# PayFlex Systems - Master Terms of Service

**Effective Date:** January 5, 2026

## 1. Role Definition

PayFlex Systems operates as a payment infrastructure and program management platform. **PayFlex Systems does not lend money, underwrite credit, or advance funds.**

## 2. Ownership & Control

All payment rails, banking relationships, card programs, and platform infrastructure are **owned and controlled by PayFlex Systems**.

Clients rent access to the platform. Clients do not inherit, own, or control underlying infrastructure.

## 3. Fees & Payment

Client agrees to pay all platform access fees, transaction fees, and card-related fees as outlined in the applicable pricing schedule.

**Fees are automatically deducted** from program funds or charged monthly via subscription.

All fees are **non-refundable** once services are provisioned.

## 4. No Circumvention

Client agrees **not to bypass, replicate, reverse engineer, or replace PayFlex Systems' infrastructure** for any program initiated on the platform for a period of **twenty-four (24) months** following termination.

## 5. No Fiduciary Duty

PayFlex Systems does not act as a fiduciary to client funds. Client funds are held with regulated financial institutions through integrated partners.

PayFlex Systems does not commingle, control, or guarantee client funds.

## 6. Termination

Either party may terminate with **30 days written notice**.

Outstanding fees survive termination.

Programs may be wound down at PayFlex Systems' discretion.

## 7. Limitation of Liability

PayFlex Systems' liability shall not exceed the total platform fees paid by Client in the preceding twelve (12) months.

## 8. Jurisdiction

This Agreement shall be governed by the laws of the State of **[YOUR STATE]**.

All disputes shall be resolved exclusively in that jurisdiction.

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Financial services provided via integrated banking and payment partners.

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