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Terms of Service

Last updated: Oct 2, 2025

These Terms of Service (the “Terms”) constitute a binding agreement between GeriPay, Inc. (“GeriPay,” “we,” “our,” or “us”) and the entity or person accepting these Terms (“Customer,” “you,” or “your”). By creating an admin account, inviting members, or otherwise using the GeriPay platform, websites, or related services (the “Service”), you agree to these Terms. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

1. Definitions

  • Admin means the person(s) designated by Customer to administer Customer’s organization within the Service (including inviting Members and managing settings).
  • Member means any individual invited by an Admin to access Customer’s organization workspace (e.g., staff, volunteers, contractors).
  • Customer Data means data, images, and other content uploaded to the Service by Admins or Members for Customer’s benefit (including receipt images and metadata such as dates, descriptions, and amounts).
  • Documentation means any guides, specifications, or help materials we provide.
  • Order means any plan selection, order page, or online checkout describing your subscription tier, limits, and pricing (if applicable).

2. The Service; Scope

GeriPay provides a multi-tenant web application that enables Admins and Members to upload receipt images, maintain receipt metadata, toggle reimbursement statuses, and export PDFs. The Service does not move money; actual reimbursements occur outside of GeriPay. PDF output is provided for record-keeping and audit support only and does not constitute financial, legal, tax, or accounting advice.

3. Account Registration and Organization Setup

  1. Admin Account. To create an organization in the Service, an Admin must register with accurate and complete information and keep credentials confidential. Customer is responsible for all activities occurring under its organization.
  2. Member Invitations. Admins invite Members via email. Members join the specific organization upon accepting the email link and are subject to these Terms and any internal Customer policies communicated by Admins.
  3. Authority. If you are an Admin, you affirm you are authorized to create the organization and to process Customer Data within the Service for legitimate business purposes.

4. Customer Responsibilities

  1. Content Accuracy. You are solely responsible for the accuracy, quality, and legality of Customer Data and for obtaining all necessary rights to upload and process such data.
  2. Receipt Content. Customer will not upload sensitive personal data unless strictly necessary (e.g., government IDs, full payment card numbers, health records). If such data is uploaded, Customer remains responsible for applicable law compliance and for configuring access appropriately.
  3. Use Policies. Customer and its users must comply with Section 8 (Acceptable Use).
  4. Backups. While we maintain standard backups for continuity, Customer is responsible for preserving originals of any critical records outside the Service.

5. Plans, Trials, and Fees

  1. Plans. We may offer free and paid plans. Plan features and limits are described on the Order or pricing page. We may update plan features from time to time.
  2. Billing. For paid plans, you authorize us and our payment processors to charge all amounts due using your selected payment method on a recurring basis until you cancel. Fees are non-refundable unless required by law.
  3. Taxes. Fees are exclusive of taxes, which you must pay where applicable.
  4. Overages. If your usage materially exceeds plan limits, we may require you to upgrade or pay overage fees.
  5. Trial. Trials may be subject to limits and may end early at our discretion.

6. GeriPay Intellectual Property

We and our licensors own all right, title, and interest in and to the Service, Documentation, and underlying technology, including all intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication or otherwise. You will not copy, modify, distribute, create derivative works of, reverse engineer, or attempt to extract source code from the Service except to the limited extent permitted by law.

7. Customer Data; License to Provide the Service

As between the parties, Customer owns Customer Data. Customer grants GeriPay a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, support, secure, and improve the Service, and to comply with law. We may generate de-identified or aggregated data from Customer Data and Service usage (“Aggregated Data”) for analytics, benchmarking, and improvement, provided such data does not identify Customer or any individual.

8. Acceptable Use

Customer will not, and will ensure its users do not:

  • Use the Service in violation of law or regulation;
  • Upload illegal content or content that infringes or misappropriates others’ rights;
  • Attempt to gain unauthorized access to the Service or related systems;
  • Interfere with or disrupt the integrity or performance of the Service;
  • Use the Service to store or transmit malicious code;
  • Scrape or harvest data from areas of the Service not intended for public access;
  • Resell, lease, or sublicense the Service except as expressly permitted in writing.

9. Third-Party Services

The Service may depend on or interoperate with third-party services (e.g., cloud hosting, email gateways, object storage). We are not responsible for third-party services unless expressly stated. Availability of third-party services is subject to their terms, policies, and performance.

10. Beta or Pre-Release Features

We may offer features labeled alpha, beta, preview, or similar (“Beta Features”). Beta Features are provided “AS IS,” may be incomplete or change at any time, and may be subject to additional terms. Use is at your discretion and risk.

11. Security

We implement reasonable technical and organizational measures designed to protect Customer Data, including encryption in transit and at rest where appropriate. However, no method of transmission or storage is entirely secure. You are responsible for maintaining the confidentiality of your credentials and for promptly notifying us of any suspected compromise.

12. Confidentiality

Each party may access the other party’s confidential information. The receiving party will use such information only for purposes consistent with these Terms and protect it using reasonable care. Exclusions include information that is public without breach, independently developed, or lawfully disclosed by a third party.

13. Privacy

Our processing of personal data is described in the Privacy Policy. Where required by data protection laws, we will enter into additional terms (e.g., a Data Processing Addendum) upon request by Customer.

14. Availability; Changes to the Service

We strive to provide a reliable service but do not guarantee uninterrupted availability. We may modify, suspend, or discontinue features at any time. If a change materially reduces core functionality of a paid plan, we will use reasonable efforts to notify you in advance.

15. Term; Termination

  1. Term. These Terms commence when you first use the Service and continue until terminated.
  2. By Customer. You may terminate at any time by downgrading/canceling through your account settings; fees already paid are non-refundable unless required by law.
  3. By GeriPay. We may suspend or terminate if you materially breach these Terms, if required by law, or to protect the Service or other customers.
  4. Effect. Upon termination, your access ends. We may retain Aggregated Data and limited logs for security, compliance, or audit purposes. We recommend exporting PDFs or other records before termination.

16. Indemnification

Customer will defend, indemnify, and hold harmless GeriPay and its affiliates, officers, directors, and employees from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of (a) Customer Data; (b) Customer’s or its users’ use of the Service in violation of these Terms or law; or (c) any allegation that Customer Data infringes, misappropriates, or violates a third party’s rights.

17. Disclaimers

THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GERIPAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GERIPAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

18. Limitation of Liability

  1. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO GERIPAY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY (OR USD $100IF YOU ARE ON A FREE PLAN).
  3. Exclusions. The foregoing limitations do not apply to a party’s infringement of the other party’s intellectual property rights or Customer’s indemnification obligations.

19. Dispute Resolution; Arbitration; Class Action Waiver

  1. Informal Resolution. Before filing a claim, the complaining party must first send a written notice to the other party describing the dispute and proposed resolution. The parties will attempt to resolve the dispute informally within 30 days.
  2. Arbitration. If not resolved, disputes will be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The seat of arbitration is Delaware, USA, and proceedings may be conducted remotely by video conference. Judgment on the award may be entered in any court of competent jurisdiction.
  3. Class Action Waiver. YOU MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION OF CLAIMS ARE NOT PERMITTED.
  4. Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to legal@geripay.com.

20. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. Subject to Section 19 (Arbitration), exclusive jurisdiction and venue lie in the state and federal courts located in Delaware, USA, and the parties consent to personal jurisdiction there.

21. Export; Anti-Corruption; Government Users

You will comply with applicable export control and economic sanctions laws. You represent you have not and will not offer or provide bribes or improper payments. Government access is provided with “commercial” rights and subject to these Terms.

22. Miscellaneous

  • Assignment. You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or asset sale.
  • Force Majeure. Neither party is liable for delays due to events beyond reasonable control.
  • Notices. Legal notices to GeriPay must be sent to legal@geripay.com.
  • Entire Agreement. These Terms, the Order, and any referenced policies (including the Privacy Policy and, if applicable, Data Processing Addendum) constitute the entire agreement.
  • Severability; Waiver. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
  • Headings. Headings are for convenience only and do not affect interpretation.

These Terms are a comprehensive template and do not constitute legal advice. Please consult your counsel to tailor them to your specific operations and jurisdictions.