1. Agreement and company identity
These Terms of Service (the “Terms”) form a binding agreement between you and OpenPath, Inc., a Maryland corporation operating as OpenPath Payments in California (“OpenPath,” “we,” “us,” or “our”). By accessing or using the Services, you accept these Terms on behalf of yourself or the organization you represent.
If you use the Services for an organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, do not use the Services.
A signed order form, merchant agreement, partner agreement, data processing addendum, service-level agreement, or other written agreement may apply to particular Services. If that agreement conflicts with these Terms, the signed agreement controls for that conflict.
2. The Services
OpenPath provides payment orchestration and related technology that may connect merchants, ecommerce platforms, gateways, processors, payment methods, fraud tools, recovery tools, and other providers. Features may include transaction routing, rules, tokenization, hosted payment elements, reporting, integrations, multi-processing, decline recovery, and risk signals.
OpenPath is a technology provider. Unless a separate written agreement expressly states otherwise, OpenPath is not a bank, card network, issuer, acquirer, money transmitter, or the merchant of record for your transactions. Payment authorization, settlement, chargebacks, reserves, and funding may be governed by third-party agreements.
We may improve or modify the Services over time. Material reductions to contracted functionality remain subject to any applicable signed agreement.
3. Eligibility and accounts
You must be legally capable of entering into a contract and use the Services only for lawful business purposes. You are responsible for accurate registration information, authorized users, account credentials, API keys, and activity conducted through your account.
- Protect credentials and use appropriate access controls, including multi-factor authentication when available.
- Promptly remove access for users who no longer need it.
- Notify OpenPath immediately at support@openpath.io if you suspect unauthorized access or a security incident.
- Do not share credentials between users or attempt to bypass account, rate, or security controls.
4. Payment ecosystem and third parties
The Services may interoperate with third-party platforms, gateways, processors, financial institutions, ecommerce systems, applications, and networks. Those providers are independent parties with their own terms, fees, availability, underwriting, privacy practices, and compliance obligations.
You authorize OpenPath to transmit data and instructions to the providers you configure or direct us to use. OpenPath does not guarantee that a third party will approve, route, settle, recover, or fund any transaction. A routing or risk decision is operational tooling, not a guarantee against fraud, loss, declines, chargebacks, regulatory action, or processor interruption.
5. Your responsibilities
You are responsible for your business, products, customer relationships, disclosures, transaction instructions, refund and cancellation practices, and compliance with laws and network rules applicable to you. You will not use the Services to:
- engage in fraud, deception, unauthorized transactions, money laundering, sanctions evasion, or unlawful activity;
- sell prohibited goods or services or violate card-network, processor, or platform rules;
- probe, scan, disrupt, reverse engineer, or gain unauthorized access to the Services;
- submit malicious code or use the Services to harm another person or system;
- misrepresent your identity, authority, transaction data, or business activity; or
- use data obtained through the Services for an unauthorized purpose.
You must obtain all notices, permissions, and consents required to provide data to OpenPath and to direct its processing.
6. Security and PCI DSS
OpenPath maintains administrative, technical, and physical safeguards designed for the nature of the Services and operates as a PCI DSS Level 1 service provider for its in-scope environment. PCI DSS is an industry security standard for protecting payment account data; it does not replace privacy laws or eliminate your own PCI DSS responsibilities.
You must use the Services according to OpenPath documentation and avoid sending unencrypted cardholder data through unsupported fields, logs, email, support tickets, or other channels. Each party remains responsible for the security of systems and credentials it controls. Validation materials for the applicable OpenPath environment may be made available to eligible customers through the appropriate review process.
7. Fees, taxes, and billing
Fees, billing frequency, usage limits, minimums, taxes, and payment terms are stated in the applicable order form or commercial agreement. Unless that agreement provides otherwise, fees are due when invoiced and are non-refundable except where required by law. You are responsible for applicable taxes other than taxes based on OpenPath’s net income.
Questions about an invoice may be sent to billing@openpath.io. Raising a good-faith billing dispute does not excuse payment of undisputed amounts.
8. Ownership, feedback, and acceptable licenses
OpenPath and its licensors own the Services, software, interfaces, documentation, designs, trademarks, and related intellectual property. Subject to these Terms and any applicable agreement, OpenPath grants you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes.
You retain ownership of data you provide. You grant OpenPath the rights needed to host, process, transmit, display, and otherwise use that data to provide, secure, support, and improve the Services and to meet legal obligations. If you provide feedback, OpenPath may use it without restriction or compensation, provided we do not publicly identify you without permission.
9. Confidentiality and data
Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only to perform or receive the Services, protect it with reasonable care, and disclose it only to personnel and providers who need it and are bound by appropriate obligations. These duties do not apply to information that is public through no fault of the recipient, independently developed, rightfully received without restriction, or required to be disclosed by law.
Our handling of personal information is described in the Privacy Policy and GDPR and CCPA Privacy notice. Contracted processing may also be governed by a data processing addendum.
10. Disclaimers
To the maximum extent permitted by law, the Services are provided “as is” and “as available.” OpenPath disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. OpenPath does not warrant uninterrupted or error-free operation, any particular approval or recovery rate, or that the Services will prevent every fraudulent or unauthorized transaction.
These disclaimers do not limit express warranties in a signed agreement or rights that cannot lawfully be waived.
11. Limitation of liability and indemnity
To the maximum extent permitted by law, neither party will be liable under these Terms for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.
Unless a signed agreement states a different amount, each party’s aggregate liability arising from these Terms will not exceed the fees paid or payable to OpenPath for the Services giving rise to the claim during the twelve months before the event giving rise to liability. This limitation does not apply where prohibited by law or to liability arising from fraud, willful misconduct, infringement, breach of confidentiality, or indemnification obligations.
You will defend and indemnify OpenPath against third-party claims arising from your unlawful use of the Services, your products or business practices, data you provide without sufficient rights, or your violation of these Terms, subject to reasonable notice and control of the defense.
12. Suspension and termination
OpenPath may suspend access when reasonably necessary to address a security threat, suspected unlawful activity, material breach, overdue undisputed fees, third-party provider requirement, or risk to the Services or others. We will provide notice when reasonably practicable.
Either party may terminate as allowed by an applicable signed agreement. After termination, your right to use the Services ends. Provisions that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, liability limits, indemnity, and general terms.
13. General terms
Governing law
These Terms are governed by the laws of the State of Maryland, without regard to conflict-of-law rules. The state and federal courts located in Maryland will have exclusive jurisdiction, except where applicable law requires another forum or a signed agreement provides otherwise.
Changes
We may update these Terms. We will post the revised version and update the effective date. If a change materially affects your rights, we will provide additional notice when required. Continued use after the effective date constitutes acceptance of the revised Terms.
Entire agreement and assignment
These Terms, together with incorporated policies and applicable signed agreements, are the entire agreement on their subject matter. You may not assign them without OpenPath’s written consent. OpenPath may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions remain effective.
14. Contact
Questions about these Terms may be sent to support@openpath.io or directed to OpenPath at 844-728-4247. Sales inquiries may be sent to sales@openpath.io.