Terms of Service

1. Introduction

These Terms of Service (“Terms”) constitute a legally binding agreement between you and PerfectPay (“we,” “us,” or “our”), a company incorporated in the State of Delaware, United States, governing your access to and use of the PerfectPay platform, the Perfect consumer application, application programming interfaces (APIs), documentation, and related services (collectively, the “Services”). These Terms apply to two categories of users:

• Merchants and businesses (“Merchant” or “you” in B2B context): Entities using PerfectPay to accept, process, route, and settle payments, manage agent commerce, and syndicate product catalogs.
• Consumers (“Consumer” or “you” in B2C context): Individuals using the Perfect app for chat, peer-to-peer (P2P) payments, agent authorization, cash-out services, and related consumer features.

By creating an account, accessing, or using any part of the PerfectPay platform or the Perfect app, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not use our Services.

2. Definitions

The following terms have specific meanings when used in these Terms of Service:

“Platform”

The perfectpay.ai website, APIs, dashboard, SDKs, the Perfect consumer application, and all related services provided by PerfectPay across the *.perfectpay.ai domains.

“Merchant”

Any business entity or individual using PerfectPay to accept, process, or manage payments.

“Consumer”

An individual using the Perfect app for personal payment services, including P2P transfers, agent authorization, chat, and cash-out.

“Agent”

An artificial intelligence agent that has been authorized by a Merchant or Consumer to discover products, negotiate terms, and/or complete transactions via the PerfectPay platform.

“Agent Authorization”

A credential issued through PerfectPay that defines an agent's spending scope, including permitted merchants, categories, spending limits, and expiration parameters. Agent authorizations may be issued by Merchants (for procurement agents) or by Consumers (for personal shopping agents).

“Catalog Syndication”

The distribution of merchant product data (descriptions, pricing, availability) to third-party AI platforms so that AI agents can discover and present those products to consumers.

“Perfect App”

The PerfectPay consumer mobile application providing chat, P2P transfer, agent authorization, cash-out, and related consumer services.

“Banking Partner”

A licensed financial institution that holds consumer funds, processes transfers, and provides banking services on behalf of PerfectPay.

3. Eligibility

To use PerfectPay, you must meet all of the following requirements:

• You must be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater.
• You must be legally authorized to enter into binding contracts in your jurisdiction. If acting on behalf of a business entity, you must have the authority to bind that entity to these Terms.
• For Merchants: You must be operating a lawful business in your jurisdiction. You represent and warrant that your use of PerfectPay and the goods or services you offer through our platform do not violate any applicable laws or regulations.
• For Consumers: You must be a natural person using the Perfect app for personal, lawful purposes. You may not use the Perfect app on behalf of a business entity (business use requires a Merchant account).

We reserve the right to refuse service, terminate accounts, or cancel transactions at our sole discretion if we determine that these eligibility requirements are not met.

4. Account Registration

To access the PerfectPay platform or Perfect app, you must create an account and provide accurate, complete, and current information as requested during the registration process. You agree to:

• Provide accurate information. All information you provide during registration and onboarding must be truthful, accurate, and complete. For Merchants, this includes your legal business name, tax identification number, business address, and banking details. For Consumers, this includes your legal name, email address, and phone number. You must promptly update your account information if any changes occur.
• Maintain account security. You are solely responsible for maintaining the confidentiality of your account credentials, including passwords, API keys (for Merchants), and two-factor authentication codes. You must immediately notify PerfectPay at [email protected] if you suspect unauthorized access to your account.
• One account per entity. Each business entity may maintain only one Merchant account. Each individual may maintain only one Consumer account. Multiple accounts for the same entity or person are prohibited and may result in account suspension.

You are responsible for all activity that occurs under your account, whether or not authorized by you.

5. Payment Processing Services

Transaction Routing

PerfectPay routes your payment transactions to payment processors on your behalf using intelligent routing algorithms designed to maximize authorization rates and minimize processing costs. You authorize us to submit transactions to one or more payment processors in our network based on the routing rules and preferences you configure.

Role of PerfectPay

PerfectPay is a payment facilitator and orchestration platform. We are not a bank, money transmitter, or licensed financial institution. We facilitate the flow of payment instructions between you, your customers, and payment processors but do not hold or transmit funds directly except as necessary for settlement processing. Consumer funds held through the Perfect app are held by our licensed Banking Partners as described in Section 8 (Wallet & Funds).

Settlement

Funds from successfully processed transactions are settled to your designated bank account according to your pricing plan. Settlement timelines vary depending on your plan (instant or standard) and the capabilities of your receiving bank. Detailed settlement information is provided in Section 10 (Instant Settlement) below.

Holds and Reserves

We reserve the right to place temporary holds on settlement funds or establish reserve requirements if we have reasonable grounds to suspect fraud, excessive chargebacks, or violations of these Terms, applicable law, or card network rules. We will notify you of any hold or reserve and the reasons for it.

Transaction Fees

Transaction processing fees are charged in accordance with the pricing plan you have selected. Current pricing is available at perfectpay.ai/pricing. Fees may be deducted from settlement amounts or invoiced separately, depending on your plan.

Chargebacks and Disputes

You are responsible for managing chargebacks and payment disputes initiated by your customers or their card-issuing banks. PerfectPay provides tools and dashboards to help you track, respond to, and manage disputes, but the ultimate financial responsibility for chargebacks lies with you. Excessive chargeback rates may result in additional fees, reserve requirements, or account termination.

6. Agent Commerce Services

Opting Into Agent Commerce

Merchants may opt into agent commerce features to make their products and services discoverable by AI agents. Opting in requires explicit consent through the PerfectPay dashboard and is entirely voluntary. Agent commerce features are not enabled by default.

Catalog Syndication

When you enable catalog syndication, PerfectPay distributes your product data to third-party AI platforms, including but not limited to OpenAI, Google, Microsoft, and Perplexity. We facilitate this distribution but do not control how those platforms present, rank, or recommend your products. PerfectPay makes no guarantees regarding product visibility, ranking, or sales volume on any third-party AI platform.

Agent Payment Authorizations

AI agent payment authorizations are verified per the Agent Payment Authorization (APA) schema. Each authorization credential defines the agent's spending scope, including permitted merchants or categories, maximum transaction amounts, aggregate spending limits, and expiration parameters. Transactions submitted by agents are validated against these credentials before processing.

Agent-to-Agent Payment Negotiation

PerfectPay supports agent-to-agent payment negotiation, where AI agents may negotiate payment terms, pricing, or multi-party settlement arrangements on behalf of their authorizing parties. All negotiation activity is logged for audit purposes and retained for 365 days. The authorizing party (Merchant or Consumer) remains solely responsible for transactions resulting from agent-to-agent negotiations that fall within the authorized scope.

Merchant-Authorized Procurement Agents (B2B)

Businesses may authorize their own AI agents with defined spending controls for procurement, expense management, or other business operations. You are solely responsible for all transactions your authorized agents complete within the scope you have defined. You must configure appropriate spending limits, category restrictions, and monitoring controls. PerfectPay is not liable for purchases made by your agents within the scope of their authorization.

Consumer-Authorized Agents (B2C)

Consumers may authorize AI agents through the Perfect app to make purchases on their behalf. As a Consumer authorizing an agent, you define the rules governing that agent's spending, including per-transaction limits, daily or monthly spending caps, permitted merchant categories, and blocked categories. You are responsible for all transactions that an agent completes within the scope of the authorization rules you have defined. You may revoke any agent's authorization at any time through the Perfect app, effective immediately. Transactions already in progress at the time of revocation will be completed, but no new transactions will be initiated.

Disabling Agent Commerce

Merchants may disable agent commerce features at any time through the PerfectPay dashboard. Consumers may revoke all agent authorizations at any time through the Perfect app. Upon disabling (for Merchants), we will cease syndicating product data within 48 hours. Transactions initiated by agents before disabling or revocation will be completed, but no new agent transactions will be accepted.

7. Consumer Services (Perfect App)

Perfect App Overview

The Perfect app provides consumer payment services including messaging, peer-to-peer (P2P) money transfers, AI agent authorization, and cash-out. By using the Perfect app, you agree to the terms set forth in this section in addition to all other applicable sections of these Terms.

Peer-to-Peer (P2P) Transfers

The Perfect app enables you to send and receive money to and from other Perfect app users. P2P transfers are processed via FedNow, the RTP (Real-Time Payments) Network, or ACH, depending on your linked bank's capabilities. You acknowledge and agree that:

• PerfectPay is not a bank. P2P transfers are facilitated through our licensed Banking Partners.
• You are solely responsible for ensuring that you send funds to the correct recipient. PerfectPay is not liable for transfers sent to the wrong person due to incorrect information you provided.
• Transfer limits apply. Daily and monthly transfer limits are displayed in the Perfect app and may vary based on your account verification level and history.
• Transfers are generally irreversible once initiated. If you believe a transfer was made in error or without your authorization, contact us immediately at [email protected].

Chat

The Perfect app includes a messaging feature that allows you to communicate with other users and send payment requests within conversations. By using the chat feature, you agree that:

• You will not use chat to transmit illegal, threatening, harassing, defamatory, obscene, or otherwise objectionable content.
• You will not use chat to facilitate fraud, scams, phishing, or any other deceptive or illegal activity.
• PerfectPay reserves the right to monitor, review, and moderate chat content to enforce these Terms, prevent fraud, respond to legal process, and maintain the safety and integrity of the platform.
• PerfectPay may suspend or terminate your access to chat features if you violate these terms.

Cash-Out

The cash-out feature allows you to withdraw funds from your Perfect app balance at participating locations. You acknowledge and agree that:

• Cash-out availability depends on participating locations near you and may not be available in all areas.
• Per-transaction and daily cash-out limits apply as displayed in the Perfect app.
• Fees may apply to cash-out transactions. Applicable fees are disclosed before you confirm the transaction.
• Cash-out transactions are final once completed and cannot be reversed.

Agent Authorization for Consumers

Consumer agent authorization is governed by Section 6 (Agent Commerce Services) above. As a Consumer, you define the rules, you are responsible for transactions within your defined scope, and you can revoke authorization at any time.

8. Wallet & Funds

PerfectPay Is Not a Bank

PerfectPay is not a bank, credit union, savings institution, or any other type of depository institution. PerfectPay does not hold your funds directly. All consumer funds associated with the Perfect app are held by our licensed Banking Partners in accounts established for the benefit of PerfectPay users.

Banking Partner & Regulatory Status

Our Banking Partners are FDIC-insured financial institutions licensed to hold customer funds. PerfectPay acts as an agent of our Banking Partners for the purpose of facilitating payment services. The identity of our current Banking Partner(s) is available in the Perfect app under “About > Banking Partner.”

FDIC Pass-Through Insurance

Funds held by our Banking Partners on your behalf may be eligible for FDIC pass-through insurance coverage up to the applicable limits (currently $250,000 per depositor, per insured bank), subject to applicable FDIC rules and requirements. FDIC insurance covers the failure of an insured bank; it does not protect against the insolvency of PerfectPay itself. For FDIC insurance to apply, certain recordkeeping requirements must be met. PerfectPay maintains records sufficient to support pass-through insurance eligibility.

Balance Limits

Your Perfect app balance is subject to maximum balance limits as displayed in the app. If your balance reaches the maximum limit, you will not be able to receive additional funds until you transfer, spend, or cash out a portion of your balance. Balance limits may vary based on your account verification level.

No Interest

Funds held in your Perfect app balance do not earn interest. You acknowledge that PerfectPay and/or our Banking Partners may earn interest or other revenue on pooled funds held on behalf of users, and you agree that you have no claim to any such interest or revenue.

9. Third-Party Marketplace

Opt-In to Receive Offers

Consumers may opt in to receive personalized offers from third-party marketplace merchants through the Perfect app. Opting in is entirely voluntary and can be enabled or disabled at any time in the Perfect app settings under “Marketplace Preferences.”

PerfectPay as Intermediary

PerfectPay acts solely as an intermediary connecting Consumers with marketplace merchants. We do not endorse, guarantee, warrant, or assume any responsibility for the products, services, offers, or promotions provided by third-party marketplace merchants. Any transaction you complete with a marketplace merchant is between you and that merchant.

Merchant Responsibility

Third-party marketplace merchants are solely responsible for the accuracy of their offers, the quality and delivery of their products and services, compliance with applicable laws and regulations, and the resolution of any disputes arising from transactions you complete with them.

Opting Out

You may opt out of marketplace offers at any time through the Perfect app settings or by emailing [email protected]. Upon opting out, you will stop receiving new offers within 48 hours, though offers already in transit may still be delivered. The data practices associated with marketplace offers are described in our Privacy Policy.

10. Instant Settlement

Availability

Instant settlement is available to merchants on Pro and Enterprise plans. Eligibility for instant settlement is subject to account verification, risk assessment, and plan requirements.

Settlement Rails

Instant settlements are routed via FedNow, the RTP (Real-Time Payments) Network, push-to-card, or Same Day ACH, depending on the capabilities of your receiving bank and the optimal routing path determined by our platform. PerfectPay selects the settlement rail that provides the fastest, most reliable settlement for each transaction.

Settlement Timing

While PerfectPay initiates instant settlements promptly, the actual speed of settlement depends on the receiving bank's participation in instant payment networks (such as FedNow or RTP). Banks that do not participate in these networks may experience longer settlement times via Same Day ACH or standard ACH.

Limitation

PerfectPay is not liable for settlement delays caused by receiving banks, clearing house processing times, bank holidays, or network outages affecting instant payment rails. We will make commercially reasonable efforts to notify you of any known settlement delays.

11. Prohibited Activities

You agree not to use PerfectPay or the Perfect app for any of the following activities:

• Fraud, money laundering, or terrorist financing. Engaging in or facilitating any form of fraud, money laundering, terrorist financing, or other financial crime.
• Card network rule violations. Conducting transactions that violate the rules and regulations of card networks such as Visa and Mastercard.
• Illegal goods or services. Using the platform to process payments for goods or services that are illegal in the jurisdiction where the transaction occurs or where you are located.
• Circumventing agent authorization controls. Attempting to bypass, modify, or circumvent agent authorization credentials or spending controls established through the platform, whether issued by a Merchant or a Consumer.
• Misuse of agent authorization. Authorizing AI agents to make purchases of illegal goods or services, using agent authorization to circumvent sanctions or trade restrictions, or configuring agent authorizations in a manner designed to evade fraud detection or compliance controls.
• Fraudulent catalog syndication data. Submitting false, misleading, or deceptive product data for catalog syndication, including inaccurate pricing, fabricated availability, misleading product descriptions, or data designed to manipulate AI agent decision-making.
• Abuse of P2P transfer system. Using P2P transfers for commercial purposes without a Merchant account, structuring transfers to evade reporting thresholds, or using P2P transfers to facilitate payments for prohibited goods or services.
• Cash-out abuse and money laundering. Using the cash-out feature to launder money, structure transactions to avoid regulatory reporting, or convert funds derived from illegal activity into cash.
• Reverse engineering. Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the PerfectPay platform, Perfect app, APIs, or any related software.
• Unauthorized rate limit exceedance. Exceeding published API rate limits without prior written authorization from PerfectPay. If you require higher rate limits, contact us to discuss Enterprise plan options.

Violation of these prohibitions may result in immediate account suspension or termination, fund holds, reporting to appropriate law enforcement authorities, and forfeiture of any funds associated with prohibited activity.

12. Intellectual Property

PerfectPay Property

The PerfectPay platform, Perfect app, APIs, SDKs, documentation, website, trademarks, logos, and all related intellectual property are owned by PerfectPay and are protected by applicable intellectual property laws. These Terms do not grant you any right, title, or interest in our intellectual property except the limited right to use the platform in accordance with these Terms.

Open Specifications

The Agent Payment Authorization (APA) specification is published by PerfectPay under an open license to facilitate industry-wide adoption and interoperability. The specific license terms governing the APA specification are available in the specification repository.

Your Content

You retain all ownership rights in your product data, business information, and other content you submit to the PerfectPay platform. By submitting content to PerfectPay, you grant us a limited, non-exclusive, worldwide license to use, reproduce, and distribute that content solely for the purpose of providing and improving our Services, including catalog syndication where you have opted in.

13. Fees & Billing

• Pricing. Fees for PerfectPay merchant services are determined by your selected pricing plan, the details of which are available at perfectpay.ai/pricing. Consumer services fees (including P2P transfer fees and cash-out fees, if applicable) are disclosed within the Perfect app before you confirm each transaction.
• Payment method. For Merchants, fees may be deducted directly from settlement amounts or invoiced on a monthly basis, depending on your plan and configuration. For Consumers, fees (if any) are deducted from your Perfect app balance at the time of the transaction.
• Fee changes. We will provide at least 30 days' advance written notice before making changes to our fee schedule. Notice will be sent to the email address associated with your account (and via push notification for Perfect app users). Your continued use of PerfectPay after the effective date of a fee change constitutes acceptance of the updated fees.
• Non-payment. For Merchants, failure to pay fees when due may result in suspension of your account and access to the platform. If your account is suspended for non-payment, you remain liable for all accrued and unpaid fees. Service will be restored upon payment of all outstanding balances.

14. Limitation of Liability

Cap on Liability

To the maximum extent permitted by applicable law, PerfectPay's total aggregate liability to you for any and all claims arising out of or relating to these Terms or your use of the Services shall not exceed the greater of (a) the total fees you paid to PerfectPay during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) $100.

Exclusions

PerfectPay shall not be liable for any of the following, whether direct or indirect:

• Downtime, errors, or outages of third-party payment processors in our routing network.
• Changes to card network rules, interchange rates, or regulations that affect your transaction costs or processing capabilities.
• Decisions made by third-party AI platforms regarding the ranking, presentation, or recommendation of your products.
• Settlement delays caused by receiving banks, clearing houses, or instant payment network outages.
• Losses resulting from transactions completed by agents acting within the scope of their authorized permissions, whether authorized by a Merchant or a Consumer.
• Losses resulting from P2P transfers sent to the wrong recipient due to incorrect information you provided.
• Products, services, offers, or promotions provided by third-party marketplace merchants.
• Actions taken by our Banking Partners, including but not limited to holds, delays, or restrictions on funds.

Consequential Damages

In no event shall PerfectPay be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability, even if PerfectPay has been advised of the possibility of such damages.

15. Indemnification

You agree to indemnify, defend, and hold harmless PerfectPay, its officers, directors, employees, agents, Banking Partners, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the PerfectPay platform, Perfect app, and Services; (b) the products, services, or content you offer through the platform; (c) transactions completed by agents you have authorized, whether as a Merchant or Consumer; (d) P2P transfers you have initiated; (e) your violation of these Terms, any applicable law, or any third-party rights; (f) any dispute between you and your customers, other users, or marketplace merchants; or (g) your participation in the third-party marketplace offers program.

16. Termination

Termination by Either Party

Either party may terminate these Terms and close the account by providing 30 days' written notice to the other party. Merchants may initiate termination through the PerfectPay dashboard or by contacting [email protected]. Consumers may close their Perfect app account through the app settings.

Immediate Termination

We may suspend or terminate your account immediately, without prior notice, if we reasonably determine that you have violated these Terms, engaged in prohibited activities (as described in Section 11), or if your continued use of the platform poses a risk to PerfectPay, our other users, our Banking Partners, or the integrity of the payment ecosystem.

Post-Termination Settlement (Merchants)

Upon termination of a Merchant account, any pending settlements for transactions already processed will be completed in accordance with the applicable settlement schedule. We may hold settlement funds for up to 90 days after termination to cover potential chargebacks, refunds, or disputes related to transactions processed during the term of your account.

Post-Termination Funds (Consumers)

Upon closure of a Consumer account, any remaining balance in your Perfect app will be transferred to your linked bank account. If no bank account is linked, you will have 90 days to link an account and withdraw your funds. After 90 days, unclaimed funds will be handled in accordance with applicable state unclaimed property laws.

Data After Termination

Following termination, your data will be retained and deleted in accordance with the retention schedule described in our Privacy Policy. You may request a copy of your data prior to account closure.

17. Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services, where the amount in controversy is less than $250,000, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (for Merchant disputes) or its Consumer Arbitration Rules (for Consumer disputes). The arbitration shall be conducted by a single arbitrator, and the seat of arbitration shall be Wilmington, Delaware. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Litigation for Larger Disputes

For disputes where the amount in controversy is $250,000 or greater, either party may bring an action in the federal or state courts located in the State of Delaware. Both parties consent to the exclusive jurisdiction and venue of such courts.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against PerfectPay.

18. Changes to Terms

We may modify these Terms from time to time. When we make material changes, we will provide at least 30 days' advance notice by email (sent to the address associated with your account), by push notification (for Perfect app users), and by posting the updated Terms on our website with a revised “Last updated” date. Your continued use of PerfectPay or the Perfect app after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the platform and close your account before the effective date.

19. Contact

If you have any questions about these Terms of Service, please contact us: