Terms of Use

01Who We Are

The Service is operated by Hushpay Inc., a Delaware corporation ("Hushpay," "we," "us," or "our"). Our registered address is 1000 Brickell Avenue, STE 715, Miami, FL 33131, United States. Office: +1 (928) Hushpay. You may contact us at legal@hushpay.ai for any questions relating to these Terms.

02Acceptance of Terms

By creating a Hushpay account, downloading the Hushpay application, accessing the website, or otherwise using the Service, you confirm that you have read, understood, and agree to these Terms of Use and our Privacy Policy, which is incorporated herein by reference.

We may update these Terms from time to time. When we do, we will revise the "Effective Date" and, where changes are material, notify you through the application or by email. Your continued use of the Service after such notification constitutes acceptance of the revised Terms.

03Eligibility

• You are at least 18 years of age or the applicable age of majority in your jurisdiction.
• You have the legal capacity to enter into a binding agreement in your jurisdiction.
• You are not prohibited from using payment or fintech services under the laws of your country of residence.
• You will comply with all applicable local, national, and international laws in connection with your use of the Service.

04Account Registration and Security

4.1 Creating an account

To use core features of the Service, you must register for a Hushpay account. You agree to provide accurate, current, and complete information during registration and to keep it accurate. You are responsible for maintaining the confidentiality of your account credentials.

4.2 Account security

You are responsible for all activity that occurs under your account. Notify us immediately at legal@hushpay.ai if you become aware of any unauthorised use. Hushpay will not be liable for any loss arising from your failure to maintain the security of your credentials.

4.3 One account per person

Each person may hold only one Hushpay member account. Creation of multiple accounts is prohibited and may result in immediate termination of all associated accounts.

05The Service — What Hushpay Provides

5.1 Member Access Windows — dining

Hushpay enables registered members to discover and reserve "Member Access Windows" — time-limited dining access arrangements with partner venues. When you claim a window, a single-use Just-In-Time (JIT) virtual payment card is provisioned to your Apple Pay or Google Pay wallet. This card is valid only at the specific partner venue and only during the applicable time window.

The dining arrangement, pricing, menu, and service quality are the sole responsibility of the partner venue. Hushpay acts as an access mechanism, not as a party to the dining transaction between you and the venue.

5.2 Hushpay Air — Member Seat Access (Phase 2)

Hushpay may, in the future, offer Member Seat Access for airline travel through participating airline partners. Hushpay acts as a distribution channel only; the underlying booking, carriage, and passenger service obligations remain with the airline.

5.3 Member card tiers

06Payments and Billing

6.1 Payment processing

Hushpay uses third-party payment processors including Stripe, Inc. and regional card issuers. When you claim a Member Access Window, a JIT virtual card is funded and authorised for use only at the designated venue and time. Payment is processed at the point of contactless tap at the partner venue's terminal.

6.2 Hushpay+ subscription billing

The Phantom card (Hushpay+) subscription is billed monthly on the anniversary of your subscription commencement date. Subscription fees are non-refundable except where required by applicable law. You may cancel at any time through the application settings; cancellation takes effect at the end of the current billing period.

6.3 Failed payments

If a payment fails, we may suspend your access to Hushpay+ features until payment is successfully processed. We may retry failed payments and will notify you.

6.4 Refunds

Completed dining transactions are generally non-refundable, as the service has been rendered by the partner venue. If you believe a transaction was processed in error or fraudulently, contact us at legal@hushpay.ai within 14 days. Hushpay's liability in respect of any transaction is limited to the amount actually paid through the platform for that transaction.

07Crypto Wallet Funding (Phase 2)

Hushpay may introduce the ability to fund JIT payment cards using stablecoin cryptocurrencies (initially USDT and USDC) in selected markets subject to applicable regulatory approvals. Additional terms will be presented to you before activation. Hushpay is not a cryptocurrency exchange and does not provide investment, financial, or tax advice.

08Acceptable Use

8.1 Prohibited conduct

• Violate any applicable local, national, or international law or regulation.
• Commit fraud, including using fraudulent payment methods or misrepresenting your identity.
• Publicly share, post, broadcast, or disclose Member Access Window pricing, including on social media, websites, forums, or any publicly accessible platform.
• Transfer, sell, or assign your Hushpay account or member status to any other person.
• Use Member Access Windows at venues other than the specific designated partner venue.
• Attempt to reverse-engineer, decompile, or extract the source code of the Hushpay application.
• Use automated tools, bots, or scripts to access or interact with the Service.
• Collect or harvest data from the Service without our express written consent.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Engage in any conduct that disrupts, damages, or impairs the integrity or performance of the Service.

8.2 Consequences of prohibited conduct

Violation of any provision of this Section may result in immediate suspension or termination of your account, forfeiture of any unused credits or access rights, and potential legal action. Hushpay reserves the right to report violations to relevant authorities.

09Intellectual Property

9.1 Hushpay intellectual property

The Service — including the Hushpay application, website, design, trademarks, logos, text, graphics, and software — is owned by Hushpay, Inc. or its licensors and is protected by copyright, trademark, and other intellectual property laws worldwide. The Hushpay name, the Hushpay H mark, "The Hush," "The Phantom," "The Obsidian," "Member Access Window," "Hush Moment," "Hushpay Air," and "Member Seat Access" are proprietary designations of Hushpay, Inc.

9.2 Your content

You retain ownership of any content you submit to the Service. By submitting User Content, you grant Hushpay a non-exclusive, worldwide, royalty-free, sublicensable licence to use, display, reproduce and distribute your User Content in connection with operating and promoting the Service.

9.3 Licence to use the Service

Subject to these Terms, Hushpay grants you a personal, non-exclusive, non-transferable, revocable, limited licence to access and use the Service for your personal, non-commercial use.

10Partner Venues and Third Parties

The Service connects members with independently operated partner venues and, in the future, airline partners. Hushpay does not employ, control, or supervise these partners and is not responsible for their acts or omissions. Your contractual relationship for the underlying dining experience or flight is with the partner directly.

11Disclaimers and Warranties

The Service is provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

Nothing in these Terms limits or excludes any warranty or right implied by applicable consumer protection law that cannot be waived.

12Limitation of Liability

To the maximum extent permitted by applicable law, Hushpay will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of the Service, including loss of profits, data, or goodwill.

Hushpay's total aggregate liability to you will not exceed the greater of (a) the total amounts paid by you to Hushpay in the twelve months preceding the claim, or (b) USD 100. Nothing in these Terms limits Hushpay's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

13Indemnification

You agree to indemnify, defend, and hold harmless Hushpay, Inc. and its officers, directors, employees, affiliates, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Service, your violation of these Terms, your violation of any rights of a third party, or any User Content you submit.

14Termination

You may terminate your Hushpay account at any time by using the account deletion feature or by contacting us at legal@hushpay.ai. Upon termination, your right to access the Service ceases immediately.

Hushpay may suspend or terminate your account at any time, with or without notice, for any reason including breach of these Terms, suspected fraud, or inactivity. Sections 2, 8, 9, 11, 12, 13, 15, 16, and 17 survive termination.

15Governing Law and Dispute Resolution

15.1 Governing law

These Terms are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict of law principles.

15.2 Informal resolution

Before commencing any formal dispute resolution process, you agree to contact Hushpay at legal@hushpay.ai. We will endeavour to resolve the dispute informally within 30 days.

15.3 Arbitration

Subject to applicable mandatory law, any dispute that cannot be resolved informally shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. Arbitration will take place in Miami, Florida, or virtually at the arbitrator's discretion.

15.4 Class action waiver

To the extent permitted by applicable law, you and Hushpay agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative action.

15.5 Exceptions — injunctive relief and consumer rights

Nothing in this Section prevents either party from seeking injunctive or equitable relief to prevent intellectual property infringement or protect confidential information. Mandatory consumer rights in your jurisdiction are not overridden.

16General Provisions

• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• No waiver: Our failure to enforce any provision does not constitute a waiver of our right to enforce it in the future.
• Assignment: You may not assign your rights or obligations without our prior written consent. Hushpay may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Entire agreement: These Terms constitute the entire agreement between you and Hushpay with respect to the Service.
• Notices: We will provide notices by email to the address on your account or through in-application notifications.

17Contact

If you have questions about these Terms of Use, please contact us at:

• Hushpay, Inc.
• 1000 Brickell Avenue, STE 715, Miami, FL 33131, United States
• Office: +1 (928) Hushpay
• Email: legal@hushpay.ai
• Website: hushpay.ai