KodePay Terms & Conditions

These Terms and Conditions ("Terms", "Terms and Conditions") govern your relationship with https://kodepay.io/ website and KodePay application (the "Service") operated by KodePay ("us", "we", or "our")

Please read these Terms and Conditions carefully before using our website and KodePay application (the "Service").

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.

1. Definitions and descriptions

By accessing KodePay's services and selling through KodePay, you designate KodePay as a non-exclusive reseller of your products in all territories and ensure that KodePay's reseller status is reflected in agreed upon form on your website and products.

In this Terms, the following terms shall have the meanings set forth below:

  • Buyer: Refers to the user who purchases products, where the buyer may be an individual or a business.
  • Supplier: The provider of the product, offering products and services for consumption.
  • KodePay: KodePay acts as a record merchant and authorized distributor of supplier products, meaning that when consumers purchase products from KodePay, those products are licensed by the supplier and the supplier provides the product services.
  • Product: Refers to software products and/or digital content that the supplier agrees to resell and distribute, including any subsequent updates and upgrades, along with any related integration or implementation costs and services.
  • Supplier Account: Refers to the account you set up on the KodePay platform in order to use the services.
  • Transaction: Refers to the completion of the sale and receipt of payment for the product by the supplier through KodePay.

2. Services

As the designated product distributor, KodePay will provide the following services:

  • You will be set up as a product supplier on KodePay and establish a supplier (developer) account, which allows you access to the supplier dashboard and enables you to view all sales made by KodePay and the payments due to you for product sales;
  • During the term of the agreement, through the KodePay checkout payment service, KodePay acts as a non-exclusive distributor of the product connecting you with buyers, enabling buyers to download/access/use your product (as applicable);
  • Order support, and responsible for transaction services between you, KodePay, and consumers, such as refunds, dispute resolution, etc.

3. Ownership and License Grant

During the term of this agreement, we grant you a non-exclusive and non-transferable right and license to access and use the supplier dashboard and supplier account, solely to the extent necessary for receiving services and fulfilling the obligations under this agreement. During the term of this agreement, we grant you a non-exclusive and non-transferable right and license to place the current KodePay trademarks or logos on your website for the purpose of KodePay transactions.

You hereby grant KodePay a non-exclusive and non-transferable right and license to directly sell products and facilitate the acquisition of products for buyers during the term of this agreement.

You hereby grant KodePay a non-transferable (except in connection with a transfer related to this agreement), non-exclusive right to use the trademarks for the provision of services, and agree to indemnify KodePay against any claims for any infringement of third-party rights due to our appropriate use of trademarks under this license. KodePay shall not attach any additional trademarks, service marks, or trade names to any product, nor use the trademarks as part of its own trademarks, service marks, or trade names, nor in any other way imply an association with you beyond what is stipulated in this agreement.

KodePay agrees and undertakes the following:

  • Not to modify the product or create derivative works thereof;
  • Not to merge the product with other software or services;
  • Not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the product (if applicable);
  • Not to disclose any test results or related data on the product to third parties without your prior written consent (if applicable);
  • Not to otherwise use, copy, or distribute the product unless expressly permitted by this agreement.

4. Services Fees

The fees are listed on the KodePay pricing page, unless otherwise agreed in writing between you and KodePay. KodePay can modify fees at any time. If KodePay modifies the fees for the services you are currently using, KodePay will notify you at least 30 days before the modified fees apply to you.

Cost responsibility: Users are responsible for all fees incurred by their account, and Kodepay will charge transaction fees to users.

Tax: All applicable fees do not include applicable country, province, state, local or other taxes ("taxes"). Users are responsible for all applicable taxes, and they will pay Kodepay's service fees without any reduction due to taxes.

Payouts: Kodepay will accumulate and withhold the payment amount until it reaches at least US$100 or the minimum withdrawal amount set by the user in Kodepay account settings.

Payouts: The User can request for payout in the backend of Kodepay. Upon approval, Kodepay will process the payment via PayPal or direct bank transfer as per User’s preference. The User is responsible for any fees that their bank or financial institution may charge for receiving money.

User Refund: If there is a refund or dispute regarding payments processed through Kodepay services, Kodepay will respond to the user's dispute on your behalf when applicable. The user agrees to provide any necessary information required by Kodepay to resolve such disputes.

5. Collection of Fees

You must pay, or ensure that KodePay is able to collect, Fees and other amounts you owe under this Agreement when due. KodePay may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with KodePay or any of its Affiliates, from your KodePay Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your KodePay Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with KodePay or any of its Affiliates, or if KodePay is unable to collect amounts due from your KodePay Account balance, then KodePay may, to the extent Law permits, deduct, recoup or setoff those amounts from: 

  • (a) if established and applicable, each Reserve;
  • (b) funds payable by KodePay or its Affiliate to you or your Affiliate;
  • (c) if established, each User Affiliate Reserve; each User Bank Account; and
  • (d) the KodePay account balance of each KodePay account that KodePay determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, KodePay may deduct, recoup or setoff an amount equal to the amount owed (using KodePay’s conversion rate) together with any fees KodePay incurs in making the conversion.

6. Fee Changes

KodePay reserves the right to modify the fee at its own discretion at any time. KodePay will notify you in advance of any cost changes within a reasonable time, so that you have the opportunity to terminate the agreement before the cost changes take effect.

If you continue to use the service after the fee change takes effect, it means that you agree to pay the modified fee.

7. Risk Management and Refund Services

Risk Management: KodePay will perform risk management on each transaction to mitigate potential losses from fraudulent activities to users and KodePay. In the event a transaction is flagged as high-risk, KodePay may conduct additional checks on the transaction which could result in a delay or cancellation of the transaction.

Refunds and Payment Disputes: In the event of a payment dispute or a refund request, KodePay will handle these matters on behalf of the user. The user agrees to cooperate with KodePay in providing all necessary information required to resolve such issues.

Fees for Refunds and Payment Disputes: The handling of payment disputes and refunds may require additional time and resources. Therefore, a service fee will be charged by KodePay each time such an issue is handled. The specific amount of the fee will be clearly indicated in the KodePay pages.

8. Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.

You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Service, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.

9. Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

10. Intellectual Property

The Service and all contents, including but not limited to text, images, graphics or code are the property of KodePay and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of KodePay or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

11. Links To Other Web Sites

The Service may contain links to third-party web sites or services that are not owned or controlled by KodePay.

KodePay has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that KodePay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

12. Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

13. Indemnification

You agree to indemnify, defend and hold harmless KodePay, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands.

These include but are not limited to: (a) legal and accounting fees resulting from your use of the Service; (b) your breach of any of these Terms; (c) anything you post on or upload to the Service; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Service using your account whether such access is obtained via fraudulent or illegal means.

14. Limitation Of Liability

KodePay, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iiv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

15. Disclaimer And Non-Waiver of Rights

KodePay makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Hong Kong.

KodePay its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and KodePay chooses not to immediately act, or chooses not to act at all, KodePay will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. KodePay does not waive any of its rights. KodePay shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

16. Exclusions

As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

17. Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Hong Kong, as applicable.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

18. About Security

KodePay is a SaaS tool that provides App database services. We place a great emphasis on the safety and privacy of our users and have taken multiple security measures to protect their privacy and data security. The following are our security terms:

  • Payment Security: We use reliable third-party payment service providers such as PayPal and Stripe to ensure that your payment information is protected. We do not store any payment information to ensure that your account is not compromised.
  • Browsing Security: Our platform uses HTTPS encryption protocol to ensure browsing security. We also provide browser extension programs to help you better protect your privacy and data security.
  • Data Privacy: Our privacy policy explains in detail how we collect, use, and protect your data. We do not sell or share your data unless it is necessary to provide you with services or comply with legal requirements.
  • Security Testing: We regularly perform security testing and vulnerability scanning to ensure that our platform and services always maintain the highest security standards.
  • User Account Security: We recommend that you change your password regularly and use a strong password to protect your account security. If you suspect that your account has security issues, please contact us promptly.

We are committed to providing secure and reliable services that protect your privacy and data security. We continuously improve and strengthen our security measures to ensure that our platform and services always maintain the highest security standards.

19. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.