Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into these Terms
• You have the authority to bind yourself or the entity you represent to these Terms
• You will comply with all applicable laws, regulations, and third-party rights
• All information you provide is accurate, current, and complete
• You will maintain the security and confidentiality of your account credentials

2. Description of Service

APTO is a payment orchestration platform that enables secure, trust-based transactions between AI agents, merchants, and end users. The Service includes:

• APTO Wallet: User-facing application for managing agent mandates and payment authorizations
• Operator Console: Enterprise administration and monitoring dashboard
• Merchant Portal: Merchant interface for accepting AI agent payments
• APIs and Integration Tools: Developer tools and APIs for platform integration
• Trust Registry and Risk Engine: Security, compliance, and risk management services

3. Account Registration and Security

3.1 Account Creation

To use certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or security breach

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to protect your account information.

4. Acceptable Use

You agree not to:

• Use the Service for any illegal, fraudulent, or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Attempt to gain unauthorized access to any portion of the Service or other accounts
• Use automated systems (bots, scrapers) to access the Service without authorization
• Reverse engineer, decompile, or disassemble any part of the Service
• Transmit any viruses, malware, or other harmful code
• Impersonate any person or entity or misrepresent your affiliation with any entity
• Collect or harvest information about other users without their consent
• Use the Service to process payments for prohibited goods or services
• Violate any payment network rules or regulations
• Circumvent or attempt to circumvent security measures or access controls

5. Payment Terms

5.1 Payment Processing

The Service facilitates payment transactions between parties. You acknowledge that:

• All payments are processed through third-party payment processors
• We are not a bank, money transmitter, or payment processor
• We act as a technology platform and do not hold funds on your behalf
• Payment processing is subject to the terms and conditions of third-party processors
• We may charge fees for certain services, which will be disclosed prior to use

5.2 Mandates and Authorizations

When you create a mandate or authorize an AI agent to make payments on your behalf:

• You are responsible for all transactions authorized under your mandates
• You must maintain sufficient funds or credit to cover authorized transactions
• Mandates may be subject to spending limits and other restrictions you configure
• You may revoke or modify mandates at any time, subject to processing delays
• We are not responsible for unauthorized transactions if you fail to secure your account

5.3 Refunds and Disputes

Refund and dispute resolution is governed by:

• The terms of the underlying payment processor
• Applicable consumer protection laws
• Our dispute resolution procedures, which may be updated from time to time

6. Intellectual Property

6.1 Our Intellectual Property

The Service, including all content, features, functionality, software, APIs, documentation, trademarks, logos, and other materials, is owned by A-Pay-G Inc. and its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 License to Use

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes, as applicable.

6.3 Your Content

You retain ownership of any content, data, or information you submit to the Service ("Your Content"). By submitting Your Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and distribute Your Content solely for the purpose of providing and improving the Service.

7. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy, which explains how we collect, use, and protect your information. By using the Service, you consent to the collection and use of information as described in our Privacy Policy.

8. Service Availability and Modifications

We strive to provide reliable and continuous access to the Service. However:

• We do not guarantee that the Service will be available at all times or free from errors
• We may perform scheduled or unscheduled maintenance that may temporarily interrupt service
• We reserve the right to modify, suspend, or discontinue any part of the Service at any time
• We may add, remove, or modify features, functionality, or APIs with or without notice
• We are not liable for any loss or damage resulting from service interruptions or modifications

9. Disclaimers and Limitations of Liability

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A-PAY-G INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS 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, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

9.3 Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless A-Pay-G Inc., its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of or access to the Service
• Your violation of these Terms
• Your violation of any third-party right, including intellectual property or privacy rights
• Your Content or any content you submit through the Service
• Any unauthorized use of your account

11. Termination

11.1 Termination by You

You may terminate your account and stop using the Service at any time by contacting us or using account deletion features, if available.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You violate these Terms or any applicable law
• You engage in fraudulent, abusive, or illegal activity
• You fail to pay any fees owed to us
• We are required to do so by law or court order
• We determine that your use of the Service poses a security risk

11.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. We may delete your account and data, subject to our data retention policies and legal obligations. Provisions that by their nature should survive termination shall survive, including Sections 6 (Intellectual Property), 9 (Disclaimers and Limitations of Liability), 10 (Indemnification), and 13 (Governing Law).

12. Dispute Resolution

12.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@apayg.aito attempt to resolve the dispute informally.

12.2 Arbitration

For disputes that cannot be resolved informally, you and A-Pay-G Inc. agree to resolve disputes through binding arbitration, except for disputes that qualify for small claims court. Arbitration will be conducted under the rules of the American Arbitration Association (AAA) or an equivalent arbitration body in your jurisdiction.

12.3 Class Action Waiver

You agree that disputes will be resolved on an individual basis and waive any right to participate in class, collective, or representative actions.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. For users in the European Economic Area, these Terms shall be governed by the laws of the jurisdiction in which you are located.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on this page
• Updating the "Last Updated" date
• Sending an email notification to registered users (for material changes)
• Displaying a notice within the Service

Your continued use of the Service after such modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service.

15. Severability

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

16. Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements you enter into with us, constitute the entire agreement between you and A-Pay-G Inc. regarding the Service and supersede all prior agreements and understandings.

17. Contact Information

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