Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Up1Pay LLC ("Up1Pay," "we," "us," or "our"), a Michigan limited liability company with its principal place of business at 17140 Clinton River Road, Clinton Township, MI 48038.

By accessing our website, registering for an account, or using any of our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

2. Description of Services

Up1Pay provides commerce services for e-commerce merchants, which include but are not limited to:

• Payment Processing: Accepting and processing payments from your customers across multiple payment methods and currencies.
• Tax Management: Calculating, collecting, and remitting applicable sales taxes, VAT, GST, and other indirect taxes in the jurisdictions where your customers are located.
• Compliance Tools: Providing tools and features to help merchants stay compliant with payment processor requirements, data protection, and consumer protection standards.
• Fraud Prevention: Monitoring and mitigating fraudulent transactions through our AI-powered fraud detection systems.
• Billing and Invoicing: Managing subscriptions, recurring billing, and professional invoice generation.
• Customer Management: Handling customer-facing payment interactions, refunds, chargebacks, and disputes.
• Analytics and Reporting: Providing real-time dashboards, transaction reports, and business insights.

Up1Pay is a payment orchestration platform that routes, optimizes, and manages payment operations for e-commerce businesses through a unified API and dashboard.

3. Account Registration

3.1 Eligibility

To use our services, you must:

• Be at least 18 years of age
• Have the legal authority to enter into binding contracts
• Provide accurate and complete registration information
• Comply with all applicable laws and regulations
• Not be located in a sanctioned country or be a sanctioned person

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify Up1Pay of any unauthorized use of your account.

3.3 Verification

We may require identity verification, business documentation, and other information as part of our Know Your Customer (KYC) and Anti-Money Laundering (AML) compliance obligations. You agree to provide such information promptly and accurately.

4. Fees and Payment

4.1 Service Fees

Fees for our services are outlined in your individual service agreement or as communicated during the onboarding process. Fees may include:

• Transaction processing fees (percentage and/or fixed per transaction)
• Currency conversion fees
• Chargeback handling fees
• Monthly platform fees (if applicable)
• Additional service fees as specified in your agreement

4.2 Revenue Disbursement

We will disburse your net revenue according to the schedule specified in your service agreement, less applicable fees, refunds, chargebacks, and reserves. Disbursement schedules and methods may vary based on your account level and risk profile.

4.3 Reserves

We may hold a reserve from your disbursements to cover potential chargebacks, refunds, or other liabilities. Reserve terms will be communicated to you and may be adjusted based on risk assessment.

4.4 Fee Changes

We reserve the right to modify our fees with 30 days' prior written notice. Continued use of our services after fee changes take effect constitutes acceptance of the new fees.

5. Prohibited Activities

You agree not to use our services for:

• Any illegal, fraudulent, or deceptive activities
• Sale of prohibited goods or services (including but not limited to illegal drugs, weapons, counterfeit goods, child exploitation material)
• Money laundering or terrorist financing
• Violations of intellectual property rights
• Multi-level marketing or pyramid schemes
• Any activity that violates applicable laws or regulations
• Sale of goods or services in sanctioned jurisdictions without proper licensing
• Any activity that could damage, disable, or impair our services or infrastructure

We reserve the right to suspend or terminate your account immediately if we determine, in our sole discretion, that you have engaged in prohibited activities.

6. Intellectual Property

All content, trademarks, logos, software, and materials on our website and platform are owned by Up1Pay LLC or its licensors and are protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works based on our intellectual property without our prior written consent.

You grant Up1Pay a non-exclusive, worldwide, royalty-free license to use your company name, logo, and trademarks solely for the purpose of providing our services and, with your consent, for marketing purposes.

7. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws. By using our services, you acknowledge and agree to the data processing practices described in our Privacy Policy.

You represent and warrant that you have obtained all necessary consents from your customers for us to process their personal data as part of our services.

8. Chargebacks and Disputes

We manage chargeback and dispute processes. However:

• You must provide timely and accurate information to support dispute resolution
• Chargeback fees may apply regardless of the dispute outcome
• Excessive chargeback rates may result in additional fees, reserves, or account suspension
• You are responsible for fulfilling orders and providing the goods or services as described to customers

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• UP1PAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.
• UP1PAY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO UP1PAY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• UP1PAY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, NATURAL DISASTERS, WARS, TERRORISM, EPIDEMICS, GOVERNMENT ACTIONS, OR FAILURES OF THIRD-PARTY SERVICES.

10. Indemnification

You agree to indemnify, defend, and hold harmless Up1Pay LLC, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of our services
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your products or services sold through our platform
• Any dispute between you and your customers

11. Term and Termination

11.1 Term

These Terms remain in effect as long as you maintain an account with Up1Pay or use our services.

11.2 Termination by You

You may terminate your account at any time by providing 30 days' written notice to Up1Pay. You remain responsible for all fees and obligations incurred prior to termination.

11.3 Termination by Up1Pay

We may suspend or terminate your account at any time, with or without cause, upon written notice. We may terminate immediately without notice if you breach these Terms or engage in prohibited activities.

11.4 Effect of Termination

Upon termination: (a) your access to the platform will be revoked; (b) any outstanding disbursements will be processed according to the regular schedule, less applicable fees, reserves, and chargebacks; (c) we may retain reserves for up to 180 days following termination to cover potential chargebacks and refunds.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Any disputes arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Macomb County, Michigan. Each party shall bear its own costs and attorneys' fees.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes via email or through our platform. Continued use of our services after changes take effect constitutes acceptance of the modified Terms.

14. Miscellaneous

• Entire Agreement: These Terms, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between you and Up1Pay.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms at any time without notice.
• Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

15. Contact Information

For questions about these Terms of Service, please contact us at: