Terms of Service

1. Acceptance of these terms

These Terms of Service ("Terms") constitute a binding agreement between you ("you," "Customer," or "user") and Mojave Payment Technologies, LLC, doing business as Paying.co ("Paying.co," "Company," "we," "us," or "our"), a Nevada limited liability company. By accessing or using our websites, products, or services (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

2. Definitions

• "Services" means our websites, software products, platforms, APIs, and professional and engineering services.
• "Engagement" means a project for engineering, certification, development, or related services that we perform for a Customer.
• "SOW" means a statement of work, order form, proposal, or master services agreement signed or otherwise accepted by the parties.
• "Customer Materials" means content, data, code, hardware, credentials, and other materials a Customer provides to us.
• "Deliverables" means the work product we deliver under an Engagement.

3. Eligibility

The Services are intended for businesses and professionals. You must be at least 18 years old and capable of forming a binding contract to use the Services. You agree to provide accurate information and to keep it current.

4. The Services

We provide payment engineering, EMV Level 3 certification, custom payment application development, unattended and SoftPOS/MPoC systems, PCI compliance support, and related software products. We may modify, suspend, or discontinue any part of the Services at any time, and we will use reasonable efforts to provide notice of material changes that affect an active Engagement.

5. Engagements and statements of work

Detailed services are performed under an Engagement governed by a separate SOW. Each SOW describes the scope, deliverables, timeline, fees, and any specific terms. In the event of a conflict between these Terms and a signed SOW, the signed SOW controls with respect to that Engagement.

5.1 Customer responsibilities

You agree to provide timely access to Customer Materials, accurate requirements, necessary credentials and approvals, and reasonable cooperation. Delays in your performance may affect timelines and fees. You represent that you have the rights necessary to provide Customer Materials to us for the purposes of the Engagement.

5.2 Acceptance of deliverables

Unless an SOW states otherwise, Deliverables are deemed accepted upon delivery unless you provide written notice of a material non-conformity within the acceptance period specified in the applicable SOW.

6. Accounts and security

Some Services require an account or access credentials. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly of any unauthorized use. We are not liable for losses arising from your failure to safeguard your credentials.

7. Acceptable use

You agree not to:

• Use the Services in violation of any applicable law, regulation, or payment-network rule;
• Infringe or misappropriate the intellectual property or other rights of any party;
• Attempt to gain unauthorized access to, interfere with, or disrupt the Services or related systems;
• Introduce malware or other harmful code;
• Reverse engineer, decompile, or attempt to derive source code except to the extent permitted by law;
• Use the Services to transmit unlawful, fraudulent, or deceptive content; or
• Resell or provide the Services to third parties except as expressly authorized.

8. Fees and payment

Fees are set out in the applicable SOW or order. Unless otherwise stated, fees are quoted in U.S. dollars and are exclusive of taxes, which are your responsibility. Invoices are due according to the terms in the applicable SOW; if none is stated, payment is due within thirty (30) days of the invoice date.

• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Nevada law, plus reasonable costs of collection.
• Suspension. We may suspend work or access for accounts with overdue balances after reasonable notice.
• Non-refundable. Except as expressly stated in an SOW or required by law, fees are non-refundable.
• Financing. Where we offer in-house payment terms on qualifying projects, those terms are documented separately in your project agreement and are subject to our discretion and underwriting.

9. Intellectual property

9.1 Our property

We retain all right, title, and interest in and to the Services, our software products, our pre-existing materials, and any tools, libraries, frameworks, methodologies, and know-how we use or develop, including improvements to them. No rights are granted except as expressly stated.

9.2 Deliverables

Ownership and license of Deliverables are as specified in the applicable SOW. Unless an SOW states otherwise, upon full payment we grant you a non-exclusive, perpetual license to use the Deliverables for your internal business purposes, and we retain ownership of our pre-existing and reusable components incorporated into the Deliverables.

9.3 Customer Materials

You retain ownership of Customer Materials. You grant us a limited license to use Customer Materials solely to perform the Engagement and provide the Services.

9.4 Feedback

If you provide suggestions or feedback, you grant us a royalty-free, perpetual, irrevocable license to use it without restriction.

10. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms or an SOW, will protect it using reasonable care, and will not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law, provided reasonable notice is given where permitted.

11. Third-party services

The Services may integrate with or rely on third-party products, processors, acquirers, networks, and platforms that are governed by their own terms. We are not responsible for third-party services, and your use of them is at your own risk and subject to their terms.

12. Disclaimer of warranties

Except as expressly stated in a signed SOW, the services and deliverables are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the services will be uninterrupted, error-free, or secure, or that defects will be corrected. You are responsible for your own compliance with applicable laws and payment-network rules.

13. Limitation of liability

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to these terms or the services, whether based in contract, tort, or otherwise, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or related to these terms and the services will not exceed the amounts paid by you to us for the specific engagement or service giving rise to the claim during the twelve (12) months preceding the event giving rise to the liability.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

14. Indemnification

You agree to indemnify and hold harmless Paying.co and its members, managers, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your Customer Materials, your use of the Services in breach of these Terms, or your violation of applicable law or the rights of a third party.

15. Term and termination

These Terms apply while you use the Services. Either party may terminate an Engagement as provided in the applicable SOW. We may suspend or terminate your access to the Services if you materially breach these Terms and fail to cure within a reasonable period after notice, or immediately for breaches that cannot be cured or that pose a security or legal risk. Upon termination, you remain responsible for fees accrued through the effective date of termination. Provisions that by their nature should survive termination will survive, including those on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution.

16. Governing law and venue

These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles. Subject to the arbitration provision below, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, for any dispute not subject to arbitration, and waive any objection to such venue.

17. Binding arbitration and waiver

Except for claims for injunctive relief or claims relating to intellectual property, any dispute arising out of or related to these Terms or the Services that cannot be resolved informally will be resolved by final and binding arbitration administered in Clark County, Nevada, in accordance with the rules of a recognized arbitration provider and the Federal Arbitration Act. Judgment on the award may be entered in any court of competent jurisdiction.

To the extent permitted by law, the parties waive any right to a jury trial and agree that claims will be brought in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

The parties will first attempt in good faith to resolve any dispute through informal negotiation by contacting the other party in writing before initiating arbitration.

18. General

• Entire agreement. These Terms, together with any applicable SOW, are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject.
• Order of precedence. If there is a conflict, a signed SOW controls over these Terms for the relevant Engagement.
• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• Waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
• Notices. Legal notices to us should be sent to the address below; we may provide notices to you electronically.
• Changes. We may update these Terms; the "Last updated" date reflects the current version, and continued use constitutes acceptance.

19. Contact us

Questions about these Terms can be directed to: