Terms of Service.

1. Definitions

"Services" refers to the suite of software tools, APIs, and documentation provided by Parrapay for checkout orchestration and payment infrastructure management.

"Platform" means the Parrapay software platform, including all related technology and intellectual property.

"Customer Data" means any data, information, or material provided or submitted by you to the Services in the course of using the Platform.

"Third-Party Processor" refers to a payment processor, acquirer, or other financial institution that you have a direct contractual relationship with to process transactions.

2. Eligibility and Account Registration

The Services are available only to businesses, commercial ventures, and other legal entities that are legally formed and in good standing. The Services are not available to individuals for personal, family, or household purposes. You represent and warrant that you have the legal authority to bind your organization to this Agreement. You agree to provide accurate, current, and complete information during the registration process and to keep this information updated.

3. Description of Services

Parrapay provides a software platform that acts as a technical layer to help you manage and orchestrate your checkout flows and connections to your Third-Party Processors.

Important Disclaimer: Parrapay is a software service provider, not a financial institution, bank, payment service provider (PSP), money transmitter, or any form of regulated financial entity. Parrapay does not hold, transmit, process, or control funds at any point. All payment processing, fund settlement, and financial services are performed exclusively by your chosen Third-Party Processors, with whom you must maintain a separate legal agreement. Parrapay is not a party to your agreements with any Third-Party Processors.

4. Fees and Payment

You agree to pay all applicable fees for the Services as set forth in your specific Service Order or pricing agreement with Parrapay. All fees are non-refundable, except as explicitly stated in this Agreement. Fees will be invoiced on a recurring basis (e.g., monthly) and are due within thirty (30) days of the invoice date. Late payments may be subject to interest charges of 1.5% per month or the highest rate permitted by law, whichever is lower.

5. Customer Obligations and Responsibilities

You are solely responsible for:

• Establishing and maintaining your accounts and contractual relationships with your chosen Third-Party Processors.
• Ensuring that your use of the Services complies with all applicable laws, regulations, and the terms of your agreements with your Third-Party Processors.
• The accuracy, quality, and legality of Customer Data and the means by which you acquired it.
• Securing and maintaining the confidentiality of your account credentials, API keys, and other access tokens.
• All activities that occur under your account.

6. Prohibited Activities

You may not use the Services for any activity that is illegal, fraudulent, or that violates this Agreement. Prohibited activities include, but are not limited to, activities that infringe on the intellectual property rights of others, support terrorism, involve the sale of illegal goods or services, or are otherwise deemed high-risk or unacceptable by Parrapay in its sole discretion.

7. Data, Security, and Privacy

Our collection and use of personal information in connection with your access to and use of the Services is described in our Privacy Policy. Parrapay will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. However, you acknowledge that no security measures are perfect and Parrapay does not guarantee absolute security.

8. Intellectual Property

Parrapay owns all right, title, and interest in and to the Platform and Services, including all related intellectual property rights. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with this Agreement. You retain all ownership rights in your Customer Data.

9. Suspension and Termination

We may suspend or terminate your access to the Services, at our sole discretion, for any reason, including your breach of this Agreement or non-payment of fees. Either party may terminate this Agreement for convenience with thirty (30) days' written notice to the other party. Upon termination, your right to use the Services will immediately cease, and you must pay any outstanding fees owed to Parrapay.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PARRAPAY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARRAPAY, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA.

IN NO EVENT SHALL PARRAPAY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO PARRAPAY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to defend, indemnify, and hold harmless Parrapay and its officers, directors, employees, and agents 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: (i) your use of and access to the Services; (ii) your violation of any term of this Agreement; or (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal or state courts located in King County, Washington.

14. Changes to this Agreement

We reserve the right to modify this Agreement at any time. If we make material changes, we will provide you with at least thirty (30) days' notice before the changes take effect, either by sending an email to the address associated with your account or by posting a notice within the Platform. Your continued use of the Services after the effective date of the changes will constitute your acceptance of the revised Agreement.

15. Contact Information

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

Parrapay LLC
Attn: Legal Department
12909 Mukilteo Speedway Apt F06
Lynnwood, WA 98087-5283
Email: legal@parrapay.com