PayOS Terms of Service

Welcome to PayOS! These Terms of Service ("Terms") govern your use of the PayOS platform. Our service enables you to create wallets that store your payment card information, and to authorize specific organizations to initiate payments on your behalf for a more seamless checkout experience ("Agentic Commerce").

By using PayOS, you agree to these Terms. Please read them carefully.

1. Acceptance of Terms

By registering for, accessing, or using PayOS, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use PayOS. This service is available only to users within certain geographical areas.

2. Description of the PayOS Service

PayOS provides the technology to facilitate user-authorized transactions. The service involves you (the "User"), PayOS, third-party platforms or organizations you authorize ("Platforms" or "Agents"), and the ultimate providers of goods and services ("End Merchants").

PayOS offers you the ability to:

• (i) Create a PayOS Wallet: Store your account and payment information, including full card numbers (PAN), expiration dates, CVV, and associated billing addresses ("Card Details"), for any eligible payment card.
• (ii) Authorize Platforms and Agents: Link your PayOS Wallet to a trusted Platform or Agent. This authorization (your "Consent") allows that Platform/Agent to use PayOS's capabilities to initiate payment transactions from your stored card to an End Merchant on your behalf.
• (iii) Direct PayOS Transactions: In some cases, PayOS may itself act as the Platform or Agent, allowing you to instruct us to deliver a payment payload directly to an End Merchant.

3. Your Relationship with Platforms, Agents, and Merchants

WHILE PAYOS PROVIDES THE TECHNOLOGY TO FACILITATE TRANSACTIONS, PAYOS IS NOT A PARTY TO THE AGREEMENT BETWEEN YOU, THE PLATFORM/AGENT, AND/OR THE END MERCHANT. The purchase, sale, or return of goods or services is a transaction solely between you and the End Merchant, often facilitated by a Platform/Agent you have authorized.

Refunds and Reversals: If you require a refund or reversal, you must contact the applicable End Merchant where the purchase was made and/or your card issuer. PayOS cannot resolve these issues.

Disputes: You are solely responsible for resolving disputes directly with the relevant party (End Merchant, Platform/Agent, or your card issuer).

4. Eligibility

To create and use a PayOS account, you must be at least 18 years old, and be the authorized user of the payment card you add.

5. Account Registration and Security

You must provide accurate, current, and complete information upon registration. You are responsible for all activities that occur under your account, including any Consents you grant. You agree to notify PayOS immediately of any unauthorized use of your account.

6. Acceptable Use and Prohibited Activities

You may use PayOS only for lawful purposes. In addition to not using PayOS for fraudulent transactions, you agree not to:

• Use the service for any illegal activities, including money laundering or financing of terrorism.
• Attempt to reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the service.
• Use any automated system, such as a "bot" or "scraper," to access the service for any purpose without our express written permission.
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Interfere with or disrupt the integrity or security of the service or its data.

7. Intellectual Property Rights

The PayOS service and all its content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by PayOS, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the PayOS service for your personal, non-commercial use only, according to these Terms.

8. Privacy

Our Privacy Policy, a separate document, explains how we collect, use, and protect your information.

9. Fees

PayOS does not charge you any fees for using our platform. Your card issuer, Platforms/Agents, or End Merchants may charge other fees as per your agreements with them.

10. Electronic Communications

By creating a PayOS account, you consent to receive electronic communications from us. You agree that any notices, agreements, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

11. Disclaimer of Warranties

THE PAYOS SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PAYOS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PAYOS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES.

13. Indemnification

You agree to defend, indemnify, and hold harmless PayOS and its affiliates from and against any and all claims, damages, and expenses (including attorneys' fees) arising from your use of the Service or your violation of these Terms.

14. Dispute Resolution, Governing Law, and Arbitration

This section significantly affects your legal rights, including your right to file a lawsuit in court.

Governing Law: These Terms are governed by the laws of the State of Delaware.

Binding Arbitration: Any dispute arising out of these Terms shall be determined by binding arbitration in Wilmington, Delaware, administered by the American Arbitration Association (AAA).

Class Action Waiver: YOU AND PAYOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. Your continued use of PayOS after such changes become effective constitutes your acceptance of the new Terms.

16. Termination

PayOS may suspend or terminate your access to the platform at any time. You may terminate your account by contacting customer support.

17. General Provisions

Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and PayOS regarding your use of the service.

Assignment: You may not assign or transfer these Terms, but we may assign our rights and obligations without restriction.

Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck, and the remaining provisions will be enforced.

18. Contact Us

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

Email: [email protected]