Terms and conditions.

1. About these terms

These Terms and Conditions (these "Terms") are a legal agreement between you and SouthPay LLC, a Wyoming limited liability company ("SouthPay", "we", "us", or "our"), governing your access to and use of the SouthPay website at southpay.io and related subdomains (the "Site").

By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, do not use the Site.

2. Relationship to our other agreements

These Terms govern the Site only. They do not, by themselves, grant you access to the SouthPay platform or any payment service.

• Merchant Payment Services Agreement (MPSA). Access to and use of the SouthPay platform as a merchant is governed exclusively by the Merchant Payment Services Agreement, which you accept electronically during signup. Where you use the platform, the MPSA controls the commercial relationship, including fees, settlement, service tracks, liability, and termination. To the extent these Terms and the MPSA conflict on a matter the MPSA addresses, the MPSA prevails.
• AML Policy. Your use of the Site and the platform is subject to the SouthPay AML Policy.
• Privacy Policy. Our handling of personal information is described in the SouthPay Privacy Policy.

Together, these documents form the legal framework for your relationship with SouthPay. These Terms are the outermost layer and apply to everyone who uses the Site, whether or not they become a merchant.

3. Informational purpose; not an offer

The content on the Site, including descriptions of our products (Commerce and Invoice), pricing, industries, and documentation, is provided for general informational purposes only. It does not constitute an offer, a binding commitment, financial or legal advice, or a solicitation in any jurisdiction where this would be unlawful.

Pricing, features, and availability described on the Site may change at any time and are confirmed only through the signup process and the MPSA. Nothing on the Site creates a payment-services relationship; that relationship is created only when you complete signup and accept the MPSA, and is subject to onboarding, KYB, and compliance review as described in the AML Policy.

4. Eligibility

You may use the Site only if you are able to form a legally binding contract and are not barred from doing so under applicable law, including applicable sanctions laws. The Site is intended for businesses and adults and is not directed to children.

5. Acceptable use

When using the Site, you agree not to:

• use the Site for any unlawful, fraudulent, or harmful purpose, or in breach of the AML Policy;
• attempt to gain unauthorized access to the Site, its servers, or any connected systems;
• interfere with or disrupt the integrity or performance of the Site, including by introducing malware or conducting denial-of-service activity;
• scrape, harvest, or systematically extract data from the Site except as expressly permitted;
• reverse engineer, decompile, or attempt to derive source code from any part of the Site except to the extent this restriction is prohibited by applicable law; or
• use the Site to infringe the intellectual property or other rights of any party.

We may suspend or restrict your access to the Site at any time if we reasonably believe you have breached these Terms.

6. Intellectual property

All right, title, and interest in the Site and its contents, including the SouthPay brand, logos, text, graphics, design, software, and documentation, are owned by SouthPay or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and view the Site for your own informational and evaluation purposes. No other right or license is granted. You may not copy, reproduce, distribute, or create derivative works from the Site without our prior written consent, except as permitted by applicable law.

7. Third-party links and services

The Site links to third-party websites and services, including our documentation host, scheduling tools, the SouthPay application, and our payment service providers. We do not control and are not responsible for the content, policies, or practices of any third party. Your use of any third-party website or service is at your own risk and is governed by that third party's terms and privacy policy.

8. No professional advice

Nothing on the Site constitutes legal, financial, tax, accounting, or investment advice. Cryptocurrency and digital assets carry risk, including price volatility and regulatory uncertainty. You are responsible for obtaining your own professional advice before making decisions based on information found on the Site.

9. Disclaimer of warranties

The Site is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the Site will be uninterrupted, error-free, secure, or free of harmful components, or that any information on the Site is accurate, complete, or current.

10. Limitation of liability

To the maximum extent permitted by law, SouthPay and its affiliates, officers, employees, and agents will not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to your use of or inability to use the Site, even if advised of the possibility of such damages. To the maximum extent permitted by law, our total aggregate liability arising out of or related to the Site and these Terms will not exceed one hundred US dollars (USD 100). Nothing in these Terms limits liability that cannot be limited under applicable law. Liability arising from your use of the SouthPay platform is governed separately by the MPSA.

11. Indemnification

You agree to indemnify, defend, and hold harmless SouthPay and its affiliates from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to your use of the Site or your breach of these Terms.

12. Changes to the Site and these Terms

We may modify, suspend, or discontinue any part of the Site at any time without notice. We may also update these Terms from time to time. The version published on the Site at any given time is the version then in force, and the "Last updated" date reflects the most recent change. Continued use of the Site after an update constitutes acceptance of the updated Terms.

13. Governing law and venue

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The exclusive jurisdiction and venue for any dispute arising out of or related to these Terms or the Site shall lie in the courts located in the State of Wyoming, and you consent to the personal jurisdiction of those courts. This Section governs disputes about the Site; disputes arising under the MPSA are governed by the MPSA.

14. General

If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect. Our failure to enforce any provision is not a waiver of it. These Terms, together with the MPSA, AML Policy, and Privacy Policy, constitute the entire agreement between you and us regarding the Site. You may not assign these Terms without our consent; we may assign them to any affiliate or successor, including any entity formed to own or operate the SouthPay platform.

15. Contact

Questions about these Terms may be directed to: