XLY Terms of Service
Important: Please read this Agreement carefully. By using XLY services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. This Agreement does not constitute legal advice; please consult your legal counsel if you have questions.
1. Agreement and Scope
This XLY Terms of Service ("Agreement") is a legal agreement between you and XLY Technology LLC (a Colorado Limited Liability Company, Entity ID #20261453307, registered with the Colorado Secretary of State, hereinafter "XLY," "we," or "us"). This Agreement applies to your access to or use of XLY websites, merchant dashboards, payment links, APIs, order and transaction management features, and related support services (collectively, the "Services").
When you use the Services as an individual, "you" refers to that individual; when you use the Services on behalf of a business or organization, "you" refers to that entity and the authorized representative who confirms their authority to bind it to this Agreement. Creating an account, creating a payment link, calling an API, continuing to use the Services, or confirming payment on a payment page constitutes acceptance of this Agreement and the XLY Privacy Policy.
2. Definitions
"Merchant" means a business or individual that uses the Services to display goods or services, create orders, or collect payments. "Payer" means an individual or organization that initiates a payment through a payment link or XLY payment interface. "Transaction Data" means information relating to orders, payments, refunds, disputes, settlement, and risk review. "Payment Service Provider" means a third party that provides payment processing, banking, card network, e-wallet, fund settlement, or risk services. "Applicable Law" includes laws, regulatory rules, and payment network rules binding on transactions or the Services.
3. Accounts, Authorization, and Security
Merchants must provide true, complete, accurate, and promptly updated registration, identity, contact, settlement, and tax information. We may request additional documentation, verify the identity of authorized representatives, or restrict accounts that cannot be verified, to the extent permitted by law. You must safeguard passwords, access tokens, API keys, webhook secrets, and device permissions, and must not disclose, sell, rent, or transfer them to unauthorized persons. Upon discovering credential leakage, unauthorized access, or a security incident, you must notify us immediately and take reasonable remedial measures. Merchants are responsible for the actions of their employees, contractors, agents, and other authorized users.
4. Services and Limited License
Subject to your continued compliance with this Agreement, XLY grants you a limited, revocable, non-transferable, non-sublicensable license to access and use the Services solely for your own lawful business purposes. The Services are licensed, not sold. We may make reasonable adjustments to features, support scope, available regions, or access conditions for security, maintenance, compliance, third-party requirements, or product updates.
Unless otherwise agreed in writing, XLY provides technology and transaction management services. The seller, provider, and party responsible for fulfillment of goods or services is the Merchant that created the payment link; sales, delivery, quality, after-sales, tax, refund, and consumer disputes between the Merchant and Payer are the responsibility of that Merchant.
5. Merchant Responsibilities
Merchants may only create payment links for lawful, genuine, and fulfillable goods or services, and must clearly disclose product descriptions, prices, currencies, taxes and fees, delivery timelines, cancellation and refund rules, and contact channels. Merchants must obtain the notices, consents, and authorizations required to process customer personal information and initiate transactions, comply with Applicable Law, payment network rules, and agreements with Payment Service Providers, and promptly handle customer inquiries, refunds, chargebacks, and disputes. Merchants are solely responsible for determining, collecting, reporting, and paying taxes related to their business, unless the law expressly requires XLY to handle them.
6. Payers and Payment Links
The payment page displays the order name, amount, and currency provided by the Merchant. Payers should verify order information before confirming payment; if you have questions about goods, services, delivery, or refunds, contact the Merchant first. Submitting payment information and confirming payment authorizes the transaction in the amount and currency displayed on the page, and constitutes agreement to any applicable rules of the relevant payment method, financial institution, or Payment Service Provider.
Payment links may be deactivated, expired, limited, or subject to risk controls by the Merchant. A page displaying "processing," "pending confirmation," or similar status does not indicate that the transaction has succeeded; the final status is determined by the payment processing result, order records, and Applicable Law.
7. Payments, Refunds, Chargebacks, and Disputes
Transactions may be approved, declined, delayed, reversed, returned, or reviewed. Payment Service Providers, financial institutions, or payment networks may take action based on their rules, and XLY cannot guarantee that every transaction will succeed. We may retain, display, or provide transaction records to relevant parties when necessary to support payment confirmation, reconciliation, fraud prevention, refunds, chargebacks, disputes, or compliance procedures.
Merchants must process refunds in accordance with their published refund policies and Applicable Law. Refund timing and availability are subject to the original payment method, bank, and Payment Service Provider processing. In the event of chargebacks, disputes, investigations, suspected fraud, or erroneous payments, related funds may be held, adjusted, withdrawn, or offset; Merchants must promptly provide reasonably requested evidence and assistance.
8. Fees, Taxes, and Settlement
Service fees, payment processing fees, refund fees, dispute fees, currency conversion fees, settlement cycles, and other amounts are as set forth in the rates displayed in the merchant dashboard, written agreements between the parties, or XLY's published rate schedules. Except as otherwise provided by Applicable Law or written agreement, fees already incurred are non-refundable. We may adjust future fees within the notice period required by law.
As required by law, regulators, Payment Service Providers, or payment networks, we may deduct payable fees, refunds, chargebacks, taxes, fines, or other amounts you owe from settleable funds, or take other recovery measures permitted by law. Settlement does not relieve Merchants of liability for refunds, disputes, fraud, or unlawful conduct.
9. Restricted Uses, Risk Controls, and Compliance
You must not use the Services to engage in or facilitate illegal, fraudulent, deceptive, exploitative, infringing, harmful, or sanctioned activities; must not process unauthorized payments, fictitious transactions, money laundering, terrorist financing, evasion of risk controls, or evasion of payment network rules; must not interfere with the Services, probe non-public systems, circumvent technical restrictions, distribute malicious code, or impersonate others. Prohibited or restricted business categories include but are not limited to: illegal goods or services, fraudulent businesses, adult content (where prohibited by Applicable Law), gambling (unlicensed), drugs and controlled substances, weapons and ammunition, money laundering or terrorist financing-related activities, and other categories prohibited by payment network rules. We may decline, delay, restrict, review, or reverse transactions, payment links, or account access based on legal obligations, risk assessments, Payment Service Provider requirements, or reasonable security judgment.
10. Data, Privacy, and Security
Both parties must comply with applicable data protection laws and the XLY Privacy Policy. Before providing Payer information to XLY or allowing its collection, Merchants must provide necessary notices and obtain necessary rights and authorizations. XLY will take reasonable administrative, technical, and organizational measures to protect information under its control, but no Internet transmission, system, or storage method can guarantee absolute security.
You must not collect or upload full payment card numbers, verification codes, or other sensitive payment data that should not be processed by XLY's general services through ordinary forms, chats, emails, notes, or unsupported fields. In the event of a personal information or credential breach related to your systems, you must promptly notify XLY and cooperate with reasonable investigations.
11. Third-Party Services
Some Services rely on Payment Service Providers, banks, cloud providers, communications providers, payment networks, or other third parties. Use of these capabilities may be subject to third-party terms, privacy policies, regional availability, risk controls, and fees. Except as otherwise provided by law, XLY does not warrant the continued availability, behavior, or decisions of third-party services.
12. Intellectual Property, Feedback, and Brand
Rights in the Services, software, interfaces, documentation, trademarks, data structures, and related content belong to XLY or its licensors. You retain rights in Merchant content you lawfully provide, but grant XLY the limited license necessary to provide, protect, maintain, and improve the Services. Without written permission, you must not copy, modify, reverse engineer, rent, sell, redistribute the Services, or remove proprietary notices. Feedback you voluntarily provide may be used by us to improve the Services without additional compensation.
13. Suspension, Termination, and Data Handling
You may stop using the Services and close your account through the dashboard process. We may immediately suspend or terminate Services, payment links, or accounts when we reasonably determine that you have violated this Agreement, pose a security or fraud risk, have unpaid amounts due, provided false information, or are subject to legal or third-party restrictions. Upon termination, the license ends immediately; data and terms necessary to process incomplete transactions, refunds, disputes, audits, taxes, legal obligations, and security incidents remain in effect.
14. Disclaimers, Indemnification, and Limitation of Liability
To the maximum extent permitted by Applicable Law, the Services are provided on an "as is" and "as available" basis. Unless otherwise committed in writing, XLY does not warrant that the Services will be uninterrupted, error-free, absolutely secure, or fit for your particular purpose. We make no warranties regarding third-party Payment Service Providers, Merchant goods or services, network failures, bank or payment network decisions, or events beyond our reasonable control.
To the extent permitted by law, you shall indemnify XLY and its personnel against third-party claims, losses, fines, and reasonable costs arising from your violation of this Agreement, Applicable Law, third-party rights, or Merchant obligations. Except for willful misconduct, gross negligence, or liability that cannot be excluded by law, XLY shall not be liable for indirect, incidental, special, punitive, or consequential losses, or for loss of profits, goodwill, business opportunities, or data. XLY's aggregate liability for all claims related to you shall not exceed the total service fees you actually paid to XLY in the 12 months preceding the claim, or USD 100, whichever is greater.
15. Notices, Changes, Governing Law, and Contact
We may send service notices via dashboard notifications, website announcements, email, or other reasonable means. We may update this Agreement; for material adverse changes requiring notice by law, we will provide notice to the extent applicable. Continued use of the Services after updates take effect constitutes acceptance of the updated Agreement.
This Agreement is governed by the laws of the State of Colorado, USA, without regard to conflict-of-law rules. Disputes arising from this Agreement shall first be resolved through friendly negotiation; if negotiation fails, they shall be submitted to a court of competent jurisdiction in the State of Colorado, USA. Rights granted to payers or consumers by law that cannot be waived are unaffected. Support: [email protected]; Phone: +1 4064405240; Legal & Compliance: [email protected]; Registered in: Colorado, USA (Colorado Limited Liability Company, Entity ID #20261453307).
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