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Effective Date: June 23, 2026
“Account” means the account, tenant, workspace, sandbox, or other instance through which Customer and its Authorized Users access the Services.
“Authorized User” means an employee, contractor, agent, or other individual whom Customer authorizes to access the Services on Customer’s behalf.
“Customer Data” means data, content, payment instructions, customer records, personal data, transaction data, subscription data, billing data, payment-method data, processor data, analytics data, and other information submitted to, transmitted through, stored in, or otherwise made available to the Services by or on behalf of Customer.
“Documentation” means Payment Kit’s then-current technical and user documentation, API materials, implementation guides, and usage instructions for the Services.
“Order Form” means an order form, pricing agreement, statement of work, online order, or other ordering document identifying the Services, fees, term, and other commercial terms.
“Payment Provider” means a payment processor, acquirer, gateway, bank, card network, digital wallet, alternative payment method, fraud service, token provider, or other third-party payment provider.
The Services are intended for businesses and individuals acting in a business capacity. An individual must be at least eighteen (18) years old and legally capable of entering into a binding agreement to create or administer an Account.
Customer will provide complete and accurate registration, billing, ownership, and contact information and will promptly update that information. Payment Kit may verify information reasonably necessary to provide the Services, satisfy legal or Payment Provider requirements, or manage risk.
Customer is responsible for maintaining the confidentiality and security of credentials, API keys, authentication methods, and Account access. Customer will promptly notify Payment Kit of suspected unauthorized access or security incidents affecting the Account.
Subject to Customer’s compliance with the Agreement and payment of applicable fees, Payment Kit grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable term to access and use the Services for Customer’s internal business purposes and to provide Customer’s products and services to its end customers.
Customer may permit Authorized Users to use the Services, but Customer remains responsible for all acts and omissions under its Account and for compliance by Authorized Users.
Payment Kit may update, enhance, modify, or replace features from time to time. Payment Kit will not materially reduce the core functionality of paid Services during a committed term, except where a change is reasonably necessary for security, legal, regulatory, Payment Provider, card-network, or technical reasons.
Beta, preview, early-access, sandbox, or evaluation features may be modified or discontinued at any time and are provided “as is” without warranties or service-level commitments.
Certain Services may include artificial-intelligence-enabled features. Customer is responsible for reviewing outputs before relying on them. AI-generated outputs may be incomplete, inaccurate, or non-unique and must not be used as the sole basis for decisions that produce legal or similarly significant effects on an individual without appropriate human review and compliance with applicable law.
Customer is responsible for configuring the Services, reviewing billing and routing rules, confirming tax and invoicing settings, maintaining Payment Provider accounts, and determining whether the Services and resulting reports are appropriate for Customer’s business.
Customer will comply with all laws, card-network rules, Payment Provider requirements, consumer-protection requirements, privacy laws, marketing and subscription-renewal laws, sanctions, and other obligations applicable to Customer, its products, its billing practices, and its use of the Services.
Customer is solely responsible for the legality, accuracy, quality, and integrity of Customer Data and for providing all notices and obtaining all rights, consents, and authorizations required for Payment Kit to process Customer Data as contemplated by the Agreement.
Customer will not, and will not permit any third party to: (a) access or use the Services unlawfully, fraudulently, deceptively, or in violation of third-party rights; (b) conduct card testing or unauthorized transactions; (c) interfere with, disrupt, probe, scan, or test the vulnerability of the Services without written authorization; (d) introduce malicious code; (e) reverse engineer, decompile, disassemble, or attempt to discover source code or non-public APIs, except to the limited extent such restriction is prohibited by law; (f) copy, modify, create derivative works of, resell, lease, sublicense, or provide the Services as a service bureau, except as expressly permitted in writing; (g) remove proprietary notices; (h) access the Services to build or benchmark a competing product; or (i) submit regulated or sensitive data that is not reasonably necessary for the Services or that Payment Kit has not agreed in writing to process.
Customer may use the Services in connection with a broad range of lawful industries. Payment Kit may nevertheless suspend or restrict activity that reasonably creates legal, security, fraud, Payment Provider, card-network, operational, financial, or reputational risk to Payment Kit, the Services, other customers, or third parties.
Customer may not submit protected health information subject to HIPAA, special-category data under GDPR, biometric identifiers, government identification numbers, or other highly sensitive data unless Payment Kit has expressly agreed in writing and the parties have entered any legally required addendum.
Payment Kit provides software and payment-orchestration technology. Unless expressly agreed in writing, Payment Kit is not a bank, acquiring bank, card network, payment processor, payment facilitator, merchant of record, money transmitter, lender, legal advisor, tax advisor, or accounting advisor.
Customer’s use of Payment Providers and third-party products is governed by Customer’s agreements with those parties. Payment Kit is not responsible for underwriting, account approval, reserves, holds, funding delays, chargebacks, refunds, declines, rate changes, service outages, account limitations, terminations, or other acts or omissions of Payment Providers.
Payment Providers and integrations selected, contracted for, or controlled by Customer are Customer-designated third-party services. They are not Payment Kit subprocessors solely because Payment Kit facilitates an integration with or transmits Customer Data to them at Customer’s direction. A Customer-designated provider may act as Customer’s processor, an independent controller, or in another capacity depending on its services and applicable law.
Tokenization, network tokens, processor tokens, independent vaulting, migration, and portability are subject to law, PCI DSS, card-network rules, Payment Provider cooperation, credential availability, and technical feasibility. Payment Kit does not guarantee that any token, payment credential, processor configuration, or merchant relationship can be exported, imported, or migrated.
Customer will pay the fees stated in the applicable Order Form or Customer Agreement. Unless otherwise stated, fees are non-cancelable and non-refundable, exclusive of taxes, and payable in U.S. dollars.
Customer is responsible for sales, use, value-added, withholding, and similar taxes arising from the Services, excluding taxes based on Payment Kit’s net income. If Customer is required to withhold an amount, Customer will make any legally required payment and provide documentation reasonably requested by Payment Kit.
Payment Kit may suspend access for overdue amounts after reasonable notice. Late amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, plus reasonable collection costs.
Any purchase order or vendor onboarding document is for administrative convenience only. Additional or conflicting terms in such documents are rejected and do not amend the Agreement.
Customer may use other billing, subscription-management, analytics, payment-processing, gateway, orchestration, or related platforms unless an Order Form expressly states otherwise. Customer will not intentionally configure, route, migrate, reclassify, or restructure payment flows, subscription records, processor accounts, billing operations, reporting, or revenue recognition for the primary purpose of avoiding fees owed to Payment Kit on revenue covered by an Order Form. This Section does not restrict legitimate business, operational, technical, regulatory, redundancy, or cost-management decisions.
As between the parties, Customer retains ownership of Customer Data. Customer grants Payment Kit and its subprocessors a limited right to host, process, transmit, reproduce, display, analyze, and otherwise use Customer Data as necessary to provide, support, secure, maintain, and improve the Services; comply with law and Payment Provider requirements; prevent fraud and abuse; and enforce the Agreement.
Payment Kit may create and use aggregated or de-identified information that does not identify Customer or any individual for analytics, benchmarking, product improvement, security, and other lawful business purposes.
Payment Kit’s Privacy Policy describes how Payment Kit processes personal information for its own business purposes. To the extent Payment Kit processes personal data on Customer’s behalf, the Payment Kit Data Processing Addendum is incorporated into the Agreement. Payment Kit’s current Subprocessor List is available at https://paymentkit.com/legal/subprocessors.
Payment Kit will maintain commercially reasonable administrative, technical, physical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, loss, and disclosure. Payment Kit maintains PCI DSS Level 1 compliance for the systems and services within its applicable PCI scope.
Each party is responsible for its own PCI DSS obligations to the extent applicable to that party’s systems and activities. Customer will use only Payment Kit-approved methods to submit payment data and will not send raw cardholder data or sensitive authentication data through support tickets, email, chat, logs, or other unapproved channels. Payment Kit’s PCI DSS Level 1 status does not make Customer automatically compliant or expand Payment Kit’s validated scope to Customer systems or integrations.
No method of storage or transmission is completely secure. Customer remains responsible for securing its systems, devices, credentials, integrations, code, and connections to the Services.
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including pricing, security information, product plans, source code, business information, Customer Data, and the non-public terms of an Order Form.
The receiving party will use Confidential Information only to exercise rights and perform obligations under the Agreement and will protect it using at least reasonable care. The receiving party may disclose Confidential Information to personnel, affiliates, professional advisers, financing sources, and contractors who need to know it and are bound by confidentiality obligations.
Confidential Information excludes information that the receiving party can demonstrate was lawfully known without restriction, independently developed without use of the Confidential Information, lawfully received from a third party without duty of confidentiality, or publicly available through no breach.
A party may disclose Confidential Information when legally required, provided it gives notice when legally permitted and reasonably cooperates with protective efforts. Unauthorized disclosure may cause irreparable harm for which equitable relief may be available.
Payment Kit and its licensors retain all right, title, and interest in the Services, Documentation, software, APIs, workflows, algorithms, interfaces, designs, trademarks, and related intellectual property, including improvements and derivative works. No rights are granted except as expressly stated.
Customer grants Payment Kit a perpetual, irrevocable, worldwide, royalty-free right to use suggestions, ideas, enhancement requests, and other feedback without restriction or obligation.
Payment Kit may identify Customer as a customer and display Customer’s name and logo in customer lists and sales materials unless Customer opts out in writing. A press release or case study describing specific results requires Customer’s prior written approval.
Payment Kit will provide support through its then-current support channels. Support excludes custom development, extensive implementation, emergency consulting, third-party vendor management, and data-cleanup services unless included in an Order Form.
Payment Kit will use commercially reasonable efforts to make the Services available, excluding maintenance, Customer-caused issues, Payment Provider or cloud-provider outages, internet failures, force majeure, and circumstances outside Payment Kit’s reasonable control.
Any service-level agreement or service credits must be expressly stated in a separate written agreement. Service credits, if any, are Customer’s sole remedy for failure to meet an applicable availability commitment.
The term and cancellation rights are stated in the applicable Order Form or Customer Agreement. If none applies, either party may terminate these Terms on thirty (30) days’ written notice.
Either party may terminate for an uncured material breach after thirty (30) days’ written notice, except a breach that cannot reasonably be cured may be grounds for immediate termination.
Payment Kit may suspend or limit the Services if Customer fails to pay amounts when due; creates security, legal, regulatory, Payment Provider, card-network, operational, financial, or reputational risk; violates the Agreement; or if suspension is reasonably necessary to prevent harm. Payment Kit will use reasonable efforts to provide notice when circumstances permit.
Upon termination, Customer will cease use and pay all accrued amounts. Payment Kit will retain Customer Data for thirty (30) days after termination unless a Customer Agreement states otherwise, after which Payment Kit may delete it, subject to legal obligations, inaccessible backups, and archival records. Customer is responsible for exporting Customer Data before termination. Export of payment credentials is subject to PCI DSS, law, Payment Provider requirements, and technical feasibility, and may require professional-services fees.
Each party represents that it has authority to enter into the Agreement. Except as expressly stated, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Payment Kit disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.
Payment Kit does not warrant uninterrupted or error-free operation; approval of transactions; any particular authorization, recovery, churn, fraud, chargeback, or revenue result; or continued availability or approval by a Payment Provider.
Customer will defend, indemnify, and hold harmless Payment Kit and its affiliates, officers, directors, employees, and agents from third-party claims arising from Customer’s products, services, marketing, billing practices, Customer Data, violation of law or third-party rights, unauthorized or fraudulent transactions, refunds, chargebacks, regulatory inquiries, or Customer’s gross negligence, willful misconduct, or fraud.
Payment Kit will defend Customer against a third-party claim that the unmodified Services, when used as authorized, infringe a United States patent, copyright, or trademark, and will pay damages finally awarded or approved settlement amounts. Payment Kit has no obligation for claims arising from Customer Data, Customer modifications, combinations with non-Payment Kit items, third-party services, or use outside the Agreement.
Payment Kit may procure continued use, modify or replace affected Services, or terminate the affected Services and refund prepaid unused fees for the terminated portion. These remedies are Customer’s exclusive remedies for an intellectual-property claim.
The indemnified party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. No settlement may impose liability, admission, or non-monetary obligations on the indemnified party without its prior consent, not to be unreasonably withheld.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, or loss of goodwill, data, or business opportunity, even if advised of the possibility.
Except for Customer’s payment obligations, confidentiality breaches, intellectual-property misuse, indemnification obligations, fraud, gross negligence, or willful misconduct, each party’s aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer to Payment Kit during the twelve (12) months preceding the event giving rise to liability.
The Agreement is governed by the laws of the State of Delaware, without regard to conflicts-of-law rules. The state and federal courts located in Delaware will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.
EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL IN AN ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.
Unless prohibited by law, any claim arising out of or relating to the Services or Agreement must be filed within one (1) year after the claim accrued or it is permanently barred. This limitation does not apply to unpaid fees, infringement or misuse of intellectual property, or claims that cannot lawfully be limited.
Customer will not access or use the Services in violation of export-control, economic-sanctions, anti-bribery, anti-corruption, or anti-money-laundering laws. Customer represents that it and its controlling persons are not prohibited or restricted parties and are not using the Services from a comprehensively sanctioned jurisdiction, except as lawfully authorized.
Payment Kit may update these Terms by posting a revised version and changing the Effective Date. Material changes will become effective thirty (30) days after posting or notice, unless a change is required sooner by law, security, or Payment Provider requirements. Changes will not retroactively increase fees or materially reduce contracted rights during a committed term unless Customer agrees or the change is required by law.
Neither party may assign the Agreement without the other party’s consent, except Payment Kit may assign to an affiliate or in connection with a merger, acquisition, financing, reorganization, or sale of substantially all relevant assets, and Customer may assign in a similar transaction to a non-competitor that assumes the Agreement and is not in default.
The parties are independent contractors. There are no third-party beneficiaries except as expressly stated in the Data Processing Addendum. Neither party is liable for delay caused by events beyond its reasonable control.
Notices to Payment Kit must be sent to Payment Kit LLC, Attn: Legal, 1111B S Governors Ave STE 47765, Dover, DE 19904, and legal@paymentkit.com. Operational notices may be sent electronically to an Account administrator. Customer notices will be sent to the contact information in the Account or Order Form.
The Agreement is the entire agreement on its subject matter and supersedes prior discussions. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. Failure to enforce a provision is not a waiver.
