Terms of Service

Definitions and Interpretation

In these Terms of Service, unless the context requires otherwise:

"Agreement"

These Terms of Service, together with any Service Order, addenda, or schedules incorporated by reference.

"Client" or "You"

The business entity or individual that has engaged PayForge for subscription monetization management services.

"PayForge," "Company," "We," or "Us"

PayForge and its affiliates, subsidiaries, officers, employees, and authorized representatives.

"Services"

The full-service subscription monetization management services provided by PayForge, including but not limited to payment processing integration, subscriber management, payout disbursement, analytics, and optional communication services.

"Subscriber"

An end-user who has purchased a subscription to the Client's content or services through the payment systems managed by PayForge.

"Gross Transaction Volume" (GTV)

The total value of all subscription transactions processed through the Services during a given period, before deduction of fees, refunds, or chargebacks.

"Service Order"

A written document specifying the particular services, pricing, and terms applicable to a specific Client engagement.

Eligibility and Account Registration

2.1 Eligibility Requirements

To be eligible to use PayForge services, you must:

• Be a registered business entity in good standing, or an individual operating a legitimate business
• Be at least eighteen (18) years of age
• Have the legal authority to enter into binding agreements on behalf of your business
• Not be located in, or a resident of, any country subject to comprehensive sanctions
• Not be listed on any government list of prohibited or restricted parties

2.2 Account Registration

When registering for an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify PayForge immediately of any unauthorized use of your account

2.3 Verification

PayForge reserves the right to verify Client identity and business legitimacy. We may request documentation including, but not limited to, business registration certificates, tax identification documents, and proof of identity for authorized representatives. Failure to provide requested verification documents may result in account suspension or termination.

Description of Services

3.1 Core Services

PayForge provides full-service subscription monetization management, which includes:

3.2 Optional Services

The following services may be engaged as add-ons, subject to separate pricing:

• Email Communication Services: Transactional emails to Subscribers including receipts, payment confirmations, and subscription notifications
• Custom Integration Development: Bespoke integration work for non-standard platform requirements
• Consulting Services: Strategic monetization consultation and optimization recommendations

3.3 Service Limitations

PayForge services do not include content hosting, content delivery, customer support for Subscribers (unless separately agreed), or legal compliance advice. Clients remain responsible for their own content, platform operations, and regulatory compliance.

Service Fees and Payment Terms

4.1 Fee Structure

PayForge fees are calculated as a percentage of Gross Transaction Volume (GTV). The specific percentage rate applicable to your account will be specified in your Service Order. This percentage-based fee structure aligns PayForge's incentives with your success—we only earn when you earn.

4.2 Payment Processor Fees

In addition to PayForge fees, standard payment processor fees apply:

• Stripe: Subject to Stripe's published pricing (typically 2.9% + $0.30 per transaction)
• PayPal: Subject to PayPal's published pricing

Payment processor fees are deducted from transaction amounts before PayForge fee calculation and payout disbursement.

4.3 Fee Changes

PayForge reserves the right to modify fee rates upon renewal of the contract term. Any fee changes will be communicated in writing at least sixty (60) days prior to the renewal date. Continued use of Services after fee changes take effect constitutes acceptance of the new rates.

Payout Terms

5.1 Payout Schedule

Payouts are processed on a monthly basis. The payout cycle operates as follows:

5.2 Payout Method

Payouts are disbursed via bank transfer to the account specified in your Service Order. You are responsible for providing accurate banking information and notifying PayForge of any changes.

5.3 Minimum Payout Threshold

There is no minimum payout threshold. All earned amounts will be disbursed according to the standard payout schedule, regardless of amount.

5.4 Payout Reporting

A detailed payout report will be provided with each disbursement, itemizing gross transactions, payment processor fees, PayForge fees, refunds, chargebacks, and net payout amount.

Refunds and Chargebacks

6.1 Refund Processing

PayForge processes refunds in accordance with the refund policy established by the Client. Clients must communicate their refund policy to PayForge during onboarding and notify us of any policy changes.

6.2 Chargeback Handling

When a chargeback is initiated by a Subscriber's payment provider:

• PayForge will notify the Client promptly
• Client must provide documentation to dispute the chargeback if desired
• PayForge will submit dispute documentation to the payment processor
• The outcome is determined by the payment processor's dispute resolution process

6.3 Financial Impact of Refunds and Chargebacks

The following amounts are deducted:

• Refunds: Full refund amount
• Chargebacks: Full chargeback amount plus any chargeback fees imposed by payment processors

Service Level Agreement

7.1 Uptime Commitment

PayForge commits to a 99.9% uptime for core payment processing services, measured on a monthly basis. "Uptime" means the payment processing systems are operational and capable of processing transactions.

7.2 Exclusions

The uptime commitment does not apply to:

• Scheduled maintenance (announced at least 48 hours in advance)
• Outages caused by third-party payment processors (Stripe, PayPal)
• Force majeure events
• Client-side issues or Client's failure to follow integration guidelines
• Denial-of-service attacks or security incidents

7.3 Service Credits

If PayForge fails to meet the uptime commitment, Clients are eligible for service credits:

Service credits must be requested within thirty (30) days of the incident and are applied to future invoices. Service credits are the sole and exclusive remedy for failure to meet the uptime commitment.

Client Responsibilities

As a Client of PayForge, you are responsible for:

8.1 Content and Platform

• Ensuring your content and platform comply with all applicable laws and regulations
• Maintaining appropriate content moderation and community guidelines
• Securing necessary licenses and rights for your content
• Providing accurate descriptions of subscription offerings to your Subscribers

8.2 Legal Compliance

• Complying with data protection and privacy laws applicable to your business
• Maintaining appropriate terms of service and privacy policies for your platform
• Complying with consumer protection laws in jurisdictions where you operate
• Fulfilling tax obligations related to your subscription revenue

8.3 Subscriber Relations

• Providing customer support to your Subscribers (unless separately engaged)
• Communicating subscription terms clearly to Subscribers
• Honoring refund requests in accordance with your stated refund policy
• Resolving Subscriber disputes in a timely manner

8.4 Cooperation

• Providing timely responses to PayForge inquiries
• Supplying documentation required for compliance and verification
• Notifying PayForge of material changes to your business or platform
• Cooperating with chargeback dispute processes

Acceptable Use Policy

9.1 Client Review

PayForge evaluates potential Clients on a case-by-case basis. We reserve the right to decline service to any applicant or terminate service to any Client at our sole discretion, particularly if the Client's content or business practices pose reputational, legal, or financial risk to PayForge.

9.2 Prohibited Activities

You may not use PayForge services for:

• Any illegal activity or content that violates applicable laws
• Content that infringes intellectual property rights of third parties
• Fraudulent schemes, pyramid schemes, or deceptive business practices
• Money laundering or terrorist financing
• Sale of prohibited goods or services as defined by payment processor policies
• Any activity that violates the acceptable use policies of Stripe or PayPal

9.3 Consequences of Violation

Violation of this Acceptable Use Policy may result in immediate suspension or termination of services, withholding of payouts pending investigation, and reporting to appropriate authorities where required by law.

Intellectual Property

10.1 PayForge Intellectual Property

PayForge retains all rights, title, and interest in and to:

• The PayForge platform, software, and technology
• All tools, dashboards, and systems developed by PayForge
• Methodologies, processes, and know-how
• PayForge trademarks, logos, and branding

10.2 License Grant

Subject to these Terms, PayForge grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of your Agreement. This license terminates immediately upon termination of your Agreement.

10.3 Client Intellectual Property

You retain all rights to your content, branding, and subscriber relationships. You grant PayForge a limited license to use your trademarks and branding solely for the purpose of providing the Services.

10.4 No Transfer

Nothing in this Agreement transfers ownership of any intellectual property from one party to the other. Custom configurations, integrations, or optimizations developed by PayForge for your account remain PayForge intellectual property.

Confidentiality

11.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to business strategies, financial data, subscriber information, technical specifications, and the terms of this Agreement.

11.2 Obligations

Both parties agree to:

• Maintain the confidentiality of Confidential Information
• Use Confidential Information only for purposes of this Agreement
• Limit access to Confidential Information to personnel who need to know
• Not disclose Confidential Information to third parties without prior written consent

11.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

Contract Term and Renewal

12.1 Initial Term

The initial term of this Agreement is twelve (12) months from the effective date specified in your Service Order ("Initial Term").

12.2 Automatic Renewal

Upon expiration of the Initial Term, this Agreement will automatically renew for successive twelve (12) month periods ("Renewal Terms"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

12.3 Non-Renewal Notice

Non-renewal notices must be submitted in writing to the contact information provided in Section 20. Verbal notices or notices sent to incorrect addresses are not effective.

Termination

13.1 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within thirty (30) days of notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in illegal activity or violates the Acceptable Use Policy

13.2 Early Termination by Client

13.3 Termination by PayForge

PayForge may terminate this Agreement:

• Immediately if Client violates the Acceptable Use Policy
• Upon thirty (30) days' notice if required by payment processor policy changes
• Upon ninety (90) days' notice for any reason (convenience termination)

13.4 Effect of Termination

Upon termination:

• Client's access to Services will be revoked
• A final payout will be processed, less any outstanding fees, refunds, or chargebacks
• Data export will be provided per Section 14
• Confidentiality obligations survive termination

Data Export and Transition

14.1 Data Export

Upon termination of this Agreement, PayForge will provide a complete export of your data, including:

• Complete subscriber list with contact information
• Full transaction history
• Subscription status for all subscribers
• Analytics and reporting data

14.2 Export Format

Data will be provided in standard, machine-readable formats (CSV, JSON) within fifteen (15) business days of termination.

14.3 Transition Assistance

Upon request, PayForge will provide reasonable transition assistance to facilitate migration to another service provider. Transition assistance beyond basic data export may be subject to additional fees.

14.4 Data Deletion

Following provision of data export, all Client and Subscriber data will be deleted within thirty (30) days, except for financial records required to be retained for legal or regulatory purposes.

Limitation of Liability

15.1 Disclaimer of Warranties

THE SERVICES ARE 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, AND NON-INFRINGEMENT. PAYFORGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

15.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAYFORGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER PAYFORGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Liability Cap

Indemnification

16.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless PayForge and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Client's breach of this Agreement
• Client's content or platform operations
• Client's violation of applicable laws or third-party rights
• Disputes between Client and its Subscribers
• Client's failure to fulfill its obligations to Subscribers

16.2 Procedure

The indemnifying party shall have sole control of the defense and settlement of any indemnified claim, provided that no settlement that imposes obligations on the indemnified party shall be made without prior written consent.

Dispute Resolution

17.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate informal dispute resolution by providing written notice describing the dispute. The parties shall meet (in person or virtually) within thirty (30) days to attempt resolution.

17.2 Binding Arbitration

Arbitration shall be:

• Conducted by a single arbitrator mutually agreed upon by the parties
• Conducted in the English language
• Conducted virtually unless both parties agree to in-person proceedings
• Final and binding, with limited rights of appeal

17.3 Class Action Waiver

THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.

17.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

General Provisions

18.1 Entire Agreement

This Agreement, together with any Service Orders and addenda, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications regarding the subject matter hereof.

18.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

18.4 Assignment

Client may not assign this Agreement without PayForge's prior written consent. PayForge may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

18.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, government actions, or failures of third-party service providers.

18.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

Modifications to Terms

PayForge reserves the right to modify these Terms of Service at any time. When we make material changes:

• We will update the "Last Updated" date at the top of this document
• We will notify Clients via email at least thirty (30) days before material changes take effect
• We will post a prominent notice on our website

Continued use of Services after the effective date of changes constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you may terminate this Agreement in accordance with Section 13.

Non-material changes (such as clarifications or corrections) may be made at any time without notice.