Terms of Service

1. Acceptance of Terms

These Terms of Service (the “Terms”) constitute a binding legal agreement between Koraly LLC, an Iowa limited liability company whose registered office is located at 4900 240TH ST 5478, Ashton, IA 51232, USA (“Koraly”, “we”, “us”), and the customer (“Customer”, “you”) accessing or using any of our services. By creating an account, accepting these Terms in writing, electronically, by clickwrap, or by continuing to use our services, you represent that you have full authority to bind your organization to these Terms and accept them in full.

If you do not agree with any provision of these Terms, you must not register, access, or use the Koraly services. We may post updated Terms from time to time; continued use of the services following an update constitutes acceptance of the updated Terms in accordance with Section 19.

2. Description of Services

Koraly provides payment infrastructure and ancillary services to businesses operating globally. The services include, without limitation:

• payment aggregation and acquiring across multiple card networks, wallets and local payment methods;
• multi-currency processing, currency conversion and dynamic pricing;
• automated indirect tax computation, collection and remittance support (US sales tax, EU VAT, UK VAT, GST and other equivalent regimes);
• fraud detection and risk scoring using machine-learning models and rule-based engines;
• analytics, reporting and reconciliation tools available through the Koraly dashboard and APIs;
• consolidated next-day payouts to one or more bank accounts in supported jurisdictions; and
• such other features as Koraly may introduce, modify or discontinue from time to time.

The services are made available through a combination of web applications, REST APIs, SDKs and supporting documentation. Some components may rely on third-party financial institutions, card networks, regulators or technology providers, whose terms and conditions may also apply.

3. Eligibility and Account Registration

To register for Koraly, Customer must be a legally formed entity in good standing, must conduct lawful business activity, and must be represented by an authorized individual at least 18 years old. During registration, Customer must provide complete, accurate and current information about itself, its beneficial owners, its officers and its intended use of the services. Customer is solely responsible for maintaining the confidentiality of its credentials and for all activities that occur under its account.

Customer must promptly notify Koraly at abuse@koraly.io of any suspected unauthorized use of its account or any breach of security. Koraly is not liable for losses arising from Customer's failure to safeguard its credentials.

4. KYC / KYB Compliance

Koraly is subject to anti-money laundering, counter-terrorist financing, sanctions and similar regulatory regimes, including the US Bank Secrecy Act and OFAC requirements. Customer agrees to cooperate fully with Koraly's Know-Your-Business (KYB) and ongoing due diligence processes, including:

• providing certified copies of formation documents, beneficial owner identification, proof of address and tax identifiers (EIN or equivalent);
• disclosing all persons holding 25% or more of the equity interests in Customer, as well as one individual exercising significant control;
• submitting to enhanced due diligence where Customer operates in high-risk verticals or jurisdictions; and
• updating information promptly when circumstances change (ownership, control, registered office, business model).

Koraly reserves the right, in its sole discretion and without justification, to refuse registration, request additional information, delay activation, place transactions on hold, suspend or terminate the account, and report suspicious activity to FinCEN, OFAC, the IRS, state attorneys general or other competent authorities. Customer waives any claim against Koraly arising solely from compliance actions taken in good faith.

5. Acceptable Use Policy

Customer's use of the services is governed by the Acceptable Use Policy available at /legal/acceptable-use, which is incorporated by reference. Violations of the Acceptable Use Policy constitute a material breach of these Terms and may result in immediate suspension, fund holds, reserve increases, account closure and referral to competent authorities.

6. Pricing and Fees

Fees applicable to the services are set forth on the Koraly pricing page or in a signed commercial agreement between the parties. Fees may include per-transaction processing fees, monthly subscription fees, currency conversion spreads, dispute and chargeback fees, refund processing fees, and ad-hoc service fees.

All fees are deducted directly from Customer's settlement balance and reflected on the monthly statement available in the dashboard. Unless otherwise specified, fees exclude applicable taxes, which are the responsibility of Customer. Koraly may modify fees at any time with thirty (30) days' prior written notice; continued use of the services after such notice constitutes acceptance.

7. Payout Terms

Koraly operates a next-day standard payout cycle for funds collected on behalf of Customer, subject to applicable reserves, settlement cut-offs, banking holidays and risk holds. Funds will be paid to the bank account designated by Customer in the dashboard, provided that such bank account is verified, in good standing and located in a supported jurisdiction.

Koraly may apply rolling reserves, fixed reserves or transaction-level holds to mitigate exposure to chargebacks, refunds, regulatory risk or operational risk. Reserve parameters are disclosed in the commercial agreement or, in the absence of a signed agreement, in the dashboard's account settings. Reserves are released according to the published schedule unless extended by Koraly in case of elevated risk indicators.

8. Refunds and Chargebacks

Customer is solely responsible for refund management with its end-customers and must process all merchant-initiated refunds through the Koraly API or dashboard. Processing fees previously charged on a transaction are generally not refunded when the underlying transaction is refunded.

Customer bears full financial liability for chargebacks raised by end-customers, including the disputed amount, applicable chargeback fees and any losses incurred by Koraly in defending the dispute. Koraly will represent Customer to the card networks based on evidence timely submitted via the dashboard, in accordance with network rules, but does not guarantee a favorable outcome.

9. Customer Obligations

Customer represents, warrants and covenants that it will:

• provide accurate, complete and up-to-date information;
• maintain reasonable physical, administrative and technical security measures to protect its credentials and integrations;
• comply with all applicable US federal, state and local laws and regulations, as well as the laws of any jurisdiction where it conducts business;
• publish on its storefront its own Terms of Service, Refund Policy, Privacy Policy and contact information, clearly visible at checkout;
• ensure that the goods and services it sells are accurately described, lawfully delivered and free from misrepresentation;
• maintain a chargeback rate below the thresholds defined by the card networks (Visa Dispute Monitoring Program and equivalents); and
• cooperate with Koraly investigations, audits and security questionnaires within reasonable timeframes.

10. Service Availability

Koraly will use commercially reasonable efforts to make the services available on a 24x7 basis with high uptime targets, as further described in the Service Level commitments published in the dashboard. Notwithstanding the foregoing, Koraly does not warrant that the services will be uninterrupted, error-free or free from third-party interference, and disclaims liability for outages caused by force majeure, third-party providers, scheduled maintenance, or Customer misconfiguration.

11. Intellectual Property

Koraly retains all right, title and interest in and to the services, the underlying software, the Koraly trademarks, documentation, data models and any improvements, derivative works or feedback received from Customer. Subject to these Terms and continued payment of fees, Koraly grants Customer a limited, non-exclusive, non-transferable and revocable license to access and use the services during the term of the agreement, solely for Customer's internal business purposes.

Customer shall not, and shall not permit any third party to, copy, modify, decompile, disassemble, reverse engineer or create derivative works of the services, except to the extent expressly authorized by law. Customer grants Koraly a worldwide, royalty-free license to use Customer's name and logo to identify Customer as a user of the services, including in customer lists and marketing materials, unless Customer opts out in writing.

12. Data Protection

Koraly processes personal data and transaction data in accordance with its Privacy Policy. Where Koraly acts as a service provider or processor on behalf of Customer with respect to end-customer personal information, the parties agree that the Koraly Data Processing Addendum (DPA), available upon request, governs such processing and is incorporated herein by reference. Customer is responsible for providing all required notices and obtaining all required consents from its end-customers.

13. Confidentiality

Each party may receive non-public information from the other in connection with the services (“Confidential Information”). The recipient shall (i) protect Confidential Information using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), (ii) use it solely to perform under these Terms, and (iii) not disclose it to any third party except to employees, contractors and affiliates bound by confidentiality obligations no less protective than those set forth herein. These obligations survive for three (3) years after termination of the services.

14. Limitation of Liability

To the maximum extent permitted by law, Koraly's aggregate liability under these Terms, whether in contract, tort, statute or otherwise, shall not exceed the total fees actually paid by Customer to Koraly during the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall Koraly be liable for indirect, incidental, consequential, special, exemplary or punitive damages, including lost profits, lost revenue, lost goodwill or lost data, even if advised of the possibility of such damages.

15. Indemnification

Customer agrees to defend, indemnify and hold harmless Koraly, its affiliates, officers, directors, employees and agents from and against any and all third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (i) Customer's breach of these Terms or the Acceptable Use Policy, (ii) Customer's products or services, (iii) Customer's acts or omissions, including violations of applicable law, or (iv) any chargeback, refund or dispute initiated by an end-customer of Customer.

16. Termination

These Terms are entered into for an indefinite term. Either party may terminate the agreement at any time for convenience by providing thirty (30) days' prior written notice. Koraly may suspend or terminate the services immediately, without prior notice, in the event of (i) a material breach by Customer, (ii) suspected fraud or unlawful activity, (iii) a regulatory or banking partner request, (iv) bankruptcy, insolvency or material change of control of Customer, or (v) any violation of the Acceptable Use Policy.

Upon termination, Customer remains liable for all fees, chargebacks, refunds and other amounts owed. Koraly may continue to hold reserves and retain transaction information for the periods required by applicable law, regulatory obligations and card network rules.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, public health emergencies, internet or telecommunications outages, power failures, third-party financial institution outages or labor disputes.

18. Assignment

Customer may not assign or transfer these Terms or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Koraly. Koraly may assign these Terms, in whole or in part, without Customer's consent, including in connection with a merger, acquisition, corporate reorganization or sale of substantially all of its assets.

19. Modifications

Koraly may modify these Terms from time to time. Material modifications will be communicated by email to the address on file or by prominent notice in the dashboard at least thirty (30) days before they take effect. Customer's continued use of the services following the effective date of an update constitutes acceptance of the modified Terms.

20. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Iowa, USA, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Iowa for any dispute arising out of or in connection with these Terms or the services, except that either party may seek injunctive relief to protect its intellectual property in any court of competent jurisdiction. The parties may, by mutual written agreement, submit any dispute to confidential binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

21. Contact Information

Questions about these Terms should be directed to:

Koraly LLC
4900 240TH ST 5478, Ashton, IA 51232, USA
Email: contact@koraly.io
Phone: +1 (319) 323-7362