Terms of Service

1. Definitions

"PayServ" or "Software Platform" means PAYSERV LLC, a New Jersey limited liability company, operating as an Independent Software Vendor (ISV) and neutral payment orchestration middleware provider. PayServ is a software platform — not a payment processor, money transmitter, acquiring bank, or payment facilitator.

"Sub-Merchant" or "downstream business" means any business entity, individual, or organisation that registers for and uses the PayServ platform to configure, test, or route payment transactions through one or more downstream Payment Service Providers (PSPs).

"Buyer" or "end-consumer" means the individual or entity initiating a payment to a Sub-Merchant through a payment method facilitated by the PayServ platform.

"PSP" means a Payment Service Provider — a third-party payment processor or acquirer (such as Square, Stripe, Adyen, or Moov Financial, Inc.) through which payment transactions are ultimately processed and settled.

"Moov Financial" means Moov Financial, Inc., a licensed money transmitter and payment processor that provides payment processing and banking services in connection with certain PayServ platform features, including card acceptance and bank account-linked payments.

2. Acceptance of Terms

By registering for, accessing, or using the PayServ platform — including any APIs, SDKs, dashboards, hosted payment fields, sandbox environments, or related services — you ("Sub-Merchant") agree to be bound by these Terms of Service ("Terms").

If you are entering into these Terms on behalf of a company or organisation, you represent and warrant that you have the legal authority to bind that entity to these Terms.

These Terms incorporate by reference our Privacy Policy, Refund & Cancellation Policy, and Data Processing Agreement, all available at payserv.com/legal.

3. Nature of the PayServ Software Platform

PayServ operates exclusively as software middleware and an ISV aggregator. PayServ provides: API normalisation and routing across multiple PSPs; credential vault management; automated certification test execution; hosted payment field integration; and webhook event normalisation.

PayServ does NOT: (a) process, acquire, or settle payment transactions; (b) hold, transmit, or custody merchant settlement funds; (c) store, process, or transmit raw cardholder data (PAN, CVV, expiry) — card data is captured exclusively within PSP-controlled hosted iFrame fields; (d) underwrite merchant risk or make credit decisions; or (e) establish a banking, money transmission, or payment facilitation relationship with Sub-Merchants.

All payment processing, settlement, fund movement, and banking services used in connection with certain PayServ features are provided by Moov Financial, Inc., subject to and governed by the Moov Platform Agreement (available at https://moov.io/legal/platform-agreement).

4. Payment Processing — Moov Financial, Inc.

Certain PayServ features — including card acceptance via the PayServ Checkout, Pay-by-Link, and Hosted Payments products — utilise payment processing and banking services provided by Moov Financial, Inc. ("Moov"), a licensed money transmitter.

By using any PayServ feature that processes payments through Moov, the Sub-Merchant agrees to be bound by the Moov Platform Agreement, available at https://moov.io/legal/platform-agreement, in addition to these Terms. In the event of any conflict between these Terms and the Moov Platform Agreement with respect to payment processing obligations, the Moov Platform Agreement shall control.

PayServ facilitates Sub-Merchant onboarding onto the Moov platform and coordinates the technical integration. However, Moov Financial, Inc. is solely responsible for payment processing, fund settlement, and compliance with applicable money transmission laws.

5. Agent of the Payee

For the limited purpose of receiving payments from Buyers on behalf of Sub-Merchants, the following authorised agency relationship applies:

6. Sub-Merchant Obligations

The Sub-Merchant agrees to: (a) use the PayServ platform only for lawful business purposes and in compliance with all applicable laws, regulations, and card network rules (including Visa, Mastercard, Discover, and Amex operating regulations); (b) obtain and maintain valid PSP agreements and merchant accounts with their chosen downstream PSPs; (c) accurately represent the nature of their business, transaction types, and expected volume during onboarding and on an ongoing basis; (d) maintain chargeback ratios within the thresholds required by their PSP agreements and applicable card network rules; (e) not use the PayServ platform to process payments for any prohibited business type as defined by applicable PSP agreements or law; and (f) promptly notify PayServ of any suspected unauthorised access, security incident, or data breach affecting their PayServ account.

The Sub-Merchant is solely responsible for their compliance with PCI-DSS, applicable data protection laws (including the CCPA), anti-money laundering (AML) regulations, and the requirements of their industry.

7. Acceptable Use

Sub-Merchants may not use the PayServ platform to: process payments for illegal goods or services; engage in fraudulent, deceptive, or abusive transaction practices; circumvent card network rules or PSP agreement restrictions; conduct load testing or performance testing against production PSP endpoints without PayServ's express written consent; or resell or sublicense access to the PayServ platform without a separate written reseller agreement.

PayServ reserves the right to immediately suspend or terminate any Sub-Merchant account that violates these Acceptable Use obligations, without prior notice.

8. Fees & Billing

PayServ charges platform subscription fees and/or usage-based transaction fees as set out in the Sub-Merchant's Order Form or Pricing Schedule. All fees are exclusive of applicable taxes.

Payment processing fees charged by Moov Financial, Inc. or other downstream PSPs are separate from PayServ's platform fees and are governed by the respective PSP's pricing agreements.

Detailed billing terms are set out in the Refund & Cancellation Policy available at payserv.com/legal/refund-policy.

9. Intellectual Property

PayServ retains all intellectual property rights in the platform, APIs, SDKs, documentation, and any derivative works. These Terms grant you a limited, non-exclusive, non-transferable licence to access and use the PayServ platform solely for your internal business purposes in accordance with these Terms.

No rights are granted to you to reverse engineer, decompile, copy, or create derivative works of the PayServ platform or its components.

10. Disclaimers & Limitation of Liability

THE PAYSERV PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED AVAILABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, PAYSERV'S AGGREGATE LIABILITY TO THE SUB-MERCHANT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE SUB-MERCHANT TO PAYSERV IN THE 12 MONTHS PRECEDING THE CLAIM. PAYSERV SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

PayServ is not liable for the acts, omissions, errors, or failures of any downstream PSP, including Moov Financial, Inc.

11. Termination

Either party may terminate these Terms with 30 days written notice. PayServ may suspend or terminate Sub-Merchant access immediately for breach of these Terms, violation of Acceptable Use obligations, or activity that poses a material risk to the platform, other users, or downstream PSPs.

Upon termination, all licences granted under these Terms cease. Outstanding fees remain due and payable. Sections 4 (Moov Financial), 5 (Agent of the Payee), 9 (Intellectual Property), 10 (Limitation of Liability), and 12 (Governing Law) survive termination.

12. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms shall first be submitted to good-faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA), with proceedings conducted in English.

Nothing in this clause prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

13. Contact

For questions about these Terms, contact: legal@payserv.com

PAYSERV LLC — 532 Marlton Pike W, Suite 520, Marlton, NJ 08053