Payman AI, Inc.

Acceptance and Consent to the Terms of Service

Payman AI, Inc., a Delaware corporation ("Payman," "Company," "we," "us," or "our"), offers its services, as outlined below, and related content through our website(s) located at (https://www.paymanai.com) (the "Site"), as well as through applications, application programming interfaces ("APIs"), and related technologies, including any updates, enhancements, or new features or functionality (collectively with the Site, herein referred to as the "Service").

Subject to your compliance with these Terms of Service and any other applicable agreements, Payman grants you a limited, non-exclusive, non-transferable license to access and use the Service during the term of this agreement. Payman reserves the right to suspend or terminate your access to the Service at any time, for any or no reason, in its sole discretion.

Access to and use of the Service are governed by: (a) the terms and conditions set forth in these Terms of Service (referred to herein as the "Terms of Service" or "Terms" as updated periodically); (b) the API License Agreement, which applies specifically to any use of our APIs and related development tools ("API Terms"); (c) the Privacy Policy, as amended from time to time; (d) Stripe's Services Agreement (https://stripe.com/legal/ssa), Privacy Policy (https://stripe.com/privacy), and any other relevant terms or conditions of Stripe, Inc. (“Stripe”) as our payments service provider (collectively, the “Stripe Terms”); and (e) any additional agreements or terms that we may present to you from time to time.

By using our Service, you agree to both our Terms and the Stripe Terms, which may be updated periodically. Stripe's services are essential for certain payments account and processing functions integral to the Service, so agreement to their terms is required to use our Service.

For API access: both these Terms of Service and the API License Agreement apply. The API License Agreement takes precedence regarding API usage if conflicts arise between the agreements.

Use of the Service, including browsing the Site or accessing APIs, confirms your acceptance of these Terms of Service, Privacy Policy, and if applicable, the API License Agreement. Access to and use of the Service is prohibited without accepting these terms.

PLEASE READ THESE TERMS CAREFULLY.By Accessing or using any part of the Service, you affirm that you have reviewed and agree to be legally bound by these Terms of Service, the Privacy Policy (as described below), the Stripe Terms, and, if applicable, the API License Agreement, as well as any applicable laws, rules, or regulations. If you do not agree with any provision of the aforementioned agreements, you should immediately discontinue your use of the Service.

We reserve the right to amend or update portions of these Terms of Service at our discretion. If changes are made, they will be posted on this page, and the “last revised” date at the top of the page will be updated. The most current version of these Terms can be accessed via the “Terms of Service” link on the Site. In the event of significant updates, we will notify you through reasonable means, such as via the Service’s interface, a pop-up notice, or email communication. Continued use of the Service after such changes take effect constitutes your acceptance of the revised Terms of Service. For this reason, we recommend that you periodically review this page to remain informed of any updates. If you do not agree to the current or updated Terms of Service, you must cease using the Service.

Privacy Policy

For detailed information, please review our Privacy Policy (the “Privacy Policy”). By using the Service, you agree to the collection, use, and disclosure of your personal and other data as described in the Privacy Policy.

Stripe Payment Processing and Account Services

We use Stripe as a payment processing service and to handle funds and accounts created in connection with our Service. By using our Service, you agree to be bound by Stripe's Services Agreement (available at https://stripe.com/legal) as it relates to your use of payment processing services. You acknowledge and agree that Stripe may collect, use, and share your information according to Stripe's Privacy Policy (available at https://stripe.com/privacy). Further details about Stripe's services and terms are provided below under “Stripe Payment Processing and Financial Terms”.

PLEASE NOTE: These Terms of Service include an Arbitration Agreement and other important terms regarding your legal rights, obligations, and remedies. By agreeing to these Terms: (1) you consent to submit any disputes with Payman to binding arbitration, with limited exceptions; (2) you waive the right to pursue claims as part of a class or representative action and agree to bring claims solely on an individual basis; and (3) you acknowledge that you may not have disputes resolved by a jury or in a court of law.

Account Registration and Statement of Use

Registration Requirements.You are required to register with the Company in order to access and use certain features of the Service. Registration data and all other information you provide in registering with the Service are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.

Account Creation. To create an account, you must complete the Company's onboarding process in its entirety as requested by the Company. You may choose to create your account using your Google credentials through the Google sign-in functionality. By using Google sign-in, you authorize us to access and use certain Google account information, including but not limited to your email address and profile information, in accordance with Google's applicable terms and conditions and our Privacy Policy.

Statement of Use Requirement. As part of the registration process, you must submit a Statement of Use describing your intended use of the Services. You represent and warrant that all information provided in your Statement of Use is truthful, accurate, and complete. You agree to promptly notify the Company of any changes to the information provided in your Statement of Use. You acknowledge and agree that the Company may review your Statement of Use and may require you to agree to additional terms and conditions based on your intended use of the Services.

Updates and Compliance. You agree to promptly update the Company regarding any material changes to: (i) your intended use of the Services; (ii) information provided in your Statement of Use; (iii) any other material information that may affect your use of the Services. You agree to comply with all reasonable requests from the Company for additional information or clarification regarding your use of the Services.

Limited License. Upon approval of your Statement of Use, the Company grants you a limited, non-exclusive, non-transferable license to use the Services solely for the specific uses described in your approved Statement of Use. Any use of the Services that deviates from or exceeds the scope of your approved Statement of Use is strictly prohibited and constitutes a material breach of these Terms.

Termination. The Company reserves the right to immediately terminate your account and access to the Services, without notice or liability, if: (i) you use the Services for any purpose not explicitly authorized in your approved Statement of Use; (ii) you fail to maintain accurate and up-to-date information regarding your use of the Services; (iii) you fail to comply with any request for additional information or clarification; (iv) you breach any representation or warranty regarding your Statement of Use; (v) the Company determines, in its sole discretion, that your use of the Services violates these Terms or any applicable law or regulation.

Additional Terms. You acknowledge and agree that following the Company's review of your Statement of Use, additional terms and conditions may apply to your use of the Services. Such additional terms and conditions shall be incorporated into and made part of these Terms upon notice to you.

Service Overview

Service Description. The Service enables you to create your own AI agents to pay real people, both individuals and businesses, for a variety of tasks and services. These are generated and programmed via a simple API-based system, and supported by our user- friendly control panel to manage and oversee your AI agents and their activities and payments, and flexible payment options integrated via either pre-authorized accounts such as your existing bank accounts and credit cards, or by pre-funding a dedicated account held in your name by our banking and payments partners to manage your AI agent’s budget and spending. Payman provides the infrastructure for AI-to-human payments, streamlining compensation for human input.

The Service includes access to our API that enables you to programmatically configure and manage AI agents for payment processing and task management. Through the API, you can create, modify, and control AI agents that facilitate payments to recipients. We provide you with the capability to generate unique API keys through our platform for accessing and utilizing these API services. You acknowledge and agree that you are solely responsible for securing and safeguarding any API keys generated through your account. You must implement appropriate security measures to prevent unauthorized access to or use of your API keys, including but not limited to storing them securely, regularly rotating them as needed, and immediately notifying us of any known or suspected security breaches or unauthorized access. Any activities that occur using your API keys will be deemed to have been authorized by you, and you will be solely responsible for all actions taken through use of your API keys. By accessing or using the API, you expressly agree to be bound by and comply with the API License Agreement, which is incorporated herein by reference.

Fees. Payman will collect a fee on each transaction conducted using the Services (the “Payman Fee”). The current fee schedule can be found at (https://paymanai.com), and is subject to change at the sole discretion of Payman. By using the Services, you agree to pay all Payman Fees, and expressly authorize Stripe to collect and pay the Payman Fees from your account or linked payment method on behalf of Payman.

Platform Changes and Storage Policies. Payman reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Payman will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage. You acknowledge that Payman may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Payman’s or its third-party service providers’ servers on your behalf. You agree that Payman has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Payman reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Payman reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

User Guidelines and Prohibited Activities

User Conduct.You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Payman, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing, or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Payman. Payman reserves the right to investigate and take appropriate legal action against anyone who, in Payman’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree not to use the Service to:

Email, or otherwise upload or make available any content that:
- Infringes or violates any intellectual property rights, publicity rights, other proprietary rights, or privacy rights of any party;
- You do not have a right to upload under any law or under contractual or fiduciary relationships;
- Contains software viruses or other malicious code designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
- Poses or creates a privacy or security risk to any person;
- Constitutes unsolicited or unauthorized advertising, promotional materials, or sales activities, including but not limited to “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
- Is illegal in the applicable jurisdiction, including but not limited to messages related to cannabis (even in states where cannabis is legal, as federal laws prohibit its sale), CBD (prohibited in certain states), or prescription medication that cannot legally be sold over-the-counter;
- Is age- or geographically restricted, such as content related to alcohol, firearms, gambling, tobacco, or other adult content, without obtaining prior consent and ensuring recipients meet the legal age of consent for their location;
- Is harmful, threatening, false, misleading, fraudulent, abusive, exploitative, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy, discriminatory, hateful, or otherwise objectionable;
- Intentionally evades filters, including through tactics such as misspelled words, non-standard opt-out phrases, or “snowshoeing” (distributing similar or identical messages across multiple phone numbers to evade detection);
Engage in or facilitate the following prohibited activities:
- Involvement with industries or services including:
  - Adult industry, escort, or dating services, including adult entertainment, adult content creation, or sexually oriented products
  - Arms trading (retail or manufacturing) or military/defense equipment
  - ATMs or ATM network operations
  - Bail bonds or bail bond payment processing
  - Casinos, gambling, or gaming (online or physical)
  - Debt collection, debt relief, or credit restoration agencies
  - Door-to-door sales or high-pressure sales tactics
  - Government agencies and entities (without explicit authorization)
  - Hemp or marijuana direct businesses, including cannabis-related products or services
  - Illegal drug products and services, including synthetic drugs and drug paraphernalia
  - Money services businesses (MSBs) including:
  - Currency exchange or dealing
  - Money transmission services
  - Check cashing services
  - Virtual currency exchanges
  - Payable Through Accounts (PTAs) or nested account services
  - Payday lending, tax anticipation loans, or high-interest lending programs
  - Person-to-Person payment businesses or platforms
  - Shell corporations, shell banks, or businesses without legitimate physical presence
  - Telecommunication or surveillance equipment providers, especially those intended for unauthorized interception
  - Unfair, predatory, or deceptive practices, including:
  - Hidden fees or charges
  - Misrepresentation of products or services
  - Bait and switch tactics
  - False or misleading advertising
  - Unregistered charities or non-profit organizations
  - Warranties or lifetime guarantees without proper documentation
  - Multi-level marketing schemes or pyramid schemes
  - Investment schemes promising guaranteed returns
  - Businesses operating without required licenses, permits, or registrations
  - Payment facilitators or payment processors for third parties
  - Businesses conducting transactions with sanctioned countries, regions, individuals, or entities
  - Businesses engaged in money laundering or terrorist financing activities
Further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
Interfere with or disrupt the Service or networks connected to the Service, or violate network policies;
Harvest or collect contact information from other users for unauthorized purposes, including sending unsolicited communications;
Impersonate any person or entity or misrepresent your affiliation with a person or entity;
Solicit personal information from anyone under the age of 18;
Circumvent content protections or geographic restrictions through methods such as VPNs or proxy IPs;
Use any data mining, robots, scraping, or similar data gathering methods.

If you are blocked by Payman from accessing the Service, you agree not to attempt to circumvent such restrictions.

Additionally, when you create and/or make available any User Content, you represent and warrant that the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your User Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your User Content in any manner contemplated by the Site and these Terms of Service. You have the written consent, release, and/or permission of each and every identifiable individual person in your User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your User Content in any manner contemplated by the Site and these Terms of Service.

Competitors. No employee, independent contractor, agent, or affiliate of any company that provides AI-to-human payment infrastructure or automated payment agent services is permitted to view, access, or use any portion of the Service without express written permission from Payman. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Payman or any of its affiliates, or acting on behalf of a competitor of Payman in using or accessing the Service. For purposes of these Terms, a competitor is defined as any entity that develops, offers, or provides services for facilitating automated or AI-driven payment processing between artificial intelligence agents and human recipients.

Ownership; Restrictions. The technology and software underlying the Service or distributed in connection therewith are the property of Payman, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Payman.

Special Notice for International Use; Export Controls. Payman is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Stripe Payment Processing and Financial Terms

Our Service utilizes Stripe for payment processing and fund management, including the creation and maintenance of beneficial user accounts. In providing these payment services, Stripe may handle your financial information and transactions in accordance with their terms. For transparency regarding Stripe's practices:

Financial Data Handling: Stripe processes, stores, and secures your payment information according to their security standards and compliance requirements.
Service Integration: When you make payments through our Service, you interact with Stripe's payments and accounts infrastructure, which operates under their Services Agreement.
Data Collection: As part of payment processing, Stripe collects and processes necessary financial and personal information per their Privacy Policy.

By using our payment features, you acknowledge that Stripe operates as an independent service provider and their terms, including their Services Agreement (https://stripe.com/legal/ssa), and Privacy Policy (https://stripe.com/privacy), govern the payment aspects of your use of our Service.

To use our Service's payment features, you must be at least 18 years old, provide accurate and complete information, maintain a valid bank account or payment method, and not engage in prohibited activities as defined by Stripe.

When making payments through our Service, whether using a directly funded account or linked external payment method, you authorize the transaction processing through Stripe. You agree to pay applicable service fees, which will be clearly disclosed. We reserve the right to modify fees with notice.

You may not use our Service for fraudulent transactions, illegal goods or services, intellectual property violations, or prohibited business activities. You must maintain reasonable security measures for your account, protect your payment information, and provide accurate account information.

We may suspend or terminate payment processing if you violate these terms or applicable laws, your account poses unacceptable risk, if required by our payment processor, or at our discretion.

Your payment information will be handled according to Stripe's security standards and our Privacy Policy.

These Stripe terms highlight key aspects of using Stripe's payment processing and account services through our platform but do not contain all of Stripe's terms. For complete information about Stripe's services, please review Stripe's full terms at stripe.com/legal.

Content Rights and Responsibilities

Service Content. You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Payman, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks. The Payman name and logos are trademarks and service marks of Payman (collectively the “Payman Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Payman Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Payman. Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Payman Trademarks will inure to our exclusive benefit.

Third-Party Material. Under no circumstances will Payman be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Payman does not pre-screen content, but that Payman and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Payman and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Payman, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content. You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Payman and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Payman and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Payman are non-confidential and Payman will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Payman may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Payman, its users, or the public. You understand that the technical processing and transmission of the Service, including your User

Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints. Payman respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Payman of your infringement claim in accordance with the procedure set forth below.

Payman will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Payman’s Copyright Agent at (support@paymanai.com) (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail at:

Payman AI, Inc.

777 Main Ave. Suite 201

Durango, CO 81301

To be effective, the notification must be in writing and contain the following information: a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed; identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property; identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Payman will send a copy of the counter-notice to the original complaining party informing them that Payman may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Payman or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy. In accordance with the DMCA and other applicable law, Payman has adopted a policy of terminating, in appropriate circumstances and at Payman’s sole discretion, the accounts of users who are deemed to be repeat infringers. Payman may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Services and Websites. The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third- Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third-party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Payman has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Payman, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Payman enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Payman will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification. To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Payman, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Payman Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Payman will provide notice to you of any such claim, suit, or proceeding. Payman reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Payman’s defense of such matter. You may not settle or compromise any claim against the Payman Parties without Payman’s written consent.

Confidentiality

We may disclose or make available to you information, including but not limited to, research and development plans and results, software, databases, technology, inventions, trade secrets, technical information, know-how, plans, specifications, methods of operations, product and service information, product and service availability, pricing information, financial, business and marketing information and plans (collectively, “Confidential Information”). You agree that you shall not, directly or indirectly, use, permit use of, disclose, discuss, publish, or disseminate in any manner, any Confidential Information at any time and shall use your best efforts to protect and maintain the confidentiality of the Confidential Information contemplated herein. You shall not disclose any such Confidential Information to any person or entity, except to personnel under your control who need to know the Confidential Information to assist you, or act on your behalf, to exercise your rights or perform its obligations under these Terms. You shall be responsible for any breach caused by any of your personnel. Your obligations with regard to Confidential Information will not apply to the extent that disclosure of such Confidential Information is required by applicable law or a valid order issued by a court or governmental agency of competent jurisdiction. In such cases, you must inform us in writing as soon as possible, and you must limit the disclosure of the Confidential Information to only what is necessary to comply with such an order.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PAYMAN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT.

THE PAYMAN PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PAYMAN PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PAYMAN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE PAYMAN PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PAYMAN IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A RESIDENT OF CALIFORNIA, NEW JERSERY, MASSACHUSETTS, ILLINOIS, OR ANY OTHER STATE OR OTHER JURISDICTION WITH CONSUMER PROTECTION LAWS THAT MAY RESTRICT THE SCOPE OF OR RENDER UNENFORCEABLE ALL OR ANY PORTION OF THE ABOVE LIMITATIONS OF LIABILITY OR WARRANTY DISCLAIMERS, SUCH RESTRICTIONS WILL APPLY TO YOU ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Payman, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Payman are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND PAYMAN AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PAYMAN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution. Payman is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer ’s satisfaction by emailing customer support at (support@paymanai.com). If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Payman should be sent to Payman AI, Inc., 777 Main Ave. Suite 201, Durango, CO 81301 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Payman and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Payman may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Payman or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Payman is entitled.

Please read the following agreement to arbitrate ("Arbitration Agreement") in its entirety. This clause requires you to arbitrate disputes with Payman and limits the manner in which you can seek relief from us.

YOU AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. ("JAMS"), PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES & PROCEDURES (THE "JAMS RULES"), WHICH ARE AVAILABLE AT https://www.jamsadr.com/rules-comprehensive-arbitration/ , PROVIDED, HOWEVER, THAT THE JAMS RULES SHALL NOT CONTRADICT OR OTHERWISE ALTER THE TERMS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE BELOW COST SHARING PROVISION. THE ARBITRATION SHALL BE BEFORE A SINGLE ARBITRATOR WHO SHALL BE A FORMER FEDERAL OR STATE COURT JUDGE. THE ARBITRATION SHALL APPLY THE FEDERAL RULES OF CIVIL PROCEDURE, EXCEPT TO THE EXTENT SUCH RULES CONFLICT WITH THE JAMS RULES. YOU UNDERSTAND THAT THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION ("ARBITRATION COSTS"), EXCEPT AS PROHIBITED BY LAW, AND UNDERSTAND THAT EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE ATTORNEYS' FEES AND COSTS. IN THE EVENT THAT JAMS FAILS, REFUSES, OR OTHERWISE DOES NOT ENFORCE THE AFOREMENTIONED ARBITRATION COST SHARING PROVISION, EITHER PARTY MAY COMMENCE AN ACTION TO RECOVER SUCH AMOUNTS AGAINST THE NON-PAYING PARTY IN ANY COURT AND THE NON-PAYING PARTY SHALL REIMBURSE THE MOVING PARTY FOR THE ATTORNEYS' FEES AND COSTS IT INCURS IN CONNECTION WITH SUCH ACTION. YOU AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS, PRIOR TO ANY ARBITRATION HEARING. YOU AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. YOU ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW. YOU AGREE THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. YOU AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH COLORADO LAW, INCLUDING THE COLORADO RULES OF CIVIL PROCEDURE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL COLORADO LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH COLORADO LAW, COLORADO LAW SHALL TAKE PRECEDENCE. YOU AGREE THAT THE DECISION OF THE ARBITRATOR SHALL BE IN WRITING. YOU AGREE THAT ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN DENVER, COLORADO. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Injunctive Relief. You agree that a breach of these Terms of Service may cause irreparable injury to Payman for which monetary damages would not be an adequate remedy and Payman shall, to the fullest extent permitted by applicable law, be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms of Service to the contrary, Payman agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Payman written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination. You agree that Payman, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Payman believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Payman may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Payman may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Payman will not be liable to you or any third party for any termination of your access to the Service.

User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Payman will have no liability or responsibility with respect thereto. Payman reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

Government Usage Rights. The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Contact Information. Please contact us at (support@paymanai.com) to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.