Welcome to Usio, Inc. (“Usio”); throughout the site, the terms “we”, “us” and “our” refer to  Usio. The Terms of Service (“Agreement”) is a legal agreement between you and Usio which govern your use of our website (https://www.usio.com) and any services provided  by Usio (collectively, the “Services”).  

Please read these Terms of Service carefully before accessing the website or using our Services. By accessing or using any part of the site and/or Services, you agree to comply  with and be bound by these Terms of Service. If you do not agree to all the terms and  conditions of this agreement, then you may not access the website or use any services.  

We reserve the right to update, change or replace any part of these Terms of Service by  posting updates and/or changes to our website. It is your responsibility to check this page  periodically for changes. Your continued use of or access to the website following the  posting of any changes constitutes acceptance of those changes. 

Services 

Usio provides payment processing and related services that allow you to accept payments  from your customers. These services include: 

– Payment gateway and transaction processing 

– Fraud detection and prevention 

– Payment reporting and analytics 

– Print & Mailing  

– Card Issuing  

– Card Processing  

– Other related services, which may be added from time to time 

You agree to use the Services only for legitimate and lawful purposes and in compliance  with applicable laws and regulations. 

General Conditions  

By agreeing to these Terms of Service, you represent that you are at least the age of majority  in your state or province of residence, or that you are a guardian who is of the age of  majority in your state or province of residence, and you have given us your consent to allow  any of your minor dependents to use this site. You may not use our Services for any illegal  or unauthorized purpose nor may you, in the use of the Service, violate any laws in your  jurisdiction (including but not limited to copyright laws). You must not transmit any worms  or viruses or any code of a destructive nature. A breach or violation of any of the Terms will  result in an immediate termination of your Services. 

We reserve the right to refuse service to anyone for any reason at any time. You agree not to  reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the 

Service, or access to the Service or any contact on the website through which the service is  provided, without express written permission by us. The headings used in this agreement  are included for convenience only and will not limit or otherwise affect these Terms. Accuracy, Completeness, and Timeliness of Information 

We are not responsible if information made available on this site is not accurate, complete,  or current. The material on this site is provided for general information only and should not  be relied upon or used as the sole basis for making decisions without consulting primary,  more accurate, more complete, or more timely sources of information. Any reliance on the  material on this site is at your own risk. This site may contain certain historical information.  Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no 

obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. 

Personal Information 

Your submission of personal information through the store is governed by our Privacy  Policy. To view our Privacy Policy, please visit, https://usio.com/privacy-policy-usio/. 

User Responsibilities 

You are responsible for: 

– Providing accurate information about your business, including legal entity, address,  and contact details. 

– Maintaining the security of your account and ensuring that login credentials are  kept confidential. 

 – Ensuring that your use of the Services complies with applicable laws, including data  protection and anti-money laundering regulations. 

– Promptly notifying Usio of any unauthorized use of your account or any other  breach of security. 

– Providing timely and accurate information required for payment processing, such as  transaction details and customer data. 

Usio may suspend or terminate your access to the Services if it determines that your  account is being used in violation of this Agreement or applicable laws. 

Prohibited Activities 

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited  from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to  perform or participate in any unlawful acts; (c) to violate any international, federal,  provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or  violate our intellectual property rights or the intellectual property rights of others; (e) to  harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on  gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to 

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submit false or misleading information; (g) to upload or transmit viruses or any other type  of malicious code that will or may be used in any way that will affect the functionality or  operation of the Service or of any related website, other websites, or the Internet; (h) to  collect or track the personal information of others; (i) to spam, phish, pharm, pretext,  spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or  circumvent the security features of the Service or any related website, other websites, or  the Internet. We reserve the right to terminate your use of the Service or any related  website for violating any of the prohibited uses. 

Usio reserves the right to terminate your account or restrict access to the Services if you  are found to be in violation of this section. 

Data Security and Privacy 

Usio will implement reasonable measures to protect your data and your customers’  payment information. You are responsible for maintaining compliance with applicable data  protection laws, including but not limited to the Payment Card Industry Data Security  Standard (PCI DSS). 

Usio may collect, use, and disclose your data as necessary to provide the Services, comply  with legal obligations, and enhance its offerings. Our Privacy Policy governs the collection  and use of your data and is incorporated by reference into this Agreement. 

Termination 

The obligations and liabilities of the parties incurred prior to the termination date shall  survive the termination of this agreement for all purposes. These Terms of Service are  effective unless and until terminated by either you or us. You may terminate these Terms of  Service at any time by notifying us that you no longer wish to use our Services, or when you  cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to  comply with any term or provision of these Terms of Service, we also may terminate this  agreement at any time without notice and you will remain liable for all amounts due up to  and including the date of termination; and/or accordingly may deny you access to our  Services (or any part thereof). 

Disclaimer of Warranties; Limitation of Liability  

We do not guarantee, represent, or warrant that your use of our site and/or Service will be  uninterrupted, timely, secure, or error-free. We do not warrant that the results that may be  obtained from the use of the Service will be accurate or reliable. You agree that from time to  time we may remove the Service for indefinite periods of time or cancel the Service at any  time, without notice to you. 

You expressly agree that your use of, or inability to use, the Service is at your sole risk. The  Service and all products and services delivered to you through the Service are (except as  expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any 

representation, warranties, or conditions of any kind, either express or implied, including  all implied warranties or conditions of merchantability, merchantable quality, fitness for a  particular purpose, durability, title, and non-infringement. In no case shall Usio, our  directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service  providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental,  punitive, special, or consequential damages of any kind, including, without limitation lost  profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages,  whether based in contract, tort (including negligence), strict liability or otherwise, arising  from your use of any of the service or any products procured using the service, or for any  other claim related in any way to your use of the service or any product, including, but not  limited to, any errors or omissions in any content, or any loss or damage of any kind  incurred as a result of the use of the service or any content (or product) posted, transmitted,  or otherwise made available via the service, even if advised of their possibility. Because  some states or jurisdictions do not allow the exclusion or the limitation of liability for  consequential or incidental damages, in such states or jurisdictions, our liability shall be  limited to the maximum extent permitted by law. 

In any event, Usio’s total liability to you for any claim arising out of or related to this  Agreement will not exceed the total amount of fees paid by you to Usio in the twelve  months preceding the event giving rise to the claim. 

Indemnification 

You agree to indemnify and hold harmless Usio, its affiliates, officers, directors, and  employees from any claims, damages, liabilities, and expenses (including reasonable  attorneys’ fees) arising out of your use of the Services, violation of this Agreement, or  violation of applicable laws and regulations. 

Alternative Dispute Resolution  

Agreement to Arbitrate: You and Usio agree that any dispute, claim, or controversy  arising out of or relating to these Terms of Service, your use of the Service, or any other  aspect of your relationship with Usio shall be settled by binding arbitration administered  by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration  Rules. 

Location and Jurisdiction: The arbitration shall take place in San Antonio, Texas, unless  you and Usio agree otherwise. The arbitrator shall apply the laws of the State of Texas,  without regard to its conflict of law principles. 

Resolving Disputes: You may bring claims only on your own behalf and not on behalf of  any class or other third party, and you waive the right to bring or participate in any class  action, representative, or consolidated proceeding. The arbitrator shall have the authority  to grant any remedy available under applicable law. 

Fees and Costs: Each party shall bear its own costs and expenses, and the arbitrator may  award the costs of arbitration, including reasonable attorney’s fees, to the prevailing party. Right to Opt-Out: You have the right to opt-out of this arbitration agreement within 30  days of your acceptance of these Terms of Service. If you opt-out, you agree that any dispute  will be resolved in court rather than through arbitration.

Changes to Arbitration Provision: Usio reserves the right to modify, amend, and remove,  this arbitration clause. If a modification substantially changes your rights, we will notify you  in writing and give you the option to opt-out as described above. 

Governing Law and Jurisdiction 

This the Terms shall be governed by and construed in accordance with the laws of the State  of Texas, United States of America. Any disputes arising out of or related to this Agreement  will be resolved in the courts of District Court of Bexar County. 

Miscellaneous 

Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without Usio’s prior written consent. 

Waiver: The failure of Usio to enforce any right or provision of this Agreement will not  constitute a waiver of such right or provision. 

Entire Agreement: These Terms of Service and any policies or operating rules posted by us  on this site or in respect to The Service constitutes the entire agreement and understanding  between you and us and govern your use of the Service, superseding any prior or  contemporaneous agreements, communications and proposals, whether oral or written,  between you and us (including, but not limited to, any prior versions of the Terms of  Service). 

Severability: In the event that any provision of these Terms of Service is determined to be  unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the  fullest extent permitted by applicable law, and the unenforceable portion shall be deemed  to be severed from these Terms of Service, such determination shall not affect the validity  and enforceability of any other remaining provisions. 

Superseding Agreements. Any agreement entered into by the consumer, corporate, or  governmental entity and Usio, shall supersede these Terms of Service. Such agreement  shall govern any conflicting terms between the agreement and these Terms of Services.  

Any ambiguities in the interpretation of these Terms of Service shall not be construed  against the drafting party.