These Terms of Use 

This agreement (‘Alpha Terms’) governs your use of @Pay’s Alpha Test App (“Test App”), including trials or pilots for new products or changes to existing product features, that @Pay Pty Ltd and/or AtPay Trading Pty Ltd (‘@Pay’, ‘We’ or ‘Us’) may offer from time to time on the @Pay Website, or Mobile Application (‘Alpha services’).

By using the @Pay Alpha services, you will be deemed to have agreed to these Alpha Terms. If you are unclear about anything in this document, or if you do not agree to any of its terms, you should not use the Test App and/or the Alpha Services.

Applicable Service Terms

We have developed the Alpha version for testing and to allow our community the ability to play around with the Test App so you can provide feedback on the Test App’s look, feel, features, services and functionality. You are not obliged to use the Test App. If you do, your use of the Test App and the Alpha Services are governed by these Alpha Terms, and by the following applicable service terms.  The Test App and the Alpha Services are simulated within a testing environment and not representative of the live environment or any live or real transaction.

Use of any Alpha Services, is governed by these Terms of Use, our Privacy Policy and Disclaimer. 

By accepting these Terms of Use you agree and represent that: 

• you would like to participate in the Alpha version of certain Alpha Services;
• you and any members of your household are not employed by any competitor of @Pay; 
• you do not work or consult for any competitor of @Pay or the Alpha Services or any other services @Pay will be offering, but has not yet been integrated into the Test App; and
• you are not otherwise employed by a company engaged in any product development that would compete with @Pay or the Alpha Services or any other services @Pay will be offering, but has not yet been integrated into the Test App. 

Alpha Test Participation

As the Test App is an Alpha version and still in a testing phase, it is likely to contain errors. In addition to the disclaimers in these Terms of Use and our Disclaimer, you agree that the Test App is provided “AS IS” and “AS AVAILABLE.” You understand and agree that we may change, withdraw, terminate your access to, testing of and/or use of, or discontinue the Test App (or any portion thereof) at any time and in our sole discretion, with or without notice to you. Further, you acknowledge, agree and understand that the Test App and the Alpha Services are simulated within a testing environment and not representative of the live environment or any live or real transaction. During the term of these Terms of Use, you will use commercially reasonable efforts to provide suggestions, comments or ideas and report issues or problems related to your use of the Test App (collectively, “feedback”) to us in a timely basis or as otherwise agreed between the parties in writing (email will suffice). You agree not to disclose feedback to any third party and hereby assign to us all right, title and interest in and to any feedback, without any right to compensation or other obligation from us.

Term and Termination

By agreeing and complying with these Terms of Use, we grant you a non-exclusive, revocable, non-transferable, limited licence to use the Test App and Alpha Services.  services.

These Terms of Use will remain in effect for as long as you use the Test App and/or the Alpha Services. We reserve the right to modify, suspend or terminate provision of our Alpha Services, and/or your use of any Alpha Service at any time, without notice, at our sole discretion.

License Restrictions; Disclaimer

• License Restrictions 
  • As an Alpha Tester of the Test App you will not (and will not allow any third party to): 
  • (i) remove, alter, or obscure any proprietary notices contained on or within the Test App or any documents containing feedback from Alpha Testers; 
  • (ii) modify, reverse compile, reverse assemble, or reverse engineer all or any portion of the Test App or any documents containing feedback from Alpha Testers; 
  • (iii) distribute, disclose, market, rent, lease, license, sell, or otherwise transfer the Test App or any documents containing feedback from Alpha Testers to any third party; 
  • (iv) modify, incorporate into or with other software, or create a derivative work of any part of the Test App or any documents containing feedback from Alpha Testers; 
  • (v) disclose the results of any documents containing feedback from Alpha Testers and any performance benchmarks to any third party without @Pay’s prior written consent; or 
  • (vi) use any documents containing feedback from Alpha Testers as a primary storage or networking solution or for production or commercial purposes. An Alpha Tester shall have no right to transfer, sublicense, or otherwise distribute the Test App or any documents containing feedback from Alpha Testers to any party without the prior written consent of @Pay.

Disclaimer 

As an Alpha Tester you understand, agree and acknowledge that the Test App is an Alpha test version and:

• (i) is in a testing environment and does not facilitate live transactions and your interactivity with the App only produces dummy and testing data and does not represent real world functionality;
• (ii) the Test App contains limited features, functions and services;
• (iii) you will view features, functions and services that are still in the testing phase; 
• (iv) features, functions and services on the Test App are in a testing environment and not representative of the live environment; 
• (v) is not at the level of performance or compatibility of a final live product offering; and 
• (vi) the Test App and/or Alpha Services may not operate correctly and may be substantially modified at any time at our discretion. 

In no event will @Pay be liable for any damage whatsoever arising out of the use of or inability to use the Test App and/or the Alpha Services (including, without limitation, loss of data), even if @Pay has been advised of the possibility of such damages.  

Regulation 

As an Alpha Tester you understand, agree and acknowledge that the Test App and Alpha Services are currently in the testing phase and environment and is limited to facilitating test (‘dummy’) transactions. The @Pay App’s ability to conduct ‘live’ transactions or allowing users to hold digital currencies is subject to regulatory approvals. The @Pay App will only facilitate ‘live’ transactions and allow the holding of digital currencies once regulatory approval and registration is granted to @Pay. 

Ownership 

All right, title, and interest in and to the Test App, Alpha Services and all intellectual property rights associated with the Test App and Alpha Services, including, without limitation, any improvements, modifications, and enhancements made thereto, are and shall remain in @Pay. Except for those rights expressly granted to you as an Alpha Tester  n clause 5 of these Terms of Use, no other rights are granted, either express or implied, to an Alpha Tester hereunder.

@Pay’s Alpha Test App Services

• 7.1 The @Pay Alpha Test App (“Test App”) is in a testing environment and does not facilitate live transactions and your interactivity with the App only produces dummy and testing data and does not represent real world functionality.  
• 7.2 When using the Test App you will view features, functions and services that are still in the testing phase. These features, functions and services include, but may not be limited to the following:

Sign-up process

The sign-up process to use the Test App, is a two-step process. During the first step you will be required to provide the following information: 

1. name and surname;
2. Date of birth;
3. Email Address;
4. Mobile telephone number; and
5. Residential address. 

@Pay will collect, store and may use this information for marketing and business development purposes and will do so in accordance with its Privacy Policy.  

During the second step of the sign-up process requiring you to undertake the Know Your Customer (“KYC”) process, this process is simulated within in a testing environment and not representative of the live environment. You will not be required to provide or upload any documents or information as part of this process.  The documents and information required as part of the simulated KYC process is pre-provided and isn’t real, associated with you or any other person. Any likeness to any person is purely coincidental. 

Transaction history

The transaction history section of the Test App is simulated within a testing environment and not representative of the live environment or any live or real transaction. The transaction history is a combination of simulated and dummy transactions performed within the Test App environment by either yourself or @Pay developers. 

Wallet

The integrated wallet in the Test App is inactive and within in a testing environment and not representative of the live environment. You are unable to deposit or withdraw any form of funds whether it be fiat currency or digital currency. 

The currency held in the wallet:

• (i) isn’t real or live currency;
• (ii) has no real value; 
• (iii) has been assigned a dummy value of 1 to 1 SOL;
• (iv) can only be used within the test environment for test transactions;
  • can’t be redeemed, swapped or transferred for any real World value, other currency (fiat or digital) or used for a real World transaction. 

@Pay Marketplace

The @Pay Marketplace in the Test App is inactive and only functions as a test marketplace within in a testing environment and not representative of the live environment. The purpose of the test marketplace is to provide examples of how a fully integrated merchant would work within the App and to test onboarding, purchase flows, functionality of the marketplace and dummy transactions. The merchants on the marketplace are inactive, not live and not real World merchants. When navigating throughout the @Pay marketplace you will be able to:

1. click on a merchant and be re-directed to a merchants demo or dummy online store or website;
2. conduct a dummy/test purchase/transaction of a good or service, but the transaction isn’t real or live and you will not be purchasing or receiving the good or service. 

Stability of Alpha Services

Alpha testing or Alpha Services by their nature are meant for testing purposes, which means they may not work as expected, may have errors, or may cause unintended behaviour. We do not promise continuous, non-interrupted or fault free delivery of the Test App or the Alpha Services. Your use of the Test App and/or the Alpha Services is on an ‘as is’ or ‘as available’ basis. In particular, your use of the Test App and/or the Alpha Services may be impacted or interrupted at any time due to:

1. errors, bugs, or other problems; or
2. product flows not working as expected; or
3. technical issues with individual accounts; or
4. technical or service delivery reasons; or
5. conducting reasonable maintenance; or
6. regulatory or risk management reasons; or
7. any other reason.

We reserve the right to alter our Test App and/or Alpha Services at any time, however we are not obligated to provide any maintenance, technical or other support.

Liability

You are using our Test App and/or the Alpha Services at your own risk. To the maximum extent permitted by law, @Pay, our Directors, our Licensees, Service Providers, officers or agents, are not liable for any actions, claims, damages and losses, whether direct, indirect, special, consequential, incidental, exemplary or otherwise caused by any issues with our Test App and/or Alpha Services, including:

1. errors, bugs, or other problems; or
2. product flows not working as expected; or
3. technical issues with individual accounts; or
4. technical or service delivery reasons; or
5.  conducting reasonable maintenance; or
6. regulatory or risk management reasons; or
7. any other reason.

You assume all risks and costs associated with your use of the Test App and/or the Alpha Services, including, without limitation, any internet access fees, back-up expenses, costs incurred for the use of your device, and any damage to any equipment, software, information or data.

Confidentiality. 

“Confidential Information” means any and all information disclosed by us to you, or accessed or provided by you, relating to the Test App and/or the Alpha Services, including your use thereof, the relationship contemplated herein, feedback, except to the extent made public by us. You agree that you: 

(a) will not use any Confidential Information other than as necessary to use or test the Test App and/or the Alpha Services hereunder; 

(b) will maintain Confidential Information in strict confidence and will use the same degree of care to protect it as you use to protect your own confidential information, but in no circumstances less than reasonable care; and 

(c) will not disclose the Confidential Information to any person or entity other than those who need access to such Confidential Information to effect the intent of these Terms of Use and who are bound by written confidentiality obligations at least as protective as those set forth in this section; provided, however, that you will remain responsible for each such person’s or entity’s compliance with and breach of the confidentiality terms herein. You will not make any public announcements related to the Test App and/or the Alpha Services without our prior written approval, which we may grant or withhold in our sole discretion. This confidentiality provision supersedes any prior agreements between the parties solely with respect to Confidential Information hereunder.

Collection of Information.

• Consent to Use Registration Information 
  • You represent and warrant that the personal information you provide to @Pay during the Test App registration process (“Registration Information”) is accurate and acknowledge that your selection as an Alpha tester may be based on @Pay’s review of such information. You acknowledge and consent to @Pay’s use of Registration Information for: (i) qualifying you into the Alpha Test program of the Test App, (ii) administrating the Alpha Test program for the Test App, and (iii) general marketing purposes. Registration Information shall be otherwise handled by @Pay in accordance with its Privacy Policy.
• Consent to Collection and Use of Additional Information
  • BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU CONSENT TO @PAY’S COLLECTION AND USE OF ADDITIONAL INFORMATION AS DESCRIBED IN THIS CLAUSE. You acknowledge that the Test App may contain software that collects and automatically reports to @Pay certain data, Usage Data (as defined in this section), files, logs, and other related information that may include personally identifiable information (collectively, the “Additional Information”). “Usage Data” includes information about how you use the Test App and the Alpha Services and may include items such as device information and configuration; CPU/device and other usage statistics by application; API calls; service crash information; network status; storage utilization; search terms; file attributes (for example, content metadata such as file size, type, source, creation/modification/access dates and times, location, and tags/descriptions); correlations among files; and third-party account information that you link to the Test App. You agree that @Pay may use Additional Information to improve the quality and performance of the Test App, the Alpha Services, any future services offered by @Pay, and apps and to personalize your experience with the Test App, the Alpha Services, any future services, and apps, including by sending you in-app and push notifications. @Pay shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, distribute, modify, and otherwise exploit such Additional Information for any purpose and in any medium or product without restriction. Such right and license shall survive any termination or expiration of these Terms of Use for any reason. You covenant that you will not assert against @Pay or any of its directors, officers, employees, subcontractors, or agents any claim or action arising from the transmission, collection, use, or exploitation of the Additional Information by @Pay.
• Consent to Collection and Use of Personally Identifiable Information for Marketing Communications
  • BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU CONSENT TO @PAY’S COLLECTION AND USE OF PERSONALLY IDENTIFIABLE INFORMATION FOR MARKETING COMMUNICATIONS AS DESCRIBED IN THIS CLAUSE. @Pay may use personally identifiable information from your use of @Pay’s Test App and/or the Alpha Services to send you marketing communications, including targeted advertisements, via in-app messages, push notifications, and email. We may use personally identifiable information to provide you with ads that are relevant to you. This may include information related to your use of the Test App and/or the Alpha Services, such as your name, email address, , and account preferences (if applicable); Additional Information; information about your use of any third-party services (for example, cloud and social media services such as Facebook, Instagram, Dropbox, Google Drive, and OneDrive) connected to the Test App; information about your use of the Test App and/or the Alpha Services, such as the @Pay marketplace, which may include your purchase history, location, and account preferences (if applicable); and information about your use of the Test App and the use of cookies. 

Feedback

Through our provision of the Test App, we may ask you to provide feedback regarding your use of the Test App and the Alpha Services so that we can understand how to improve the Alpha Services.  You agree to receive correspondence and updates from us relating to the Test App and/or the Alpha Services, and acknowledge that any feedback you provide will be owned by @Pay. You hereby grant to us a perpetual, non-revocable, royalty-free, worldwide licence to use and/or incorporate such feedback into the Test App, the Alpha Services or any of @Pay’s products or services at any time at our sole discretion.

We may also monitor how you use the Test App, in particular the Alpha Services and use such information to improve the Alpha Services, or any other product or service offered by @Pay.

Intellectual Property

You acknowledge that intellectual property rights, including graphics, logos, trade marks, distinctive brand features, designs, text, icons, the arrangement of them, sound recordings and all software relating to the Test App, the Alpha Services, @Pay generally and relating to the information and derived information we provide (including information transmitted electronically), remain vested in us.

Nothing in these  Terms of Use give you a right to use our intellectual property Rights. Except to the extent permitted by law, you must not modify, adapt, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Alpha Services, except as permitted by @Pay in writing.

Changes to these Terms of Use

@Pay reserves the right to make changes to these Terms of Use from time to time without notice. You agree that if you use the Test App and/or the Alpha Services after the date on which these Terms of Use have changed, you will be deemed as accepting the updated Terms of Use.

Remedies

You agree that your obligations as an Alpha Tester of the Test App provided herein are necessary and reasonable in order to protect @Pay, the Test App and its business, and you expressly agree that monetary damages would be inadequate to compensate @Pay for any breach by you of your covenants and agreements set forth herein. Accordingly, you agree and acknowledge that any such violation or threatened violation of these Terms of Use or the manner in which you use the Test App and/or the Alpha Services will cause irreparable damage to @Pay and that, in addition to any other remedies that may be available in law, in equity, or otherwise, @Pay shall be entitled to obtain injunctive relief against the breach or threatened breach of these Terms of Use or the continuation of any such breach by you, without the necessity of proving actual damages.

Warranty Disclaimer

@PAY MAKES NO REPRESENTATION AS TO THE NATURE OR TIMING OF THE DELIVERY OF THE TEST APP OR THE ALPHA SERVICES. THE TEST APP OR THE ALPHA SERVICES MAY CONTAIN DEFECTS, MAY RESULT IN LOSS OF DATA IN YOUR SMARTPHONE’S SYSTEM OR YOUR COMPUTER SYSTEMS. THE TEST APP AND THE ALPHA SERVICES (INCLUDING, WITHOUT LIMITATION, INSTALLATION OR SUPPORT) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. @PAY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of liability

UNDER NO CIRCUMSTANCE OR IN ANY EVENT WILL @PAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT WILL @PAY HAVE LIABILITY FOR ANY LOSS OF DATA IN YOUR SMARTPHONE OR YOURCOMPUTER SYSTEM. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BUT FOR YOUR ACCEPTANCE OF THIS CLAUSE 17, @PAY WOULD NOT HAVE GRANTED THE LICENSE HEREIN.

Miscellaneous

These Terms of Use are governed by the laws in force of New South Wales, Australia without reference to conflict of laws principles. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia. You will not assign these Terms of Use, directly or indirectly, by operation of law or otherwise, without the prior written consent of @Pay. @Pay has the right to assign these Terms of Use in connection with a merger, acquisition, sale of assets, change of control, or similar arrangement. . These Terms of Use constitutes the entire agreement between the parties relating to the subject matter hereof and shall supersede and replace any prior agreement on the subject matter hereto. If any provision of these Terms if Use is held by a court of competent jurisdiction to be contrary to law the remaining provisions of these Terms of Use will remain in full force and effect. The headings contained herein are for reference only and shall not affect the scope or intent of any clause or provision of these Terms of Use.t.

Last Updated: October 2022