Terms and Conditions of Use
Last Updated: [9/5/2025]
These Terms and Conditions of Use (the “Agreement” or “Terms”) constitute a binding legal contract between you (“Merchant,” “you” or “your”) and Paydan, Inc., a California corporation, with its principal place of business at 25350 Magic Mountain Pkwy, Ste #300, Valencia, CA 91355 (“Paydan,” “we,” “us” or “our”).
By accessing, installing, or using Paydan’s website (www.Paydan.net), software, applications, technology, or related services (collectively, the “Services”), you expressly agree to be bound by this Agreement. If you do not agree, you must immediately discontinue use of the Services.
1. Independent Software Vendor Status
1.1 Paydan operates solely as an Independent Software Vendor (ISV). Paydan licenses software and provides technology solutions to facilitate merchant operations.
1.2 Paydan does not provide payment processing, money transmission, settlement of funds, or financial services of any kind. All such services are rendered exclusively by third-party payment processors, acquiring banks, gateways, and other financial institutions (collectively, the “Payment Partners”), with whom Merchants must separately contract.
1.3 Merchant acknowledges and agrees that Paydan bears no responsibility, obligation, or liability for any acts, omissions, or failures of Payment Partners, card networks, issuing banks, or regulatory authorities.
2. Grant of License
2.1 Subject to Merchant’s strict compliance with this Agreement and any applicable Order Form(s), Paydan grants Merchant a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Services solely for Merchant’s internal business purposes.
2.2 Except as expressly permitted, Merchant shall not:
- Copy, modify, reverse engineer, disassemble, decompile, or create derivative works of the Services;
- Remove, obscure, or alter any proprietary notices or trademarks;
- Use the Services for unlawful purposes or in violation of applicable laws or regulations.
3. Order Forms and Fees
3.1 Fees, pricing, service descriptions, and other commercial terms shall be set forth in one or more executed Order Forms between Merchant and Paydan, each of which is incorporated herein by reference.
3.2 In the event of a conflict between this Agreement and an Order Form, the Order Form shall govern only with respect to pricing and scope of services.
3.3 All fees are due and payable in accordance with the Order Form. Unless otherwise expressly stated, all fees are non-refundable.
4. Payment Processing Services
4.1 Payment processing, authorization, clearing, settlement, chargeback handling, and funds transmission are performed solely by Payment Partners.
4.2 Merchant acknowledges and agrees:
- Paydan is not a party to Merchant’s agreements with Payment Partners;
- Paydan makes no representation or warranty regarding Payment Partners’ services;
- Paydan has no control over, or liability for, any authorization failures, settlement delays, chargebacks, reversals, or compliance obligations.
4.3 Any and all disputes concerning payment transactions must be directed exclusively to the applicable Payment Partner.
5. Merchant Covenants and Responsibilities
Merchant covenants, represents, and warrants that it shall:
- Use the Services solely for bona fide, lawful business purposes;
- Comply at all times with applicable federal, state, and local laws, rules, and regulations;
- Maintain accurate and complete account and business information with Paydan;
- Implement commercially reasonable safeguards to prevent unauthorized access to the Services;
- Assume sole responsibility for its business operations, tax obligations, and dealings with customers, Payment Partners, and regulators.
6. Proprietary Rights
6.1 All intellectual property rights, including but not limited to copyrights, trademarks, service marks, trade secrets, patents, and software code embodied in or used to provide the Services, are and shall remain the exclusive property of Paydan or its licensors.
6.2 Merchant acquires no ownership rights or licenses in the Services other than the limited rights expressly granted herein.
7. Data; Privacy; Security
7.1 Merchant acknowledges that Paydan may collect, process, and store business-related data in connection with Merchant’s use of the Services, subject to Paydan’s Privacy Policy.
7.2 Paydan does not access, control, or assume responsibility for cardholder data or bank account data processed by Payment Partners. Compliance with PCI DSS and all other applicable data security obligations rests exclusively with Merchant and the Payment Partners.
8. Disclaimers
8.1 THE SERVICES ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYDAN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION.
8.3 NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY PAYDAN OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY.
9. Limitation of Liability
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYDAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF PAYDAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 PAYDAN’S TOTAL CUMULATIVE LIABILITY TO MERCHANT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY MERCHANT TO PAYDAN UNDER THE RELEVANT ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
9.3 MERCHANT EXPRESSLY WAIVES ANY AND ALL CLAIMS AGAINST PAYDAN ARISING FROM OR RELATING TO PAYMENT PROCESSING SERVICES, WHICH ARE EXCLUSIVELY PROVIDED BY PAYMENT PARTNERS.
10. Indemnification
Merchant shall indemnify, defend, and hold harmless Paydan, its affiliates, officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, damages, losses, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Merchant’s use or misuse of the Services;
- Merchant’s breach of this Agreement or any Order Form;
- Merchant’s violation of applicable laws, rules, or regulations;
- Any dispute between Merchant and its Payment Partners, customers, or regulators.
This Section shall survive termination of this Agreement.
11. Termination and Suspension
11.1 Paydan may, in its sole discretion, suspend or terminate Merchant’s access to the Services immediately, with or without notice, for:
- Any material breach of this Agreement or an Order Form;
- Non-payment of fees;
- Compliance with applicable law or regulatory request;
- Actions or conduct that Paydan reasonably determines to pose legal, financial, or reputational risk.
11.2 Upon termination, all licenses granted to Merchant shall immediately cease, and Merchant shall discontinue all use of the Services.
12. Governing Law; Dispute Resolution
12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law rules.
12.2 Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in Los Angeles County, California. The arbitration shall be conducted in English before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.
12.3 MERCHANT EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.
13. Modifications
Paydan reserves the unilateral right to modify or amend this Agreement at any time. Updated versions will be posted on Paydan.net. Continued use of the Services after such posting constitutes acceptance of the revised Agreement.
14. Miscellaneous
- Entire Agreement. This Agreement, together with any applicable Order Forms, constitutes the entire understanding between the parties with respect to the Services.
- Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Assignment. Merchant may not assign or transfer this Agreement without Paydan’s prior written consent. Paydan may assign freely without restriction.
- Force Majeure. Paydan shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, labor disputes, governmental actions, internet or telecommunications failures, or acts of terrorism.
15. Contact Information
Paydan, Inc.
25350 Magic Mountain Pkwy, Ste #300
Valencia, CA 91355
Phone: (855) 721-8022
Email: Info@paydan.net
