This Merchant Dashboard Terms of Service (this "Agreement") is a binding legal contract between Paygrid Pty Ltd ("Company", "we", "us", or "our") and the legal entity or sole proprietor identified in the registration process ("Merchant", "you", or "your"). This Agreement governs your access to and use of our proprietary online management interface, application programming interfaces (APIs), developer tools, and related dashboard services (collectively, the "Dashboard").

IMPORTANT NOTICE: BY CLICKING "I AGREE", "REGISTER", OR BY ACCESSING OR USING THE DASHBOARD, YOU CONFIRM THAT (A) YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT; AND (B) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS THE DASHBOARD.

RELATIONSHIP TO MASTER AGREEMENT: This Agreement supplements the Master Services Agreement ("MSA") or Payment Processing Agreement entered into between you and Company. In the event of a direct conflict between the provisions of this Agreement regarding software licensing or dashboard access and the MSA, this Agreement shall control. For all matters regarding fund settlement, fees, and reserve requirements, the MSA shall control.

"Authorized User" means any individual (including your employees, contractors, agents, or third-party developers) whom you authorize, explicitly or implicitly, to access the Dashboard using your Credentials or API Keys.

"Credentials" means the unique distinct identifiers, usernames, passwords, API keys, security tokens, or multi-factor authentication codes used to access the Dashboard.

"Dashboard Data" means the visual representation of transaction history, analytics, reports, and other information displayed to you through the Dashboard interface.

"Settlement Report" means the official accounting record generated by Company's core processing system, which details the actual funds to be settled to your bank account, distinct from the real-time Dashboard Data.

"Merchant Content" means any data, text, images, or other materials that you upload, import, or transmit to Company through the Dashboard.

Limited License. Subject to your full compliance with this Agreement and payment of applicable fees, Company grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the Dashboard solely for your internal business purposes to manage your Merchant account and utilize the Services.

Prohibited Uses. You shall not, and shall not permit any Authorized User or third party to: (a) License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit the Dashboard or make it available to any unauthorized third party; (b) Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Dashboard (except to the extent such restriction is prohibited by applicable law); (c) Access the Dashboard in order to build a similar or competitive product or service; (d) Use any "bot", "spider", "scraper", or other automated device, program, algorithm, or methodology to access, acquire, copy, or monitor any portion of the Dashboard without Company's express written consent; or (e) Use the Dashboard for any illegal purpose or in violation of any local, state, national, or international law.

Feedback. You grant to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Dashboard any suggestion, enhancement request, recommendation, correction, or other feedback provided by you or your Authorized Users relating to the operation of the Dashboard.

Credential Management. You are responsible for maintaining the confidentiality and security of your Credentials. You agree not to share passwords between users. You must ensure that each Authorized User has unique Credentials. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of your account or any other breach of security.

Vicarious Liability. You are fully responsible and liable for all activities, acts, and omissions that occur under your account or Credentials, whether or not authorized by you. Any act or omission by an Authorized User (or any individual utilizing your Credentials) shall be deemed an act or omission by Merchant. Company shall not be liable for any loss or damage arising from your failure to comply with this Section.

Multi-Factor Authentication (MFA). Company reserves the right to mandate Multi-Factor Authentication for access to the Dashboard. You acknowledge that failure to enable or maintain accessible MFA devices may result in inability to access the Dashboard, and Company bears no liability for such lockout.

Role-Based Access Control. The Dashboard may provide features allowing you to assign different permission levels to Authorized Users (e.g., "Read-Only", "Admin", "Developer"). It is your sole responsibility to configure these permissions appropriately. Company is not responsible for damages resulting from your assignment of excessive privileges to any Authorized User.

Informational Purpose Only. You acknowledge that Dashboard Data is provided for informational purposes and may display "pending", "authorized", or "estimated" amounts that have not yet fully settled. Dashboard Data may be subject to latency, caching, and technical delays.

Settlement Report Controls. In the event of any conflict or discrepancy between the Dashboard Data and the Settlement Report (or monthly statement) provided by Company, the Settlement Report shall be deemed the conclusive and binding record of the transaction. You agree not to rely solely on real-time Dashboard Data for financial reporting, tax filing, or inventory release decisions.

Duty to Reconcile. You agree to reconcile your internal records with the Settlement Reports/Statements regularly. You must notify Company in writing of any discrepancies within thirty (30) days of the date the applicable Settlement Report is made available. Failure to notify Company within this timeframe shall constitute your irrevocable acceptance of the accuracy of the Settlement Report and a waiver of any right to dispute such amounts, to the fullest extent permitted by law.

Correction of Errors. Company reserves the right to correct any errors in the Dashboard Data or Settlement Reports at any time. If an error has resulted in an overpayment to you, you authorize Company to debit your Bank Account or set off such amount against future settlements to recover the overpayment.

Compliance with Laws. You represent and warrant that your use of the Dashboard and the Services complies with all applicable laws and regulations, including but not limited to Anti-Money Laundering (AML) laws, Anti-Terrorist Financing laws, Consumer Protection laws, and Data Privacy laws (such as GDPR, CCPA).

Information Updates (KYC/KYB). You acknowledge that Company is required by law to perform "Know Your Customer" (KYC) and "Know Your Business" (KYB) checks. You agree to keep your business profile, beneficial ownership information, and bank account details on the Dashboard current and accurate at all times. You must update any changes to such information immediately, and in no event later than three (3) business days after such change.

Prohibited Data. You agree not to upload to the Dashboard any "Sensitive Personal Data" (as defined by GDPR) or "Protected Health Information" (as defined by HIPAA) unless expressly authorized by Company in a separate Business Associate Agreement. You explicitly agree not to enter full Payment Card Numbers (PAN) or CVV codes into any non-secure fields of the Dashboard (e.g., customer notes or support tickets).

Integration. The Dashboard may allow you to integrate with third-party software or services ("Third-Party Services"), such as accounting software, e-commerce platforms, or logistics providers.

No Warranty. Access to and use of any Third-Party Services are governed solely by the terms and conditions of such third parties. Company does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services, including their content, data handling practices, or availability.

Data Exchange Authorization. By enabling a Third-Party Service, you expressly instruct and authorize Company to share your Merchant Content, Dashboard Data, and transaction information with such Third-Party Service provider as necessary to facilitate the integration. You bear all risks associated with such data transfer.

THE DASHBOARD IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE DASHBOARD WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

Exclusion of Damages. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE DASHBOARD; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE DASHBOARD; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

Liability Cap. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE DASHBOARD EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO COMPANY SPECIFICALLY FOR THE USE OF THE DASHBOARD SOFTWARE (EXCLUDING TRANSACTION PROCESSING FEES) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Term. This Agreement commences upon your acceptance and continues until terminated by either party.

Suspension. Company may specifically suspend your access to the Dashboard (or specific features thereof) immediately, without notice, if: (a) we suspect unauthorized access to your account; (b) you violate this Agreement; (c) we are required to do so by a legal authority or financial partner; or (d) your account poses an unacceptable credit or fraud risk to Company.

Termination. Company may terminate this Agreement at any time for any reason or no reason. You may terminate this Agreement by closing your account, provided that all pending transactions must be settled and all fees paid.

Effect of Termination. Upon termination, your license to use the Dashboard immediately ceases. You will no longer have access to Dashboard Data. It is your responsibility to download your data prior to termination. Company has no obligation to retain your data after termination except as required by applicable law.

Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of Australia, without regard to conflict of law principles. Any dispute arising out of this Agreement shall be resolved through binding arbitration.

Modifications. Company reserves the right to modify this Agreement at any time. We will provide notice of material changes via the Dashboard or email. By continuing to use the Dashboard after such changes become effective, you agree to be bound by the revised Agreement.

Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement. This Agreement, together with the Privacy Policy and Master Services Agreement, constitutes the entire agreement between the parties regarding the Dashboard.