Terms of Service

Effective date: 15 August 2026

These Terms of Service (the "Terms") are a binding agreement between Orchestrapay, LLC ("Orchestrapay", "we", "us") and the business that registers for or uses our services ("you" or "Merchant"). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company, you represent that you are authorized to bind that company.

Please read section 13 (Dispute Resolution) carefully. It requires most disputes to be resolved by binding individual arbitration and waives your right to a jury trial and to participate in a class action.

1. The service

Orchestrapay provides a payment orchestration platform that lets you connect to and route transactions across multiple third-party payment gateways, acquirers and payment methods through a single integration, together with related dashboard, API, SDK, vaulting, reporting and subscription features (the "Service"). Orchestrapay is a technology and orchestration provider. We are not a bank, acquirer, money transmitter or payment processor of record, and we do not hold, acquire or settle funds. The movement, holding and settlement of funds is performed by the third-party payment providers you enable, under your agreements with them.

2. Eligibility and accounts

  • The Service is for business use only. You must be a legally formed entity (or an individual acting for business purposes) and at least 18 years old.
  • You must provide accurate, current and complete information and keep it up to date.
  • You are responsible for safeguarding your credentials, API keys and secrets, for all activity under your account, and for configuring multi-factor authentication and access controls for your users.
  • You must notify us promptly of any unauthorized access to or use of your account.

3. Your responsibilities

You are solely responsible for:

  • your relationship with your own end customers, including the goods and services you sell, pricing, taxes, refunds, disputes and customer support;
  • providing your end customers with your own privacy policy and terms, and obtaining any consents required for the data you send us to process;
  • complying with all laws, regulations and payment-network rules that apply to your business, including consumer-protection, anti-money-laundering, sanctions, export and data-protection laws;
  • maintaining your own agreements and good standing with the payment gateways and providers you route to through the Service;
  • the accuracy and lawfulness of the data and instructions you submit to us; and
  • meeting the security obligations that apply to you (including any applicable PCI DSS responsibilities on your systems).

4. Acceptable use and prohibited activities

You may not use the Service for, or to facilitate, any activity that is unlawful in any applicable jurisdiction, that violates the rules of any card network, acquirer or payment provider we route to, or that we reasonably determine poses undue fraud, chargeback, legal, sanctions or reputational risk. You also may not attempt to gain unauthorized access to, disrupt, reverse engineer, or circumvent the security or usage limits of the Service, or use it to transmit malware or to infringe others' rights. We may refuse, suspend or terminate access, or decline or reverse transactions, immediately and without liability, where we reasonably believe this section has been or may be breached, or where a payment provider, network or law requires it.

5. Fees and payment

5.1 Fees

You agree to pay the fees for the Service as set out in your order, subscription plan or pricing agreement with us. Fees typically consist of one or more of the following, as specified in your order:

  • a recurring subscription fee (for example, a flat monthly fee);
  • a transaction fee calculated as a percentage of transaction or processed volume, at the rate agreed with you on a case-by-case basis and reflected in your order; and
  • where applicable, a one-time integration or setup fee.

Unless stated otherwise, all fees are stated exclusive of, and you are responsible for, any applicable taxes, levies or duties (other than taxes on our net income). Fees for payment providers, gateways and networks are separate, are set by those providers, and are governed by your agreements with them; chargebacks, refunds, reserves and settlement timing are determined by those providers, not by Orchestrapay. Except as required by law, all fees are non-refundable.

5.2 Authorization to charge your payment method on file

You agree to keep a valid payment method (which may include a credit or debit card, or a bank account) on file with us for the duration of your use of the Service. You authorize Orchestrapay (and our payment processors) to automatically charge that payment method on file, on a recurring and as-incurred basis, for all subscription fees, transaction fees, integration fees, taxes, and any other amounts you owe under these Terms or your order, as and when they become due, without further notice or authorization. This authorization continues until all amounts owed are paid in full. You are responsible for keeping your payment method information current, and you authorize us to update it using card-updater or similar services where available. Where fees cannot be charged to your payment method, we may also net or deduct amounts owed from funds otherwise flowing through the Service or invoice you directly.

5.3 Continued liability, late payment and interest

Your obligation to pay all fees is unconditional. If a charge to your payment method on file is declined, reversed, charged back or otherwise fails, you remain fully liable for the amounts owed, and any such failure does not relieve you of your payment obligations. Any amount not paid when due will accrue interest at the rate of 1.5% per month (18% per year), or the maximum rate permitted by applicable law if lower, calculated from the due date until paid in full. You also agree to pay all reasonable costs of collection, including reasonable attorneys' fees and third-party collection and processor fees (including fees resulting from failed, reversed or charged-back payments). In addition to any other remedy, we may suspend or terminate the Service for non-payment. Amounts owed that remain unpaid may be referred to collections and may be reported as a debt.

6. Third-party payment providers and services

The Service orchestrates transactions to third-party gateways, acquirers, payment methods and other services that you choose to enable. Your use of those services is governed by your agreements with them, and Orchestrapay is not a party to and is not responsible for them. We do not guarantee the availability, performance, approval rates, settlement, funding decisions, holds or reserves of any third-party provider, and we are not liable for their acts, omissions, outages or determinations.

7. Intellectual property; license; feedback

As between the parties, Orchestrapay and its licensors own all rights in the Service, including the platform, APIs, SDKs, documentation and related intellectual property. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service and to integrate our APIs and SDKs for your business during the term. You retain ownership of your data and content. You grant us a license to process your data and content to provide and improve the Service and as described in our Privacy Policy and Data Processing Addendum. If you provide feedback, you grant us a perpetual, royalty-free license to use it.

8. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms and will protect it with reasonable care, except where disclosure is required by law. Personal data is handled under our Privacy Policy and, where we act as your processor, our Data Processing Addendum.

9. Data protection

Where we process personal data on your behalf to provide the Service, we do so as your processor under our Data Processing Addendum, which is incorporated into these Terms. You are the controller of your end-customer data and are responsible for having a lawful basis to provide it to us.

10. Warranties and disclaimers

The Service is provided "as is" and "as available". To the maximum extent permitted by law, Orchestrapay disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, error-free or secure, that transactions will be approved or settled, or that the Service will meet any specific performance, approval-rate or business outcome.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, arising out of or relating to these Terms or the Service, even if advised of the possibility. Orchestrapay's total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total fees you paid to Orchestrapay for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. These limitations do not apply to liability that cannot be excluded or limited under applicable law.

12. Indemnification

You will defend, indemnify and hold harmless Orchestrapay and its officers, directors, employees and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) your goods, services, content or business; (c) your end customers or your relationship with them; (d) your violation of these Terms, of law, or of any payment-network or provider rule; or (e) any data or instructions you submit to us.

13. Dispute resolution; arbitration; class-action waiver

Please read this section carefully. Any dispute, claim or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual claim in small-claims court or seek injunctive relief for intellectual-property or unauthorized-access matters. The seat of arbitration will be Wilmington, Delaware, and the proceeding may be conducted remotely.

You and Orchestrapay agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one party's claims or preside over any class or representative proceeding. You and Orchestrapay waive any right to a jury trial. If the class-action waiver is found unenforceable as to a claim, that claim will proceed in court, but the rest of this section remains in effect.

14. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and, for any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

15. Term, suspension and termination

  • These Terms apply for as long as you use the Service or maintain an account.
  • We may suspend or limit the Service where required to protect the Service, our other customers, a payment provider or network, or to comply with law, or where you breach these Terms or fail to pay.
  • Either party may terminate for convenience with reasonable notice, or immediately for material breach that is not cured.
  • On termination, your right to use the Service ends. We will make your data available for export for a limited period and then delete or anonymize it, subject to legal and PCI DSS record-keeping requirements. Sections that by their nature should survive (including fees accrued, disclaimers, limitation of liability, indemnification, confidentiality and dispute resolution) survive termination.

16. Changes to the Service or these Terms

We may modify the Service and these Terms from time to time. We will post the updated Terms here and update the effective date; material changes will be communicated as required. Your continued use of the Service after changes take effect constitutes acceptance.

17. General

These Terms, together with the Privacy Policy, the Data Processing Addendum and any order or plan, are the entire agreement between the parties and supersede prior agreements on this subject. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control (force majeure). Notices to Orchestrapay may be sent to legal@orchestrapay.com.

18. Contact

Questions about these Terms: legal@orchestrapay.com, or Orchestrapay, LLC, 28 Geary St, Suite 650 #352, San Francisco, CA 94108, United States.