Terms of Service

TERMS OF SERVICE

Payments.Ai LLC

Last Updated: August 7, 2026

Payments.Ai LLC, a Delaware limited liability company (“Payments.Ai,” “we,” “us,” or “our”), provides merchant-of-record checkout, billing, and payment infrastructure that allows businesses to sell products, subscriptions, and services online, including through AI agents, SDKs, and API integrations (the “Services”). These Terms of Service, together with any Additional Terms referenced below (collectively, these “Terms”), govern your access to and use of the Services.

Please read these Terms carefully. By creating an account, integrating our SDK or API, using our checkout, dashboard, or Merchant of Record services, or otherwise using the Services, you and your business agree to be bound by these Terms. If you do not agree, you may not use the Services.

IMPORTANT NOTICE REGARDING ARBITRATION. SECTION 19 OF THESE TERMS CONTAINS A MANDATORY, BINDING ARBITRATION PROVISION AND A CLASS ACTION AND JURY TRIAL WAIVER. IT AFFECTS HOW DISPUTES BETWEEN YOU AND PAYMENTS.AI ARE RESOLVED. PLEASE READ IT CAREFULLY.

1. What Is Payments.Ai?

Payments.Ai is a Merchant of Record (“MoR”) service. When you use the Services, Payments.Ai—not you—is the seller of record on transactions processed through our checkout, and we assume associated legal, tax, and compliance responsibilities described in these Terms. You (“Customer,” “you,” or “your”) remain the party responsible for the products, subscriptions, content, or services you offer (“Offerings”) and for your relationship with the end users who purchase your Offerings (“End Customers”).

Payments.Ai is a reseller of, and builds its checkout, billing, tax, and payment infrastructure on top of, Whop Inc.’s (“Whop”) commerce platform. Whop, our other payment processors, and our banking partners are collectively “Financial Partners.” Section 7 below describes products and services you may not offer, Section 8 describes our relationship with Whop and other Financial Partners, and Section 5 below describes the license you grant us to act as Merchant of Record.

Payments.Ai is not a bank or financial institution. Funds are held and transmitted through our Financial Partners, and payout, custody, and related banking functions are performed by those Financial Partners on our behalf and, indirectly, on yours.

2. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Services. If you are using the Services on behalf of a business or other entity, you represent that you have authority to bind that entity to these Terms, and “you” refers to that entity as well as you individually. If Payments.Ai determines you lacked authority to bind that entity, you will be personally responsible for the obligations and liabilities in these Terms, including any payment obligations.

By using the Services, you represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government list of prohibited or restricted parties.

No Pending Investigations or Litigation. You represent and warrant that there are no prior or pending government investigations, inquiries, or prosecutions of you or your business by the Federal Trade Commission, any other federal, state, or foreign governmental agency, or any industry regulatory authority, and no prior or pending private lawsuits against you or your business, in each case that relate to your products, services, or business practices. If you or your business becomes the subject of any such investigation, inquiry, prosecution, or lawsuit during the term of these Terms, you must notify us within twenty-four (24) hours at compliance@payments.ai. We may terminate these Terms based on any investigation, proceeding, or lawsuit identified under this paragraph or otherwise discovered by us, without liability to you.

3. Accounts, Registration, and Verification

Account Registration. You must provide accurate, current, and complete information when you register for an account and must keep that information up to date. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your login credentials. Notify us immediately at support@payments.ai if you suspect unauthorized use of your account.

Identity Verification (KYC/KYB). Because Payments.Ai acts as Merchant of Record, applicable law and our Financial Partners require us to verify your identity and the nature of your business before you can receive payouts (“Verification Requirements”). You agree to promptly provide any documentation or information requested to satisfy Verification Requirements. If you do not satisfy Verification Requirements, or if a Financial Partner withdraws its approval of your account, we may suspend payouts, restrict features, or terminate your account.

Linked Accounts. When you connect an external bank account, card, or payment method to receive payouts or to be charged (a “Linked Account”), you represent that you own that account and have authority to link it. We do not mediate ownership disputes over Linked Accounts or the revenue associated with them.

4. Privacy Policy

Our collection, use, and disclosure of personal information about you and your business is described in our Privacy Policy, available at https://www.payments.ai/mor/privacy-policy/, as it may be updated by us from time to time. The Privacy Policy is incorporated into these Terms by reference. By using the Services, you acknowledge that we will process personal information in accordance with the Privacy Policy, and you agree to provide notice of, and where required obtain consent for, our processing of personal information you submit about your own End Customers in connection with the Services.

5. Description of the Services; Merchant of Record License

Checkout and Billing. The Services allow you to create products, pricing plans, and checkout flows, and to accept payments from End Customers by card, bank transfer, or other supported payment methods, including through our API, SDK, MCP connectors, and no-code checkout builder.

Merchant of Record License. By using the Services to offer any Offering, you grant Payments.Ai a worldwide, non-exclusive, royalty-free, non-transferable license to market your Offerings and to act as the merchant of record for the sale of your Offerings, including, where applicable, to effect delivery of digital goods, license keys, or activation codes to End Customers on your behalf. This license is the legal basis on which Payments.Ai appears as the seller on End Customer transactions and assumes the Merchant of Record responsibilities described in these Terms.

Merchant of Record Functions. For transactions processed through the Services, Payments.Ai: (a) appears as the merchant on the End Customer’s payment statement; (b) calculates, collects, and remits applicable sales tax, VAT, and GST in the jurisdictions where we operate as Merchant of Record; (c) manages fraud screening and chargeback handling as described in Section 11; and (d) is responsible for compliance with card network rules applicable to the transaction. Payments.Ai’s assumption of these responsibilities does not make Payments.Ai a party to, or responsible for, the underlying Offering itself, which remains solely yours as described in Section 6.

Subscriptions. If you offer subscriptions, the Services provide recurring billing, dunning, proration, and plan-change functionality. You are responsible for configuring your subscription terms (including trial periods, renewal terms, and cancellation policies) accurately and in compliance with applicable law.

Changes to the Services. We may add, modify, or discontinue features of the Services at any time. We will use reasonable efforts to notify you of material changes that affect your use of the Services, but we are not liable for any such changes.

6. Your Offerings and Responsibilities

You Own Your Offerings. As between you and Payments.Ai, you are solely responsible for your Offerings, including their description, pricing, quality, legality, delivery, and fulfillment, and for your customer support, refund, and cancellation practices toward End Customers, except to the extent Payments.Ai expressly agrees in writing to provide such functions.

Accurate Representations. You must describe your Offerings accurately and may only sell Offerings you have the right to sell. You are responsible for obtaining any licenses, consents, or rights necessary to offer and deliver your Offerings.

Prohibited Products and Uses. You may not use the Services to sell, offer, or facilitate: illegal goods or services; content or services that infringe third-party intellectual property or privacy rights; fraudulent, deceptive, or misleading offerings (including fake reviews or manipulated metrics); regulated financial products, securities, or gambling services without our prior written approval and any required licensure; or any product or service that violates applicable law, card network rules, or our then-current prohibited products policy made available to you.

No Misuse of the Platform. You may not: use the Services for purposes unrelated to bona fide sale of goods or services (including peer-to-peer money transfers); circumvent or attempt to circumvent our fees; reverse engineer, scrape, or interfere with the Services; upload malicious code; or resell or sublicense the Services without our prior written consent.

7. Prohibited Products and Services

In addition to the restrictions in Section 6, you may not use the Services to offer, sell, or facilitate any product, service, or category of business listed on our Prohibited Products and Services Policy, available at https://www.payments.ai/mor/prohibited-products-and-services/, as it may be updated by us from time to time (the “Prohibited Products Policy”). The Prohibited Products Policy is incorporated into these Terms by reference, and your compliance with it is a condition of your continued use of the Services.

We may update the Prohibited Products Policy at any time to reflect changes in applicable law, card network rules, or the requirements of Whop or our other Financial Partners, and it is your responsibility to review it periodically. If you are uncertain whether an Offering is permitted, contact us at compliance@payments.ai before offering it for sale. Offering a prohibited product or service is a material breach of these Terms and may result in immediate suspension or termination of your account under Section 12, withholding of your Balance under Section 10, and liability under Section 17.

8. Whop and Other Third-Party Infrastructure

Payments.Ai’s Services are built using Whop’s commerce and payments infrastructure, and Payments.Ai is a reseller of functionality made available through Whop’s platform. Payments.Ai may also use other third-party payment processors and banking partners to facilitate transactions. This means:

• Payments.Ai, and not Whop or any other Financial Partner, is your counterparty under these Terms and is responsible for your relationship with us as described in these Terms;

• Certain functions of the Services (including underlying payment processing, checkout infrastructure, and related technical operations) are performed using Whop’s platform and, in turn, Whop’s own Financial Partners;

• To the extent required to provide the Services to you, we may share your account, transaction, and Verification Requirement information with Whop and our other Financial Partners, and you authorize us to do so;

• Whop’s and our other Financial Partners’ own terms of service, acceptable use policies, and prohibited products policies may apply to the underlying processing of your transactions, and continued use of the Services constitutes your agreement to comply with those policies to the extent applicable; and

• If Whop or another Financial Partner restricts, suspends, or terminates services relating to your account for any reason—including a determination that your account or Offerings violate their policies—we may correspondingly restrict, suspend, or terminate your access to the Services, including your ability to receive payouts, without liability to you.

We are not responsible for outages, errors, or policy decisions of Whop or any other Financial Partner, except to the extent caused by our own breach of these Terms.

9. Fees

Use of the Services is subject to the transaction fees, subscription fees, and any other fees described on our pricing page or otherwise agreed with you in writing (“Fees”). Fees are deducted from transaction proceeds before payout unless otherwise agreed. We may update our Fees from time to time; continued use of the Services after a Fee change takes effect constitutes your acceptance of the new Fees for transactions processed thereafter.

You are responsible for any taxes owed on your own net revenue (e.g., income tax), as distinct from transaction-level sales tax, VAT, and GST that Payments.Ai collects and remits as Merchant of Record.

10. Payouts and Balance

Amounts owed to you from transactions, net of Fees, refunds, chargebacks, and any amounts you owe us, will be made available to you as a balance (“Balance”) and paid out to your Linked Account on the schedule described in your dashboard or applicable Additional Terms. Your Balance represents funds held for your benefit by our Financial Partners and is not a deposit account and is not, itself, FDIC insured.

You must review your transaction history and report any discrepancy to us promptly, and in any event within seven (7) days of the transaction giving rise to it. We may correct errors and reverse transactions at any time, including to correct our own errors.

Reserves and Holds. We may withhold, place a reserve on, or delay payout of all or part of your Balance where reasonably necessary to cover potential chargebacks, refunds, fraud, or violations of these Terms, or where required by a Financial Partner or applicable law.

Negative Balance; Authorization to Recharge. If your account has a negative Balance—for example, due to chargebacks, refunds, fraud losses, or Fees exceeding your transaction proceeds—you authorize us to charge your Linked Account, including any debit card, credit card, or bank account on file, in the amount necessary to restore your Balance to zero or a positive amount. If we are unable to recover a negative Balance through your Linked Account, you remain liable to us for the shortfall as a debt owed on demand.

11. Fraud, Chargebacks, and Disputes with End Customers

As Merchant of Record, Payments.Ai handles chargeback and payment-dispute processes with card networks and Financial Partners on transactions processed through the Services. This does not relieve you of responsibility for the underlying dispute with your End Customer (for example, a dispute over delivery, quality, or refund of your Offering), and you agree to cooperate with us, including by providing evidence and information, in responding to chargebacks and disputes relating to your transactions. We may debit your Balance, or invoice you, for chargebacks, associated fees, and losses resulting from fraudulent or disputed transactions relating to your account.

12. Termination

By You. You may close your account at any time by following the instructions in your dashboard or by contacting us at support@payments.ai.

By Us. We may suspend or terminate your access to the Services, with or without notice, if: (a) you breach these Terms or any Additional Terms; (b) required by a Financial Partner or applicable law; (c) we reasonably believe your account presents a fraud, chargeback, legal, or reputational risk; or (d) for any other reason, in our sole discretion, on reasonable notice where practicable.

Effect of Termination. Upon termination: (a) your right to access the Services ends; (b) you remain responsible for Fees, chargebacks, refunds, and other amounts incurred before termination; (c) we may deduct amounts owed to us from your Balance or invoice you directly; and (d) we may retain funds as a reserve for a reasonable period to cover potential chargebacks or disputes, after which any remaining Balance will be paid out to you, subject to Section 10 and applicable escheatment law.

Survival. Sections 6–11 (as to obligations arising before termination), and Sections 12–22, survive termination of these Terms.

13. Intellectual Property

Payments.Ai and its licensors retain all right, title, and interest in and to the Services, including our software, checkout technology, trademarks, and documentation. These Terms do not grant you any rights in the Services other than the limited right to access and use them as permitted here. You retain ownership of your own trademarks, content, and Offerings, and you grant us a non-exclusive, worldwide, royalty-free license to use, host, display, and reproduce your business name, logo, and Offering listings solely as necessary to operate the Services (for example, to build your checkout page).

You agree that we may use your feedback and suggestions about the Services without restriction or compensation to you.

14. Testimonials and Reviews

If you submit a testimonial, review, comment, photograph, or video regarding Payments.Ai or the Services, you grant us a royalty-free, worldwide, perpetual, irrevocable, non-exclusive license to use, reproduce, edit, and publish it, in whole or in part, together with your name and business name, in any medium, for any purpose relating to promoting Payments.Ai and the Services. Testimonials reflect the unique experience of the person submitting them and do not necessarily represent the experience of other customers. We may edit testimonials for length, grammar, or clarity, review submissions before use, and choose not to use any submission, in our sole discretion. Testimonials and related materials you provide will be treated as non-confidential and non-proprietary.

15. Copyright Complaints; DMCA

We respect the intellectual property rights of others and expect Customers to do the same. If you believe that content accessible through the Services infringes a copyright you own, you or your authorized agent may submit a notice of infringement to our designated copyright agent at compliance@payments.ai, or by mail at Payments.Ai LLC, Attention: Legal (Copyright Agent), 9169 W. State Street #800, Garden City, Idaho 83714.

Your notice must substantially comply with the requirements of 17 U.S.C. § 512(c)(3), including identification of the copyrighted work, identification of the allegedly infringing material and its location, your contact information, a statement of good-faith belief that the use is unauthorized, and a statement, under penalty of perjury, that the notice is accurate and that you are authorized to act on behalf of the copyright owner.

Upon receipt of a valid notice, we may remove or disable access to the reported material and will make reasonable efforts to notify the party who posted it, who may submit a counter-notification as permitted by law. If we receive a valid counter-notification, we may restore the material unless the original complainant notifies us that it has filed a court action seeking to restrain the alleged infringer. We will terminate, in appropriate circumstances, the accounts of Customers determined to be repeat infringers. Anyone who knowingly materially misrepresents that material is infringing may be liable for damages, including costs and attorneys’ fees, incurred by us in relying on the misrepresentation.

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, secure, or error-free, or that any defects will be corrected. We do not warrant the accuracy or reliability of tax calculations for every jurisdiction and use case, though we undertake to administer tax compliance functions in good faith and in accordance with applicable law. Nothing in this Section limits any statutory rights you may have that cannot be excluded under applicable law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Payments.Ai, its affiliates, and their respective officers, managers, members, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Offerings; (b) your breach of these Terms or applicable law; (c) your infringement of any third party’s intellectual property or other rights; (d) any dispute between you and an End Customer; or (e) your negligence or willful misconduct.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PAYMENTS.AI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability for any claim arising out of or relating to these Terms or the Services will not exceed the greater of (a) the Fees you paid to us in the three (3) months preceding the event giving rise to the claim, or (b) one thousand dollars ($1,000).

You must bring any claim within one (1) year after it arises, or it is permanently barred.

19. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

Informal Resolution First. Before filing a claim, you and we each agree to try to resolve any dispute arising out of or relating to these Terms or the Services (a “Dispute”) informally by contacting the other party in writing. You may contact us at compliance@payments.ai. If the Dispute is not resolved within sixty (60) days, either party may proceed to arbitration as set out below.

Binding Arbitration. Except as set out below, any Dispute will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before a single arbitrator, conducted in the State of Delaware or by videoconference. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Class Action and Jury Trial Waiver. YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL AND AGREE THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of a class or representative proceeding.

Exceptions. Either party may bring an individual action in small claims court, or seek injunctive relief in court to prevent unauthorized use of its intellectual property or to prevent misuse of the Services pending arbitration.

Severability of Arbitration Provisions. If the class action waiver in this Section is found unenforceable as to a particular Dispute, then this entire Section 19 (other than this sentence) will not apply to that Dispute, and that Dispute must be brought in accordance with Section 20 (Governing Law; Venue) instead.

20. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to Section 19, the state and federal courts located in Delaware will have exclusive jurisdiction over any Dispute not subject to arbitration, and you consent to the personal jurisdiction of those courts.

21. Force Majeure

We will not be liable for any delay, failure to perform, or interruption of the Services caused by circumstances beyond our reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, failures of a Financial Partner or other third-party service provider, or other events of a similar nature.

22. General Terms

Changes to These Terms. We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or in-app notice). Continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

Additional Terms. Certain features of the Services may be subject to additional terms or policies (“Additional Terms”), which are incorporated into these Terms by reference. If there is a conflict between these Terms and Additional Terms for a specific feature, the Additional Terms control for that feature.

Electronic Signature and Communications. All information you communicate to us through the Services is considered an electronic communication. You agree that we may communicate with you electronically, and that such communications, along with any notices, disclosures, agreements, and other communications we provide electronically, satisfy any legal requirement that such communications be in writing and have the same force and effect as a communication in writing bearing a physical signature.

Entire Agreement. These Terms, together with any Additional Terms, constitute the entire agreement between you and Payments.Ai regarding the Services and supersede any prior agreements on the subject. Any ambiguities in interpretation will not be construed against the drafting party.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

Severability; No Waiver. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later; a waiver is only effective if made in writing and signed by us.

Export Compliance and Sanctions. You agree to comply with all applicable U.S. and international export control and economic sanctions laws in your use of the Services.

Notices. We may provide notices to you via the email address or in-app notification associated with your account. You may provide legal notices to us at: Payments.Ai LLC, Attention: Legal, 9169 W. State Street #800, Garden City, Idaho 83714, or by email at compliance@payments.ai.

No Third-Party Beneficiaries. Except as expressly stated, these Terms do not confer any rights or remedies on any person other than you and Payments.Ai.

Contact. General questions: support@payments.ai. Legal or compliance questions: compliance@payments.ai. Mail: Payments.Ai LLC, Attention: Legal, 9169 W. State Street #800, Garden City, Idaho 83714.