Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the services, platform, APIs, dashboards, and related tools (collectively, the “Services”) provided by PAAY Inc. (“PAAY,” “we,” “us,” or “our”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Services Overview

PAAY provides EMV 3-D Secure (3DS) authentication services for card-not-present transactions. Our Services include authentication APIs, merchant dashboards, analytics tools, reporting, and related payment security infrastructure. PAAY acts as a technology provider and does not process, settle, or hold funds on behalf of merchants or cardholders.

2. Eligibility and Account Registration

To use our Services, you must be a legally formed business entity in good standing. You agree to provide accurate, complete, and current information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to PAAY's systems or infrastructure
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to process transactions involving prohibited goods or services as defined by card network rules
• Resell or redistribute the Services without a valid partner agreement

4. API Usage and Integration

Access to PAAY's APIs is subject to rate limits, authentication requirements, and technical specifications as documented in our developer documentation. You are responsible for the security of your API keys and credentials. PAAY reserves the right to throttle or suspend API access if usage patterns indicate abuse or may negatively impact service quality for other users.

5. Data and Privacy

Your use of the Services is also governed by our Privacy Policy. You acknowledge that PAAY processes transaction data on your behalf to provide authentication services. You are responsible for ensuring that your use of the Services complies with all applicable data protection laws and that you have obtained any necessary consents from your customers.

6. Compliance

You agree to comply with all applicable laws, regulations, and card network rules (including Visa, Mastercard, American Express, and Discover) in connection with your use of the Services. You are solely responsible for maintaining PCI DSS compliance for your own systems and for any cardholder data you handle outside of PAAY's Services.

7. Fees and Payment

Fees for the Services are set forth in your service agreement or order form with PAAY. Unless otherwise stated, fees are invoiced monthly and due within thirty (30) days of invoice date. PAAY reserves the right to modify pricing with sixty (60) days' written notice. Failure to pay may result in suspension or termination of your access to the Services.

8. Service Levels and Availability

PAAY works to maintain high availability for its Services. Specific uptime commitments and remedies, if any, are set forth in your service level agreement (SLA). PAAY may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without prior notice when necessary to protect the security or integrity of the Services.

9. Intellectual Property

All rights, title, and interest in and to the Services, including all associated intellectual property rights, remain with PAAY. These Terms do not grant you any rights to use PAAY's trademarks, logos, or brand features without our prior written consent. You retain all rights to your data submitted through the Services.

10. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms, including business plans, technical data, and customer information. This obligation does not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PAAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. AUTHENTICATION RESULTS ARE DEPENDENT ON ISSUER RESPONSES AND CARD NETWORK INFRASTRUCTURE BEYOND PAAY'S CONTROL.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. PAAY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU TO PAAY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. Indemnification

You agree to indemnify, defend, and hold harmless PAAY and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any applicable law or regulation.

14. Term and Termination

These Terms are effective upon your first use of the Services and continue until terminated. Either party may terminate with thirty (30) days' written notice. PAAY may suspend or terminate your access immediately if you breach these Terms or if required by law or card network rules. Upon termination, your right to access the Services ceases, though provisions that by their nature should survive termination will remain in effect.

15. Modifications

PAAY may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website and updating the “Last updated” date. Your continued use of the Services after such changes constitutes acceptance of the updated Terms.

16. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved in the state or federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts.

17. General Provisions

These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between you and PAAY regarding the Services. If any provision is found to be unenforceable, the remaining provisions will continue in full force and effect. PAAY's failure to enforce any right or provision shall not constitute a waiver of that right or provision. You may not assign or transfer these Terms without PAAY's prior written consent.