Terms of Service

Welcome to Kosipay. These Terms of Service ("Terms") govern your access to and use of the Kosipay website, mobile applications, and payment processing services (collectively, the "Services"). Please read these Terms carefully before accessing or using our Services. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

1. Acceptance of Terms

By accessing our website or using our Services, you agree to these Terms and any additional terms referenced herein. If you are using our Services on behalf of a business or other entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

2. Service Description

Kosipay provides payment processing services primarily for businesses in high-risk industries. Our Services may include, but are not limited to:

• Merchant account provision and management
• Payment gateway services
• Credit and debit card processing
• ACH processing
• Chargeback management
• Fraud prevention tools
• Customer support and related services

3. Eligibility and Account Registration

To use our Services, you must:

• Be at least 18 years of age
• Complete our application process
• Provide accurate and complete information
• Create a unique password and maintain its confidentiality
• Comply with all applicable laws and regulations
• Meet our underwriting criteria

You are responsible for all activity that occurs under your account, and you agree to notify us immediately of any unauthorized use or security breach. We reserve the right to refuse service, terminate accounts, or cancel transactions at our sole discretion.

4. Underwriting and Approval

Acceptance and use of our Services are subject to our underwriting process, which may include:

• Verification of your identity
• Credit checks
• Business legitimacy verification
• Industry risk assessment
• Review of processing history
• Other assessments as deemed necessary

We may require additional documentation or information during the application process or at any time during our business relationship. Approval decisions are made at our sole discretion.

5. Fees and Payments

You agree to pay all fees associated with our Services as outlined in your merchant agreement or other written agreement with us. Fees may include, but are not limited to:

• Account setup fees
• Monthly account maintenance fees
• Transaction processing fees
• Chargeback fees
• Minimum processing fees
• PCI compliance fees
• Early termination fees
• Other service-related fees

We reserve the right to change our fees with notice as provided in your merchant agreement. You authorize us to deduct any fees, fines, or other amounts due from your designated bank account or to offset such amounts against funds otherwise payable to you.

6. Reserves

We may require a reserve amount to be established and maintained as security for your obligations under these Terms and your merchant agreement. The reserve may be funded by withholding a percentage of your processing volume, by requiring a direct payment from you, or by any other means provided in your merchant agreement. The reserve amount, funding method, and duration will be specified in your merchant agreement or communicated to you separately.

7. Processing Requirements and Restrictions

You agree to comply with all processing requirements and restrictions, including:

• Visa, Mastercard, American Express, Discover, and other payment network rules and regulations
• Card-not-present transaction requirements
• Proper disclosure of terms, policies, and fees to your customers
• Maintaining clear return, refund, and cancellation policies
• Processing only for the business and products/services disclosed and approved during the application process
• Maintaining chargebacks and fraud below acceptable thresholds
• Complying with the Payment Card Industry Data Security Standard (PCI DSS)
• Adhering to industry-specific regulations and requirements

You are prohibited from:

• Processing for any business other than the one approved (no factoring or aggregating)
• Processing for prohibited products or services not disclosed during the application process
• Splitting transactions to avoid authorization requirements
• Processing fraudulent transactions or engaging in deceptive practices
• Using the Services in violation of any applicable law or regulation
• Storing cardholder data in non-compliant systems

8. Prohibited Business Activities

While we specialize in high-risk payment processing, certain business types and activities remain prohibited. You agree not to use our Services for businesses involved in:

• Illegal activities or products of any kind
• Counterfeit or unauthorized goods
• Securities, investments, or cryptocurrency offerings without proper licensing
• Ponzi or pyramid schemes
• Get-rich-quick schemes or opportunities
• Loan shark activities or predatory lending
• Money laundering or terrorist financing
• Any business activity not disclosed during your application process

We reserve the right to determine, in our sole discretion, whether a business activity is prohibited, even if not explicitly listed above.

9. Chargebacks and Disputes

You acknowledge that chargebacks and disputes are a common occurrence in payment processing, particularly in high-risk industries. You agree to:

• Respond promptly to all chargebacks and disputes
• Provide necessary documentation to contest invalid chargebacks
• Maintain chargeback rates below the thresholds established in your merchant agreement
• Implement recommended chargeback prevention measures
• Pay all applicable chargeback fees regardless of the outcome of the dispute

Excessive chargebacks may result in additional reserves, processing limitations, or termination of your account.

10. Security and Data Protection

You agree to:

• Comply with all applicable data protection and privacy laws
• Maintain PCI DSS compliance for your systems
• Implement reasonable security measures to protect customer information
• Notify us immediately of any security breach or data compromise
• Only use our Services in accordance with our security policies and procedures

We reserve the right to audit your compliance with security requirements or require certification of compliance.

11. Term and Termination

The term of these Terms begins upon your acceptance and continues until terminated as provided herein or in your merchant agreement. We may terminate or suspend your account and access to our Services:

• For any reason or no reason, at any time, with or without notice
• If you breach any term or condition of these Terms or your merchant agreement
• If you provide false, incomplete, or misleading information
• If your business engages in prohibited activities
• If you have excessive chargebacks or fraudulent activity
• If required by a payment network, regulatory authority, or by law

Upon termination, you remain liable for all outstanding fees, chargebacks, and other obligations incurred before or as a result of termination.

12. Representations and Warranties

You represent and warrant that:

• You have the legal authority to enter into these Terms
• Your use of our Services will comply with all applicable laws, regulations, and payment network rules
• All information provided to us is true, accurate, current, and complete
• You will not use our Services for any illegal purpose or prohibited business activity
• You own or have the right to use any intellectual property associated with your business
• Your products, services, and business practices comply with all applicable laws and regulations

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KOSIPAY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES.

UNDER NO CIRCUMSTANCES WILL KOSIPAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

KOSIPAY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL BE LIMITED TO THE AMOUNT YOU HAVE PAID TO KOSIPAY FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KOSIPAY AND YOU.

14. Indemnification

You agree to indemnify, defend and hold harmless Kosipay, its affiliates, officers, directors, employees, agents and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

• Your violation of these Terms
• Your violation of any applicable law, regulation, or payment network rule
• Your violation of any third-party right, including without limitation any right of privacy or intellectual property rights
• Your misuse of the Services
• Any products or services you sell using our Services
• Any chargebacks, fines, penalties, or other liabilities incurred by Kosipay in connection with your account

15. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such dispute shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

Notwithstanding the foregoing, Kosipay may seek injunctive or other equitable relief to protect its intellectual property rights or confidential information in any court of competent jurisdiction.

16. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

17. General Provisions

17.1 Entire Agreement

These Terms, together with your merchant agreement and any other legal notices and agreements published by Kosipay, constitute the entire agreement between you and Kosipay concerning the Services.

17.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

17.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kosipay.

17.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Kosipay's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null. Kosipay may freely assign or transfer these Terms without restriction.

17.5 Force Majeure

Kosipay shall not be liable for any failure or delay in performance of its obligations under these Terms arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

18. Contact Us

If you have any questions about these Terms, please contact us at: