Terms of Service

These Terms of Service ("Terms") form a binding agreement between you, or the entity you represent ("you", "Merchant"), and Cobaltpay, Inc. ("Cobaltpay", "we", "us"). They govern your access to and use of our payment facilitation platform, dashboards, APIs and related services (together, the "Services"). Please read them carefully — they include important provisions about fees, liability and dispute resolution.

1. Acceptance of these terms

By creating a Cobaltpay account, integrating our API, or submitting a transaction through the Services, you agree to these Terms and to any policies referenced in them, including our Privacy Policy and program rules published by the card networks and our acquiring partners. If you do not agree, you must not use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Eligibility & accounts

To use the Services you must be a business or sole trader located in a supported country, able to form a binding contract, and not barred from receiving services under applicable law or card network rules. Consumer (personal) use is not permitted.

• You must provide accurate, complete and current onboarding information.
• You are responsible for safeguarding your API keys and dashboard credentials, and for all activity that occurs under your account.
• You must notify us promptly at [email protected] of any suspected unauthorized access or use.

3. The Cobaltpay services (payment facilitation)

Cobaltpay operates as a payment facilitator. We enable you to accept card and account-based payments from your customers, sponsor your sub-merchant account with our acquiring partners, and route funds for settlement to you. We provide the technical and operational infrastructure — APIs, tokenization, ledgers, webhooks and reporting — but we are not a party to the underlying commercial transaction between you and your customer.

You authorize Cobaltpay and our partners to act as your agent for the limited purpose of receiving, holding and settling funds related to your transactions. The Services may depend on third parties (card networks, acquirers, banking partners), and your use is also subject to their applicable rules.

4. Fees & settlement

Fees for the Services are set out in your pricing schedule or order form and are charged on a per-transaction basis. Unless agreed otherwise, there are no monthly minimums. We may deduct fees, refunds, chargebacks and reserves from amounts we settle to you.

• Settlement. Approved funds are typically settled to your designated bank account on a T+1 to T+2 basis, subject to network timing, risk review and applicable holidays.
• Reserves. We may establish a rolling or fixed reserve where your risk profile, dispute rate or business model warrants it.
• Chargebacks & refunds. You are responsible for the full amount of any refund, chargeback, reversal or associated fee arising from your transactions.
• Taxes. Fees are exclusive of taxes; you are responsible for any taxes other than those on our net income.

5. Acceptable use & prohibited businesses

You may use the Services only for lawful transactions for goods or services you actually provide. You must not use the Services to facilitate fraud, launder funds, evade sanctions, or process payments for businesses prohibited by us, our partners or the card networks.

• Illegal goods or services, or businesses operating without required licenses.
• Unlawful gambling, certain adult content, and unregistered money services.
• Counterfeit goods, intellectual-property infringement, or deceptive marketing.
• Transactions that present an unacceptable risk of chargebacks or sanctions exposure.

We may refuse, condition, hold or reverse any transaction we reasonably believe violates these Terms, applicable law or network rules.

6. Compliance & KYC obligations

As a regulated payment facilitator, we are required to verify our merchants. By using the Services, you agree to ongoing "Know Your Customer" (KYC) and "Know Your Business" (KYB) diligence and to cooperate with anti-money-laundering and sanctions screening.

• You authorize us to obtain, verify and periodically re-verify information about you, your beneficial owners and your representatives.
• You must maintain PCI DSS compliance appropriate to your integration and support Strong Customer Authentication (SCA / 3-D Secure) where required.
• You must keep us informed of material changes to your business, ownership, or processing volumes.

7. Liability & disclaimers

The Services are provided "as is" and "as available". To the maximum extent permitted by law, Cobaltpay disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free.

To the extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits or revenue. Our aggregate liability arising out of these Terms is limited to the fees you paid us for the Services in the three months preceding the event giving rise to the claim. Nothing limits liability that cannot be limited by law.

8. Termination

Either party may terminate these Terms on notice as set out in your order form, or immediately if the other party materially breaches and fails to cure within a reasonable period. We may suspend or terminate the Services immediately where required by law, a partner, or to mitigate risk of loss, fraud or regulatory exposure.

On termination, you must stop using the Services. We may continue to hold funds and reserves for a reasonable period to cover potential refunds, chargebacks and obligations. Provisions that by their nature should survive termination will survive.

9. Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Subject to any mandatory consumer or local-law protections, the state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms.

10. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice — for example by email or through the dashboard — before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms.