These Terms of Service are a comprehensive working draft prepared for review and approval by qualified legal counsel. They must not be treated as a substitute for legal advice.
Before publication, all bracketed information must be completed, and counsel must confirm that these Terms accurately reflect Outpay’s technical architecture, pricing, supported jurisdictions, regulatory obligations, privacy practices, and business model.
Outpay is a product operated and listed under Adelecte, registered in Tamil Nadu, India (“Adelecte,” “Outpay,” “we,” “us,” or “our”).
Outpay provides non-custodial software that allows businesses to create cryptocurrency checkout sessions, display payment instructions, detect supported blockchain transactions, verify payment conditions, and receive payment-status notifications.
These Terms govern access to and use of:
collectively, the “Services.”
These Terms apply to:
A Merchant and a Payer may each be referred to as “you.”
By creating an account, clicking an acceptance button, accessing the dashboard, generating a checkout, using an Outpay API or integration, submitting a blockchain transaction through an Outpay checkout, or otherwise accessing or using the Services, you:
If you use the Services for a company, organization, partnership, sole proprietorship, or other entity, you represent that you have authority to bind that entity. In that case, “you” includes both you and that entity.
If you do not agree to these Terms, you must not access or use the Services.
You may use the Services only if:
Merchant accounts are intended primarily for business, commercial, or professional use. You must not misrepresent personal activity as business activity or create an account for another person without authorization.
Outpay is a technology provider. Unless expressly stated in a separate written agreement, Outpay is not:
Outpay does not determine whether a Merchant has delivered goods or services, whether those goods or services conform to their description, or whether a Payer is entitled to a cancellation, refund, replacement, or other remedy.
The Merchant—not Outpay—is solely responsible for its commercial relationship with each Payer.
Outpay currently operates as a non-custodial checkout and blockchain-payment verification service.
Supported digital assets are transferred directly from a Payer-controlled wallet to a Merchant-designated wallet. Outpay does not ordinarily:
A Merchant is solely responsible for selecting, controlling, securing, and maintaining its receiving wallet.
A Payer is solely responsible for controlling and securing the wallet used to initiate payment.
Outpay will never require a wallet seed phrase or private key. Anyone requesting such information while claiming to represent Outpay should be treated as potentially fraudulent.
Merchants may be required to create an account to access certain Services.
You must:
You are responsible for all actions performed through your account, including actions by team members, contractors, applications, integrations, or persons using your credentials.
Outpay may treat instructions received through your authenticated account or API credentials as authorized instructions.
Outpay is not responsible for losses caused by compromised credentials, shared credentials, insecure devices, malicious browser extensions, phishing, social engineering, malware, unauthorized team members, or failure to follow reasonable security practices.
Each Merchant is solely responsible for:
A Merchant must not represent that Outpay:
Any purchase, subscription, donation, invoice, or other underlying transaction is directly between the Merchant and the Payer.
The Merchant is solely responsible for:
Outpay has no obligation to intervene in a Merchant–Payer dispute.
A Payer must review the Merchant’s identity, product terms, wallet information, refund policy, and transaction details before making payment.
A checkout session may contain:
A checkout session is not a guarantee that:
Merchants must verify checkout configuration before making it available to Payers.
Payers must independently verify payment details in their wallet before authorizing a transaction.
Outpay supports only the digital assets, blockchain networks, token contracts, wallet formats, and transaction types expressly identified as supported in the applicable checkout or documentation.
An asset with the same or a similar name, ticker, logo, or symbol is not necessarily a supported asset.
Payments may not be recognized if they are:
Outpay may add, remove, suspend, or modify support for any asset or network at any time.
By using the Services, you acknowledge that blockchain transactions involve significant technical, operational, legal, and financial risks, including:
You accept these risks and are solely responsible for determining whether a blockchain transaction is suitable for you.
A stablecoin’s name, intended peg, historical performance, or issuer representations do not guarantee that it will maintain a particular value.
Outpay does not guarantee:
A Merchant bears the risk that a supported asset changes in value before, during, or after payment.
Outpay may use blockchain nodes, RPC providers, webhook providers, indexers, internal databases, third-party services, and other technical systems to detect transactions.
Payment statuses are technical and informational indicators only. They do not constitute:
Payment detection may be delayed, incomplete, duplicated, inaccurate, or unavailable.
Merchants must independently confirm material or high-value transactions before delivering irreversible goods or services.
Outpay may apply confirmation thresholds or other internal criteria before marking a transaction as paid or confirmed.
These criteria may vary based on:
A transaction marked “paid,” “confirmed,” “completed,” or similar may still be affected by a blockchain reorganization, protocol failure, issuer action, or other event outside Outpay’s control.
Outpay may revise a payment status if later information indicates that the original status was inaccurate or no longer reliable.
Outpay does not guarantee automatic resolution of:
The Merchant is responsible for deciding how these situations will be handled.
Outpay is not required to recover, redirect, return, reconcile, or compensate for an incorrect payment.
Because Outpay does not custody Merchant funds, Outpay generally cannot issue, compel, cancel, reverse, or guarantee a refund.
Refunds must ordinarily be sent by the Merchant from a wallet controlled by the Merchant.
The Merchant is solely responsible for:
A refunded asset may have a different fiat value from the original payment. Neither party is entitled to compensation from Outpay for price changes, network fees, or exchange-rate differences.
Use of the Services may be subject to transaction fees, subscription fees, usage fees, minimum fees, implementation fees, or other charges described on the pricing page, checkout, order form, dashboard, or separate agreement.
Unless otherwise stated:
You authorize Outpay and its billing providers to charge the payment method associated with your account for applicable fees.
You are responsible for taxes, duties, levies, withholdings, and government charges associated with your use of the Services, excluding taxes imposed on Adelecte’s net income.
Outpay does not provide legal, tax, accounting, investment, financial, or regulatory advice.
Digital-asset payments may create tax, accounting, reporting, valuation, or record-keeping obligations.
Merchants and Payers are responsible for:
Outpay-generated records are provided for convenience and may not satisfy legal, accounting, or tax requirements.
Outpay may, where reasonably necessary or legally required:
You must provide requested information accurately and promptly.
Outpay may suspend or terminate access if information is incomplete, inconsistent, misleading, unverifiable, or presents unacceptable legal, regulatory, sanctions, fraud, reputational, or security risk.
Outpay is not required to disclose confidential risk models, screening criteria, legal requests, investigation methods, or the reason for a restriction where disclosure is prohibited or could undermine security or compliance controls.
You represent and warrant that neither you nor, where applicable, your beneficial owners, directors, managers, employees, agents, customers, counterparties, or controlled wallets are:
You must not use VPNs, proxies, intermediaries, shell entities, wallet-hopping, mixers, obfuscation services, or other methods to circumvent geographic, sanctions, compliance, or risk restrictions.
Outpay may block or restrict access without prior notice where necessary to address sanctions, export-control, security, or legal risk.
You must not use the Services in connection with activity that is illegal, fraudulent, deceptive, abusive, harmful, or prohibited by an Outpay policy.
Prohibited activity includes, without limitation:
Certain industries may be restricted or require prior written approval even when not unlawful.
The Prohibited Businesses Policy forms part of these Terms and may contain additional restrictions.
Merchants may submit names, logos, product descriptions, pricing, images, metadata, customer references, support details, and other content (“Merchant Content”).
You retain ownership of your Merchant Content.
You grant Outpay a worldwide, non-exclusive, royalty-free licence to host, reproduce, process, transmit, display, modify for technical formatting, and otherwise use Merchant Content as necessary to:
You represent that you have all rights and permissions required to provide Merchant Content.
You must not place passwords, private keys, seed phrases, government identification numbers, payment-card data, health information, biometric information, or unnecessary sensitive personal information in checkout metadata or API fields.
Our collection and use of personal information is described in the Outpay Privacy Policy.
Blockchain networks are generally public. Wallet addresses, transaction amounts, token contracts, transaction hashes, timestamps, and other blockchain data may be permanently visible to the public.
Blockchain data may allow third parties to associate transactions, wallets, identities, and commercial activity.
Outpay cannot erase, modify, or restrict public blockchain records.
Merchants are independently responsible for providing legally required privacy notices and establishing a lawful basis for collecting and processing customer information.
Outpay may provide APIs, SDKs, documentation, webhooks, test environments, and integration tools.
You must:
You must not:
Outpay may rotate credentials, modify endpoints, impose limits, deprecate versions, or suspend integrations.
Webhooks, emails, dashboard updates, and other notifications may be delayed, duplicated, delivered out of order, blocked, or not delivered.
Merchants must not rely exclusively on a single notification channel for critical decisions.
Merchants are responsible for:
Outpay is not liable for fulfilment errors caused by a Merchant’s webhook, integration, automation, or business logic.
The Services may depend on or link to third-party products, including:
Outpay does not control and is not responsible for third-party services.
Third-party services may change, fail, discontinue functionality, impose restrictions, experience security incidents, or provide inaccurate data.
Your use of a third-party service may be governed by separate terms.
The Services are provided on an “as available” basis.
Outpay does not guarantee:
Outpay may perform maintenance, modify functionality, impose limits, suspend features, discontinue services, or change technical requirements.
No service-level agreement applies unless expressly included in a separate written agreement signed by Adelecte.
Features labelled beta, preview, experimental, test, early access, development, or similar may be incomplete, unstable, inaccurate, or discontinued without notice.
You use such features at your own risk.
Beta features must not be used for high-risk, safety-critical, legally regulated, or production-critical activity unless expressly approved in writing.
Outpay may implement reasonable technical and organizational safeguards, but no system is completely secure.
Outpay does not guarantee that:
You are responsible for maintaining your own backups, incident-response procedures, wallet security, authentication security, access controls, and business-continuity plans.
You must promptly report suspected security vulnerabilities to legal@outpay.tech and must not publicly disclose a vulnerability before Outpay has had a reasonable opportunity to investigate and remediate it.
Outpay may maintain service logs, transaction observations, checkout records, API records, webhook records, authentication records, compliance records, and other operational information.
Such records may be incomplete or affected by technical limitations.
Outpay may request reasonable records from a Merchant to investigate:
Merchants must maintain records sufficient to demonstrate the legality and fulfilment of their transactions.
The Services, including software, designs, interfaces, documentation, trademarks, logos, databases, text, graphics, and other materials, are owned by Adelecte or its licensors and are protected by applicable intellectual-property laws.
Subject to these Terms, Outpay grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for their intended purpose.
You must not:
All rights not expressly granted are reserved.
If you provide suggestions, ideas, feature requests, or other feedback, you grant Adelecte a worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable right to use and commercialize that feedback without restriction or compensation.
Outpay may restrict, suspend, or terminate your access immediately where reasonably necessary because of:
Where practicable and legally permitted, Outpay may provide notice and an opportunity to remedy a breach. Outpay is not required to provide advance notice in urgent, security-sensitive, sanctions-related, fraudulent, or legally restricted situations.
You may stop using the Services at any time and may request account closure through the available account controls or support channels.
Termination does not:
To the maximum extent permitted by applicable law, the Services are provided “as is,” “as available,” and “with all faults.”
Adelecte disclaims all express, implied, statutory, and other warranties, including warranties of:
Adelecte does not warrant that:
No oral or written statement creates a warranty unless expressly included in a written agreement signed by Adelecte.
You knowingly and voluntarily assume all risks associated with:
You are responsible for evaluating these risks and obtaining independent legal, tax, financial, accounting, cybersecurity, and technical advice.
To the maximum extent permitted by applicable law, you release Adelecte and its proprietor, affiliates, employees, contractors, representatives, licensors, and service providers from claims arising from:
This release does not apply where prohibited by law.
To the maximum extent permitted by law, each Merchant agrees to defend, indemnify, and hold harmless Adelecte and its proprietor, affiliates, employees, contractors, representatives, licensors, and service providers from claims, proceedings, investigations, losses, liabilities, damages, penalties, fines, judgments, settlements, costs, and reasonable legal fees arising from or relating to:
Outpay may control the defence and settlement of an indemnified matter. The Merchant must reasonably cooperate and must not settle a claim in a manner that admits liability or imposes obligations on an Outpay-protected party without written consent.
To the maximum extent permitted by applicable law, Adelecte and its proprietor, affiliates, employees, contractors, representatives, licensors, and service providers will not be liable for:
regardless of the legal theory and even if advised that such loss was possible.
To the maximum extent permitted by applicable law, the total aggregate liability of Adelecte and all related protected parties for all claims arising from or relating to the Services or these Terms will not exceed:
whichever is greater.
For a Payer who has paid no fee directly to Adelecte, aggregate liability will not exceed US$100.
The limitations in these Terms apply collectively to all claims and will not increase because more than one claim, claimant, event, legal theory, or protected party is involved.
Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.
To the extent permitted by law, any claim by a Merchant arising from or relating to the Services or these Terms must be commenced within twelve months after the Merchant knew or reasonably should have known of the events giving rise to the claim.
Claims not commenced within that period are permanently barred.
This section does not apply where a mandatory law requires a longer limitation period.
Adelecte is not liable for delay, interruption, failure, or loss caused by events beyond its reasonable control, including:
For Merchants and other persons using the Services for business or commercial purposes, these Terms are governed by the laws of India and the laws applicable in Tamil Nadu, India, without regard to conflict-of-laws principles.
The parties will first attempt in good faith to resolve a dispute by written notice and negotiation for at least thirty days.
Subject to mandatory applicable law, the courts located in Coimbatore, Tamil Nadu, India will have exclusive jurisdiction over disputes arising from or relating to these Terms or the Services.
If you are legally considered a consumer, nothing in these Terms deprives you of mandatory rights, remedies, limitation periods, jurisdiction, or venue protections that cannot lawfully be waived.
Adelecte may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, security, systems, or users.
You consent to receive agreements, disclosures, notices, invoices, security alerts, and other communications electronically.
Outpay may provide notice through:
You are responsible for maintaining a current email address and reviewing notices.
Legal notices to Adelecte must be sent to legal@outpay.tech.
General support requests may be sent to legal@outpay.tech.
Legal complaints may be sent to legal@outpay.tech.
Where legally required, consumer or grievance-related complaints may be directed to:
Grievance Officer: Tharun Pranav Sakthivel Email: legal@outpay.tech
Merchants remain responsible for handling complaints regarding their own goods, services, fulfilment, billing, and refunds.
Outpay may update these Terms to reflect:
The revised Terms will identify the date of the latest update.
Where reasonably appropriate, Outpay will provide advance notice of material changes. Changes required for legal, compliance, security, fraud-prevention, or technical reasons may take effect immediately.
Continued use of the Services after revised Terms become effective constitutes acceptance of those Terms.
If you do not agree to a revision, you must stop using the Services.
You may not assign or transfer these Terms, your account, or your rights under these Terms without Adelecte’s prior written consent.
Adelecte may assign or transfer these Terms in connection with a restructuring, incorporation, merger, acquisition, financing, sale of assets, transfer of the Outpay business, or operation by a successor entity.
These Terms, together with incorporated policies and any applicable order form or separate written agreement, constitute the entire agreement concerning the Services.
If documents conflict, the following order applies unless expressly stated otherwise:
If any provision is held unlawful, invalid, or unenforceable, it will be enforced to the maximum extent permitted and modified only as much as necessary.
The remaining provisions will remain in effect.
A failure or delay by Adelecte to enforce a provision is not a waiver.
A waiver is effective only if in writing and applies only to the specific matter identified.
Except for persons expressly protected by the indemnity, release, warranty-disclaimer, and liability provisions, these Terms do not create enforceable rights for third parties.
These Terms do not create a partnership, franchise, employment, agency, fiduciary, joint-venture, or exclusive relationship.
Neither party may bind the other without written authorization.
Headings are for convenience only.
“Include,” “includes,” and “including” mean “including without limitation.”
The singular includes the plural and vice versa where context permits.
Any ambiguity will not automatically be interpreted against the party that drafted the Terms.
The controlling language of these Terms is English.
Any translation is provided for convenience only. To the extent permitted by applicable law, the English version controls in the event of inconsistency.
Provisions that by their nature should survive termination will survive, including provisions concerning:
Outpay is a product of Adelecte.
Legal operator: 41, Thavasi Nagar Coimbatore - 641025 India
Contact: legal@outpay.tech