Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you or the organization you represent (“Merchant”, “you”, or “your”) and CommerceOrch, Inc. (“CommerceOrch”, “we”, “us”, or “our”), a Delaware corporation, governing your access to and use of the CommerceOrch payment orchestration platform and related services (collectively, the “Services”).

By clicking “I Agree,” by signing an Order Form, or by accessing or using the Services, you represent that: (a) you have read, understand, and agree to be bound by these Terms; (b) you are of legal age to form a binding contract; and (c) you have the authority to enter into these Terms personally or on behalf of the organization you represent.

We may modify these Terms at any time. We will provide at least 30 days’ advance notice of material changes by posting the updated Terms at commerceorch.com/legal/terms and, where required, notifying you by email. Your continued use of the Services following the effective date of any changes constitutes acceptance of those changes.

CommerceOrch provides a B2B payment orchestration infrastructure platform that enables merchants to:

• Connect to and manage multiple payment service providers (PSPs) through a single API integration;
• Configure intelligent payment routing rules to optimize authorization rates and reduce costs;
• Monitor transaction flows, reconciliation data, and analytics in real time;
• Manage payment methods, checkout sessions, and refund workflows;
• Access developer tools, SDKs, webhook delivery, and API key management.

CommerceOrch acts solely as a technology layer between you and your chosen PSPs. We do not collect, hold, transmit, or process end-consumer payment card data directly. We do not act as a payment processor, acquiring bank, or money services business.

The Services are provided on a subscription basis as described in the applicable Order Form or plan selected at the time of registration. We reserve the right to update, modify, or discontinue features of the Services with reasonable notice.

As a condition of using the Services, you agree to:

• Accurate Information. Provide accurate, complete, and current information during registration and keep it updated throughout your use of the Services.
• Account Security. Maintain the confidentiality of your API keys, credentials, and account access information. You are solely responsible for all activities that occur under your account.
• Compliance with Laws. Comply with all applicable laws, regulations, and industry standards in connection with your use of the Services, including but not limited to anti-money laundering (AML) laws, sanctions programs, consumer protection laws, and data privacy regulations.
• PCI DSS Compliance. Maintain applicable Payment Card Industry Data Security Standard (PCI DSS) compliance for your systems and ensure your end-consumer-facing checkout flows satisfy applicable cardholder data environment requirements.
• PSP Agreements. Maintain valid, active agreements with all PSPs you connect through CommerceOrch and comply with the terms and conditions imposed by those PSPs, card networks, and payment schemes.
• Notification. Promptly notify CommerceOrch of any unauthorized use of your account or any other breach of security.
• Appropriate Use. Use the Services only for lawful business purposes and only in connection with the business described in your account registration.

You may not use the Services to facilitate, process, or support any of the following:

• Activities that violate any applicable law or regulation, or that would expose CommerceOrch to liability;
• Fraudulent, deceptive, or misleading transactions or business practices;
• Sales of illegal goods or services, including controlled substances, counterfeit products, or unauthorized prescription drugs;
• Gambling activities, online casinos, or sports betting unless duly licensed in the applicable jurisdictions;
• Adult content businesses, escort services, or similar activities unless explicitly approved in writing by CommerceOrch;
• Sales of firearms, ammunition, or weapons without the required licenses;
• Ponzi schemes, pyramid schemes, multi-level marketing programs, or get-rich-quick schemes;
• Activities that infringe the intellectual property rights of any third party;
• Unauthorized access to, interference with, or disruption of CommerceOrch systems, networks, or the data of other customers;
• Reverse engineering, decompiling, or disassembling any part of the Services;
• Reselling, sublicensing, or distributing the Services or API access to third parties without prior written consent;
• High-risk financial services including payday lending, debt collection, or securities trading unless specifically permitted in your agreement.

CommerceOrch reserves the right to immediately suspend or terminate your account if we determine, in our sole discretion, that you are engaging in prohibited activities.

CommerceOrch is not a payment processor. The Services provide routing, orchestration, and infrastructure tools that connect you to third-party payment service providers (PSPs). CommerceOrch does not process, authorize, settle, or guarantee any payment transactions.

You are solely responsible for:

• Establishing, maintaining, and complying with your direct contractual agreements with each PSP you connect through CommerceOrch;
• Ensuring that your use of each PSP complies with that PSP’s terms of service, acceptable use policies, and applicable card network rules;
• All fees, chargebacks, reversals, fines, and penalties assessed by PSPs, card networks, or regulatory authorities in connection with your transactions;
• The accuracy and legality of all transaction data submitted through the Services;
• Obtaining any required licenses, registrations, or regulatory approvals for your payment activities in each jurisdiction where you operate.

CommerceOrch shall have no liability whatsoever for failed transactions, PSP-imposed service interruptions, chargeback outcomes, or changes in PSP pricing or policies. You acknowledge that CommerceOrch acts merely as a technology conduit and makes no representations regarding PSP performance, uptime, or approval rates.

Fees for the Services are set forth in your applicable Order Form or subscription plan. Unless otherwise agreed in writing:

• Subscription fees are billed monthly or annually in advance;
• All fees are denominated in United States Dollars (USD) and are non-refundable except as expressly stated in these Terms;
• You authorize CommerceOrch to charge your designated payment method for all fees;
• Overdue amounts will accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid in full;
• CommerceOrch may suspend access to the Services for accounts that are 15 or more days past due, following written notice.

Fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and similar governmental charges arising from your use of the Services.

CommerceOrch IP. The Services, including all software, APIs, interfaces, documentation, trademarks, and related materials, are owned by CommerceOrch and protected by intellectual property laws. These Terms do not grant you any ownership interest in the Services. Subject to your compliance with these Terms and timely payment of fees, CommerceOrch grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

Your Data.You retain all rights in and to the data you submit to the Services (“Merchant Data”). You grant CommerceOrch a worldwide, non-exclusive license to use Merchant Data solely to provide the Services, improve service quality (in anonymized/aggregated form), and fulfill legal obligations.

Feedback. If you provide feedback, suggestions, or ideas about the Services, CommerceOrch may use that feedback without restriction or obligation to you.

Each party may disclose to the other certain non-public information designated as confidential (“Confidential Information”). Each party agrees to: (a) keep Confidential Information strictly confidential; (b) not disclose Confidential Information to third parties without prior written consent; and (c) use Confidential Information only to fulfill obligations or exercise rights under these Terms.

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, that was already known, that is independently developed, or that must be disclosed by law.

CommerceOrch collects and processes personal data in connection with providing the Services as described in our Privacy Policy, which is incorporated into these Terms by reference.

You are responsible for ensuring that your collection and submission of personal data through the Services complies with applicable data protection laws including, where applicable, the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Where required, CommerceOrch will enter into a Data Processing Addendum (DPA) with you upon written request.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMMERCEORCH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

COMMERCEORCH DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (D) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMMERCEORCH, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL;
• DAMAGES ARISING FROM FAILED OR DECLINED TRANSACTIONS;
• DAMAGES ARISING FROM PSP SERVICE INTERRUPTIONS OR POLICY CHANGES;
• UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA,

EVEN IF COMMERCEORCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMMERCEORCH’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO COMMERCEORCH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND SHALL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

You agree to indemnify, defend, and hold harmless CommerceOrch and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services; (c) your Merchant Data; (d) your violation of any applicable law or regulation; or (e) your transactions or relationships with end consumers or PSPs.

These Terms remain in effect for the duration of your subscription or access to the Services.

Termination by You.You may terminate your account at any time by providing 30 days’ written notice to support@commerceorch.com. You will remain responsible for all fees incurred through the end of your billing period.

Termination by CommerceOrch. We may suspend or terminate your access to the Services immediately, without prior notice or liability, if: (a) you materially breach these Terms and fail to cure such breach within 15 days of written notice; (b) you engage in prohibited activities; (c) required by law or court order; (d) your account is the subject of a chargeback rate or fraud rate that exceeds acceptable thresholds; or (e) continued provision of the Services would expose CommerceOrch to unacceptable legal or regulatory risk.

Effect of Termination. Upon termination, your right to access the Services immediately ceases. Sections 7, 8, 10, 11, 12, 14, and 15 survive termination indefinitely.

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

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall first be subject to good-faith negotiation between the parties. If not resolved within 30 days, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. Judgment on the award rendered may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm. You waive your right to participate in any class action lawsuit or class-wide arbitration.

Entire Agreement. These Terms, together with any applicable Order Form, DPA, and the Privacy Policy, constitute the entire agreement between you and CommerceOrch concerning the Services and supersede all prior agreements or representations.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

No Waiver.CommerceOrch’s failure to enforce any right or provision shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms or any rights hereunder without prior written consent from CommerceOrch. CommerceOrch may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure. Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including acts of God, natural disasters, government actions, or failures of third-party infrastructure providers.

For questions about these Terms of Service, please contact us at: