Terms for Partner Businesses

Effective date: April 1, 2026 · Last updated: April 1, 2026
These terms govern the relationship between CourtOS and any business that registers as a Partner Business on the Platform.

1. Definitions

"CourtOS," "we," "us," "our" — the entity operating the CourtOS platform.
"Partner Business," "Business," "you," "your" — any business or merchant registered on the Platform to issue and manage prepaid cards.
"Platform" — the CourtOS web application, APIs, admin panel, and all related software services.
"CourtCard" or "Card" — a digital prepaid membership card issued by the Business through the Platform.
"Credits" — the unit of value stored on a Card, redeemable for Business services.
"Member" — an individual who activates a CourtCard issued by the Business.
"Card Purchaser" — the person who buys or funds a Card, who may differ from the Member.
"Platform Fee" — the fee charged by CourtOS per Card issuance or transaction as agreed with the Business.
"Agreement" — these Terms for Partner Businesses, together with any registration forms, pricing schedules, or addenda accepted by the Business.

2. Acceptance of Terms

By registering as a Partner Business, clicking "I agree," or using the Platform in any capacity, you agree to be bound by this Agreement. If you are accepting on behalf of a legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, do not register or use the Platform.

3. Platform Services

CourtOS provides the Business with access to a technology platform that includes:

Digital prepaid card issuance and management tools.
Member identity verification via SMS OTP.
Wallet and credit balance tracking.
Admin panel for managing cards, members, and transactions.
Gift card delivery and activation flows.
Balance inquiry pages accessible to cardholders.

CourtOS provides these services on a software-as-a-service basis. We do not participate in the Business's operations, set prices for Business services, or manage Business facilities.

4. Registration & Account

4.1 Accurate Information

You agree to provide accurate, complete, and current information during registration and to keep it updated. This includes your legal business name, address, contact details, and payment information.

4.2 Admin Account Security

You are responsible for all activity that occurs under your admin account. You must keep login credentials secure, not share them with unauthorized persons, and notify CourtOS immediately of any unauthorized access. CourtOS is not liable for losses resulting from unauthorized use of your account.

4.3 One Account Per Business

Each Business location or entity must maintain its own separate account. Sub-accounts or multi-location setups are available only where explicitly supported by the Platform.

5. Card Issuance

5.1 Business as Issuer

The Business is the legal issuer of each CourtCard. CourtOS provides the technology infrastructure. The obligation to honor Card balances rests entirely with the Business, not with CourtOS.

5.2 Card Content Accuracy

You are responsible for the accuracy of all information associated with issued Cards, including the recipient's name, contact details, and the Credit value loaded onto the Card.

5.3 No Misleading Representations

You must not misrepresent the value, terms, or conditions of any Card to Card Purchasers or Members. All bonus and promotional credit terms must be clearly communicated at the time of purchase.

5.4 Card Value Settlement

When a Member redeems Credits at your location, you agree to honor the redemption at the Credit-to-currency rate in effect at the time of Card issuance for that specific Card.

6. Financial Obligations

6.1 Obligation to Honor Balances

You are solely and unconditionally responsible for honoring all unredeemed Credit balances on Cards issued through your account. This obligation survives any suspension, termination, or closure of your Business account on the Platform.

6.2 No Offsetting

You may not reduce, offset, or withhold Credit balances from Members due to internal disputes, financial difficulties, or disagreements with CourtOS. Your obligation to Members is independent of your relationship with CourtOS.

6.3 Business Closure

If you cease operations, whether temporarily or permanently, you must notify CourtOS immediately and make reasonable arrangements to honor or refund outstanding Card balances. Failure to do so may result in legal liability to affected Members and to CourtOS.

6.4 Chargebacks

If a Card Purchaser initiates a chargeback on a Card purchase, the Business is solely responsible for responding to and resolving the chargeback. CourtOS may freeze the associated Card pending resolution. Any chargeback fees imposed by payment processors are the Business's responsibility.

7. Platform Fees

7.1 Fee Structure

Platform Fees are agreed at the time of Business registration and documented in your account settings. Fees may include a percentage of card value issued, per-transaction fees, or a combination.

7.2 Fee Changes

CourtOS may modify Platform Fees with at least 30 days' written notice. Continued use of the Platform after the notice period constitutes acceptance of the new fees.

7.3 Taxes

You are responsible for all taxes, duties, and levies applicable to your Business's revenue and operations. Platform Fees are exclusive of VAT or other applicable taxes unless stated otherwise.

8. Bonus & Promotional Credits

You may configure bonus Credit rates through your admin panel. You acknowledge that:

Bonus Credits represent a real financial obligation — Members expect to redeem them.
You must have a reasonable basis to fund bonus Credits from your operations before offering them.
CourtOS is not responsible for any financial exposure arising from bonus Credit programs you configure.
Misleading or predatory bonus structures (e.g., setting high bonus rates you intend to cancel before redemption) are prohibited and may result in account termination.

9. Member Data & Privacy

9.1 Data You Receive

Through the Platform you will have access to Member personal data including names, phone numbers, email addresses, dates of birth, and transaction history. This data is provided to you solely for the purpose of operating your membership card program.

9.2 Permitted Use

You may use Member data only to:

Manage card balances and redemptions.
Communicate with Members about their cards and Business services.
Send marketing communications to Members who have explicitly opted in.
Comply with applicable legal obligations.

9.3 Prohibited Use

You must not:

Sell, rent, or share Member data with third parties for any purpose.
Use Member data for purposes unrelated to the card program without separate explicit consent.
Send marketing communications to Members who have not opted in.
Retain Member data beyond what is necessary for the purposes above.

9.4 Security

You must implement reasonable technical and organizational measures to protect Member data accessed through the Platform against unauthorized access, disclosure, or loss.

10. Data Processing Agreement

To the extent that CourtOS processes personal data on behalf of the Business under applicable data protection laws, CourtOS acts as a data processor and the Business acts as the data controller. CourtOS will:

Process personal data only on documented instructions from the Business (as configured in the Platform).
Implement appropriate technical and organizational security measures.
Not engage sub-processors without the Business's knowledge, except those disclosed in our privacy documentation.
Assist the Business in responding to data subject rights requests where technically feasible.
Delete or return personal data upon termination of this Agreement, subject to legal retention requirements.

      Business responsibility: As data controller, the Business is responsible for ensuring it has a lawful basis to collect and process Member personal data, and for informing Members about how their data is used. CourtOS's cardholder Terms of Use and privacy notices assist with this obligation but do not replace the Business's own obligations under applicable law.
    

11. Business Conduct & Prohibited Use

You agree not to use the Platform to:

Issue Cards with inflated values, fictitious members, or for money laundering purposes.
Process transactions for services or products that are illegal in your jurisdiction.
Circumvent Platform security, access controls, or rate limits.
Reverse-engineer, copy, or create competing products based on the Platform.
Interfere with other Businesses' data, accounts, or operations.
Misrepresent your Business's identity, location, or services to Card Purchasers or Members.
Use the Platform after your account has been suspended or terminated.

12. Card Suspension & Voiding

You may freeze or void Cards issued through your account for legitimate reasons, including suspected fraud, Member violations of Business rules, or disputed transactions. You agree to:

Use card suspension powers only for legitimate operational purposes.
Not freeze or void Cards as a mechanism to avoid honoring valid Credit balances.
Maintain records justifying any card suspension or voiding decision.

CourtOS reserves the right to audit card suspension patterns and may restrict your ability to void Cards if misuse is detected.

13. Platform Availability

CourtOS will make reasonable efforts to maintain Platform availability but does not guarantee uninterrupted service. Scheduled maintenance, security updates, and circumstances beyond our control may result in temporary unavailability. CourtOS is not liable for losses arising from Platform downtime.

We will make reasonable efforts to notify Businesses of scheduled maintenance in advance where practicable.

14. Intellectual Property

14.1 Platform IP

The Platform, including all software, design, branding, and documentation, is owned by CourtOS. This Agreement grants you a limited, non-exclusive, non-transferable license to use the Platform solely for the purpose of operating your membership card program. No other rights are granted.

14.2 Business Content

You retain ownership of content you upload to the Platform (logos, business names, descriptions). You grant CourtOS a non-exclusive, royalty-free license to display and use this content for the purpose of operating the Platform and presenting your Business to Members and Card Purchasers.

14.3 Feedback

Any feedback or suggestions you provide regarding the Platform may be used by CourtOS without restriction or compensation to you.

15. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement ("Confidential Information"), and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of this Agreement for a period of three years.

Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, or that the receiving party already lawfully possessed prior to disclosure.

16. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

COURTOS DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, SECURE, OR CONTINUOUSLY AVAILABLE, OR THAT IT WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS.

17. Limitation of Liability

17.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COURTOS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM.

17.2 Liability Cap

COURTOS'S TOTAL AGGREGATE LIABILITY TO THE BUSINESS FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY THE BUSINESS TO COURTOS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Business's Liability to Members

Nothing in this Agreement limits the Business's own liability to Members for unredeemed Card balances or Business services. The Business's financial obligations to its Members are independent of and unaffected by any limitation on CourtOS's liability to the Business.

18. Indemnification

You agree to indemnify, defend, and hold harmless CourtOS, its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

Your breach of this Agreement.
Your failure to honor Card balances.
Your violation of any applicable law or regulation.
Claims by Members or Card Purchasers related to your Business's services or products.
Your misuse of Member personal data.
Any misrepresentation you make to Members, Card Purchasers, or CourtOS.

19. Term & Termination

19.1 Term

This Agreement begins when your Business account is approved and continues until terminated by either party.

19.2 Termination by Business

You may terminate this Agreement at any time by notifying CourtOS in writing and closing your account, provided that all outstanding Card balances have been honored or lawfully refunded to Members.

19.3 Termination by CourtOS

CourtOS may suspend or terminate your account immediately and without notice if you:

Materially breach this Agreement and fail to cure the breach within 14 days of notice.
Engage in fraudulent, illegal, or abusive conduct.
Fail to honor Card balances.
Become insolvent or cease operations.
Pose a risk to the security of the Platform or other Businesses' data.

CourtOS may also terminate this Agreement for any reason with 30 days' written notice.

20. Effect of Termination

Upon termination:

Your access to the Platform will cease.
Your obligation to honor outstanding Card balances continues and survives termination.
You must export or request deletion of your data within 30 days.
Sections 6, 9, 10, 14, 15, 17, 18, 20, and 22 survive termination.

21. Force Majeure

Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, war, government actions, pandemics, power outages, or failures of third-party infrastructure. The affected party must notify the other promptly and take reasonable steps to mitigate the impact.

22. Dispute Resolution

22.1 Informal Resolution

The parties agree to attempt to resolve any dispute informally by good-faith negotiation before initiating formal proceedings. Either party may initiate this by providing written notice describing the dispute and proposed resolution.

22.2 Governing Law & Jurisdiction

This Agreement is governed by the laws of Ukraine. Any unresolved disputes shall be submitted to the exclusive jurisdiction of the courts of Kyiv, Ukraine.

22.3 No Class Actions

All disputes must be resolved on an individual basis. Neither party may bring claims as a class action or in a representative capacity.

23. Modifications

CourtOS may update these Terms at any time. We will notify registered Businesses via email or in-platform notification at least 30 days before material changes take effect. Continued use of the Platform after the effective date constitutes acceptance. If you do not agree with changes, you may terminate this Agreement before the effective date.

24. Entire Agreement

This Agreement, together with any pricing schedules, registration forms, and addenda, constitutes the entire agreement between CourtOS and the Business regarding the Platform and supersedes all prior agreements and understandings. No waiver of any provision shall be deemed a continuing waiver.

25. Contact

For questions about this Agreement or your Business account:

Email: support@courtos.app