Terms & Conditions

1. Eligibility and Business Use

Our services are intended primarily for businesses and individuals acting on behalf of businesses.

By using our website or services, you represent that:

• You are at least 18 years old;
• You have the legal capacity to enter into these Terms;
• Any information you provide is accurate to the best of your knowledge; and
• If you are acting on behalf of a business or organization, you have authority to act on its behalf.

You may not use our website or services for any unlawful, fraudulent, abusive, or unauthorized purpose.

2. Our Services

Derived may provide or facilitate services including:

• Merchant-services consultation
• Payment-processing solutions
• Point-of-sale solutions
• Payment technology
• Hardware and software solutions
• Merchant account applications
• Application assistance
• Account setup and onboarding assistance
• Installation coordination
• Training and support
• Business and payment technology consultation
• Referrals to third-party products and services
• Other related business services

The specific products and services available may change from time to time.

Nothing on our website constitutes a guarantee that any particular product, service, rate, pricing arrangement, hardware configuration, processor, financial institution, or point-of-sale solution will be available to you.

3. Third-Party Products and Services

Many products and services that Derived markets, recommends, facilitates, or supports are provided by independent third parties.

These third parties may include:

• Payment processors
• Acquiring banks
• Sponsoring banks
• Financial institutions
• Payment networks
• Payment gateways
• Point-of-sale providers
• Software providers
• Hardware manufacturers and suppliers
• Financing providers
• Technology companies
• Other service providers

These organizations are separate from Derived.

Your use of a third-party product or service may be subject to separate applications, agreements, terms, pricing, privacy policies, underwriting requirements, operating rules, and other conditions established by that provider.

You are responsible for reviewing and understanding any third-party agreement before accepting or using the applicable product or service.

4. Merchant Applications and Underwriting

Submitting an application or providing information to Derived does not guarantee approval for a merchant account, payment-processing service, point-of-sale system, financing arrangement, equipment program, or other product or service.

Applications may be subject to:

• Identity verification
• Business verification
• Credit review
• Underwriting
• Risk assessment
• Fraud screening
• Banking requirements
• Processor requirements
• Payment-network requirements
• Compliance requirements
• Additional documentation

Approval decisions may be made entirely or partially by independent third parties.

Derived does not guarantee approval, account activation, processing limits, reserve requirements, settlement terms, funding availability, or any other underwriting decision.

Third-party providers may approve, decline, suspend, restrict, modify, or terminate accounts in accordance with their own agreements, policies, risk requirements, and applicable law.

5. Accuracy of Information

You agree to provide accurate, current, and complete information when requesting products or services.

You agree not to knowingly provide false, misleading, fraudulent, or materially incomplete information.

You are responsible for notifying Derived or the applicable provider when material information concerning your business or application changes.

Derived and applicable third-party providers may rely upon information you provide when evaluating or providing products and services.

6. Pricing, Rates, Fees, and Quotes

Any pricing, processing rates, savings estimates, equipment pricing, software pricing, fees, promotions, incentives, or other financial information presented by Derived may be subject to:

• Underwriting approval
• Processing volume
• Transaction characteristics
• Card type
• Business type
• Risk profile
• Equipment requirements
• Third-party provider requirements
• Promotional eligibility
• Contract terms
• Other applicable conditions

Unless expressly stated otherwise in a binding written agreement, quotes and estimates are informational and may be modified before final approval.

Final pricing and contractual obligations are determined by the applicable signed agreements governing the products or services you select.

If information presented by Derived conflicts with a subsequently executed agreement with a payment processor, financial institution, point-of-sale provider, or other third-party provider, the applicable executed agreement will control with respect to that third-party product or service.

7. Savings and Cost Estimates

Derived may provide estimates comparing processing costs, pricing structures, equipment costs, or potential savings.

Such estimates may rely on information supplied by you, historical processing statements, assumptions concerning future transactions, publicly available information, or pricing provided by third parties.

Actual results may vary.

Derived does not guarantee any specific level of savings, processing costs, revenue, profitability, or financial performance unless expressly stated in a separate written agreement signed by an authorized representative of Derived.

8. Equipment and Hardware

Derived may assist with obtaining, configuring, installing, or supporting payment-processing or point-of-sale equipment.

Equipment may be sold, leased, licensed, loaned, provided under promotional terms, or otherwise supplied by Derived or a third-party provider.

Specific terms concerning equipment ownership, replacement, warranty, returns, installation, maintenance, cancellation, and related charges may be governed by separate agreements.

Hardware availability and compatibility are not guaranteed unless expressly confirmed in writing.

Derived is not responsible for failures caused by incompatible third-party hardware, internet connectivity, electrical systems, networks, peripherals, or other systems outside Derived's reasonable control.

9. Installation, Activation, and Support

Estimated installation, shipping, onboarding, approval, activation, or deployment dates are estimates unless expressly guaranteed in writing.

Delays may occur due to circumstances including:

• Underwriting
• Shipping
• Equipment availability
• Third-party scheduling
• Merchant availability
• Internet or networking requirements
• Technical issues
• Provider delays
• Documentation requirements
• Circumstances outside Derived's reasonable control

Derived may assist in communicating with third-party providers and coordinating support, but cannot guarantee the timing or outcome of third-party support or service requests.

10. Payment Processing and Service Availability

Payment-processing and point-of-sale services depend upon third-party systems, networks, banks, internet connections, telecommunications providers, payment networks, hardware, and software.

Derived does not guarantee uninterrupted or error-free operation of third-party services.

Service interruptions, processing delays, funding delays, network failures, maintenance, security events, provider outages, or other technical issues may occur.

Derived is not responsible for third-party outages, network interruptions, payment-network failures, banking delays, internet failures, or other events outside Derived's reasonable control.

11. Funding and Settlement

Any information provided by Derived regarding funding or settlement timing is general or based on information supplied by the applicable provider.

Actual deposit and settlement timing may depend on factors including:

• Processor policies
• Bank processing
• Weekends
• Holidays
• Transaction timing
• Batch or settlement settings
• Account status
• Risk reviews
• Holds or reserves
• Applicable agreements

Derived does not control banking networks and does not guarantee a specific deposit or settlement time unless expressly stated in a separate written agreement signed by Derived.

12. Chargebacks, Disputes, Holds, and Reserves

Payment processors, acquiring banks, payment networks, and financial institutions may establish policies concerning chargebacks, disputes, reserves, holds, refunds, fraud, account reviews, and transaction monitoring.

Derived may assist merchants in communicating with applicable providers but does not control the final determination of these matters.

You remain responsible for complying with the applicable provider agreements and payment-network requirements governing your account.

13. Taxes and Legal Compliance

You are responsible for operating your business in compliance with applicable laws, regulations, licensing requirements, tax obligations, and industry requirements.

Derived does not provide legal, tax, accounting, or financial advice.

Information provided by Derived regarding payment processing, point-of-sale technology, pricing, business operations, or related matters should not be considered legal, tax, accounting, or investment advice.

You should consult an appropriate professional regarding matters requiring professional advice.

14. Website Use

You may use our website only for lawful purposes.

You agree not to:

• Attempt to gain unauthorized access to our website, systems, accounts, or networks;
• Interfere with website operation or security;
• Introduce malware, malicious code, automated attacks, or harmful technologies;
• Scrape, harvest, or systematically extract website information without authorization;
• Impersonate another person or business;
• Submit fraudulent or misleading information;
• Use the website to violate applicable law;
• Attempt to circumvent security measures;
• Use our intellectual property without authorization; or
• Use the website in a manner that could damage Derived or interfere with another person's use of the website.

We may restrict or terminate access to our website where reasonably necessary to protect Derived, our users, our providers, or our systems.

15. Intellectual Property

Unless otherwise indicated, the content of the Derived website, including its:

• Name
• Logos
• Branding
• Graphics
• Website design
• Text
• Images
• Videos
• Software
• Documentation
• Marketing materials
• Other original content

is owned by or licensed to Derived and is protected by applicable intellectual-property laws.

You may not reproduce, distribute, modify, publish, sell, license, or commercially exploit our intellectual property without prior written permission.

Third-party names, logos, trademarks, products, and services belong to their respective owners.

References to third-party companies do not imply ownership by Derived.

16. Links to Third-Party Websites

Our website or communications may contain links to third-party websites, applications, portals, products, or services.

These links may be provided for convenience or to facilitate services.

Derived does not control third-party websites and is not responsible for their content, availability, security, privacy practices, terms, accuracy, or operation.

Your use of third-party websites and services is governed by the applicable third party's terms and policies.

17. Communications

By providing contact information to Derived and submitting a request, you authorize us to communicate with you about that specific inquiry, quote request, statement review, application, appointment, support request, account, or business relationship through the channels you select or provide.

Submitting a website form does not enroll you in promotional text messages or promotional email marketing.

Request-related communications may include telephone calls, emails, and text messages, subject to applicable law and the consent language shown when you submit the request.

You are responsible for ensuring that the contact information you provide is accurate and that you are authorized to provide it.

18. SMS/Text Messaging Terms

If you provide your mobile telephone number and agree to request-related contact, you authorize Derived to send SMS or MMS communications necessary to respond to the inquiry, quote request, statement review, application, appointment, support request, account, or other service interaction you initiated.

Submitting a website form does not enroll you in promotional or recurring marketing text messages.

Message frequency varies. Message and data rates may apply.

If Derived later offers promotional text messaging, participation will require a separate consent that is not a condition of purchasing goods or services.

Opting Out

You may opt out of receiving text messages by replying: STOP

After opting out, you may receive a confirmation message. You will no longer receive messages covered by that consent unless you subsequently provide consent again.

Help

For assistance, reply: HELP

You may also contact Derived at: help@derivedpay.com · 801-441-2563

Supported Carriers

Delivery of text messages is subject to effective transmission by your wireless carrier and is outside Derived's control. Wireless carriers are not liable for delayed or undelivered messages.

Mobile Information

Our collection, use, and protection of personal information associated with SMS communications is described in our Privacy Policy.

We may use service providers as necessary to deliver messages, maintain records, provide support, prevent abuse, or comply with applicable requirements.

19. Email Communications

Derived may send operational, transactional, support, application-related, appointment-related, or other emails reasonably necessary to address a request or existing business relationship.

Submitting a website form does not subscribe you to promotional email marketing.

If Derived later offers promotional email subscriptions, promotional emails will contain an unsubscribe mechanism where required. Unsubscribing from promotional communications does not prevent Derived from sending communications reasonably necessary to address an inquiry, application, account, transaction, security matter, support request, or existing business relationship.

20. Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using our website or services, you acknowledge that you have had the opportunity to review our Privacy Policy.

21. No Professional Advice

Information provided on the Derived website or by Derived representatives is intended to provide general information regarding merchant services, payment processing, point-of-sale technology, and related business solutions.

Derived does not provide legal, tax, accounting, investment, or other regulated professional advice.

You are responsible for obtaining independent professional advice when appropriate.

22. No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DERIVED WEBSITE AND ANY INFORMATION OR SERVICES PROVIDED DIRECTLY BY DERIVED ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT.

DERIVED DISCLAIMS WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.

DERIVED DOES NOT WARRANT THAT:

• The website will always be available;
• The website will be free from errors;
• Third-party products or services will operate without interruption;
• Any merchant application will be approved;
• Any particular rate, pricing structure, product, or service will remain available;
• Any particular business or financial result will be achieved; or
• Third-party information will always be complete, current, or error-free.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DERIVED AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES.

THIS MAY INCLUDE, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES.

DERIVED WILL NOT BE RESPONSIBLE FOR DAMAGES CAUSED BY THE ACTS, OMISSIONS, SYSTEMS, PRODUCTS, SERVICES, POLICIES, OR DECISIONS OF INDEPENDENT THIRD PARTIES, INCLUDING PAYMENT PROCESSORS, FINANCIAL INSTITUTIONS, BANKS, PAYMENT NETWORKS, POINT-OF-SALE PROVIDERS, TECHNOLOGY PROVIDERS, INTERNET PROVIDERS, OR TELECOMMUNICATIONS PROVIDERS.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

Any additional or different limitation of liability contained in a separate written agreement between you and Derived will govern matters covered by that agreement.

24. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless Derived and its members, managers, officers, employees, contractors, representatives, and affiliates from third-party claims, liabilities, damages, losses, and reasonable costs arising from:

• Your unlawful use of our website or services;
• Your material violation of these Terms;
• Fraudulent or intentionally misleading information provided by you;
• Your violation of another person's rights; or
• Your violation of applicable law.

This section does not require you to indemnify Derived for liability resulting solely from Derived's own conduct where such indemnification is prohibited by law.

25. Force Majeure

Derived will not be responsible for delays or failures caused by circumstances outside its reasonable control.

Such circumstances may include:

• Natural disasters
• Severe weather
• Fire
• Flood
• War
• Terrorism
• Civil unrest
• Labor disputes
• Government actions
• Internet outages
• Telecommunications failures
• Power failures
• Cybersecurity incidents affecting third parties
• Payment-network interruptions
• Banking disruptions
• Supply-chain disruptions
• Third-party service outages

26. Suspension or Termination

Derived may suspend or terminate access to services provided directly by Derived if reasonably necessary due to:

• Violation of these Terms;
• Suspected fraud;
• Abuse;
• Security concerns;
• Illegal activity; or
• Other circumstances that reasonably threaten Derived, its providers, or other users.

Third-party providers maintain their own rights concerning account suspension and termination under their respective agreements.

27. Changes to Products and Services

Derived may add, remove, modify, or discontinue products, services, website features, partnerships, or offerings.

Third-party providers may independently modify their products, services, pricing, policies, features, or availability.

We do not guarantee that any particular product, feature, integration, promotion, provider, or service will remain available indefinitely.

28. Changes to These Terms

We may update these Terms periodically to reflect changes in our business, services, website, technologies, or legal requirements.

When these Terms are updated, we will revise the "Last Updated" date at the top of this page.

Changes will become effective when posted unless otherwise stated or required by applicable law.

Your continued use of our website after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by applicable law.

29. Governing Law

These Terms and any dispute arising out of or relating to these Terms, the Derived website, or services provided directly by Derived will be governed by the laws of the State of Utah, without regard to its conflict-of-laws principles, except to the extent applicable federal law or another law that cannot contractually be waived or displaced applies.

30. Venue and Jurisdiction

Subject to applicable law and any separate written agreement governing a particular product or service, any legal action arising out of or relating to these Terms, the Derived website, or services provided directly by Derived will be brought in a state or federal court of competent jurisdiction located in the State of Utah.

You and Derived consent to the personal jurisdiction of such courts to the extent permitted by applicable law.

This section does not alter dispute-resolution, arbitration, venue, or governing-law provisions contained in a separate agreement with a payment processor, financial institution, point-of-sale provider, or other third party.

31. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law or severed as necessary.

The remaining provisions will remain in full force and effect.

32. No Waiver

Derived's failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other right.

Any waiver must be made in writing by an authorized representative of Derived unless otherwise required by applicable law.

33. Entire Agreement

These Terms, together with our Privacy Policy and any other written agreement directly between you and Derived applicable to the relevant services, constitute the agreement between you and Derived concerning your use of our website and services covered by these Terms.

Separate agreements with payment processors, banks, point-of-sale providers, technology providers, or other third parties govern the products and services provided by those organizations.

If a separate written agreement directly between you and Derived conflicts with these Terms regarding a matter specifically addressed by that agreement, the separate written agreement will control for that matter.

34. Contact Us

If you have questions regarding these Terms & Conditions, please contact: