These Terms of Service ("Terms") are a binding contract between you ("you" or "Customer") and Gale Payments, Inc., a Delaware corporation ("Gale," "we," "us," or "our"). They govern your access to and use of the Gale Payments website (the "Site"), the Gale Payments platform, HSA/FSA payment processing services, APIs, integrations, and related tools and services (collectively, the "Services"). By creating an account, clicking "I agree," or using the Services, you confirm that you have read, understood, and accept these Terms.

By clicking "I Accept," creating an account, providing payment information, or otherwise accessing or using the Services, Customer agrees to be bound by these Terms. If Customer is accepting on behalf of an entity, Customer represents that Customer has the authority to bind such entity. If Customer does not agree, Customer may not access or use the Services.

Important Notice Regarding Payment Processing: The Services process HSA/FSA-eligible transactions and facilitate reimbursement through third-party payment providers. Gale does not provide medical advice and is not a healthcare provider. You are solely responsible for ensuring transaction compliance with HSA/FSA rules and applicable health plan regulations before processing. Transactions must represent eligible medical expenses as defined by the IRS and your health plan.

Please read these Terms carefully to ensure that you understand each provision. These Terms contain a mandatory individual arbitration provision in Section 19.2 and class action/jury trial waiver provision in Section 19.3 that require, unless you opt out pursuant to the instructions in Section 19.4, the exclusive use of final and binding arbitration on an individual basis to resolve disputes between you and Gale, including any claims that arose or were asserted before you agreed to these Terms. To the fullest extent permitted by law, you expressly waive your right to seek relief in a court of law and to have a jury trial on your claims, as well as your right to participate as a plaintiff or class member in any class, collective, private attorney general, or representative action or proceeding.

1. ELIGIBILITY

You must be at least 18 years old and have the legal capacity to form a binding contract. By accessing or using any of the Services, you signify that you have read, understood and agree to be bound by these Terms. By agreeing to these Terms, you represent and warrant that you meet this requirement and that your use of the Services will comply with all applicable laws. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.

2. DEFINITIONS

"Account" means the credentialed profile you create to access the Services.

"Payment Processing Features" means Gale’s HSA/FSA payment acceptance and transaction processing capabilities, including payment authorization, settlement, eligible expense validation, shopper eligibility verification, and reimbursement facilitation through integrated payment providers and telehealth partners.

"Customer Content" means merchant product catalogs, pricing, transaction records, shopper health data, health plan documentation, and other material that you upload, submit, transmit, or otherwise make available to the Services.

"Connected Services" means any third-party payment processors, merchant platforms, telehealth providers, and health plan systems (including Stripe, Finix, Shopify, and similar integrations) that you authorize to integrate with the Services.

"Documentation" means any technical documentation, usage guidelines, and specifications provided by Gale.

"Fees" means the subscription and usage-based charges for the Services as set forth in Section 7.

"Eligible Transactions" means eCommerce transactions for medical goods and services that qualify for reimbursement under the relevant health plan’s HSA or FSA rules and IRS regulations, as determined by Gale or the connected health plan.

"Gale Hosted Content" means customer-facing web pages, microsites, deal rooms, and similar content assets that Gale hosts on your behalf.

"Order" means a mutually executed order form, statement of work, or online purchase that specifies the scope, term, and fees for your use of the Services.

"Services" means the Gale Payments platform and all related tools, APIs, Payment Processing Features, and services, including the hosting of Gale Hosted Content.

"Usage Data" means aggregated and de-identified usage analytics and technical data generated from your use of the Services.

"User" means any individual authorized by Customer to access and use the Services under Customer's Account.

"HSA/FSA" means Health Savings Accounts and Flexible Spending Accounts as defined under Internal Revenue Code Sections 223 and 125, respectively, and the regulations and guidance issued thereunder.

"Shopper" means the end-user cardholder or HSA/FSA account beneficiary who uses an HSA/FSA card to complete a transaction through Customer’s eCommerce platform.

"Letter of Medical Necessity" means documentation from a qualified healthcare provider certifying that a product or service is medically necessary for a Shopper, obtained through Gale’s telehealth partner network or provided by Customer.

"Payments Platform" means Gale’s proprietary technology infrastructure for processing HSA/FSA transactions, validating eligibility, facilitating reimbursement, and managing shopper interactions with Connected Services.

3. SCOPE OF SERVICES

Gale is an HSA/FSA payment enablement platform that allows merchants to accept HSA/FSA cards at checkout and facilitates shopper eligibility validation and reimbursement. The Services leverage Payment Processing Features to process Eligible Transactions, validate cardholder eligibility, coordinate with health plans and payment processors, and facilitate Letters of Medical Necessity through Gale’s telehealth partner network.

We may review and allow to review payments you make using the Payments Platform in our sole discretion. When we identify a potentially high-risk payment to a partner, we reserve the right to suspend and review the transaction more closely before determining whether to allow it to proceed. When this happens, we may place ahold on the transaction and notify the partner to delay or cancel shipping of the item or provision of the service. If, in our sole discretion, we clear the transaction, we will notify the partner and direct them to ship the item or provide the service, as applicable, if the item or service is still available. If we do not clear the transaction, we will cancel it and return the applicable funds to your payment method, unless we are legally required to take other action. We assume no responsibility, and disclaim any and all liability, for your inability to obtain the item or service originally transacted for as a direct or indirect consequence of the process described above, and you hereby release Gale and its affiliates, agents, licensors, managers, employees, contractors, agents, officers, and directors from any and all such liability.

Based on information provided by a User, Shopper or Customer, Gale may assist you in identifying transactions that could be eligible for reimbursement from a health benefit accounts. You are solely responsible for determining whether your transactions are eligible for reimbursement from a health benefit account. We make no representation and will not be liable or responsible for identifying transactions that do not end up being eligible for reimbursement, in whole or in part, or for not identifying transactions that are eligible for reimbursement

Gale may add, remove, or modify features of the Services. For any material reduction of a feature that is generally available and actively used in your Account, Gale will provide at least thirty (30) days’ notice unless doing so would create a security risk, violate applicable law, or be technically infeasible.

4. SUPPORT

Gale will provide reasonable support through multiple channels, which may include email, chat, and community resources. Support availability and response times may vary based on the nature of the inquiry and your subscription tier. Gale reserves the right to modify support channels and procedures with reasonable notice.

5. ACCOUNT REGISTRATION AND SECURITY

To use the Services, you must create an Account and provide accurate, complete registration information. You agree to: (a) keep your Account credentials confidential; (b) promptly notify Gale of any unauthorized use of your Account; (c) ensure that all Users comply with these Terms; and (d) be responsible for all activities that occur under your Account. Gale is not liable for any loss or damage arising from your failure to maintain the security of your Account.

6. ACCEPTABLE USE POLICY

You agree not to, and not to permit any User or third party to, use the Services to:

• Upload or transmit malware, illegal content, or material that infringes any third-party intellectual property rights;

• Probe, scan, or test the vulnerability of any Gale system without prior written permission;

• Generate content that is defamatory, harassing, abusive, discriminatory, obscene, or otherwise harmful to any person;

• Generate content intended to deceive, defraud, or mislead consumers, including fake reviews, misleading advertising, or phishing materials;

• Violate the privacy or data protection rights of any person, including by processing personal data without lawful authority;

• Engage in unauthorized web scraping, data harvesting, or systematic extraction of data from the Services;

• Use the Services to build a competitive product or service or to benchmark the Services for competitive purposes;

• Interfere with or disrupt the security, integrity, or performance of the Services;

• Use the Services to send unsolicited commercial communications (spam), or to facilitate any unlawful activity;

• Circumvent, disable, or otherwise interfere with any access controls, security features, or licensing mechanisms of the Services; or

• Exceed any applicable usage limits or quotas.

Gale may suspend your access immediately if Gale reasonably believes you have violated this Section.

7. PRICING, PAYMENT, AND TAXES

7.1 Pricing

Current fees are listed on the Site or in a mutually agreed Order. Fees may include subscription charges and usage-based charges. Gale reserves the right to modify fees upon reasonable written notice to you, which shall be effective no earlier than the start of your next billing period.

7.2 Billing Cycle and Payment

Subscriptions are billed in advance on a monthly or annual basis as specified in your Order or at checkout. All payments are processed through Gale’s designated payment processor. For Orders, payment terms are as set forth in the applicable Order.

7.3 Auto-Renewal

Your subscription will automatically renew at the end of each billing period at the then-current fee unless you cancel before the renewal date. You may cancel at any time through your Account settings or by contacting Gale at support@withgale.com. Cancellation takes effect at the end of the current billing period; no prorated refunds are provided for the remaining period.

7.4 Non-Refundable

Except where required by law, all fees are non-cancelable and non-refundable. If Gale terminates these Terms for convenience under Section 14.4 during a prepaid annual term, Gale will provide a prorated credit for the unused portion of such term, applied to Customer’s account for use against future purchases.

7.5 Taxes

Fees are exclusive of taxes. You are responsible for all taxes, duties, and similar governmental assessments associated with your purchase, except for taxes based on Gale’s net income.

7.6 Overdue Payments

Overdue amounts are subject to interest of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower). Gale may suspend access to the Services for nonpayment after providing written notice and a five (5) business day cure period.

8. LICENSE GRANT AND INTELLECTUAL PROPERTY

8.1 License to Customer

Subject to your compliance with these Terms and payment of applicable Fees, Gale grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes during the term of these Terms.

8.2 Restrictions

You may not, and may not permit any third party to: (a) copy, modify, or create derivative works of the Services or any underlying software; (b) resell, sublicense, or distribute access to the Services; (c) reverse engineer, decompile, or attempt to extract source code or underlying algorithms from the Services, except to the extent expressly permitted by law; (d) remove or obscure any proprietary notices; or (e) use the Services for any purpose not expressly permitted by these Terms.

8.3 Gale Intellectual Property

Gale retains all right, title, and interest (including all intellectual property rights) in and to the Services, including the platform, software, APIs, payment processing algorithms, Documentation, and all improvements, enhancements, and modifications thereto. You obtain no rights in the Services except as expressly set forth in these Terms.

8.4 Customer Content and Customer IP

Customer retains all right, title, and interest in and to Customer Content and pre-existing Customer intellectual property. You grant Gale a non-exclusive, worldwide, royalty-free license to use, process, and display Customer Content solely to the extent necessary to provide the Services to you and as otherwise permitted by these Terms.

8.5 Transaction Records and Processed Data

As between the parties, subject to your compliance with these Terms and payment of applicable Fees, you retain all right, title, and interest in transaction records and shopper data processed through the Services. You acknowledge that: (a) Gale does not warrant eligibility determinations and Shoppers are responsible for verifying transaction eligibility with their health plan; (b) Gale retains the right to use de-identified and aggregated data derived from your use of the Services, including transaction patterns, to improve the Services, subject to Section 9.3; and (c) you are solely responsible for ensuring that all transaction data and shopper information complies with applicable law, health plan regulations, and HSA/FSA requirements.

8.6 Feedback

If you provide suggestions, comments, or ideas regarding the Services ("Feedback"), you grant Gale a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, and disclose such Feedback for any purpose without obligation or compensation to you.

8.7 Usage Data

Gale may collect, analyze, and use aggregated and de-identified Usage Data derived from your use of the Services to operate, improve, and develop the Services, provided that such data cannot reasonably be used to identify you or any individual.

9. CUSTOMER DATA

9.1 Data Ownership

Customer retains all right, title, and interest in Customer Content. Gale processes Customer Content solely as described in these Terms and the applicable Privacy Policy and Data Processing Agreement (if any).

9.2 License to Gale

Customer grants Gale a non-exclusive, worldwide, royalty-free license to host, store, process, display, and use Customer Content solely as necessary to (a) operate, maintain, and provide the Services; (b) provide technical support; and (c) as otherwise expressly permitted by these Terms.

9.3 Data Use for Service Improvement

Gale may use de-identified and aggregated data derived from Customer Content and use of the Services (including prompts, inputs, and outputs from which identifiable Personal Data has been removed or masked) to operate, improve, and develop the Services and Payment Processing Features. Gale implements technical and organizational measures designed to remove or mask identifiable Personal Data (such as names, email addresses, and contact information) prior to any such use, such that the resulting data cannot reasonably be used to identify Customer or any individual. Gale will not use raw or identifiable Personal Data to train, fine-tune, or improve its artificial intelligence or machine learning models without Customer’s prior written consent. Customers on paid or enterprise plans, or who have executed an Order or Data Processing Addendum with Gale, may have additional data use restrictions or opt-out rights as set forth therein. 

9.4 No Sensitive Data

You agree not to upload or submit protected health information under HIPAA, government identification numbers, payment card numbers, or other categories of sensitive personal data to the Services, unless expressly permitted by an applicable Order and DPA. The Services are not designed to handle such data, and Gale disclaims all responsibility if you choose to submit it.

9.5 Data Retention and Deletion

Gale retains Customer Content while your Account is active. Upon Account deletion or written request, Customer Content is deleted in accordance with Gale's data retention practices, subject to the following: (a) de-identified and aggregated data may be retained indefinitely; (b) backup copies may persist for up to ninety (90) days before permanent deletion; and (c) Gale may retain data as required by applicable law. You may request data deletion by contacting support@withgale.com.

9.6 Customer Responsibility

You are responsible for ensuring that your use of the Services, including any transfers of Customer Content and personal data, complies with applicable data protection and privacy laws. To the extent Gale processes personal data on your behalf, the Data Processing Agreement is incorporated by reference into these Terms.

10. PAYMENT PROCESSING, TELEHEALTH, AND REIMBURSEMENT PROVISIONS

10.1 Payment Processing and Eligibility Verification

The Services enable Customers (merchants) to accept HSA/FSA cards at checkout and facilitate Shopper eligibility verification in real-time. Gale coordinates with third-party payment processors, health plans, and clearing networks to validate transaction eligibility. Customer acknowledges that Gale does not make final eligibility determinations; each Shopper is responsible for verifying with their health plan whether a specific transaction is eligible for reimbursement under their plan rules.

10.2 Letters of Medical Necessity and Telehealth Integration

For products or services that require a Letter of Medical Necessity, Gale may facilitate access to licensed telehealth providers through Gale’s network of partner healthcare providers. Customer or Shopper may also provide their own Letters of Medical Necessity from their personal healthcare providers. Gale does not provide medical advice, does not review medical necessity documents for medical accuracy, and does not determine whether a product qualifies as medically necessary. All medical necessity determinations are the responsibility of the Shopper’s healthcare provider and health plan.

10.3 Compliance with HSA/FSA Rules and Health Plan Regulations

Customer is solely responsible for ensuring that: (a) all products and services offered through the Services comply with applicable HSA/FSA eligibility rules and IRS regulations; (b) product descriptions and pricing are accurate and not misleading to Shoppers; (c) Customer maintains appropriate substantiation for claimed medical necessity where required; and (d) Customer complies with all health plan regulations and Shopper notification requirements. Gale does not warrant that any product or transaction will be accepted or reimbursed by any health plan or account administrator.

10.4 Third-Party Payment Processors and Connected Services

Gale processes HSA/FSA transactions through integrated payment processors (including Stripe, Finix, and other processors identified in Gale’s current integration documentation). Payment processing is subject to the terms and conditions of the respective payment processor. Gale will provide notice of material changes to payment processors as described in the applicable DPA or notice requirements. Customer is responsible for maintaining compliance with PCI DSS requirements and all applicable payment network regulations.

10.5 No Medical Advice or Healthcare Services

Gale is not a healthcare provider, health plan, or medical entity. The Services do not provide medical advice, medical diagnosis, medical treatment, or any other healthcare services. Gale’s facilitation of telehealth provider access does not constitute medical services or medical advice. All healthcare services are provided by the independent telehealth providers in Gale’s network, and Customer and Shoppers are solely responsible for verifying the credentials and qualifications of such providers. Any telehealth services are subject to the terms and policies of the respective telehealth provider.

10.6 Shopper Interactions and End-User Terms

Customer is responsible for ensuring that Shoppers are informed of all terms and conditions relevant to their transactions, including eligibility criteria, health plan limitations, Letters of Medical Necessity requirements, and any applicable disclaimers. Customer shall ensure that its end-user terms and checkout flow comply with applicable consumer protection laws and health plan regulations. Gale may provide standard Shopper-facing disclosures as part of the Services, but Customer remains responsible for all merchant-specific disclosures and Shopper communications.

11. HOSTED CONTENT AND TAKEDOWN

Because Gale hosts Gale Hosted Content and other Customer Content, Gale may remove, disable, or restrict access to Customer Content or Gale Hosted Content if Gale reasonably believes such content:

• Violates applicable law;

• Infringes or misappropriates third-party intellectual property or other rights;

• Poses a security, operational, or reputational risk to Gale or the Services; or

• Violates these Terms.

Where reasonably practicable, Gale will provide notice and a reasonable opportunity to address the issue before taking action. To report alleged copyright infringement, please contact legal@withgale.com with the information required under the Digital Millennium Copyright Act (17 U.S.C. § 512).

12. SECURITY

Gale maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content from unauthorized access, disclosure, alteration, and destruction, including encryption of data in transit and at rest, access controls, and security monitoring. No system is completely secure, and Gale does not guarantee absolute security. You are responsible for maintaining appropriate access controls and for the security of your Account credentials.

13. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may integrate with or reference third-party products, services, or data sources (including CRM platforms, marketing tools, and data enrichment providers). By authorizing a Connected Service, you: (a) authorize Gale to access and process data from those services as necessary to provide the Services; (b) represent that you have the authority to grant such access; and (c) accept full responsibility for your use of those Connected Services. Your use of Connected Services is subject to the terms and privacy policies of those third parties. Gale is not responsible for the performance, availability, or data practices of any Connected Service.

14. TERM, SUSPENSION, AND TERMINATION

14.1 Term

These Terms remain in effect while Customer has an active Account or Order and continue until terminated as set forth below.

14.2 Suspension

Gale may suspend your access to the Services immediately upon written notice if: (a) required by applicable law; (b) your use poses a material security risk to Gale or third parties; (c) your Account has an outstanding balance overdue by more than fifteen (15) days; (d) you breach these Terms and fail to cure within five (5) business days after notice; or (e) Gale reasonably believes your Account has been compromised.

14.3 Termination by Customer

You may terminate these Terms at any time by closing your Account through Account settings or by providing written notice to Gale. You remain responsible for all Fees accrued through the effective date of termination.

14.4 Termination by Gale

Gale may terminate these Terms or an Order: (a) for cause, if Customer fails to cure a material breach within thirty (30) days after written notice; or (b) for convenience, upon thirty (30) days' prior written notice.

14.5 Effect of Termination

Upon termination: (a) all licenses granted herein terminate immediately; (b) you must cease all use of the Services; (c) upon request, Gale may delete Customer Content within thirty (30) days following termination, provided that backup copies may persist for up to ninety (90) days in accordance with Gale’s standard backup and disaster recovery processes; and (d) all accrued payment obligations remain due. Sections that by their nature should survive (including payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution) will continue to apply.

15. CONFIDENTIALITY

Each party may receive non-public information of the other party that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the same care it uses to protect its own confidential information of similar sensitivity (and no less than reasonable care); and (c) not disclose it to any third party except to employees, contractors, advisors, and agents who have a need to know and are bound by obligations at least as protective as those set forth herein.

Confidential Information does not include information that is: (i) publicly known through no breach of this agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of Confidential Information; or (iv) required to be disclosed by applicable law or court order, provided the receiving party gives reasonable prior written notice to the disclosing party (where permitted) to allow the disclosing party to seek a protective order.

16. WARRANTIES AND DISCLAIMERS

Each party represents and warrants that it has the full right, power, and authority to enter into these Terms.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE ORDER, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." GALE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GALE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT CUSTOMER CONTENT OR GENERATED OUTPUT WILL BE PRESERVED, ACCURATE, OR MEET YOUR REQUIREMENTS.

GALE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, LEGALITY, OR SUITABILITY OF ANY GENERATED OUTPUT. AI FEATURES MAY PRODUCE INCORRECT, INCOMPLETE, BIASED, OR UNEXPECTED RESULTS. CUSTOMER USES AI FEATURES AND RELIES ON GENERATED OUTPUT ENTIRELY AT CUSTOMER'S OWN RISK. ANY RELIANCE ON GENERATED OUTPUT IS SOLELY AT YOUR OWN RISK AND GALE EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM SUCH RELIANCE.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GALE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF GALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GALE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY RELATED SUBJECT MATTER WILL NOT EXCEED THE GREATER OF: (1) ONE HUNDRED U.S. DOLLARS ($100); OR (2) THE TOTAL FEES PAID BY CUSTOMER TO GALE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Any cause of action or claim arising out of or relating to these Terms must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Notwithstanding the foregoing, nothing in these Terms will limit or exclude either party’s liability for: (a) breach of confidentiality obligations; (b) violation of applicable data protection laws; or (c) a party’s indemnification obligations under Section 18, in each case to the extent such limitation is prohibited by applicable law.

18. INDEMNIFICATION

You will defend, indemnify, and hold harmless Gale, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services in violation of these Terms; (b) Customer Content that infringes or misappropriates any third-party intellectual property right; (c) your violation of applicable law; (d) your use or distribution of Generated Output; or (e) any dispute between you and a User or end-customer of yours. Gale may participate in the defense of any claim at its own expense and with counsel of its choice. You may not settle any claim that imposes obligations on Gale without Gale's prior written consent. If you are a California resident, you hereby waive California Civil Code Section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

19. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

19.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party and engaging in good-faith negotiations for a period of thirty (30) days.

19.2 Arbitration

If a dispute is not resolved informally, it will be resolved by binding individual arbitration administered by the International Court of Arbitration ("ICC") under its Rules of Arbitration (available at www.iccwbo.org). The arbitration will be conducted in English in Dallas, Texas, unless the parties mutually agree otherwise. For any claim where the total amount of the award sought is less than twenty-five thousand U.S. dollars (US $25,000), the arbitration may, at the election of the party seeking relief, be conducted by telephone, videoconference, or written submissions only, without requiring personal appearance by the parties or witnesses. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

19.3 Class Action Waiver

YOU AND GALE EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION OR LAWSUIT. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY.

19.4 Opt-Out

You may opt out of the arbitration agreement within thirty (30) days of first accepting these Terms by sending written notice to legal@withgale.com. Opting out does not affect any other rights or obligations under these Terms.

19.5 Injunctive Relief

Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to the Services.

19.6 Small Claims Court

Notwithstanding the foregoing, either party may bring an individual action in a small claims court of competent jurisdiction in lieu of arbitration, provided that the claim remains on an individual basis and is not part of a class or consolidated action.

19.7 Arbitration Confidentiality

All aspects of any arbitration proceeding under these Terms, including the existence of the proceeding, any submissions, the hearing, the award, and compliance therewith, shall be strictly confidential. Neither party may disclose any such information to any third party without the prior written consent of the other party, except as required by applicable law or as necessary to enforce or enter judgment on an arbitration award.

20. CHANGES TO TERMS

Gale may update these Terms from time to time. For material changes, Gale will provide at least thirty (30) days' prior notice via email or through the Services. The updated Terms will apply on the effective date specified in the notice. Your continued use of the Services after the effective date constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and terminate your Account before the effective date.

21. GOVERNING LAW AND VENUE

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Subject to the arbitration requirement in Section 19, the state and federal courts located in Dallas, Texas have exclusive jurisdiction over any dispute not subject to arbitration.

22. EXPORT COMPLIANCE

You must comply with all applicable export control and trade sanctions laws and regulations in connection with your use of the Services, including U.S. Export Administration Regulations and OFAC sanctions. You represent and warrant that you are not located in a jurisdiction subject to a comprehensive U.S. embargo and that you are not on any U.S. government restricted party list.

23. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, governmental actions, pandemics, power failures, internet outages, or civil unrest ("Force Majeure Event"), provided that the affected party: (a) provides prompt written notice to the other party; and (b) uses commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order without liability upon written notice.

24. PUBLICITY

Customer agrees that Gale may identify Customer by name and logo as a user of the Services in Gale's marketing materials and website. If you prefer to be excluded, please contact us at legal@withgale.com.

25. MISCELLANEOUS

Entire Agreement. These Terms, together with any applicable Order and incorporated policies (including the Privacy Policy and DPA), constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.

Order of Precedence. In the event of a conflict, an applicable Order will control over these Terms; the DPA will control over both the Order and these Terms with respect to data processing matters.

Assignment. You may not assign or transfer these Terms without Gale's prior written consent. Gale may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to Customer.

Severability. If any provision is held to be invalid or unenforceable, that provision will be limited to the minimum extent necessary and the remaining provisions will remain in full force.

Waiver. Failure by either party to enforce any provision is not a waiver of that party's right to enforce such provision in the future.

Interpretation. As used in these Terms, the word “including” means “including without limitation.” Section headings are for convenience only and have no legal or contractual effect.

Independent Contractors. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.

No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

Counterparts. These Terms may be accepted electronically and electronic signatures shall be deemed valid and binding.

26. NOTICES AND CONTACT INFORMATION

Notices under these Terms must be in writing. Notices to Customer will be delivered to the email address associated with your Account. Notices to Gale must be sent to:

GALE PAYMENTS, INC.

1606 Headway Cir STE 9725 

Austin, TX 78754

Email: legal@withgale.com

For support inquiries: support@withgale.com