Welcome to PAYNS (the "Website" or "Site"). These Terms and Conditions of Use (the "Terms," "Terms of Use," or "Agreement") constitute a legally binding agreement between you (the "User," "you," or "your") and PAYNS, Inc. an Ohio corporation with its principal place of business at 4601A Lyman Drive, Hilliard, Ohio 43206 ("Company," "we," "us," or "our").

Please read these terms carefully before accessing or using the Website. By accessing or using any part of the website, you Agree to be bound by these terms. If you do not agree to all the Terms of this agreement, then you may not access or use the Website.

The Company reserves the right, at its sole discretion, to modify, alter, or otherwise update these Terms at any time. Such modifications shall be effective immediately upon posting. By using this Website, you agree to be bound by any such modifications, alterations, or updates. It is your responsibility to visit this page periodically to review the current Terms. Your continued use of the Website after such modifications will constitute acknowledgment and acceptance of the modified Terms.

2.1 Age Requirement

You must be at least 18 years of age to use this Website. By using this Website, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

2.2 Registration Requirements

Certain portions of the Website may require registration or may otherwise ask for your personal information. When registering for or using such portions of the Website, you agree to provide accurate, current, and complete information about yourself as prompted by the applicable registration form or information request, and to maintain and promptly update such information to keep it accurate, current, and complete.

2.3 Account Security

If you register for an account on the Website, you are responsible for maintaining the confidentiality of your account information, including your username and password, and for restricting access to your computer or device. You agree to accept responsibility for all activities that occur under your account. If you believe that your account security has been compromised, you must immediately notify us at legal@PAYNS.io.

2.4 Account Termination

We reserve the right to disable, suspend, or terminate any user account at any time in our sole discretion for any or no reason, including if we believe that you have violated these Terms. Upon termination, your right to use the Website will immediately cease.

2.5 Website Security, Incident Notice, Retention & Deletion

Company implements commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data. No method of transmission or storage is 100% secure, and Company disclaims guarantees beyond this standard. If Company becomes aware of unauthorized access to Customer Data in its possession, it will notify Customer without undue delay and provide information reasonably available for Customer to meet its legal obligations. Upon termination or written request, Company will delete or return Customer Data in its possession within 30 days, except where retention is required by law or for legitimate business records (which will be retained only as long as necessary and protected).

Your use of the Website is also governed by our Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy at https://payns.io/en/privacy, which explains how we collect, use, and disclose information that pertains to your privacy. Where Customer Data includes personal information subject to privacy laws (e.g., GDPR, CCPA/CPRA), Company acts as Customer's 'processor'/'service provider' and will process such data only per Customer's instructions to provide the Service, and not for cross-context behavioral advertising or selling. A Data Processing Addendum is available upon request and is incorporated when executed.

4.1 Website Content

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, arrangement, and look and feel) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You grant The Company a perpetual, irrevocable, worldwide, royalty-free license to use, host, copy, modify, and create derivative works from feedback or suggestions you provide about the Service, without obligation.

4.2 Trademarks

PAYNS, Inc. and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

4.3 Limited License

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your commercial use. This license does not include:

• Any resale of the Website or its contents;
• Any collection and use of any product listings, descriptions, or prices;
• Any derivative use of the Website or its contents;
• Any downloading or copying of account information for the benefit of another merchant; or
• Any use of data mining, robots, or similar data gathering and extraction tools.

4.4 Restrictions

You must not:

• Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as permitted by these Terms;
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website;
• Frame or utilize framing techniques to enclose the Website or any portion thereof;
• Use any meta tags or any other "hidden text" utilizing the Company's name or trademarks;
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by the Company, may harm the Company or users of the Website or expose them to liability.

5.1 Customer Data

'Customer Data' means data, content, and materials that you or your users submit to or through the Service (including shipment information, reference numbers, names, addresses, contact details, comments, and status updates). As between the parties, you retain all right, title, and interest in Customer Data. You grant Company a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide, secure, maintain, and improve the Service and to develop related features. Company may create and use Aggregated Data (de-identified data combined with other data) for analytics, benchmarking, and improving the Service, provided no individual or customer is identified.

5.2 Confidentiality

Each party will use the other's Confidential Information only for performing under these Terms and will protect it using industry-standard safeguards. 'Confidential Information' includes Customer Data and any non-public information disclosed by a party. The obligations do not apply to information that is public, independently developed, or obtained lawfully from a third party without duty of confidentiality.

You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation;
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity;
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by the Company, may harm the Company or users of the Website or expose them to liability;
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
• To attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or
• To otherwise attempt to interfere with the proper working of the Website.
• To access, query, or export tracking or shipment data you are not authorized to view; or
• To use automated means (bots, scrapers) to extract data except through Company-approved APIs within stated rate limits; or
• To submit protected health information or other regulated data types; or
• To conduct penetration testing or load testing without Company's prior written consent

The Service may display tracking events, ETAs, and status updates sourced from third-party carriers and platforms. Company does not control and is not responsible for the accuracy, timeliness, or completeness of such third-party information. Company is not a carrier, freight forwarder, broker, bailee, or insurer and does not take custody of cargo. All claims relating to loss, damage, delay, or mis-delivery must be directed to the applicable carrier and are governed by that carrier's terms.

The Website may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

The Service is an informational platform only. Unless the parties execute a separate written agreement expressly for such services, Company does not act as a freight forwarder, NVOCC, ocean transportation intermediary, air or motor/rail carrier, customs broker, or bailee; does not accept custody or control of cargo; does not issue transport documents; does not make bookings; and does not perform or assume responsibility for customs, security, or trade filings (including ISF/10+2, AMS, ACI, ENS, EEI/AES). Customer remains the shipper/exporter/importer of record and is solely responsible for all filings, carrier selection, routing, insurance, packaging, and regulatory compliance.

10.1 Export Controls & Sanctions Compliance

You will not use, access, or permit use or access to the Service in violation of U.S. or other applicable export, re-export, or sanctions laws (including the U.S. Export Administration Regulations and regulations administered by OFAC). You represent and warrant that neither you nor any party you authorize to use the Service is:

• Located in, organized under the laws of, or ordinarily resident in an embargoed or comprehensively sanctioned jurisdiction, or
• A sanctioned or denied party.

10.2 Restricted Parties; Screening

You are solely responsible for ensuring that consignees, shippers, end-users, and other parties whose data you submit are not restricted parties and that the underlying shipments are not prohibited. Company may suspend or terminate access immediately to comply with law or government request.

10.3 Controlled Technical Data

You will not upload or transmit ITAR-controlled technical data or other export-controlled technical information to the Service unless the parties first execute a written addendum expressly permitting such processing and detailing required controls. Company is not your "Business Associate" under HIPAA and does not agree to process PHI absent a signed business-associate agreement.

10.4 Anti-Corruption

You will comply with applicable anti-corruption and anti-bribery laws (including the U.S. FCPA and, where applicable, the U.K. Bribery Act). You will not offer, give, request, or accept anything of value to gain an improper business advantage in connection with the Service. Company may suspend or terminate access upon reasonable suspicion of a breach of this Section.

10.5 Government Use

If the Service is licensed to a U.S. Government end user, it is provided as "commercial computer software" and "commercial computer software documentation" subject to FAR 12.212 and DFARS 227.7202. All U.S. Government use is licensed only with the rights and restrictions herein.

10.6 Indemnity

You will defend, indemnify, and hold Company harmless from and against losses, fines, penalties, and reasonable attorneys' fees arising out of your violation of this Section 10.

11.1 API License

Subject to these Terms, Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use Company's application programming interfaces, keys, and documentation ("API") solely to read and write data to the Service for your internal business purposes.

11.2 API Credentials; API Security

API credentials are Confidential Information. You will not share them except with employees and contractors bound by written confidentiality obligations. You will promptly notify Company if you suspect compromise and will rotate keys upon request.

11.3 API Fair Use; API Rate Limits

Your API use must comply with published or communicated rate limits and fair-use thresholds. You will not:

• Exceed or circumvent rate limits; or
• Perform abusive high-volume or burst traffic; or
• Cache or store data longer than 24 hours except as necessary for lawful internal operations; or
• Bulk-export or resell Service or carrier data.

11.4 API Restrictions

You will not:

• Reverse engineer, decompile, or create derivative works of the API or Service;
• Use the API to develop a competing service;
• Access data you are not authorized to view; or
• Remove or obscure proprietary notices.

11.5 API Changes & API Deprecations

The Company may modify or deprecate API features. For backwards-incompatible changes that materially impact existing integrations, The Company will provide at least 60 days' advance notice (email or dashboard) where commercially reasonable. The Company may implement immediate changes for security, legal compliance, or to prevent abuse.

11.6 API Availability; API Support

API availability may differ from the web application. No specific uptime or support levels apply to the API unless otherwise agreed in writing.

11.7 API Suspension

The Company may suspend API access immediately if your use (a) threatens Service integrity or security, (b) breaches these Terms, or (c) violates law.

11.8 API Ownership

The Company and its licensors own all right, title, and interest in and to the API and all related IP. Except for the limited license above, no rights are granted by implication, estoppel, or otherwise.

11.9 API Termination

Upon expiration or termination of these Terms or the API license, you will cease all API calls, delete keys, and delete cached data obtained via the API, except as required by law.

The website is provided on an "as is" and "as available" basis, Without any warranties of any kind, either express or implied. Neither the company nor any person associated with the company Makes any warranty or representation with respect to the Completeness, security, reliability, quality, accuracy, or Availability of the website.

Without limiting the foregoing, neither the company nor anyone Associated with the company represents or warrants that the Website, its content, or any services or items obtained through The website will be accurate, reliable, error-free, or Uninterrupted, that defects will be corrected, that our website or The server that makes it available are free of viruses or other Harmful components, or that the website or any services or items Obtained through the website will otherwise meet your needs or Expectations.

The company hereby disclaims all warranties of any kind, whether Express or implied, statutory or otherwise, including but not Limited to any warranties of merchantability, non-infringement, And fitness for particular purpose.

The foregoing does not affect any warranties which cannot be Excluded or limited under applicable law.

In no event will the company, its affiliates, or their licensors, Service providers, employees, agents, officers, or directors be Liable for damages of any kind, under any legal theory, arising Out of or in connection with your use, or inability to use, the Website, any websites linked to it, any content on the website or Such other websites, including any direct, indirect, special, Incidental, consequential, or punitive damages, including but not Limited to, personal injury, pain and suffering, emotional Distress, loss of revenue, loss of profits, loss of business or Anticipated savings, loss of use, loss of goodwill, loss of data, And whether caused by tort (including negligence), breach of Contract, or otherwise, even if foreseeable.

In no event will company's aggreagate liability arising out of or Related to the service exceed the greater of: the amounts paid for Customer to company for the service in the twelve (12) months Prior to the event giving rise to liability or five thousand u.S. Dollars ($5,000.00 usd).

The foregoing does not affect any liability which cannot be Excluded or limited under applicable law.

14.1 Service Availability

The Company targets, but does not guarantee, 99.5% monthly uptime for the Service, excluding Planned Maintenance and Permitted Downtime.

14.2 Service Planned Maintenance

The Company may conduct planned maintenance, generally outside of business hours, with reasonable advance notice via email or dashboard.

14.3 Service Permitted Downtime

Unavailability due to factors outside The Company's reasonable control, including internet or carrier outages, third-party provider failures, force majeure, and emergency security maintenance.

14.4 Service Support

Standard support is available Monday–Friday, 9:00 a.m.–5:00 p.m. Eastern, excluding U.S. federal holidays. Enhanced support/SLA requires a separate written agreement.

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, your User Content, any use of the Website's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website.

16.1 Informal Resolution

Before filing a claim against the Company, you agree to try to resolve the dispute informally by contacting legal@PAYNS.io We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or the Company may bring a formal proceeding under the governing law and jurisdiction requirements set out in Section 17.

16.2 Arbitration

If we cannot resolve a dispute informally, any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Arbitration is the exclusive dispute-resolution process for all claims not eligible for small-claims court, except either party may seek injunctive relief for IP or security abuse. The arbitrator has exclusive authority to decide arbitrability ('delegation'). Unless the parties agree otherwise, a single arbitrator will be appointed under the AAA Commercial Rules. You may opt out of this arbitration provision by sending written notice within 30 days of first acceptance of these Terms. The arbitration shall be conducted in Franklin County, Ohio, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

16.3 Class Action Waiver

You and the company agree that each may bring claims against the Other only in your or its individual capacity and not as a Plaintiff or class member in any purported class or Representative proceeding. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

16.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

17.1 Governing Law

These Terms and any dispute or claim arising out of or related to them, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Franklin County, located in the State of Ohio, without giving effect to any choice or conflict of law provision or rule.

17.2 Jurisdiction

Any arbitration, legal suit, action, or proceeding arising out of, or related to, these Terms or the Website shall be instituted exclusively in the State of Ohio, in each case located in Franklin County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

18.1 Waiver

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

18.2 Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

These Terms, our Privacy Policy, and any other terms and conditions referenced herein constitute the sole and entire agreement between you and the Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

This Website will not, and does not intend to, market any products or services to children under the age of 13, nor does it knowingly collect or solicit any personal information from children under the age of 13. If we learn that we have collected personal information from a child under the age of 13, we will promptly delete that information. If you believe we might have any information from or about a child under the age of 13, please contact us at legal@PAYNS.io.

When you use the Website or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

The Company shall not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

You may not assign or transfer these Terms, by operation of law or otherwise, without Company's prior written consent. The Company may assign these Terms, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of assets. Any permitted assignee will be bound by these Terms.

The following survive termination or expiration: Definitions; Fees (if any) accrued; IP Ownership; Confidentiality; Customer Data; Acceptable Use; Third-Party/Carrier Disclaimers; Warranty Disclaimers; Limitations of Liability; Indemnities; Export/Sanctions; API Terms; Dispute Resolution; Governing Law; and Survival itself.

The Company may identify you as a customer by name and logo in lists and materials, provided Company follows your published brand guidelines and ceases upon written request.

Company aims to improve accessibility of the Service and, where commercially reasonable, align with WCAG 2.1 AA guidelines. Please contact accessibility@PAYNS.io for assistance or to report issues.

You consent to electronic acceptance of these Terms. The Company may record acceptance events (user ID, timestamp, IP, Terms version). Material changes to these Terms will be communicated per the 'Changes' section. Your continued use after the effective date constitutes acceptance.

Legal notices to Company must be sent to legal@PAYNS.io with a copy to 4601A Lyman Drive, Hilliard, Ohio 43206. Company may provide you notices via email to your account email(s) or via in-product notifications. Notices are deemed given on the date sent (email) or posting (in-product). You are responsible for keeping your contact details current.

Questions about the Terms should be sent to us at:

By using this website, you acknowledge that you have read these Terms of use, understand them, and agree to be bound by them. If You do not understand or do not agree to be bound by these terms Of use, you must immediately exit the website.