Terms of Service – DAUPHIN FINANCE

Last Updated On 01-May-2025
Effective Date 01-May-2025

About this Agreement

Dauphin Finance, operated by Luisha Payments Inc. (“Dauphin Finance,” “we,” “our”), delivers its services through a proprietary suite of API integrations (collectively referred to as the “Platform”). The Platform enables merchants to validate, tokenize, securely store (vault), and process payment methods using one or more payment gateways and third-party service providers integrated with the system.

These Terms of Service, along with any applicable Ordering Documents and Supplemental Terms (collectively, the “Agreement”), constitute a legally binding contract between Dauphin Finance and you—the individual or legal entity utilizing the Platform (“you” or “your”). Capitalized terms not defined within the body of this Agreement are explained in Section 15.

We reserve the right to update or amend these Terms of Service, as well as any related policies, from time to time. Any such revisions will take effect upon publication on the Dauphin Finance website. Your continued use of the Platform following the posting of changes constitutes your acceptance of the revised terms. If you do not accept the modifications, you must cease using the Platform and may terminate your account in accordance with Section 7. Please note that some provisions of this Agreement may remain in force even after termination, and you may continue to bear liability for obligations incurred before the termination date.

IMPORTANT: THESE TERMS OF SERVICE INCLUDE A MANDATORY ARBITRATION CLAUSE THAT REQUIRES YOU TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION, INSTEAD OF JURY TRIALS, COURT PROCEEDINGS, OR CLASS ACTIONS.
BY CREATING AN ACCOUNT OR ACCESSING THE PLATFORM, YOU:
(i) EXPRESSLY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS; AND
(ii) REPRESENT THAT YOU HAVE THE FULL LEGAL AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT.
IF YOU DO NOT ACCEPT ALL TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

1. Dauphin Finance Account

To access and use the Platform, you may be required to register for a Dauphin Finance account. During the registration process, you must provide accurate and complete information, including any requested Personal Data. It is your responsibility to ensure that this information remains current and correct at all times.

You are solely responsible for all activity conducted under your account, including any activity by individuals whom you have authorized to access the account. If any information provided during registration is false, incomplete, or misleading, or if you breach any of the registration requirements, Dauphin Finance reserves the right to suspend or terminate your access to the Platform.

2. Platform and Services

2.1. Access to and Use of the Dauphin Finance Platform

2.1.1. Subject to these Terms of Service and for the duration of the Agreement, Dauphin Finance grants you a limited, non-transferable, non-exclusive right to access and use the Platform solely for the purpose of validating, tokenizing, vaulting, and processing payment methods through one or more payment gateways or third-party services integrated with the Platform.

2.1.2. Dauphin Finance reserves the right, at its sole discretion, to make changes to any component of the Platform at any time. This includes modifications to its design, interface, functionality, content, materials, and information. All such changes are considered part of the Platform and governed by these Terms.

2.1.3. You agree to use the Platform only for legal and authorized purposes. Any attempt to use the Platform for fraudulent, unlawful, or criminal activities is strictly prohibited. You hereby authorize Dauphin Finance to share information about your account and transactions with law enforcement if there is reasonable suspicion of unauthorized or illegal use. We may also withhold or reject any transaction that we believe violates these Terms, any applicable laws, or poses a risk to us or other users, including but not limited to suspected fraud or other criminal conduct.

2.1.4. You agree not to, and not to permit others to:

2.1.4.1. Modify, adapt, translate, or create derivative works based on the Platform or any of its components;
2.1.4.2. Rent, lease, sell, license, sublicense, assign, distribute, publish, or otherwise transfer the Platform or its features to any third party, including through time-sharing, service bureau, or SaaS models (except as permitted for Merchant Aggregators in Section 2.4);
2.1.4.3. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to access the Platform’s source code, structure, algorithms, or internal logic;
2.1.4.4. Upload or transmit any materials that are unlawful, harmful, or contain viruses, malicious code, or similar elements through the Platform;
2.1.4.5. Attempt unauthorized access to, interfere with, disrupt, or harm the Platform or its infrastructure in any manner;
2.1.4.6. Conduct load testing, penetration testing, network scanning, ethical hacking, or other security assessments on the Platform or any associated APIs or infrastructure without prior written consent;
2.1.4.7. Use the Platform in a manner that infringes upon intellectual property, data privacy, or other legal rights of third parties or violates applicable laws;
2.1.4.8. Use the Platform for benchmarking, competitive analysis, development of competing products, or disclosing confidential or proprietary Platform details to competitors.

2.2. Third-Party Integrations and Related Services

2.2.1.
2.2.1.1. The Platform may include integrations with third-party services such as payment gateways, fraud detection tools, alternative payment solutions, and similar functionalities (“Third-Party Integrations”). These integrations are made available for your convenience. Dauphin Finance does not endorse, guarantee, or assume responsibility for any third-party services—even if a referral relationship exists. Your use of Third-Party Integrations is at your sole risk and is governed by the third party’s own terms and privacy policy. These services are not governed by Dauphin Finance’s Terms of Service.

2.2.1.2. Some features of the Platform may require that you obtain services from Third-Party Integrations. The initiation of a transaction through the Platform does not ensure that it will be authorized or processed. Dauphin Finance assumes no responsibility for any agreements or relationships you may have with such third parties.

2.2.1.3. Availability of Third-Party Integrations, endpoints, and related services may change without prior notice. However, Dauphin Finance will make reasonable efforts to provide 60 days’ advance notice if an integration will be discontinued.

2.2.1.4. You are solely responsible for conducting due diligence and verifying the security and reliability of any third-party services you choose to use. Any assistance provided by Dauphin Finance to help facilitate such integrations does not constitute endorsement or a guarantee of performance.

2.2.2. Trial Features

2.2.2.1. Dauphin Finance may offer certain features of the Platform as “Trial Features,” including features that may eventually become paid services. Trial Features may be provided at no cost or may include fees as outlined in any Ordering Document or supplemental agreement.

2.2.2.2. Unless otherwise specified, Trial Features are available for a limited period of 90 days from activation (“Trial Period”). Your access will automatically terminate at the end of the Trial Period unless you enter into a new agreement to subscribe to the feature as a paid service.

2.2.2.3. Dauphin Finance may modify, suspend, or terminate access to Trial Features at any time without notice, including changes to their duration, functionality, or pricing.

2.2.3. Merchant Aggregators

If you act as a Merchant Aggregator, you are authorized to facilitate downstream sales for your merchant clients while providing both payment and related services. The following conditions apply:

2.2.3.1. Fees. You are obligated to pay all applicable fees as specified in writing, regardless of whether you have collected payment from your own clients.

2.2.3.2. Support and Disputes. You are responsible for resolving all merchant-related disputes and providing cooperation to payment networks, banks, and other partners in handling such matters.

2.2.3.3. Merchant Contracts. You confirm that each of your merchant clients has entered into a valid agreement with you authorizing you to act on their behalf, and that they are located in eligible territories. You are solely responsible for establishing and maintaining appropriate legal agreements with your merchants. Dauphin Finance has no obligation to review or enforce those arrangements.

2.2.3.4. Limitation of Liability. Dauphin Finance is not liable for any damages arising from your failure to comply with regulatory obligations or contractual commitments to your merchants, including but not limited to failure to deliver services or improper solicitation.

2.2.4. Technical Support

As long as you remain in compliance with these Terms, Dauphin Finance will provide you with technical support services throughout the duration of your use of the Platform.

2.2.5. Professional Services

If you engage Dauphin Finance for additional professional, technical, or consulting services via an Ordering Document, the following provisions apply:

2.2.5.1. The Ordering Document governs all terms related to these services, including scope, pricing, termination, and limitations.

2.2.5.2. Dauphin Finance reserves the right to assign, replace, or reassign personnel or subcontractors delivering such services.

2.2.5.3. You agree to:
(i) provide reasonable cooperation and timely responses to requests from Dauphin Finance,
(ii) supply all data and content required for delivery, and
(iii) fulfill any additional obligations outlined in the Ordering Document.

2.2.5.4. You are responsible for obtaining all necessary rights or permissions for Dauphin Finance to access any third-party software, data, or services involved in the execution of professional services.

2.2.5.5. Unless otherwise agreed, all results of professional services will be considered part of the Platform and owned by Dauphin Finance, and are provided to you under the license terms set forth in Section 2.1.

2.3. Confidentiality

2.3.1. The term “Confidential Information” refers to all non-public, proprietary information—regardless of form (written, oral, electronic, or otherwise)—disclosed by one party to the other that:
(i) is marked as confidential or proprietary at the time of disclosure, or
(ii) should reasonably be understood to be confidential under the circumstances. This includes but is not limited to:

Trade secrets;
Pricing and financial data;
Technical and operational information such as source code, algorithms, data, research, and know-how;
Personal Data;
Business plans, product strategies, and marketing data;
Customer lists and associated details;
The terms of this Agreement and any Ordering Document(s).

3. Confidential Information

To clarify, the following categories of information are specifically considered Confidential Information of Dauphin Finance: all non-public details relating to the Platform, including, but not limited to, pricing data (e.g., quotations), source code, architectural frameworks, algorithms, technical design, operational methods, infrastructure, and any other proprietary techniques or processes used in the development, delivery, marketing, or support of the Platform.

Conversely, the term Confidential Information with respect to your organization refers to your Account Data, as defined in these Terms.

3.1. Confidentiality Obligations

3.1.1. Each party agrees to safeguard the other party’s Confidential Information using the same level of care it applies to protect its own proprietary information of a similar nature, and at a minimum, using reasonable precautions. Unless explicitly permitted by these Terms of Service, the receiving party may only use the disclosing party’s Confidential Information as necessary to fulfill its contractual rights and obligations. Disclosure of such information shall be limited to the receiving party’s employees, affiliates, contractors, or agents (“Representatives”) who have a legitimate need to access it for these purposes and who are bound by confidentiality obligations no less stringent than those stated herein. The receiving party remains fully responsible for any unauthorized disclosure or misuse of Confidential Information by its Representatives.

3.1.2. In the event that the receiving party or any of its Representatives is legally compelled—via law, regulation, or governmental order—to disclose any portion of the disclosing party’s Confidential Information, the receiving party shall, where legally permissible, provide prompt written notice to the disclosing party to allow it the opportunity to seek a protective order or similar remedy at its own expense. The receiving party shall cooperate, also at the disclosing party’s expense, in any efforts made to secure such protections. If such protections cannot be obtained, the receiving party will only disclose the minimum portion of Confidential Information required to comply with the legal obligation and will take reasonable steps to ensure that the information remains protected to the greatest extent possible.

3.1.3. Ownership of all Confidential Information remains exclusively with the disclosing party. Disclosure under this Agreement does not transfer or grant any intellectual property rights, licenses, or interests to the receiving party in the disclosed materials, whether expressly or implicitly.

3.2.

3.2.1. Data Protection and Privacy

3.2.1.1. Dauphin Finance commits to maintaining appropriate administrative, technical, and organizational measures designed to safeguard Account Data against foreseeable threats and vulnerabilities, and to ensure the confidentiality, integrity, and security of such data.

3.2.1.2. In instances where Dauphin Finance processes Personal Data on your behalf—whether by collecting, accessing, storing, transferring, transmitting, using, disclosing, or otherwise handling such data—both parties agree to fulfill their respective obligations under applicable data protection laws and regulations.

3.2.1.3. If you provide Dauphin Finance with Personal Data, or authorize Dauphin Finance to collect such data as part of Account Data or through any other means, you are solely responsible for ensuring that all required notifications have been given and that all necessary rights, consents, and authorizations have been obtained from the relevant individuals. This includes any consent required for Dauphin Finance to lawfully collect, process, store, use, and disclose Personal Data in accordance with these Terms. You further represent that your practices are fully compliant with all applicable privacy and data protection laws.

3.2.2. Fees and Payment Terms

3.2.2.1. You agree to pay Dauphin Finance all applicable fees and charges as specified in the relevant Ordering Document (if applicable), any Supplemental Terms, and this section (the “Fees”). All fees are non-cancelable, all payments are final, and—unless expressly stated otherwise in these Terms—no refunds will be provided once payment is made.

3.2.2.2. Dauphin Finance may adjust its pricing by issuing a written notice at least thirty (30) days prior to the effective date of the new rates. The notice will specify the effective date of the updated Fees. If you continue using the Platform after the new Fees go into effect, it constitutes your acceptance of the new rates. If you do not agree to the new pricing, you must notify Dauphin Finance of your decision not to renew at least fifteen (15) days prior to the effective date of the price change and discontinue use of the Platform in accordance with Section 7.4 by the end of your current subscription term.

3.2.2.3. In the event that Dauphin Finance is required under applicable law to pay or withhold any taxes, levies, import duties, tariffs, or similar governmental charges based on your payments, such costs will be invoiced to you and must be paid in addition to the standard Fees—unless you provide a valid exemption certificate issued by the relevant authority. If you are required to withhold or deduct any portion of the Fees as a legal obligation (“Required Withholding”), then Dauphin Finance shall be entitled to increase the amount invoiced (“gross-up”) so that it receives the full amount it would have otherwise received without such deduction. You remain fully responsible for all Required Withholdings imposed in connection with your use of the Platform.

3.2.2.4. Unless otherwise stated in the applicable Ordering Document, all invoiced amounts must be paid in full within thirty (30) days of the invoice date. You are responsible for ensuring the accuracy and completeness of your billing and contact details, and for promptly notifying Dauphin Finance of any changes.

3.2.2.5. If any payment is not received by the due date, Dauphin Finance may, in addition to any other available remedies (including suspension or termination of services under Sections 7.2 and 7.3), charge interest on the overdue amount. Interest will accrue at a rate of 1.5% per month, calculated daily and compounded monthly, or the maximum rate permitted by law—whichever is lower.

3.2.3. Ownership and Intellectual Property Rights

3.2.3.1. You acknowledge and agree that Dauphin Finance retains full and exclusive ownership of all rights, title, and interest in and to the Platform and its associated Documentation, including any and all intellectual property rights, enhancements, and derivative works. Except as expressly outlined in Section 2.1 (and subject to the limitations described in Section 2.2), no license or other usage rights are granted to you under these Terms. All rights not expressly provided herein are reserved by Dauphin Finance.

3.2.3.2. As between the parties, you shall remain the exclusive owner of all rights, title, and interest in and to your Account Data, including any intellectual property rights therein, or you confirm that you possess the valid licenses or legal rights necessary to use, share, or sublicense such data in accordance with this Agreement. You hereby grant Dauphin Finance and its subcontractors a limited, non-exclusive license, for the duration of this Agreement, to access, process, and use your Account Data to:
(i) deliver the services and functionality of the Platform to you;
(ii) fulfill Dauphin Finance’s obligations and exercise its rights under this Agreement; and
(iii) enhance and optimize the Platform’s performance and capabilities.

3.2.3.3. You and your Affiliates may from time to time submit comments, suggestions, or other feedback regarding the Platform (“Feedback”). By doing so, you grant Dauphin Finance a perpetual, worldwide, irrevocable, non-exclusive, royalty-free right and license to use, modify, develop, incorporate, and commercialize such Feedback for any purpose, including but not limited to the improvement, sale, and maintenance of the Platform. All Feedback shall be treated as Confidential Information belonging to Dauphin Finance.

3.2.3.4. Any improvements, updates, modifications, or enhancements made to the Platform that are based in whole or in part on your use of the Platform shall be owned exclusively by Dauphin Finance, along with all associated intellectual property rights.

3.2.3.5. Dauphin Finance may collect anonymized metadata and statistical information related to your usage of the Platform and its performance (“Usage Data”). This data is not derived from and does not include any Account Data. You agree that Dauphin Finance may use such Usage Data to support service delivery, conduct internal analytics, and improve the Platform. Dauphin Finance may also publish or share aggregated Usage Data with third parties, provided that such data cannot be used—alone or in combination—to identify you, your customers, or any other party.

3.2.3.6. Dauphin Finance may include your name on its public client list and reference you as a customer on its website or in promotional or sales materials. Any additional use of your name or branding for marketing purposes will require your prior written consent.

3.2.4. Term, Termination, and Suspension

3.2.4.1. These Terms of Service become effective on the earlier of the following events: (i) the date you first register for an account; (ii) the date you begin using the Platform; or (iii) the effective date of any Ordering Document executed between you and Dauphin Finance. The Agreement remains in force until either party terminates your access in accordance with this section.

Unless otherwise agreed in writing, the initial subscription term (“Initial Term”) is 30 days. At the conclusion of the Initial Term, your subscription—excluding any Professional Services—will automatically renew for successive periods of equal duration (“Renewal Terms”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the “Term.”

3.2.4.2. Either party may terminate this Agreement by delivering written notice to the other party if a material breach of these Terms of Service occurs and remains uncured for thirty (30) days following receipt of written notice describing the breach. If your use of the Platform is governed by an Ordering Document, Dauphin Finance reserves the right to treat the termination of such document as simultaneous termination of these Terms and any other related Ordering Documents at its sole discretion.

3.2.4.3. Dauphin Finance may immediately suspend or revoke your access to all or part of the Platform without prior notice and without liability if your use of the Platform:

(i) is or is likely to become harmful to Dauphin Finance or any third party;
(ii) introduces an unreasonable level of operational, reputational, or regulatory risk;
(iii) results in an observed or anticipated increase in fraud rates;
(iv) compromises the stability, security, or availability of the Platform or the infrastructure of any third-party systems (e.g., involvement in a DDoS attack);
(v) facilitates or may facilitate illegal, unauthorized, or restricted transactions;
(vi) violates applicable law or regulation;
(vii) breaches these Terms of Service or any relevant Ordering Document.

These suspension rights are in addition to and do not limit the termination rights available to Dauphin Finance under Section 7.2.

3.2.4.4. Upon expiration or termination of your access to the Platform (other than termination of Professional Services under a separate Ordering Document):

(i) your access to the Platform will cease immediately;
(ii) you must complete any pending transactions and refrain from initiating new ones;
(iii) you are required to settle any outstanding balances due under these Terms and any associated Ordering Documents;
(iv) you must cease using any Dauphin Finance trademarks, branding, or references and promptly remove all such content from your website and marketing materials;
(v) each party must either return or, upon request, destroy all Confidential Information belonging to the other party, including copies, notes, summaries, and derivatives thereof.

3.2.4.5. The following provisions shall survive the expiration or termination of this Agreement and any Ordering Document:
Sections 3 (Confidentiality), 5 (Fees and Payment), 6 (Ownership and IP Rights), 7 (Effect of Termination), 9 (Disclaimer of Warranties), 10 (Indemnification), 11 (Limitations of Liability), 14 (Miscellaneous), 15 (Definitions), and any other provision that, by its nature or terms, is intended to remain in force beyond termination.

3.2.5. Export of Payment Data

You may initiate an automated export of your Payment Data to a third-party endpoint that supports secure, PCI-DSS-compliant vaulting if supported by Dauphin Finance. Where automated export is not available, you may request a manual export of your Payment Data and/or other Account Data to a specified recipient, provided the recipient has provided satisfactory evidence of PCI-DSS compliance and Dauphin Finance determines in its sole discretion that the data transfer would not violate any applicable laws.

Manual exports are subject to a service fee based on Dauphin Finance’s current pricing at the time of request. Dauphin Finance reserves the right to delete your Account Data thirty (30) days following the effective date of termination of your Platform access (“Data Transfer Window”).

If additional time is needed to complete the transfer to a third-party vault, Dauphin Finance may, upon your written request and continued payment of prorated service fees, extend the Data Transfer Window in 30-day increments.

3.2.6. Representations and Warranties

3.2.6.1. As of the Effective Date and continuing throughout the duration of this Agreement, you represent and warrant that:

3.2.6.1.1. You possess the full legal authority and capacity to enter into and fulfill all obligations under these Terms of Service;
3.2.6.1.2. You are a duly formed and validly existing legal entity in good standing under the laws of your jurisdiction of incorporation or formation;
3.2.6.1.3. The individual executing or accepting these Terms on your behalf has been duly authorized to do so through all required internal corporate or organizational actions;
3.2.6.1.4. These Terms constitute a valid and binding agreement, enforceable against you in accordance with their terms;
3.2.6.1.5. You will not use the Platform in any fraudulent manner or in any way that could disrupt or interfere with the operation or accessibility of the Platform for other users;
3.2.6.1.6. Your use of the Platform, including your handling of Account Data and Payment Data (e.g., card authorizations, credits, settlements, declines, etc.), complies and will continue to comply with:
- (i) all applicable laws and regulations;
- (ii) the terms of service and agreements governing your use of payment gateways, merchant service providers, and API endpoints connected to the Platform;
- (iii) the applicable operating rules, protocols, manuals, and specifications (as may be updated from time to time) of relevant payment networks (including Visa, Mastercard, American Express, Discover, and their affiliates);
- (iv) the Payment Card Industry Data Security Standard (PCI-DSS), the Payment Application Data Security Standard (PA-DSS), as applicable;
- (v) any obligations imposed by regulators or supervisory authorities with jurisdiction over your use of the Platform;
3.2.6.1.7. You have secured and maintain all necessary permissions, licenses, consents, and authorizations to operate your business and to lawfully access and use the Platform in accordance with these Terms and applicable law;
3.2.6.1.8. All of your employees, contractors, agents, or representatives involved in using the Platform act in accordance with and are bound by these Terms;
3.2.6.1.9. Your use of the Platform does not and will not infringe upon, misappropriate, or otherwise violate the intellectual property rights, privacy rights, or other legal rights of any third party, and you have obtained all rights and permissions necessary to ensure lawful use;
3.2.6.1.10. You comply with all applicable laws relating to your business operations, use of the Platform, and fulfillment of your obligations under these Terms;
3.2.6.1.11. You will comply with all requirements, standards, and limitations set forth in the Platform’s Documentation;
3.2.6.1.12. All information and data you provide to Dauphin Finance (including Account Data) is accurate and complete, and you either own or have secured the necessary rights and permissions to allow Dauphin Finance, its subcontractors, and the Platform to access, process, and handle such data and related transactions in accordance with these Terms.

3.2.6.2. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DAUPHIN FINANCE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITATION, DAUPHIN FINANCE MAKES NO GUARANTEES THAT THE PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED, FREE FROM ERRORS OR DEFECTS, OR THAT ANY ISSUES WILL BE CORRECTED. WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR SPECIFIC EXPECTATIONS OR REQUIREMENTS, OR THAT IT WILL BE RELIABLE IN ALL CIRCUMSTANCES.

3.2.7. Indemnification

You agree to indemnify, defend, and hold harmless Dauphin Finance, its payment processors, and their respective employees, officers, directors, agents, affiliates, and representatives from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or in connection with:

(a) any actual or alleged violation of your representations, warranties, or contractual obligations under these Terms or under any third-party terms applicable to services integrated with the Platform;
(b) any improper, unauthorized, or unlawful use of the Platform;
(c) any violation of a third party’s rights, including but not limited to rights of privacy, publicity, or intellectual property;
(d) any breach of law or regulation applicable to you;
(e) any incorrect, false, or misleading tax-related information provided by you;
(f) any claims raised by your customers related to the handling of their Personal Data by Dauphin Finance in connection with its provision of the Platform to you;
(g) any use of the Platform by a third party using your credentials or access permissions.

3.2.8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAUPHIN FINANCE SHALL NOT BE HELD LIABLE TO YOU OR YOUR AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, LOST PROFITS, LOST ANTICIPATED SAVINGS, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

IN ADDITION, DAUPHIN FINANCE’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO DAUPHIN FINANCE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS APPLY EVEN IF DAUPHIN FINANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

3.2.9. Governing Law and Jurisdiction

These Terms of Service, and all matters related to access to or use of the Platform and associated services, shall be governed and interpreted in accordance with the laws of Canada, without regard to conflict of laws principles.

You agree that any and all disputes, claims, or legal actions relating to these Terms or your use of the Platform shall be subject to the exclusive jurisdiction of the courts of Canada.

3.2.10. Dispute Resolution and Arbitration Agreement

3.2.10.1. In the event of any dispute, controversy, or claim arising from or related to these Terms (a “Dispute”), both parties agree to first attempt to resolve the issue informally and in good faith for a period of at least sixty (60) days before initiating formal arbitration. If no resolution is achieved during that period, the Dispute shall be resolved through final and binding arbitration conducted in Canada.

The statute of limitations applicable to any Dispute shall be the same as if the claim were filed in a Canadian court. Arbitrators will have the authority to award monetary damages, interest, attorneys’ fees, and costs, and to allocate expenses in a manner they consider equitable. Arbitration awards may be enforced in any court of competent jurisdiction.

If either party challenges whether a matter is arbitrable, that challenge shall be resolved by a court in Canada. Notwithstanding the agreement to arbitrate, either party may seek injunctive or other equitable relief in court to preserve legal rights or prevent irreparable harm.

This arbitration agreement shall survive the termination or expiration of this Agreement and shall be binding on successors and permitted assigns.

3.2.10.2. CLASS ACTION WAIVER: YOU AND DAUPHIN FINANCE AGREE TO ARBITRATE DISPUTES ONLY IN YOUR INDIVIDUAL CAPACITIES AND NOT AS PART OF ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. BOTH PARTIES EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN OR INITIATE ANY CLASS ACTION OR SEEK RELIEF ON A CLASS-WIDE BASIS.

3.2.10.3. If any portion of this arbitration agreement is found unenforceable or unlawful, then:

(i) the affected provision shall be severed from the arbitration agreement;
(ii) the remainder shall remain enforceable; and
(iii) any claims that cannot be arbitrated due to the severed provision must be brought in a court of competent jurisdiction, and such proceedings shall be stayed pending the resolution of individual claims in arbitration.

3.2.11. Miscellaneous Provisions

3.2.11.1. Entire Agreement and Precedence.
This Agreement, including any applicable Supplemental Terms, constitutes the complete and exclusive agreement between the parties with respect to its subject matter. It supersedes all prior and contemporaneous oral or written agreements, proposals, discussions, or understandings between the parties, as well as any customary business practices.
In the event of a conflict between provisions:

(i) the applicable Ordering Document shall take precedence,
(ii) followed by these Terms of Service, and
(iii) then any other incorporated Supplemental Terms, policies, exhibits, or documents referenced herein (including those located via hyperlink or at a referenced URL).

However, no Ordering Document may override or amend the terms set forth in Sections 3, 4, 6, or 9 through 13 of this Agreement.

3.2.11.2. Waiver and Severability.
A delay or failure by either party to exercise any right or enforce any provision of this Agreement will not be deemed a waiver of such right or provision. Any partial exercise of a right will not preclude any future exercise of that or any other right.
If any part of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be modified or limited to the extent necessary to make it enforceable, and the remainder of the Agreement shall continue in full force and effect.

3.2.11.3. Notices.
All legal notices under this Agreement must be provided via email. Notices to you will be sent to the email address listed in your Dauphin Finance account and shall be deemed delivered once the email is sent. You are responsible for maintaining accurate and up-to-date contact information throughout the Term. Notices to Dauphin Finance must be sent to: support@dauphin.finance.

3.2.11.4. Assignment.
You may not assign, transfer, or delegate your rights or obligations under this Agreement without prior written consent from Dauphin Finance. Any unauthorized attempt to do so will be null and void. Subject to the foregoing, this Agreement shall be binding upon and benefit the respective permitted successors and assigns of both parties.

3.2.11.5. Independent Contractors.
The relationship between the parties is strictly that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party is authorized to make commitments on behalf of or bind the other party in any way.

3.2.11.6. Force Majeure.
Dauphin Finance shall not be held liable for any failure or delay in performance caused by events or circumstances beyond its reasonable control (“Force Majeure Events”), including but not limited to natural disasters, acts of war or terrorism, pandemics, labor disputes, utility failures, or government actions.

3.2.11.7. Equitable Relief.
Each party acknowledges that a breach or threatened breach of Sections 3 (Confidentiality), 4 (Data Security), or 6 (Intellectual Property) may cause irreparable harm to the other party, for which monetary damages would be an inadequate remedy. In such cases, the non-breaching party shall be entitled to seek injunctive or equitable relief (e.g., specific performance) from any court of competent jurisdiction, without the need to post a bond or prove actual damages. Such remedies are cumulative and do not limit other rights or remedies available by law.

3.2.11.8. Compliance with Sanctions and Export Controls.
You agree not to export, re-export, distribute, or otherwise provide access to the Platform—or any technology, information, or materials derived from it—to any individual or entity that is the subject of sanctions or located in a restricted jurisdiction, in violation of applicable trade sanctions or export control laws (“Sanctions and Export Control Laws”).
You further agree not to conduct any business involving parties located in embargoed countries, or involved in prohibited end uses such as the development of nuclear, chemical, or biological weapons. Dauphin Finance may share your Account Data with third-party service providers for purposes of sanctions screening, compliance checks, or geo-blocking. Both parties will cooperate to ensure full legal compliance.

3.2.11.9. Certification of Non-Involvement with Sanctioned Parties.
You confirm that neither you nor any of your owners, principals, employees, or agents:

(i) are located in or nationals of a Sanctioned Jurisdiction,
(ii) appear on any sanctions list maintained by Canadian, U.S., or other applicable authorities (e.g., SDN List, Entity List, Denied Persons List), or
(iii) are otherwise the subject of targeted sanctions or export restrictions under applicable law.

3.2.11.10. Government Use.
If you are a department, agency, or other instrumentality of the Government of Canada, or you are entering this Agreement on behalf of such an entity, the Platform and all related components shall be treated as “Commercial Items” (as defined in Canadian procurement law) and licensed only with those rights explicitly granted under this Agreement. All rights not expressly granted herein are reserved under Canadian copyright law.

3.2.12. Definitions

The following capitalized terms used in this Agreement shall have the meanings assigned to them below:

3.2.12.1. “Account Data” refers to all Payment Data and any other information or data submitted, uploaded, or transmitted by you through the Platform for purposes of processing within your Dauphin Finance account.

3.2.12.2. “Affiliate” means any entity that, now or in the future, is under common control with, controlled by, or controls a party, whether directly or indirectly.

3.2.12.3. “API” means all instances of the application programming interface provided by Dauphin Finance, including the available endpoints that allow you to interact with the Platform, as described in the API Reference section of the Dauphin Finance documentation.

3.2.12.4. “API call” means any request submitted to a Dauphin Finance API, including endpoints used to access and interact with the Platform.

3.2.12.5. “Effective Date” refers to the earliest of: (i) the date you create your Dauphin Finance account; (ii) the date you first access or use the Platform; or (iii) the date on which your service Term begins under an Ordering Document.

3.2.12.6. “Feedback” means any suggestions, recommendations, ideas, observations, or other comments that you or your Affiliates provide to Dauphin Finance relating to the Platform, including feedback on Trial Features.

3.2.12.7. “Force Majeure Event” refers to any event or circumstance beyond the reasonable control of Dauphin Finance or its subcontractors, such as labor disputes, strikes, power outages, supply chain delays, natural disasters, pandemics, governmental orders, military conflicts, civil unrest, terrorism, or similar occurrences.

3.2.12.8. “IP Rights” means all rights in and to intellectual property, including patents, copyrights, trademarks, trade secrets, rights of publicity, moral rights, and any related registrations, applications, extensions, or renewals in any jurisdiction worldwide.

3.2.12.9. “Merchant Aggregator” means a customer of Dauphin Finance who is not the merchant of record but acts on behalf of other merchants by enabling them to conduct downstream sales, while also providing them with payment and/or ancillary services.

3.2.12.10. “Laws” means all statutes, ordinances, codes, rules, directives, regulations, and other forms of legal requirements applicable under relevant jurisdictions.

3.2.12.11. “Ordering Document” refers to any agreement, order form, or other document executed by both parties that specifies services to be provided by Dauphin Finance and that is expressly governed by these Terms of Service.

3.2.12.12. “Payment Data” includes any personal or financial information obtained from a credit card, debit card, or other payment method—such as card number, expiration date, and CVV2—submitted via the Platform for processing.

3.2.12.13. “Payment Method” refers to any type of payment instrument accepted by Dauphin Finance through its Transaction APIs, including those used for processing, vaulting, or tokenizing transactions.

3.2.12.14. “PCI-DSS” stands for the Payment Card Industry Data Security Standard, which defines security requirements for entities that store, process, or transmit cardholder data.

3.2.12.15. “Personal Data” means any information that relates to an identifiable individual and that is collected, processed, or otherwise handled in connection with the Platform, including what is commonly understood as “personal data” under applicable law.

3.2.12.16. “Professional Services” means any implementation, integration, consulting, or migration services performed by Dauphin Finance as set forth in an Ordering Document.

3.2.12.17. “Sanctioned Jurisdictions” are countries or regions subject to comprehensive sanctions under Canadian law, which currently include (without limitation): Iran, Syria, North Korea, Cuba, Crimea, and the Donbass territories of Ukraine.

3.2.12.18. “Supplemental Terms” refers to any terms, policies, addenda, exhibits, or documents incorporated by reference into this Agreement, including those referenced via hyperlink or hosted at a specified URL.

3.2.12.19. “Term” means the duration of your Agreement with Dauphin Finance, beginning on the Effective Date and continuing until terminated under the provisions of these Terms or an applicable Ordering Document.

3.2.12.20. “Transaction” means any request submitted to a Dauphin Finance API endpoint. A single payment may involve multiple Transactions (e.g., storing a payment method, authorizing a charge, capturing the payment).

3.2.12.21. “Transaction APIs” refers to the set of core APIs made available by Dauphin Finance for handling payment-related actions, excluding APIs related to non-payment Platform features.

3.2.12.22. “Trial Services” means access to the Platform or certain features thereof on a temporary, free, or trial basis as described in applicable documentation or communications from Dauphin Finance.