1. Definitions
'Platform' means the Gateway Central web application, API endpoints, and all associated software. 'Services' means the payment routing, merchant account rotation, transaction management, and related features provided through the Platform. 'Merchant Account' means a PayPal account registered by you and added to the Platform for transaction routing. 'API Key' means the authentication credential issued to your store. 'Transaction' means any payment initiated through the Platform on your behalf.
2. Eligibility & Account Registration
2.1 Eligibility
You must be at least 18 years of age and have full legal capacity to enter into a binding contract. You must be duly authorized to operate the business entity you represent. Access to the Platform is limited to merchants engaged in lawful commercial activities.
2.2 Account Accuracy
You agree to provide accurate, current, and complete information during registration and to update such information promptly when it changes. You are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at security@gatewaycentral.io if you suspect unauthorized access to your account.
2.3 One Account Per Entity
Each legal entity may maintain only one primary merchant account. Creating multiple accounts to circumvent volume limits, restrictions, or fees is strictly prohibited and will result in immediate termination of all associated accounts.
3. Acceptable Use
3.1 Permitted Activities
You may use the Platform solely to route legitimate payment transactions for goods and services sold through your registered e-commerce store. You must comply with all applicable local, national, and international laws, including those governing e-commerce, consumer protection, and financial services.
3.2 Prohibited Activities
You must not use the Platform for: (a) fraudulent, deceptive, or illegal transactions; (b) money laundering, terrorist financing, or sanctions evasion; (c) processing payments for prohibited goods or services including but not limited to weapons, controlled substances, counterfeit goods, adult content without age verification, or gambling where prohibited; (d) deliberate chargebacks or dispute abuse; (e) transactions that violate PayPal's Acceptable Use Policy; (f) unauthorized access to third-party accounts.
3.3 Item Masking Compliance
The item masking feature is provided solely to protect commercially sensitive product information from exposure in payment processor records. You must not use item masking to disguise the true nature of prohibited transactions. Misuse of item masking to facilitate fraud constitutes a material breach of these Terms.
3.4 API Usage
You may integrate our API only for your own stores. You must not resell, sublicense, or otherwise grant third parties access to your API credentials or the Platform through your account. Rate limiting applies and circumventing rate limits is prohibited.
4. Merchant Account Obligations
4.1 Account Legitimacy
You warrant that all PayPal merchant accounts registered on the Platform are legitimately owned by you or your business entity and were created in full compliance with PayPal's Terms of Service. You are solely responsible for maintaining those accounts in good standing.
4.2 Volume & Limits
Daily transaction limits are set per merchant account. You acknowledge that exceeding these limits may result in PayPal imposing restrictions. The Platform's rotation engine manages volume distribution, but you remain responsible for ensuring your total processing activity complies with PayPal's policies.
4.3 Credential Security
You are responsible for keeping your PayPal API credentials secure. You must not share credentials with unauthorized personnel. If credentials are compromised, you must update them immediately in the Platform and notify us. We will encrypt your credentials at rest but cannot guarantee security if you disclose them externally.
5. Fees & Billing
5.1 Gateway Fee
A gateway fee of 2% (or as otherwise specified in your service agreement) is applied to the net transaction amount for each successfully completed payment. This fee covers platform operation, API infrastructure, and support services. The fee is calculated and deducted automatically from transaction proceeds.
5.2 No Refund of Gateway Fees
Gateway fees are non-refundable once a transaction has been processed, regardless of subsequent chargebacks, disputes, or customer refunds. You remain liable for gateway fees on transactions that are later reversed.
5.3 Changes to Fees
We reserve the right to modify our fee structure with 30 days' written notice. Continued use of the Platform after the notice period constitutes acceptance of the new fee schedule.
6. Intellectual Property
6.1 Platform Ownership
All rights, title, and interest in and to the Platform, including all software, algorithms, user interfaces, trademarks, trade secrets, and documentation, are and remain the exclusive property of Gateway Central. Nothing in these Terms grants you any ownership rights in the Platform.
6.2 License Grant
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your own business purposes. This license does not include the right to copy, modify, distribute, reverse engineer, or create derivative works of the Platform.
6.3 Your Data
You retain all ownership rights to your transaction data and business information. By uploading data to the Platform, you grant us a limited license to process and store that data solely for the purpose of providing the Services. We do not acquire any ownership interest in your data.
7. Disclaimers & Limitation of Liability
7.1 'As Is' Service
The Platform is provided on an 'as is' and 'as available' basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or secure.
7.2 Limitation of Liability
To the maximum extent permitted by applicable law, Gateway Central shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or related to your use of the Platform, even if we have been advised of the possibility of such damages.
7.3 Cap on Liability
Our total cumulative liability to you for any claims arising out of or relating to these Terms or the Services shall not exceed the total gateway fees paid by you in the three (3) calendar months immediately preceding the event giving rise to the claim.
7.4 PayPal Relationship
We are an independent technology provider and are not affiliated with, endorsed by, or acting as an agent of PayPal Inc. We are not responsible for PayPal's decisions to limit, suspend, or terminate your PayPal account. You must independently comply with all PayPal terms and policies.
8. Indemnification
You agree to indemnify, defend, and hold harmless Gateway Central, its officers, directors, employees, agents, licensors, and service providers 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 Platform; (c) your violation of any third-party right, including intellectual property, privacy, or payment processor rights; (d) any fraudulent or illegal transactions processed through your account; or (e) your breach of applicable law.
9. Termination
9.1 Termination by You
You may terminate your account at any time by providing 30 days' written notice to support@gatewaycentral.io. All outstanding fees become immediately due upon notice of termination.
9.2 Termination by Us
We may suspend or terminate your access immediately and without notice if: (a) you breach any material term of these Terms; (b) we reasonably suspect fraudulent or illegal activity; (c) we are required to do so by law or regulatory authority; (d) your PayPal accounts are suspended or terminated by PayPal; or (e) continued service poses a risk to the Platform or other users.
9.3 Effect of Termination
Upon termination: your API access will be revoked, your data will be retained for the period specified in the Privacy Policy, outstanding gateway fees remain payable, and Sections 6, 7, 8, and 10 will survive termination indefinitely.
10. Governing Law & Dispute Resolution
10.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws applicable to the jurisdiction in which Gateway Central is registered, without regard to conflict of law principles.
10.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be subject to good-faith negotiation for a period of 30 days. If unresolved, disputes shall be submitted to binding arbitration under rules agreed upon by both parties. Class actions are waived.
10.3 Changes to Terms
We may modify these Terms at any time. Material changes will be communicated with at least 14 days' advance notice. Continued use after the effective date constitutes acceptance.