Terms of Use
Last Modified: September 22, 2025
PLEASE READ THESE PAYLOAD TERMS OF USE CAREFULLY. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR USING PAYLOAD'S WEBSITE AND SERVICES, INCLUDING A MANDATORY ARBITRATION PROVISION AND A WAIVER OF YOUR RIGHT TO PURSUE CLAIMS BY CLASS ACTION.
These Payload Terms of Use ("Terms of Use") are entered into by and between the individual or entity accessing or using the Services ("User", "you" or "your") and Payload, LLC d/b/a Payload, an Ohio limited liability company ("Payload") on the date that you first access the Website or use the Services ("Effective Date"). These Terms of Use, together with any terms and documents expressly incorporated by reference or entered into subject to these Terms of Use collectively form the "Agreement" between User and Payload. These Terms of Use apply to both Guest Users (defined below) and registered users. THE AGREEMENT MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 15 BELOW.
Payload User Agreement
1. Acceptance of Payload User Agreement
(a) This Payload User Agreement ("User Agreement") is a part of the Terms of Use and governs your access to and use of any services made available to you by Payload, including payload.com (together with any subdomains or web pages of this domain and any successor Payload websites used to access and use the Services, the "Website"), and any software, content, functionality, and applications available through such services (collectively, the "Services").
(b) By accessing or using the Services or by clicking to accept or agree to this User Agreement when this option is made available to you, you accept and agree to be bound and abide by the Agreement, including Payload's Privacy Policy, found at https://payload.com/privacy, which is incorporated into and made a part of the Agreement by this reference. If you do not agree to the Agreement or the Privacy Policy, you must not access or use the Services.
(c) In this User Agreement, You and Payload may be referred to individually as a "Party" and collectively as the "Parties."
2. The Services
(a) As permitted by Payload, you may use the Services to make and receive certain payments. For purposes of this User Agreement:
i. If and when you are using the Services to make a payment to a recipient, you are a “Payor.” A Payor’s use of the Services is subject to the Payload Payor Terms, which are incorporated into and made a part of this User Agreement by this reference.
ii. if and when you are using the Services to receive a payment, you are a “Payee”. A Payee’s use of the Services is subject to the Payload Payee Terms, which are incorporated into and made a part of this User Agreement by this reference.
iii. if you are a business receiving Services from Payload pursuant to a Payment Processing Agreement with Payload (“Payments Agreement”), you are a “Merchant”. A Merchant’s submission of payment acceptance transactions for processing is subject to and conditioned upon Merchant’s acceptance of a Payments Agreement.
iv. if you are a software service provider integrating the Services for your third-party clients pursuant to a Platform Agreement with Payload (“Platform Agreement”), you are a “Platform”.
Depending on the User’s use of the Services, a User who is neither a Merchant nor a Platform may be either a Payor, a Payee or both. Likewise, a Merchant User or a Platform User may be either a Payor, a Payee, or both.
(b) Payload may, in its sole discretion, change or discontinue the Services or change or remove features or functionality of the Services from time to time. Payload has no obligation to continue to provide or enable any features or functionality of the Services. Payload will notify you of any material change to or discontinuation of the Services.
(c) Payload may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”), and which will be governed by the Agreement. Payload is not responsible for the performance of Updates in connection with any unauthorized plugins installed by User. Payload has no obligation to provide any Updates or other modifications to the Services.
(d) From time to time, Payload may provide to User policies, procedures, documentation and specifications related to the Services (“Payload Policy Requirements”), all of which are incorporated by reference into and are a part of the Agreement. User agrees that it shall comply with all Payload Policy Requirements, and any failure to do so constitutes a breach of the Agreement.
3. Access and Use of the Services
(a) Eligibility
The Services are offered and are only available to Users who: (i) are 18 years of age or older; (ii) are a resident of or domiciled in the United States with a United States mailing address; and (iii) meet all other qualifications established by Payload to receive Services. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Payload.
(b) Background and Consumer Reports
If you are an individual accessing the Services, you acknowledge and agree that Payload may, from time to time, obtain consumer-identifying information (including credit reports) and other consumer reports from multiple consumer reporting agencies regarding you for the purpose of verifying your identity in connection with the Services. If you are a legal entity, you represent and warrants that you have obtained, and will provide to Payload upon request, written instructions and authorization from each Beneficial Owner (as well as any other individual required by Payload) for Payload to obtain (and for a consumer reporting agency to provide) such information including consumer reports of such individual to Payload. You (as an individual and on behalf of your entity, if applicable) also authorize Payload's sharing of such information in connection with obtaining such consumer reports from the consumer reporting agencies and other services provided by third party providers who conduct background and identification screening. You (as an individual and on behalf of your entity, if applicable) agree to cooperate with and provide us with any information or documentation needed for us to obtain such information from consumer reporting agencies, and agree that you will comply with all requirements under all applicable state and federal laws and regulations. For purposes of this User Agreement, "Beneficial Owner" means any person who either directly or indirectly owns or controls at least 25% or more of your ownership interests as well a person who exercises substantial control over User. If User is a legal entity (not a natural person), there must be at least one Beneficial Owner identified.
(c) Guest User Accounts
In connection with the Services Payload provides to Merchants, Payload may, as a courtesy, provide you with limited-online portal access without the requirement of establishing a User Account ("Limited Access") through the Website. Limited Access will enable you: (i) to input your identifying information for identification verification purposes, (ii) if you receive payments from a Merchant, to input the payment information for where payments from Merchant(s) will be directed and view the status of such payments made to you by such Merchant(s); and (iii) if you make payments to a Merchant, to input the payment information request to initiate a payment of the type selected to the designated Merchant. In connection with establishing Limited Access, you agree to provide all information as required by Payload. You represent that all information provided to Payload in connection with your Limited Access is complete, accurate and not misleading. You must notify Payload immediately of any change in the information provided to Payload.
(d) Registered User Accounts
i. Unless you are a Guest User with Limited Access, you must register for and maintain an active User account ("User Account"). A "Guest User" is a User who only access the Services for the limited purpose of making a payment to a Merchant or receiving a payment from a Merchant through the Services without the requirement of creating a User Account. If you establish a User Account on behalf of a company, organization, or other entity, then (i) "you" in this Section 3.c (User Accounts) includes you individually and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this User Agreement, and that you agree to this User Agreement on the entity's behalf.
ii. If you choose, or are provided with, a user name, password, or any other piece of information as part of Payload's security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your User Account is personal to you and agree not to provide any other person with access to the Services using your user name, password, or other security information. You also agree to ensure that you exit from your User Account at the end of each session. You should use caution when accessing your User Account from a public or shared computer so that others are not able to view or record your password or other personal information. Payload has the right to disable any User name, password, or other identifier, whether chosen by you or provided by Payload, at any time in Payload's sole discretion for any or no reason, including if, in Payload's opinion, you have violated any provision of the Agreement. You agree to notify Payload immediately at the Payload Support Center (as set forth in Section 20) of any unauthorized use of your account. You may never use another customer's User Account without permission, nor create multiple User Accounts for illegitimate purposes, as determined by Payload in its sole discretion. When creating your User Account, you must provide accurate and complete information and you must keep this information up to date.
iii. If you are a Merchant or a Platform, you must specify at least one administrator to manage your User Account (an "Administrator"). Administrators can add, remove, or manage additional Administrators and User Account users; request and manage use of Services; view transactions and run reports; provide or update User information; connect third-party services and other accounts to your User Account; request, access and use Services; and perform other tasks to manage your User Account. You are responsible for any actions or failure to act on the part of Administrators or users, or those using their credentials to access your User Account.
iv. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. Payload encourages you to use "strong" passwords with your User Account.
v. You must notify Payload immediately of any breach of security or unauthorized use of your User Account. Payload will not be liable for any Losses (defined below) caused by any unauthorized use of your User Account. Payload may suspend access to your User Account if Payload believes that your User Account has been compromised. Payload may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out of receiving such email messages by clicking on the "unsubscribe" link in the email message. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
(e) Network Access and Devices
You are responsible for acquiring and updating compatible hardware, software, and communications equipment (including network and internet access) necessary to access and use the Services. If you access the Services from a mobile device, then your mobile network's data and messaging rates and fees may apply.
(f) Access from Third-Party Applications
Payload may provide software or integrations which allow the Services to be accessed directly from third-party applications or services (each an "Integration"). If Payload makes an Integration available, Payload grants you a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Services through the provided Integration. If you are not a Merchant or a Platform, then such Integration is provided solely for your use in connection with your business relationship with the Merchant. If you are a Platform, then such Integration is provided solely for your own use in connection with the Agreement. In addition, you agree to be bound by any end user license agreement or additional terms that Payload may provide relating to access and use of the Services through any such Integration.
(g) Delays and Unavailability
Payload cannot foresee technical or other difficulties that may arising during the course of performance of the Services, which may result in the loss of data or other interruptions to the Services. Payload does not assume responsibility for any errors, delays, damages, or costs of any type arising out of User's use of the Services.
4. Payments
(a) Payment Transactions
If you are a Payor that uses the Services to make payments, you and your payments are subject to the Payload Payor Terms. If you are a Payee that uses the Services to receive payments, you and your payments are subject to the Payload Payee Terms. Payload will have no liability for Losses or errors due to any User’s (whether a Platform, Merchant, Payor or Payee) or any third-party’s actions or inactions related to the Services. "Losses” means all fines, fees, costs, expenses, losses, liabilities, damages, claims, judgements, proceedings, assessments, demands and awards (including without limitation costs and expenses of investigation, litigation or other dispute resolution proceedings, settlements, and judgments, and all associated interest and reasonable attorneys’ fees and paralegals’ fees) incurred by Payload Entities (defined below). Payments will be processed by Payload’s designated payment processor. Except as expressly provided otherwise, all payments are non-refundable and non-cancellable. You understand and agree that Payload shares your payment information and other relevant information with its payment processor and other third party service providers as necessary to provide the Services or to comply with Applicable Law (defined below), and you expressly authorize Payload to do so.
(b) Limitations
Payload may impose limitations on the size, frequency, and timing of payments. Payload may at any time suspend or terminate the provision of the Services in whole or in relation to any transaction: (i) if there is any breach of the Agreement, or (ii) if required to do so by a third party or upon the occurrence of any event as may give rise in Payload’s discretion to a significant increase in its risk profile. At any time post submission, a payment may be subject to review. If you do not cooperate with the review process, the payment may be delayed or declined. During this review process and for any reason, Payload may place a temporary hold on the delivery of the payment for as long as reasonably required to conduct an appropriate inquiry regarding the Payor, Payee, Merchant, invoice, payment history, or other relevant circumstances and factors. Depending on the results of this review, Payload may instruct its third party service provider to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Payload also reserves the right to cancel any payment. Payload reserves the right to refuse to process any payment if it reasonably believes that the activity, or the transaction if processed, would result in you being in violation of the Agreement or in violation of any applicable state, federal, and local laws, rules and regulations (“Applicable Law”) or any rule or requirement of an applicable payments association. Payload will attempt to promptly notify you if Payload declines to process a payment unless Payload reasonably believes you have engaged in any prohibited activity listed in Section 7 (Prohibited Activities), in which case Payload shall have no obligation to contact you.
(c) Payload is not a bank, savings and loan or regulated financial institution. Payload is not a money transmitter. Payload uses instruction based funding services provided by its payment processor to cause funds transfers required for the Services. Payload's payment processor initiates funds transfers to designated recipients consistent with funding instruction files received from Payload. You will not receive interest on any amounts transferred for time which elapses during payment processing.
5. Fees; Taxes; Right to Set-Off
(a) Fees
User shall pay all agreed upon fees for use of the Services. If you are a Merchant, applicable fees will be disclosed to you as part of your Payments Agreement. If you are a Platform, applicable fees will be disclosed to you as part of your Platform Agreement If you are a Payor or Payee who is neither a Merchant nor a Platform, applicable fees, if any, will be disclosed to you on the transaction processing screens before you complete your transaction.
(b) Taxes
You are responsible for determining what, if any, taxes apply to payments made or received using the Services, and it is your responsibility to collect, report, and pay the correct tax to the appropriate tax authority.
(c) Right to Set-Off
Without prejudice to any other right or remedy Payload may have, Payload reserves the right to, at any time, set off any amount you owe under the Agreement from any amount payable to you.
6. Intellectual Property Rights
(a) Ownership
The Services including, without limitation, any Integrations, the Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, and the design, selection and arrangement thereof), are owned by Payload and its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
(b) License
Subject to the terms and conditions of this User Agreement, Payload grants to User a non-exclusive, non-transferable, non-sublicensable, limited term, license to access and use the Services and the Documentation (as defined below) solely for the Permitted Purpose. “Permitted Purpose” means: (i) with respect to a Merchant or Platform, solely in connection with the activities permitted by the Agreement; and (ii) with respect to a Payor or Payee who is neither a Merchant nor a Platform, solely in connection with the business you have with a Merchant. Payload and its licensors and processors reserve all rights in and to the Services and Documentation not expressly granted to User. User’s use of the Services, including any Services provided as an application programming interface, must be in accordance with the Documentation. To the extent the Documentation is updated by Payload, User agrees to promptly follow such updated Documentation in connection with its use of the Services. “Documentation” means any documentation, training manuals, user instructions and similar materials provided by Payload to User from time to time regarding the Services, as may be updated by Payload. The terms of the applicable Documentation is incorporated into and a part of the Agreement.
(c) Limitations
User may not: (i) copy, record, publish, transmit, distribute, participate in the transfer or sale, or otherwise exploit, reproduce or permit the copying or other reproduction of all or any part of the Services without Payload’s prior written consent; (ii) reverse engineer, decompile, disassemble, or create derivative works based on the Services; (iii) modify, adapt, translate into other programming forms or languages, or extend the Services to operate in other environments or on other platforms, except in accordance with the Agreement or any Addendum; or (iv) allow access to the Services by other software products for any purpose without prior written approval of Payload.
(d) Trademarks
The Payload trademark and all related names, logos, product and service names, designs and slogans are trademarks of Payload or its affiliates or licensors. You must not use such marks without the prior written permission of Payload. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.
7. Prohibited Activities
(a) You may use the Services only for lawful purposes and in accordance with this User Agreement.
(b) You agree not to use the Services:
i. In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
ii. To impersonate or attempt to impersonate another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
iii. To transmit, or procure the sending of, any advertising or promotional material without Payload's prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
iv. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by Payload, may harm Payload or users of the Services or expose them to liability.
v. In any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website or Services, including their ability to engage in real time activities through the Website.
vi. For any unauthorized or illegal purpose, including, but not limited to, making or receiving payments related to pornography, drugs, gambling, tobacco, or other prohibited activities.
(c) Additionally, you agree not to:
i. Use any payment source you are not authorized to use or engage in any fraudulent transaction.
ii. Manipulate or abuse the credit card or ACH payments process in any way, including, but not limited to, making a payment to create cash from a credit or gift card.
iii. Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Website.
iv. Use any manual process to monitor or copy any of the material on the Website or the Services or for any other unauthorized purpose without Payload's prior written consent.
v. Use any device, software or routine that interferes with the proper working of the Website or Services.
vi. Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
vii. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services the server on which Payload's software or Website is stored, or any server, computer or database connected to the Services.
viii. Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
ix. Otherwise attempt to interfere with the proper working of the Services.
(d) Prohibited Transactions
The following transactions are prohibited under this Policy because they present high Financial Crimes risk:
i. Payments that appear to relate to any form of illegal activity, including without limitation, fraud, money laundering, terrorist financing, human trafficking, bribery and corruption, and illegal wildlife trafficking;
ii. Payments that do not appear to have a legitimate purpose;
iii. Payments that involve the use of an Informal Value Transfer System, as defined in U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) Advisory FIN-2010-A011, such as hawalas or money transmitters who do not comply with applicable registration or licensure requirements;
iv. Payments that would circumvent or violate, or cause Payload to violate, economic sanctions imposed or enforced by the United Nations, the United States, the European Union or any Member State, the United Kingdom, or any other applicable sanctions;
v. Payments that would circumvent or violate, or cause Payload to violate, export controls or other economic restrictions imposed by various governments;
vi. Payments arising from, or related to, transactions in Russian-origin oil or in other Russian-origin oil or petroleum products (as defined under HS codes 2709 and 2710), irrespective of their price;
vii. Payments that violate or appear to circumvent currency controls;
viii. Payments involving unlawful online gambling;
ix. Payments involving shell banks, as defined in Section 1010.605 of Title 31 of the U.S. Code of Federal Regulations and other applicable laws;
x. Payments involving bearer share companies (and operating as such), except for those that are publicly traded on a recognized exchange;
xi. Payments associated with payable through accounts;
xii. Payments involving your customers in the digital assets industry located in a jurisdiction under increased monitoring or a high-risk jurisdiction subject to a call for action, as designated by FATF;
8. Disclaimer of Warranty
THE SERVICES ARE PROVIDED "AS IS." PAYLOAD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PAYLOAD MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET YOUR OR OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION OR MATERIALS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE.
9. Limitation on Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PAYLOAD, ITS PARENT COMPANY, SUCCESSORS, AGENTS, AFFILIATES, BUSINESS PARTNERS, AND SERVICE PROVIDERS AND EACH OF THEIR OFFICERS, DIRECTORS, MANAGERS AND EMPLOYEES (COLLECTIVELY, THE "PAYLOAD ENTITIES") BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY : (i) LOSS OF USE, REVENUE, BUSINESS OR PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE; OR (ii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER THE PAYLOAD ENTITIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT A PAYLOAD ENTITY.
(b) PAYLOAD IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES, AND YOU RELEASE THE PAYLOAD ENTITIES FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
(c) IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE PAYLOAD ENTITIES TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF: (i) THE AMOUNT OF FEES RECEIVED BY PAYLOAD FROM USER PURSUANT TO THE AGREEMENT FOR THE SERVICES PERFORMED IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES; OR (ii) $500.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THE AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
(d) THIS SECTION 10 DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
(e) ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE WEBSITE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
(f) USER ACKNOWLEDGES AND AGREES THAT ITS LIABILITY UNDER THE AGREEMENT IS NOT IN ANY WAY LIMITED OR CAPPED.
10. Indemnification
You agree to indemnify, defend and hold harmless the Payload Entities from and against any Losses arising out of or relating to: (i) your breach of any representations, warranties, covenants, obligations or responsibilities under the Agreement (including any Additional Terms); (ii) your use of the Website or the Services; (iii) any act or omission by you with respect to the Services or a payment; (iv) your violation of any Applicable Law; (v) if you are a party to the Payments Agreement, your violation of any Operating Regulations as defined therein, and (vi) your negligence or willful misconduct.
11. Idea Submission Policy
Other than those Payload has specifically requested (and to which specific additional terms apply), Payload's policy is not to accept or consider ideas or suggestions submitted by Payload's users. Payload has adopted this policy to avoid confusion and misunderstandings in case that your ideas, suggestions, or other materials are like ones that Payload has developed (or may develop) independently. Therefore, Payload is not responsible for any ideas, suggestions, or materials submitted to Payload. If you still choose to send Payload ideas, suggestions, or other materials, you agree that Payload is free to use these ideas, suggestions, or other materials in any way that it may deem fit without any liability or payment of any kind to you.
12. Term; Termination
(a) The Agreement shall commence as of the Effective Date and shall continue until terminated pursuant to this Section 12 (Term; Termination).
(b) Either Party may terminate the Agreement, in whole or in part, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party: (a) breaches the Agreement, and the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such breach is incapable of cure; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Any suspension or termination shall not affect your obligations to Payload under the Agreement. The provisions of the Agreement which by their nature should survive the suspension or termination of your User Account or the Agreement shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, disclaimers, limitations on liability, provisions related to intellectual property ownership, and all the miscellaneous provisions in Section 19 of this User Agreement (Miscellaneous).
13. Modifying or Closing Your Account
You may close your User Account by contacting the Payload Support Center as set forth in Section 20. If you have a pending payment, Payload will not close your User Account until you have cancelled that payment as permitted by the Agreement or that payment has been made. You may also close or make changes to your User Account by logging into your User Account and changing your account settings.
14. Geographic Restrictions
Payload is based in the State of Tennessee in the United States. Payload provides the Services (including the Website and any of its content) for use only by persons or entities physically located in the United States. Payload makes no claims that the Services are accessible or appropriate for use outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with Applicable Laws.
15. Additional Terms; Changes to the Agreement and Services
(a) Payload reserves the right at any time and for any reason, to amend or modify the Agreement or to provide you with additional terms and conditions that may govern your use of the Services generally, unique parts of the Services, and/or additional functionality or applications made available to you as part of the Services (collectively, "Additional Terms"). Any such Additional Terms that Payload may provide to you will expressly reference the Agreement, will be effective upon notice, and be incorporated by reference into the Agreement. To the extent any Additional Terms directly conflict with this User Agreement, the Additional Terms will control.
(b) Amendments and modifications to the Agreement will become effective three (3) days after posting on the Website or, if Payload notifies you by email or conventional mail, as stated in the email message or conventional mailing. Posting notice of any modification or amendment on the Website shall be deemed adequate notification. Your access to and use of the Services after the Effective Date of any amendment or modification of the Agreement will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Agreement, immediately discontinue use of the Services. Unless expressly agreed to in writing signed by an authorized Payload representative, any modifications that you make to the Agreement (or amendments to the same) are categorically rejected.
(c) If a Dispute (as defined in Section 18 below) arises out of or relates to the Services or the Agreement including, without limitation, any Additional Terms or their breach, the Parties agree that the Agreement in effect at the time the Dispute (defined below) arose shall apply to the Dispute, including any amendments to the Agreement posted prior to the Dispute arising. No amendment to the Agreement shall apply to any Dispute as to which Payload had notice prior to posting the amendment.
16. Third Party Content and Links
(a) Payload may provide third-party content through Payload's Website or other Services. Any such third-party content represents the opinions and judgments of the third-party. Payload does not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any warranties with respect to the same.
(b) Payload may provide links to other websites maintained by third parties. Payload does not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. Payload is not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred because of your dealings with any third-party or their website.
17. Copyright Policy
(a) Reporting Claims of Copyright Infringement.
Payload takes claims of copyright infringement seriously. Payload will respond to notices of alleged copyright infringement that comply with Applicable Law. If you believe any materials accessible on or from the Website or through your use of the other Services infringe your copyright, you may request removal of those materials (or access to them) by submitting written notification to Payload's designated copyright agent is below.
(b) DMCA Notice of Alleged Copyright Infringement
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
i. Your physical or electronic signature.
ii. Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
iii. Identification of the material you believe to be infringing in a sufficiently precise manner to allow Payload to locate that material.
iv. Adequate information by which Payload can contact you (including your name, postal address, telephone number, and, if available, email address).
v. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
vi. A statement that the information in the written notice is accurate.
vii. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
viii. If you fail to comply with the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
(c) Designated Copyright Agent
DMCA Notices must be delivered to Payload's designated copyright agent: Corporate Counsel Payload, LLC d/b/a Payload 4455 Carver Woods Dr. Cincinnati, Ohio 45242 Email: [email protected]
(d) Repeat Infringers
It is Payload's policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
18. ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
(a) If a Dispute subject to this Section 18 (Arbitration Agreement) (referred to herein as “Arbitration Agreement”) arises between User and/or Payload in connection with the Agreement (including any Additional Terms), the Parties agree to use their best efforts to settle any such Dispute and engage in good faith negotiations, which shall be a condition to either Party initiating arbitration. This requires first providing a description of the Dispute to the other Party. For any Dispute initiated by User, User agrees to send the written description of the Dispute to [email protected], or to call Payload’s customer service representative at (833) 593-0877 between 9 a.m. – 5 p.m. Eastern time on weekdays (other than holidays). For any Dispute initiated by Payload, Payload will send its description of the Dispute to the email address User has provided to Payload. The communication must be on an individual basis and provide, at minimum, the following information: User’s name; a description of the nature or basis of the Dispute; and the specific relief sought. If any Dispute is not resolved by such good faith negotiations, the Dispute shall be resolved through final and binding arbitration administered by JAMS unless User has otherwise opted out of the Arbitration Agreement (as defined below). The arbitration shall take place in Hamilton County, Ohio. The term “Dispute” means any dispute, action, claim, question, disagreement, or other controversy between User and Payload, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under Applicable Law.
(b) The Parties agree that all Disputes that may arise out of the interpretation or performance of the Agreement, or that in any way relate to the provision or use of the Services, User’s relationship with Payload, or any other dispute with Payload, shall be resolved exclusively through binding arbitration in accordance with this Arbitration Agreement. The Federal Arbitration Act (“FAA”) shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. In connection with any arbitration proceeding hereunder, the rules of discovery and procedure of the applicable governing state law will apply and supersede the JAMS Arbitration Rules and Procedures unless the Parties mutually agree otherwise. The arbitration will be before a single, party-appointed arbitrator, unless the Parties agree otherwise. During the arbitration proceeding, the claimant shall pay the initial case management fee upon filing and the Parties shall each pay its share of the JAMS fees and expenses as they are periodically billed by JAMS. The prevailing party, as determined by the arbitrator, shall be entitled to receive recovery of all of its portion of the paid fees as well as reimbursement of its reasonable attorney’s fees by the non-prevailing party.
(c) Except as set forth in Section 19(e) below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the Parties nevertheless agree that the arbitrator or court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.
(d) The Parties understand that, absent this Arbitration Agreement, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY MATTER UNDER, RELATED TO, OR ARISING OUT OF THE AGREEMENT, ANY SERVICES, ANY TRANSACTIONS, OR ANY RELATIONSHIPS CONTEMPLATED UNDER THE AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
(e) IN ADDITION, THE PARTIES ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) ARBITRATION WILL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY; (ii) THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THE INDIVIDUAL PARTY’S CLAIM. If there is a final judicial determination that Applicable Law precludes enforcement of this Section 19(e)’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration proceeding and may be sought in court. The Parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
(f) Payload will provide User with thirty (30) days’ prior notice of any material changes to this Arbitration Agreement (“Arbitration Amendment”). User’s continued use of the Services thirty (30) days after receiving such notice will constitute User’s acceptance of, and agreement to, the Arbitration Amendment. If User does not agree to such Arbitration Amendment, User may opt out of the Arbitration Amendment in accordance with Section 19(g).
(g) User may opt out of this Arbitration Agreement within the first thirty (30) days after the Effective Date (as applicable to User) of this User Agreement. User may also opt out of this Arbitration Agreement within thirty (30) days after Payload notifies User regarding a material change to this Arbitration Agreement. To opt out, User must send an email to [email protected] or send a letter to 4455 Carver Woods Drive, Suite 200, Cincinnati, Ohio 45242 Attn: Legal Counsel. The email or letter must include User’s printed name, mailing address, and the words “Reject Arbitration.”
(h) All claims filed or brought by User contrary to this Arbitration Agreement shall be considered improperly filed and a breach of the Arbitration Agreement. Should User file a claim contrary to the Arbitration Agreement, Payload may recover allowable attorneys’ fees and costs, provided that Payload has notified User in writing of the improperly filed claim and User has failed to promptly withdraw the claim.
19. Miscellaneous
(a) Electronic Signatures. Each Party agrees that electronic signatures, whether digital or encrypted (and including click-to-accept), will have the same legal effect as original (i.e., ink) signatures and that an electronic, digital, scanned, facsimile, or duplicate copy of such signature will be deemed an original and may be used as evidence of execution. By clicking “Accept” or “Agree” or by checking the box designating acceptance of the Agreement, such action shall constitute a legally binding signature to the Agreement.
(b) Relationship of the Parties. The relationship between you and Payload is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
(c) Subcontractors. Payload reserves the right to use one or more subcontractors to perform all or part of the Services.
(d) Publicity. No Party will make any press release or other public disclosure concerning the Parties’ relationship or the Agreement without the prior written consent of the other Party.
(e) No Third-Party Beneficiaries. The Agreement benefits solely the Parties to the Agreement and their respective permitted successors and assigns. Except as expressly provided in the Agreement, nothing in the Agreement confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
(f) Force Majeure. Payload shall not be liable or responsible to you, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing the Services or any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Payload including, without limitation, the following force majeure events: (i) acts of God; (ii) flood, fire, weather, earthquake, epidemic, pandemic, or explosion; (iii) governmental order, law, regulation, or action; (iv) war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (v) embargoes or blockades in effect on or after the date of the Agreement; (vi) national or regional emergency, revolution, insurrection, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce); (vii) restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage; (viii) errors in data provided by User or others; and (ix) other similar or dissimilar events that are beyond Payload’s reasonable control (“Force Majeure Events”). If the Force Majeure Event continues for a continuous period in excess of thirty (30) days, you shall be entitled to terminate the Agreement upon giving Payload ten (10) days’ written notice in accordance with Section 19(l) (Notices).
(g) Entire Agreement. This User Agreement, together with any documents expressly incorporated by reference, including without limitation any Additional Terms referencing this User Agreement, constitutes the entire Agreement between you and Payload with respect to your use of the Services, and supersedes all previous written or oral agreements between the Parties with respect to such subject matter.
(h) Governing Law. All matters relating to Payload’s Website, the Services, the Agreement and any Dispute arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction).
(i) Jurisdiction. Any legal suit, action, or proceeding arising out of, or related to Payload’s Website, the Services, and/or the Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Cincinnati and County of Hamilton, although Payload retains the right to bring any suit, action, or proceeding against you for breach of the Agreement in your county of residence. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
(j) Waiver and Severability. No waiver of any of the provisions under the Agreement shall be effective unless explicitly set forth in writing signed by the Party waiving. If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent required such that the remaining provisions of the Agreement will continue in full force and effect.
(k) Assignment. You may not transfer or assign any rights or obligations you have under the Agreement without Payload’s prior written consent. Payload reserves the right to transfer or assign the Agreement, in whole or in part, or any right or obligation under the Agreement at any time. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors, transferees, and assigns.
(l) Notices. Except as otherwise agreed by the Parties in the Agreement, all notices, requests, consents, claims, demands, waivers, and other communications under the Agreement to Payload (each, a “Notice”) must be in writing and addressed to Payload, LLC, 4455 Carver Woods Drive, Suite 200, Cincinnati, OH 45242, Attn: President or to [email protected]. Except as otherwise agreed by the Parties in the Agreement, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid) or electronic mail. Except as otherwise provided in the Agreement, a Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, notice sent via electronic mail shall be deemed effective upon the send date of the electronic mail, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.
(m) Communications. You consent to receiving notices and communications from Payload electronically. You agree that Payload has the right to communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that Payload provides to you electronically satisfy any legal requirement that such communications be in writing.
20. Contacting Payload
The Services are owned and operated by Payload, LLC d/b/a Payload. All questions about your account, requests for support, feedback, comments, and other communications relating to the Services should be directed to the Payload Support Center at [email protected].
Payload Payor Terms
These Payload Payor Terms are a part of the Terms of Use and apply when a Payor uses the Services to send payments.
1. Payment Transactions
To make a payment using the Services, a Payor must submit to Payload, payment transactions in the format required by Payload. Payor is solely responsible for verifying the accuracy and completeness of each payment transaction and associated information submitted to Payload. By submitting payment information, Payors authorize Payload to deliver Payor's payment instructions to payment processor and/or partner bank to charge or debit Payor's designated payment method (e.g. credit card, debit card, bank account, as the case may be) for all payment amounts instructed by Payor through the Services.
2. Payment Ownership, Scheduling, and Disbursement
(a) Once you have scheduled a payment, you may only change or cancel such payments in accordance with Section 5 of these Payload Payor Terms (Payment Refund and Cancellation Policy).
(b) Once funds you designate for payment are transferred to your designated recipient, you have no further rights in those funds, subject to Section 4 of these Payload Payor Terms (Payment and Refund Cancellation Policy). Prior to disbursement in accordance with your instructions, Payload shall cause to be deposited all funds received from you in a non-interest-bearing deposit account at a financial institution in the United States that is owned and maintained by Payload's payment processor and/or partner bank (the "Settlement Account"). The Settlement Account will be a commingled account containing funds deposited for the benefit of Payload customers who use the Services, and may also contain funds deposited for the benefit of other customers of the payment processor and/or partner bank. Payload will maintain records of subaccounts for each Payload customer who is a beneficiary of funds in the Settlement Account. Payload does not own, control, or transfer the funds in the Settlement Account; such funds are owned and controlled by Payload's payment processor and/or partner bank.
3. Recurring Payments
Payors may authorize Payload to cause its payment processor to initiate recurring payments to designated recipients upon an agreed upon schedule. Your authorization will remain in place, and these recurring payments will continue unless and until Payload receives and confirms your request to withdrawal such authorization through the Services. If Payor sets up recurring or future payments, Payor authorizes Payload to store Payor's payment credentials and information on file, and to facilitate the processing of payments and transactions in the manner and at the times Payor requests.
4. Payment Refund, Dispute, and Cancellation Policy
(a) A Payor may cancel a payment that Payor has scheduled to be made by electronic funds transfer or credit card up to one (1) business day prior to the scheduled payment date for a full refund minus any applicable transaction and service fees. To cancel a payment within one (1) business day of a scheduled payment date, Payor must notify the bank holding the Payor's designated payment account or Payor's card issuer directly in order to cancel a single payment or to terminate authorization as to all future payments. If a payment has been finalized and/or credited to a payment recipient's account, you must contact that recipient directly for a refund, or follow your financial institution's transaction dispute procedures.
(b) Merchants will instruct Payload during the registration process on how to handle partial payments. Unless Merchant has directed Payload to disburse partial payments, Payload will refund to the Payor the amount(s) received by Merchant if the full amount due and owing to the Merchant is not received within 20 days of the scheduled due date provided to Payload during registration.
(c) If a funds transfer request that is initiated by Payload is declined due to insufficient funds, closed account, or any other reason, Payload will notify you by email. Additional fees may be assessed to declined funds transfers.
(d) Refund inquiries can be made by contacting Payload at the Payload Support Center as set forth in Section 20 (Contacting Payload).
(e) Payload supports and honors your consumer rights and protections granted under Applicable Law, including your right to dispute and correct inaccurate, erroneous, and fraudulent transactions (Inaccurate Transactions). Pursuant to the United States Electronic Fund Transfer Act (EFTA), you have 60 days to provide written notice stating (a) your good-faith belief that an Inaccurate Transaction has occurred; (b) the basis for your belief; and (c) the amount of the inaccuracy. If a financial institution determines an Inaccurate Transaction has occurred, Payload will work with that institution to promptly correct the Transaction.
(f) Payload complies with Applicable Laws governing properly initiated and authorized Transactions, specifically: (i) the availability for withdrawal within one banking day of electronic payments actually and finally collected pursuant to United States 12 CFR 229.10(b); and (ii) the prohibition against reversing transactions not deemed Inaccurate Transactions as dictated by Rule 2.9 of the National Automated Clearing House Association’s (NACHA) Rules. User acknowledges Payload’s right to pursue all available collection and legal remedies to recover funded transfers on an authorized Transaction that Payor subsequently and improperly attempts to reverse, charge back, or pull back
5. Additional Indemnification
In addition to the indemnification obligations in the User Agreement, you agree to indemnify, defend and hold Payload Entities harmless from all Losses arising out of or related to: (a) any error in any payment made by you via the Services; (b) any dispute with respect to any payment (or applicable adjustment related to a payment) made by you via the Services; and (c) your relationship and dealings with the recipient/payee of any payment.
Payload Payee Terms
These Payload Payee Terms are a part of the Terms of Use and apply when a Payee uses the Services to receive payments.
1. Payee is solely responsible for providing, and verifying the accuracy and completeness of, its credit card or bank account numbers and associated information ("Payment Information") for the receipt of payments through the Services. Payees will only receive payment transactions properly submitted with correct card or bank account information to which such payments should be pushed. You understand and agree that Payload does not have any obligation to verify the Payment Information you have provided.
2. By submitting Payment Information:
(a) Payee represents and warrants that (i) if you have elected to receive payments by ACH, the bank account you have provided is owned by you and capable of receiving ACH debits and credits at a U.S. financial institution; (ii) all ACH transactions you authorize pursuant to this Payee Agreement comply with all Applicable Laws and all applicable payment association regulations; and (iii) if you have elected to receive payments by card, the payment information you have provided for receipt of payment is complete and accurate.
(b) Payee authorizes Payload and its payment processor to credit Payee's designated payment method for all payments made to Payee through the Services (and to debit or charge such payment method for any amounts credited in error).
3. If a charge to your account that is initiated by Payload is declined due to insufficient funds, closed account, or any other reason, Payload will notify you by email.
4. Inquiries about payments can be made by contacting Payload at the Payload Support Center as set forth in Section 20 (Contacting Payload). Any dispute regarding the amount or timing of any payment made to you shall be between you and the payment's sender only and not with Payload.
5. In addition to the indemnification obligations in the User Agreement, you agree to indemnify, defend and hold Payload Entities harmless from all Losses arising out of or related to: (a) any error in any payment made to you via the Services; (b) any dispute with respect to any payment (or applicable adjustment related to a payment) made to you via the Services; and (c) your relationship and dealings with the sender/payor of any payment.