Terms of Service

1. Acceptance and parties

These Terms of Service (the "Terms") are a binding agreement between RYVA LLC, a California limited liability company ("RYVA," "we," or "us"), and the organization that registers for or uses the RYVA platform ("Customer," "you," or "your").

By creating an Organization account, clicking to accept these Terms, signing an Order Form that references them, or using the Platform, you agree to these Terms. The Organization Administrator who registers the Organization or accepts these Terms for Customer represents that they have authority to bind Customer.

Organizations and Users. If you use the Platform on behalf of an organization, that organization is the Customer and is responsible for all activity under its Organization, including fees, charges, card balances, and the acts and omissions of its Users. Users act on Customer's behalf and are not personally liable for Customer's obligations under these Terms. Each User who accepts these Terms agrees personally to follow Section 9 (Acceptable use) and acknowledges the Privacy Policy. Nothing in this paragraph limits a User's personal liability for their own fraud, willful misconduct, or use of the Platform or a card without Customer's authorization.

These Terms, together with any Order Form, the RYVA Privacy Policy at https://ryvapay.com/privacy/, and any Financial Partner terms you accept during onboarding (Section 6), form the entire agreement between you and RYVA regarding the Platform. If an Order Form conflicts with these Terms, the Order Form controls for that conflict only.

Website visitors. If you visit ryvapay.com or request a demo without creating an Organization, you may use our websites only for lawful purposes and in line with Sections 9 and 10, and Sections 11, 12, 16, and 17 apply to that use. Website content is general information. It is not an offer of services, and it is not legal, tax, accounting, or financial advice.

We may update these Terms from time to time. We will give you at least 30 days' notice of material changes by email or in-Platform notice. Continued use after the effective date of a change is acceptance of the updated Terms. If you do not agree, your remedy is to terminate under Section 14.

2. Platform description and scope

2.1 What RYVA provides. RYVA is a spend authorization and control platform (the "Platform"). Through the Platform, Customer can:

• Create and manage one or more legal entities, properties, projects, or business units ("Entities") under a single Organization
• Add users, assign roles, and set approval hierarchies
• Define expense categories, budgets, and spending rules per Entity
• Require that every card transaction be pre-authorized in the Platform before a card is enabled for use, capturing the Entity, expense category, amount, and approver identity in advance
• Track authorized, pending, and settled spend across Entities
• Capture receipts and supporting documentation
• Export transaction and accounting data to Customer's systems

RYVA controls whether a card is enabled or disabled for a given authorization. Every purchase made through the Platform reflects a control decision made in the Platform by Customer's authorized users under rules Customer configures.

2.2 What Financial Partners provide. The card accounts, cards, funds custody, payment settlement, and related banking services ("Financial Services") are provided by one or more third-party banking-as-a-service providers and their sponsor banks (each a "Financial Partner"). Financial Partners, not RYVA:

• Issue cards and hold the card accounts
• Hold, receive, transmit, and settle funds
• Extend any credit or charge facility
• Process transactions across card networks
• Perform identity verification, KYB and KYC checks, and sanctions screening required by law
• Handle chargebacks, network disputes, and card-network-level fraud rules

2.3 RYVA is not a financial institution. RYVA is not a bank, card issuer, money transmitter, money services business, payment processor, or lender. RYVA does not hold, receive, or transmit Customer funds. Cards enabled through the Platform are issued by a Financial Partner pursuant to a license from the applicable card network. As of the date of these Terms, cards are commercial charge cards issued by First Internet Bank of Indiana, Member FDIC, pursuant to a license from Visa Inc., and, depending on Customer's location, the associated credit is provided by CapitalOS, Inc., CapitalOS Financial Services LLC, or First Internet Bank of Indiana, as stated in the Financial Partner Terms. RYVA does not extend credit. Any reference in the Platform to "your RYVA card," "RYVA account," or similar is a product label and does not change which party issues the card or holds the funds.

2.4 Integration and single point of contact. RYVA integrates with Financial Partners so that Customer can manage Financial Services from within the Platform. RYVA acts as Customer's designated interface for transmitting Customer's instructions and Platform control decisions to the Financial Partner. RYVA's role in this respect is limited to communicating those instructions. The Financial Partner remains responsible for executing them and for the Financial Services. RYVA is not the agent, employee, or representative of any Financial Partner, and no Financial Partner is the agent of RYVA, except that a Financial Partner may identify itself as RYVA's partner when communicating with Customer about Financial Services.

2.5 Changes to Financial Partners. RYVA may add, replace, or remove Financial Partners at any time. Where a change requires Customer action, such as accepting new Financial Partner terms or completing verification, RYVA will give Customer reasonable notice. RYVA is not responsible for a Financial Partner's decision to decline, restrict, or offboard Customer.

3. Eligibility

3.1 Business use only. The Platform is offered solely to businesses, organizations, and other legal entities for use in their trade or business. The Platform is not available to individuals for personal, family, or household purposes. By using the Platform, you represent that you are a business and that all spend controlled through the Platform is for business purposes. Consumer protection laws that apply to personal accounts, including the Truth in Lending Act and Regulation Z as applied to consumer credit, and the Electronic Fund Transfer Act and Regulation E as applied to consumer accounts, do not apply to Customer's use of the Platform.

3.2 Customer requirements. To use the Platform, Customer must:

• Be a legal entity in good standing in its jurisdiction of formation
• Be organized or registered to do business in the United States
• Provide accurate, current, and complete information during registration and keep it updated
• Pass, and continue to pass, any verification, KYB, and risk review required by RYVA or a Financial Partner
• Not be located in, organized under, or owned by persons in any jurisdiction subject to comprehensive U.S. sanctions, and not appear on any U.S. government restricted-party list
• Not have been previously suspended or removed from the Platform or from any Financial Partner's program

3.3 Users. Each individual who accesses the Platform under Customer's Organization ("User") must be at least 18 years old and authorized by Customer. Customer is responsible for every act and omission of its Users.

3.4 Prohibited businesses. Financial Partners maintain lists of prohibited and restricted business types. Customer must not use the Platform if it operates a business type prohibited by an applicable Financial Partner. RYVA may suspend or terminate Customer if a Financial Partner determines Customer is ineligible.

4. Accounts, organizations, and user roles

4.1 Organization account. Customer registers a single Organization account ("Organization") that serves as the parent for all Entities, Users, cards, and data under Customer's control. Customer designates at least one Organization Administrator at registration.

4.2 Entities. Customer may create Entities within its Organization to represent separate legal entities, properties, projects, cost centers, or business units. Customer represents that it has authority to manage spend on behalf of every Entity it creates, whether the Entity is owned by Customer or managed by Customer under contract. Where an Entity is a separate legal person from Customer, Customer is responsible for obtaining any consent that Entity requires and remains liable to RYVA for all activity under the Organization.

4.3 User roles. The Platform provides role-based access. Roles may include, without limitation:

• Organization Administrator: full control over the Organization, including billing, Entities, Users, roles, Financial Partner settings, and termination
• Entity Administrator: control over a specific Entity's users, budgets, categories, and approvals
• Approver: authority to approve or reject spend authorization requests within an assigned scope
• Cardholder: a User to whom a card is enabled, who may request authorization and make purchases within approved parameters
• Viewer or Bookkeeper: read-only or export access to transaction and accounting data

RYVA may rename, add, or consolidate roles. Customer is solely responsible for assigning roles, and for ensuring that role assignments reflect the actual authority of each User within Customer's business.

4.4 Account security. Customer must keep credentials confidential, require Users to use strong authentication, and promptly remove access for Users who leave Customer or change roles. Customer must notify RYVA at support@ryvapay.com within 24 hours of discovering any unauthorized access to the Organization. RYVA is not liable for loss resulting from unauthorized use of credentials that Customer failed to protect.

4.5 Verification. RYVA and Financial Partners may require documentation about Customer, its Entities, its beneficial owners, and its Users at onboarding and at any time thereafter. Failure to provide requested information promptly may result in suspension of the Organization, disablement of cards, or termination.

4.6 Authority of instructions. RYVA and Financial Partners may rely on any instruction, approval, or configuration entered through the Platform by a User with the applicable role as an authorized instruction of Customer, without further inquiry.

5. Spend controls and pre-authorization flow

5.1 Pre-authorization requirement. The Platform operates on a pre-authorization model. A card enabled through the Platform is not usable for a purchase until a spend authorization has been approved in the Platform for that purchase. Each authorization records, at a minimum, the Entity to be charged, the expense category, the authorized amount or limit, the requesting User, the approving User, and the time of approval (an "Authorization").

5.2 How authorizations work. In general:

1. A Cardholder or other User submits an authorization request identifying the Entity, category, amount, and purpose.
2. An Approver with authority over that Entity and category approves, modifies, or rejects the request. Customer may configure auto-approval rules for defined thresholds.
3. On approval, RYVA instructs the applicable Financial Partner to enable the card for the Authorized amount, merchant category, time window, or other parameters supported by that Financial Partner.
4. The Cardholder completes the purchase. The Financial Partner authorizes and settles the transaction through the card network.
5. RYVA records the transaction against the Authorization, matches it to the Entity and category, and collects receipt and supporting data.
6. After the transaction settles or the Authorization expires, RYVA instructs the Financial Partner to return the card to a disabled state, unless Customer's configuration provides otherwise.

5.3 Customer controls the rules. Customer configures all approval hierarchies, thresholds, categories, budgets, and auto-approval rules. RYVA enforces the rules Customer configures. RYVA does not review the business purpose of any Authorization and has no obligation to detect or prevent spend that Customer's own Users approve.

5.4 Enforcement limits. Card controls are enforced by the Financial Partner and the card network based on the parameters RYVA transmits. Some parameters (for example, merchant category restrictions, exact-amount limits, or real-time disablement) depend on capabilities of the specific Financial Partner and the merchant's terminal and may not be enforceable in every case. A transaction may settle for an amount different from the Authorization due to tips, taxes, currency conversion, incremental holds, or merchant practices. Customer is responsible for all transactions completed on cards enabled under its Organization, including transactions that exceed or deviate from an Authorization.

5.5 Authorization is not a guarantee. An approved Authorization is an instruction from Customer to enable a card. It is not a guarantee by RYVA or any Financial Partner that a particular transaction will be approved by the card network or accepted by the merchant.

5.6 Records. Authorization records, approval identities, and audit logs maintained in the Platform are RYVA's business records and, absent manifest error, are conclusive evidence of the control decisions made by Customer's Users.

6. Cards, banking services, and third-party partners

6.1 Financial Partner terms. Before any card account is opened or any credit line is extended for the Organization, an Organization Administrator must review and accept the applicable Financial Partner's terms, cardholder agreement, and related disclosures ("Financial Partner Terms") as presented in the Platform. Acceptance is made once at the Organization level, binds the Organization and every Entity and User under it, and is recorded by RYVA. Financial Partner Terms are a direct agreement between Customer and the Financial Partner. RYVA is not a party to them and does not guarantee any Financial Partner's performance. If these Terms conflict with Financial Partner Terms regarding a Financial Service, the Financial Partner Terms control for that Financial Service. No financial account is created for an Organization, and no card or credit is made available, until this acceptance is complete.

6.2 Card issuance and funding. Cards are issued by a Financial Partner in Customer's name or in the name of the applicable Entity, and are enabled for Users through the Platform. Customer is responsible for funding, credit obligations, and repayment under the applicable Financial Partner Terms. RYVA does not fund cards, extend credit, or guarantee repayment.

6.2A Entity settlement accounts.

Customer may link a bank account to an Entity so that card spend allocated to that Entity is settled by debit to that account (an "Entity Settlement Account"). Settlement debits are initiated by the Financial Partner under the Financial Partner Terms, not by RYVA. For each Entity Settlement Account, Customer represents and warrants that: (a) Customer is either the account holder or an agent of the account holder acting under a written management, agency, or similar agreement that authorizes Customer to incur expenses on the account holder's behalf and to authorize debits to that account for those expenses; (b) the account holder has authorized, or Customer is authorized to give on the account holder's behalf, the Financial Partner's debit authorization for that account; (c) Customer will keep that authority in effect for as long as the account remains linked and will unlink the account promptly if the authority ends; and (d) Customer will provide RYVA or the Financial Partner with evidence of that authority on request. Customer gives these representations each time one of its administrators completes the account-linking attestation in the Platform, and RYVA's record of that attestation, including the administrator, time, and attestation text, is evidence that they were given.

Customer is responsible for every settlement debit to an Entity Settlement Account, including returned or rejected debits and any resulting fees, and for any amount that the Financial Partner cannot collect from an Entity Settlement Account. Customer will defend and indemnify RYVA and each Financial Partner against any claim by an account holder or other party that a debit to an Entity Settlement Account was unauthorized. RYVA relies on Customer's representations in this Section and does not independently verify Customer's authority over any Entity Settlement Account.

6.3 Ownership of cards and accounts. Cards remain the property of the issuing Financial Partner. The Financial Partner may cancel, suspend, or restrict any card or account in accordance with Financial Partner Terms and applicable law, with or without RYVA's involvement.

6.4 Support, disputes, and chargebacks. Customer support for Financial Services, including card delivery, declines, statements, repayment, and account access, is provided by the applicable Financial Partner. RYVA will provide first-line assistance and route Financial Services issues to the Financial Partner. Disputes regarding unauthorized transactions, merchant errors, or chargebacks are governed by the Financial Partner Terms and card network rules. RYVA will provide Authorization records and Platform data to support a dispute, but the Financial Partner makes all dispute determinations.

6.5 Fraud. Customer is responsible for transactions made by its Users and by any person using credentials or cards Customer failed to secure. RYVA and each Financial Partner share fraud-related information with each other and may, without prior notice to Customer, deactivate any card, disable any User, or suspend the Organization where either reasonably suspects fraud. RYVA has no obligation to detect fraud, and its controls are not a substitute for Customer's own internal controls.

6.6 Other third-party services. The Platform may integrate with accounting software, receipt capture, identity verification, and other third-party services. Those services are governed by their own terms. RYVA is not responsible for third-party services, their availability, or their handling of Customer data once transmitted.

6.7 Consent to information sharing. Customer consents, on its own behalf and on behalf of its Entities and Users, to RYVA sharing with Financial Partners and their service providers: (a) Customer, Entity, and beneficial owner information; (b) User names, roles, email addresses, phone numbers, and other contact information; (c) Authorization, transaction, and receipt data; and (d) information bearing on risk, including suspension or termination of the Organization, non-payment of fees, suspected fraud, and regulatory matters. Customer represents that it has given all notices to, and obtained all consents from, its Users that are required for Financial Partners to collect, use, retain, and disclose that information as described in these Terms and the Financial Partner Terms.

6.8 Direct contact by Financial Partners. Financial Partners may contact Customer and its Users directly to deliver Financial Services, provide required disclosures, resolve support issues, collect amounts owed, and, where Customer has not opted out, offer related products. Customer will not treat such contact as a breach of these Terms.

7. Fees, billing, and ACH debit authorization

7.1 Plans and fees. RYVA offers the Platform on the plans published at https://ryvapay.com or set out in an Order Form. As of the date of these Terms:

• Core is provided at no subscription charge and includes one Organization with the features listed on the pricing page.
• Pro is charged per active User per month, billed monthly or annually in advance at Customer's election. An "active User" is any User with access to the Organization on the Billing Date, regardless of whether they used the Platform that period.
• Enterprise is priced under a separate Order Form with annual terms.

Subscription Fees do not include pass-through charges under Section 7.8, which apply on every plan including Core. RYVA may change plan features and pricing under Section 7.7.

7.2 Billing cycle. Monthly plans are billed in advance on the same calendar day each month as the Organization's plan start date ("Billing Date") and renew monthly. Annual plans are billed in advance for the full year and renew annually. Seat additions during a period are prorated to the next Billing Date; seat removals take effect at the next renewal without proration or credit. Plans renew automatically until terminated under Section 14.

7.2A Free trial. Pro plans include a 14-day free trial starting when Customer activates the plan. At the end of the trial the plan converts to a paid Pro subscription and the first Billing Date occurs, unless Customer downgrades to Core or cancels before the trial ends. A Billing Account must be linked before cards can be enabled, including during the trial, because pass-through charges under Section 7.8 apply from the first card. RYVA may limit trials to one per Customer and may end a trial early for suspected abuse.

7.3 ACH debit authorization. By linking a bank account for billing and accepting these Terms, Customer authorizes RYVA, and its designated payment service provider, to initiate ACH debit entries to the linked business bank account (the "Billing Account") for:

• Subscription Fees on each Billing Date
• Any other fees or charges Customer owes under these Terms or an Order Form
• Corrections or adjustments of prior entries

Customer represents that the Billing Account is a business account, that the person linking it is authorized to do so, and that Customer will keep sufficient funds in the Billing Account to cover debits. This authorization remains in effect until Customer revokes it by written notice to support@ryvapay.com at least 10 business days before the next Billing Date and has paid all amounts owed. Revoking the authorization without providing an alternative payment method accepted by RYVA is grounds for suspension.

RYVA will provide notice of the amount and date of each debit through the Platform or by email. Where the amount of a recurring debit changes, RYVA will give notice at least 10 calendar days before the debit.

7.4 Failed payments. If a debit is returned or fails for any reason, Customer will pay a returned payment fee of $25 plus any bank fees RYVA incurs. RYVA may retry the debit. If fees remain unpaid 10 days after the Billing Date, RYVA may suspend the Organization, including disabling all cards, until payment is received. Amounts more than 30 days overdue accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

7.5 No refunds. All fees are non-refundable and non-cancellable except as expressly stated in these Terms or required by law. No refunds or credits are provided for partial months, unused Entities, Users, or cards, downgrades, or periods during which Customer did not use the Platform.

7.6 Taxes. Fees exclude sales, use, VAT, and similar taxes. Customer is responsible for all such taxes other than taxes on RYVA's net income.

7.7 Price changes. RYVA may change Subscription Fees with at least 30 days' notice. Changes take effect at the start of the next renewal term.

7.8 Financial Partner fees and pass-through charges. Fees charged directly by Financial Partners, including interest, late fees on card balances, and foreign transaction fees, are governed by Financial Partner Terms and are separate from Subscription Fees. In addition, RYVA may charge Customer for card-related services it procures on Customer's behalf, including physical card issuance, card shipping, returned card processing, lost-dispute fees, and expedited ACH or instant payment transfers, at the rates published at the pricing location in Section 7.1. These charges may include a service margin over RYVA's cost. Pass-through charges are billed to the Billing Account under the ACH authorization in Section 7.3.

7.9 Disputed charges. Customer must notify RYVA in writing of any billing dispute within 30 days of the Billing Date. Charges not disputed within that period are deemed accepted.

8. Data handling

8.1 Customer Data. "Customer Data" means all data submitted to or generated in the Platform by or for Customer, including Entity and organizational data, User information, Authorization records, transaction data received from Financial Partners, expense categorizations, budgets, receipts, and supporting documents. As between Customer and RYVA, Customer owns Customer Data.

8.2 License to RYVA. Customer grants RYVA a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and create derivative works of Customer Data as needed to provide the Platform, comply with law, enforce these Terms, and as otherwise permitted in this Section.

8.3 Transaction data. Transaction data originates with Financial Partners and card networks. RYVA displays and processes it but does not control its accuracy or timing. Settlement amounts, merchant descriptors, and posting dates as reported by the Financial Partner control over any Platform display.

8.4 Cardholder data. RYVA is designed so that full card numbers and sensitive authentication data are held by Financial Partners and displayed, where at all, through Financial Partner-hosted components. RYVA maintains security controls appropriate to the data it processes.

8.5 Receipts and documents. Receipts, invoices, and supporting documents uploaded by Users are stored as Customer Data. Customer is responsible for ensuring uploads do not contain data Customer is not permitted to share, including personal data of third parties beyond what is needed for expense documentation.

8.6 Aggregated and de-identified data. RYVA may create and use aggregated or de-identified data derived from Customer Data, including for benchmarking, product improvement, analytics, and machine learning, provided the data does not identify Customer, any Entity, any User, or any individual.

8.7 Personal data. To the extent Customer Data includes personal information of Users or others, other than User account and profile, billing, usage, and security information that RYVA handles as a business under its Privacy Policy, Customer is the business or controller and RYVA is the service provider or processor. RYVA will process personal information only on Customer's documented instructions and as needed to provide the Platform. The parties will execute a data processing addendum on request where required by law, including the California Consumer Privacy Act as applied to business contact data.

8.8 Security. RYVA will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access. RYVA will notify Customer without undue delay after confirming a security incident affecting Customer Data.

8.9 Retention and return. During the term, Customer may export Customer Data through Platform tools. After termination, RYVA will make Customer Data available for export for 30 days, after which RYVA may delete it, except that RYVA may retain Authorization records, transaction records, and audit logs as required by law, Financial Partner requirements, or RYVA's record retention policy, currently seven years.

8.10 Legal process. RYVA may disclose Customer Data to comply with law, regulation, subpoena, or governmental request, and to Financial Partners as required by their regulators. RYVA will notify Customer where legally permitted.

9. Acceptable use

Customer will not, and will not permit any User to:

• Use the Platform or any card for personal, family, or household purposes
• Use the Platform for any unlawful purpose, including money laundering, terrorist financing, tax evasion, or sanctions evasion
• Use cards for cash advances, gambling, cryptocurrency purchases, or any category prohibited by a Financial Partner, unless expressly enabled
• Circumvent, disable, or interfere with pre-authorization controls, approval rules, or audit logging
• Submit false Authorizations, receipts, or expense categorizations
• Access the Platform through automated means other than RYVA-provided APIs, or exceed documented API limits
• Reverse engineer, decompile, or attempt to derive source code of the Platform
• Resell, sublicense, or provide the Platform to third parties as a service bureau, except that Customer may use the Platform to manage spend for Entities it owns or manages
• Upload malicious code or attempt to breach Platform security
• Use the Platform to build a competing product

RYVA may investigate suspected violations and may suspend the Organization, disable cards, or terminate under Section 14.

10. Intellectual property

10.1 RYVA property. The Platform, including its software, workflows, user interface, pre-authorization methods, documentation, and all improvements, is owned by RYVA and its licensors and is protected by copyright, patent, trademark, and trade secret laws. RYVA grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the term for Customer's internal business purposes in accordance with these Terms. No other rights are granted.

10.2 Feedback. If Customer or a User provides suggestions or feedback about the Platform, RYVA may use it without restriction or compensation.

10.3 Trademarks. "RYVA" and related marks are trademarks of RYVA. Customer may not use them without prior written consent. Card network marks and Financial Partner marks belong to their respective owners.

10.4 Reservation. All rights not expressly granted are reserved.

11. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, RYVA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, RYVA DOES NOT WARRANT THAT:

• THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• ANY CARD WILL BE ACCEPTED BY ANY MERCHANT OR APPROVED BY ANY CARD NETWORK
• ANY FINANCIAL PARTNER WILL PERFORM, REMAIN AVAILABLE, OR CONTINUE TO SERVE CUSTOMER
• SPEND CONTROLS WILL PREVENT EVERY UNAUTHORIZED, ERRONEOUS, OR OUT-OF-POLICY TRANSACTION
• TRANSACTION DATA, MERCHANT DESCRIPTORS, OR SETTLEMENT AMOUNTS DISPLAYED IN THE PLATFORM ARE ACCURATE OR COMPLETE
• THE PLATFORM WILL SATISFY CUSTOMER'S ACCOUNTING, TAX, AUDIT, OR REGULATORY REQUIREMENTS

RYVA DOES NOT PROVIDE BANKING, LENDING, PAYMENT, ACCOUNTING, TAX, OR LEGAL SERVICES OR ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS INTERNAL CONTROLS, FINANCIAL REPORTING, AND COMPLIANCE.

AUTOMATED AND AI-ASSISTED FEATURES, INCLUDING RECEIPT DATA EXTRACTION, ARE PROVIDED TO ASSIST CUSTOMER'S OWN REVIEW. THEY MAY PRODUCE ERRORS OR MISS INFORMATION, AND CUSTOMER REMAINS RESPONSIBLE FOR VERIFYING EXTRACTED DATA BEFORE RELYING ON IT. ANY ALERTS, FLAGS, OR SUGGESTIONS THE PLATFORM PROVIDES, NOW OR IN THE FUTURE, ARE NOT A FRAUD MONITORING OR FRAUD PREVENTION SERVICE. AN ALERT IS NOT A DETERMINATION THAT FRAUD OCCURRED, AND THE ABSENCE OF AN ALERT DOES NOT MEAN A TRANSACTION IS LEGITIMATE.

12. Limitation of liability

12.1 No liability for Financial Partner or network events. RYVA IS NOT LIABLE FOR ANY LOSS ARISING FROM: (A) THE ACTS, OMISSIONS, DOWNTIME, INSOLVENCY, OR OFFBOARDING DECISIONS OF ANY FINANCIAL PARTNER; (B) CARD NETWORK OUTAGES, RULE CHANGES, OR AUTHORIZATION DECLINES; (C) MERCHANT REFUSAL, MERCHANT ERROR, OR MERCHANT FRAUD; (D) DECLINED, DELAYED, DUPLICATED, OR FAILED TRANSACTIONS; (E) TRANSACTIONS THAT SETTLE FOR AMOUNTS OR AT MERCHANTS DIFFERENT FROM THE AUTHORIZATION; OR (F) ANY DELAY IN ENABLING OR DISABLING A CARD CAUSED BY A FINANCIAL PARTNER, NETWORK, OR TELECOMMUNICATIONS PROVIDER.

12.2 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RYVA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO RYVA IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $1,000, WHICHEVER IS GREATER. FOR CLARITY, THE CAP IS NOT MEASURED BY THE VALUE OF ANY TRANSACTION, AUTHORIZATION, OR CARD BALANCE.

12.4 Exceptions. The exclusions and cap in Sections 12.2 and 12.3 do not apply to (a) Customer's payment obligations, (b) Customer's indemnification obligations under Section 13.1, (c) Customer's breach of Section 9 or Section 17.1, (d) a party's gross negligence, willful misconduct, or fraud, or (e) liability that cannot be limited under applicable law. RYVA's obligations under Section 13.2 are subject to the cap in Section 12.3. RYVA's total liability arising from a breach of Section 17.1 or from any security incident affecting Customer Data will not exceed two times the amount in Section 12.3.

12.5 Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, and that RYVA would not offer the Platform at the stated fees without them.

12.6 Claims period. Any claim against RYVA must be brought within one year after the claim arises, or it is waived.

13. Indemnification

13.1 By Customer. Customer will defend, indemnify, and hold harmless RYVA, its affiliates, and their officers, directors, employees, and agents from any third-party claim, loss, liability, cost, or expense (including reasonable attorneys' fees) arising from: (a) Customer Data; (b) any transaction made on a card enabled under Customer's Organization; (c) Customer's or any User's breach of these Terms, Financial Partner Terms, or applicable law; (d) any dispute between Customer and an Entity, User, employee, or contractor regarding spend authorized through the Platform; or (e) any claim by a Financial Partner, card network, or regulator arising from Customer's use of Financial Services.

13.2 By RYVA. RYVA will defend Customer against any third-party claim alleging that the Platform, as provided by RYVA and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. RYVA has no obligation for claims arising from Customer Data, third-party services, Financial Services, or modifications or combinations not made by RYVA. If the Platform becomes, or RYVA believes it may become, subject to such a claim, RYVA may modify or replace it, procure a license, or terminate the affected service and refund prepaid unused Subscription Fees.

13.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.

14. Term, suspension, and termination

14.1 Term. These Terms begin when Customer accepts them and continue until terminated.

14.2 Termination by Customer. Customer may terminate by giving written notice to support@ryvapay.com or through the Platform at least 30 days before the end of the current subscription term. Termination takes effect at the end of that term. Fees for the remainder of the term are not refunded.

14.3 Termination or suspension by RYVA. RYVA may suspend the Organization, disable any or all cards, or terminate these Terms immediately on notice if: (a) Customer fails to pay when due; (b) Customer or a User breaches these Terms or Financial Partner Terms; (c) a Financial Partner offboards, restricts, or declines to serve Customer; (d) RYVA reasonably believes the Organization is being used for fraud, unlawful activity, or in a way that creates risk to RYVA, a Financial Partner, or other customers; (e) Customer becomes insolvent or subject to bankruptcy proceedings; or (f) required by law or a regulator. RYVA may also terminate for convenience on 60 days' notice.

14.4 Effect on cards. On suspension or termination:

• RYVA will instruct each Financial Partner to disable all cards enabled under the Organization. Cards will stop working for new transactions once the Financial Partner processes the instruction, which may not be instantaneous.
• No new Authorizations can be created or approved.
• Customer remains responsible for every transaction on any card that was authorized before disablement, including transactions that settle after termination.

14.5 Effect on pending transactions. Transactions that were authorized by the card network before disablement will settle in the ordinary course under Financial Partner Terms. RYVA will continue to record settlement data for those transactions to the extent it receives it from the Financial Partner during the 30-day export period. Pending Authorizations in the Platform that have not yet resulted in a card network authorization are cancelled.

14.6 Card account obligations survive. Termination of these Terms does not terminate Customer's obligations to any Financial Partner, including repayment of outstanding balances, which are governed by Financial Partner Terms. Customer should contact the Financial Partner directly regarding closure of card accounts.

14.7 Data. Section 8.9 governs export and deletion of Customer Data after termination.

14.8 Reactivation. RYVA may, at its discretion, reactivate a suspended Organization once the cause is cured. Reactivation may require re-verification by RYVA or a Financial Partner.

14.9 Survival. Sections 7 (amounts owed), 8.6, 8.9, 8.10, 10, 11, 12, 13, 14.4 through 14.7, 15, 16, and 17 survive termination.

15. Dispute resolution

15.1 Informal resolution. Before starting a formal proceeding, a party must send written notice describing the dispute to the other party (support@ryvapay.com for RYVA; the Organization Administrator's email for Customer). The parties will attempt in good faith to resolve the dispute within 30 days of the notice.

15.2 Class and representative action waiver. Each party will bring claims only in its individual capacity and not as a plaintiff or class member in any class, consolidated, or representative proceeding.

15.3 Equitable relief and small claims. Nothing in this Section prevents RYVA from seeking injunctive or other equitable relief to protect its intellectual property, confidential information, or the security of the Platform, and Customer agrees that a breach of Sections 9, 10, or 17.1 may cause RYVA irreparable harm for which money damages would not be an adequate remedy. Either party may bring an individual claim in small claims court if it qualifies.

15.4 Financial Partner disputes. Disputes about Financial Services, card transactions, chargebacks, or card account terms are governed by the dispute provisions of the applicable Financial Partner Terms, not this Section.

15.5 Fees. Each party bears its own attorneys' fees and costs, except that the prevailing party in any action to collect amounts owed under these Terms may recover its reasonable attorneys' fees and costs.

16. Governing law

These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 15.1, the state and federal courts located in Los Angeles County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Platform, and each party consents to personal jurisdiction and venue there.

17. General provisions

17.1 Confidentiality. Each party will protect the other's non-public information disclosed under these Terms with at least reasonable care, use it only to perform under these Terms, and not disclose it to third parties except to employees, advisors, and service providers bound by comparable obligations. RYVA's pricing, Platform architecture, and non-public product information are RYVA confidential information. This obligation continues for three years after termination, and indefinitely for trade secrets.

17.2 Compliance with laws. Each party will comply with laws applicable to its performance, including anti-money laundering, sanctions, export control, and anti-corruption laws. Customer will provide information RYVA or a Financial Partner reasonably requests to demonstrate compliance.

17.3 Assignment. Customer may not assign these Terms without RYVA's prior written consent, except to a successor in a merger or sale of substantially all its assets that assumes these Terms in writing and passes Financial Partner verification. RYVA may assign these Terms to an affiliate or successor without consent.

17.4 Notices. Notices to RYVA go to RYVA LLC, 43 Malaga Cove Plaza, Suite A, Palos Verdes Estates, CA 90274, Attn: Legal, with a copy to support@ryvapay.com. Notices to Customer go to the Organization Administrator's email on file or through the Platform. Email notice is effective when sent.

17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government action, internet or telecommunications failures, or failures of Financial Partners or card networks, except that force majeure does not excuse payment obligations.

17.6 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency (except as expressly stated in Section 2.4), or fiduciary relationship.

17.7 No third-party beneficiaries. Except that Financial Partners may enforce the provisions of these Terms that protect them, there are no third-party beneficiaries.

17.8 Publicity. RYVA may identify Customer as a customer by name and logo in customer lists and marketing materials unless Customer opts out in writing.

17.9 Severability. If any provision is held unenforceable, it will be modified to the minimum extent needed to be enforceable, and the remaining provisions remain in effect.

17.10 Waiver. A party's failure to enforce a provision is not a waiver of it.

17.11 Export. Customer will not use or export the Platform in violation of U.S. export laws.

17.12 Entire agreement. These Terms, the Order Form, the Privacy Policy, and any documents expressly incorporated are the entire agreement between the parties on this subject and supersede all prior agreements and understandings. Terms in a Customer purchase order or other Customer form are rejected.

17.13 Interpretation. Headings are for convenience. "Including" means "including without limitation."

17.14 Contact. Questions about these Terms: support@ryvapay.com.