Last updated: 5 February, 2026
This Master Services Agreement, together with the Privacy Policy and any other terms and conditions published on the Website or shared with the Seller shall be collectively referred to as the "Agreement". The Agreement shall govern the services provided by Innout Payments to you ("Supplier" or "You"). The official website of Innout Payments Inc is https://innoutpayments.com ("Website").
The Supplier and Innout Payments are hereinafter referred to individually as a "Party" and collectively as "Parties", as the context may require. By signing up for our Services, or by downloading, installing or otherwise accessing or using the Services, You agree that you have read, understood, and thus, accept this Agreement, and you agree to be bound by the terms contained herein and all terms, policies and guidelines incorporated in the Agreement by reference.
If You do not agree to this Agreement, you do not have our permission to, and may not use the Services in any way. The Services are offered to You conditional on your acceptance of this Agreement.
We may make changes to this Agreement from time to time. When we do, we will revise the "Last Updated" date given above. Modifications are effective upon publication on our Website. It is your responsibility to review this Agreement frequently and to remain informed of any changes made to it and the other policies published on the Website.
You appoint Innout Payments as your non-exclusive reseller of the Product across all territories and will ensure that Innout Payments' status as reseller is reflected on your website in a form agreed with Innout Payments.
You acknowledge and agree that wherever Innout Payments is the seller of the Product to the Buyer, you shall not issue any invoice or make any demand for payment to any Buyer in a Transaction. If you agree with the Buyer to issue a refund or repay any of the SRP you will not make this payment directly to the Buyer but will inform Innout Payments of what you have agreed and Innout Payments will make the relevant refund.
In pursuance of its appointment as a reseller, Innout Payments will provide the following Services:
In providing the Services, Innout Payments may contract with various third-party service providers, including but not limited to banks, Payment System(s), and other technology/compliance service providers, as required.
For each Transaction, Innout Payments shall pay the Supplier the SRP after deducting:
The Innout Payments Discount shall be calculated as follows:
As a Merchant of Record/reseller, Innout Payments reserves the right to set the price or licence fee at which the Product is offered for sale to Buyers and the Seller shall not be able to place any restrictions on this discretion being exercised by Innout Payments.
Innout Payments is the reseller of the Product. This structure allows Innout Payments to handle all Sales Tax collection, reporting and remittance. If required by law, Innout Payments will withhold any and all required taxes, fees and other such amounts from the SRP of the Product.
We grant you a non-exclusive and non-transferable right and licence during the term of this Agreement to access and use the Supplier Dashboard and Supplier Account solely to the extent necessary to receive the Services and perform your obligations under the Agreement.
You hereby grant to Innout Payments a non-exclusive right and licence during the term of this Agreement to sell directly and facilitate access to the Product for the Buyers and such right to sell/facilitate sales shall not be terminated without notice to Innout Payments.
You hereby grant to Innout Payments a non-transferable, non-exclusive right to use your Trademarks in order to provide the Services and undertake to indemnify Innout Payments from and against any claim that our proper use of the Trademarks under such licence infringes any third party rights.
Innout Payments will be providing only first tier after-sales support to Buyers. First tier after-sales support is limited to invoicing, handling requests for refunds, payment, reconciliation and initial order-delivery related support.
You warrant that you will provide all customer support apart from first-tier support, including but not limited to after-sales/service support in respect of the Product, technical and/or delivery level support.
Delivery of Digital Goods: Innout Payments shall only be reselling digital Products.
Delivery Process: After completion of the Transaction on Innout Payments' platform, Customers will receive an email confirmation containing instructions on accessing and downloading the Product. The email will be sent to the email address provided during the Transaction.
Delivery Timeframe: The delivery of Products being resold by Innout Payments is intended to be instantaneous upon culmination of Transaction. However, the Supplier undertakes to indemnify Innout Payments if the delivery is delayed due to any fault/negligence at their end.
Innout Payments will report to you in the Payment Currency, however you will be able to access data on individual resales of Products in the currency used by the Buyer. If a sale requires currency conversion into the Payment Currency, Innout Payments will convert the amount at the mid-market rate provided by Open Exchange Rates at the time the payment is received from the Buyer.
The number and value of confirmed sales will be provided to the Supplier via the Supplier Dashboard. Innout Payments shall pay the Supplier Fee to you on or before the 20th of the following month provided that you have provided Innout Payments with all relevant information required to process a payment to you.
Innout Payments may hold a certain percentage of the payments as reserve to fulfil any claims of refunds or chargebacks from the Buyers. When imposed, this limit will be decided as per the risk profile of the Seller and evolved over time.
Without prejudice to any other rights or remedies we may have, the Supplier hereby authorizes us to set-off by whatever means the whole or any part of the Supplier's liability to us under this Agreement against any funds, sums or other amounts owing to the Supplier under this Agreement including but not limited to:
Innout Payments reserves the right to ask for information about You and your business which may include information about your financial status and creditworthiness, activities, shareholders (and ultimate beneficial owners), the Products and Supplier URLs, as we or our third-party KYC verification partners request from time to time ("Supplier Information") to carry out certain due diligence checks on the Supplier during onboarding and/or at any time during the course of providing Services.
The Supplier acknowledges and agrees that all Supplier Information it provides to us is correct and up to date and undertakes to provide us written notice of all changes to the Supplier Information already supplied, within 5 business days of such change.
You represent and warrant to Innout Payments that:
Innout Payments disclaims any and all warranties, representations and conditions, whether express, implied or statutory regarding the Services to the full extent permitted by law. Without limiting the generality of the foregoing, the Services are provided "as-is" and without warranties of any kind.
To the fullest extent permitted by applicable law, in no event will Innout Payments, its partners, service providers, affiliates or any of their respective directors, officers, employees or agents be liable to the other party for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable.
The Supplier agrees to indemnify, defend and hold harmless Innout Payments and its Affiliates, including their respective directors, agents, consultants, and employees, from and against any and all losses, claims, demands, suits, action, proceeding, damages, interest, fines, penalty, fees, charges, costs and/or expenses arising out of breach of the Agreement, fraud, material misrepresentation, wilful misconduct, or gross negligence, or infringement of Intellectual Property Rights of any third party.
The Parties acknowledge that they may share Confidential Information for the purposes of this Agreement with their Affiliates and their third party service providers. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information, except as expressly permitted in the Agreement.
Each Party shall exercise the same degree of care to avoid the publication or dissemination of the other Party's Confidential Information as it affords to its own Confidential Information of a similar nature.
The Parties consider that data sharing is necessary in order to fulfil the provision of the Services, including the sale of the Product, under the Agreement. The Parties agree that it shall at all times during the term of the Agreement, comply with the applicable jurisdiction's Data Protection Legislation.
Where you have no sales for a period of 3 (Three) consecutive months and there is a positive Account Balance, Innout Payments reserves the right to charge you an account dormancy charge ("Dormancy Charge") and/or deactivate your Supplier Account. Dormant Supplier Accounts with a negative balance and no sales activity in the preceding 15 days will be deactivated immediately.
Either party may terminate this Agreement at any time by giving the other party at least 30 (Thirty) Business Days' prior notice in writing.
Notwithstanding the above, either party may terminate this Agreement by immediate notice in writing to the other if:
Termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.
Upon termination or expiration of the Agreement, Innout Payments will within 30 (Thirty) Business Days return to you or destroy all access details to the Product, all manuals, documentation, product literature, and all Confidential Information and other property of you, unless required to retain the data to comply with a legal obligation.
This Agreement along with the terms and conditions of Invoicing and all other policies/terms shared with the Supplier by Innout Payments, shall form the entire Agreement between the Parties.
You may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without Innout Payments's prior written consent. Any assignment in violation of this Clause is void.
Innout Payments shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from an event, circumstance or cause beyond its reasonable control.
This Agreement shall be governed by and construed in accordance with the law of Delaware and the parties irrevocably agree that the US courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with this Agreement.