Last updated: October 13, 2025
These Terms of Service govern Customer's use of the SZNS Solutions Web3 Payments Portal and all related services provided by SZNS Solutions LLC. By accessing or using the Portal, issuing or receiving invoices through SZNS, or making any payment to SZNS, Customer agrees to be bound by these Terms (collectively, the "Agreement").
SZNS Solutions LLC ("SZNS," "we," "us," or "our") provides web3 consulting, software engineering, invoicing solutions, and related professional services through the SZNS Solutions Web3 Payments Portal located at https://web3pay.szns.solutions (the "Portal"). This Agreement applies to all services provided by SZNS, whether documented in Order Forms, invoices, statements of work, proposals, or otherwise communicated to Customer.
1.1 "Affiliates" means, with respect to a party, any entity that controls, is controlled by, or which is under common control with such party, where "control" means ownership of fifty percent (50%) or more of the outstanding shares or securities representing the right to vote in the election of directors or other management authority of such party.
1.2 "Authorized Users" means employees, contractors, or agents of Customer or Customer's Affiliates who have been granted access to the Portal and are (i) bound by confidentiality obligations no less protective than this Agreement, (ii) not direct competitors of SZNS, and (iii) whose compliance with the terms and conditions of this Agreement remains Customer's responsibility.
1.3 "Customer Data" means any data, information, files, or content uploaded, transmitted, or provided by Customer through the Portal or in connection with SZNS Services.
1.4 "Documentation" means the user documentation, guides, and materials made available by SZNS on the Portal or otherwise provided to Customer.
1.5 "Fees" means all amounts payable by Customer to SZNS, including but not limited to fees specified in Order Forms, invoices, statements of work, proposals, usage-based charges, transaction fees, subscription fees, professional services fees, and any other charges for SZNS Services or products.
1.6 "Invoice" means any billing document, statement, or payment request issued by SZNS to Customer, regardless of format or delivery method, including but not limited to invoices generated through the Portal, email invoices, revised invoices, corrected invoices, and supplemental invoices.
1.7 "Order Form" means any ordering document, agreement, statement of work, proposal, quote, or contract between SZNS and Customer that references these Terms or describes services to be provided by SZNS.
1.8 "Portal" means the SZNS Solutions Web3 Payments Portal hosted at https://web3pay.szns.solutions, including all associated web interfaces, APIs, and technologies.
1.9 "SZNS Services" means all products, services, platforms, software, consulting, professional services, deliverables, and support provided by SZNS to Customer, whether delivered through the Portal, documented in an Order Form, described in an invoice, or otherwise provided to Customer. This includes but is not limited to the Portal, payment processing services, invoicing services, web3 payment infrastructure, blockchain integration services, consulting services, custom development, and any other services SZNS provides to Customer.
1.10 "Term" means the period during which Customer has rights to access and use SZNS Services as specified in the applicable Order Form, or if no term is specified, the period from Customer's first access to SZNS Services until termination of this Agreement.
2.1 License Grant. Subject to the terms and conditions of this Agreement and Customer's payment of all applicable Fees, SZNS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to (i) access and use the Portal, (ii) receive and access SZNS Services, and (iii) use the Documentation, solely for Customer's internal business purposes. This license is conditional upon Customer's full compliance with this Agreement and timely payment of all Fees.
2.2 Limitations and Restrictions. Customer will only provide access to the Portal and SZNS Services to Authorized Users. Customer will be responsible and liable for all Authorized Users' compliance with the terms and conditions of this Agreement. Except as expressly permitted hereunder, neither Customer nor any Authorized User will, or will permit or authorize any third party to:
(a) copy, reproduce, reverse engineer, decompile, disassemble, modify, or create derivative works based on the Portal or SZNS Services;
(b) sell, rent, lease, distribute, assign, or use the Portal or SZNS Services for timesharing or service bureau purposes;
(c) circumvent, disable, interfere with, or disrupt the integrity, security, or performance of, or otherwise attempt to gain unauthorized access to the Portal, SZNS Services, or related systems, hardware, or networks;
(d) use the Portal or SZNS Services in any manner that violates applicable laws, regulations, or third-party rights;
(e) remove or obscure any proprietary notices or labels of SZNS or its suppliers on the Portal or SZNS Services; or
(f) use the Portal or SZNS Services to compete with SZNS or for any purpose other than as expressly authorized herein.
2.3 Account Security. Customer is solely responsible for maintaining the confidentiality and security of all login credentials, passwords, private keys, wallet addresses, and account access methods. Customer is fully liable for all activities that occur under Customer's account or using Customer's credentials, whether authorized by Customer or not. SZNS is not responsible for unauthorized access resulting from Customer's failure to maintain secure credentials.
2.4 Service Modifications. SZNS reserves the right, in its sole discretion, to modify, suspend, discontinue, or impose limits on any aspect of the Portal or SZNS Services at any time, with or without notice. SZNS may add, remove, or change features, functionality, pricing, or terms for any SZNS Services. Customer's continued use of SZNS Services after any such changes constitutes acceptance of such changes.
2.5 Trial and Beta Access. SZNS may offer Customer trial or beta access to the Portal or SZNS Services for evaluation purposes ("Trial Access"). Trial Access is provided "AS IS" without warranty of any kind. Sections 7.2, 7.3, 8.1, 8.2, and 9.1 of this Agreement do not apply to Trial Access or beta features. SZNS disclaims all warranties, indemnities, and other liability for Trial Access and beta features. Either party may terminate Trial Access at any time. For Trial Access and beta features, SZNS's liability for all claims will not exceed $100.00.
3.1 Customer Data License. Customer hereby grants SZNS a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable right and license to access, use, process, display, store, transmit, and modify Customer Data as necessary to: (i) provide SZNS Services, (ii) fulfill SZNS's obligations under this Agreement, (iii) manage accounts and billing, (iv) comply with legal obligations, (v) enforce this Agreement, and (vi) for any other purpose compatible with the provision of SZNS Services.
Customer acknowledges and agrees that SZNS may collect, use, aggregate, and analyze Customer Data in aggregated, anonymized, or de-identified form for purposes including but not limited to improving SZNS Services, analyzing usage patterns, conducting market research, developing new products or services, and demonstrating the effectiveness of SZNS Services ("Aggregated Data"). SZNS retains all rights to Aggregated Data, which is considered SZNS's Confidential Information and proprietary property.
3.2 SZNS Ownership. Customer acknowledges and agrees that SZNS and its licensors retain all rights, title, and interest in and to the Portal, SZNS Services, Documentation, all copies or portions thereof (by whomever produced), all improvements, updates, modifications, enhancements, derivatives, and all intellectual property rights therein, including but not limited to patents, copyrights, trademarks, trade secrets, and all other proprietary rights. SZNS grants no rights to Customer other than the limited rights expressly granted in Section 2.1. All rights not expressly granted are reserved by SZNS.
3.3 Feedback. Customer may voluntarily submit feedback, suggestions, ideas, or recommendations to SZNS regarding the Portal or SZNS Services. Customer hereby assigns to SZNS all rights, title, and interest in such feedback, and SZNS may use, implement, and commercialize such feedback without any restriction, obligation, or compensation to Customer.
3.4 Customer Responsibilities. Customer will:
(a) use commercially reasonable efforts to prevent unauthorized access to or use of the Portal and SZNS Services and notify SZNS promptly of any such unauthorized access or use;
(b) use the Portal and SZNS Services only in accordance with the Documentation, this Agreement, and all applicable laws and regulations;
(c) not use the Portal or SZNS Services in any manner that could damage, disable, overburden, or impair SZNS's systems or interfere with any other party's use of SZNS Services;
(d) ensure all information provided to SZNS is accurate, current, and complete;
(e) maintain backup copies of all Customer Data;
(f) comply with all payment obligations and remit all Fees when due; and
(g) be solely liable for any uses of accounts linked to Customer's login credentials.
3.5 Third-Party Services. SZNS Services may integrate with or rely upon third-party services, platforms, blockchains, or technologies (collectively, "Third-Party Services"). Customer acknowledges that SZNS does not control Third-Party Services and is not responsible for their availability, functionality, security, or performance. Customer's use of Third-Party Services is at Customer's own risk and may be subject to separate terms and conditions.
4.1 Payment Obligation. Customer will pay to SZNS all Fees as specified in any Order Form, invoice, or otherwise communicated by SZNS. Customer's payment obligation is unconditional and non-refundable except as expressly provided in this Agreement. All Fees are earned upon invoicing and are due and payable in accordance with the payment terms specified in the applicable invoice or Order Form, or if not specified, within thirty (30) days of the invoice date.
4.2 Invoice Authority and Corrections. SZNS has sole authority to determine the amount, timing, and method of invoicing Customer for SZNS Services. Customer acknowledges and agrees that:
(a) Invoicing Errors: If SZNS discovers any error, omission, or inaccuracy in any invoice (whether due to calculation mistake, omitted services, incorrect pricing, technical error, or any other reason), SZNS may issue a corrected, revised, or supplemental invoice at any time. Customer will pay any additional amounts owed as reflected in the corrected invoice within ten (10) days of receipt. If an invoice overstates amounts due, SZNS may issue a credit or refund in its discretion, or apply the overpayment to future invoices.
(b) Underbilling: If Customer was under-invoiced or under-charged for any SZNS Services (regardless of the reason or time period), Customer remains obligated to pay the full and correct amount for all services provided. SZNS may issue supplemental invoices for any previously unbilled or under-billed amounts, and Customer will pay such supplemental invoices within ten (10) days of receipt.
(c) Usage-Based Charges: For SZNS Services billed on a usage, transaction, or consumption basis, SZNS's calculation of usage and applicable Fees is final and binding. SZNS may invoice Customer in arrears based on actual usage during each billing period.
(d) Invoice Disputes: Any dispute regarding an invoice must be raised in writing within ten (10) days of the invoice date. Failure to dispute an invoice within this period constitutes Customer's acceptance of the invoice as accurate. Disputed amounts must still be paid when due; any overpayment will be refunded or credited if Customer prevails in the dispute.
(e) Right to Invoice Retroactively: SZNS may invoice Customer for services previously provided but not yet invoiced, regardless of how much time has elapsed since the services were provided, subject to applicable statutes of limitation.
4.3 Late Payment and Suspension. If payment of any Fees is not made when due and payable:
(a) Late fees will accrue automatically at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, whichever is less) on the unpaid balance from the due date until paid in full;
(b) Customer will pay all costs of collection, including reasonable attorneys' fees and expenses;
(c) If any payment is more than ten (10) days overdue, SZNS may immediately suspend Customer's access to the Portal and SZNS Services without further notice until all amounts due are paid in full, including late fees and collection costs; and
(d) SZNS may terminate this Agreement in accordance with Section 5.2 for non-payment.
Suspension or termination for non-payment does not relieve Customer of its obligation to pay all amounts due.
4.4 Taxes. All Fees are exclusive of any taxes, duties, levies, tariffs, or similar governmental charges (collectively, "Taxes"). Customer is solely responsible for payment of all Taxes arising from this Agreement or Customer's use of SZNS Services, except for taxes based on SZNS's net income. Customer will pay all Taxes directly to the applicable taxing authority or will reimburse SZNS for any Taxes paid by SZNS. Customer will not withhold any Taxes from payments to SZNS unless required by law, in which case Customer will pay such additional amounts to ensure SZNS receives the full amount invoiced. If a taxing authority assesses SZNS for any Taxes that are Customer's responsibility under this Agreement, SZNS may invoice Customer for such Taxes (including interest and penalties), and Customer will pay such invoice within ten (10) days. Customer will provide SZNS with valid tax exemption certificates if Customer claims any tax exemption.
4.5 Payment Methods. Customer will pay all Fees using payment methods acceptable to SZNS, which may include wire transfer, ACH transfer, cryptocurrency payments, credit card, or other methods specified by SZNS. Customer is responsible for all fees charged by payment processors, banks, or blockchain networks in connection with payments to SZNS. For cryptocurrency payments, the amount due is calculated at the time of invoice issuance, and Customer bears all risk of price fluctuation between invoice date and payment date.
4.6 Price Changes. SZNS reserves the right to change pricing for SZNS Services at any time. Price changes for existing subscriptions will take effect upon the next renewal. For other services, price changes will take effect upon thirty (30) days' notice to Customer or as stated in the notice of price change. Customer's continued use of SZNS Services after a price change constitutes acceptance of the new pricing.
4.7 No Refunds. All Fees paid are non-refundable except as expressly provided in Section 7.3 or as required by applicable law. If Customer terminates this Agreement or discontinues use of SZNS Services, Customer is not entitled to any refund of prepaid fees.
4.8 No Offset or Deduction. Customer may not withhold, offset, or deduct any amounts from payments due to SZNS for any reason, including any claim Customer may have against SZNS, except as required by law or with SZNS's prior written consent.
4.9 Future Functionality. Customer's purchase of SZNS Services is not contingent upon the delivery of any future functionality, features, or services. SZNS makes no commitment regarding future features or functionality. Any oral or written statements regarding future functionality are non-binding and for informational purposes only. The development, release, and timing of any features remains in SZNS's sole discretion.
5.1 Term and Renewal. This Agreement commences on the earlier of (i) the date Customer first accesses the Portal, (ii) the date of the first Order Form, or (iii) the date Customer first receives SZNS Services, and continues for the Term specified in the applicable Order Form. If no term is specified, this Agreement continues on a month-to-month basis.
Unless otherwise specified in the Order Form, subscriptions to SZNS Services will automatically renew for successive periods equal in length to the initial term (each a "Renewal Term") unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. SZNS reserves the right to modify fees, terms, or conditions applicable to any Renewal Term prior to commencement of the Renewal Term. Customer's continued use of SZNS Services after the start of a Renewal Term constitutes acceptance of the renewal terms.
5.2 Termination for Breach. Either party may terminate this Agreement if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice (or ten (10) days in the case of Customer's non-payment). SZNS may also immediately terminate this Agreement or suspend access to SZNS Services if Customer breaches Sections 2.2, 2.3, 4, or 6, or if SZNS reasonably believes Customer's use of SZNS Services poses a security or legal risk.
5.3 Effect of Termination. Upon any termination or expiration of this Agreement:
(a) All rights granted to Customer hereunder immediately terminate, and Customer will immediately cease all use of and access to the Portal and SZNS Services;
(b) All Fees owed by Customer become immediately due and payable, including any amounts for services provided up to the termination date and any early termination fees specified in the Order Form;
(c) Customer may request an export of Customer Data in a mutually agreed-upon format within thirty (30) days of the effective date of termination. After such period, SZNS may delete any Customer Data and has no obligation to retain or provide any Customer Data;
(d) Each party will return or destroy all copies of the other party's Confidential Information (subject to SZNS's rights under Section 3.1 regarding Aggregated Data);
(e) SZNS will have no obligation to provide any SZNS Services or support;
(f) Customer will return or destroy all Documentation and materials provided by SZNS; and
(g) All accrued rights, obligations, and remedies of the parties will survive.
Termination of this Agreement does not relieve Customer of its obligation to pay all amounts owed to SZNS, including amounts that accrue after termination until final payment is made.
5.4 Survival. Upon expiration or termination of this Agreement, the following provisions will survive: Sections 3 (Ownership), 4 (Fees and Payment), 5.3 (Effect of Termination), 5.4 (Survival), 6 (Confidentiality), 7.4 (Disclaimer), 8 (Limitations of Liability), 9 (Indemnification), and 10 (General Provisions), as well as any other provisions that by their nature are intended to survive.
6.1 Confidential Information. "Confidential Information" means any non-public information or data, in any form, disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party") that: (i) is marked as confidential or proprietary, (ii) is identified in writing as confidential, or (iii) would reasonably be understood to be confidential given the nature of the information or circumstances of disclosure. SZNS's Confidential Information includes the Portal, SZNS Services, Documentation, pricing information, business strategies, technical information, and Aggregated Data. Customer's Confidential Information includes Customer Data (subject to SZNS's rights under Section 3.1).
Information will not be considered Confidential Information if it: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without breach of confidentiality obligations; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6.2 Use and Non-Disclosure. Each party agrees that it will:
(a) use the Confidential Information of the Disclosing Party solely to perform its obligations or exercise its rights under this Agreement;
(b) exercise due care in protecting the Confidential Information from unauthorized use and disclosure, using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
(c) not disclose the Disclosing Party's Confidential Information or the terms of this Agreement to any third party without the Disclosing Party's prior written consent, except as permitted in subsection (d);
(d) disclose Confidential Information only to its employees, officers, directors, consultants, professional advisers (e.g., attorneys, auditors, accountants, financial advisors), and subcontractors who have a legitimate need to know and are bound by written confidentiality obligations at least as protective as this Agreement; and
(e) if required by law, regulation, court order, or governmental authority to disclose Confidential Information, provide the Disclosing Party with prompt written notice (if legally permitted) and reasonable assistance to contest such disclosure, and disclose only the minimum amount necessary to comply with the legal requirement.
6.3 Equitable Relief. The parties acknowledge that breach of this Section 6 may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, in the event of an actual or threatened breach, the Disclosing Party will be entitled to seek equitable relief, including injunctive relief and specific performance, without the need to post bond, in addition to all other remedies available at law or in equity.
7.1 Customer Representations and Warranties. Customer represents and warrants that:
(a) Customer has full legal authority and capacity to enter into this Agreement and to perform its obligations hereunder;
(b) Customer has all rights, licenses, consents, and permissions necessary to provide Customer Data to SZNS and to permit SZNS's use of Customer Data as contemplated by this Agreement;
(c) Customer's provision of Customer Data to SZNS and SZNS's use of Customer Data as authorized herein does not and will not violate or conflict with any agreement, obligation, or duty Customer owes to any third party, or any third-party rights, or any applicable law, rule, or regulation;
(d) Customer Data does not and will not contain any viruses, malware, or malicious code;
(e) Customer's use of the Portal and SZNS Services complies and will comply with all applicable laws, regulations, and industry standards; and
(f) All information provided by Customer to SZNS is accurate, current, and complete.
7.2 Service Availability. SZNS will use commercially reasonable efforts consistent with prevailing industry standards to provide the Portal and SZNS Services in a manner that minimizes errors and interruptions. However, Customer acknowledges that the Portal and SZNS Services may be temporarily unavailable due to:
(a) scheduled maintenance (which SZNS will attempt to schedule during off-peak hours and provide advance notice of when reasonably possible);
(b) unscheduled emergency maintenance;
(c) issues with Third-Party Services, including blockchain networks, payment processors, or other third-party platforms;
(d) factors beyond SZNS's reasonable control, including internet connectivity issues, DNS failures, DDoS attacks, power outages, natural disasters, or acts of government; or
(e) suspension of Customer's access due to breach of this Agreement or non-payment.
SZNS will not be liable for any unavailability, interruption, or degradation of the Portal or SZNS Services.
7.3 Limited Warranty. SZNS warrants that during the Term, the Portal, when accessed and used in accordance with this Agreement and the Documentation, will materially perform in accordance with the Documentation. This warranty does not apply to:
(a) Trial Access or beta features;
(b) issues caused by Customer's breach of this Agreement, misuse, unauthorized modifications, or failure to follow the Documentation;
(c) problems caused by Third-Party Services, Customer's equipment, internet connectivity, or factors outside SZNS's reasonable control; or
(d) features or functionality not documented in the Documentation.
Customer's sole remedy and SZNS's sole obligation for breach of this warranty is for SZNS to use commercially reasonable efforts to correct the non-conformity within thirty (30) days of receiving written notice. If SZNS is unable to correct the non-conformity within such period, Customer may terminate the applicable Order Form and receive a pro-rata refund of prepaid fees for the terminated portion of the Term. This remedy is Customer's exclusive remedy for breach of warranty.
7.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.3, THE PORTAL AND ALL SZNS SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SZNS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND QUALITY;
(b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
(c) WARRANTIES THAT THE PORTAL OR SZNS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
(d) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA, CONTENT, OR INFORMATION PROVIDED THROUGH THE PORTAL OR SZNS SERVICES;
(e) WARRANTIES REGARDING THE PERFORMANCE, AVAILABILITY, OR SECURITY OF BLOCKCHAIN NETWORKS, CRYPTOCURRENCIES, OR OTHER THIRD-PARTY SERVICES; AND
(f) WARRANTIES THAT THE PORTAL OR SZNS SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.
CUSTOMER ACKNOWLEDGES THAT WEB3 TECHNOLOGIES, BLOCKCHAIN NETWORKS, AND CRYPTOCURRENCY TRANSACTIONS INVOLVE INHERENT RISKS, INCLUDING PRICE VOLATILITY, NETWORK DELAYS, TRANSACTION FAILURES, SECURITY VULNERABILITIES, AND REGULATORY UNCERTAINTY. SZNS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THESE TECHNOLOGIES AND IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, OR ISSUES ARISING FROM CUSTOMER'S USE OF WEB3 TECHNOLOGIES OR BLOCKCHAIN NETWORKS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SZNS OR THROUGH THE PORTAL WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS EXCLUSION APPLIES TO ALL CLAIMS, INCLUDING BUT NOT LIMITED TO CLAIMS RELATED TO:
(a) THE AVAILABILITY, PERFORMANCE, SECURITY, OR FUNCTIONALITY OF THE PORTAL OR SZNS SERVICES;
(b) ERRORS, BUGS, INACCURACIES, OR INTERRUPTIONS IN THE PORTAL OR SZNS SERVICES;
(c) LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS TO CUSTOMER DATA OR OTHER DATA;
(d) BLOCKCHAIN TRANSACTIONS, CRYPTOCURRENCY PRICE VOLATILITY, NETWORK DELAYS, OR TRANSACTION FAILURES;
(e) THIRD-PARTY SERVICES, PRODUCTS, OR ACTIONS;
(f) UNAUTHORIZED ACCESS TO OR USE OF CUSTOMER'S ACCOUNT OR CREDENTIALS;
(g) INVOICE ERRORS OR BILLING DISPUTES; OR
(h) ANY OTHER MATTER RELATED TO THIS AGREEMENT OR SZNS SERVICES.
THE EXCLUSIONS IN THIS SECTION 8.1 DO NOT APPLY TO:
(i) CUSTOMER'S BREACH OF SECTION 2.2 (LIMITATIONS AND RESTRICTIONS);
(ii) EITHER PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY);
(iii) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4;
(iv) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; OR
(v) CUSTOMER'S BREACH OF SECTION 3.2 (SZNS OWNERSHIP).
8.2 CAP ON LIABILITY. EXCEPT FOR THE EXCLUDED CLAIMS LISTED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SZNS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF NO FEES HAVE BEEN PAID, THE LIABILITY CAP IS ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.
THIS LIABILITY CAP DOES NOT APPLY TO:
(a) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 (WHICH ARE UNLIMITED);
(b) CUSTOMER'S BREACH OF SECTION 2.2 (LIMITATIONS AND RESTRICTIONS) OR SECTION 3.2 (SZNS OWNERSHIP);
(c) EITHER PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY);
(d) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9;
(e) EITHER PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR
(f) LIABILITIES THAT CANNOT BE LIMITED BY APPLICABLE LAW.
8.3 Essential Terms. THE PARTIES EXPRESSLY AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 7.4, 8.1, AND 8.2 ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND REFLECT THE AGREED-UPON ALLOCATION OF RISK BETWEEN THE PARTIES. WITHOUT THESE LIMITATIONS, THE FEES CHARGED HEREUNDER WOULD BE SUBSTANTIALLY HIGHER. THESE LIMITATIONS WILL APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.4 Acknowledgment of Risks. CUSTOMER ACKNOWLEDGES AND AGREES THAT:
(a) Web3 technologies, blockchain networks, and cryptocurrency transactions involve significant risks, including but not limited to price volatility, network congestion, transaction failures, smart contract bugs, security vulnerabilities, loss of private keys, and regulatory changes;
(b) SZNS has no control over blockchain networks, cryptocurrency prices, network performance, or third-party platforms;
(c) Cryptocurrency transactions are generally irreversible, and SZNS cannot reverse, cancel, or modify blockchain transactions once submitted;
(d) Customer is solely responsible for safeguarding private keys, wallet credentials, and account access;
(e) Customer bears all risk of loss related to cryptocurrency holdings, transactions, and wallet security; and
(f) SZNS is not responsible for any losses, damages, or issues arising from blockchain networks, cryptocurrencies, or web3 technologies.
9.1 SZNS Indemnification. SZNS will defend Customer against any third-party claim, suit, or proceeding (a "Claim") alleging that Customer's authorized use of the Portal in accordance with this Agreement infringes or misappropriates any U.S. patent, copyright, trademark, or trade secret of such third party. SZNS will indemnify Customer against any damages, costs, and attorneys' fees finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by SZNS in connection with such Claim.
SZNS's indemnification obligations under this Section 9.1 do not apply to Claims arising from:
(a) modification of the Portal or SZNS Services by anyone other than SZNS without SZNS's written authorization;
(b) combination, operation, or use of the Portal or SZNS Services with products, services, data, or technologies not provided or authorized by SZNS, where the infringement would not have occurred without such combination;
(c) Customer Data or any content provided by Customer;
(d) Customer's unauthorized, improper, or unlawful use of the Portal or SZNS Services;
(e) Customer's breach of this Agreement;
(f) use of the Portal or SZNS Services after SZNS notifies Customer to cease use due to infringement concerns;
(g) use of any version of the Portal or SZNS Services other than the most current version where use of the current version would avoid infringement; or
(h) Third-Party Services, blockchain technologies, or open-source components.
If Customer's use of the Portal or SZNS Services becomes, or in SZNS's opinion is likely to become, the subject of an infringement Claim, SZNS may at its option and expense: (i) procure for Customer the right to continue using the Portal or SZNS Services; (ii) replace or modify the Portal or SZNS Services to make them non-infringing while maintaining substantially equivalent functionality; or (iii) if options (i) and (ii) are not commercially reasonable, terminate the affected Order Form and refund any prepaid, unused fees for the terminated services on a pro-rata basis. This Section 9.1 states SZNS's entire liability and Customer's sole remedy for any infringement Claims.
9.2 Customer Indemnification. Customer will defend, indemnify, and hold harmless SZNS and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "SZNS Indemnified Parties") from and against any and all Claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
(a) Customer's use or misuse of the Portal or SZNS Services;
(b) Customer's breach of this Agreement;
(c) Customer Data, including any Claims that Customer Data infringes or misappropriates any third-party intellectual property rights or violates any third-party rights or applicable laws;
(d) Customer's products, services, or business operations;
(e) Customer's violation of applicable laws, regulations, or third-party rights;
(f) Customer's negligence, gross negligence, or willful misconduct;
(g) any Claims by Customer's employees, contractors, Authorized Users, or customers related to the Portal or SZNS Services; or
(h) Customer's failure to maintain secure account credentials, resulting in unauthorized access or use.
9.3 Indemnification Procedures. A party seeking indemnification (the "Indemnified Party") will:
(a) promptly notify the other party (the "Indemnifying Party") in writing of any Claim for which indemnification is sought; provided that failure to provide prompt notice will not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such delay;
(b) cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the defense and settlement of the Claim;
(c) grant the Indemnifying Party sole control over the defense and settlement of the Claim; provided that the Indemnifying Party may not settle any Claim in a manner that admits liability on behalf of the Indemnified Party, imposes financial obligations on the Indemnified Party, or requires the Indemnified Party to cease using the Portal or SZNS Services (in the case of Customer as Indemnified Party) without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld; and
(d) The Indemnified Party may participate in the defense at its own expense with counsel of its own choosing.
10.1 Entire Agreement; Amendments. This Agreement, together with any Order Forms, invoices, statements of work, and other documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, proposals, and representations, whether written or oral. This Agreement may not be amended or modified except by a written document signed by authorized representatives of both parties. In the event of any conflict or inconsistency between this Agreement and any Order Form, the terms of this Agreement will govern unless the Order Form expressly states that it supersedes specific provisions of this Agreement.
10.2 Order of Precedence. In the event of any conflict between documents, the order of precedence is: (1) applicable Order Form (only to the extent it expressly states it supersedes this Agreement), (2) this Agreement, (3) invoices, and (4) other incorporated documents.
10.3 Customer Purchase Orders. If Customer issues any purchase order, procurement document, or similar document in connection with SZNS Services, it is for Customer's internal administrative purposes only and does not constitute an offer or acceptance of terms. Any terms and conditions in such documents are hereby rejected and are void and of no effect. This Agreement governs all purchases of SZNS Services.
10.4 Assignment. Neither party may assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the other party's prior written consent; provided, however, that either party may assign this Agreement without consent to an acquirer of or successor to all or substantially all of its business or assets (whether by merger, sale of assets, sale of stock, reorganization, or otherwise). Any attempted assignment in violation of this Section is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
10.5 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other's behalf without the other party's prior written consent.
10.6 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their permitted successors and assigns. No third party has any right to enforce or benefit from any provision of this Agreement, except for the SZNS Indemnified Parties under Section 9.2.
10.7 Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party granting the waiver. No waiver of any breach or default will constitute a waiver of any other breach or default. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision or any other provision.
10.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision will be severed from this Agreement. The remaining provisions of this Agreement will remain in full force and effect.
10.9 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, acts of government, war, terrorism, riot, fire, flood, earthquake, pandemic, epidemic, labor disputes not involving the party's own employees, internet or telecommunications failures, blockchain network failures or congestion, power outages, or supplier failures (each a "Force Majeure Event"). The party affected by a Force Majeure Event will: (i) promptly notify the other party, (ii) use reasonable efforts to mitigate the effects of the Force Majeure Event, and (iii) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice.
10.10 Notices. All notices, requests, consents, and other communications under this Agreement must be in writing and will be deemed given:
(a) upon personal delivery;
(b) upon confirmation of receipt if sent by email to the email addresses specified in the Order Form or as otherwise provided by the parties;
(c) one business day after being sent by reputable overnight courier service; or
(d) three business days after being sent by certified or registered mail, return receipt requested.
Notices to SZNS must be sent to the address or email specified in the Order Form or on the SZNS website.
10.11 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Virginia, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any legal action or proceeding arising out of or related to this Agreement will be brought exclusively in the state or federal courts located in Virginia, and each party irrevocably consents to the personal jurisdiction and venue of such courts. Each party irrevocably waives any objection to venue or any claim of inconvenient forum.
10.12 Attorneys' Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees from the non-prevailing party.
10.13 Export Control. Customer will not export, re-export, or transfer the Portal, SZNS Services, or any related technical data or materials in violation of applicable export control laws and regulations, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce and regulations maintained by the U.S. Department of Treasury's Office of Foreign Assets Control. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to U.S. embargo or comprehensive sanctions.
10.14 Government End Users. If Customer is a U.S. government entity or this Agreement is being entered into for U.S. government purposes, the Portal and SZNS Services constitute "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, duplication, and disclosure by the U.S. government are subject to the restrictions set forth in this Agreement.
10.15 Equitable Relief. Customer acknowledges that a breach of Sections 2.2, 3.2, or 6 may cause SZNS irreparable harm for which monetary damages are an inadequate remedy. Accordingly, SZNS will be entitled to seek equitable relief, including injunctive relief and specific performance, without the need to post bond, in addition to all other remedies available at law or in equity.
10.16 Publicity. Customer grants SZNS the right to: (a) identify Customer as a customer of SZNS and display Customer's name and logo on SZNS's website and in marketing materials; (b) issue press releases announcing the business relationship between the parties (subject to Customer's prior approval, not to be unreasonably withheld); and (c) create case studies, testimonials, or success stories regarding Customer's use of SZNS Services (subject to Customer's prior review and approval). Customer will reasonably cooperate with SZNS in the creation of marketing materials.
10.17 Electronic Signatures. This Agreement may be executed by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and applicable state electronic signature laws. Electronic signatures and electronic records will have the same legal effect as manual signatures and paper records.
10.18 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
10.19 Interpretation. Headings are for convenience only and do not affect the interpretation of this Agreement. The words "including," "include," and "includes" mean "including, but not limited to." The words "herein," "hereof," and "hereunder" refer to this Agreement as a whole. Unless the context requires otherwise, references to Sections refer to sections of this Agreement.
10.20 Construction. This Agreement will not be construed against either party as the drafter. Each party has had the opportunity to review this Agreement with legal counsel of its choosing.
10.21 Compliance with Laws. Each party will comply with all applicable laws, regulations, and industry standards in performing its obligations under this Agreement.
10.22 Updates to Terms. SZNS reserves the right to update, modify, or replace these Terms at any time by posting the updated Terms on the Portal or by providing notice to Customer. Customer's continued use of the Portal or SZNS Services after such changes constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer must immediately cease using the Portal and SZNS Services and may terminate this Agreement in accordance with Section 5.2.
BY ACCESSING OR USING THE PORTAL, RECEIVING SZNS SERVICES, SIGNING AN ORDER FORM, OR MAKING PAYMENT TO SZNS, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.
CUSTOMER ACKNOWLEDGES THAT IT HAS HAD SUFFICIENT OPPORTUNITY TO REVIEW THIS AGREEMENT, CONSULT WITH LEGAL COUNSEL, AND NEGOTIATE THE TERMS HEREOF.
CUSTOMER REPRESENTS THAT THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS.
SZNS Solutions LLC
Last Updated: 2025.10.19
For questions regarding these Terms of Service, please contact:
Email: legal@szns.solutions
Address: 1950 Opportunity Way, Ste 920, Reston, VA 20190 USA
Website: https://web3pay.szns.solutions