Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Adtelligent ("Adpay", "we", "us") and govern your access to and use of the Adpay website, dashboard, APIs, and related services (the "Services"). By creating an account, clicking to accept, or using the Services, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you are authorized to bind that organization.

If you do not agree to these Terms, you may not use the Services.

Adpay provides payment operations tooling that helps merchants connect storefronts, accept payments through third-party processors, reconcile transactions, manage subscriptions and invoices, and access reporting. Adpay is not a bank, money transmitter, or payment processor of record; settlement of funds is performed by the underlying payment processors and financial institutions you connect.

You must be at least 18 years old and capable of forming a binding contract to use the Services. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately of any unauthorized use. We may suspend or terminate accounts that violate these Terms or pose a security or compliance risk.

You agree not to:

• Use the Services for unlawful, fraudulent, or deceptive purposes.
• Process payments for prohibited or high-risk activities barred by us or our payment partners.
• Circumvent, disable, or interfere with security or rate-limiting features.
• Reverse engineer, scrape, or misuse our APIs beyond documented and authorized use.
• Upload malicious code or attempt to gain unauthorized access to our systems or other users' data.
• Infringe the intellectual property or privacy rights of others.

The Services integrate with third parties such as storefront platforms (e.g., Wix) and payment processors (e.g., HandyPay/PowerTranz). Your use of those services is subject to their terms and policies. We are not responsible for the acts, omissions, availability, or settlement timing of third parties, and your relationship with them is independent of Adpay.

Pricing for the Services is described on our pricing page and in your selected plan. Plans may include a recurring subscription fee, a per-transaction fee, and/or a percentage of payment volume. Usage-based fees are calculated from approved, non-sandbox transaction volume for the applicable billing period.

Invoices are issued through our billing tools and are payable by the stated due date via the provided payment link. Fees are exclusive of taxes; you are responsible for any applicable taxes other than taxes on our net income. Except where required by law, fees are non-refundable. We may change pricing prospectively with reasonable notice.

If an invoice becomes past due, we may apply a grace period and send dunning reminders. Continued non-payment may result in suspension of entitlements (including the ability to accept payments) or termination. Reactivation may require settlement of outstanding balances.

Adpay and its licensors own all rights, title, and interest in the Services, including software, documentation, and branding. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with these Terms. You retain ownership of your data; you grant us the rights necessary to operate the Services and process your data as described in our Privacy Policy.

Our collection and use of personal information is described in our Privacy Policy. You are responsible for the lawfulness of data you submit and for providing any required notices and obtaining any required consents from your customers.

Certain features assist with bank compliance and onboarding documentation. These tools are provided for your convenience and do not constitute legal, financial, or compliance advice. You are responsible for the accuracy and completeness of information you submit and for meeting your own regulatory obligations.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADPAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to indemnify and hold harmless Adpay and its affiliates from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your use of the Services, your data, or your violation of these Terms or applicable law.

You may stop using the Services and delete your account at any time. We may suspend or terminate access if you breach these Terms, fail to pay fees, or create risk or legal exposure. Upon termination, your right to use the Services ends; provisions that by their nature should survive (including fees owed, IP, disclaimers, liability limits, and indemnities) will survive.

We may modify the Services or these Terms from time to time. For material changes to these Terms, we will update the "Last updated" date and provide notice where appropriate. Your continued use after changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws applicable to Adtelligent's principal place of business, without regard to conflict-of-laws rules. The parties will attempt to resolve disputes informally first; any unresolved dispute will be subject to the exclusive jurisdiction of the competent courts in that location, unless otherwise required by applicable law.

Questions about these Terms? Contact us at legal@adtelligent.com.