Seller's bank account is closed or unavailable for recouping funds owed to GuruPay, GuruPay reserves the right to contact the Seller’s bank or financial institution to obtain the necessary information for recovering those funds. Additionally, GuruPay reserves the right to place a lien on the Seller’s business or personal assets to recover any owed amounts, including any fees, penalties, chargebacks, or other financial obligations incurred as a result of the Seller’s activities on the platform.
This clause is binding and enforceable to the fullest extent permitted by law.
Here is a rewritten version of the Prohibited Content clause tailored for GuruPay:
13. Prohibited Content and Activities
By using the GuruPay Service, you agree to refrain from the following activities:
Illegal Use: You must not use the Service or sell any products or services for illegal purposes or in violation of any local, state, national, or international laws and regulations.
Inappropriate Products: You must not sell or offer any products or services that a reasonable person would deem objectionable, profane, indecent, pornographic, harassing, threatening, hateful, discriminatory, or otherwise inappropriate.
Data Misuse: You are prohibited from selling, renting, leaking, disclosing, or transferring any data or information acquired via the Service from a Client or third party, whether on the Service or elsewhere, without proper authorization or consent.
Violation of Third-Party Rights: You must not violate, encourage others to violate, or provide instructions on how to violate any third-party rights, including but not limited to intellectual property, privacy, or proprietary rights.
Unauthorized Access: You are prohibited from accessing, searching, or using any part of the Service through any unauthorized means, such as spiders, robots, crawlers, data mining tools, or any other automated systems not provided by GuruPay.
Security Interference: You must not interfere with the security-related features of the Service, including disabling or circumventing features that prevent or limit the use, printing, or copying of any content, or reverse engineering any part of the Service, except as permitted by law.
Service Disruption: You must not interfere with the operation of the Service or any user’s enjoyment of the Service. This includes:
- Uploading or distributing any virus, adware, spyware, worm, or other malicious code.
- Sending unsolicited offers or advertisements to other users.
- Collecting personal information about another user or third party without their consent.
- Disrupting any network, equipment, or server connected to or used to provide the Service.
- Harassing, threatening, or abusing any user, including via unsolicited comments, messages, or behavior that is offensive, discriminatory, or harmful.
Fraudulent Activity: You must not engage in fraudulent activities, including but not limited to impersonating any person or entity, misrepresenting your identity, or accessing another user’s account without permission.
Unauthorized Transfer: You must not sell or transfer any rights granted to you under these Terms, including access to the Service or any content or materials provided by GuruPay, without explicit authorization.
Assisting in Violations: You are prohibited from attempting or assisting others in engaging in any of the activities listed above.
This list of prohibited activities is illustrative, not exhaustive. GuruPay reserves the right to determine what constitutes inappropriate or prohibited conduct on the platform. We may terminate your account or suspend your access to the Service at any time, with or without notice, and without liability, if you engage in any prohibited activities.
GuruPay is committed to maintaining a secure and respectful environment for all users. If you encounter any content or behavior that violates this policy or our Terms of Service, we encourage you to report it to us immediately. We will review all reports and take appropriate action to protect the integrity and safety of our platform.
14. Regulatory Matters; Account Termination; Violation of the Terms
Compliance with Financial Regulations: Although GuruPay does not operate as a financial institution, it maintains partnerships with various financial entities, including banks, payment processors, and other financial institutions. As a result, GuruPay is obligated to adhere to certain compliance requirements. These obligations arise from both internal policies and external commitments to our financial partners, ensuring that GuruPay maintains appropriate standards in its financial operations. These compliance requirements are designed to protect both GuruPay and its users by aligning our practices with industry standards and regulatory expectations.
Suspension or Termination of Accounts: GuruPay reserves the right, at its sole discretion, to suspend or terminate any account created by a Client, Buyer, or Seller. This action may be taken at any time, for any reason, including but not limited to breaches of these Terms or if directed by law enforcement, regulatory authorities, financial institutions, or third-party payment processors with which GuruPay partners. The suspension or termination of an account may delay the settlement or distribution of any funds owed to the associated Client or Seller. If GuruPay suspends or places a hold on an account under these conditions, the duration of the hold will be commercially reasonable and will not exceed 120 days unless otherwise directed by law enforcement, regulatory bodies, or financial institutions and payment processors.
Notice of Termination or Suspension: Where feasible and permitted by law or third-party directives, GuruPay will provide advance notice before terminating or suspending your account. However, GuruPay reserves the right to immediately terminate or suspend your account without prior notice if you breach these Terms or if there is suspicion of fraud, unauthorized activity, or any regulatory concern associated with your account.
Account Suspension for Regulatory Reviews: GuruPay reserves the right to suspend or pause your account during any necessary regulatory reviews being conducted either by GuruPay or its financial institution or payment processing partners. Such reviews may be initiated due to compliance concerns, suspicious activities, or requirements from our financial partners.
GuruPay's priority is to ensure compliance with all applicable financial regulations, and we will take necessary actions to maintain the integrity and security of our platform.
15. Representations and Warranties
By using the GuruPay Service, you, as the User, represent, warrant, and covenant to GuruPay that:
Accurate Information: You represent and warrant that all information you provide to GuruPay during registration, including but not limited to your identity, contact details, and payment information, is truthful, accurate, current, and complete. You confirm that the identity provided on your account is your own and that you are not impersonating any other individual, entity, or falsely claiming affiliation with any person or entity.
Authority to Bind an Entity: If you are acting on behalf of an entity or organization, you represent and warrant that you have full legal authority to bind that entity or organization to these Terms. You also affirm that your use of the GuruPay Service complies with all applicable laws, regulations, and rules.
True Identity: You represent that you are the true and lawful individual or entity you claim to be, using the account under your real and lawful identity. You agree not to create or use a false identity, impersonate another person or entity, misrepresent your affiliation, or attempt to conceal or manipulate your identity for any reason.
Valid Financial Transactions: You warrant that all payments, purchases, and financial transactions made through the GuruPay Service are valid, accurate, and free of any fraudulent intent. You agree not to manipulate, alter, or attempt to reverse-engineer any payment processes for personal gain or to deceive GuruPay or other users. You will not engage in unauthorized chargebacks, refund fraud, or other payment-related abuses.
Compliance with Tax Obligations: You represent and warrant that you are responsible for complying with all applicable tax obligations related to your use of the Service, including the payment of any taxes owed in connection with income from the sale of products or services or any other financial transactions conducted through GuruPay. GuruPay may assist with the calculation or remittance of such taxes but is not responsible for ensuring your compliance with tax obligations.
No Illegal Activities: You represent and warrant that you will not use the Service to engage in illegal or unauthorized activities, including but not limited to fraud, money laundering, or terrorist financing. You will not distribute or transmit any harmful, disruptive, or malicious code, software, or other technologies intended to damage or interfere with the operation of GuruPay or any other system or network.
Intellectual Property Rights: You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use, post, and distribute any content or materials ("User Submissions") that you upload to the platform. By posting or uploading content, you confirm that such material does not infringe upon the intellectual property, privacy, or other proprietary rights of any third party
No Manipulation of Platform Functionality: You represent that you will not engage in activities designed to manipulate the functionality of the platform, including but not limited to inflating transaction volumes, artificially increasing or decreasing the visibility of any content, or interfering with payments, subscriptions, or other transactional processes.
Compliance with GuruPay Policies: You represent and warrant that you will not circumvent or attempt to bypass any policies or procedures set by GuruPay, including those related to payments, intellectual property, and user interactions.
Account Security: You represent and warrant that you will not allow any third party to access your account or act on your behalf without prior authorization from GuruPay. You are responsible for all actions taken under your account, whether authorized by you or not.
Assumption of Risk: You acknowledge and accept that using the GuruPay Service carries inherent risks, including, but not limited to, the risk of account suspension, financial losses from chargebacks, or fraudulent activities. By agreeing to these Terms, you accept full responsibility for any risks associated with your use of the platform.
Indemnification: In addition to the other indemnification clauses within these Terms, you agree to indemnify and hold GuruPay harmless from any claims, damages, losses, liabilities, and expenses (including attorneys’ fees) arising from your breach of these representations and warranties or from any fraudulent or unauthorized activities performed through your account.
16. DISCLAIMERS
Warranty Disclaimer: GuruPay, its licensors, suppliers, partners, parent companies, subsidiaries, affiliates, and each of their respective officers, directors, employees, contractors, representatives, agents, successors, and assigns (collectively, the "GuruPay Parties") make no representations or warranties regarding the Services, including, without limitation, any content accessed or used through the Services, any products or services offered, sold, or purchased through the Services. The GuruPay Parties disclaim any responsibility or liability for the accuracy, copyright compliance, legality, or decency of any materials contained in or accessed through the Services, and any claims, actions, costs, damages, or liabilities arising from your participation in or use of the Services. The GuruPay Parties make no warranties or representations regarding any suggestions or recommendations of products, services, or content offered through the Services. Products and services purchased or offered via the Services, including any Seller-provided services, are provided on an "AS-IS" basis without any warranty of any kind from the GuruPay Parties or any third parties (unless explicitly and unambiguously stated in writing by such third party for a specific product).
THE SERVICES AND CONTENT PROVIDED BY GURUPAY (AND ITS LICENSORS AND SUPPLIERS) ARE ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.Some states do not allow limitations on implied warranties, so these limitations may not apply to you.
Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE GURUPAY PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR:
ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION;
ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY;
ANY AGGREGATE AMOUNT EXCEEDING THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNTS PAID BY YOU TO GURUPAY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR
ANY MATTER BEYOND GURUPAY'S REASONABLE CONTROL.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
Indemnity: You agree to indemnify and hold the GuruPay Parties harmless from and against any and all claims, liabilities, damages (both actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to claims resulting from:
Your use of the Services (including actions taken by third parties using your account) or any products or services provided through the Services; and
Your violation of these Terms or applicable laws.
In the event of a claim, suit, or action ("Claim"), GuruPay will attempt to notify you using the contact information associated with your account. However, the failure to provide such notice does not relieve you of your indemnification obligations under these Terms.
Assignment: You may not assign, delegate, or transfer these Terms, your rights or obligations under these Terms, or your account, without prior written consent from GuruPay. Any attempt to transfer or assign without such consent will be void. GuruPay reserves the right to transfer, assign, or delegate these Terms, along with its rights and obligations, without your consent.
17. Governing Law and Arbitration
Governing Law: These Terms, and any dispute or claim arising from or related to your use of GuruPay, its services, or these Terms, shall be governed by and construed in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State of Texas, without regard to any conflict of law principles that may apply in other jurisdictions. This ensures that disputes are resolved under a consistent legal framework.
Arbitration Agreement: By using GuruPay, you agree that any dispute, controversy, or claim ("Dispute") arising out of or relating to these Terms, the Services, or any content provided through GuruPay will be resolved exclusively through binding arbitration rather than in court, except as provided below under the "Small Claims and Intellectual Property Disputes" section. However, GuruPay reserves the unilateral right to pursue legal action in court in certain situations, including but not limited to claims involving the protection of its intellectual property, enforcement of confidentiality agreements, or other matters where injunctive or equitable relief is sought. You further agree that GuruPay’s officers, directors, employees, agents, and contractors are third-party beneficiaries of this arbitration agreement and can enforce this agreement against you. By agreeing to these Terms, you waive the right to have any Dispute resolved by a judge or jury, except as specifically provided herein.
Arbitration Rules and Process: Before initiating arbitration, both parties agree to attempt in good faith to resolve any Dispute through informal negotiations. Such negotiations shall begin upon written notice from one party to the other. If a Dispute cannot be resolved within 30 days, either party may initiate binding arbitration. The arbitration will be conducted in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("Rules") in effect at the time the arbitration is initiated. The arbitration will take place in Austin, Texas, and will be conducted in English. The arbitrator shall be a neutral third party with experience in commercial disputes, selected from a list provided by JAMS. The arbitrator will have exclusive authority to resolve any dispute regarding the interpretation, enforceability, or formation of this arbitration agreement.
Arbitration Award: The arbitrator's decision will be final and binding on all parties. The arbitrator has the authority to award legal and equitable relief, including damages, injunctive relief, and specific performance. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will provide a reasoned written decision, and the award may only be challenged as permitted under the Federal Arbitration Act.
Costs of Arbitration: Unless otherwise determined by the arbitrator, each party will bear its own attorneys' fees and costs of arbitration, regardless of the outcome.
Waiver of Jury Trial: By agreeing to arbitration, both you and GuruPay knowingly and voluntarily waive any constitutional or statutory rights to sue in court and have a trial before a judge or jury. Arbitration procedures are typically more streamlined and subject to limited judicial review, and decisions by an arbitrator are binding and final.
Waiver of Class or Consolidated Actions: All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis. You and GuruPay agree that neither party will bring a claim as part of a class, group, collective, or representative action. Claims involving multiple clients or users cannot be combined into one arbitration. If this waiver of class or consolidated actions is found to be unenforceable, the entire arbitration provision will be null and void, and any claims will be resolved in court as set forth below.
Venue: If you opt out of the arbitration agreement or if the arbitration agreement is deemed unenforceable, any legal proceedings related to these Terms, the Services, or any Dispute will be exclusively brought in the state or federal courts located in Austin, Texas. Both you and GuruPay consent to the exclusive jurisdiction of these courts and waive any objections to venue based on personal jurisdiction or forum non conveniens.
Severability: If any provision of this arbitration agreement, including but not limited to the waiver of class or consolidated actions, is found to be unenforceable, that provision shall be severed, and the remainder of the arbitration agreement shall continue in full force and effect. However, if the waiver of class actions is deemed unenforceable, the entire arbitration agreement will be null and void, and any claims will be litigated in court rather than arbitrated.
18. General Terms
Tax Responsibilities: You are solely responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments related to your activities in connection with the Services. GuruPay may choose, at its discretion, to perform any of these obligations on your behalf, but this does not relieve you of your responsibility for your tax obligations.
Non-Waiver of Rights: Failure by either you or GuruPay to exercise or enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of rights must be in writing and signed by the party waiving such rights to be effective.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, so the remaining Terms remain in full force and effect. Any invalid or unenforceable provision will be replaced with a valid provision that best reflects the intent of the original provision.
Entire Agreement: These Terms, including any other agreements or policies referenced herein, constitute the entire agreement between you and GuruPay and supersede all prior agreements, communications, and understandings related to the subject matter of these Terms. Any modifications to these Terms must be made in writing and signed by both parties.
Independent Contractors: Clients, Sellers, and users of GuruPay are independent contractors and not employees, agents, partners, or joint venturers of GuruPay. You acknowledge and agree that you do not have any authority to bind GuruPay in any way, nor do you represent GuruPay in any official capacity.
No Third-Party Beneficiaries: Except as expressly provided in the arbitration agreement or certain provisions related to third-party applications, these Terms are intended solely for the benefit of you and GuruPay. No other person or entity shall have any rights or benefits under these Terms as a third-party beneficiary.