HandCash Connect SDK

Services Agreement

This HandCash Connect Services Agreement (the “HandCash Connect Agreement”) is an agreement between the legal entity (including sole proprietors) that was identified by you on the HandCash Connect Services registration page (“you”) and HandCash, S.L. (“HandCash”) a Spanish limited liability company with NIF (tax ID number) B-88154141. Your integration and use of the HandCash Connect Services with your app and/or platform (“Platform”) is subject to your acceptance of: i) the terms and conditions within this HandCash Connect Agreement; and ii) the HandCash Wallet Terms of Service (the “HandCash ToS”).

By integrating and using the HandCash Connect Services, you expressly agree to the terms and conditions of this HandCash Connect Agreement, the HandCash ToS, and any updates or modifications to either of those documents made from time to time by HandCash.

We use a number of defined terms in this HandCash Connect Agreement. The products and services that you provide through your Platform, regardless of whether or not fees are charged, are referred to as “Platform Services”. Your agreement with your users for the provision of the Platform Services is “Your User Agreement”, and your users are “Platform Merchants” until they have a HandCash Account that has onboarded to your Platform via the HandCash Connect Services, at which point they become “Connected Accounts”. Actions submitted by or on behalf of Connected Accounts using the HandCash Connect Services are referred to as “Activity”. “Connected Account Data” refers to data about Connected Accounts, Activity on their HandCash Accounts, and their Transactions. For other capitalized terms not defined in this HandCash Connect Agreement (either in-line or by hyperlink), any applicable definitions are set out in the HandCash ToS.

You represent to HandCash that all of the information you provide to us is accurate and complete, and that you are authorized to agree and to bind your organization to this HandCash Connect Agreement.

1. Relationship to Other Agreements

This HandCash Connect Agreement contains terms and conditions relating to your use of the features of the HandCash Connect Services. This HandCash Connect Agreement supplements the HandCash ToS and which is incorporated into this HandCash Connect Agreement by reference. To the extent that there is a conflict between the HandCash ToS and this HandCash Connect Agreement related to the HandCash Connect Services, this HandCash Connect Agreement will prevail. Nothing in this HandCash Connect Agreement alters the terms and conditions of the HandCash ToS as they apply to your use of the Services for your own purposes (such as to receive payment for goods or services you provide).

2. The HandCash Connect Services — Your Platform

HandCash Connect Services allows you to integrate HandCash Connect into your Platform for the purposes of having your Platform Users authenticated and connected (“Connected Accounts”). You may conduct Activity on behalf of your Connected Accounts, provided that you do so in accordance with this HandCash Connect Agreement and Your User Agreement. You must ensure that you clearly and prominently explain to Connected Accounts the nature of the Platform Services and the Activity that you will conduct on their behalf.

HandCash has a direct contractual relationship with each Connected Account and provides Services directly to each Connected Account. Connected Accounts may choose to use the Services outside of their relationship with you.

You consent to HandCash’s disclosure of information about you and your Platform to Financial Services Providers, Payment Method Providers and HandCash’s service providers to facilitate the provision of the HandCash Connect Services and Services to you and to the Connected Accounts. You also affirm that you have obtained all necessary rights and consents under applicable law to disclose to HandCash — or allow HandCash to collect, use, retain, and disclose — any information that you provide to us or authorize us to collect, including information that we may collect directly using cookies or other similar means. For more information regarding HandCash’s use of data, please review HandCash’s Privacy Policy.

3. Your Obligations

4. Onboarding Connected Accounts

You are solely responsible for the selection of your onboarding mechanism for Connected Accounts, which may include assisting with the creation of a HandCash Account or integrating an existing HandCash Account with your Platform. Regardless of the onboarding and integration mechanism that you select, you must always take all reasonable steps to ensure that your Connected Accounts do not use Services in violation of this Agreement.

You are solely responsible for ensuring that each Connected Account expressly agrees to comply with the terms of this Agreement. You must ensure that Connected Accounts agree to the this Agreement in a manner that clearly evidences their acceptance and makes clear that HandCash is providing Services to them subject to the HandCash Connect Services.

5. Screening

To the extent that you become aware of a Connected Account being engaged in any fraudulent, unlawful, deceptive or abusive activity, you must promptly notify HandCash. Once notified by you, HandCash will use commercially reasonable efforts to promptly determine whether to terminate or suspend any such account’s access to the Services.

6. Connect Pricing and Platform Fees

All fees charged by HandCash will be reflected in your HandCash dashboard. HandCash may deduct service and transaction (network) fees (“Fees”) from your HandCash Account balance and from the HandCash Account balances of your Connected Accounts. Fees may be applied on a per transaction basis, or aggregated over a period of time, as described in your HandCash dashboard.

You are solely responsible for communicating any use, recurring, or application fees charged to Connected Accounts for their use of Platform Services (“Platform Fees”) and you must clearly communicate any Platform Fees to Connected Accounts prior to imposing such fees.

7. Indemnification

In addition to indemnification obligations under the HandCash ToS, you agree to defend, indemnify, and hold harmless HandCash, Financial Services Providers, Payment Method Providers, and their respective employees and agents (each a “Disclaiming Entity”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of this HandCash Connect Agreement; (b) any disputes between you and Connected Accounts, including those arising from use of Connected Account Data or Activity by you, your employees, or your agents, whether for you or a Connected Account; or (c) your use of the HandCash Connect Services in a manner that is illegal or inconsistent with the HandCash Connect Services documentation.

Where a Connected Account was created as part of a custom or express onboarding process, you also agree to defend, indemnify, and hold harmless all Disclaiming Entities from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (d) Activity on the Connected Account, whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims, fines associated with such Activity, or use of the Services in a manner prohibited under this HandCash Connect Agreement or the the HandCash Connect Servicesed Account Agreement); (e) any inaccurate or incomplete information provided to HandCash as part of the onboarding of the Connected Account; and (f) for custom onboarding, your failure to acquire binding acceptance of this Agreement from any Connected Account.

HandCash agrees to defend, indemnify, and hold you harmless from and against any claim, suit, demand, action, or proceeding instituted by a non-affiliated third party to this HandCash Connect Agreement to the extent that such arises out of the HandCash Connect Services infringing the third party’s intellectual property rights.

8. Representations and Warranties

In addition to the representations and warranties of the HandCash ToS, you represent and warrant to HandCash that you will (a) obtain authorization from the Connected Account for all Activity initiated on its behalf, and for the use of any Connected Account Data obtained through or used with the HandCash Connect Services, by you, your employees, and your agents; (b) dutifully comply with the onboarding obligations described in this HandCash Connect Agreement; and (c) not use the HandCash Connect Services or knowingly permit the use of Services by Connected Accounts in a manner that is fraudulent, unlawful, deceptive or abusive.

To the maximum extent permitted by law, except as expressly provided in this HandCash Connect Agreement, HandCash provides the HandCash Connect Services to you on an “as is” “as available” basis, without any warranties, express, implied, or statutory.

9. Limitations of Liability

HandCash is not responsible for and disclaims all liability for your, your employees’, and your agents’ (a) acts or omissions in providing Platform Services to your Platform Merchants (including Connected Accounts), which includes delivery of goods or services to your Platform Merchants’ customers or any other third parties, or properly describing Platform Services; (b) compliance with applicable laws and obligations related to your offering or providing Platform Services; and (c) providing customer service, notifications, receipts, handling refunds or consumer complaints, or taking other actions related the Platform Service.

In no event will a Disclaiming Entity be liable for any lost profits, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to this HandCash Connect Agreement or the HandCash Connect Services, including the use of, inability to use, or unavailability of the HandCash Connect Services or the Services.

The Disclaiming Entities have no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from use of the HandCash Connect Services or the Services; (b) damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to, or use of, the HandCash Connect Services, including any unauthorized access to or use of third-party servers used in connection with the HandCash Connect Services or the Services and/or any personal information stored therein; (c) interruption or cessation of the HandCash Connect Services; (d) software bugs, viruses, trojan horses, or other harmful code that may be transmitted to or through the HandCash Connect Services; (e) errors, inaccuracies, or omissions of information, or any damages or losses incurred as a result of such errors inaccuracies or omissions, resulting from the use of the HandCash Connect Services; (f) information that is transmitted using the HandCash Connect Services that is defamatory, offensive, or illegal; and/or (g) conduct of any third party.

Without limiting the foregoing provisions of this Section 9, the Disclaiming Entities’ cumulative liability to you in connection with the HandCash Connect Services (including under this HandCash Connect Agreement) will be limited to direct damages and in all events will not exceed in the aggregate the amount of fees paid by you to HandCash during the three (3) month period immediately preceding the event giving rise to the claim for liability.

This limitation of liability section applies to the maximum extent permitted by law, and applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence, product liability, or otherwise), strict liability, or any other basis. The limitations apply even if the Disclaiming Entities have been advised of the possibility of such damage.

10. Other General Legal Terms