Terms of Service

These Terms of Service (this "Agreement" or these "Terms") constitute a binding legal agreement between you ("you" or "your") and Justified Payments ("Justified Payments," "we," "our," or "us"), a company headquartered in Texas, United States. This Agreement governs the services, products, technologies, programs, documentation, tools, software, features, and any other service offered by Justified Payments from time to time (collectively, the "Services"). By accessing or using the Services, you confirm that you have read and understood this Agreement and agree to be bound by it. If you do not agree to this Agreement, you must not use the Services. This Agreement incorporates by reference all information available via our website (the "Platform").

THESE TERMS INCLUDE A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, AS WELL AS A MANDATORY ARBITRATION CLAUSE THAT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A TRIAL BY JURY. PLEASE READ SECTION 21 CAREFULLY.

1. Relationship and Role

We provide the Services to legal entities and organizations ("Merchants") to facilitate transactions, such as the purchase of goods or services, between Merchants and the persons who pay them ("Customers"). The Merchant is solely responsible for the goods or services that Customers purchase using the Services, and for resolving any dispute connected with such goods or services, including delivery, quality, fraud, advertising, customer support, refunds, returns, intellectual property rights, product liability, and compliance with applicable law.

2. Eligibility and Account Registration

2.1 Eligibility

To use the Services, Merchants must create and maintain an account with us (a "Justified Payments Account"). Only companies, organizations, and other legal entities are eligible to apply for an Account. If you open an Account, you must be at least 18 years old, capable of forming a binding contract, and have the authority to bind the legal entity or organization on whose behalf you are registering. Your email address and a password selected by you will be used to access your Account ("Credentials").

2.2 Verification

As part of the Account registration process, and at other times during your use of the Services, you will be required to provide certain information and documentation, which may include your name, address, telephone number, taxpayer identification or Social Security number, government-issued identification, bank account information, articles of incorporation, beneficial ownership information, and source of funds. You are responsible for keeping this information accurate and current, and you agree to indemnify us for losses resulting from your failure to do so.

2.3 Inquiries and Authorization

You authorize us, directly or through a third party, to make any inquiries we consider necessary to verify your identity and protect against misuse of the Services, including querying information associated with your linked bank account and obtaining business credit reports. You authorize any third party to which such inquiries are directed to respond fully. We have no liability for any inability to access or use the Services resulting from identity verification or screening procedures. You represent that all information you submit is accurate, current, and complete.

2.4 Sanctions and Restricted Persons

Your use of the Services is subject to applicable law, including export restrictions, anti-terrorism laws, and economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, the United Kingdom, and other applicable national or regional authorities. You represent that you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive sanctions, nor owned or controlled by any person subject to sanctions.

2.5 Changes to Your Eligibility

You agree to notify us of any change in your circumstances that may affect your ability to meet our eligibility criteria. If you no longer meet our eligibility criteria at any time, we may suspend or terminate your access to some or all of the Services.

3. Securing Your Account

You are fully responsible for any activity that occurs through your Account. You are responsible for maintaining the security of any IDs, passwords, personal identification numbers (PINs), API keys, or other credentials used to access the Services. We assume no responsibility for losses resulting from a compromise of your credentials that is not our fault. If we suspect that an unauthorized person is using your Account, we may suspend or restrict it. You agree to notify us immediately of any breach of security or unauthorized use of your Account.

4. Payment Services

4.1 Forms of Payment

The Services support most domestic and international credit and debit cards bearing a Visa, Mastercard, American Express, or Discover logo, as well as bank-to-bank payment methods, including the Automated Clearing House network ("ACH") in the United States, the Single Euro Payments Area network ("SEPA") in the European Union, the Faster Payments Service in the United Kingdom, and Interac e-Transfer and the Automated Clearing Settlement System ("ACSS") in Canada, in each case to the extent supported by the Platform. We may add or remove support for payment methods at any time without prior notice, and we may process only those transactions that receive authorization from the applicable card issuer or financial institution.

4.2 Chargebacks

A Customer may dispute a transaction or claim not to have authorized it, resulting in a reversal of funds ("Chargeback"). If we believe you are incurring an excessive number or amount of Chargebacks, we may impose additional conditions on your use of the Services, including new processing fees, a Reserve (as described in Section 6) to cover anticipated Chargebacks, or suspension or termination of the Services.

4.3 Unclaimed Property

In certain circumstances we may have an obligation to report funds associated with your Account to the applicable governmental entity as unclaimed property, such as if we cease providing the Services. We will attempt to contact you using the information in our records before doing so. We may deduct a dormancy fee or other administrative charge from such funds as permitted by applicable law.

5. Debit Authorization

You authorize Justified Payments to debit each bank or financial institution account you identify to us ("Bank Account") without separate notice, in order to collect amounts you owe under this Agreement. If we are unable to collect those amounts from a Bank Account, you grant us a new authorization to debit each Bank Account without further notice. This authorization remains in effect until your Account is closed and all amounts owed under this Agreement are paid, whichever occurs later. To the extent permitted, you waive any right under applicable debit-scheme rules to revoke this authorization.

5.1 ACH Authorization (United States)

You authorize us to initiate electronic ACH debit and credit entries to each U.S. bank account or payment instrument you link to your Account, and to initiate adjustments for transactions credited or debited in error. You waive prior-notice requirements for such debits and confirm you are the only person required to authorize debits from the linked account. You may amend or cancel this authorization by providing us thirty (30) days’ notice.

5.2 Pre-Authorized Debit Agreement (Canada)

If you maintain a bank account at an institution that is a member of Payments Canada, you authorize us to initiate debit and credit entries to that account in accordance with this Agreement and the Pre-Authorized Debit Agreement attached as Exhibit A.

6. Reserve

We may withhold or delay payment of funds to you, and/or require you to maintain funds in a separate reserve account (a "Reserve"), to secure your obligations under this Agreement, including to cover potential Chargebacks, refunds, or other liabilities. The amount of the Reserve will be reasonably determined by us and may be raised, reduced, or removed at our discretion based on your payment history, a credit review, or other factors we determine relevant. You grant us a security interest in, and lien on, any funds held in a Reserve, and authorize us to debit the Reserve or any linked bank account to collect amounts you owe us. This Section survives termination of this Agreement.

7. Third-Party Services

The Platform may include links to, or integrations with, services, applications, or resources provided by third parties ("Third-Party Services"). Your use of any Third-Party Service is governed by that third party’s own terms and policies. We do not endorse and are not responsible for the availability, accuracy, or legitimacy of any Third-Party Service, and we are not liable for any damage or loss arising from your use of or reliance on a Third-Party Service. Granting a Third-Party Service permission to take action on your behalf does not relieve you of your obligations under this Agreement, and you are fully responsible for the acts and omissions of any such third party.

8. Prohibited Use

You may not use the Services to engage in any of the following ("Prohibited Use"). The activities listed are representative, not exhaustive:

• Unlawful Activity: activity that violates, or assists in the violation of, any law, regulation, or applicable sanctions program, or that involves the proceeds of unlawful activity; using the Services in a manner that a card network or other payment network reasonably believes to be an abuse of its system or a violation of its rules.
• Abuse of Others: interfering with another person’s access to or use of the Services; harassing, threatening, defaming, or stalking others; impersonating Justified Payments, our employees, or any other person or entity; transmitting unsolicited advertising, "spam," or chain letters; or engaging in conduct that promotes hate, intolerance, or violence.
• Fraud: activity intended to deceive or defraud us, our users, or any other person, including providing false or misleading information, obtaining a cash advance from a credit card, or attempting to receive payment from both us and another party for the same transaction.
• Abusive Activity: causing the Services or Platform to operate other than as intended; damaging our reputation or impairing our legal rights; using a robot, spider, or similar automated means to access the Services; or attempting to gain unauthorized access to any system connected to the Services.
• Intellectual Property Infringement: infringing or violating the intellectual property, publicity, or privacy rights of others, including the unauthorized use of our trademarks, trade names, or logos, or any action implying an untrue endorsement by or affiliation with us.

9. Your Representations and Warranties

You represent and warrant to us that:

• you are eligible to register for and use the Services and have the right, power, and authority to enter into and perform this Agreement;
• the name you provide upon registration is your own name or the name of the business under which you sell goods or services;
• each transaction you submit represents a bona fide sale by you and accurately describes the goods or services sold;
• you will fulfill your obligations to each Customer and resolve any related dispute or complaint directly with the Customer;
• you and all transactions you initiate will comply with applicable law and with all applicable network rules and procedures;
• you will not use the Services for any fraudulent purpose, to interfere with the Services, or for any Prohibited Use; and
• you bear full responsibility for all activity occurring in connection with your use of or access to the Services.

10. Changes, Suspension, and Termination

We may, at our sole discretion and without liability to you, modify, suspend, or discontinue all or part of the Services at any time, with or without notice. Our decision to limit, suspend, or terminate your access may be based on confidential risk-management or security criteria that we are under no obligation to disclose.

10.1 No Liability

We are not liable for losses resulting from any modification, suspension, or termination of the Services. We may cooperate fully with law enforcement authorities or court orders requesting disclosure of information related to your use of the Services.

10.2 Effect of Termination

Upon termination of your access to the Services, you will lose access to information and documentation you submitted through the Services, and all rights granted under this Agreement will end. Termination does not relieve you of any obligation to pay amounts owed to Justified Payments, Merchants, or any other party incurred prior to termination.

11. Intellectual Property Rights

11.1 Our Materials

The Services and their entire content, features, and functionality — including all software, text, displays, images, and the design and "look and feel" of the Services — are owned by us, our licensors, or other providers of such material, and are protected by applicable intellectual property laws ("Justified Payments Materials").

11.2 Limitations on Use

In connection with your use of the Services, you agree not to: resell, lease, or distribute the Services or Justified Payments Materials; create derivative works based on the Services; frame or incorporate the Services into another website or work; decompile, disassemble, or reverse engineer the Services; use the Services to build a competing product; or suggest any affiliation with or endorsement by us that does not exist.

11.3 Rights We Grant You

We grant you a non-sublicensable, non-transferable, non-exclusive right to access and use the Services and any related materials we make available, solely for the purpose of enabling your permitted use of the Services under this Agreement.

12. Platform Content and Interactions with Other Users

We do not warrant the accuracy, completeness, or usefulness of any materials or information presented on or through the Services; such information is provided solely for general informational purposes and does not constitute an offer to buy, sell, or otherwise transact. You are responsible for your interactions with other users of the Services. While we may monitor such interactions, we are not obligated to do so and are not liable for the actions or omissions of any other user.

13. Electronic Communications

By accepting this Agreement or using the Services, you consent to receive communications electronically as described in the Electronic Communications Policy attached as Exhibit B, which is incorporated into this Agreement by reference.

14. Promotions

We may make available special offers or promotions for qualifying users, subject to qualifying criteria established at our discretion. We may revoke, modify, or discontinue any promotion at any time without notice, and we are under no obligation to make any promotion available to all users.

15. Feedback

Any suggestions, ideas, or feedback you provide regarding the Services ("Feedback") are non-confidential. We may use and disseminate Feedback for any purpose without acknowledgment or compensation to you, and you assign to us all right, title, and interest in such Feedback.

16. Relationship of the Parties

Justified Payments is not your broker, intermediary, agent, or advisor, and has no fiduciary relationship or obligation to you arising from your use of the Services. We do not provide investment, tax, or legal advice, and you are solely responsible for any decision you make when using the Services. No communication or information we provide should be construed as advice.

17. Fees

You agree to pay the fees described in this Agreement, any other agreement between you and us, or as disclosed in your Account ("Fees"). We may modify Fees at our discretion; continued use of the Services after a Fee change constitutes your agreement to the new Fees. Except where required by law, Fees are non-refundable.

18. Warranty Disclaimer

THE SERVICES, THE PLATFORM, AND ALL JUSTIFIED PAYMENTS MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Indemnification

You agree to defend, indemnify, and hold harmless Justified Payments, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to: your violation of this Agreement; your use of or reliance on the Services; your access to or use of a Third-Party Service; your engaging in any Prohibited Use; any third party’s access to or use of the Services using your Account; or your breach of any applicable legal requirement.

20. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL JUSTIFIED PAYMENTS, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, BUSINESS, OR DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE, EVEN IF FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR COLLECTIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID DIRECTLY TO US FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

21. Dispute Resolution, Class Action Waiver, and Mandatory Arbitration

Please read this section carefully. It waives your right to participate in a class action and requires you to arbitrate certain disputes, limiting the ways you can seek relief.

21.1 Waiver of Class Actions and Right to Jury Trial

To the extent permitted by law, any claim, controversy, or dispute arising out of or related to this Agreement (each, a "Dispute") must be brought in your individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding. You agree that, by entering into this Agreement, you waive the right to a jury trial and the right to participate in a class action.

21.2 Informal Resolution

Before filing a claim against Justified Payments, you agree to first attempt to resolve the Dispute by emailing legal@justifiedpayments.com with a description of your claim. If the Dispute is not resolved within sixty (60) days, either party may submit the Dispute to binding arbitration as provided below.

21.3 Arbitration Agreement

All Disputes between you and Justified Payments must be resolved by final, binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. This Agreement affects interstate commerce, and the enforceability of this Section is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Arbitration will be held in Texas, or another mutually agreeable location, and may be conducted remotely.

21.4 Time Limit

Any arbitration must be commenced within one (1) year after the date the party asserting the claim first knew or reasonably should have known of the facts giving rise to the claim, or such shorter period as required by applicable law. Claims not filed within this period are permanently barred.

21.5 Severability

If any part of this Section is found unenforceable, that part will be severed without affecting the remainder of this Section, and, to the extent a claim must proceed on a class or representative basis, it must be litigated in court rather than arbitration.

22. Governing Law

This Agreement is governed by, and will be construed in accordance with, the laws of the State of Texas, without regard to conflict-of-law principles. With respect to any matter not subject to arbitration under Section 21, the state and federal courts located in Texas will have exclusive jurisdiction, and you waive any objection to venue in those courts.

23. Amendments to this Agreement

We may amend this Agreement, or any policy referenced in it, at any time and in our sole discretion. Amendments are effective immediately upon posting, and your continued use of the Services after an amendment is posted constitutes your agreement to be bound by it, whether or not you have reviewed it.

24. Miscellaneous Terms

24.1 Assignment

You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign our rights without restriction, including to an affiliate or successor in interest. This Agreement binds and benefits the parties and their permitted successors and assigns.

24.2 Survival

All sections of this Agreement that by their nature should survive termination will survive termination, including provisions relating to fees owed, intellectual property, indemnification, limitation of liability, and dispute resolution.

24.3 Nonwaiver of Rights

Our failure or delay in exercising any right under this Agreement does not operate as a waiver of that right.

24.4 Severability

If any provision of this Agreement is found invalid or unenforceable, that provision will be interpreted to accomplish its objectives to the greatest extent permitted by law, and the remaining provisions will remain in full force and effect.

24.5 Force Majeure

We will not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, telecommunications or infrastructure failures, or changes in law materially affecting our ability to provide the Services.

24.6 Taxes

You are solely responsible for determining whether taxes apply to your use of the Services and for withholding, collecting, reporting, and remitting the correct amounts to the appropriate tax authorities. No information we provide should be construed as tax advice.

24.7 Notice

Notices under this Agreement will be provided by posting on the Platform, by email, or through other electronic means, and you consent to receive such notices electronically.

24.8 Privacy

To understand how Justified Payments collects, uses, and shares information about you, please review our Privacy Policy.

24.9 Entire Agreement

This Agreement, together with any document incorporated by reference, constitutes the entire agreement between you and Justified Payments regarding the Services and supersedes all prior discussions and agreements on the subject. These Terms govern in the event of any conflict with another agreement, unless otherwise specifically stated.

24.10 Headings; Language

Section headings are for convenience only and do not limit or construe the meaning of any section. This Agreement is set forth in the English language, and the English version will prevail over any translation.

25. Contact Us

If you have questions about this Agreement, please contact us at:

Justified Payments

Texas, United States

Email: legal@justifiedpayments.com

Exhibit A

Pre-Authorized Debit Agreement (Canada)

You agree that any debit withdrawal by Justified Payments under this Agreement is a pre-authorized debit ("PAD") for business purposes, as defined under the rules of Payments Canada.

PAD Amount and Timing

The amount of any PAD will vary based on the amount owed by you under this Agreement from time to time. The timing of each PAD will be triggered by the amount becoming due.

Waiver of Pre-Notification

You waive the right to receive advance notice of the amount or timing of any PAD, and agree that no such notice is required when the debit is triggered by a specified event under this Agreement.

Changes to Your Bank Account

If you change your bank account, this PAD Agreement will apply to the new account. You must notify us in writing of the change; it may take up to ten (10) business days to reflect the change.

Cancellation

You may revoke this PAD Agreement upon thirty (30) days’ prior written notice to us, although doing so will constitute a material breach of this Agreement. You may obtain a sample cancellation form and information about your right to cancel by contacting your financial institution or visiting payments.ca.

Recourse

You have the right to dispute and seek reimbursement for any debit that does not comply with this PAD Agreement. You may contact your financial institution or visit payments.ca for more information.

Contact

Questions regarding this PAD Agreement may be directed to legal@justifiedpayments.com.

Exhibit B

Electronic Communications Policy

By accepting this Agreement, you consent to receive electronically all communications, agreements, notices, and disclosures (collectively, "Communications") that we provide in connection with your Account and use of the Services.

Electronic Delivery

Communications include agreements and policies you agree to (and updates to them), account and transaction information, legal, regulatory, and tax disclosures, and other notices related to your Account.

Method of Delivery

We may provide Communications by posting them on the Platform, emailing them to the address on file for your Account, or through other electronic means such as text message or push notification.

Requirements

To access electronic Communications, you need an internet-connected device, a current web browser, a valid email account, and software capable of displaying Communications in electronic form (for example, software to view PDF documents).

Withdrawing Consent

You may withdraw your consent to receive Communications electronically by contacting us at legal@justifiedpayments.com. If you withdraw consent, we may immediately close your Account.

Updating Your Information

You are responsible for providing and maintaining accurate contact information. If we send a Communication and you do not receive it because your information on file is inaccurate or out of date, we will be deemed to have provided the Communication to you.