Version 1.0
Effectivity Date: November, 8, 2023

Thank you for choosing PayRex to help you bring your business online!

These Terms and Conditions (the “Terms”) outline your rights and obligations relating to your use of our services, website, and our payment facilitation services (as defined below), as well as any other related products and services, including our APIs and API documentation (collectively, the “Service”). All references to “we”, “us”, “our”, or “Payrex” refer to Evolut10n Labs, Inc., a corporation organized under the laws of the Philippines, doing business under the brand “PayRex.”. All references to “you”, “your”, or “user” relate to the person or entity who registered an account on Payrex (an “Account”) to use or access the Services. These Terms should be read together with our, Privacy Policy, Prohibited and Restricted Business List, and Third Party Provider List, which all form part of these Terms.

By creating an Account and/or using the Service, you represent and agree that you have read, understand, and agree to be bound by both these Terms and our Privacy Policy as binding agreements. Further, you agree that these Terms and our Privacy Policy apply to your past use, if any, of the Service prior to the Effective Date.

We will be happy to answer any questions or clarifications you may have about the overall Terms, please reach out to us through our support channels.

I. General Terms

A. What PayRex Does For Your Business

We provide you with the software and connectivity to allow real-time secure data transmission for processing debit cards, credit cards and certain other available payment methods (each, a “Payment Method”) provided by a Payment Method provider (each, a “Payment Method Provider”) on your website or application (the “Payment Facilitation Services”) that allows customers (your “Customers”) to purchase your goods and services. Other Payment Methods may include e-wallets (including but not limited to GCash, and others.) Payment Method Providers include Visa, Mastercard, JCB, Diners Club, and others that may be added in the future. Your use of a Payment Method is subject to separate terms set by the issuing bank or e-wallet provider used by your customers. Please note that you are expected to comply with the same as well as the corresponding liability contained therein. We may add or remove Payment Method Providers and Acquirers (as defined below) at any time.

Subject to these Terms, users that create an Account through the Services and complete our verification requirements, as detailed below, will be able to use the Payment Facilitation Services. The Services also include software, APIs and any other technology as described on our website.

B. Users Who May Avail of Our Services

Only natural persons aged 18 years old and above are permitted to use our Services. By creating an Account and using the Service, you represent and warrant that you are of legal age or at least 18 years old and can validly transact on your own behalf. If we learn or have reason to suspect that a user is under 18 years of age, we will immediately revoke the user’s access to the Service and delete any personally identifiable information submitted by that user. Further, you represent and warrant that your use of the Service does not and will not conflict with any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms.

C. Your Account and Your Information
(i) A User Account is Needed to Avail of the Services

To access our Payment Facilitation Services, you must register for an Account using your first and last name, e-mail address, and the name of your business and you agree to our use of such information. You must provide accurate, current, and complete information during the registration process and agree to update such information as the need arises. We reserve the right to suspend or terminate your Account in accordance with these Terms if we determine that any information provided by you is inaccurate or incomplete.

As part of the registration process, you will also be asked to create a password and indicate your Store or Business Name (this will be part of the URL that you create and share with your Customers.) Your Business or Store Name, and/or the URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, the Business or Store Name must be recognizable to your Customers and must accurately describe your business or activities

By registering for an Account on behalf of an entity, you represent and warrant that you have authority to (i) accept these Terms on behalf of and bind such entity, and (ii) provide information on behalf of such entity. We may require you to provide additional information or documentation demonstrating such authority to bind the entity.

You may not register or attempt to register for an Account on behalf of a user of PayRex whose Account was previously terminated and is otherwise barred from further use of the Services.

(ii) You Are Responsible For Keeping Your Account Safe

Should an unauthorized third party use your information to access the Service, you should immediately notify us. You agree that we will not be liable for any loss or harm that you incur if someone else uses your information to access the Service, either with or without your consent or knowledge, and that you will be solely responsible for such use, whether or not you authorized the use. You are responsible for safeguarding your Account information, including your password. You agree not to disclose your password to, or share your Account with, any third party. You are solely responsible for maintaining and protecting your username and password.

In case of an occurrence of an account data compromise event, you will be accountable for any costs for the conduct of a forensic investigation, if one is deemed by us to be necessary.

(iii) Keeping Your Account Information Up to Date

You agree to keep the information in your Account current. You must promptly update your Account with any changes affecting you, including but not limited to the nature of your business activities (change in items or goods sold or services provided), business or company trade name changes), beneficial owners, principals, changes to the legal entity that operates your business (for example, if you incorporate an entity), "doing business as" (DBA) names used, or any other pertinent information regarding the goods and services you provide. If a review by us shows that there is a material change in the above-mentioned details and you fail to notify us of the same, we may suspend your Account or terminate this Agreement.

(iv) Your Application Must Pass our Know Your Customer (KYC) screening

As a provider of payment facilitation services, we are required to comply with regulations of the Bangko Sentral ng Pilipinas, including anti-money laundering laws. We are required to obtain information about and verify the identity of our users. All applications must pass the KYC screening prior to activation.

We will request that you provide certain information to us about you after you create your Account. This information will be used by us for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes. You agree that all such information provided by you will be complete and accurate, that you will keep us updated if any of the information you provided changes, and that we may keep a record of such information consistent with our internal policies.

In addition to collecting information from you, we are required to take reasonable steps to verify your identity, including the details you provided regarding your business. You authorize us to take any and all actions that we reasonably deem necessary to verify your identity or protect you and/or us against fraud or other financial crime. These may include, but are not limited to, engaging third-party services to assist with such verification efforts, sharing your information with such third parties, and collecting additional information about you as a result of the verification. Any such third party to whom we disclose or transfer information about you for the above purpose is contractually required to comply with confidentiality standards and establish adequate safeguards for data privacy, undertake to respect any user’s right to privacy and comply with applicable laws. We also require that said third parties use information shared with them only for the above purposes and follow our reasonable directions with respect to this information.

Until you have submitted all required information, and subject to our review and approval, your Account will be available to you on a testing basis only (i.e. you cannot process live Transactions), and we may terminate it at any time and for any reason.

(v) Your Information will be Shared with Payment Method Providers and Acquirers

Throughout the term of this Agreement, we may share information about your Account with Payment Method Providers and Acquirers in order to verify your eligibility to use the Payment Facilitation Services, establish any necessary accounts or credit with Payment Method Providers and Acquirers, monitor Charges and other activity, and conduct risk management and compliance reviews. We may also share your personally identifiable information with Payment Method Providers and Acquirers for the purpose of facilitating our compliance, and that of Payment Method Providers, and the Acquirers with applicable laws, regulations, and internal guidelines of our Third Party Partners (“Third-Party Rules”). Any Payment Method Provider or Acquirer to whom we disclose information about your Account is contractually required to comply with confidentiality standards and establish adequate safeguards for data privacy, undertake to respect any user’s right to privacy and comply with applicable laws. We also require that these Payment Method Providers or Acquirers use information shared with them only for the above purposes and follow our reasonable directions with respect to this information.

(vi) Additional Verification

In addition to the above, at any time during your use of the Services, we will require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify your identity, and assess the risk associated with your business. This additional information may include contact numbers, office email or physical addresses for you and your business, your business’s tax identification number, business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. We may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in the disapproval of your application, or suspension or termination of your activated Account.

II. Our Technology

A. Payment Facilitation Services

The Payment Facilitation Services allows your business to accept Payment Methods from your Customers to pay for your goods or services. In order to provide you with access to the Payment Methods and Payment Processing Services, we work with Payment Method Providers, Acquirers and other third parties. Below please find a list of defined terms used throughout this Agreement:

  • Acquirer means a financial institution that is authorized by a Payment Method Provider to accept Charges on behalf of the Payment Method Provider;
  • Charge means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction;
  • Chargeback means an instruction initiated by a Customer for the return of funds for an existing Charge;
  • Payout means the amount due to you from your Transactions minus our Fees and any Fines, Refunds, Chargebacks, Reversals, setoffs, recoupments or any other amounts due to us;
  • Refund means a refund issued by you through the Payment Processing Services;
  • Reserve means an amount or percentage of your Payouts that PayRex holds in order to protect against the risk of Reversals, Chargebacks, or any other risk, exposure and/or potential liability to us related to your use of the Payment Processing Services; and
  • Reversal means an instruction initiated by a Payment Method Provider, an Acquirer, or PayRex to return funds for an existing Charge.
(i) Using Our Payment Facilitation Services

Our Payment Facilitation Services are available to support a purchase, sale, donation, order, or other transaction (each a “Transaction”) with your Customers for your business or operations registered within the territory of the Philippines (“Area of Use”). You may not use the Services to send money to others, to conduct any personal transactions, or for any other purposes prohibited by this Agreement. You represent and warrant to us that each Transaction that you process using the Services is solely in payment for your provision or sale of bona fide goods or services (including donations to duly registered charitable or non-governmental organizations) to your Customers. In the course of your use of the Services, we may require changes to your website that are necessary to ensure your compliance with Card Network and/or Acquirer rules.

(ii) Prohibited and Restricted Business Activities

You must use the Services in a lawful manner, and must obey all laws, rules, and regulations applicable to your use of the Services and to Transactions. You may not use the Services to enable any person (including you) to benefit from any activities identified by us, our Acquirers, or the Card Networks as a Prohibited or Restricted business or activity. Prohibited or Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Prohibited or Restricted Businesses shall also include, but not be limited to, any party participating in:

  • Any activities that violate these Terms and Conditions, any Third-Party Rules, or any other agreement that you have entered into with us or any of our agents in connection with the Services;
  • Any activities that violate applicable law;
  • Investment and credit services;
  • Money and legal services, including money transmitters and money services businesses, check cashing businesses, currency exchanges or dealers, bill-pay services, crowdfunding, insurance, bail bonds, collections agencies, law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm;
  • Gambling, including internet gambling, lotteries, bidding fee auctions, sports betting, internet gaming, contests, sweepstakes, games of chance including legal or illegal forms of gambling;
  • Adult services, including pornography and other obscene materials (including literature, imagery and other media) depicting nudity or explicitly sexual acts, sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features, sexually oriented items (for example, adult toys), adult video stores and sexually oriented massage parlors, gentleman’s clubs, topless bars, and strip clubs, sexually oriented dating services;
  • Illegal drugs or drug paraphernalia;
  • Infringement of Intellectual property or proprietary rights; counterfeit or unauthorized goods;
  • The sale of illegal products or services;
  • Unfair, predatory, or deceptive practices, including pyramid or “get-rich-quick” schemes; and
  • Any products or services that are otherwise restricted by third parties we work with in providing you with the Service, including but not limited to Payment Method Providers.

Please review the list of Prohibited and Restricted Businesses thoroughly before registering for and opening an Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the said list at any time.

Our Fraud and Risk Team regularly conducts monitoring activities of transactions that are facilitated using our Services. Should we find that you are covertly using the Service for any of these Prohibited or Restricted activities, your Account will be immediately suspended or terminated.

(iii) Reversals, Refunds, and Chargebacks

You can only submit Charges using the Payment Facilitation Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct us, our affiliates, the Payment Method Providers and Acquirers to receive and settle any amounts due to you from your Transactions through the Payment Facilitation Services. You may not grant or assign any interest in the amounts due to you from your Transactions to any third party until such time as such amounts are deposited into your Bank Account. You appoint us as your agent for the limited purpose of directing, receiving, holding and settling such amounts. You agree that our receipt of such amounts satisfies the relevant end-customer’s obligations to make payments to you. We will promptly update your Account balance to reflect any such amounts that we receive on your behalf.

You understand that even authorized Transactions may be subject to a Chargeback, Reversal, or Refund Request in accordance with the rules of the Issuing Bank and/or Card Network of your Customer. We are not responsible for or liable to you for authorized and completed Charges that are later the subject of a Chargeback, Refund, or Reversal, are submitted without authorization or in error, or violate any applicable laws or regulations.

You are immediately responsible to us for all Chargebacks, Refunds, Reversals, or Fines regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your Account balance to become negative; (ii) you are the subject of bankruptcy proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction).

Our platform is not a bank and we do not accept deposits, provide loans or extend credit. If you accept payment for products or services not immediately deliverable to the Customer, we may, in our sole discretion, initiate a Reversal. Reversals may also result from (i) invalidation of a charge by a Payment Method Provider or an Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of this Agreement, Third-Party Rules, and/or applicable laws and regulations.

Please note that Payment Method Providers and/or Acquirers may also initiate Reversals.

Once you are notified by us that any of your Transactions are subject to a Chargeback Request filed by your Customer/s, you will be able to challenge the same by submitting evidence to us. We may request additional information to provide to Payment Method Providers and Acquirers to assist you in contesting the Chargeback, but we cannot guarantee that your challenge will be successful.

Payment Method Providers and Acquirers may deny your challenge for any reason they deem appropriate. Please note that Chargeback Requests are not decided by us, we merely assist you with submitting your documents, receipts, or invoices to challenge the same. You may not submit a new Charge which duplicates a Transaction that is subject to a Chargeback.

You are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. We do not provide insurance against losses caused by fraud under any circumstances.

(iv) Technical Support We Provide

We will provide you with support in the event you have general issues relating to your Account or your use of the Payment Facilitation Services through our general support channels.

(v) Fees and Penalties

We will provide the Payment Facilitation Services to you at the rates and for the fees (the “Fees”) described on our website. These Fees are subject to change at any time, and we will provide you with no less than 30 days advance notice of any such change.

In addition to the Fees, you are also responsible for any penalties or fines imposed on you in relation to your Account by us or any Payment Method Provider or Payment Method Acquirer resulting from your use of Payment Facilitation Services in a manner not permitted by this Agreement or a Payment Method Provider’s Third-Party Rules.

(vi) Taxes

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You shall pay, indemnify, and hold us harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on our income, and (ii) all government permit fees, customs fees and similar fees which we may incur with respect to this Agreement. Such taxes, fees and duties paid by you shall not be considered a part of, a deduction from, or an offset against, payments due to us.

Additionally, you understand that we may be required to provide documents to the Bureau of Internal Revenue in relation to certain Transactions processed using the Services.

(vii) Settlement of Accounts

Subject to the terms of this Agreement, we will remit to the bank or other financial institution account that you designate (your “Bank Account”), all amounts due to you from your Transactions, minus any Fees, Fines, Reversals, Chargebacks, Refunds, setoffs, recoupments or other amounts that you owe to us under this Agreement. You affirm that you are authorized to initiate settlements to your designated Bank Account, and that your Bank Account is owned by you. If you update your Bank Account, then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.

For corporate entities, we will require the issuance of a notarized Secretary’s Certificate as proof of authorization of the nominated bank account. For your protection, we will require the issuance of another Secretary’s Certificate to document any changes in your nominated bank account.

If the Payout is not sufficient to cover the amounts due, without limiting our other rights and remedies (all of which are cumulative), you agree that we may set-off the applicable amounts against future Payouts.

We may require a holding period before making an initial settlement to your nominated Bank Account.

Your Payout Schedule will be specified on your Dashboard. It is possible for our Payment Method Provider, an Acquirer, or the financial institution holding your Bank Account may delay settlement for any reason (and thus delay your Payout Schedule), and we are not responsible for any harm suffered by you stemming from such delay. We are not responsible for any action taken by the institution holding your Bank Account to not credit your Bank Account or to otherwise not make funds available to you at the exact time you expect.

We reserve the right to suspend your payouts. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Chargebacks, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by applicable law or court order. We have the right to withhold settlement to your Bank Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.

(viii) Reserves

PayRex, in its sole discretion, may place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business. If we place a reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that we may determine. We may also change the terms of the Reserve at any time by providing you with notice of the new terms.

We may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any pending settlements, Chargebacks and other adjustments.

(ix) Security Interest

As security for the payment and performance of all of your now existing or hereinafter arising or incurred obligations under this Agreement or any other obligation to us, you agree grant to a lien on, and security interest in and to, all your now existing or hereafter right, title and/or interest in, to or under this Agreement, the Reserve, all funds held in Reserve, all Reserves at any time established in accordance with this Agreement, and all proceeds of any of the foregoing, in our favor. You agree to duly execute and deliver to us documents as may be required to perfect and otherwise give effect to the lien and security interest granted to us under this Agreement.

(x) Dormancy and Non-Use of Your Account

If you leave any funds dormant in your Account for a period of ten (10) years and you do not give us instructions where to send them, we may be required by applicable law to deem the funds to be abandoned by you, and to deliver them to the Philippine government. To the extent required by applicable law, we will attempt to provide you with notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property.

Should there be no activity in your Account for at least six (6) months, we will deactivate your Account. You may reach out to us in case you are interested to reactivate the Account, after which we will conduct another verification procedure. You will also be asked to update your Account for material information before you are allowed to use the Services again after a deactivation.

Should your Account be deactivated twice due to non-use, it cannot be revived again.

xi. Suspension or Refusal of Transactions

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with us; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, us, or our Third Parties to risks determined to be unacceptable. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Account, your Customers, and Transactions made through your use of the Payment Facilitation Services.

B. Your Customers

You may only use our Payment Facilitation Services to conduct legitimate Transactions with your legitimate Customers. You are responsible for your relationship with your Customers. We are not responsible for the products or services you publicize or sell, or that your Customers purchase using the Payment Facilitation Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You understand and affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.

Although we provide you with our Payment Facilitation Services, we have no way of knowing if any Transaction is accurate or complete, or normal for your business in particular or your type of business. Only you are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

You maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Facilitation Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. 

Customers must understand the purpose, amount, and conditions of Charges you submit through the Payment Facilitation Services. When using the Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that we and our affiliates process Transactions (including payment Transactions) for you. You also agree to maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.

You hereby agree to undertake, and you acknowledge and understand that it is your sole responsibility, to (1) obtain your Customers’ consent to these Terms and Conditions, including the Privacy Policy and (2) provide all notices and obtain all consent necessary for our use of Customer Data.

C. Application Programming Interface (API)

We will provide you access to our Application Programming Interface (“APIs”) that you will use to access the Payment Facilitation Services. You may use the APIs solely as described in the API documentation or as otherwise communicated to you by us. We may update the APIs and API documentation from time to time, and may add or remove functionality. To the extent possible, we will communicate to you any changes in functionality.

You will be provided with API keys, and you can manage these keys from the Dashboard. Public keys are meant to be used for transactions that are accessed through public channels (e.g. generating tokens for credit card numbers from your web application), and secret keys are for transactions that are done internally in your systems (e.g. creating an actual charge). You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We will provide more details on proper use of public and secret API keys in the API documentation.

Should you choose to integrate our API into your website, you will be solely responsible for its integration. You are also solely responsible for making sure that your website is compliant with the current requirements of the Payment Card Industry Data Security Standard.

D. Our Intellectual Property & Licenses
(i) Ownership of Our IP

We own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API and API documentation, Services (including all files and content), and the Dashboard (collectively, “Our IP”) or any copies thereof. Our IP is protected by copyright, trade secret, trademark, patent, and other intellectual property laws, and all rights in Our IP not expressly granted to you in this Agreement are reserved. To be clear, other than the express licenses granted by this Agreement, we grant no right or license by implication, estoppel or otherwise to Our IP. You may not sell, redistribute, download, export, or reproduce Our IP in any way. You also may not decompile, reverse-engineer, disassemble, or otherwise convert Our IP without our permission.

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that we have no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you. You also agree that we do not waive any rights to use similar or related Ideas previously known to us, developed by our employees or contractors, or obtained from other sources.

(ii) Software License

When you use the Services, we grant you a revocable, non-exclusive, and non-transferable limited license to access and/or use our APIs, developer’s toolkit, and other software in accordance with the accompanying API documentation for purposes of using the Payment Facilitation Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Services. If you do not comply with these Terms, the API documentation, and any other requirements provided by us, you will be liable for all resulting damages suffered by you, us and third parties. Upon expiration or termination of this Agreement, you will immediately cease all use of the Service, including the API and the Payment Facilitation Services.

(iii) Trademark License

Additionally, we grant you a revocable, non-exclusive, non-transferable license to use our trademarks (the “Trademarks”) solely in conjunction with the use of Services. You may only use the Trademarks on the portion of your website or application that directly relates to the Payment Facilitation Services, such as on a checkout page utilizing our Payment Facilitation Services. All Trademarks should directly link to our homepage. We may, in the future, provide you with additional guidelines governing your use of the Trademarks.

You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Payrex (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). You may not use the Trademarks to imply endorsement by PayRex of your products or services, or in a manner that causes customer confusion. You may not misrepresent your relationship with Payrex, or use the Trademarks in any manner that is misleading or damaging to PayRex, in our sole discretion. In addition to any other right that we may have to enforce the terms of this Agreement, you must promptly comply with any request that we make for you to cease the use of the Trademarks that we determine is non-compliant with this paragraph. Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.

As part of this Agreement, we do not make any representations regarding your use of the Trademarks. We disclaim all warranties, express and implied, including any warranties of non-infringement.

III. Data Usage, Privacy, and Security

A. Customer Data

In order for your Customers to process a Transaction through the Payment Facilitation Services, they will be required to provide you, through your ecommerce website or application, with certain personally identifiable information, which, in turn, you provide to us through your use of the Services. This information may include, but is not limited to:

  • Full first and last name;
  • Residential and/or billing address;
  • Financial information, including but not limited to credit or debit card numbers or bank account information;
  • Email address; and,
  • Contact number (mobile or landline)

Additionally, Payrex will automatically collect information from Customers and their devices and browsers, including:

  • Device information, such as a unique device identifier; and,
  • Location information, such as IP address or geo-location.

All Customer Data shall be owned by you and you hereby grant Payrex a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with applicable law; and (iv) any other purpose for which consent has been provided by the Customer. 

You agree to undertake, and you acknowledge and understand that it is your sole responsibility to provide all notices to and obtain all consent from Customers necessary for our use of Customer Data as set out above.

For the purposes of this Agreement, “Customer Data” means the personal data that (i) the Customer provides to you and you pass on to Payrex through your use of the Payment Facilitation Services and (ii) Payrex collects from the Customer’s device and browser through your use of the Services.

(i) Publicity

You hereby grant Payrex permission to use your name and logo in our marketing materials including, but not limited to use on our website, in customer listings, in interviews and in press releases.

(ii) Information We Make Available to You

We may provide you with updated information about the Service. Our intention in doing so is to be helpful and to make the Service more useful to you. However, you agree that all information and suggestions that we provide to you through the Service is strictly for informational purposes and shall not be construed or relied upon in any way, and specifically shall not be construed or relied upon as professional advice of any kind. You agree that, to the fullest extent permitted by law, and as detailed below in the “Limitation of Liability” section of these Terms, we will not incur any liability at all whatsoever in the event that your reliance on any information provided by us results in harm or damage to you or your property.

(iii) Information You Provide to Us

By providing information and content to us, you grant us the right to use the same for the purposes described in these Terms and our Privacy Policy. Further, by providing us with information and content through the Service, you represent and warrant that you own, or have the full legal authority to distribute, all information that you provide on the Service.

In addition, we should not be relied upon as a means to store your data or information and we assume no responsibility for such activities.

IV. Use of the Service

A. Inappropriate and Illegal Content Prohibited

You agree not to transmit any inappropriate content on the Service including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services. We may remove such content from our servers, and we may suspend or revoke your access to the Service, and we reserve the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.

B. Notice and Procedure for Making Claims of Copyright or Trademark Infringement

If you believe that your work has been copied in a way that constitutes copyright and/or trademark infringement, please provide a notice (a “DMCA Notice”) with the following information to our Copyright Agent:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest;
  2. A detailed description of the copyright work or trademark that you claim has been infringed;
  3. A description of precisely where the material that you claim is being infringed is located on the Service;
  4. Your address, telephone number, and email address;
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent or the law; and
  6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner's behalf.

Our Copyright and Trademark Agent for DMCA Notices is:

  1. PayRex
  2. ATTN: DMCA Agent
  3. Address Line 1
  4. Address Line 2
  5. E-Mail: 

We may give notice to our users by means of a general notice on our Service, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated Copyright and Trademark Agent. To be effective, the counter-notification must be a written communication that includes the following:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access had been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake to misidentification of the material to be removed or disabled; and
  4. Your name, physical address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which PayRex may be found, and that you will accept service or process from the person who provided notification of alleged infringing material or an agent of such person.

PayRex may terminate Accounts that have been the subject of five (5) separate DMCA notices. In the event a user's materials are removed due to a DMCA Notice and then subsequently restored due to the filing of a counter-notification, Payrex will treat the underlying DMCA Notice as withdrawn. We reserve the right to terminate Accounts that are the subject of fewer than five (5) DMCA Notices in appropriate circumstances - such as where the user has a history of violating or willfully disregarding these Terms.

C. Your Use of Others' Intellectual Property

Although you may provide information and content to Payrex as part of your use of the Service, you agree to be respectful of others’ intellectual property rights. You may not upload, transmit, or otherwise distribute any information or content in violation of intellectual property laws or proprietary rights of any third parties. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third-party rights caused by any information that is generated or submitted through your use of the Service. We take claims of intellectual property infringement seriously. As such, we reserve the right to suspend and/or revoke access to the Service for any user who is found to have infringed on the intellectual property rights of third parties, or us, or otherwise is found to have violated any intellectual property laws.

D. Third Party Sites and Services

Our Service is integrated with services provided by third parties as part of the functionality of the Service. We have no control over third parties and make no guarantees about, and assume no responsibility for, the information or services provided by third parties. You agree to abide by the terms, conditions, and standards of our Third Party Service Providers, and it is your responsibility to be updated on any changes therein.

Additionally, we may provide links to third-party websites and businesses and otherwise may provide information on the Service. You acknowledge and agree that we are not responsible for the accuracy, content, or functionality of services or information provided on or by such third-party websites or businesses or through such information on the Service, and we do not endorse, nor assume any liability related to your use of, such websites, businesses or information in any way. Nothing on the Service shall be considered an endorsement, representation, or warranty of anything posted by other users on the Service.

For merchants availing of Buy Now Pay Later payment schemes offered by our third party partners, you are entirely responsible for understanding the terms and conditions surrounding the said service, including all fees, rates, and liabilities. Our partners may also ask you to sign additional agreements, consent forms or submit more documentation in order to avail of the product or service that they provide.

E. Termination of Your Use of the Service

At any time, you may discontinue your use of the Service. Please visit our Privacy Policy to understand how we treat your information when you discontinue your use of the Service. As a BSP supervised entity, we are required to retain your information for five (5) years even if you discontinue using the Services, or if you have your Account deactivated or closed. 

We reserve the right to take action to limit or prevent your access to our Service, if we, in our sole discretion, deem that such action is necessary based on: your use of the Service in a way that would potentially expose us to liability; disruption of the Service by you to others; your violation of these Terms or our Privacy Policy; your violation of any applicable laws, rules, regulations, and agreements that may apply to you; and your use of the Service in a way that could cause harm to any person.

Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all Trademarks from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you subject to these Terms.

After termination by either party, you shall no longer have access to, and shall cease all use of the Services. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or any other financial obligation incurred by you or through your use of the Services prior to or after termination. In addition, all licenses granted to you by PayRex under this Agreement will end.

Should your account with us be terminated for fraud, excessive chargebacks or other breaches of our Terms of Use, you understand and agree that we will submit the relevant details to our Acquirer for inclusion in their terminated merchant file.

F. Proper Use of the Service

You shall not violate or attempt to violate any security features of the Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities; (d) resell the Services or permit third parties to use the Services without our prior written consent; (e) make unauthorized copies of any content in the Services; and (f) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service.