Welcome to Ayuta Pay, a proprietary technology platform developed to facilitate peer-to-peer financial transactions and related services in a secure, efficient, and intuitive environment. These Terms and Conditions ("Terms") constitute a legally binding agreement between you, the end user (hereinafter referred to as "you," "your," or "User"), and Ayuta Pay, its affiliates, subsidiaries, officers, agents, licensors, employees, and representatives (collectively referred to as "Ayuta," "we," "us," or "our").
By accessing, installing, creating an account, registering, using, or otherwise interacting with any part of the Ayuta Pay application (mobile or web-based), website, APIs, backend systems, software, services, features, tools, or any component thereof (collectively, the "Service"), you affirmatively acknowledge that you have read, understood, and agreed to be unconditionally bound by these Terms in their entirety and without exception.
If you do not agree with any part of these Terms, you are strictly prohibited from accessing or using any part of the Service, and you must immediately cease all activity and uninstall or deactivate the application, website access, or other tools you may have used in relation to Ayuta Pay.
Legal Capacity and Authority
By accessing the Service, you confirm that you are at least 18 years of age (or the legal age of majority in your jurisdiction), fully competent to understand and agree to these Terms, and not otherwise barred from using digital financial services under any applicable law. If you are using the Service on behalf of a business, entity, or organization, you represent and warrant that you have the legal authority to bind that organization to these Terms.
Scope of Agreement
These Terms apply to all forms of access and use, whether casual, occasional, or ongoing, and cover all transactions, inquiries, or interactions involving your account, financial transfers, or communication via the platform. Additional policies such as our Privacy Policy, Dispute Resolution Policy, and AML/KYC Compliance Protocols are considered incorporated by reference and shall collectively govern your relationship with Ayuta Pay. You are encouraged to review all related documents in full.
Binding Arbitration and Waiver of Legal Remedies
As a core condition of your use of Ayuta Pay, you expressly agree that any and all disputes, claims, controversies, or alleged violations arising out of or in connection with the Service will be resolved exclusively through binding arbitration and not in court. Furthermore, you waive any and all rights to initiate, participate in, or benefit from class action lawsuits, jury trials, or legal claims against Ayuta Pay in any forum or jurisdiction, under any theory of law. This includes, but is not limited to, negligence, misrepresentation, fraud, strict liability, breach of contract, or any other tort or statutory cause of action.
No Guarantee of Access or Service Continuity
Ayuta Pay does not guarantee continuous, uninterrupted, or error-free access to the Service. Your use of the Service is at your own risk, and the Service is provided strictly on an “AS IS” and “AS AVAILABLE” basis. We reserve the right to refuse, restrict, suspend, or terminate access to the Service at our sole discretion, without notice, liability, or explanation, including but not limited to circumstances involving suspected fraud, misuse, legal violations, or risk exposure.
No Fiduciary Duty or Custodial Responsibility
You acknowledge and agree that Ayuta Pay is not a fiduciary, financial advisor, escrow agent, bank, money services business, or custodian of any funds or value. We facilitate digital money transfers between users based on the information and authorization you provide. You assume full responsibility for verifying transaction details, recipients, and amounts. Ayuta Pay is not responsible for failed, misdirected, fraudulent, or erroneous transfers, and we are under no obligation to refund, reverse, or mediate disputes between users.
Modification of Terms
We reserve the right, at any time and without prior notice, to update, amend, or revise these Terms in our sole discretion. Any modifications shall become effective immediately upon posting. It is your responsibility to review these Terms regularly. Continued use of the Service following such modifications constitutes your binding acceptance of the updated Terms. If you disagree with any changes, you must stop using the Service immediately.
Acknowledgement of Risk and Limitation of Remedies
By using the Ayuta Pay Service, you knowingly and voluntarily assume all risks associated with digital transactions, including but not limited to unauthorized access, transaction delays, technological malfunctions, third-party breaches, and unforeseeable losses. In no event shall Ayuta Pay be liable to you for any consequential, indirect, incidental, punitive, or special damages, including lost profits, business interruption, or reputational harm, regardless of the legal theory under which liability is asserted.
Final Acknowledgement
By proceeding with the use of Ayuta Pay, you affirm that you have read these Terms in full, understand their contents, and agree to be legally bound by all provisions herein. You further acknowledge that these Terms constitute the entire and exclusive agreement between you and Ayuta Pay with respect to the subject matter and supersede any prior or contemporaneous oral or written understandings.
2.1 Eligibility Requirements
To utilize the Ayuta Pay platform, you must meet and maintain the following eligibility criteria:
Minimum Legal Age: You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction of residence, whichever is greater, at the time of registration.
Legal Capacity: You must have full legal capacity to enter into binding agreements and conduct financial transactions.
No Legal Restrictions: You must not be a person or entity barred or otherwise prohibited from receiving or using financial technology services under any applicable laws, including U.S. export control laws, anti-terrorism statutes, anti-money laundering regulations, or sanctions imposed by any recognized authority or international body (e.g., OFAC, UN, EU).
You represent and warrant that you meet all eligibility criteria and agree to notify Ayuta Pay immediately if your eligibility status changes.
2.2 Registration and Account Creation
In order to access key functionalities of the Ayuta Pay Service, you are required to register for a user account ("Account"). You agree to provide the following during registration and maintain its accuracy:
Your full legal name (as it appears on government-issued ID)
A current, valid email address and phone number you own and control
A secure password or other authentication method
Government-issued identification (e.g., passport, driver’s license)
Tax identification or social security number, if required by law
Valid, lawful bank account or payment method details
Facial or biometric verification, if required
Any other information as may be required by Ayuta Pay or its compliance partners to satisfy Know Your Customer ("KYC") obligations, Anti-Money Laundering ("AML") rules, and internal security protocols
By registering, you authorize Ayuta Pay to make any inquiries it considers necessary, either directly or through third parties, to validate your identity and verify the information you have provided.
2.3 Truthful and Accurate Information
You agree to submit only true, accurate, current, and complete information and to update your account promptly if any information changes. Providing false or misleading information, whether intentionally or unintentionally, is grounds for account suspension or permanent termination and may result in civil and/or criminal liability.
2.4 Single Account Limitation
Each individual is allowed to register only one personal account, unless expressly authorized by Ayuta Pay in writing. Creation or use of multiple accounts by a single person to circumvent limits, take advantage of promotional offers, or disguise identity will result in immediate suspension of all accounts and possible forfeiture of any held or pending balances.
2.5 Business and Institutional Use
If you are registering on behalf of a company, legal entity, partnership, or organization ("Entity"), you represent and warrant that:
You are duly authorized to bind the Entity to these Terms;
The Entity is lawfully organized and in good standing under the laws of its jurisdiction;
All business activity conducted through Ayuta Pay will be legal and transparent;
The Entity is not a shell company, fictitious entity, or engaged in fraud or money laundering.
Business accounts are subject to enhanced due diligence and may require submission of incorporation documents, beneficial ownership records, tax IDs, banking confirmations, or other official documents.
2.6 Account Security and User Responsibility
You are solely responsible for the security and confidentiality of your account credentials and all activity that occurs under your account. You agree to:
Maintain strong passwords and security protocols;
Enable multi-factor authentication (if supported);
Avoid sharing login credentials with any third party;
Refrain from allowing others to operate or access your account without written permission from Ayuta Pay.
In the event of unauthorized access, a suspected security breach, or any anomalous activity, you agree to notify Ayuta Pay immediately at [insert support contact]. You understand that failure to notify us in a timely manner may result in loss of access, denial of reimbursement, and exposure to legal claims.
2.7 Account Review and Monitoring
Ayuta Pay reserves the right, at any time and without prior notice, to:
Review, audit, or investigate your account usage;
Request additional verification or documentation;
Restrict or suspend transfers pending review;
Report suspicious or unlawful activity to relevant authorities.
By using the Service, you authorize Ayuta Pay and its affiliates to access, retain, and share your information with law enforcement, regulatory agencies, or financial institutions as needed to comply with legal obligations or prevent fraud.
2.8 Prohibited Registration Practices
During registration and beyond, you agree not to:
Register using false identities or alter egos;
Misrepresent your purpose or geographic location;
Use forged or stolen documents;
Create or operate accounts for persons under the age of 18;
Use third-party credentials or payment details without consent;
Employ bots, scripts, or automation to create or manage accounts;
Attempt to bypass identity verification or security layers.
Violation of these provisions may lead to irreversible account termination, legal action, and permanent ban from the platform.
2.9 Termination for Noncompliance
Ayuta Pay reserves the right to suspend, limit, or permanently terminate any account found to be in violation of these Terms or any applicable law, regulation, or compliance standard. You acknowledge that Ayuta Pay is not liable to you or any third party for any loss of access, financial harm, or inconvenience resulting from such termination.
3.1 Nature of the Ayuta Pay Platform
Ayuta Pay is a technology-driven, peer-to-peer (P2P) money transfer platform designed to facilitate secure, fast, and user-initiated electronic payments between individuals and entities for personal, social, or business purposes. Our platform operates as a conduit for the exchange of funds by enabling the initiation and receipt of payments between consenting users who are registered and verified on the system.
By using Ayuta Pay, you acknowledge and agree that Ayuta Pay is not a bank, financial institution, credit union, money transmitter, or money services business (MSB) as defined under applicable U.S. federal or state laws, nor under international banking or regulatory standards. We do not issue credit, hold deposits, offer loans, pay interest, or directly manage any pooled user funds.
3.2 Technology Service Provider Disclaimer
Ayuta Pay solely provides technological tools, interfaces, and infrastructure that allow users to connect, communicate, and engage in peer-to-peer financial transactions. These transactions may include, but are not limited to:
Sending or receiving personal payments
Repaying personal loans or debts
Contributing to group gifts, fundraisers, or shared expenses
Transferring funds between accounts for convenience
Making payments for goods or services as permitted under applicable laws
Ayuta Pay does not assume any responsibility or liability for the legality, quality, or purpose of the transactions that occur between users, and we are not a party to the financial arrangement, contract, or dispute between sending and receiving parties.
3.3 Not a Custodian of Funds
At no point does Ayuta Pay custody, escrow, or physically hold any user funds. All funds transferred through the platform are processed directly between financial institutions or linked bank/payment accounts through integrations with authorized third-party payment processors. Ayuta Pay does not have access to, nor does it control, user bank accounts or balances.
By using the Service, you agree and understand that:
Ayuta Pay does not hold funds on behalf of users;
Ayuta Pay does not operate as a wallet, stored-value service, or pre-paid card provider;
Ayuta Pay has no legal or fiduciary responsibility to guarantee the delivery or receipt of funds, nor the satisfaction of any user’s expectations, beyond facilitating the technical transfer process.
3.4 Limitations of the Service
The Ayuta Pay platform is intended to serve as a payment facilitation service, and not a comprehensive financial management or banking solution. The following restrictions apply:
No FDIC Insurance: Funds sent using Ayuta Pay are not insured by the FDIC, SIPC, or any governmental or regulatory body. If a transaction is lost due to user error, fraud, or a third-party processor issue, Ayuta Pay does not provide financial reimbursement unless required by law.
No Investment Services: Ayuta Pay does not offer investment advice, brokerage services, or securities trading.
No Deposit or Interest-Bearing Accounts: You cannot deposit funds directly into Ayuta Pay, and we do not pay interest or dividends on any balance or transaction amount.
3.5 Third-Party Payment Processors and Banking Partners
Ayuta Pay may integrate with regulated third-party payment service providers (PSPs), banks, and financial APIs to execute user-initiated transactions. These may include, but are not limited to, payment gateways, banking APIs, digital wallets, or identity verification services.
By using Ayuta Pay, you expressly acknowledge and consent to:
The sharing of your account data, financial information, and personally identifiable information (PII) with authorized third parties for transaction processing, fraud prevention, and compliance;
Being bound by the terms and conditions, privacy policies, and fee structures of third-party processors used in conjunction with Ayuta Pay;
Possible delays, rejections, reversals, or holds imposed by banks or processors for security, regulatory, or technical reasons beyond Ayuta Pay’s control.
Ayuta Pay shall not be held liable for the actions, omissions, or technical failures of any such third-party provider.
3.6 No Guarantee of Delivery or Success
While Ayuta Pay strives to maintain the availability and accuracy of its platform, we do not guarantee:
The successful delivery of funds in every instance;
The resolution of transaction errors initiated through incorrect input by the user;
Real-time processing of all transfers;
Compatibility with all banks or financial accounts.
You understand that technical issues, security measures, network outages, or third-party service interruptions may result in delays, failed transfers, or errors for which Ayuta Pay shall not be responsible, except where explicitly required by applicable law.
3.7 Responsibility for Transactions
You acknowledge that you alone are responsible for:
Verifying the accuracy of the recipient’s details (including name, email, phone number, or account number);
Ensuring the legality and purpose of your transaction;
Complying with all laws, regulations, and tax obligations associated with your transfers.
Ayuta Pay does not intervene in payment disputes between users and does not adjudicate, reverse, or refund transfers unless explicitly required to do so by law or regulatory order.
3.8 Service Availability
Ayuta Pay may modify, suspend, or discontinue access to any part of the Service at any time without notice, including for maintenance, upgrades, or security purposes. While we strive to ensure uptime and availability, Ayuta Pay is not responsible for any loss, disruption, or inability to access the platform arising from system errors, natural disasters, force majeure events, or actions by external service providers.
4.1 General Obligations
As a user of Ayuta Pay, you agree to act responsibly, lawfully, and ethically in all interactions with the platform, other users, third-party services, and any associated financial institutions. You further agree to comply with all applicable local, state, national, and international laws, rules, and regulations while using the Service.
You acknowledge that you are solely responsible for your behavior and that Ayuta Pay assumes no liability for your actions or the actions of other users.
4.2 Prohibited Activities
You agree not to use the Ayuta Pay platform or services to engage in, promote, facilitate, or assist others in engaging in any of the following prohibited activities:
a. Illegal Transactions or Activities
Transmitting or receiving payments derived from criminal activity or intended to further unlawful conduct;
Use of the platform in connection with gambling, controlled substances, counterfeit goods, firearms, human trafficking, or any activity deemed illegal under federal, state, or international law;
Transferring funds on behalf of individuals or entities listed on government sanctions lists (e.g., OFAC, EU Sanctions, etc.).
b. Fraudulent or Deceptive Practices
Impersonating any person or entity, including but not limited to Ayuta Pay staff, financial institutions, or law enforcement;
Using fake identities, stolen identities, synthetic identities, or forged documents;
Misrepresenting the purpose of a transaction or submitting misleading information during onboarding, verification, or any support process;
Using the platform to defraud users, sellers, buyers, or third-party institutions.
c. Exploitative or Harmful Use
Attempting to hack, disrupt, or interfere with the Ayuta Pay system architecture, APIs, databases, or any user accounts;
Deploying viruses, malware, keyloggers, or any other malicious code;
Engaging in scraping, harvesting, or unauthorized data collection from the platform or its users;
Using bots, automation scripts, or AI agents to initiate unauthorized actions.
d. Abuse of Platform or Support
Filing false complaints or disputes;
Harassing or abusing customer support representatives;
Repeatedly violating policies or attempting to circumvent bans, blocks, or suspensions;
Attempting to manipulate or exploit fees, bonuses, promotions, or security flaws.
4.3 No Use for High-Risk or Regulated Activities
You may not use Ayuta Pay for activities that are considered high-risk or regulated unless you have received explicit prior written authorization from Ayuta Pay. These activities may include but are not limited to:
Money transmission businesses
Debt collection agencies
Cryptocurrency exchanges or services
Charitable fundraising platforms
Prepaid card sales
Check cashing or payday lending
Adult content or sex-related services
Investment platforms or securities trading
Any attempt to conduct these activities without authorization is grounds for immediate account termination and referral to law enforcement.
4.4 User Verification and Monitoring
You understand and agree that your use of the platform is subject to ongoing monitoring, auditing, and analysis, both automated and manual. Ayuta Pay reserves the right to:
Monitor transaction history for signs of suspicious activity;
Conduct enhanced due diligence at any time;
Request documentation or interviews to verify your identity, source of funds, and legitimacy of transfers;
Temporarily hold or cancel transactions pending review;
Report activity to relevant authorities if required.
You acknowledge and authorize Ayuta Pay to share user information with law enforcement agencies, regulatory bodies, financial institutions, and other partners for fraud prevention and legal compliance.
4.5 User Responsibility and Risk
You understand and agree that:
All transactions are initiated at your own risk;
You must verify the identity and trustworthiness of the recipient;
Ayuta Pay does not guarantee the outcome of any transaction, nor mediate disputes between users;
Funds sent in error, to the wrong party, or for purposes you later regret are not subject to automatic refund or reversal.
You further agree to indemnify, defend, and hold harmless Ayuta Pay, its founders, affiliates, officers, agents, employees, partners, and licensors from and against all claims, demands, liabilities, damages, losses, costs, and expenses (including attorney fees) arising from or related to:
Your use or misuse of the Service;
Your breach of these Terms;
Your violation of applicable law;
Any transaction you initiate or participate in;
Any fraudulent or illegal conduct.
4.6 Consequences of Violation
Any violation of this Section may result in, without limitation:
Immediate suspension or permanent termination of your account;
Reversal or cancellation of pending transfers;
Seizure or freezing of funds where permitted by law;
Cooperation with law enforcement or regulators;
Civil or criminal prosecution.
Ayuta Pay retains sole discretion in determining whether conduct violates this Agreement and reserves all rights to pursue remedies under applicable law.
5.1 Overview
By using the Ayuta Pay platform, you agree to pay all applicable fees associated with your account and transactions. These fees may include transaction fees, processing fees, conversion charges, chargeback fees, or any other service-related costs. All fees are disclosed to users prior to completing a transaction whenever possible.
Ayuta Pay reserves the right to modify its fee structure at any time. Any such modifications will be communicated through the platform or by email prior to becoming effective. Continued use of the Service following such changes constitutes your agreement to the updated fees.
5.2 Types of Fees
Fees may vary depending on the type and size of transaction, location, payment method, or user status. Fees may include but are not limited to:
Standard transfer fee per transaction
Premium service fee (e.g., expedited transfers)
Third-party integration or gateway fee
Account maintenance or inactivity fees
Compliance-related fees (e.g., for enhanced due diligence)
5.3 No Refund Policy
All fees paid to Ayuta Pay are non-refundable unless otherwise stated in writing. Once a transaction has been processed, no cancellations or reversals can be guaranteed. Users are encouraged to verify all transaction details prior to final submission.
5.4 Taxes
You are solely responsible for determining, collecting, reporting, and paying any applicable taxes related to your use of Ayuta Pay. Ayuta Pay does not provide tax advice or documentation beyond what is required by law.
5.5 Fee Disputes
If you believe that a fee has been charged in error, you must notify Ayuta Pay in writing within thirty (30) days of the fee being applied. Failure to do so will result in a waiver of any claim related to such disputed fees.
Ayuta Pay is not responsible for fees charged by your financial institution, including overdraft fees, ATM charges, foreign exchange fees, or other bank-imposed penalties.
You acknowledge and agree that you are solely and exclusively responsible for maintaining the confidentiality, security, and integrity of your Ayuta Pay account credentials, including, without limitation, your username, password, and any other information associated with your account. You further accept full responsibility for all activities and actions undertaken using your account, whether authorized by you or not.
You agree to exercise reasonable care and diligence in safeguarding your login credentials and to immediately notify Ayuta Pay, in writing, upon becoming aware of or suspecting any unauthorized access to or use of your account, any security breach, or any other compromise of your account credentials. Failure to do so may result in your liability for losses incurred by Ayuta Pay or any other user of the Services as a result of such unauthorized access or use.
You hereby agree to use Ayuta Pay’s services in strict compliance with all applicable local, state, national, and international laws, rules, and regulations. You further agree not to engage in any activity that is unlawful, abusive, fraudulent, deceptive, or otherwise prohibited, including but not limited to:
Participating in or facilitating fraudulent or deceptive financial schemes;
Using the platform for purposes of money laundering or terrorist financing;
Transacting in or facilitating the purchase, sale, or exchange of illegal or controlled substances, weapons, or other prohibited goods or services;
Operating, promoting, or funding Ponzi schemes, pyramid schemes, or any other form of high-risk investment scams;
Interfering with or attempting to compromise the security, integrity, or availability of the Services or the data of other users; or
Violating any rights of third parties, including intellectual property rights and privacy rights.
Ayuta Pay reserves the right, in its sole discretion and without prior notice, to suspend, restrict, or terminate your access to the Services if it determines that you have violated this Acceptable Use Policy.
You understand and acknowledge that funds transferred via Ayuta Pay are subject to processing timelines that may vary depending on several factors, including but not limited to banking networks, third-party service providers, compliance review procedures, and the specific nature of the transaction. Accordingly, Ayuta Pay makes no representation, warranty, or guarantee as to the immediacy of funds availability or the completion time of any particular transaction.
All transactions initiated through Ayuta Pay are conducted solely at your own risk. You assume full responsibility for the outcome of each transaction, and you agree that Ayuta Pay shall not be liable for any losses, delays, or disruptions caused by system errors, third-party service failures, force majeure events, or other circumstances beyond our control.
You are solely responsible for ensuring the accuracy and completeness of all transaction instructions and information entered into the Ayuta Pay platform prior to submission. This includes but is not limited to recipient details, transfer amounts, and funding sources.
Ayuta Pay shall not be held liable for any loss, delay, or error resulting from incorrect or incomplete information provided by you. Once a transaction has been initiated and confirmed by you through the platform, it is considered final and, as a general rule, cannot be reversed, canceled, or amended.
In the event that you identify a potential error or discrepancy in a completed transaction, you must notify Ayuta Pay in writing within ten (10) business days from the date of the transaction. Ayuta Pay will use commercially reasonable efforts to investigate and, where appropriate, assist in resolving the matter; however, Ayuta Pay does not guarantee the reversal or recovery of any misdirected or erroneous transaction.
Ayuta Pay may, from time to time, offer or enable access to products, services, applications, or websites provided by third parties ("Third-Party Services") for your convenience and use. Such Third-Party Services are governed exclusively by the terms, conditions, and privacy policies established by the respective third-party providers.
Ayuta Pay does not control, endorse, or assume any responsibility for the accuracy, legality, security, or functionality of any Third-Party Services. You acknowledge and agree that Ayuta Pay shall not be liable for any loss, damage, or harm arising from or related to your use of any such Third-Party Services. Your use of Third-Party Services is entirely at your own risk.
To the fullest extent permitted under applicable law, in no event shall Ayuta Pay, including its parent entities, subsidiaries, affiliates, licensors, service providers, officers, directors, employees, agents, or representatives (collectively, the “Released Parties”), be liable to you or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages whatsoever, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, loss of anticipated savings, or any other intangible losses, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if Ayuta Pay has been advised of the possibility of such damages.
This limitation applies regardless of whether the damages arise from (a) your use of or inability to use the Services; (b) any unauthorized access to or use of the Services or your data; (c) any content or conduct of any third party on or through the Services; or (d) any other matter relating to the Services. In no event shall the total liability of Ayuta Pay and the Released Parties, whether in contract, warranty, tort (including negligence), or otherwise, exceed the amount paid by you, if any, for the use of the Services in the six (6) months preceding the event giving rise to the claim.
Certain jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages; in such cases, our liability shall be limited to the maximum extent permitted by law.
You expressly acknowledge and agree that your use of the Ayuta Pay platform, including all services, features, content, tools, and functionality provided therein (collectively, the “Services”), is entirely at your sole risk and that the Services are provided on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis, without warranties of any kind, either express or implied.
To the maximum extent permitted by law, Ayuta Pay expressly disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranties arising out of course of dealing, course of performance, or usage of trade.
Ayuta Pay makes no representation or warranty that: (i) the Services will meet your requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) the results obtained from the use of the Services will be accurate or reliable; or (iv) any errors in the Services will be corrected. No oral or written information or advice provided by Ayuta Pay or its authorized representatives shall create any warranty not expressly stated herein.
As a condition of your use of the Ayuta Pay platform and Services, and in consideration of the benefits provided through such use, you hereby irrevocably waive, release, and relinquish any and all rights to commence or participate in any form of legal proceeding, lawsuit, arbitration, mediation, or other formal claim process against Ayuta Pay or any of its officers, directors, agents, employees, or affiliates, arising out of or relating to your use of the Services, regardless of the nature or basis of the alleged claim, including but not limited to tort, contract, equity, statute, or otherwise.
You expressly acknowledge and agree that your sole and exclusive remedy in the event of any dissatisfaction with the Services or any breach of these Terms is to discontinue your use of the Services. This waiver includes but is not limited to any right to seek monetary damages, injunctive relief, or declaratory relief. This section does not apply where prohibited by applicable law.
You hereby agree to indemnify, defend, and hold harmless Ayuta Pay and its affiliates, subsidiaries, successors, assigns, officers, directors, employees, contractors, licensors, and agents (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including but not limited to reasonable attorneys’ fees and litigation costs) arising out of or relating to:
(a) your use or misuse of the Services;
(b) any breach of these Terms or violation of any applicable law or regulation by you or any person using your account;
(c) your content, communications, or interactions with other users; or
(d) any alleged infringement or misappropriation of the rights of a third party, including intellectual property, privacy, publicity, or other proprietary rights.
Ayuta Pay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate fully in the defense of such claim.
In the interest of resolving disputes efficiently and cost-effectively, you and Ayuta Pay agree that all claims, controversies, or disputes arising out of or relating to these Terms, your use of the Services, or the relationship between you and Ayuta Pay shall be exclusively and finally resolved by binding arbitration under the rules of the American Arbitration Association (“AAA”), and not in court, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property or proprietary rights. The arbitration shall be conducted by a single arbitrator with expertise in commercial law. The arbitration will take place in Missouri, unless the parties mutually agree otherwise. The arbitrator shall have exclusive authority to resolve all issues relating to the interpretation, applicability, enforceability, or formation of these Terms.
CLASS ACTION WAIVER: You and Ayuta Pay agree that any arbitration shall be conducted in your respective individual capacities only and not as a class, consolidated, or representative action. You hereby waive your right to participate in any class action lawsuit, class-wide arbitration, private attorney-general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.
WAIVER OF JURY TRIAL: You expressly and knowingly waive the right to a trial by jury in any court proceeding.
Your personal and financial information is collected, processed, and stored in accordance with Ayuta Pay’s Privacy Policy, which forms an integral part of these Terms and is available for your review on our website. By using the Services, you consent to the collection and use of your information as outlined in the Privacy Policy. While Ayuta Pay employs commercially reasonable physical, technical, and administrative safeguards to secure your personal data and protect it from unauthorized access, disclosure, alteration, or destruction, you acknowledge that no security system is impenetrable. Therefore, we cannot and do not guarantee absolute security. Ayuta Pay shall not be liable for any unauthorized access to, or use of, your data that occurs despite the implementation of reasonable security measures.
Ayuta Pay shall not be liable for any delay or failure to perform its obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental actions, labor strikes or disputes, equipment or utility failures, acts of terrorism, cyber-attacks, war, civil disturbances, or interruption of telecommunications or internet services. Performance obligations shall be suspended for the duration of such force majeure event, and Ayuta Pay shall use commercially reasonable efforts to resume performance as soon as practicable thereafter.
Ayuta Pay reserves the right, in its sole and absolute discretion, to modify, amend, update, or revise these Terms at any time, with or without prior notice. All modifications shall become effective immediately upon posting to the Ayuta Pay website or notifying users by other means deemed appropriate by Ayuta Pay.
It is your responsibility to review these Terms periodically for changes. Your continued use of the Services following any such modification constitutes your binding acceptance of the revised Terms. If you do not agree to the updated Terms, your sole recourse is to discontinue use of the Services.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law provisions. Any action or proceeding arising from or relating to these Terms that is not subject to arbitration shall be instituted in the state or federal courts located in Saint Louis, Missouri, and you irrevocably submit to the exclusive jurisdiction of such courts.
If any provision, clause, or part of these Terms is determined to be unlawful, void, invalid, or otherwise unenforceable for any reason by a court or arbitrator of competent jurisdiction, the remainder of these Terms shall remain in full force and effect, and the unenforceable portion shall be deemed modified to the minimum extent necessary to render it valid and enforceable.
These Terms of Service, together with Ayuta Pay’s Privacy Policy and any applicable additional terms or disclosures provided in connection with specific features or transactions, constitute the entire and exclusive agreement between you and Ayuta Pay with respect to the subject matter herein and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Ayuta Pay’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.