Terms & Conditions

These Terms & Conditions (“Terms”) govern access to and use of the Paydios website, payment platform, merchant dashboard, APIs, payment technology, payment processing services, and related products and services (collectively, the “Services”).

Paydios is operated by ZeroFlux Technologies, Inc. and its applicable affiliates and subsidiaries (“Paydios,” “we,” “us,” or “our”).

By creating an account, applying to use the Services, accessing the Services, or processing transactions through Paydios, you (“Merchant,” “you,” or “your”) agree to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

For purposes of these Terms:

“Merchant” means the individual or legal entity approved to use the Services.

“Customer” means a person or entity purchasing goods or services from a Merchant.

“Payment Partner” means any bank, acquiring institution, payment processor, card network, wallet provider, alternative payment provider, financial institution, payment-method provider, or other third party involved in providing or facilitating payment services.

“Transaction” means a payment, refund, reversal, chargeback, or other payment-related transaction processed through the Services.

“Merchant Funds” means funds payable to a Merchant in connection with Transactions.

“Chargeback” means a reversal or dispute of a Transaction initiated through a

card issuer, bank, payment provider, payment network, or other applicable institution.

You must have the legal capacity and authority to enter into these Terms.

If you use Paydios on behalf of a company, partnership, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

Paydios may restrict availability of the Services based on:

• Merchant location;
• Customer location;
• Business type;
• Transaction type;
• Payment method;
• Currency;
• Regulatory requirements;
• Payment Partner requirements;
• Risk considerations; or
• Other operational considerations.

Approval to use one Paydios service does not guarantee approval for any other Paydios service or payment method.

Paydios provides payment technology and related infrastructure that may allow

eligible Merchants to:

• Accept supported payment methods;
• Connect to payment processing services;
• Integrate payment APIs;
• Manage Transactions;
• Facilitate refunds;
• Access transaction reporting;
• Receive settlements through supported arrangements;
• Offer supported local and international payment methods;
• Manage payment-related information; and
• Use other payment technology made available by Paydios.

Paydios may provide these Services directly or through Payment Partners.

Not every payment method, currency, country, feature, or service is available to every Merchant.

Paydios may rely on Payment Partners to provide or facilitate some or all payment services.

These parties may include:

• Banks;
• Acquiring institutions;
• Payment processors;
• Card networks;
• Wallet providers;
• Alternative payment providers;
• Financial institutions;
• Fraud-prevention providers;
• Identity-verification providers;
• Compliance providers; and
• Other financial or technology service providers.

Payment Partners may impose additional requirements, restrictions, transaction limits, reserves, settlement conditions, or compliance requirements.

The Merchant agrees to comply with applicable requirements communicated by Paydios or its Payment Partners.

Before using certain Services, the Merchant may be required to complete an application and verification process.

Paydios may request:

• Legal name;
• Business name;
• Business registration information;
• Business address;
• Ownership information;
• Beneficial ownership information;
• Director and officer information;
• Tax information;
• Government identification;
• Proof of address;
• Website information;
• Product and service information;
• Expected processing volume;
• Average transaction value;
• Target markets;
• Processing history;
• Financial information;
• Licenses and permits; and
• Other information reasonably required for underwriting, compliance, risk management, or regulatory purposes.

Submitting an application does not guarantee approval.

Paydios may approve, reject, conditionally approve, suspend, or limit an application.

The Merchant represents and warrants that all information provided to Paydios is accurate, complete, current, and not misleading.

The Merchant must promptly update Paydios if information changes, including:

• Ownership;
• Directors;
• Beneficial owners;
• Business activities;
• Products or services;
• Website;
• Business location;
• Processing countries;
• Expected transaction volume;
• Settlement information; or
• Any other material information provided during onboarding.

The Merchant must not conceal its actual business model or use Paydios to process Transactions for an undisclosed third party.

Paydios may conduct or facilitate:

• Know Your Customer (“KYC”) checks;
• Know Your Business (“KYB”) checks;
• Beneficial ownership verification;
• Identity verification;
• Sanctions screening;
• Anti-money-laundering screening;
• Fraud screening;
• Transaction monitoring;
• Risk assessments; and
• Other compliance reviews.

The Merchant authorizes Paydios and applicable Payment Partners to conduct

such checks where reasonably necessary.

Paydios may request additional information at any time.

Failure to provide requested information may result in suspension, restrictions, delayed settlement, additional reserves, termination, or other appropriate action.

The Merchant is solely responsible for:

• Its products and services;
• Fulfillment of orders;
• Customer support;
• Product descriptions;
• Pricing;
• Refund and cancellation policies;
• Compliance with applicable law;
• Customer disclosures;
• Protection of customer information;
• Transaction accuracy;
• Dispute management;
• Chargeback responses;
• Taxes and government obligations; and
• Compliance with these Terms and applicable Paydios policies.

The Merchant must not use Paydios for prohibited or unauthorized activities.

The Merchant may not use Paydios for activities listed in the Paydios Prohibited & Restricted Businesses Policy .

Paydios may impose additional requirements on restricted businesses, including:

• Enhanced due diligence;
• Additional documentation;
• Specific Payment Partners;
• Transaction limits;
• Reserves;
• Delayed settlement;
• Additional monitoring; or
• Written approval.

Paydios may refuse to process any business or Transaction that it reasonably determines presents unacceptable legal, regulatory, financial, fraud, operational, reputational, or security risk.

Transactions may be processed through Paydios or applicable Payment Partners.

Paydios does not guarantee that any Transaction will be approved or successfully completed.

A Transaction may be:

• Declined;
• Delayed;
• Reversed;
• Refunded;
• Blocked;
• Suspended;
• Held; or
• Otherwise restricted.

Reasons may include:

• Fraud concerns;
• Risk controls;
• Insufficient funds;
• Payment-method restrictions;
• Technical problems;
• Bank requirements;
• Payment-network rules;
• Regulatory requirements;
• Merchant restrictions; or
• Payment Partner requirements.

The Merchant agrees to pay applicable fees disclosed during onboarding, through the Paydios platform, in a commercial agreement, or otherwise communicated by Paydios.

Fees may include:

• Processing fees;
• Payment-method fees;
• Currency-conversion fees;
• Payout fees;
• Withdrawal fees;
• Chargeback fees;
• Dispute fees;
• Refund-related fees; and
• Other applicable service fees.

Paydios may change pricing prospectively in accordance with the applicable commercial agreement.

Settlement timing depends on factors including:

• Payment method;
• Payment Partner;
• Acquiring institution;
• Country;
• Currency;
• Merchant risk;
• Transaction history;
• Chargeback exposure;
• Compliance requirements; and
• Other operational considerations.

Paydios does not guarantee a particular settlement time unless expressly agreed in writing.

Paydios may delay, restrict, reserve, or withhold settlement in accordance with these Terms.

Paydios may establish a reserve, rolling reserve, delayed settlement arrangement, transaction limit, or other financial control where reasonably necessary to protect against actual or anticipated exposure.

Such exposure may include:

• Chargebacks;
• Refunds;
• Reversals;
• Fraud;
• Customer claims;
• Undelivered goods or services;
• Network assessments;
• Processing fees;
• Negative balances;
• Regulatory obligations;
• Merchant-default risk; or
• Payment Partner requirements.

The amount and duration of a reserve may depend on the Merchant's risk profile and applicable circumstances.

Paydios may, without prior notice , immediately suspend, restrict, limit, disable, or terminate access to all or any part of the Services where Paydios reasonably determines that such action is necessary or appropriate.

Circumstances may include:

• Suspected fraud;
• Excessive or unusual Chargebacks;
• Excessive refunds;
• Excessive customer complaints;
• Failure to deliver goods or services;
• Misrepresentation;
• Violation of these Terms;
• Violation of Paydios policies;
• KYC or KYB concerns;
• AML concerns;
• Sanctions concerns;
• Regulatory concerns;
• Security concerns;
• Prohibited business activity;
• Unauthorized processing;
• Material changes in the Merchant's business;
• Insolvency or financial distress;
• Increased Merchant-default risk;
• Instructions from a Payment Partner;
• Payment-network requirements;
• Government or regulatory requirements; or
• Any other circumstance where Paydios reasonably believes immediate action is necessary to protect Paydios, its customers, Merchants, Payment Partners, or the payment ecosystem.

Where permitted and reasonably practicable, Paydios may notify the Merchant of the reason for a suspension.

However, Paydios is not required to provide advance notice where doing so could increase risk, interfere with an investigation, compromise security, violate a legal obligation, or conflict with a Payment Partner requirement.

Where reasonably necessary, Paydios may delay, suspend, restrict, reserve, or withhold Merchant Funds.

A hold may apply to some or all funds associated with a Merchant account.

Paydios may hold funds to cover actual or reasonably anticipated:

• Chargebacks;
• Refunds;
• Reversals;
• Fraud losses;
• Customer claims;
• Network assessments;
• Processing fees;
• Negative balances;
• Regulatory obligations;
• Undelivered goods or services;
• Merchant-default exposure; or
• Other amounts the Merchant may owe.

Where Paydios determines that a hold is reasonably necessary, Paydios may retain or restrict affected Merchant Funds for a period of up to 180 days following the applicable Transaction, suspension, account closure, or other triggering event.

The purpose of the hold is to allow sufficient time for applicable:

• Chargebacks;
• Refunds;
• Disputes;
• Reversals;
• Fraud claims;
• Customer complaints;
• Network assessments; and
• Other payment-related liabilities

to become known and be resolved.

The applicable period may vary depending on the Merchant, payment method,

Transaction type, Payment Partner, and risk circumstances.

If during the applicable hold period Paydios receives or reasonably anticipates additional:

• Chargebacks;
• Disputes;
• Refunds;
• Reversals;
• Customer claims;
• Fraud claims;
• Network assessments; or
• Other liabilities

relating to the Merchant's Transactions, Paydios may extend the applicable hold for an additional period reasonably necessary to address the outstanding or anticipated exposure.

Where appropriate, Paydios may extend a hold for additional periods of up to 180 days at a time while unresolved or reasonably anticipated liabilities remain.

The expiration of an initial 180-day period does not require Paydios to release funds if doing so would leave Paydios reasonably exposed to an existing or anticipated payment obligation.

Paydios will release remaining funds when it reasonably determines that applicable obligations and exposure have been resolved, subject to applicable law, contractual obligations, Payment Partner requirements, and amounts owed by the Merchant.

Customers may dispute Transactions through their bank, card issuer, wallet provider, Payment Partner, or other applicable institution.

The Merchant is responsible for legitimate Chargebacks, refunds, reversals, dispute-related costs, and other obligations attributable to its Transactions.

Paydios may:

• Respond to Chargebacks;
• Provide transaction information;
• Request evidence from the Merchant;
• Accept or contest a Chargeback;
• Deduct Chargeback amounts;
• Apply reserves;
• Hold funds; and
• Take other reasonable risk-management actions.

Paydios does not guarantee that any Chargeback will be successfully contested.

Paydios may independently review customer complaints relating to Transactions processed through the Services.

If a customer contacts Paydios claiming that they:

• Did not receive the purchased goods or services;
• Received goods or services materially different from what was represented;
• Were charged for goods or services that were not provided;
• Were subject to an unauthorized or potentially fraudulent Transaction; or
• Have another legitimate payment-related complaint,

Paydios may investigate the matter.

Following its review, Paydios may, without obtaining prior approval from the Merchant:

• Issue a full refund;
• Issue a partial refund;
• Reverse or cancel a Transaction where technically and legally possible;
• Initiate a payment dispute process;
• Restrict related funds;
• Require evidence of fulfillment; or
• Take other reasonable customer-protection measures.

By using Paydios, the Merchant expressly authorizes Paydios to take these actions in accordance with these Terms and applicable Paydios policies.

Paydios will generally notify the Merchant after issuing such a refund where reasonably practicable.

Notification may be delayed or withheld where required or permitted by law, payment-network rules, fraud-prevention requirements, security considerations, or Payment Partner requirements.

Unless otherwise agreed in writing, the Merchant remains financially responsible for refunds issued by Paydios relating to the Merchant's Transactions.

Paydios may recover a refund amount by:

• Deducting it from the Merchant's available balance;
• Deducting it from future settlements;
• Applying reserve funds;
• Offsetting it against amounts otherwise payable to the Merchant; or
• Using another lawful recovery method.

If insufficient funds are available, the refunded amount becomes an outstanding amount owed by the Merchant to Paydios.

If a customer claims that goods or services were not delivered, Paydios may request evidence from the Merchant.

Evidence may include:

• Delivery confirmation;
• Tracking information;
• Service completion records;
• Customer communications;
• Digital delivery records;
• Access or login records;
• Proof of fulfillment; or
• Other relevant documentation.

If the Merchant fails to provide sufficient evidence within the timeframe requested by Paydios, Paydios may issue a refund, reverse a Transaction,

maintain or increase a reserve, extend a funds hold, or take other appropriate action.

Where a Transaction is reported as unauthorized or potentially fraudulent, Paydios may investigate and may:

• Refund the customer;
• Reverse the Transaction;
• Block the Transaction;
• Hold related funds;
• Suspend the Merchant account; or
• Take other reasonable action.

Paydios may cooperate with banks, Payment Partners, card networks, regulators, law-enforcement authorities, and other relevant parties.

Closing, suspending, or terminating a Merchant account does not eliminate obligations relating to Transactions processed before closure.

Chargebacks, refunds, reversals, fraud claims, network assessments, and other liabilities may arise after termination.

The Merchant remains responsible for such obligations.

Paydios may retain or recover sufficient funds to satisfy such obligations.

To the extent permitted by applicable law and contractual arrangements, Paydios may set off amounts owed by a Merchant against:

• Available account balances;
• Pending settlements;
• Future settlements;
• Reserve funds; or
• Other amounts payable by Paydios to the Merchant.

If available funds are insufficient, the Merchant remains responsible for the outstanding balance.

Paydios may use lawful methods to recover amounts owed.

Paydios is not required to advance its own funds to satisfy a Merchant's:

• Chargebacks;
• Refunds;
• Reversals;
• Penalties;
• Network assessments;
• Customer claims; or
• Other payment obligations.

If Paydios advances funds on behalf of a Merchant, the Merchant remains

responsible for reimbursing Paydios unless otherwise agreed in writing.

The Merchant must cooperate with Paydios in connection with:

• Chargebacks;
• Refunds;
• Fraud investigations;
• Customer complaints;
• Compliance reviews;
• Payment investigations;
• Regulatory requests; and
• Risk assessments.

The Merchant must provide requested information within the timeframe specified by Paydios.

Failure to cooperate may result in continued suspension, additional reserves, extended funds holds, refunds, reversals, termination, or other appropriate action.

Paydios may limit information provided regarding a suspension, hold, reserve, Transaction restriction, fraud determination, or other risk decision where disclosure could:

• Compromise fraud-prevention systems;
• Reveal security controls;
• Interfere with an investigation;
• Violate applicable law;
• Violate a Payment Partner requirement; or
• Create additional risk.

Nothing in these Terms prevents Paydios from providing information where disclosure is required by applicable law.

The Merchant is responsible for protecting:

• Account credentials;
• Passwords;
• API keys;
• Authentication credentials;
• Access tokens; and
• Other security information.

The Merchant must immediately notify Paydios of suspected:

• Unauthorized access;
• Credential compromise;
• Fraud;
• Unauthorized Transactions; or
• Security incidents.

Merchants using Paydios APIs must:

• Follow applicable documentation;
• Protect API credentials;
• Respect rate and usage limits;
• Avoid abusive requests;
• Not bypass security controls;
• Not interfere with Paydios infrastructure;
• Maintain appropriate security practices; and
• Use the APIs only for authorized purposes.

Paydios may modify API functionality, availability, technical limits, or requirements where reasonably necessary.

The Paydios platform, software, APIs, documentation, designs, trademarks, branding, interfaces, and related technology are owned by or licensed to Paydios. Except as expressly permitted, the Merchant may not:

• Copy;
• Modify;
• Reverse engineer;
• Decompile;
• Distribute;
• Resell;
• Sublicense; or
• Commercially exploit

Paydios technology.

The Merchant grants Paydios the rights reasonably necessary to process and use information submitted through the Services for purposes including:

• Providing the Services;
• Processing Transactions;
• Fraud prevention;
• Risk management;
• Compliance;
• Customer support;
• Reporting;
• Security; and
• Legal and regulatory requirements.

Paydios may process personal information in accordance with the Paydios Privacy Policy .

The Services may depend on third-party services.

Paydios is not responsible for failures, delays, outages, restrictions, or changes caused by third-party banks, Payment Partners, card networks, payment methods, telecommunications providers, cloud providers, or other external services, except to the extent liability cannot lawfully be excluded.

To the maximum extent permitted by applicable law, the Services are provided without guarantees that they will always be:

• Available;
• Uninterrupted;
• Error-free;
• Secure; or
• Suitable for every particular purpose.

Paydios does not guarantee:

• Approval of any Transaction;
• Approval of any Merchant;
• Availability of any payment method;
• A specific processing volume;
• A specific settlement time;
• Prevention of all fraud;
• Prevention of all Chargebacks; or
• Continued availability of any particular Payment Partner.

To the maximum extent permitted by applicable law, Paydios and its affiliates, officers, directors, employees, agents, and service providers will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or related to:

• Use or inability to use the Services;
• Transaction failures;
• Payment Partner failures;
• Business interruption;
• Lost profits;
• Lost revenue;
• Lost data;
• Loss of goodwill; or
• Other indirect losses.

To the maximum extent permitted by law, Paydios's aggregate liability arising out of or relating to the Services or these Terms will not exceed the amount of fees actually paid by the Merchant to Paydios during the twelve months immediately preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot legally be limited or excluded under applicable law.

To the maximum extent permitted by applicable law, the Merchant agrees to indemnify, defend, and hold harmless Paydios and its affiliates, officers, directors, employees, agents, and service providers from claims, losses, liabilities, damages, penalties, costs, and expenses arising from or relating to:

• The Merchant's use of the Services;
• The Merchant's products or services;
• Violation of these Terms;
• Violation of applicable law;
• Fraudulent or unauthorized activity associated with the Merchant;
• Customer claims relating to the Merchant's goods or services;
• Intellectual-property infringement;
• Taxes or governmental obligations; or
• The Merchant's breach of representations or warranties.

Paydios may suspend, restrict, or terminate a Merchant account in accordance with these Terms.

The Merchant may request termination by contacting Paydios.

Termination does not eliminate obligations relating to:

• Chargebacks;
• Refunds;
• Reversals;
• Fees;
• Negative balances;
• Reserves;
• Funds holds;
• Indemnification;
• Confidentiality;
• Intellectual property;
• Dispute resolution; or
• Other amounts owed.

Any provisions that by their nature should survive termination will survive termination of these Terms.

This includes provisions concerning:

• Payment obligations;
• Chargebacks;
• Refunds;
• Reversals;
• Reserves;
• Funds holds;
• Setoff;
• Indemnification;
• Limitation of liability;
• Intellectual property;
• Confidentiality;
• Dispute resolution; and
• Governing law.

Paydios may update these Terms from time to time.

Material changes may be communicated through:

• The Paydios website;
• Merchant dashboard;
• Email;
• Account notifications; or
• Other reasonable methods.

The updated Terms will become effective on the stated effective date.

Continued use of the Services after the effective date constitutes acceptance of the updated Terms to the extent permitted by applicable law.

These Terms and the relationship between the Merchant and Paydios will be governed by the laws specified in the applicable merchant agreement or other written commercial agreement between the parties.

If no separate written agreement specifies governing law, the laws applicable to the Paydios entity providing the relevant Services will apply, without regard to conflict-of-law principles, except to the extent mandatory law requires otherwise.

Before initiating formal proceedings, the parties should attempt in good faith to resolve any dispute by contacting:

legal@paydios.io

If the dispute cannot be resolved informally, then, to the maximum extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, Transactions, or the relationship between the Merchant and Paydios will be resolved through individual binding arbitration rather than in court.

The arbitration will be conducted under the Federal Arbitration Act and applicable arbitration rules selected by Paydios and the Merchant's applicable agreement.

The arbitration will be conducted on an individual basis.

Neither the Merchant nor Paydios may participate in a class action or class-wide arbitration concerning claims covered by this arbitration provision, to the extent such waiver is enforceable under applicable law.

The arbitrator may award any remedy that would otherwise be available to the parties under applicable law.

Nothing in this section prevents a party from:

• Seeking temporary or preliminary injunctive relief where permitted;
• Bringing an eligible claim in small claims court where applicable;
• Reporting conduct to a governmental or regulatory authority; or
• Exercising a right that cannot lawfully be waived or subjected to arbitration.

Nothing in this section limits any mandatory statutory right or remedy that applicable law prohibits the parties from waiving.

To the maximum extent permitted by applicable law, disputes covered by the arbitration provision must be brought only on an individual basis.

Neither party may participate as a plaintiff, claimant, class representative, or member of a class action concerning claims covered by these Terms.

If applicable law prevents enforcement of this waiver for a particular claim, that claim will proceed only to the extent required by applicable law.

To the maximum extent permitted by applicable law, where a dispute is permitted to proceed in court rather than arbitration, the parties knowingly and voluntarily waive the right to a jury trial.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

The invalid provision will be modified or limited only to the extent necessary to make it enforceable, where permitted by law.

A failure by Paydios to enforce any provision of these Terms does not constitute a waiver of that provision or Paydios's right to enforce it later.

Any temporary release of funds, settlement of a dispute, failure to suspend an account, or decision not to exercise a particular right does not waive Paydios's other rights.

The Merchant may not assign or transfer its rights or obligations under these Terms without Paydios's prior written consent.

Paydios may assign or transfer these Terms in connection with:

• A merger;
• Acquisition;
• Corporate restructuring;
• Sale of assets;
• Financing;
• Transfer of a business line; or
• Other corporate transaction.

These Terms, together with the Paydios Privacy Policy, Refund & Cancellation Policy, Prohibited & Restricted Businesses Policy, applicable pricing, merchant agreement, and other agreements expressly incorporated into these Terms, constitute the agreement between the Merchant and Paydios concerning the Services.

If there is a conflict between these Terms and a separately executed written merchant agreement, the separately executed agreement will control to the extent of the conflict.

The Merchant agrees that electronic acceptance of these Terms, including acceptance through a checkbox, electronic signature, account registration, API onboarding, or continued use of the Services, constitutes a legally binding acceptance of these Terms to the extent permitted by applicable law.

The Merchant agrees that Paydios may maintain electronic records of acceptance, including:

• Date and time;
• Account information;
• IP address;
• Device or browser information;
• Version of the Terms accepted; and
• Other reasonable evidence of acceptance.

For general support:

help@paydios.io

For legal, compliance, privacy, or contractual matters:

legal@paydios.io

For sales and commercial inquiries:

sales@paydios.io

United States

ZeroFlux Technologies, Inc. / Paydios 169 Washington AveDover, NJ 07801 United States

Pakistan

ZeroFlux Technologies (Private) Limited Office No. 8, 4th Floor, Trade Center, Business Park B Block, Gulberg GreensIslamabad Capital TerritoryPakistan

By creating, accessing, or using a Paydios account or processing Transactions through Paydios, the Merchant acknowledges that it has read, understood, and agreed to these Terms & Conditions and the policies incorporated into them.