Terms of Service (“Terms”)
Last updated: January 2026
These Terms of Service (“Terms,” “Terms of Service”) are between SnapPays Mobile, Inc. dba Papaya Pays (“Company,” “Papaya,” “We,” or “Us”) and the business entity accepting these Terms (“Partner,” “You”). These Terms govern your access to and use of the Company’s platform and related program materials (the “Platform”), and your participation in the commission/referral program for Company’s data privacy tool (the “Program”).
By clicking “I agree,” you confirm you have authority to bind Partner and agree to these Terms and our Privacy Policy.
NOTICE OF ARBITRATION AGREEMENT: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH PAPAYA.
1.1 Platform Access. Subject to these Terms, Company grants Partner a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for internal business purposes and participation in the Program.
1.2 Program Purpose. The Program allows Partner to introduce Papaya as a trusted company to provide a data privacy tool to Partner’s end users and earn commissions when Partner’s end users pay a monthly subscription fee for the Company’s data privacy tool (“Qualified Sign-Up”).
1.3 No Exclusivity. Unless the parties sign a separate written agreement, these Terms are non-exclusive. Company may operate similar programs with others, and Partner may promote other offerings.
2. Eligibility
2.1 Business Use Only. The Platform and Program are for business entities and business purposes only, not personal/consumer use.
2.2 Account Registration. You must provide accurate information about the Partner, inaccurate, incomplete, or obsolete information may result in the immediate termination of your enrollment in the Program. All information you provide to us is governed by our Privacy Policy and you consent to all actions we take with respect to your information with our Privacy Policy.
3. Commission Program Terms
3.1 Commission Eligibility. Commissions are earned only for Qualified Sign-Ups and tracked by Company. Company’s tracking records control for purposes of calculating commissions, except to the extent prohibited by law.
3.2 Commission Schedule Changes. We may update Commission Schedule from time to time. Changes apply prospectively from the effective date posted or communicated, unless otherwise required by law or agreed in writing.
3.3 Exclusions. Unless expressly allowed in the Commission Schedule, no commissions are paid for:
3.4 Adjustments; Clawbacks; Reserves. We may withhold, adjust, or claw back commissions for returns, chargebacks, cancellations, suspected fraud, policy violations, or calculation errors. We may maintain a reasonable reserve where risk of reversal exists (for example, where Partner has refund windows).
3.5 Disputes. If you believe a commission calculation is incorrect, you must notify us in writing within thirty (30) days of the posting of the relevant commission in the Platform, with reasonable detail. If you do not, the calculation is deemed accepted.
3.6 Payment.
For partial month commissions, the partial-month commission is treated as if it were earned on the first day of the next full month. For example, if a paid end user starts a subscription in the middle of February, the partial commission is deemed to be earned in March (and provided there are no refunds or chargebacks through the end of April), the partial commission will be paid to the Partner on May 15th.
3.7 Taxes. You are responsible for all applicable taxes. If Company is required under tax laws or regulations to report sales-related information you agree to provide such information to Company. If required in the applicable jurisdictions, Company reserves the right to collect any taxes from Partner and pay such taxes to the relevant tax authority.
4. Partner Conduct; Marketing Rules
4.1 Compliance with Laws. You will comply with all applicable laws and regulations, including those related to advertising, marketing, consumer protection, anti-spam, privacy, data protection (including, where applicable, CAN-SPAM, TCPA, and similar state laws).
4.2 No Misleading Statements. You will not make any false, misleading, or unsubstantiated statements about Company, the Platform, or any Partner services. You will not imply you are Company’s agent or that Company endorses you, except as expressly permitted.
4.3 No Unapproved Incentives. You will not offer incentives (e.g., cash, discounts, points, giveaways, or sweepstake entries) to drive sign-ups unless Company has approved in writing.
4.4 Prohibited Channels and Practices. Unless expressly permitted in the Commission Schedule, you will not:
4.5 Disclosures. Where required by law (including FTC endorsement guidelines), You will clearly disclose that you may receive compensation for referrals/commissions.
5. Partner End User Data; Privacy Consents
5.1 Your Relationship with End Users. You are responsible for your own relationship with Partner End Users, including your terms of service and privacy policy.
5.2 Consents. If you provide any Partner End User data to Company (including contact details or identifiers), You represent that you have all necessary rights, permissions, and consents to do so and to allow Company to use that data for the purposes described in these Terms and the Privacy Policy.
5.3 Privacy. Company’s collection and use of personal information is described in the Company’s Privacy Policy.
5.4 Data Security. Each party will use reasonable administrative, technical, and physical safeguards appropriate to the nature of data it processes.
6. Intellectual Property; Branding
6.1 Company Intellectual Property. Company owns the Platform and all related intellectual property. Except for the limited rights granted in these Terms, no rights are granted to you.
6.2 Partner Materials. You own your materials and any related intellectual property. You grant Company a limited, non-exclusive, worldwide, royalty-free license during the Term to use your name and logos to identify you as a partner and to operate the Program, unless you opt out in writing.
6.3 Use of Platform. You may use the Platform solely to promote the Program consistent with these Terms. You shall not at any time, directly or indirectly, copy, modify, or create derivative works of the Platform, in whole or in part.
6.4 Feedback. If either party or any of its employees or contractors sends or transmits any communications or materials to the other by mail, email, telephone, or otherwise, suggesting or recommending changes to the other’s intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), the recipient of such Feedback is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
7. Confidentiality
7.1 “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including the Platform’s non-public features, pricing, Commission Schedule details, and business/technical information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain through no fault of the receiving party; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
7.2 The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any person or entity, except to the receiving party’s employees, contractors, and professional advisors who have a need to know who are bound by confidentiality obligations no less protect those set forth in these Terms. This section survives termination or expiration for three (3) years, and any trade secrets survive as long as they remain trade secrets.
8. Term; Termination; Suspension
8.1 Term; Effective Date. These Terms become effective on the earliest date that Partner, through an authorized representative, (a) clicks “I accept,” “I agree,” or otherwise indicates assent to these Terms (the “Effective Date”). By agreeing to these Terms, Partner represents that the individual accepting has authority to bind Partner. These Terms will continue until terminated as provided herein.
8.2 Termination for Convenience. Either party may terminate these Terms for convenience on seven (7) days written notice.
8.3 Termination for Cause. We may suspend or terminate immediately if we believe you have breached these Terms, engaged in fraud or abuse, or created a legal or reputational risk to Company.
8.4 Effective of Termination. Upon termination, your right to access and use the Platform ends and any unpaid commissions shall be handled according to the Commission Schedule and Sections 3.3-3.6
8.5 Survival. Sections relating to accrued payment rights, confidentiality, intellectual property, disclaimers, limitations of liability, indemnity, dispute resolution, and general terms survive the termination of these Terms.
9. Indemnification
9.1 Partner agrees to defend, indemnify and hold harmless Company, its licensee and licensors, and their employees, contractors, agents, affiliates, successors, assigns, and officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) Partner’s marketing, statements, or conduct; (b) Partner’s breach of these Terms; (c) Partner’s gross negligence and willful misconduct; or (d) Partner’s violation of applicable law.
9.1 Partner may not settle any third-party claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
10. Limitation Of Liability
WITH THE EXCEPTION OF EITHER PARTY’S BREACH OF APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) indirect, incidental, special, consequential or punitive damages; (b) increased costs, diminution in value or lost business, production revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; (e) cost of replacement goods or services in each case regardless of whether the party was advised of the possiblity of such losses or damages or such losses or damages were otherwise foreseeable. The total cumulative aggregate liability of either under these terms for all other claims shall not exceed the commissions paid or payable to partner in the twelve (12) months preceding the event giving rise to the claim. the foregoing limitations and exclusions shall apply to the maximum extent permitted by applicable law, regardless of the theory of liability, whether in contract, tort, strict liability, or otherwise.
11. Disclaimer
THE PLATFORM AND PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE.”: TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT COMMISSION TRACKING WILL BE PERFECT OR CONTINUOUS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. General
12.1 Changes. We may update these Terms by posting an updated version in the Platform or providing notice. Updates apply prospectively as stated in the notice. If you continue to use the Platform after the effective date, you accept the updated Terms.
12.2 Assignment. You may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms.
12.2 Amendment; Waiver; Severability. No amendment or modification of these Terms is effective unless it is in writing and signed by an authorized representative of each party. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Platform and Program and supersede and replace any prior agreements we might have had between us regarding the Platform or Program.
12.3 Governing Law. These Terms shall be governed and construed in accordance with the laws of California without regard to its conflict of law provisions.
12.4 Dispute Resolution; Arbitration. The parties shall use good faith efforts to resolve any disputes, claims, or controversies arising out of or relating to this Agreement (each, a “Dispute”) through informal negotiations between senior representatives of the parties. If the parties are unable to resolve the Dispute within thirty (30) days after written notice of the Dispute is first provided, the parties shall proceed to non-binding mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. Mediation shall take place in Los Angeles, California, unless otherwise agreed in writing. If the Dispute is not resolved through mediation within sixty (60) days of the initiation of mediation, then the Dispute shall be finally resolved by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator with relevant experience, selected in accordance with such rules. The arbitration shall take place in Los Angeles, California, and the proceedings shall be conducted in English. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or permanent injunctive relief or other equitable remedies in a court of competent jurisdiction at any time, including to prevent the unauthorized use or disclosure of its intellectual property or Confidential Information, without the necessity of posting bond or proving actual damages. This section shall not preclude either party from pursuing interim or conservatory measures before the appropriate judicial authority if such relief is necessary to preserve the status quo or prevent irreparable harm pending resolution of the Dispute through arbitration.
Contact Us
If you have any questions about these Terms, please contact us via email at Partners@papayapay.com.
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