Terms of Service

Effective Date: January 2026

1. Introduction

Welcome to Ra Pay AI. These Terms of Service ("Terms") govern your access to and use of the Ra Pay command-line interface tool, API, and related services (the "Service"). By installing, accessing, or using Ra Pay, you agree to be bound by these Terms.

2. Geographic Restrictions

Ra Pay is owned and operated in the United States. We make no representation that the Service is appropriate or available for use in other locations.

Ra Pay is intended for use by United States entities. Users accessing the Service from outside the United States do so at their own initiative and are responsible for compliance with local laws.

International Data Transfer: Ra Pay is a US-hosted service. By accessing or using the Service, you acknowledge and agree that your data will be transferred to and processed in the United States.

3. Description of Service

Ra Pay is a command-line interface (CLI) tool that enables users to send and receive fiat currency payments through Stripe Connect. Ra Pay acts as a software interface to Stripe's payment infrastructure.

Ra Pay IS NOT: A bank, financial institution, money transmitter, custodian of funds, or payment processor.

Ra Pay IS: A software tool that facilitates access to Stripe Connect, an interface layer between users and Stripe's payment services.

4. Third-Party Payment Processing (Stripe Connect)

Ra Pay uses Stripe Connect to process payments. By using Ra Pay, you agree to be bound by:

• Stripe's Connected Account Agreement: https://stripe.com/connect-account/legal
• Stripe's Services Agreement: https://stripe.com/legal
• Stripe's Privacy Policy: https://stripe.com/privacy

Ra Pay does not store, access, or control your funds. All funds are held and processed by Stripe. Disputes regarding payment processing, chargebacks, or fund holds must be directed to Stripe.

You acknowledge that:

• Stripe may modify its fees, terms, or services at any time
• Ra Pay is not responsible for Stripe's actions, errors, or service interruptions
• Your Stripe Connect account must remain in good standing to use Ra Pay

5. Eligibility

To use Ra Pay, you must:

• Be at least 18 years of age
• Be a legal resident of the United States (or other Stripe-supported country)
• Have the legal capacity to enter into a binding agreement
• Successfully complete Stripe's Know Your Customer (KYC) verification
• Maintain a valid Stripe Connect account in good standing

See our Privacy Policy for information regarding minors.

6. Know Your Customer (KYC) and Verification

All identity verification, KYC, and compliance checks are performed by Stripe, not Ra Pay. Ra Pay does not verify your identity or eligibility. You must:

• Provide accurate information to Stripe during onboarding
• Maintain compliance with Stripe's terms and applicable laws
• Understand that Stripe may suspend or terminate your account for non-compliance

Ra Pay may terminate your access if your Stripe Connect account is suspended or terminated.

7. Fees

Ra Pay Application Fee: 2% of the transaction amount, charged at the time of transaction.

Stripe Processing Fees: 2.9% + $0.30 per successful transaction (charged by Stripe, not Ra Pay).

Total Effective Fee: Approximately 4.9% + $0.30 per transaction.

Failed Transactions: Stripe may charge fees for failed transactions (e.g., insufficient funds). Ra Pay does not charge application fees on failed transactions.

Fee Changes: We will provide reasonable notice of fee increases.

8. AI Agent and Automated Use

Ra Pay may be used by AI agents, bots, or automated systems ("AI Agents"). You acknowledge and agree that:

• Human Oversight Required: You are responsible for supervising all transactions initiated by AI Agents. AI Agents act as your tools, not independent parties.
• Liability: You are fully liable for all actions, transactions, and decisions made by AI Agents under your control or API keys, including unauthorized, fraudulent, or erroneous transactions.
• Authorization: You must configure AI Agents to operate within authorization limits you set. Ra Pay is not responsible for unauthorized or erroneous transactions by AI Agents.
• No Warranty: Ra Pay does not guarantee that AI Agents will use the Service correctly, securely, or in compliance with applicable laws.
• Prohibited Autonomous Agents: You may not deploy AI Agents that operate without meaningful human oversight or that execute transactions you have not authorized in advance. This prohibition includes configuring AI agents to automatically approve payment confirmations without real-time human decision-making.
• EFTA and Consumer Protection Warning: Under the Electronic Fund Transfer Act (EFTA), transactions approved by AI agents you have authorized may be deemed "authorized" by you, potentially limiting or eliminating your ability to dispute unauthorized transactions. Consumer protection laws were not designed for AI-approved transactions, and you may have fewer protections than you would for human-approved transactions.
• No Refund Guarantee: Ra Pay cannot guarantee refunds or reversals for AI-approved transactions deemed authorized under EFTA. Ra Pay's 2% application fee remains non-refundable regardless of AI agent errors (see Section 11).
• Waiver: By using AI agents with Ra Pay, you waive any claims against Ra Pay arising from AI-initiated or AI-approved transactions.
• Security: You must secure API keys, credentials, and access controls. You are liable for any compromise of your credentials.

9. Prohibited Uses

You agree NOT to use Ra Pay for:

• Illegal activities or transactions
• Money laundering or terrorist financing
• Fraudulent transactions
• Transactions involving prohibited goods or services
• Circumventing any security measures
• Adult content or services
• Gambling, gaming, or lotteries (unless licensed)
• Pharmaceuticals or controlled substances
• Weapons, explosives, or military goods
• Multi-level marketing or pyramid schemes
• High-risk financial products (forex, binary options, crypto trading)
• Any business prohibited by Stripe's Prohibited Business List: https://stripe.com/legal/restricted-businesses

Ra Pay reserves the right to suspend accounts engaged in prohibited activities.

10. Payment Purpose Requirement

Required Business Purpose: All payments made through Ra Pay require a description of the business purpose. This description:

• Must be at least 10 characters
• Must describe a legitimate business transaction
• Cannot indicate personal transfers (gifts, loans, splitting bills, etc.)
• Is passed to Stripe for compliance and record-keeping
• Is NOT stored by Ra Pay (stored by Stripe only)

Prohibited Payment Types: Ra Pay may NOT be used for:

• Personal money transfers to friends or family
• Gifts, loans, or personal bill splitting
• "Paying back" friends for personal expenses
• Any non-business transaction

Permitted Payment Types: Ra Pay is designed for:

• Contractor and freelance payments
• Invoice settlements
• Business vendor payments
• AI agent compute/API payments
• Service payments with clear business purpose

Ra Pay is a marketplace payment platform for business transactions, not a peer-to-peer money transmission service.

11. Refunds, Chargebacks, and Disputes

• Refunds: Ra Pay does not process refunds. All refund requests must be handled directly between the sender and recipient or through Stripe's dispute resolution.
• Chargebacks: Chargebacks are managed by Stripe. If a chargeback occurs, Stripe may debit the recipient's account. Ra Pay is not a party to chargeback disputes.
• Dispute Resolution with Counterparties: Disputes about goods, services, or payment obligations are between you and your counterparty. Ra Pay has no obligation to mediate or resolve such disputes.
• Application Fee: Ra Pay's 2% application fee is non-refundable, even if the underlying transaction is refunded, charged back, or initiated/approved by an AI agent in error.

12. User Representations and Warranties

By using Ra Pay, you represent and warrant that:

• All information you provide to Ra Pay and Stripe is accurate and complete
• You have the legal authority to initiate transactions on behalf of yourself or any entity you represent
• You will not use Ra Pay to violate any laws, including anti-money laundering (AML), sanctions, or export control laws
• You are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country
• You are not on any U.S. government list of prohibited or restricted parties

13. Data Collection and AI Interactions

Ra Pay may log transaction metadata, including:

• Command invocations (CLI commands, arguments)
• Transaction amounts, timestamps, sender/recipient identifiers
• Error logs and system diagnostics

We do NOT log:

• Full payment credentials (handled by Stripe)
• Sensitive personal information beyond what Stripe requires

AI Agent Logs: If you use AI Agents, transaction logs may include agent-generated metadata (e.g., "agent_id", "intent"). You are responsible for ensuring your AI Agents comply with privacy laws (e.g., GDPR, CCPA if applicable).

Data Retention: We retain data according to a tiered retention policy:

• Financial Records (5 years): Transaction metadata (transaction IDs, amounts, timestamps, sender/recipient identifiers, and fee calculations) for IRS compliance and dispute resolution.
• Security Logs (1-3 years): Access logs, authentication events, and IP addresses for fraud prevention and security investigations.
• Operational/Debug Logs (30 days): Debug logs and system diagnostics for engineering and support purposes.
• Fee Calculations (7 years): Records of our 2% application fee revenue for tax and accounting compliance.

After Expiration: Data will be securely deleted or anonymized after retention periods expire.

14. Privacy and Data Protection

Your use of Ra Pay is also governed by our Privacy Policy. By using Ra Pay, you consent to our collection and use of data as described in the Privacy Policy.

For AI Agent users: You are responsible for ensuring that any data processed by AI Agents complies with applicable privacy laws (GDPR, CCPA, etc.). Ra Pay is a data processor; you are the data controller.

15. Intellectual Property

Ra Pay AI, LLC retains all rights, title, and interest in and to the Ra Pay CLI tool, API, documentation, and related intellectual property. You are granted a limited, non-exclusive, non-transferable license to use Ra Pay solely for its intended purpose under these Terms.

You may not:

• Reverse engineer, decompile, or disassemble the Ra Pay software
• Remove or alter any proprietary notices
• Use Ra Pay's trademarks without prior written consent

16. Disclaimers

RA PAY IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. We do not guarantee that the Service will be uninterrupted or error-free.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RA PAY AI, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

18. Indemnification

You agree to indemnify, defend, and hold harmless Ra Pay AI, LLC, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms or any applicable law
• Transactions initiated by you or AI Agents under your control
• Any dispute between you and a third party (including payment recipients or Stripe)
• Your breach of any representation or warranty in these Terms

19. Dispute Resolution and Arbitration

All disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• You waive your right to participate in a class action lawsuit or class-wide arbitration.
• If the class action waiver is found unenforceable in your jurisdiction, the arbitration agreement remains in effect for individual claims.
• Arbitration will be conducted in Delaware unless both parties agree otherwise.
• Either party may seek injunctive relief in court for violations of intellectual property rights or confidentiality obligations.
• Small Claims Court: You may bring claims in small claims court if they qualify and remain in that court.

20. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes not subject to arbitration shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction in those courts.

21. Modifications to Terms

Ra Pay may modify these Terms at any time by posting updated Terms on our website. Continued use of the Service after changes constitutes acceptance of the new Terms.

22. Termination

By You: You may stop using Ra Pay at any time by uninstalling the CLI tool and ceasing to initiate transactions.

By Ra Pay: We may suspend or terminate your access immediately if:

• Your Stripe Connect account is suspended or terminated
• You violate these Terms
• We are required to do so by law or Stripe
• We discontinue the Service (with 30 days notice if commercially reasonable)

Effect of Termination: Upon termination, you must cease using Ra Pay. Sections regarding liability, indemnification, and dispute resolution survive termination.

23. State and Federal Compliance

Ra Pay operates as a software platform and is not licensed as a money transmitter under Delaware or federal law. Payment processing is performed exclusively by Stripe, a licensed payment processor.

If you are located in a jurisdiction that requires additional licensing or compliance for using payment software, you are responsible for ensuring your use of Ra Pay complies with local laws.

24. Force Majeure

Ra Pay shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of Stripe or third-party payment networks.

25. Tax Responsibility

You are solely responsible for determining and fulfilling any tax obligations arising from transactions made through Ra Pay, including income tax reporting, sales tax, VAT, or any other applicable taxes. Ra Pay does not provide tax advice and is not responsible for your tax compliance.

26. Contact Us

For questions about these Terms, contact us at: [email protected]