General Terms and Conditions for Businesses

Version 4 – Jun 3, 2025

These General Terms and Conditions (from now on “Terms and Conditions” or “General Terms”) constitute a legal agreement between you as a customer of DRUO’s services (from now on “You” or “Business”) and DRUO, as defined in Section A.2: “Contractual Counterparty”, (from now on “DRUO” or “we”) as a service provider (collectively “the parties”) and governs your use of DRUO’s services including mobile applications, portals, websites, software, and in general other products and services provided to you (from now on, the “Services”). If you’re using the Services on behalf of a business, you declare that you have the authority to bind your business or entity to these terms and that your business agrees and adheres to these terms.

Using the Services will not give rise to a commercial partnership or joint venture between you and DRUO. Therefore, you may not assume or communicate that a partnership relationship exists solely derived from using our Services.

A. Acceptance of Terms

You declare that you accept these Terms and Conditions, our Additional Terms, the policies mentioned in Section A.1: “Additional Policies and Terms,” as well as the terms that exempt or limit our responsibility (as explained in different sections of this document along with additional documentation).

Your use of the Services indicates that you have read, understood, and agreed to comply with these Terms and Conditions, applicable policies, and Additional Terms (as defined below). You agree to comply with the obligations, procedures, and requirements at your own expense and assume all the costs, risks, responsibilities, and legal consequences that may arise from not adhering to these terms.

You are not authorized to use the Services unless you agree to all of the terms and conditions contained within these Terms. If you do not understand any aspect of this agreement, please contact us before using the Services.

1. Additional Policies and Terms

The Services you use and/or your location may be subject to additional terms, policies, and conditions (from now on, “Additional Terms”). By using the Services, you declare that you have read and agree to these Additional Terms as applicable. We recommend that you read all Additional Terms carefully. Here’s a list of some of the existing Additional Terms, which become part of your agreement with us (collectively, the “Terms”):

• Transaction Processing Services Policy: Applicable to the services that allow you to move money with us.
  Merchant Privacy Policy: Applicable to the way data is treated across our Services.

In addition to agreeing to the Terms, you agree that you will abide by the rules and conditions imposed by third parties (such as government, regulatory, or industry entities) that apply to the execution of certain services, including, but not limited to the operations carried out within the financial system and any other actor that intervenes in the Services that we provide to your Business.

The Additional Terms are additive in nature and detail particular conditions for each case. Because of this, if a conflict arises between the provisions of these General Terms and Conditions and the Additional Terms, the provisions within the Additional Terms will prevail.

In order to perform our function, we must enter into agreements with various processors and partners involved in providing our Services to you (“Processors”). Processors include, but are not limited to, financial institutions, payment networks, payment gateways, processors, virtual wallets, postal networks, Transaction Service providers, payment facilitators and the Card Brands (such as Visa, Mastercard, Diners and American Express). You agree to adhere to the policies, requirements and limitations they impose on your activity within the Services.

2. Contractual Counterparty

Unless otherwise defined, your contractual relationship with DRUO will have DRUO, Inc., a company based in Delaware, United States, as your counterparty.

The country where your DRUO Profile is based may entail additional or special conditions for our Services. For this reason, there may be special conditions and/or exclusions regarding the particular Service offered to you or your country of residence. This might even change your relationship with us and the intermediaries that participate in the provision of our Services (including but not limited to our Transaction Processing Services).

3. Electronic Acceptance

By accepting these Terms electronically, you express your willingness to contract with DRUO, which constitutes a binding agreement between you and us, which will have the same validity as signing a physical document with a handwritten signature. You consent to the use of electronic signatures in our relationship with you as well as your ability and consent to receive communications electronically from us, our affiliates, and our third-party service providers, as further described in Section E: “Communications and Notifications”. Your continued use of the Services confirms such acceptance. If you choose not to accept this consent or if you withdraw your consent, your use of the Services may be restricted or terminated.

B. Access to the Services

4. Creating a Profile

To access the Services, you must create a profile in the DRUO system (a “DRUO Profile” or “Profile”). This Profile allows you to access the Services and manage your relationship with us and is not a financial product. During the sign-up process, we will request information from you including, but not limited to, your name, personal information, and information about the company or organization you represent (if applicable). This may include the nature of your business, the products or services you offer, the people who run your business, your location/address, your contact information, as well as shareholder or controller information.

You must provide accurate, complete, truthful, and updated information in response to all the information we request, and you must keep that information up to date during your relationship with DRUO. For this reason, you must use your real name and the real name of your business/company when opening a DRUO Profile.

If you represent a company, the company must be authorized to conduct business in the jurisdictions it operates and where you intend to use our Services. You declare that you are an authorized representative or authorized signatory of said company, and authorize DRUO to conduct the necessary actions to verify this information. Using information from third parties who have not authorized its use to open a Profile at DRUO is illegal, and you declare that you are responsible for any damage or harm that such unauthorized use may cause DRUO and any third party.

DRUO reserves the right to change the scope and capabilities of your Profile as well as to suspend or cancel it if you: a) provide inaccurate, false, outdated, or incomplete information, b) provide information that does not meet the requirements to create or maintain an active Profile with us, or c) have not complied with any instruction, requirement or applicable regulation.

5. Identity and Eligibility Verification

Signing up for our Services does not create an obligation for DRUO to provide our Services to you. When you provide your information to create a Profile, DRUO will initiate a review process to verify your identity, and your permission to represent a company (if applicable), and carry out a detailed know-your-customer process to determine if you and/or your company meet the requirements for a Profile at DRUO.

You authorize DRUO to verify your identity by any reasonable commercial means and carry out a know-your-customer review process. This process may include reviewing information about you and your company, your shareholders, your employees, other people or companies related to your Business, as well as inquiries to credit bureaus and public/private databases.

To verify your identity and learn more about your Business, DRUO may also contact you through various channels including email, chat, telephone, face-to-face or virtual visits, or conduct mystery shopper reviews, to which you expressly authorize by accepting these Terms and our Privacy Policy. You agree to provide the information that DRUO requests and authorize us to use, store, and manage this information in accordance with our Privacy Policy.

You authorize DRUO to share information about you, your sign-up request (even if it’s approved or denied), your DRUO Profile, and your use of the Services per our Privacy Policy. We may share this information with our Processors, including banks, credit bureaus, partners, government entities, and other financial institutions, in addition to what we describe in our Privacy Policy. In addition, some third-party service providers, such as our Processors, may require that you share information directly with them. In these cases, we will notify you of such requirement.

DRUO and/or its Processors may conclude that you will not be permitted to use the Services or a particular service. This decision is unilateral and may mean the suspension of your use of some or all of the Services at the sole discretion of DRUO, and does not require any justification or compensation on behalf of DRUO.

6. Request for information, inspection, and monitoring

DRUO may request additional information from you at any time, immediately after sign-up or after using any of the Services, even after each transaction or operation that we process for you. This is part of DRUO’s ongoing monitoring and know-your-client process, which aims to get to know you more and more as a client and determine whether you continuously meet the requirements and policies to have a Profile with us. This process may include periodic requests and evaluations of you and your Business, and may include a verification process with similar or more rigorous controls than the one that took place at the time of initial sign-up.

DRUO may require you to submit bills from your suppliers, government-issued identification (such as a passport or driver’s license), a business license, or any other necessary information. DRUO may also request scheduling an in-person visit that includes the necessary permits so that a DRUO representative (or someone appointed by DRUO) can carry out a detailed inspection of your business.

DRUO may unilaterally suspend or terminate your Profile without justification or compensation if any anomaly is present with your sign-up process, the use of our Services, the identity verification process, during the know-your-customer process, if you reject or do not respond to any request for information scheduling a visit, or if your Business simply does not continue to stay in alignment with the requirements and policies to create and maintain an active DRUO Profile.

7. Responsibilities Regarding Profile Activity

You are solely responsible for all activities that take place in your DRUO Profile, including access and all actions (lawful, irregular, intentional, or without intent, knowledge or consent) carried out from your profile, whether or not such activities were done by you, or by third parties who have accessed your profile. This includes but is not limited to, accessing the Services, creating users, connecting accounts, and submitting transaction processing requests. Your sole responsibility extends to the use of the Services, this Site, the Content, and the information contained therein, as well as the activities carried out by users whom you authorize (as defined in Section F.34: “Authorized Users”).

You are responsible for protecting your credentials and restricting access to the Services from your compatible mobile devices, computers, and servers. In the event of any unauthorized use of your credentials or any other breach of security of your DRUO Profile, you must notify us immediately.

If you are not sure that your actions constitute a violation or abuse of these Terms, please contact us immediately.

In the event of any dispute between one or more parties, related to the ownership of a Profile or a Business, DRUO is authorized to resolve the dispute at its sole discretion. The outcome of this decision may include the suspension or termination of any PProfile (or Profiles) subject to dispute. This decision will be final and will be binding to all parties involved.

You are responsible for properly operating your systems and assuming responsibility for any irregularities that may occur by your employees, contractors, and/or partners through the Services.

8. Representations

You declare and warrant that: (a) your use of the Services will comply with these Terms; (b) you are at least eighteen (18) years of age and that you are a citizen or legal resident of the country under which you’re signing up for a Profile at DRUO; (c) you are the person identified on the sign-up form used to create your Profile; (d) you have the legal capacity to sign-up and use the Services in accordance with these Terms and other applicable rules; (e) you are responsible for the accuracy of all information you provide in connection with the Services and for keeping it permanently updated; (f) you will promptly notify us of any changes in the type, nature or purpose of your business as well as changes in the products or services you offer, the persons who manage your business, your location/address, your contact information, your shareholders or controlling shareholders, as well as any other changes in the information provided to DRUO in compliance with applicable law; (g) in the event that you act on behalf of a company, you represent that you have the necessary permissions granted by such company to hire DRUO under the conditions set forth in these Terms, including the associated obligations. You further represent that such company is duly incorporated under the laws of its domicile, that it carries on a lawful business activity, and that it has the necessary authority to contract the DRUO Services on the terms and conditions outlined in these Terms, including the associated obligations. You further declare that such company is duly incorporated under the laws of its domicile, that it is engaged in a lawful business activity permitted and duly authorized by the government of the country in which it operates; (h) you and your use of the Services will comply with all applicable laws, rules, regulations, and other regulations including those established by third parties involved in the provision of the Services; (i) you will not use the Services (or permit any third party to use your Profile or your name) to directly or indirectly conduct fraudulent, high-risk or any other illegal activity, or use the Services to facilitate, conceal, handle, transfer, invest or otherwise benefit from money or property derived from illegal activities (or for the benefit of persons associated with such activities), or to give the appearance of legality to illegal activities and resources associated with such activities; (j) you carry out adequate due diligence on your customers, suppliers and employees to monitor their business activity and source of funds, so that their activities are not used as mechanisms to carry out illicit activities; (k) the goods, resources and source of funds of belong to your business and come from the ordinary course business as described at the time of your registration; (l) all the actions instructed by you through the Services correspond to activities derived from the commercial relations generated between you and your End Users, as defined in Section F.37 “Relationship with End Users”; (m) You will follow and comply with the instructions, policies, terms and conditions defined by DRUO including those provisions aimed at preventing any risk, fraud, crime, offense, money laundering, or financing of terrorism; (n) You will cooperate with any investigation DRUO may have to make regarding your use of the Services and to ensure the integrity, quality and security of the Services; (o) you will notify DRUO immediately upon any risk event, including presumption or evidence of cases of fraud, money laundering and terrorist financing, or in general, transactions that by their number, amount or characteristics are out of the usual patterns; (p) you have accepted these Terms and agree that they constitute a binding agreement between you and us; (q) your acceptance of these Terms and your compliance with them does not: (i) violate the articles of association of the company you represent; (ii) conflict with, or breach a contract or obligation you have that affects the performance of these Terms; and (iii) breach of any other agreement or obligation you have that affects the performance of these Terms; (r) You are responsible for any expenses, disbursements, taxes, penalties, sanctions, fines, and any other costs incurred in connection with the Services and these Terms; (s) You agree and assume full responsibility for complying with all applicable laws and regulations in connection with all activities involving the Services, including applicable laws regarding the protection of personal data and consumer rights.

9. Use Restrictions

By accessing the Services, you agree to not:

1. Use any device, procedure or mechanism, such as crawlers or bots, to locate, retrieve, search for, monitor or access information from any DRUO system (or any third party that DRUO uses for its operations) through methods that have not been explicitly authorized;
2. Take or attempt to take any action that could interfere with the proper working of the Services, impede other users’ access to or use of the Services, impose an unreasonable or disproportionately large load on our infrastructure;
3. Contravene or attempt to contravene the security measures of the Services;
4. Copy, modify, reproduce, delete, distribute, download, store, transmit, sell, resell, publish, translating, paraphrasing, distributing, reverse engineer, license, transfer, sublicense, grant rights to third parties in whole or in part, or create derivative products of the information or the Services of DRUO and these Terms;
5. Reveal, publish or publicly disseminate information from any source regarding the performance of the Services, including results of benchmark tests run on the Services, except with the prior written authorization of DRUO;
6. Infringe intellectual property and privacy rights, including, but not limited to copyright, database rights, trademarks or know-how how from third parties, including DRUO;
7. Modify, reproduce, decode, decrypt, disassemble, reverse-engineer, publish, decompile, hyperlink, alter, attempt to discover any ideas or algorithms on the Services, translate and/or transfer to other people, or in any other way alter or disclose the Services and the information contained within the Services including the source code, the object code and the underlying infrastructure without prior written permission from DRUO;
8. Sell, resell, license, sublicense, distribute, rent or lease any of the Services to a third party, or include any Service or Product (or any derivative work thereof) in products or services for which you do not have written authorization from DRUO;
9. Act as a payment initiator, payment service provider or generally use our services to move third party money (or otherwise allow such activity to take place) except where we explicitly authorize you to do so;
10. Access the source code of the Software by any means;
11. Download, post, transmit, or store material that: (a) violates User’s contractual or confidentiality obligations; (b) disrupts or interferes with normal operations of the Services such as code injection, the posting or transmission of viruses, worms, or Trojan horses, the continued posting of duplicate material, or the posting of unusually large files; (c) contains materials protected from the point of view of intellectual property, right to privacy or to one’s own image, or by any other applicable legislation or right unless you own or control the related rights or have received all the necessary authorizations to it; (d) is not permitted by DRUO, for example, unauthorized advertising material, unsolicited promotional material, pornographic material, etc.
12. Reproduce or incorporate in any other medium or data set the Services or the Content unless its purpose is the use of the Services.
13. Send or provide incorrect, false or incomplete information, including creating or trying to create a fake identity and/or impersonate the identity of any other third party;
14. Impersonate another person to gain access to the Services;
15. Use the profile of another Business to receive DRUO services indirectly;
16. Use the Services in an unauthorized manner or for any illegal activity including but not limited to fraud, money laundering, terrorist financing, use for the benefit of anyone other than you or End Users, as well as any activity prohibited by DRUO;
17. Violate the personal and privacy rights of third parties;
18. Fail to comply with the laws and in general the applicable regulations for the jurisdictions where the activities subject to these Terms are carried out;
19. Attempt to create a substitute or similar service by using, or accessing, the Services and these Terms;
20. Evade or circumvent measures designed to prevent or limit access to any part of the Services, including accessing or attempting to gain access in an unauthorized manner to the Services, including those provided by DRUO’s Processors and partners;
21. Carry out any other activity that may cause damage to DRUO or any third party involved in the provision of the Services;
22. Engage in any activity for which our Services do not operate as described in Section B.11: “Unauthorized or Illegal Use”.
23. Use the Services in a manner other than as expressly authorized by these Terms;
24. Allowing or assisting (directly or indirectly) a third party to carry out any of the aforementioned prohibited activities.

You will only use the Services to process transactions permitted by the applicable law. In the event that DRUO believes that the Services or a Profile has been used for purposes that breach these Terms or that are unauthorized, illegal, or criminal, you expressly authorize DRUO to sharer information recorded on our Services to law enforcement, our Processors, and other relevant parties. This may include (but is not limited to) information about you, your DRUO Profile, your interactions with the Services, transactions, End Users, and any other information DRUO has about you and your linked Businesses.

10. Unauthorized or Illegal Use

You may not use our Services in connection with or for the following activities: (1) Any illegal activities (as well as any related activities), as determined under the laws of the country from which the Services are to be provided or the jurisdictions to which your business is directed; (2) Activities that encourage or cause infringement of intellectual property rights or proprietary rights, (3) Counterfeit products or products not authorized for sale or whose properties have not been approved or verified by the applicable local and/or national regulatory bodies, (4) Lotteries, internet games and gambling not authorized or regulated by applicable Law, (5) Platforms that facilitate the creation, publication, distribution and/or removal of content (such as photos, videos, texts) that cause or generate damage to third parties or the dissemination of false or incorrect information, (6) High-risk businesses including pyramid schemes, sale of precious stones, pawnshops, political parties, investment clubs, online auctions, etc.; (7) Any activity that participates in, encourages, promotes, celebrates, or is associated in any way with violence or physical harm to people, animals or property, including ethnic groups, religions, disabilities, genders, sexual orientations, or nationalities, (8) Any activity intended to generate or facilitate any form of fraud; and (9) Any other activity that DRUO deems risky.

We may decide not to provide our Services for activities that we believe breach applicable law, these Terms, and/or any other agreement with DRUO or our Processors, or that might expose DRUO, you, our Processors or any third party involved in the Services to risk.

Engaging in unauthorized activities exposes DRUO and our Processors to risk. If your activity creates disruptions to the Services, you will be liable to DRUO and/or third parties for such disruptions, and you grant us Recovery Authorizations to collect any damages you cause both directly or indirectly.

C. Our Services

11. Nature of our Services

We provide our services through the cloud, otherwise known by the industry term of Software-as-a-Service (“SaaS”). Unless otherwise agreed to in writing by the parties, no service provided by DRUO under the scope of these terms will be considered custom software development.

The Services can be accessed through different channels, including web portals, applications, or developer tools such as APIs that allow you to integrate with our systems (from now on, “Integration Resources”). The availability of these channels may vary depending on your region, country, or specific Profile. Because of this, DRUO does not guarantee that all channels will be available to you, even if they’re listed in these Terms. DRUO reserves the right to add, modify, or remove channels we have previously enabled without prior notice.

DRUO may offer additional products and services at any time. The use of these services represents the acceptance of the Terms that apply to such services and the applicable fees.

12. Access

We will provide our Services to you according to the conditions and responsibilities described in these Terms and other applicable commercial conditions established with you.

Subject to your compliance with the obligations and restrictions described in these Terms, you have the non-exclusive, non-transferable right to (i) a personal access to use the Services; (ii) use the Services to provide your services to your End Users solely as provided within these Terms and following our instructions, the technical documentation, and the permissions granted by DRUO; and (iii) use the information and data provided through the Services (collectively, the “Resulting Information”).

The access mentioned herein does not extend to the Intellectual or industrial Property of DRUO or third parties, and automatically terminates upon your breach of any of the provisions set within these Terms or the termination of the contractual relationship between you and us.

Some Services, Profiles, or use cases may require a review and approval process by DRUO prior to going live (production environment). You agree to comply with all the requirements and instructions given by DRUO, and understand that if you do not comply, we may not be able to provide our Services to you.

DRUO may release software updates to the Services. To continue using them, you may need to make necessary system updates and changes. It is your responsibility to regularly review the service documentation and ensure that your systems are up-to-date with the latest version of our Services.

13. Ownership

Except for the rights explicitly granted in these Terms, DRUO reserves and retains all rights, titles, and interests in the Services, including, but not limited to, the tools used for integrating or connecting your systems with ours (“Integration Resources”), and any related resulting information (except End User raw data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by DRUO for the provision of our Services.

To the extent that you or your company provides DRUO with any comments, ideas, feedback, recommendations, or requests related to the Services (including, but not limited to, feature suggestions, comments regarding usability, performance, interactivity, bug reports, etc.) and test results (from now on, “Feedback”), DRUO will own all rights, patents, titles, and interests derived from such Feedback. We will be free to use such information as we see fit without any obligation to you. Therefore, you assign to DRUO all rights necessary to achieve such ownership.

Access to the Services does not grant you authorization for publishing, distributing, assigning, licensing, granting access, transferring, editing, selling, developing derivative works, or any other use that DRUO does not explicitly approve.

We reserve all rights not expressly granted to you in these Terms. The customizations and integrations with your systems that DRUO implements or enables for you are considered as developments made to enable a part of the DRUO Services, but not as custom developments made for or on your behalf, and as such, they belong entirely to DRUO. DRUO may offer additional value-added services, which may or may not carry additional cost. In the case of hiring such additional services, they will be formalized through additional agreements signed by the parties.

The Services are protected by copyright, trademark, patent, and other laws of the United States and other countries. We own all rights, titles, and interests in the Services and all copies of the Services. These Terms do not grant you any rights to our trademarks or service marks.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyrights, moral rights, rights of publicity, trademarks, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may now exist or may exist in the future, and all their applications, registrations, renewals, and extensions under the laws of any state, country, territory, or other jurisdiction.

14. Paid Services

DRUO may offer different types of services that require a payment from you to DRUO (from now on, “Paid Services”). These include: A) services that are paid for on a recurring basis (from now on, “Subscription Services”) or B) services that are paid based on usage (from now on, “On-Demand Services”).

By using the Paid Services, even after a free trial period, you agree to pay the applicable fees and taxes as set forth in the Fee Schedule for your Business, and in the absence of a specific definition therein, as generally defined by DRUO based on the applicable conditions. These fees may include: (a) those related to the setup and activation of your Profile or any service, (b) recurring fees that may apply, (c) fees incurred at the time of use (“On-Demand Fees”).

All payments made are non-refundable and not subject to compensation.

Fees incurred in the performance of the Services, and any changes thereto, will be communicated by DRUO electronically through the Services or by any other means provided by DRUO.

Some of the reasons why your fees may change are listed below. These reasons are not mutually exclusive.

• Requests with failure rate greater than 50%: Unless otherwise agreed in writing with you, our fees assume that the requests you process through DRUO have a success rate greater than 50%. This includes account connection and transactional processing services. If such a success rate is less than 50%, DRUO reserves the right to adjust its fees and generate an additional charge.
• Periodic Increase: From time to time, we may automatically adjust your fees by a percentage equivalent to the increase in the consumer price index (CPI) applicable in each jurisdiction. In addition to the above, DRUO reserves the right to increase rates at any time and by a higher percentage to ensure the sustainable provision of our service. In such cases, we will notify you of such changes.

It’s your responsibility to keep yourself informed about the applicable costs and fees before using the Services, since using Services represents that you accept the applicable fees.

Fees for the Services may be paid by any means of payment made available to you by DRUO, which may include (but are not limited to): credit/debit card, charge to bank account, and deduction of funds processed by DRUO. If you link a bank account, credit/debit card, as well as any other means of payment to your Profile, you authorize us to charge any amounts due to us for any of these Paid Services to any means of payment registered with DRUO.

Payments associated with these Paid Services must be made on the date specified by DRUO. Late payments are subject to a daily penalty of 1% of the owed amount or the maximum default interest allowed by law, plus all collection costs. You are responsible for (i) all taxes associated with the Services other than taxes applicable to DRUO’s income, and (ii) costs incurred by DRUO in recovering (or attempting to recover) amounts due. In addition, if you fail to pay amounts due to us on a timely basis, we may suspend or close your DRUO Profile at our sole discretion within five (5) calendar days of the date on which payment is due. Notwithstanding the foregoing, DRUO may establish different time periods for the suspension or closure of your DRUO Profile, according to the services contracted and the specific conditions for each one, including the commercial agreements entered into between the parties.

Some services may be pre-paid, meaning that you may (or in some cases must) generate an advance payment for services to be provided at a later time. In such cases, You agree that the use of such services will consume the prepaid balance (sometimes referred to as “credits”) at the rates and taxes applicable at the time the services are rendered as applicable. You also acknowledge that if credits are not available, we may not be able to provide you with services that require pre-payment and that you will therefore be required to make a pre-payment in order to continue your use of the applicable Services.

Please note that by using our Services you authorize us to recover funds due to DRUO arising from any related activity undertaken by you through these Terms and any other agreements you have with us, including the Additional Terms and other commercial terms agreed between the parties. This authorization allows us to generate what we call “Recovery Authorizations,” which we may use to recover fees and other amounts owed to us in accordance with Section F.41: “Recovery Authorizations.

15. Subscription Services

Except as otherwise provided in the Terms of a Subscription Service, Subscription Charges will be charged at the beginning of the defined billing period or when advances/credits are exhausted and a new iteration of advances/credits are charged again..

You may cancel your Subscription Service at any time through our support channels or from our Services. If you cancel the Subscription Service, you will continue to have access to that Service until the end of your current billing period, but you will not be entitled to a refund or credit for any Subscription Charges already due or paid.

16. Free Trials and Promotions

From time to time, we may offer you a free trial or a promotion (such as, discount or offer) on some (or all) of our Services. Unless we explicitly notify you in writing to the contrary, the difference between a free trial/promotion and a service provided in a conventional manner is exclusively the exemption/reduction of the charge for the services. The characteristics, functionality conditions, restrictions and other obligations of the service remain un full force.

You are responsible for fully complying with these Terms and the obligations established herein even if you are not paying for the services, or are paying a reduced amount. By using the Services, even for free, you confirm your acceptance of these Terms.

17. Term and Usage Commitments

If you agree to a specific service term or a usage-based financial commitment (“Usage Commitment”), both shall constitute binding and enforceable obligations. When an agreement term is defined, you may only terminate the agreement early by paying the total amount due for the entire duration of the term, including all applicable Usage Commitments. No early termination will be effective until full payment of the remaining committed amount is received. In such cases, you expressly waive any other termination or cancellation rights described elsewhere in these Terms, unless otherwise agreed in writing by DRUO.

If your pricing includes a Usage Commitment, you agree to pay the committed amount in each billing cycle, regardless of actual usage. All minimum commitments must be paid in full through the end of the agreement term, even if Services are terminated or unused. These obligations may not be canceled, reduced, or deferred unless explicitly authorized in writing by DRUO. All commitments under this section are subject to the provisions in Section F.41: “Recovery Authorizations.

18. Billing and Invoicing

To the extent permitted by law, DRUO may bill you for the provision of services from any DRUO entity and from any country. The sent invoice will contain the information of the DRUO company that generated the invoice. DRUO will issue invoices to you in compliance with the criteria established by the relevant entity in each country where DRUO operates.

19. Content

The Services may offer functionalities for uploading various types of content such as text, photos, documents, logos, products, promotions, advertisements, suggestions, recommendations, comments, and other materials or information (hereinafter “Content”).

By uploading Content, you provide DRUO, its affiliates, subsidiaries, and successors with a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, and royalty-free right to use, reproduce, modify, adapt, publish, distribute, broadcast, and create derivative works globally. This includes the right to utilize the Content for any purpose, including the promotion of the Services and its incorporation into them.

While you retain all rights to your Content as outlined in these Terms, you have the ability to modify, delete, or cancel your DRUO Profile. However, it’s important to note that your Content may persist in historical, archived, or cached copies, as well as in versions accessible through the Services.

You may not upload, post, distribute, or otherwise disseminate through the Services content that: (a) is false, misleading, unlawful, obscene, indecent, pornographic, defamatory, libelous, threatening, harassing, discriminating, contains hateful language, abusive, or in any other way is offensive or violates in any way the applicable regulations; (b) encourages criminal conduct or conduct that gives rise to civil liability; (c) breaches or violates any duty or right of any person or entity, including but not limited to publicity, privacy, or intellectual property rights; (d) contains viruses, corrupted files or similar programs that may impair the operation of the DRUO Services or any third party; (e) advertise and promote products and/or services of any company that is in direct competition with DRUO, its partners or allies; (f) at the discretion of DRUO, is punishable, restricts or inhibits any person or entity from using the services or may involve a risk or any type of liability for DRUO, its allies, its subsidiaries or its clients, which will be valued by DRUO under objective criteria.

While DRUO is not obliged to monitor content, we retains the sole discretion to remove content at any time without prior notice if we deem the content to be in violation of the law or the outlined restrictions. By accessing rhe Services, you acknowledge and understand that you may be exposed to offensive, indecent, or objectionable Content and that DRUO assumes no responsibility for the content published by you or others, including any loss or damage resulting from it.

20. Intellectual Property Rights

DRUO exclusively holds all rights, including title, interest, copyright, and other Intellectual and/or Industrial Property Rights (defined below) in the Services, along with all associated copies and developments created by DRUO for proper operation/integration with the Services, including these Terms. Consequently, DRUO retains all rights not explicitly granted in these Terms, including rights to trademarks or service marks.

In the context of these Terms, “Intellectual Property Rights” encompasses patent rights, copyrights, moral rights, rights of publicity, trademarks, trade dress, service marks, goodwill, good name, trade secrets, and other intellectual property rights that currently exist or may arise in the future, as well as their applications, registrations, renewals, and extensions, under the laws of any state, country, territory, or other applicable jurisdiction.

Hence, any modification, reproduction, publication, commercialization, licensing, alienation, or transfer of the Services, any DRUO Content, or any Intellectual Property Right owned by DRUO to third parties, as well as its use for any purpose, is prohibited.

Unless permitted by applicable law, activities such as disassembling, decompiling, reverse engineering, or attempting to defeat the systems and procedures safeguarding Content are also prohibited. All contents, elements, and information within the Services, including text, format, images, music, trademarks, logos, banners, commercial names, sounds, graphics, videos, animations, and other materials, are the property of DRUO, its branches, affiliates, successors, as well as third-party contractors, licensors, or assignors. Under these Terms, ownership of these rights is not transferred, and no authorization is granted for marketing, licensing, or disposal.

It is important to note that some Content is protected by copyright and trademark laws. Unauthorized use of Content and Services that violates DRUO’s or third parties’ property and intellectual property rights may result in legal action. Accessing or using the Services does not grant any license or right to use DRUO’s or any third party’s brands, names, logos, designs, or Content protected by intellectual property rights. Creating web pages, computer programs, or applications with hyperlinks or marks redirecting users to Content on the Services without written authorization from DRUO is prohibited.

DRUO is committed to respecting the intellectual property rights of third parties and has implemented a third-party intellectual property protection policy. In the event of a violation by the user, DRUO reserves the right to suspend or close the user’s profile. You are solely responsible for the Content you publish or circulate through the Services. You must guarantee that said content (and your access to it) comply and do not violate the regulations applicable to Copyright or any other applicable law, and that you will hold DRUO harmless of any claim by third parties.

21. Brands and logos

DRUO and its Processors maintain exclusive ownership of their respective brands, each governed by its own set of policies and regulations. To utilize the brands associated with DRUO, any third party, including Processors, you must adhere to and respect the specific guidelines outlined by each entity.

Usage of the DRUO brand is permitted only in strict accordance with the rules and conditions defined by DRUO. You guarantee that you will not challenge the ownership of the marks and acknowledge that DRUO or its Processors may restrict the use of their marks at their discretion. It is your responsibility to comply with DRUO’s requests, including making necessary modifications to your communications, website, or advertising related to the services, and adhering to the brand regulations of Payment Methods and/or Payment Processors. Furthermore, you are obligated to promptly notify DRUO of any improper use of trademarks and/or logos associated with DRUO and its Processors.

Upon termination of this Agreement, you are required to immediately cease all usage of the authorized Marks as specified in these Terms.

By accepting these Terms, you authorize DRUO to use your brand for the provision and promotion of their services. Should you have any concerns regarding the use of your brand, you can contact DRUO through the designated customer service channels.

Both parties warrant to each other that they will refrain from engaging in unauthorized, misleading, or rights-violating advertising activities.

22. Copyright

All materials, including computer, graphic, advertising, photographic, multimedia, audiovisual, and design elements, as well as content, text, these Terms (including the Additional Terms) and databases provided to you through the Services, are the exclusive property of DRUO or, in some instances, third parties who have granted permission for their use or exploitation.

Unless explicitly stated in these Terms, any unauthorized actions such as copying, reproducing, modifying, creating derivative works, selling, distributing, or displaying the contents on the Services, in any manner or through any means, without prior written permission from DRUO or the copyright owner, are strictly prohibited. These Terms do not grant any rights, licenses, or authorizations to engage in the aforementioned prohibited activities. Unauthorized use of such materials will be considered a violation of these Terms, current copyright regulations, and any other applicable laws.

23. Privacy and Personal Data

Your personal data: By using our Services as a Business, you understand that our data management policies apply to you as a data subject as defined in our Business Privacy Policy. This Policy explains how we collect, use and protect the personal information that you give us, as well as the guidelines that have been defined for handling your personal data, the mechanisms to exercise your rights as the owner of the information, the purposes for treatment of your personal data, and other aspects of data protection. You must review said policy and consent to the processing of personal data as indicated in that document.

Personal data of your End Users: DRUO will process some of the personal data of your End Users on behalf of your company as a service provider (“data processor”). In such circumstances, you agree that you will comply with data protection laws applicable to you and to DRUO, provide data subjects with information about the processing of their personal information, and ensure that you provide all notices and obtain all consents required by applicable law to allow DRUO to process End User data in accordance with DRUO’s End User Privacy Policy (currently available at https://druo.com/legal), ensuring that personal data may be processed legally and transparently.

You agree not to (i) make statements regarding End User data that are contrary to or otherwise inconsistent with DRUO’s authorizations and Privacy Policy, or (ii) interfere with any independent effort by DRUO to provide a notice to the End User or obtain the consent of the End User.

DRUO will handle the processing and protection of such personal data in accordance with the applicable data protection law for the specific type of data and the country of operation as well as the applicable Privacy Policy.

24. Security

DRUO has implemented good security practices as well as technical and organizational measures designed to protect the information that is processed through the Services. Unless otherwise agreed upon in writing, we do not guarantee SLAs or specific uptime availability. DRUO does not guarantee that the programs, infrastructure, networks or computer equipment used to provide the service are free of viruses or other harmful components, nor that they are free of errors, vulnerabilities, or exempt from the risk of fraud or hacking. DRUO shall not be liable for damages caused by the aforementioned events. Information processed and hosted on the Services is at your own risk.

Due to the foregoing, we suggest that you refrain from transmitting information that is subject to confidentiality or secrecy of any kind, since DRUO cannot guarantee its confidentiality or secrecy. DRUO also cannot guarantee the integrity or the return of the information that you submit through the Services.

25. Data Security

To reduce the risk of its operation, DRUO invites you not to store, process, or transmit data that can be considered confidential or sensitive. This includes, but is not limited to, bank account numbers, credit card data, passwords, or authentication mechanisms.

If you store, process or transmit data from third-party Payment Methods, you must implement processes and procedures that allow you to ensure the security of this information and mitigate the associated risk in accordance with financial industry data security standards, and notify DRUO of such practice. In any case, DRUO is not responsible for the security of the data you store or for the management of sensitive information that your users have outside the DRUO Services or for the misuse of these.

If you store, process or transmit data particularly from credit, debit, and prepaid cards belonging to Visa, MasterCard, Discover, American Express or any other brand within the scope of the PCI regulation, you must comply with applicable payment card industry data security requirements (PCI-DSS), as well as the requirements of the payment networks, their processors and other related financial institutions.

In either case, you agree to share with us such information and evidence as we may require and you agree to cooperate in forensic investigations as required by DRUO.

26. Devices and Mobile Service Operators

Although we seek to make our Services available for most devices, we’re unable to guarantee compatibility of our Services with specific devices or mobile service operators. We recommend using the most updated version to ensure a secure connection when accessing our Services. Accessing services through modified or public-use devices that contravene manufacturer guidelines, such as disabling security controls (e.g., “jailbreaking”), is prohibited.

27. Third-party Products and Services

We may link to third-party websites or mobile applications not operated, controlled, or managed by DRUO. DRUO is not responsible for the operation, availability, content, policies, practices, security, goods, or services advertised or promoted on such websites or mobile applications. This includes, but is not limited to, their privacy policies and terms and conditions of use. The inclusion of any link in the Services to third-party destinations does not constitute a recommendation, sponsorship, protection, guarantee, endorsement, or sponsorship by DRUO. Access to these websites and mobile applications and your interaction with third parties are not the responsibility of DRUO, and you do so wholly at your own risk.

We may also present third-party products, services, and promotions, such as those offered by third-party developers or applications with technical integration (hereinafter, “Third Party Services.”) DRUO acts as a facilitator for connecting you with third parties but does not endorse or guarantee Third Party Services. DRUO will only limit itself to enabling the marketing and linking of a third party with you.

You are responsible for understanding and complying with the terms, obligations, and regulations associated with each third party. DRUO is not liable for the performance of Third Party Services, and you are required to address any issues, disputes, or conflicts directly with the third party involved. Additionally, you release DRUO from any liability related to your interactions with third parties, including their contractual terms and the handling of exchanged information.

D. About these Terms

28. Modifications

DRUO may change these Terms at any time upon such notice as we deem reasonable in the circumstances by posting the updated version on our website or by communicating it to you through the Services. The updated version will be effective from the time it is posted, but will not apply retroactively. Your use of the Services after the posting of the update constitutes your acceptance of the updated version. Acceptance may also take the form of a data message entered directly into the Services, by email, or through any other channel provided for that purpose.

If you do not agree to such changes, you may not continue to use the Services and you must close your Profile.

Any dispute (as defined in Section 44: “Disputes”) arising prior to the amendment of the Terms will be governed by the version of the Terms in effect at the time the dispute arose.

If you have any questions about these Terms or their changes, we invite you to contact us through the following email: legal@druo.com.

29. Duration and Termination

These Terms represent an agreement generated between you and us entered into when you accept the General Terms and Conditions (usually at the time of filling out the registration form or signing a document with said acceptance). The agreement will have an indefinite duration until one of the parties terminates it.

You may terminate this agreement at any time (subject to any provision or agreement that states the contrary) by deactivating your Profile.

We reserve the right to terminate these Terms or any additional terms and suspend or terminate your Profile or access to any of the Services, at any time, for any reason, without cause. We may also add, suspend, stop, remove, discontinue, or impose conditions on the Services or any of its features. If this happens, DRUO will take reasonable steps to notify you of termination or changes to the Service via email or directly through the Services when you access or attempt to access your Profile.

Some reasons for which DRUO may terminate these Terms include: (a) if you fail to comply with your declarations, conditions, or obligations required for the Services, including those contained in the regulations, Terms (including Additional Terms), annexes, or any other operating rule of DRUO; (b) when it is determined by DRUO that there are legal, reputational or any other risks that prevent DRUO from continuing to provide the Services partially or totally; (c) if you do not comply with the requirements implementation, security and optimal functioning of the Services; (d) when you, the directors, shareholders or the organization that you represent engage in illegal activities, or against our policies; (e) when you do not grant the guarantees required by DRUO as requested; (g) if you endanger the security or operation of the DRUO systems or its affiliates or third-party servicers; (j) court order, or requirement by any other entity; (k) as permitted under applicable law; (i) for any other reason that DRUO determines;

30. Effects of Termination

DRUO shall have no liability to you for any such termination or suspension, nor shall such action limit any other rights or remedies DRUO may have. Except for your right to use the Services, the Terms described in this Agreement shall survive any termination. Therefore, termination of your agreement under these Terms will not relieve you of your obligations and liabilities under these Terms. Upon termination, DRUO may (although it is not obliged to) delete the information and data associated with your Profile.

DRUO will not be liable to you, customers, users and/or other third parties for compensation, indemnification, or reimbursement for damages arising from the termination or suspension of the Service or for the deletion of the information and data associated with your Profile.

If we permanently suspend or close your Profile, you will not be able to create additional or new Profiles directly or indirectly.

Upon termination of the agreement between the parties, DRUO reserves the right to generate or maintain a funds Reserve (As defined in Section 38. Reserve) for a period of 180 calendar days or the time required to ensure compliance with your obligations under any agreement between you and DRUO.

31. Assignment

You may not assign or transfer rights and responsibilities related to these Terms to third parties, except in cases in which we expressly authorize you. Any attempted transfer or assignment will be considered null and void.
You agree that you may not resell or assign your rights, obligations, and responsibilities to a third party without prior authorization from DRUO. In most cases, if you need us to provide our services on behalf of another Business, we suggest you create a new Profile for that Business and cancel your old Profile.
DRUO may transfer its rights and obligations to you without prior authorization to any company, at any time.

E. Communications and Notifications

32. Communications

We will send you various types of communications, such as emails, text messages, calls, and push notifications, related to our Services. By using our Services, you agree to receive electronic communications to the contact information you provided in your DRUO profile during sign-up or any subsequent updates. These electronic communications carry the same significance as traditional paper communications and may include updates on your Profile, requests for multi-factor authentication, requests for additional information about you or your Business, receipts, invoices, statements, reminders, notifications about Profile updates, changes to our Terms, as well as marketing and promotional content.

Text messages and calls may be generated through automatic telephone dialing systems, and any fees imposed by your phone carrier for receiving these messages or calls are your responsibility.

You are not required to receive promotional communications from us as a condition of having a Profile. You can opt out of receiving promotional communications by following the unsubscribe options in such communications, or by contacting our support team at support@druo.com.

You acknowledge and agree that even if you may opt out of receiving promotional communications, you have a contractual duty to DRUO under which we may send you by any means communications that we deem necessary regarding your use of the Services, including alerts, educational content, security notifications, and requests for information, even after your Profile has been terminated.

Any withdrawal of consent takes effect after a reasonable processing time, and DRUO will confirm the withdrawal in writing, either through the Services or electronically. Please note that opting out of our communications may impact your ability to use the services and could lead to the termination of your DRUO Profile.

33. Notifications

DRUO will notify you through the contact information associated with your DRUO Profile, which is provided by you at the time of sign-up or at any time you update your contact information.

You may notify DRUO through the support channels available for your Profile or at support@druo.com.

Any notification made via email will be presumed to be made on the day it is sent.

F. Additional Obligations

34. Authorized Users

You may allow your employees, agents, contractors, developers, service providers, or other third parties (“Authorized Users”) to access the Services on your behalf. Remember that you are responsible for all the activity that takes place in your DRUO Profile, including guaranteeing your payment obligations and the fulfillment of all the obligations and responsibilities described in these Terms, even when they have been executed by third parties that you authorize.

35. Delegate Access

You may delegate a third party (hereinafter “Third-party Delegate”) to access the Services on your behalf (hereinafter “Delegate Access”). Under this mode of operation, you will have a Profile at DRUO, but your access to the Services will be through the Third-party Delegate.

By agreeing to these Terms and activating the DRUO Services through Delegate Access you authorize us to: (a) create a Profile on DRUO on your behalf at the instruction of the Third-party Delegate (hereinafter “Delegated Profile”); (b) allow the Third-party Delegate unrestricted access to your Delegated Profile so that it may execute any action or request on your behalf, including submitting information to open and maintain an active Profile on DRUO, requesting account connections, managing all of your transactions, and managing your Balance; (c) contact you directly at any time; (d) perform all other actions required to enable you to use the Services under the Delegate Access scheme.

A Delegate Profile does not grant you direct access to the Services, since access to the Services  must happen through the Third-party Delegate. Accordingly, it is your responsibility to determine the suitability of the Third-party Delegate and to understand the conditions under which the Third Party Delegate will provide services to you. You hereby hold DRUO harmless against any claims related to or arising from the management of your Delegated Profile through the Third Party Delegate. 

Any request for information, support, complaint or requirement regarding the normal flow of the Services must be made through the Third Party Delegate. 

Even if you access the Services through a Delegated Profile, you have a direct relationship with DRUO. You agree and represent that you will comply with these Terms (including its Additional Terms) and you understand that you will be responsible for all activities that occur within  your DRUO Profile. 

If you require further information regarding Delegate Access or need to report any unusual activity, you may contact DRUO at support@druo.com.

If you would like to have direct access to the Services, we invite you to create a new Profile directly from DRUO.com.

 

For Third-party Delegates (“Parent Merchants”):

If you act as a Third-party Delegate and intend to provide DRUO’s Services to third-party businesses under your management, you may only do so if DRUO has explicitly approved your program in writing. You are required to complete an application form and provide complete and accurate information about your company, your business model, and the sub-merchants you plan to onboard. DRUO may reject your application at its sole discretion and without justification. If approved, you must secure written, unequivocal, identity-verified authorization from each merchant you onboard, explicitly tying them to your program and confirming their acceptance of these Terms. You acknowledge that DRUO may verify and evaluate the information provided by you or your sub-merchants, and may choose to enable, limit, deny, or suspend access to any sub-merchant or to your program as a whole.

You agree to provide additional or updated information regarding your sub-merchants at any time, upon request from DRUO. You expressly authorize DRUO to contact any sub-merchant linked to your program in order to ensure proper provision of the Services, perform verification or compliance activities, or take necessary actions to guarantee adherence to these Terms. DRUO reserves the right to limit, suspend, or terminate your ability to process transactions on behalf of sub-merchants, or to suspend or terminate your DRUO Profile entirely, at any time and without prior notice.

You accept full responsibility for the activities, obligations, and liabilities of all merchants onboarded through your program. This includes compliance with these Terms, applicable regulations, and all costs and risks associated with the use of DRUO’s Services. You shall hold DRUO harmless from any loss, dispute, liability, regulatory inquiry, or damage resulting from the activity of any sub-merchant within your program, including fees, Disputes, fines, penalties, or other operational risks.

As a Third-party Delegate, you must also comply with best practices, legal, and regulatory requirements applicable to third-party payment processors. This includes executing written agreements with each sub-merchant, retaining records of transaction authorizations, ensuring the accuracy of data submitted, monitoring transactions for fraud and risk, and cooperating with any audit, request for information, or investigation conducted by DRUO or a regulatory body. You are further required to comply with all applicable laws and standards such as OFAC regulations, anti-money laundering obligations, and data protection requirements. Failure to comply with any of the obligations outlined in this section may result in suspension or termination of your access to DRUO’s Services.

 

36. Relationship with End Users

Within the scope of these Terms, you are entirely responsible for your relationship with any third party you do business with, including customers, users, employees, and contractors (hereinafter “End Users”). All matters, including service/product specifications, pricing, payment terms, business policies/agreements, authorizations of any kind (including transaction processing), refunds, disputes, agreements, and customer service topics, are to be handled directly between you and the End User.

You must deliver products/services as agreed with End Users. When using our Services with End Users, you must clearly present the nature of DRUO’s relationship with your business to the end user and clearly explain the type of activities that you plan to carry out with their account, including charges and payments. All transactions and operations executed on DRUO need to happen with your End Users’ consent and as part of the contractual obligations that you have agreed with them.

We operate based on your instructions, and we (and our Processors) are not responsible for the products/services you provide or your relationship with End Users. Because of this, you must present yourself and your business separately from us and not attribute responsibilities to us unless explicitly agreed in the Terms or other agreements.

We are not obliged to provide direct support to your End Users unless explicitly agreed. However, End Users may contact us directly and we may take all necessary actions without prior notice or compensation to you, including requesting additional information, disconnecting Payment Methods (as defined in our Transaction Processing Services Policy) or reversing transactions. Reports from End Users to DRUO may result in the suspension or termination of your DRUO Profile. You are liable for any damages that your relationship with End Users might cause us or our processors, and you grant us Recovery Authorizations to recover such losses.

While we assist in responding to Disputes, you understand that transactions may be reversed and that you are solely responsible for resolving issues with your End Users.

37. Relationship with DRUO

We are a service provider for you under the scope of these Terms. The provision of our Services to you does not represent partnership, joint venture or endorsement from us.

If you require support, contact DRUO directly. Do not contact DRUO’s Processors, vendors or partners without our written instructions.

Each party guarantees indemnification from financial losses resulting from a violation of this section.

38. Absence of Advice

DRUO does not provide advisory services (including but not limited to legal, financial, tax, or regulatory). Any comment, suggestion or recommendation made by the DRUO team does not imply advice based on which you should make a decision. DRUO does not assume any responsibility associated with the decisions you make, whether or not they are related to the Services and the contractual relationship with us. You will be solely responsible for the legal, financial, tax, fiscal and other decisions you make.

39. Reserve

To ensure the performance of your obligations under any agreement between you and DRUO, we may define a variable or fixed amount of funds to be held permanently in our custody (hereinafter “Reserve”). The Reserve will be determined by us to be a reasonable amount to mitigate DRUO’s risk. The Reserve may be increased, reduced or eliminated at any time by us, at our sole discretion, based on information such as the length of time your profile has been active, your transaction history, dispute risk, fraud risk, industry type, your business activity, the products/services you offer, the country from which you operate, your use of ourServices, credit evaluations, or as otherwise deemed necessary by DRUO. You authorize us to fund the Reserve from any source of funds associated with your DRUO Profiles, including funds (a) on your Balance (as defined in Section D.2: “Balance of the Transaction Services Policy; or (b) directly from any instrument or payment method you have provided, including bank accounts, credit cards and debit cards. DRUO may also request these funds directly from you and in such case you must provide them immediately.

Reserve funds function as collateral to safeguard DRUO’s interests and are not at your disposal. They will only become available for supporting transactions with third parties once transferred to your Available Balance or when paid out to you by any other means. Consequently, you are prohibited from entering into agreements that confer ownership of these funds to third parties.

You will not receive payment of interest on the funds in Reserve, as this is held as collateral. By using our Services, you agree that you will not be entitled to interest or yield on any funds held by DRUO or our affiliates, and that you agree to fund the Reserves as required to satisfy any obligation with DRUO.

40. Guarantees

By using the Services you represent that: you grant us Recovery Authorizations for all funds that need to be returned to DRUO or our Processors, (c) Failure to pay amounts due upon request are considered a breach of these Terms, (d) you provide express authorization for sharing information about you, your DRUO Profile, transactions, and balances owed to DRUO to our Processors, government entities, credit bureaus, and financial institutions, as deemed necessary by DRUO and permitted under applicable law.

41. Recovery Authorizations

By using our Services, you grant us permission to recover any funds you owe to DRUO, arising from any activity carried out by you under these Terms or any other agreement you have with us, including Additional Terms. This is done through what we call “Recovery Authorizations.”
Recovery Authorizations are permissions for DRUO to recover funds from any source linked to your Profile on DRUO, whether it’s your balance, reserve, deposit, or any another registered payment method. These authorizations have the same legal effect as if you had physically signed a document with similar terms.
Through these Recovery Authorizations you authorize DRUO to execute recovery of funds from you without prior notice. If, for any reason, we cannot recover the funds, you agree to return those resources to DRUO within 5 business days after our request, without the need for further requirements. Additionally, you authorize us to generate new payment instruments to recover the funds you owe us, and report the situation to financial institutions, credit bureaus, government authorities, and any other third party as authorized by law.
It’s important to note that these authorizations have the same legal effect as if you had physically signed a document with similar terms.

42. Indemnity

You must comply with all rules and regulations that apply to your business activities and the use of our Services. While we provide functionalities for your business, it is your responsibility to ensure that all actions and use of the Services comply with applicable regulations. This includes consumer rights, conditions for non-face-to-face sales, handling of personal data, transaction processing, and other requirements specific to your business.

By accessing and utilizing our Services, you explicitly agree to absolve DRUO (including its directors, affiliates, representatives, associated entities, and employees) and its Processors from any claims, costs, losses, damages, judgments, taxes, sanctions, interest, or expenses stemming from your breach of these Terms. This extends to situations involving breaches, improper use of the Services, infringement of third-party rights, unauthorized access by third parties, non-compliance with applicable regulations, and fraudulent activities resulting from the use of the Services.

You are precluded from initiating legal action against DRUO for any decision or action related to your use of our Services, unless expressly permitted by law. In instances where an End User seeks to hold DRUO or third parties involved in the Services accountable, we reserve the right to seek redress from you or hold you responsible for any sums ordered to be paid, as well as the costs and expenses incurred in defending applicable interests. This includes interest at the maximum legal rate if not settled promptly, unless the liability is attributed to DRUO or the third party involved due to gross negligence or fraudulent conduct.

43. Breach of Terms

Failure to comply with any or all of these Terms (including any Additional Terms) may lead to the suspension or termination of your DRUO Profile, along with potential legal and criminal consequences. We have the right to investigate for various reasons, including responding to third-party complaints. These investigations could result in holding onto funds and adding extra fees to cover related costs and risks. We also retain the option to take legal action to prevent violations of these Terms and seek compensation for damages as per the relevant laws.

44. Availability of the Services

DRUO will use commercially reasonable efforts to ensure that the Services function correctly and that the information that passes through them is up to date. Nevertheless, we cannot guarantee uninterrupted availability of the Services and their content. Consequently, your use of the Services is at your own risk unless expressly stated otherwise by DRUO.

DRUO will not be held accountable for delays, transmission failures, or damages resulting from limitations, delays, or other issues inherent to the use of electronic communications and the internet. We cannot assure that: a) the Services and transmitted information will be error-free or continuously available (including regularly scheduled interruptions), b) the results obtained from utilizing the Services will meet your expectations, c) the quality of products, services, content, or any other material acquired through the Services will meet your expectations or specific regulatory requirements, d) the Services will be available at any particular time or place without interruptions. In the event of errors or interruptions, we will take reasonable measures to rectify them.

You assume all risks of damage or failure to your computer equipment or loss of information resulting from the use of the Services, including damage caused by computer viruses or failures in the Services. Therefore, we advise you to create backup copies of the information generated through the Services.

45. Liability

THE SERVICES ARE PROVIDED “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW APPLICABLE, NEITHER DRUO NOR ITS PROCESSORS, AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS, NON-INFRINGEMENT, OR ANY WARRANTIES THAT THE SERVICES ARE FREE OF DEFECTS OR ERRORS. DRUO MAKES NO WARRANTIES REGARDING THE PRODUCT OR RESULT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.

You agree to assume full responsibility for complying with all applicable laws and regulations, including those related to any activities you undertake involving any aspect of the Services, resulting information, or End User data.

DRUO’s contractual liability is limited to tangible, direct, quantifiable, and foreseeable damages resulting from its direct culpable actions or omissions. Unless gross negligence or willful misconduct occurs, DRUO assumes corrective, non-indemnifying liability. In the event of declared liability, your agreement limits DRUO’s liability, including our parent company and subsidiaries, to direct, documented, and proven damages for one or more breaches, not exceeding the amounts paid by you to us within the three (3) months preceding the dispute and related to the execution of this agreement, whether occurring during the provision of the Services or after the termination of this agreement. This limitation applies across various legal grounds, including contract, tort (including negligence), strict liability, or any other legal theory or basis, to the extent permitted by applicable law.
DRUO does not guarantee or assume responsibility for the actions or omissions of any third party involved in the Services or third parties advertised on our website.

DRUO, its parent company, or affiliated entities associated with DRUO will not be liable to you or any third party under any circumstances (even if the occurrence could have been foreseen or the event reported) for indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or the unavailability of the Services. Additionally, DRUO will not be liable under any circumstances for damages or losses resulting from hacking or other unauthorized access to the Services, your Profile, or the information contained therein.
Neither DRUO nor its Processors, suppliers or partners will be liable for damages caused to you or others by: (a) Your correct use of the Services and compliance with your instructions, or when the Services are used contrary to the documentation or established procedures, (b) Any unauthorized access, manipulation, or use of servers, infrastructure, or data related to the Services, including failures when implementing security measures, (c) Interruptions, cessation, or deficiencies in the Services, (d) Errors, viruses, or other harmful code transmitted through the Services, (e) Errors, inaccuracies, omissions, or losses in the data provided, (f) Third-party content provided by you, (g) Unlawful conduct by others, (h) Loss, error, or interruption of the Services, (i) Costs or loss of business, revenue, or profits, even if such damages were possible and whether or not a remedy fails its essential purpose, to the maximum extent permitted by law.

46. Conflict Resolution

Conflicts are defined as any disagreement or claim between you and DRUO, its Processors, suppliers, or licensors (or their respective affiliates, agents, directors, or employees), including claims related in any way to these Terms or the Services, or any other aspect of our relationship.

You commit to resolving Conflicts directly between you and DRUO within 60 days of the start of the Conflict through direct negotiation. If unresolved, Conflicts will be settled by individual arbitration. You must commence any action within one year of the issue that caused the Conflict.

Pre-Filing Requirement: Before arbitration, both parties agree to attempt direct, informal resolution. A written Notice must be sent to the other party, outlining the issue and desired resolution. Any Notice to DRUO must be mailed to DRUO, Inc., 1200 Brickell Ave, STE 1950-120, Miami, FL, 33131, United States.

The Notice must: (i) include your name, email address, phone number, business name, and business ID (if applicable); (ii) provide sufficient detailed information to assess the merits of the complaining party’s individualized claim and for the other party to determine whether an amicable resolution is possible; and (iii) set forth the specific relief requested, including the amount of money sought and how the claimant calculated the damages claimed.

If not resolved within 60 days, arbitration may proceed.

Arbitration Scope: Conflicts not resolved directly or in small claims court will be exclusively settled through binding arbitration by a single impartial arbitrator (hereinafter “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org), except that you and DRUO shall have the right to file early or summary dispositive motions and request that the AAA’s Expedited Procedures be applied regardless of the amount of the claim. Except as set forth above, the Arbitrator will be responsible for determining all arbitration threshold issues, including questions regarding whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable, or illusory and any defenses to arbitration, including waiver, delay, or estoppel.

The Federal Arbitration Act applies. Arbitration will occur in San Francisco, California, or via agreed-upon methods. The Arbitrator’s decision is binding and confidential.

Arbitration Costs: The initiating party shall cover the filing fees.

Disposition Rejection: Both parties agree to this clause unless a rejection notice is sent within 30 days of Profile creation, which would mean that any Conflict can only be resolved in court. This opt-out must be mailed to DRUO, Inc., 1200 Brickell Ave, STE 1950-120, Miami, FL, 33131, United States. For your convenience, we provide an opt-out notification form that you must complete to opt out. You must complete this form by providing your name, address, telephone number and the email addresses you used to sign-up and use the Services. This is the only way to opt out of this provision. The opt-out will not affect any other aspect of the General Terms, Additional Terms, or the Services, and will not affect any other or future agreements you may arbitrate with us.

Judicial Proceedings: Except for small claims, legal actions must be initiated in San Francisco, California courts, adhering to arbitration stipulations.

47. Applicable Law and Jurisdiction

This Agreement shall be governed by California law and/or applicable United States federal law. Any dispute will be governed by the Federal Arbitration Act and/or applicable federal law, without regard to its choice of law or conflict of law principles.

Some of our Services (or parts of them) may operate in other jurisdictions that require special conditions. In light of this, these Terms (or parts of them) and the use of our Services may be governed by the law of that jurisdiction, as specified by DRUO.

48. Confidentiality

DRUO may disclose confidential information related to its processes, procedures, manuals, policies, fees, connection schemes, and other documentation associated with the operation of DRUO. You are obligated to maintain the confidentiality of such information and shall not disclose it to third parties without our prior written consent. You will only use confidential information internally and exclusively for the purposes outlined in these Terms (including Additional Terms and other annexes) and strictly for the use of the Services.
Upon termination of this agreement or upon DRUO’s request, you must return all information previously provided by DRUO and delete all copies from your systems as instructed.

49. Comprehensive Agreement

This agreement between DRUO and you constitutes the sole agreement governing your use of the Services. By accepting these Terms and Conditions, along with any Additional Terms and applicable special conditions, you acknowledge that they supersede any prior agreements related to the Services, the Site, the Content, and any information therein.

Your use of the Services implies your agreement to abide by these Terms, which represent the complete agreement between you and DRUO. If any part of these Terms is found to be unenforceable, the remaining provisions shall still apply to the fullest extent permitted by law. These Terms do not limit any rights under intellectual property laws, and no waiver of any provision shall be deemed a waiver of any other provision.

50. Language

These Terms were written in English. If a judge requires a translation to settle a Conflict, the parties agree that the party requesting the translation shall be responsible for the associated costs. In case of conflict in interpretation between this version and the translated version, the English version of the Terms shall prevail.