Terms and Conditions

1.1 "Services" means PayAI's hosted platform, APIs, downloadable tools and software, mobile applications, documentation, and any other products or services made available by PayAI, whether paid, free, subscription-based, or usage-based.

1.2 "Order" means any online checkout, click-through order, subscription selection, pricing page, or separate ordering document referencing these Terms.

1.3 "Customer Data" means data, content, code, files, or materials that Customer submits to PayAI or processes through the Services.

1.4 "Feedback" means suggestions, improvements, or input provided by Customer relating to the Services.

2.1 Registration. Customer is responsible for maintaining account security. Customer is responsible for all activity occurring under its account, as well as accuracy and completeness.

2.2 Eligibility. Customer represents that it has legal capacity to enter into these Terms. If Customer is an organization, the individual accepting these Terms represents that they have authority to bind the organization.

2.3 License. Subject to these Terms and any applicable agreement, payment terms, and laws, PayAI grants Customer a non-exclusive, non-transferable, revocable license to access and use the Services for Customer's internal business purposes or personal use, as applicable.

4.1 Fees. Fees for the Services are set forth in the applicable Order or pricing page or as otherwise applicable for a given Service. Fees may include subscription charges, usage-based charges, or one-time fees.

4.2 Billing and Renewal. Subscriptions renew automatically for successive terms unless cancelled at least 30 days prior to the renewal date pursuant to the applicable Service's cancellation terms. Customer authorizes PayAI and its third-party payment processors to charge all applicable fees to Customer's selected payment method.

4.3 Payment Terms. All fees are due immediately upon invoicing or as otherwise specified. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law).

4.4 Taxes. Fees are exclusive of all taxes, which shall be the responsibility of Customer, except for taxes on PayAI's income.

4.5 No Refunds. Except as expressly required by law, all fees are non-refundable.

5.1 Ownership. Customer retains all rights in Customer Data. Customer grants PayAI a worldwide, non-exclusive license to host, store, process, and transmit Customer Data to provide and improve the Services.

5.2 Data Responsibility. Customer is solely responsible for Customer Data and its compliance with applicable laws.

5.3 Privacy Policy. Use of the Services and these Terms are subject to PayAI's Privacy Policy, which is incorporated by reference.

6.1 Company IP. PayAI retains all rights, title, and interest in the Services, including all related intellectual property and derivative works. These Terms do not grant Customer any ownership interest.

6.2 Feedback. Customer grants PayAI a perpetual, irrevocable, royalty-free license to use Feedback for any purpose without restriction.

7.1 Definition. "Confidential Information" means information disclosed by one party to the other that is identified as confidential or would reasonably be understood to be confidential.

7.2 Obligations. Each party shall use commercially reasonable efforts to protect the other party's Confidential Information and shall not disclose it except to employees, contractors, or agents who need to know such information and are subject to confidentiality obligations.

7.3 Exclusions. Confidential Information does not include information that is publicly known, independently developed, lawfully obtained from a third party, or required to be disclosed by law (with notice, where legally permitted).

9.1 Term. These Terms commence upon Customer's first use of the Services and continue until terminated.

9.2 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of notice.

9.3 Termination for Convenience. Customer may terminate its account at any time by following account termination instructions. Prepaid fees are not refundable.

9.4 Effect of Termination. Upon termination, Customer's rights to access the Services cease. PayAI may delete Customer Data after 30 days.

10.1 Customer Warranties. Customer represents that it has all necessary rights to use and submit Customer Data.

10.2 Services Provided "AS IS." To the fullest extent permitted by law, the Services are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or uninterrupted availability.

11.1 By Customer. Customer shall indemnify, defend, and hold harmless PayAI from all claims, losses, liabilities, damages, and expenses (including reasonably attorney's fees) arising from: (a) Customer Data; (b) Customer's use of the Services in violation of law or these Terms; or (c) Customer's infringement or misappropriation of third-party rights.

11.2 By PayAI. PayAI will defend Customer against third-party claims alleging that the Services, as provided and when used in accordance with these Terms, infringe a third-party U.S. patent, copyright, or trademark, but only to the extent PayAI had actual knowledge at the time of delivery that the Services infringed such rights.

11.3 Exclusions. PayAI has no obligation nor liability whatsoever for claims arising from: (a) Customer Data or modifications; (b) combination of the Services with other products not provided by PayAI; (c) use after PayAI notifies Customer to cease use.

11.4 Remedies. PayAI may, at its discretion, (a) procure rights for continued use; (b) replace or modify the Services; or (c) terminate the affected portion of the Services and refund unused prepaid fees.

12.1 Exclusion of Indirect Damages. Neither party is liable for indirect, incidental, consequential, punitive, or special damages.

12.2 Liability Cap. Except for Customer's indemnity obligations, each party's aggregate liability is limited to the fees paid or payable by Customer in the 12 months preceding the event giving rise to liability.

12.3 Multiple Claims. Multiple claims do not enlarge the cap.

13.1 Arbitration. Any dispute arising under these Terms shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (for individual users) or Commercial Arbitration Rules (for business users). Proceedings will be conducted by a single arbitrator, and may be performed remotely as provided by the AAA.

13.2 Informal Resolution. Before filing for arbitration, the parties will attempt to resolve disputes in good faith for at least 30 days.

13.3 Equitable Relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction for claims relating to intellectual property or Confidential Information.

13.4 Class Action and Jury Trial Waiver. Disputes shall be conducted only on an individual basis, and you expressly waive any right to file a class action or seek relief on a class basis, and you waive any right to a jury trial.

16.1 Assignment. Customer may not assign these Terms without PayAI's written consent. PayAI may assign these Terms freely.

16.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Notices. Notices to PayAI must be sent to: legal@payai.network. Notices to Customer may be sent to the email associated with Customer's account.

16.4 Entire Agreement. These Terms and any referenced policies or Orders constitute the entire agreement between the parties.