Numbers Payments – Terms and Conditions

Effective Date: January 1st, 2026

Last Updated: January 1st, 2026

These Terms and Conditions (the "Terms") govern access to and use of the websites, platforms, APIs, dashboards, and related services (collectively, the "Services") provided by Numbers Payments, Inc. ("Numbers Payments", "we", "us", or "our").

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services. If you are using the Services on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to these Terms.

1. Services

Numbers Payments provides payment processing and payments infrastructure services, which may include payment gateway services, payment orchestration/routing, merchant onboarding, risk and fraud monitoring, reporting, settlement tools, and related support. Numbers Payments is not a bank and does not itself issue payment cards. Payment services are provided in conjunction with acquiring banks, card networks, and other third-party financial institutions and service providers.

2. Eligibility and Account Registration

You must be at least eighteen (18) years old to use the Services. You agree to provide accurate, current, and complete information when registering or applying for Services and to maintain and promptly update such information as needed. We may reject any application, suspend onboarding, or refuse service at our discretion to the maximum extent permitted by law.

3. Merchant Responsibilities

Merchants and users are solely responsible for: (a) the products and services they sell; (b) fulfillment, refunds, returns, and customer support; (c) the content, accuracy, and legality of their offers and marketing; and (d) compliance with all applicable laws, card network rules, and acquiring bank requirements, including consumer protection, privacy, advertising, AML, sanctions, and tax obligations.

4. Prohibited Use

You may not use the Services to:

• Engage in fraudulent, deceptive, or unfair practices, including card testing or transaction laundering;
• Process payments for illegal goods or services, or in violation of applicable law;
• Infringe intellectual property or other rights of any person or entity;
• Attempt to bypass risk controls, underwriting requirements, or card network rules;
• Interfere with or disrupt the Services, including through malware, scraping, or denial-of-service attacks;
• Use the Services to facilitate money laundering, sanctions violations, or prohibited transactions.

We may suspend or terminate access to the Services immediately if we reasonably believe you are engaging in prohibited activity or pose unacceptable risk.

5. Underwriting, Monitoring, and Compliance

You acknowledge that the Services may include underwriting, risk monitoring, transaction review, and compliance checks. We may request additional information at any time to satisfy underwriting or compliance obligations, including beneficial ownership documentation and processing history. You agree to cooperate promptly and fully. Failure to provide requested information may result in suspension, delayed onboarding, holds, or termination.

6. Fees

Fees, pricing, and other commercial terms (including discount rates, platform fees, gateway fees, and chargeback or retrieval fees) are set forth in your applicable order form, application, statement of work, merchant agreement, or other written agreement with Numbers Payments (collectively, the "Commercial Terms"). If there is a conflict between these Terms and the Commercial Terms, the Commercial Terms control.

7. Settlement, Reserves, Holds, and Adjustments

Settlement timelines, funding availability, and payout frequency may vary based on underwriting, risk, card network rules, acquiring bank policies, and transaction characteristics. To mitigate risk, we may (a) delay settlement; (b) establish a rolling reserve; (c) hold funds; (d) cap volumes; (e) require additional collateral; or (f) apply other risk controls, in each case to the maximum extent permitted by law and consistent with our obligations to acquiring banks and card networks.

We may deduct from your balances any amounts you owe or that are associated with refunds, chargebacks, reversals, disputes, fines, penalties, assessments, or other liabilities, including those imposed by card networks or third parties.

8. Chargebacks and Disputes

You are responsible for all chargebacks, disputes, returns, reversals, and related fees. You agree to respond to disputes within the timeframes required by the card networks or our platform. Failure to respond may result in automatic loss of a dispute and may affect underwriting decisions.

9. Third-Party Services

The Services may integrate with or depend on third-party providers (including acquiring banks, payment gateways, card networks, identity verification, fraud tools, hosting providers, analytics, and communications tools). We are not responsible for third-party services, their outages, or their acts or omissions. Your use of third-party services may be subject to additional terms and policies provided by those third parties.

10. API and Acceptable Use

If you access the Services via API, you agree not to exceed reasonable request limits, not to attempt to circumvent authentication or security controls, and not to use the API in a manner that could degrade the Services. We may impose rate limits and other controls. You are responsible for maintaining the confidentiality of API keys, credentials, and access tokens and for all activity conducted through your credentials.

11. Confidentiality

You may receive non-public information about the Services, pricing, platform capabilities, or risk controls ("Confidential Information"). You agree to use Confidential Information solely to use the Services and not to disclose it to any third party except as required by law or with our prior written consent. This obligation does not apply to information that is publicly available through no breach of these Terms.

12. Intellectual Property

The Services, including all software, APIs, documentation, trademarks, and content, are owned by Numbers Payments or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

13. Availability; Changes

We aim to provide reliable Services, but we do not guarantee uninterrupted availability. We may modify, suspend, or discontinue any part of the Services at any time, including to maintain security, comply with law, or respond to risk or operational needs.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUMBERS PAYMENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUMBERS PAYMENTS' TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO NUMBERS PAYMENTS (EXCLUDING PASS-THROUGH FEES SUCH AS INTERCHANGE, NETWORK FEES, FINES, PENALTIES, ASSESSMENTS, AND CHARGEBACKS) IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

You agree to defend, indemnify, and hold harmless Numbers Payments and its officers, directors, employees, agents, affiliates, and partners from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your business, products, or services; (b) your violation of applicable law or card network rules; (c) your use or misuse of the Services; (d) your breach of these Terms; or (e) disputes between you and your customers.

17. Suspension and Termination

We may suspend or terminate your access to the Services at any time if we reasonably believe you have violated these Terms, pose unacceptable risk, or if required by an acquiring bank, card network, or law. Upon termination, you must stop using the Services. Sections intended to survive termination will survive, including confidentiality, disclaimers, limitation of liability, indemnification, and governing law.

18. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. You agree that any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction and venue in those courts.

19. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will update the "Last Updated" date above and may provide additional notice by posting on our website or through the Services. Your continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

20. Contact

Numbers Payments, Inc.
[Insert Address]
legal@numberspayments.com