Terms of Service

1. Agreement Overview

These Terms of Service ("Terms") constitute a legally binding agreement between KeraPay, Inc. ("KeraPay", "we", "us", or "our") and the merchant ("you", "your", or "Merchant") regarding the use of our payment processing services. By applying for or using our services, you agree to be bound by these Terms.

2. Services Provided

2.1 Payment Processing

KeraPay provides payment processing services including but not limited to credit card processing, ACH transfers, e-check processing, and alternative payment methods for businesses classified as high-risk merchants.

2.2 Additional Services

• Payment gateway access
• Fraud prevention tools
• Chargeback management
• Reporting and analytics
• API access and technical integration support
• PCI compliance tools

3. Merchant Obligations

3.1 Compliance

You agree to:

• Comply with all applicable federal, state, and local laws and regulations
• Maintain all required business licenses and permits
• Adhere to card network rules and regulations
• Maintain PCI DSS compliance
• Provide accurate and complete information during application and ongoing operations

3.2 Prohibited Activities

You may not use our services for:

• Illegal activities or transactions
• Sale of prohibited products or services
• Fraudulent or deceptive practices
• Money laundering or terrorist financing
• Pyramid schemes or illegal multi-level marketing
• Any activity that violates card network rules

3.3 Industry-Specific Requirements

Certain industries have additional requirements including but not limited to age verification, compliance documentation, product testing results, and regulatory licenses. You agree to provide and maintain all industry-specific requirements.

4. Fees and Pricing

4.1 Processing Fees

Processing fees are determined based on your industry, processing volume, and risk profile. Current rates will be specified in your merchant agreement. We reserve the right to adjust rates with 30 days notice.

4.2 Additional Fees

Additional fees may apply for:

• Chargebacks ($25 per occurrence)
• ACH returns
• Monthly account maintenance
• PCI non-compliance
• International transactions
• Currency conversion

4.3 Reserve Requirements

We may require a rolling reserve or security deposit based on your risk profile. Reserve percentages and terms will be specified in your merchant agreement.

5. Settlement and Funding

5.1 Settlement Schedule

Standard settlement is T+2 business days. Expedited funding options may be available for qualified merchants. We reserve the right to delay or hold funds for risk management purposes.

5.2 Fund Holds

We may hold funds when:

• Unusual or suspicious activity is detected
• Chargeback rates exceed acceptable thresholds
• Required documentation is missing or expired
• Legal or regulatory requirements
• Account is under review

6. Chargebacks and Disputes

6.1 Chargeback Liability

You are responsible for all chargebacks, regardless of reason. We will debit your account for chargeback amounts plus applicable fees. You agree to maintain sufficient funds or reserves to cover potential chargebacks.

6.2 Excessive Chargebacks

If your chargeback ratio exceeds card network thresholds, we may implement remediation plans, increase reserves, adjust pricing, or terminate services.

7. Data Security and Privacy

7.1 Data Protection

Both parties agree to implement appropriate security measures to protect cardholder data and maintain PCI DSS compliance. You are responsible for securing your systems and any breach resulting from your negligence.

7.2 Confidentiality

Both parties agree to maintain confidentiality of proprietary information and trade secrets shared during the business relationship.

8. Termination

8.1 Termination by Merchant

You may terminate this agreement with 30 days written notice. All outstanding obligations remain in effect after termination.

8.2 Termination by KeraPay

We may terminate immediately for:

• Violation of these Terms
• Illegal or prohibited activities
• Excessive chargebacks or fraud
• Failure to maintain required licenses
• Bankruptcy or insolvency
• Reputational risk to KeraPay

8.3 Post-Termination

Upon termination, we may hold reserves for up to 180 days to cover potential chargebacks and liabilities. You remain responsible for all transactions processed prior to termination.

9. Liability and Indemnification

9.1 Limitation of Liability

KERAPAY'S LIABILITY IS LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES PAID IN THE PRECEDING 12 MONTHS. WE ARE NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9.2 Indemnification

You agree to indemnify and hold harmless KeraPay from any claims, losses, or damages arising from your use of services, violation of these Terms, or business operations.

10. Dispute Resolution

10.1 Arbitration

Any disputes shall be resolved through binding arbitration in accordance with the American Arbitration Association rules, except where prohibited by law.

10.2 Governing Law

These Terms are governed by the laws of Delaware, without regard to conflict of law principles.

11. Modifications

We reserve the right to modify these Terms with 30 days notice. Continued use of services after modifications constitutes acceptance of updated Terms.

12. Contact Information

For questions about these Terms, contact us at:

• KeraPay, Inc.
• Email: legal@kerapay.com
• Phone: 1-888-555-0123
• Address: 123 Payment Plaza, Suite 100, Wilmington, DE 19801