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Last Updated: October 20, 2025 Effective Date: October 20, 2025 Version: 1.1.0 These Terms and Conditions (“Terms”, “Agreement”) govern your use of the Paygentic platform and services provided by Paygentic, Inc. (“Paygentic”, “we”, “us”, or “our”). By accessing or using the Paygentic platform, you (“Customer”, “you”, or “your”) agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.

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1. Definitions

“Platform” means Paygentic’s billing and payment infrastructure, including all APIs, dashboards, tools, and related services. “Services” means the pricing, billing, metering, payment facilitation, and related services provided by Paygentic through the Platform. “Merchant” means the Customer who uses Paygentic’s Platform to monetize their products, services, or APIs. “End User” or “Consumer” means the Merchant’s customers who purchase products or services through the Paygentic Platform. “Account Balance” or “Funds” means the monetary value held in customer accounts and accessed through the Platform. “Usage Data” means data related to the consumption, utilization, or performance of Merchant services by End Users. “Payment Processor” means third-party payment service providers integrated with the Platform to process payments.

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2. Nature of Services

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2.1 Platform Services

Paygentic provides a billing and payment infrastructure platform that enables Merchants to:
  • Configure and manage pricing models (usage-based, outcome-based, subscription, hybrid, revenue-share)
  • Track and meter usage data in real-time
  • Generate invoices and billing records
  • Facilitate payment collection
  • Access account management functionality
  • Access analytics and reporting tools

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2.2 Payment Services

Paygentic is a financial technology company, not a bank or money services business. Payment services are provided through licensed financial institutions and payment processors. Important: Customer funds are held by licensed third-party financial institutions, not by Paygentic. All payment transactions are subject to the terms and conditions of the applicable financial institutions and payment processors.

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3. Eligibility and Registration

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3.1 Eligibility

To use the Platform, you must:
  • Be at least 18 years of age
  • Have the legal capacity to enter into binding contracts
  • Not be located in a jurisdiction where use of the Services is prohibited
  • Comply with all applicable anti-money laundering (AML), counter-terrorism financing (CTF), and sanctions regulations

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3.2 Account Registration

  • You must provide accurate, current, and complete information during registration
  • You are responsible for maintaining the confidentiality of your account credentials
  • You must notify us immediately of any unauthorized access to your account
  • You may not transfer, sell, or share your account with any other party

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3.3 Business Verification

We reserve the right to verify your business information and may request additional documentation to confirm your identity and business operations.

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4. Merchant Responsibilities

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4.1 Service Delivery

As a Merchant, you are solely responsible for:
  • The quality, legality, and delivery of your products or services
  • All customer service, support, and dispute resolution with your End Users
  • Compliance with all applicable laws, regulations, and industry standards
  • Accuracy of pricing, product descriptions, and terms provided to End Users
  • Honoring refunds, returns, and cancellations in accordance with your policies

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4.2 Prohibited Activities

Merchants may not use the Platform to:
  • Sell or promote illegal goods, services, or activities
  • Engage in fraudulent, deceptive, or misleading practices
  • Violate intellectual property rights or privacy rights of others
  • Process payments for high-risk or prohibited industries
  • Engage in money laundering, terrorist financing, or sanctions violations
  • Sell or distribute content that is harmful to minors
  • Facilitate gambling, adult content, firearms, drugs, or other restricted items (except where legally permitted)

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4.3 Compliance

You must:
  • Comply with all applicable laws, including consumer protection, privacy, and data protection regulations
  • Maintain all necessary licenses, permits, and registrations for your business
  • Implement appropriate security measures to protect End User data
  • Provide clear terms of service and privacy policies to your End Users
  • Obtain all necessary consents from End Users for data collection and processing

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5. Fees and Payment Terms

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5.1 Platform Fees

Paygentic charges the following fees for use of the Platform: Billing Fees:
  • 0.7% of total billed revenue processed through Paygentic
Payment Processing Fees (when payments are processed through Paygentic-integrated payment services):
  • 1.5% of gross bank payment volume
  • 4.5% of gross card payment volume
Note: When payment processing fees apply, they include the 0.7% billing fee.

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5.2 Fee Changes

We reserve the right to modify our fee structure with thirty (30) days’ prior written notice. Continued use of the Platform after fee changes constitutes acceptance of the new fees.

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5.3 Payment Terms

  • Platform fees are deducted from your account balance or charged separately as agreed
  • Fees are non-refundable except as required by law
  • All fees are exclusive of taxes unless otherwise stated
  • You are responsible for all applicable taxes, duties, and government charges

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5.4 Billing Cycle

  • Fees may be charged in real-time, monthly, or as otherwise agreed
  • Invoices will be provided through your Platform dashboard
  • Payment is due upon receipt unless otherwise specified

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6. Accounts and Funds

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6.1 Account System

The Platform includes an account system where:
  • End Users can deposit funds into accounts to pay for Merchant services
  • Funds flow in real-time between accounts when transactions occur
  • Account balances represent actual monetary value
  • Paygentic provides the platform interface for account access and management
  • Accounts and funds are maintained by licensed financial institutions

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6.2 Depositing Funds

  • End Users deposit funds through payment methods available on the Platform
  • Paygentic does not directly hold customer funds
  • Paygentic does not store payment card details
  • Deposits are non-refundable except as required by law or as specified in Merchant policies
  • Minimum and maximum deposit amounts may apply

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6.3 Merchant Payouts

  • Merchants can withdraw funds from their account balance subject to minimum balance requirements
  • Payout methods and fees vary by payment method and jurisdiction
  • Holding periods or reserves may be imposed to manage risk and fraud prevention
  • Payouts are subject to successful completion of verification and compliance checks

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6.4 Account Balance Expiration

  • Funds held in accounts do not expire unless required by law or specified in advance
  • We reserve the right to implement inactivity fees or expiration policies with reasonable notice
  • Unclaimed funds may be subject to applicable escheatment or abandoned property laws

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7. Data Usage and Privacy

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7.1 Data Collection

We collect and process data necessary to provide the Services, including:
  • Account and business information
  • Transaction and usage data
  • End User information (as provided by Merchants)
  • Technical and device information

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7.2 Data Protection

  • We implement reasonable security measures to protect your data
  • Merchants are responsible for compliance with applicable data protection laws (GDPR, CCPA, etc.)
  • Merchants must have appropriate legal basis to share End User data with Paygentic
  • Our Privacy Policy provides additional details on data handling practices

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7.3 Data Usage

We may use aggregated, anonymized data to:
  • Improve and develop our Services
  • Conduct market research and analytics
  • Provide benchmarking and insights
  • Train AI models and algorithms

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7.4 Data Retention

We retain data as necessary to provide Services and comply with legal obligations. Data retention periods are specified in our Privacy Policy.

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8. Intellectual Property

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8.1 Paygentic IP

All rights, title, and interest in the Platform, including all software, APIs, documentation, trademarks, and intellectual property, remain the exclusive property of Paygentic.

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8.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your business purposes.

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8.3 Restrictions

You may not:
  • Reverse engineer, decompile, or disassemble the Platform
  • Remove or modify any proprietary notices
  • Create derivative works based on the Platform
  • Use the Platform to develop competing products or services
  • Access the Platform through automated means (except via authorized APIs)

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8.4 Merchant Content

You retain ownership of content you submit to the Platform. By using the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, display, and process your content as necessary to provide the Services.

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8.5 Feedback

Any feedback, suggestions, or ideas you provide about the Platform become the property of Paygentic and may be used without compensation or attribution.

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9. Service Level and Availability

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9.1 Uptime

We strive to maintain high availability of the Platform but do not guarantee uninterrupted access. We are not liable for downtime, delays, or service interruptions.

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9.2 Maintenance

We may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without notice.

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9.3 No Warranty

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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10. Limitation of Liability

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10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYGENTIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

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10.2 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF: (A) THE FEES PAID BY YOU TO PAYGENTIC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) $10,000 USD.

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10.3 Third-Party Services

We are not liable for any acts, omissions, errors, or failures of payment processors or other third-party services integrated with the Platform.

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10.4 Merchant Liability

You acknowledge and agree that as the seller of your products or services, you are liable for all obligations to End Users, including product quality, delivery, refunds, and customer disputes.

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11. Indemnification

You agree to indemnify, defend, and hold harmless Paygentic, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from or related to:
  • Your use of the Platform
  • Your violation of these Terms
  • Your violation of any rights of third parties
  • Your products, services, or business operations
  • End User disputes or claims
  • Your failure to comply with applicable laws

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12. Confidentiality

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12.1 Confidential Information

During your use of the Platform, you may receive confidential information about Paygentic’s business, technology, and services. You agree to:
  • Keep all confidential information strictly confidential
  • Use confidential information only as necessary to use the Services
  • Not disclose confidential information to third parties without prior written consent

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12.2 Exceptions

Confidentiality obligations do not apply to information that:
  • Is or becomes publicly available through no breach by you
  • Was rightfully known to you prior to disclosure
  • Is independently developed by you without use of confidential information
  • Is required to be disclosed by law or court order (with prompt notice to Paygentic)

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13. Compliance and Regulatory Requirements

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13.1 AML/CTF Compliance

You must comply with all applicable anti-money laundering (AML) and counter-terrorism financing (CTF) laws and regulations. We may request documentation and information to verify compliance.

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13.2 Sanctions

You represent that you are not located in, organized under the laws of, or owned or controlled by persons located in any country subject to comprehensive sanctions programs. You will not use the Services in violation of any sanctions laws.

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13.3 Know Your Customer (KYC)

We may require you to complete KYC verification before accessing certain features or processing certain transaction volumes.

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13.4 Tax Obligations

You are responsible for determining and remitting all applicable taxes related to your use of the Platform and sales to End Users. We may collect and remit taxes as required by law.

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14. Dispute Resolution

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14.1 Chargebacks and Disputes

  • Merchants are responsible for handling End User disputes and chargebacks
  • Paygentic may provide tools to assist with dispute management
  • You authorize Paygentic to debit your account for chargebacks and associated fees
  • You must maintain sufficient funds in your account to cover potential chargebacks

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14.2 Resolution Between Parties

In the event of a dispute between you and Paygentic, the parties agree to first attempt to resolve the matter through good faith negotiation.

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14.3 Arbitration

Any dispute that cannot be resolved through negotiation shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall take place in Delaware, USA.

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14.4 Class Action Waiver

You agree to resolve disputes on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration.

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15. Termination

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15.1 Termination by You

You may terminate your account at any time by providing thirty (30) days’ written notice. You remain liable for all fees and obligations incurred prior to termination.

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15.2 Termination by Paygentic

We may suspend or terminate your account immediately if:
  • You breach these Terms
  • You engage in fraudulent or illegal activities
  • Your account poses a risk to Paygentic or other users
  • Required by law or regulatory authorities
  • You fail to pay fees when due

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15.3 Effect of Termination

Upon termination:
  • Your access to the Platform will be revoked
  • You must pay all outstanding fees and obligations
  • We may retain data as required by law or legitimate business purposes
  • Provisions that by their nature should survive termination shall continue in effect

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15.4 Post-Termination

After termination, you may request export of your data within thirty (30) days. After this period, we may permanently delete your data.

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16. Modifications to Terms

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16.1 Right to Modify

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or Platform notification at least thirty (30) days before taking effect.

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16.2 Acceptance of Changes

Your continued use of the Platform after changes take effect constitutes acceptance of the modified Terms. If you do not agree with the changes, you must terminate your account.

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17. General Provisions

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17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles.

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17.2 Jurisdiction

You agree to submit to the exclusive jurisdiction of courts located in the State of Delaware for resolution of any disputes (except matters subject to arbitration).

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17.3 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and Paygentic regarding the Services.

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17.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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17.5 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

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17.6 Assignment

  • You may not assign or transfer these Terms without our prior written consent.
  • We may assign these Terms without restriction.

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17.7 Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

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17.8 Relationship of Parties

The parties are independent contractors. These Terms do not create an employment, agency, or joint venture relationship.

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17.9 Notices

All notices must be in writing and delivered to: Paygentic, Inc. 2443 Fillmore St #380-3755 San Francisco, CA 94115, USA Email: support@paygentic.io Notices shall be deemed received upon successful transmission or delivery confirmation.

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17.10 Language

These Terms are provided in English. Any translations are for convenience only, and the English version shall prevail in case of conflict.

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18. Contact Information

For questions about these Terms, please contact us at: Email: support@paygentic.io Website: www.paygentic.io Address: 2443 Fillmore St #380-3755, San Francisco, CA 94115, USA

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19. Acknowledgment

By using the Paygentic Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.