Last Updated: 2/17/2026

These Terms of Service (“Terms”) govern access to and use of the PayRioX website, software, plugins, APIs, and related services (collectively, the “Services”).

By accessing or using the Services, or by clicking “I Agree” during onboarding, you (“Merchant” or “User”) acknowledge that you have read, understood, and agree to be legally bound by these Terms.

If you do not agree, you may not use the Services.

1. Nature of Services – Software Platform Only

PayRioX provides software-based integration tools designed to connect merchants with independent third-party cryptocurrency onramp providers.

PayRioX:

• Operates strictly as a technology and software provider.
• Is not a bank, financial institution, payment processor, money transmitter, or custodian.
• Does not hold, handle, transmit, or settle funds.
• Is not the merchant of record for card transactions.
• Does not control card authorization decisions, cryptocurrency issuance, or blockchain confirmations.

All payment processing and cryptocurrency transactions are conducted by independent third-party providers (“Onramp Providers”) and blockchain networks.

The Services are provided on an “as is” and “as available” basis.

2. Transaction Structure

Merchant acknowledges and agrees that:

• Cardholders purchase cryptocurrency through independent Onramp Providers.
• Cryptocurrency is delivered directly to the Merchant’s designated wallet address.
• PayRioX does not participate in the cardholder’s purchase transaction.
• PayRioX is not responsible for chargebacks, card disputes, fraud determinations, or card network decisions.
• Any consumer complaint regarding a card transaction is between the cardholder and the applicable Onramp Provider.

PayRioX has no liability for transaction reversals, dispute outcomes, or third-party actions.

3. Fees and Net Settlement

Merchant agrees that PayRioX retains a processing fee from each transaction processed through the Services.

The applicable fee may vary depending on the selected Onramp Provider, transaction parameters, or operational factors. The applicable fee will be reflected at the time of transaction processing.

“Gross transaction amount” means the total amount charged to the cardholder.

Fees:

• Are automatically deducted at the time of transaction processing (true net settlement).
• Are earned upon transaction authorization.
• Are non-refundable.
• Are not subject to offset or reversal due to disputes, refunds, chargebacks, or third-party determinations.

PayRioX does not invoice for fees and does not extend credit to Merchant.

4. Merchant Responsibilities

Merchant is solely responsible for:

• Its business operations.
• The legality of its products and services.
• Compliance with all applicable laws and regulations.
• Marketing claims and representations.
• Customer service, refunds, and consumer disclosures.
• Safeguarding and controlling its cryptocurrency wallet.

Merchant shall not represent PayRioX as providing financial, banking, custodial, or payment processing services.

5. Representations and Warranties

Merchant represents and warrants that:

1. All information provided to PayRioX is accurate and complete.
2. Merchant is duly organized and legally authorized to operate.
3. Merchant complies with all applicable laws in each jurisdiction where it operates.
4. Merchant does not engage in fraudulent, deceptive, misleading, or unlawful conduct.
5. Merchant’s use of the Services will not expose PayRioX to regulatory, reputational, or financial risk.

6. Prohibited Activities

Merchant may not use the Services for:

• Illegal or unlawful products or services.
• Fraudulent or deceptive practices.
• Activity that violates card network rules.
• Any conduct that exposes PayRioX to legal, regulatory, or reputational harm.

PayRioX reserves sole discretion in determining violations.

7. Suspension and Termination

PayRioX may suspend or terminate Merchant access immediately, with or without notice, if:

• Merchant violates these Terms.
• Merchant engages in prohibited or high-risk activity.
• Merchant presents regulatory, reputational, or operational risk.
• An Onramp Provider or upstream partner requires suspension.

Termination does not relieve Merchant of obligations accrued prior to termination.

8. Indemnification

Merchant agrees to indemnify, defend, and hold harmless PayRioX, its owners, officers, employees, contractors, and affiliates from and against any claims, liabilities, losses, damages, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

• Merchant’s products or services.
• Merchant’s violation of law.
• Cardholder disputes or complaints.
• Regulatory investigations related to Merchant’s activities.
• Merchant’s breach of these Terms.

9. Disclaimer of Warranties

The Services are provided without warranties of any kind, whether express or implied.

PayRioX disclaims all warranties, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation

PayRioX does not guarantee transaction approval, settlement timing, system uptime, or availability of third-party services.

10. Limitation of Liability

To the maximum extent permitted by law:

• PayRioX shall not be liable for indirect, incidental, consequential, special, or punitive damages.
• PayRioX shall not be liable for lost profits, lost revenue, or business interruption.
• PayRioX shall not be liable for actions, decisions, or failures of Onramp Providers, card networks, acquiring banks, or blockchain networks.
• PayRioX’s total aggregate liability shall not exceed the total fees retained by PayRioX in the three (3) months preceding the event giving rise to the claim.

11. No Agency or Partnership

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between PayRioX and Merchant.

Merchant operates independently and is solely responsible for its business.

12. Modifications

PayRioX may update these Terms at any time. Updated Terms will be posted on this page. Continued use of the Services after updates constitutes acceptance of the revised Terms.

13. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

14. Entire Agreement

These Terms constitute the entire agreement between PayRioX and Merchant regarding the Services and supersede all prior discussions or understandings.