These Terms of Service (the "Terms") form a binding agreement between Pabopay and the business entity that registers for, accesses or uses the Pabopay platform (the "Platform Customer", "you" or "your"). They govern your use of our split payments, seller onboarding, wallet, balance and payout services and any related dashboards, APIs, software development kits and documentation (together, the "Services"). Please read them carefully before using the Services.
1. Acceptance of these Terms
By creating an account, clicking to accept these Terms, signing an order form that references them, or otherwise accessing or using the Services, you confirm that you have read, understood and agree to be bound by these Terms, together with any policies, schedules and product-specific terms incorporated by reference, including our Payout & Commercial Terms, Privacy Policy and Cookie Policy.
You represent that the individual accepting these Terms is duly authorised to bind the Platform Customer, and that you are entering into this agreement in the course of a business and not as a consumer. If you do not agree to these Terms, you must not access or use the Services.
2. Definitions
Unless the context requires otherwise, capitalised terms have the meanings set out below:
- Platform means the marketplace, software-as-a-service application or other platform operated by you through which Buyers transact with Sellers.
- Seller (also "Sub-merchant" or "connected account") means a third party that you onboard onto the Services to receive funds, such as a vendor, merchant, creator, contractor or service provider operating on your Platform.
- Buyer means an end customer that makes a payment on your Platform in exchange for goods or services supplied by you or by a Seller.
- Account means the Pabopay account through which you access the Services, including any connected accounts provisioned for your Sellers.
- Funds means amounts collected, held, split, reserved or paid out through the Services.
3. Eligibility and accounts
To use the Services you must be a legally constituted business, be capable of forming a binding contract, and not be barred from using the Services under the laws of any applicable jurisdiction. We may decline to offer, or may discontinue, the Services to any person or in any territory at our discretion.
When you register, you must provide accurate, current and complete information about your business, its beneficial owners and its representatives, and keep that information up to date. As a regulated payments participant, we and our banking and payment partners are required to verify this information and to conduct ongoing customer due diligence.
You are responsible for safeguarding your account credentials and API keys, for all activity that occurs under your Account, and for maintaining appropriate access controls for your personnel. You must notify us promptly at [email protected] of any suspected unauthorised access or security incident affecting your Account.
4. The Pabopay Service
Subject to these Terms, Pabopay grants you a non-exclusive, non-transferable, revocable right to access and use the Services for the purpose of accepting payments, dividing those payments across Sellers and your platform fee, holding balances and making payouts in connection with your Platform.
Pabopay, directly or through its regulated banking and payment partners, acts as the payout layer for funds owed to your Sellers. Depending on the flow you configure, Pabopay may facilitate acceptance of Buyer payments, allocate amounts across connected accounts, hold balances, apply reserves, and settle payouts over local and international rails. The specific commercial and regulatory terms governing settlement and payouts are set out in our Payout & Commercial Terms.
We may update, improve or modify the Services from time to time. We may also make available beta or early-access features, which are provided "as is", may be changed or withdrawn at any time, and are excluded from any service levels or warranties.
5. Platform responsibilities
As the operator of the Platform, you retain the relationship with your Buyers and Sellers and remain responsible for your Platform, the goods and services sold on it, and your compliance with all laws applicable to your business.
- Present accurate information to Buyers and Sellers about prices, fees, deductions and the role of Pabopay as payout provider where required.
- Obtain all consents and provide all notices needed for us to onboard your Sellers and process their personal and business data.
- Cooperate with our onboarding, verification, risk and compliance processes, and provide information we reasonably request about your business, your Sellers or specific transactions.
- Monitor your Platform for fraudulent, illegal or prohibited activity and promptly address Buyer and Seller disputes.
- Not use the Services to extend credit, hold funds on behalf of unrelated third parties, or operate a money services business unless expressly agreed with us in writing.
6. Acceptable use and prohibited businesses
You must use the Services lawfully and in accordance with these Terms, our documentation and the rules of the card networks, banks and payment systems we rely on. You must not, and must not permit your Sellers or any third party to:
- use the Services for any unlawful, fraudulent, deceptive or abusive purpose, or to launder money or finance terrorism;
- evade sanctions, transact with sanctioned persons or in embargoed territories, or circumvent our risk and compliance controls;
- submit false, inaccurate or misleading information, or impersonate any person or entity;
- introduce malicious code, probe or test the vulnerability of the Services, or attempt to gain unauthorised access to any systems or data;
- resell, sublicense or provide the Services to third parties except to your Sellers as contemplated by these Terms.
Certain categories of business are prohibited or restricted on the Services, including unlawful goods or services, regulated products sold without required licences, certain high-risk financial activities, and any business prohibited by our partners or the card networks. We maintain and may update a list of prohibited and restricted businesses, and we may refuse, condition or terminate Services for any business in those categories.
7. Fees
You agree to pay the fees for the Services as set out on our pricing page, in an applicable order form, or as otherwise agreed in writing. Unless stated otherwise, fees are exclusive of taxes, and you are responsible for any taxes, duties or levies arising in connection with your use of the Services other than taxes on our net income.
We may deduct fees, refunds, chargebacks, reserves and other amounts you owe from Funds we hold for you or your Sellers, or invoice you for them. Detailed provisions on the fee schedule, invoicing, FX margins and settlement are set out in our Payout & Commercial Terms. We may change our fees on prior notice as described in those terms.
8. Intellectual property
As between the parties, Pabopay and its licensors own all right, title and interest in and to the Services, including all software, APIs, documentation, designs, trademarks and related intellectual property. Except for the limited rights expressly granted in these Terms, no rights are granted to you.
You retain ownership of your data and your own trademarks and content. You grant us a non-exclusive, worldwide licence to use, host, process and transmit your data and that of your Sellers as necessary to provide, secure and improve the Services and to comply with our legal obligations. You may not use our name or logos without our prior written consent, except to truthfully describe your use of the Services.
9. Warranties and disclaimers
Each party warrants that it has the authority to enter into these Terms and will comply with all laws applicable to its performance under them.
Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law, Pabopay disclaims all other warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Services will be uninterrupted, error-free or completely secure. We do not warrant the performance of third-party rails, banks, card networks or telecommunications providers.
10. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or exemplary damages, or for any loss of profits, revenue, goodwill or data, arising out of or relating to these Terms or the Services, whether in contract, tort or otherwise, even if advised of the possibility of such damages.
Subject to the foregoing, and except for amounts you owe us, your indemnification obligations, or liability that cannot be limited under applicable law, each party's aggregate liability arising out of or relating to these Terms will not exceed the total fees paid or payable by you to Pabopay for the Services in the twelve (12) months preceding the event giving rise to the claim. Funds held for settlement or payout are not damages and remain payable in accordance with these Terms and our Payout & Commercial Terms.
11. Indemnity
You will defend, indemnify and hold harmless Pabopay and its affiliates, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, fines, penalties, losses and expenses (including reasonable legal fees) arising out of or relating to: (a) your Platform and the goods or services sold on it; (b) your or your Sellers' breach of these Terms or violation of law; (c) disputes between you and your Buyers or Sellers; and (d) chargebacks, refunds, fines or assessments attributable to your or your Sellers' activity.
12. Suspension and termination
We may suspend or limit your or a Seller's access to the Services, withhold or delay payouts, or place a reserve, where we reasonably believe it is necessary to manage risk, protect Buyers, Sellers or Pabopay, comply with law or the requirements of our partners, or address suspected fraud, breach or prohibited activity.
Either party may terminate these Terms on notice if the other party materially breaches them and fails to cure within thirty (30) days, or immediately in cases of insolvency, prohibited use, or where required by law or our partners. On termination, your right to use the Services ceases, and we will return or pay out remaining Funds in accordance with our Payout & Commercial Terms, subject to reserves, holds and amounts you owe. Provisions that by their nature should survive termination will survive.
13. Changes to these Terms
We may update these Terms from time to time. If we make a material change, we will provide reasonable notice, for example by email or through the Services, before it takes effect. Your continued use of the Services after the effective date of an updated version constitutes acceptance of the change. If you do not agree to a change, you must stop using the Services.
14. Governing law and dispute resolution
These Terms and any dispute or claim arising out of or in connection with them or their subject matter are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
The parties will attempt in good faith to resolve any dispute informally before commencing proceedings. Any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, and each party submits to the personal jurisdiction of those courts, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
15. Contact
Questions about these Terms can be sent to [email protected], or by post to Pabopay LLC, c/o registered agent, 30 N Gould St, Ste R, Sheridan, WY 82801, USA.