Terms of Service

These Terms of Service ("Terms") are an agreement between you and Opttium ("we", "us") for your use of the merchant processing client portal (the "Service"). By creating an account, opening a payment link, paying an invoice, signing an authorization, or otherwise using the Service, you agree to these Terms and acknowledge our Privacy Policy.

If you use the Service for a business, you agree to these Terms on behalf of that business and confirm that you have authority to do so. If you do not agree, do not use the Service.

The Service lets merchants create invoices and branded payment links, collect payments by card, ACH, or cash, pass card and ACH processing fees through to the payer at checkout, and collect and use stored payment authorizations. It lets customers pay invoices, save payment methods, and manage their authorizations.

Opttium is a software platform. We are not a bank, money transmitter, or payment processor, and we do not hold funds. Card and ACH payments are processed by North, the merchant's payment processor, under the merchant's own agreement with North. Funds settle from North to the merchant. Cash payments are recorded by the merchant and do not move through the Service.

• You must be at least 18 years old and able to form a binding contract to use the Service.
• Provide accurate information and keep it up to date, including your email address.
• Keep your sign-in credentials secure. You are responsible for activity under your account. Tell us right away at support@opttium.com if you suspect unauthorized access.
• A platform administrator may set up a merchant desk for you. When you claim it, these Terms apply to you and to the business it represents.

If you use the Service as a merchant, you agree that you will:

• Maintain your own active account with North, keep the gateway credentials you enter in the Service current, and follow North's terms.
• Bill only for real, lawful goods and services, and make sure each invoice, amount, and customer is accurate.
• Be responsible for the fees you pass to customers. Surcharges and convenience fees are regulated by card network rules and by state law, and some places limit or prohibit them. You are responsible for confirming that the fees applied at your checkout are allowed for your business and your customers, and for any registration or disclosure those rules require.
• Obtain a valid authorization before charging a stored payment method, charge only as that authorization allows, honor cancellations promptly, and follow card network and Nacha rules for recurring and ACH payments.
• Handle refunds, disputes, and chargebacks with your customers and North, and answer customer questions about your goods, services, and invoices.
• Use customer information you receive through the Service only to bill and serve those customers, and comply with privacy and data protection laws that apply to you.

• Your payment is to the merchant. The merchant that sent you an invoice or authorization is responsible for its goods, services, pricing, and refunds. Questions about what you were billed should go to that merchant.
• Processing fees. When you pay by card or ACH, a processing fee may be added to the invoice amount. The fee and the total are shown before you confirm the payment. Paying by the method shown as having no fee, such as cash, avoids it.
• Stored authorizations. When you sign an authorization, you allow that merchant to charge the payment method you choose as described in the agreement you sign. It stays in effect until it ends on its own terms or is cancelled. You can cancel from your customer account or by contacting the merchant. Cancelling stops future charges but does not reverse charges already made.
• You confirm that you are authorized to use any card or bank account you enter or save.

Any fees merchants pay to Opttium for the Service are set out in the merchant's separate order or agreement with us. North's processing fees are governed by the merchant's agreement with North. Customers are not charged by Opttium for using the Service, apart from any processing fee shown at checkout.

You agree not to:

• Use the Service for fraud, money laundering, or any illegal or prohibited goods or services.
• Charge a payment method without valid authorization, or misrepresent an amount or fee.
• Upload files that are malicious, infringing, or unlawful, or that you do not have the right to use.
• Access accounts, merchant desks, or data that are not yours, or try to bypass security or access controls.
• Probe, scan, overload, reverse engineer, or interfere with the Service or its providers.
• Resell or provide the Service to others without our written permission.

You keep ownership of the content you upload, such as logos, invoice PDFs, and invoice details. You give us a limited license to host, copy, display, and transmit that content only as needed to run the Service, for example to show your logo on checkout pages and email invoices to your customers. You confirm that you have the rights needed to grant this license.

The Service relies on third parties, including North for payments and Clerk for sign-in. Their services are governed by their own terms and privacy policies. We are not responsible for outages, decisions (such as a declined payment, a hold, or an account review), or acts of third parties, though we will work with you to resolve problems that affect the Service.

You may stop using the Service at any time. Merchants may close a desk by contacting us. We may suspend or end your access if you breach these Terms, if required by law or by North, or to protect users, the public, or the Service. Where reasonable, we will give notice first.

After termination, we keep payment, authorization, consent, and audit records as described in our Privacy Policy. Sections that by their nature should survive termination will survive, including those on fees owed, content, disclaimers, limitation of liability, and indemnification.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PAYMENT WILL BE APPROVED. FEE CALCULATIONS SHOWN IN THE SERVICE ARE PROVIDED AS A TOOL AND ARE NOT LEGAL, TAX, OR COMPLIANCE ADVICE.

TO THE FULLEST EXTENT ALLOWED BY LAW, OPTTIUM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING FROM OR RELATED TO THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIM RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID TO OPTTIUM FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW THESE LIMITS, SO THEY MAY NOT APPLY TO YOU.

You agree to defend and indemnify Opttium and its personnel against claims, losses, and expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Service, or, for merchants, your goods, services, invoices, fees, and charges to customers.

These Terms are governed by the laws of the United States and of the state in which Opttium is organized, without regard to conflict-of-law rules. Before filing a claim, you agree to contact us at support@opttium.com and try in good faith to resolve the dispute informally for at least 30 days.

We may update these Terms from time to time. We will change the effective date at the top of this page, and for material changes we will give notice in the Service or by email. Continuing to use the Service after a change takes effect means you accept the updated Terms.

Questions about these Terms: support@opttium.com. For questions about a specific invoice or charge, contact the merchant that sent it.