*** title: API Terms of Service published: true --------------------- For clean Markdown of any page, append .md to the page URL. For a complete documentation index, see https://docs.payroc.com/get-started/llms.txt. For full documentation content, see https://docs.payroc.com/get-started/llms-full.txt. # Merchant Solutions API Program Terms of Service Last revised: March 2026 BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE PAYROC APIs, YOU SHOULD CAREFULLY REVIEW THESE TERMS AND CONDITIONS, AS THEY GOVERN ALL ACCESS TO AND USE OF THE PAYROC APIs. THESE TERMS FORM A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN THE INDIVIDUAL OR ENTITY THAT WILL ACCESS OR USE THE PAYROC APIs ("USER") AND \[PAYROC WORLDACCESS, LLC], ON BEHALF OF ITSELF AND ITS AFFILIATES ("PAYROC"). By clicking "I Accept," otherwise indicating acceptance of this Agreement, and/or accessing or using the Payroc APIs, the individual taking such action represents and warrants that they are authorized to bind User to this Agreement. If User does not agree to this Agreement, User must not access or use the Payroc APIs or participate in the Program. IF USER DOES NOT AGREE TO THIS AGREEMENT, USER IS NOT GRANTED PERMISSION TO ACCESS OR USE THE PAYROC APIs IN ANY ENVIRONMENT. The Payroc General Terms of Use (the "General Terms of Use") and Merchant Agreement (as defined below) are incorporated herein by reference. In the event of a conflict between this Agreement and the General Terms of Use, or this Agreement and the Merchant Agreement, if any, this Agreement controls solely as to the conflicting provisions with respect to the subject matter hereof. ## 1. Definitions **"Payroc API"** means: (i) any machine-accessible application programming interface that Payroc makes available to provide access to any Payroc online services (each, a "Payroc Offering"), including all associated tools, elements, components, and executables; (ii) any Payroc sample code that enables interaction with a Payroc Offering; and (iii) any documentation that Payroc makes available to facilitate access to or use of the Payroc APIs. **"Program"** means Payroc's Merchant Solutions API Program described in this Agreement. **"User Applications"** means User's customer relationship management systems and other applications that integrate with the Payroc APIs. ## 2. Sandbox Access (Evaluation and Development Only) Payroc may, in its discretion, grant User limited access to the Payroc APIs in a designated sandbox or testing environment solely for internal evaluation and development purposes. Access to the sandbox does not require User to be a party to a Merchant Agreement (as defined below). Sandbox access: (a) is limited to non-production use; (b) may not be used to process live payment transactions; and (c) may include test data that may be deleted or reset at any time. No rights are granted to use the Payroc APIs in a production environment unless and until User satisfies the requirements in Section 3. ## 3. Production Access Requirements; Merchant Agreement Access to and use of the Payroc APIs in a production environment is strictly conditioned upon User being a party to a valid and effective Merchant Agreement. If User is: (a) a merchant that is or intends to process card transactions with Payroc (a "Merchant"), User must enter into a merchant processing agreement with Payroc governing the purchase and receipt of payment processing services; or (b) a referral partner, independent sales organization, independent software vendor, and/or other merchant service provider to Merchants (a "Merchant Service Provider"), User must enter into an agreement with Payroc governing the submission, referral, and/or servicing of Merchants in connection with payment processing services (collectively, the "Merchant Agreement"). Absent a valid and effective Merchant Agreement, User is not permitted to access or use the Payroc APIs in a production environment. ## 4. Program Purpose; Permitted Use Subject to this Agreement and, with respect to production use, a valid and effective Merchant Agreement, Payroc makes the Payroc APIs available to enable User to integrate the User Applications with Payroc's Offerings, including to the extent made available online, its merchant onboarding and payment processing platform(s) in order to: (a) submit merchant applications for review, acceptance, and onboarding by Payroc; and (b) support card processing, reporting, and servicing of Merchants onboarded by Payroc (collectively, the "Payroc Merchant Solutions Services"). User may use the Payroc APIs solely in connection with the User Applications and only for the purposes expressly permitted under this Agreement and, where applicable, the Merchant Agreement. Payroc retains sole discretion with respect to the review, acceptance, and onboarding of any merchant, and nothing in this Agreement obligates Payroc to approve any merchant application or provide services to any referred merchant. ## 5. License Grant Subject to User's compliance with this Agreement and, with respect to production use, a valid and effective Merchant Agreement, Payroc grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Payroc APIs solely to develop, test, support, and operate the User Applications for the purposes expressly permitted under this Agreement. User may use the Payroc APIs only as expressly authorized in this Agreement. No other rights are granted, whether by implication, estoppel, or otherwise. Payroc may suspend or terminate User's access to the Payroc APIs at any time for any reason, including the violation of this Agreement. For the avoidance of doubt, User will not use the Payroc APIs, Payroc Confidential Information, or Payroc Data to develop, market, or offer any product or service that is competitive with Payroc's merchant onboarding, merchant processing, related Payroc Offerings or any other Payroc Merchant Solutions Services. ## 6. Use Restrictions User shall not, and shall not permit any third party to: * Use the Payroc APIs in any manner that could impair, harm, or disrupt Payroc, the Payroc APIs, any Payroc Offering, any other Payroc Merchant Solutions Services or any third party's use thereof. * Disrupt, interfere with, or attempt to gain unauthorized access to any services, servers, devices, systems, or networks used by Payroc, including those connected to or accessible through the Payroc APIs. * Use the Payroc APIs or any data obtained through the Payroc APIs to migrate merchants or customers away from Payroc's services. * Scrape, bulk extract, index, build databases from, or otherwise create copies of data accessed through the Payroc APIs, except as strictly necessary to support the permitted functionality of the User Applications in accordance with the terms of this Agreement. * Request or access more data, or broader permissions, than reasonably necessary to enable the intended functionality of the User Applications and, in any event, only to the extent expressly permitted by this Agreement. * Use excessive bandwidth or otherwise adversely impact the stability, performance, or availability of the Payroc APIs. * Circumvent or attempt to circumvent any usage limits, rate limits, technical controls, or access restrictions imposed by Payroc. * Reverse engineer, decompile, or disassemble the Payroc APIs, Payroc Offering or other Payroc Merchant Solution Services. * Use the Payroc APIs or any data obtained through them for benchmarking, competitive analysis, or performance testing of Payroc's services. * Use the Payroc APIs or any data obtained through them to identify, exploit, or publicly disclose any security vulnerability. * Use, disclose, or make available any data obtained through the Payroc APIs beyond the scope of permissions granted by the applicable merchant or authorized end user and, in any event, only to the extent expressly permitted by this Agreement. * Use or transfer any data obtained through the Payroc APIs, including aggregated, anonymized, or derived data, for advertising, marketing, targeting, or promotional purposes. * Redistribute, resell, sublicense, or otherwise make the Payroc APIs or access thereto available to any third party, except as expressly permitted under this Agreement. * Falsify, alter, or obscure any identifier, credential, or other information relating to calls made to the Payroc APIs. * Use the Payroc APIs in any manner that violates applicable law, payment network rules, or applicable privacy or data protection requirements, or that creates, in Payroc's reasonable determination, a material security or privacy risk. ## 7. Ownership; Control; Changes; No Obligation User acknowledges and agrees that Payroc owns and controls the Payroc APIs, the Payroc Offerings, Payroc Merchant Solutions Services and the Payroc platform(s) through which any such services are provided. Except for the limited rights expressly granted under this Agreement, no rights are granted to User in or to the Payroc APIs, any Payroc Offering, or any other Merchant Solutions Services. All data made available by Payroc to User through the Program, including merchant application data, transactional data, billing data, dispute data, reporting data, and related information (collectively, "Payroc Data"), is and shall remain owned and controlled by Payroc or its applicable merchants in accordance with the terms of their agreements with Payroc. User acquires no ownership rights in Payroc Data and may use Payroc Data solely as necessary to perform the permitted purposes under this Agreement and, where applicable, the Merchant Agreement. Payroc may, at any time, change or discontinue the availability of some or all of the Program, including any Payroc APIs, Payroc Offerings or other Merchant Solutions Services. Payroc may also impose or modify limits on use (including rate limits) in its discretion. This Program, including any Payroc APIs or Payroc Offerings, is provided without any service level commitment. ## 8. Security; Monitoring; Audit ### Security User will implement and maintain all commercially reasonable administrative, technical, and physical safeguards in accordance with applicable law, designed to protect Payroc Data and any Personal Data processed in connection with the Program against unauthorized access, disclosure, alteration, or destruction. User's systems used to develop, operate, or support the User Applications must be properly configured and secured. ### Monitoring and Enforcement Payroc may use technical measures to detect, prevent, or limit issues caused by the User Applications or User's use of the Payroc APIs, including filtering, rate limiting, and security or privacy monitoring for scraping, denial-of-service attacks, or credential misuse. ### Compliance Verification Upon Payroc's reasonable request, User will provide information and assistance reasonably necessary to verify User's compliance with this Agreement, which may include providing Payroc access to a non-production environment or test instance of the User Applications. If User fails to provide reasonably requested information or access, Payroc may suspend or terminate access to the Payroc APIs. ### Security Incidents User will maintain an incident response process. User will notify Payroc without undue delay of any confirmed security incident involving Payroc APIs, Payroc Data, or the Program that could reasonably be expected to compromise the confidentiality, integrity, or availability of Payroc Data, and will cooperate with Payroc's reasonable requests to investigate and remediate. ## 9. Privacy and Data Protection User shall comply with all applicable laws and regulations, including privacy and data protection laws, in connection with its access to and use of the Payroc APIs and its collection, submission, receipt, and other processing of any data through the Payroc APIs. User shall: (a) provide all required notices and obtain all necessary consents and authorizations for its use of the Payroc APIs and any Payroc Data; (b) maintain and comply with a written privacy policy that accurately describes its data practices; and (c) implement commercially reasonable retention and deletion procedures to delete or de-identify Payroc Data when no longer needed for the permitted purposes under this Agreement or upon merchant instruction, as applicable. ### Payroc's Privacy Policy; Personal Data User acknowledges and agrees that Payroc's Privacy Policy, as updated from time to time, governs Payroc's collection and processing of Personal Data, including Personal Data submitted by User or transmitted through the Payroc APIs. The Privacy Policy is incorporated herein by reference solely to describe Payroc's data practices and does not create any additional representations, warranties, or obligations, or expand Payroc's liability beyond those expressly set forth in this Agreement. User represents and warrants that it has a valid legal basis and sufficient rights to collect and disclose Personal Data to Payroc and that its application and related data practices comply with applicable law and its own privacy policy. **"Personal Data"** means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable natural person, including any data reflecting numerical, physical, physiological, genetic, mental, economic, cultural, or social identity factors. Nothing in Payroc's Privacy Policy limits User's independent obligations under applicable law or this Agreement. ### Other Merchant Information In connection with the Program, User may receive information regarding Payroc merchants, including transaction data and information concerning their personnel ("Other Merchant Information"). If User is a Merchant Service Provider, it represents and warrants that it maintains a direct written agreement with each applicable Merchant authorizing Payroc to provide, and User to access and use, such information. User shall use Other Merchant Information solely as necessary to perform its expressly permitted activities under this Agreement and shall not collect, store, use, disclose, or otherwise process Other Merchant Information for any other purpose. ### Deletion User shall promptly delete or securely destroy all Personal Data and Other Merchant Information in its possession or control upon the earlier of (i) Payroc's written request, (ii) the applicable Merchant's written request, or (iii) termination or expiration of User's participation in the Program, except to the extent retention is required by applicable law. Any retained information shall remain subject to the confidentiality, use, and non-disclosure obligations set forth in this Agreement for so long as it is retained. ## 10. Confidentiality **"Payroc Confidential Information"** means non-public information disclosed by Payroc to User in connection with the Program, including API credentials, technical documentation not publicly available, and Payroc Data, whether or not marked confidential. User will: (a) use Payroc Confidential Information only as necessary to exercise rights expressly granted under this Agreement; (b) protect Payroc Confidential Information using at least the same degree of care it uses to protect its own similar information, and in no event less than reasonable care; and (c) not disclose Payroc Confidential Information except to its employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that User can demonstrate: (i) is or becomes publicly available through no fault of User; (ii) was lawfully known to User without restriction before receipt from Payroc; (iii) is lawfully received from a third party without breach of any obligation; or (iv) is independently developed without use of Confidential Information. User shall promptly return or securely destroy all Payroc Confidential Information upon Payroc's written request or upon termination or expiration of this Agreement, except to the extent retention is required by applicable law. Any retained information shall remain subject to the confidentiality, use, and non-disclosure obligations set forth in this Agreement for so long as it is retained. ## 11. Feedback User may provide timely feedback to Payroc regarding the functionality, features, or enhancements of the Payroc APIs, the Program, Payroc Offerings and Payroc Merchant Solution Services, which may include suggestions, comments, bug reports, test results and the reproduction of any issues discovered or other feedback. User agrees that all feedback provided by User in any form shall be the property of Payroc which Payroc will be free to use and disclose on an unrestricted basis without notifying or compensating User and User hereby assigns all rights it may have in the feedback and in all related intellectual property, including but not limited to patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights that User creates or develops in the process of testing or using the Payroc APIs to Payroc. ## 12. Disclaimer; Limitation of Liability; Indemnity ### Disclaimer THE PROGRAM, INCLUDING THE PAYROC APIs AND PAYROC OFFERINGS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYROC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PAYROC DOES NOT WARRANT THAT THE PROGRAM, INCLUDING THE PAYROC APIs AND PAYROC OFFERINGS, WILL BE UNINTERRUPTED OR ERROR-FREE. ### Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYROC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PROGRAM, INCLUDING THE PAYROC APIs AND PAYROC OFFERINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYROC'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED USD \$100. ### Indemnity User will defend, indemnify, and hold harmless Payroc and its affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) User Applications; (b) User's breach of this Agreement; or (c) User's violation of applicable law, payment network rules, or third-party rights. ## 13. Force Majeure No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God; (ii) any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any governmental authority; (iv) any labor disputes (whether or not employees' demands are reasonable or within the party's power to satisfy); or (v) the nonperformance by a person or entity for any similar cause beyond the reasonable control of such party, including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail, and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. Notwithstanding anything to the contrary, in this Section or Agreement, User's failure to receive payment or funds from a person or entity shall not excuse the performance of User's obligations to Payroc under this Agreement. ## 14. Term; Termination; Changes; General Terms ### Term This Agreement is effective upon the earlier of User's acceptance of this Agreement or User's first access to the Payroc APIs, and continues until terminated (the "Term"). ### Termination User may terminate this Agreement at any time by ceasing all access to and use of the Payroc APIs. Payroc may suspend or terminate this Agreement or User's access to the Payroc APIs at any time for any reason, including if User violates this Agreement. Upon termination, all licenses granted to User immediately end and User must cease use of the Payroc APIs. Termination does not affect indemnification obligations, confidentiality and data protection obligations, or other provisions that by their nature survive termination. ### Modification Payroc may modify this Agreement (or any portion of it) at any time by posting a revised version of the modified portion(s) on the "Legal" section of Payroc's website or by notifying User. The modified Agreement is effective upon posting or as stated in the notice, if Payroc notifies User. By continuing to use the Payroc APIs after the effective date of any modification to this Agreement, User agrees to be bound by the modified Agreement. User is responsible for checking the "Legal" section of Payroc's website regularly for modifications to this Agreement. Except as this Agreement otherwise expressly allows, this Agreement may not be modified except in writing signed by the parties. ### Assignment User may not assign this Agreement without Payroc's prior written consent. Payroc may assign this Agreement without restriction. ### Governing Law; Venue This Agreement is governed by the laws of the State of Illinois, without regard to conflict of laws principles. The state and federal courts located in Illinois will have exclusive jurisdiction and venue, and each party consents to such jurisdiction and venue. ### Independent Contractors The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between the parties. ### Severability In the event that any provision or part of this Agreement, or the application of any such provision or part to any person or entity or set of circumstances, is for any reason determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision or part to persons, entities or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, will not be impaired or otherwise affected and will continue to be valid and enforceable to the fullest extent permitted by applicable law. ### No Waiver Neither the failure nor delay by Payroc to exercise, or the partial exercise of, any right under this Agreement will operate as a waiver or estoppel of such right, nor shall it amend this Agreement. ### E-Sign Consent Agreement User agrees that electronic acceptance, including clicking "I Agree," constitutes a binding agreement and has the same legal effect as a handwritten signature. User also consents and agrees that: (a) Payroc can provide disclosures required by applicable law and other information about User's legal rights and duties to User electronically; (b) where required or requested, User's electronic signature (via "click-through" or other method) on agreements and documents relating to the Program, including the Payroc APIs and Payroc Offerings, has the same effect as if User signed them in ink; (c) Payroc can send all communications, amendments to this Agreement, notices, and other disclosures or information regarding the Program (collectively defined as "Disclosures") to User electronically (i) via e-mail, (ii) by access to a web site that Payroc designates in an e-mail notice it sends to User at the time the information is available, or (iii) to the extent permissible by applicable law, by access to a website that Payroc will generally designate in advance for such purpose; (d) if User wants a paper copy, User can print a copy of the Disclosure or download the information for its records; and (e) this consent applies to all future Disclosures sent to User in connection with the Program, including the Payroc APIs and Payroc Offerings, and this Agreement, or your use thereof, whether or not User chooses to view or print or download the Disclosure. ### Entire Agreement This Agreement is the entire agreement regarding the Program and Payroc APIs and supersedes all prior or contemporaneous agreements and understandings on that subject.