Last Modified: September 24, 2025
For any Order Form that incorporates these terms and conditions by reference (the “Tratta Pro Terms”), these Tratta Pro Terms govern the Services purchased in the Order Form. The Order Form and these Tratta Pro Terms form an agreement between Tratta, Inc. (“Tratta”) and any Customer listed in the Order Form. Defined terms that are not defined in the Tratta Pro Terms have the meaning given to them in the Order Form. In the event of a conflict between these Tratta Pro Terms and any Order Form, the conflicting term in the Order Form will prevail, but only with respect to the applicable Order Form.
“Access Credentials” means login information, passwords, security protocols, and policies through which Authorized Users access Tratta Services.
“Active Gateway” means any payment gateway (whether made available by Tratta or Customer) that has been integrated with the Tratta Services to enable transmission or processing of transaction data during a calendar month, or any part of a calendar month.
“Applicable Law” means any national, state and local laws, rules and regulations applicable to, in the case of: (a) Tratta, in its performance of the Services and (b) Customer, in its use of the Services.
“Authorized Users” means any Consumer User or any Customer employee or contractor that is provided Access Credentials by Customer or at the direction of Customer to access the features and functions of the Tratta Services.
“Confidential Information” means all written or oral information, disclosed by one party (the “Disclosing Party”) to the other (the “Recipient”), related to the business, products, services or operations of the Disclosing Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including, without limitation: (a) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, employees, suppliers and agents, (c) information regarding the skills and compensation of the Disclosing Party’s employees, contractors, and other agents, and (d) the existence of any business discussions, negotiations, or agreements between the Parties. The Customer Content and Report Information are the Confidential Information of Customer.
“Consumer User” means a consumer that accesses the Tratta Services as made available through the Customer Instance pursuant to which such consumer may make payments to Customer.
“Customer” means the entity identified as Customer in the applicable Order Form.
“Customer Content” means all information, content and other materials uploaded or input into the Tratta Services by or on behalf of Customer, including information, content and other materials that are authorized by Customer to be downloaded from Third Party Payment Processor and uploaded into the Tratta Services. For the avoidance of doubt, information uploaded by Consumer Users is Customer Content.
“Customer Content” means all information, content and other materials uploaded or input into the Tratta Services by or on behalf of Customer, including information, content and other materials that are authorized by Customer to be downloaded from Third Party Payment Processor and uploaded into the Tratta Services. For the avoidance of doubt, information uploaded by Consumer Users is Customer Content.
“Designated Payment Processor” is a third party designated by Tratta that Tratta introduces to Customer for the purpose of providing payment processing services as part of Tratta Payments. As described in more detail in Section 5.2(B)(II), Customer enters into a separate agreement with the Designated Payment Processor which agreement governs Customer’s receipt of the applicable payment processing services.
“Documentation” means text and/or graphical documentation, whether in electronic or printed format, provided by Tratta to Customer that are identified as user manuals or user videos designed to describe the features, functions and operation of the Tratta Services.
“External Transactions” means any transaction: (a) processed on a platform, solution or service other than the Tratta Services and later imported into the Customer’s administrative console within the Tratta Services or (b) originally processed for the benefit of one Customer Instance and then later imported into the Customer’s administrative console associated with a different Customer Instance. These may also be labeled MOTO.
“Implementation Services” means services provided by Tratta in which Tratta configures or modifies the Tratta Services to enable Customer’s use of the Tratta Services as contemplated in any Order Form.
"Internal Transactions" means transactions processed through the Tratta Services, excluding Excluded Transactions.
“Limitations” mean the limitations on use, if any, as described in any applicable Order Form (e.g., limits on the storage capacity and the number of Authorized Users).
“Master Terms Effective Date” means the date specified in any Order Form as the Master Terms Effective Date, which date is intended to reference the date that the Master Terms were agreed upon by the parties.
“Order Form” means a document signed by a representative of each party identifying the specific Service(s) to be made available, the fees to be paid and other relevant terms and conditions.
“Reports” mean the reports provided to Customer through the Tratta Services that analyses the Customer Content for the purpose of assisting Customer in developing strategic insights. The customer specific information that populates any Report, but not the Report template or the underlying technology used to generate the Report, is referred to “Report Information”.
“Services” means the Tratta Services, Implementation Services, customer support services and any other services provided by Tratta pursuant to this Agreement.
“Subscription Term” means the Subscription Term as set forth in the applicable Order Form.
“Third Party Payment Processor” means a third party that Customer has contracted to perform payment processing services that are authorized by Customer to be connected with the Tratta Services in a manner that enables the transfer of Customer Content between the Tratta Services and the Third Party Payment Processor. For the avoidance of doubt, Designated Payment Processors are not Third Party Payment Processors.
“Tratta Designated Payment Processor” means a third party that is designated by Tratta to perform payment processing which third party enters a separate contract with Customer for the provision of the applicable payment processing services.
“Tratta Payments” means a service made available through the Tratta Services where: (a) Tratta introduces Customer to the Designated Payment Processor, (b) Customer enters into a separate agreement with the Designated Payment Processor for the performance of the applicable payment processing services and (c) the Tratta Services are designed to interoperate with such payment processing services of the Designated Payment Processor.
“Tratta Services” means any software-as-a-service application(s) identified in any Order Form, the Documentation and all improvements, updates and upgrades to the application(s) and Documentation. Customer Content is expressly excluded from the definition of Tratta Services.
“Transaction Value” means the gross revenue of all Tratta Transactions during any month, quarter, year or other designated measurement period.
“Tratta Transaction” means any Internal Transaction or any External Transaction that is otherwise processed via an Active Gateway provided by Tratta.
Subject to Customer’s compliance with the terms and conditions contained in this Agreement, Tratta grants to Customer during the Subscription Term a non-exclusive, non-transferable, revocable right to allow Authorized Users to access and use the Tratta Services and Reports, provided that use of Reports is limited to Authorized Users who are not Consumer Users. Customer may: (a) not use the Tratta Services with any website, portal, mobile application or other media other than the Customer Instance as made available to its Consumer Users and (b) only use the Reports for its own internal use.
Customer will safeguard, and ensure that all Authorized Users safeguard the Access Credentials. As between Tratta and Customer, Customer will be responsible for any failure of Authorized Users to safeguard the Access Credentials. Customer will notify Tratta immediately if it learns of any unauthorized use of Access Credentials or any other known or suspected breach of security related to the Tratta Services.
Customer will safeguard, and ensure that all Authorized Users safeguard the Access Credentials. As between Tratta and Customer, Customer will be responsible for any failure of Authorized Users to safeguard the Access Credentials. Customer will notify Tratta immediately if it learns of any unauthorized use of Access Credentials or any other known or suspected breach of security related to the Tratta Services.
Customer will not, and will not permit any Authorized User or other party to: (a) adapt, alter, modify, improve, translate or create derivative works of the Tratta Services, (b) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Tratta Services and (c) except as may be specifically provided in this Agreement (including use by Consumer Users), provide any third party access to the Tratta Services or use the Services on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment.
Customer is solely responsible for maintaining backups and copies of the Customer Content and the Report Information. Customer acknowledges that Tratta is not the system of record for any information and Tratta shall have no responsibility or liability for storing or maintaining backups of any Customer Content, Reports or Report Information. As contemplated in the termination provisions of this Agreement, Tratta may delete all Customer Content and Report Information following expiration or termination of this Agreement. Tratta does not pre-screen Customer Content but reserves the right, in its sole discretion, to refuse or remove any Customer Content from the Tratta Services at any time.
Customer acknowledges that as part of the Tratta Services, Tratta will be hosting a portion of Customer’s website, portal or other media property (identified in the Order Form as Customer’s Instance) on a white label basis that enables Customer to collect payments from Consumer Users. Unless otherwise agreed by the parties, the portion of the Customer website that is hosted by Tratta (aka the Customer Instance) will not be branded with the Tratta brand and Tratta will not have a direct contractual relationship with any Consumer User through the Customer website or in connection with the Tratta Services. Accordingly, Customer will post in an appropriate and reasonably prominent location and manner (consistent with Applicable Law) on or in any Consumer User facing portions of each of the Customer websites a reasonable and customary terms of service (“Customer Terms”) and a privacy policy (“Customer Privacy Policy”) that contemplates the Tratta Services and is consistent with Customer’s and Tratta’s use as contemplated here. Without limiting the foregoing, Customer will notify each Consumer User of any data that will be collected, stored, analyzed and/or processed within or through the Customer Instance. The content of the Customer Terms and Customer Privacy Policy must be in compliance with Applicable Laws in Customer’s and Consumer User’s jurisdictions and must include appropriate notices and disclosures with respect to the collection, receipt and use by Tratta and Customer of such transaction information. As between Tratta and Customer, Customer is solely responsible for all of the terms and conditions of the transactions conducted, evidenced, recorded or tracked on or through the Tratta Service(s).
During this Agreement, each party (the “Recipient”) will have access to the other party’s (the “Disclosing Party”) Confidential Information. Except as otherwise expressly permitted, and without limiting each party’s obligations, under this Agreement, each Recipient agrees as follows: (a) it will not disclose the Confidential Information of the Disclosing Party to anyone except its employees, contractors, third party service providers and advisors who have a need to know and who have been advised of and have agreed to treat such information in accordance with the terms of this Agreement (each a “Representative”), (b) to safeguard the Confidential Information using the same degree of care it uses to safeguard its own information of a similar nature, but no less than reasonable care, (c) it will not use or reproduce the Confidential Information disclosed by the Disclosing Party for any purpose other than exercising its rights and / or performing its obligations as described herein and (d) all items of Confidential Information are proprietary to the Disclosing Party or such third party, as applicable, and will remain the sole property of the Disclosing Party or such third party. Each Recipient will be liable for the acts and omissions of its Representatives with respect to the Disclosing Party’s Confidential Information.
The provisions of Section 3.1 will not apply to Confidential Information that: (a) is or becomes publicly available or enters the public domain through no fault of the Recipient, (b) is in the Recipient’s possession without knowledge of any confidentiality obligations, or (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the Recipient making the disclosure pursuant to the order will first have given written notice (email being sufficient) to the other party and will reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain a protective order or (2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
Unless otherwise set forth in the Order Form, all fees related to Customer’s subscription access to the Tratta Services are to be invoiced by Tratta in advance on an annual basis (the “Subscription Fees”). Unless otherwise set forth in any Order Form, all other Fees set forth will be invoiced in arrears within ten (10) days of the end of the month in which such services were rendered. The Subscription Fees and all other fees set forth in the Order Form will be called “Fees.”
Customer will pay the Fees to Tratta, without offset or deduction, in accordance with the payment schedule set forth in the applicable Order Form or as set forth in Section 4.1. Customer must notify Tratta in writing of any dispute or disagreement with invoiced charges within ten (10) days after Customer’s receipt of the applicable invoice. Absent such notice, Customer will be deemed to have agreed to the charges as invoiced after the expiration of such time. All Fees will be paid in U.S. dollars and exclude all applicable sales, use, and other taxes. Any portion of the Fees that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, whichever is less, from the due date until paid. The Fees exclude, and Customer will be responsible for all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on Tratta’s income). Alternatively, Customer may furnish to Tratta an exemption certificate, provided however that if such exemption certificate is challenged or held invalid by a taxing authority, then Customer agrees to pay for all resulting fines, penalties and expenses (including without limitation reasonable attorneys’ fees and costs).
Customer represents and warrants that: (a) as of the Subscription Effective Date and throughout the Subscription Term, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (b) the Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms and (c) it will comply with all Applicable Law.
IN NO EVENT WILL TRATTA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, COSTS OF DELAY, ANY FAILURE OF DELIVERY, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TRATTA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL TRATTA BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.
TRATTA’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY TRATTA UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE. THE LIMITATIONS ON LIABILITY SET FORTH IN SECTIONS 5.3 AND 5.4 WILL NOT APPLY TO TRATTA’S INDEMNIFICATION OBLIGATION.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, IN SUCH JURISDICTIONS THE LIABILITY OF TRATTA WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 5 WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR ANY LIMITED REMEDY HEREIN IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE.
Tratta will indemnify, defend and hold Customer, its directors, officers, employees and representatives (each a “Customer Indemnified Party”), harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs, (collectively “Losses”) arising out of any third party claim alleging that the Tratta Services infringe any U.S. patent, copyright, trademark or trade secret.
Section 6.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a use or modification of the Tratta Services by any Customer or any Authorized User in a manner outside the scope of any right granted or in breach of this Agreement, (b) a combination, operation or use of the Tratta Services with other software, hardware or technology not provided by Tratta if the claim would not have arisen but for such combination, operation or use or (c) the Customer Content or the website, portal, mobile application or other media property of which the Customer Instance is a part (any of the foregoing circumstances under clauses (a), (b) or (c) will be collectively referred to as a “Customer Indemnity Responsibility”).
Customer will indemnify, defend and hold harmless Tratta, its directors, officers, employees and representatives (each a “Tratta Indemnified Party”), from and against any and all Losses arising out of any: (a) any Customer Indemnity Responsibility or (b) a claim by any Consumer User or client of Customer arising out of such party’s use or inability to use the Tratta Services, provided that the indemnification in Section 6.3(b) will not apply to any Tratta indemnification pursuant to Section 6.1.
The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.
If any Service is, or in Tratta’s opinion, is likely to become the subject of any infringement-related claim, then Tratta will, at its expense and in its discretion: (a) procure for Customer the right to continue using the Service, (b) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent or (c) terminate the Order Form(s) pursuant to which the Service is provided and give Customer a refund for any pre-paid but unused fees.
The term of this Agreement will commence on the Order Form Effective Date and will continue for as long as the Subscription Term is in effect. Either party may terminate any Order Form, at its discretion, effective immediately upon written notice to the other if the other party materially breaches any provision of this Agreement that relates to such Order Form and does not substantially cure the breach within thirty (30) days after receiving written notice.
At any time during the Term, Tratta may suspend access to any Service for any reason including the following: (a) a threat to the technical security or technical integrity of the Services, (b) any amount due under this Agreement is not received by Tratta within ten (10) days after a written notice was presented to Customer stating that the applicable payment is past due or (c) breach or violation by Customer of any Applicable Law.
Tratta may, at its option, terminate any Order Form immediately upon written notice to Customer, in the event that: (a) Customer becomes insolvent or unable to pay its debts when due, (b) Customer files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing, (c) Customer discontinues its business or (d) a receiver is appointed or there is an assignment for the benefit of Customer’s creditors.
Upon termination or expiration of this Agreement for any reason: (a) any amounts owed to Tratta before such termination or expiration will be immediately due and payable and (b) all licensed and access rights granted will immediately cease to exist. Sections 1, 2.4 (in accordance with its terms), and 3 through 8 will survive any expiration or termination of this Agreement.
This Agreement cannot be assigned by either Customer or Tratta without the prior written consent of the other; provided, however, that either Party may assign this Agreement to any person or entity that is an affiliate, or acquires by sale, merger or otherwise, all or substantially all of its assets, stock or business. Any attempted assignment or delegation in violation of this Section 8.1 will be null, void and of no effect.
Tratta may modify this Agreement including: (a) to reflect changes to the Services or how Tratta does business (e.g., when adding features or removing old ones), (b) for legal, regulatory, or security reasons or (c) to prevent abuse or harm (any such changed terms, the “Modified Agreement”). If the changes in any Modified Agreement are material, Tratta will provide Customer with reasonable advance notice (the “Modification Notice”) and the opportunity to review the changes. The Modified Agreement will go into effect on the date specified in the Modification Notice, which date will be no earlier than thirty (30) days following the date of the Modification Notice unless the change is required by Applicable Law. In Customer objects to any materially adverse change in the Modified Agreement, Customer may terminate the Agreement upon written notice. In the event of any such termination, Tratta will provide Customer a refund of any prepaid but unused Fees for the Tratta Services.
All notices, consents, and approvals under this Agreement must be delivered via email, if an email address is provided in the Order Form. If no such email address is provided or it such address is undeliverable, notice may be made in writing by courier, by electronic facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth below such party’s signature in the Order Form. Notice will be effective upon receipt. Either party may change its address by giving notice of the new address to the other party.
This Agreement will be governed by the laws of the state of Delaware, without reference to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. Any dispute, controversy or claim arising out of or relating to this Agreement, will be made exclusively in the state or federal courts located in New Castle County, Delaware and both parties submit to the jurisdiction and venue of such courts.
Customer acknowledges that any actual or threatened breach of Section 2.4 will constitute immediate, irreparable harm to Tratta for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive court costs and other collection expenses, in addition to any other relief it may receive.
All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity (including any Authorized User) other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
The parties entered into this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
Each party will comply with the applicable export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer will not make the Services available to any person or entity that: (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties or (c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, act of terror, pandemic, cyberattack or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Except as otherwise provided herein, this Agreement may be amended only by a written document signed by both parties. Without limiting the foregoing, the parties acknowledge that Customer may issue a purchase order in connection with any Order Form. Purchase orders are for administrative purposes only and are of no force or effect. Purchase orders, terms attached to any Tratta invoice and / or any boilerplate terms in documents passed between the parties are null and void.