Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and uPayments LLC, operating under the product name FinMI ("Financial Merchant Intelligence"). By accessing or using the FinMI platform, dashboard, APIs, or any related services (collectively, the "Services"), you agree to be bound by these Terms and by our Privacy Policy, Acceptable Use Policy, Refund Policy, Disclaimer, and Data Use Policy. If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business. If you do not agree to these Terms, do not use the Services.

2. Description of Services

FinMI is a merchant operations dashboard that connects to your existing payment gateway (currently NMI). Features include hosted checkout pages, embeddable payment forms, invoicing, subscriptions, customer-vault management, dunning, dispute response (DisputeProof), reporting, and webhook delivery. FinMI is not itself a payment processor; payment authorization, capture, settlement, and PCI-scope responsibilities for cardholder data sit with the connected gateway.

3. Accessibility Statement

uPayments LLC is committed to making FinMI accessible to everyone, including individuals with disabilities, and strives to ensure that the dashboard, marketing site, and customer-facing payment surfaces are user-friendly and easy to navigate. In accordance with the Americans with Disabilities Act (the "ADA") and Web Content Accessibility Guidelines (WCAG) 2.1 Level AA targets, we have implemented features including resizable text, alternative text for images, keyboard navigation, focus management, screen-reader compatibility, and skip-to-content links. If you encounter an accessibility barrier, contact legal@finmi.io and we will work to remediate it.

4. Account Registration

You must be 18 years or older and authorized to enter into legally binding agreements on behalf of any business you represent. You are responsible for the accuracy of registration information, the security of your credentials, and any activity under your account. Notify us immediately if you suspect unauthorized access. We may suspend or terminate accounts where required by law, for material breach, or to protect the integrity of the Services.

5. Authorized Users and Team Accounts

You may authorize employees, contractors, and other team members (each, an "Authorized User") to access and use the Services on behalf of your business. You are responsible for: (a) ensuring each Authorized User complies with these Terms; (b) the acts and omissions of all Authorized Users, which are deemed your own for all purposes under these Terms; and (c) promptly revoking access when a user is no longer authorized. You are responsible for any fees or liabilities incurred by Authorized Users under your account, even if those users have exceeded the scope of authority you granted them.

6. Fees and Billing

Subscription fees are described on our pricing page and any order form you sign. All fees are stated and charged in U.S. dollars. Fees are billed in advance for the term you choose and are non-refundable except as described in our Refund Policyor as required by law. We may change fees on at least 30 days' notice for the next renewal. Payment-processing fees charged by the gateway (NMI) and card networks are governed by your separate agreement with the gateway, not by these Terms. Past-due accounts may be suspended; we may charge interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.

7. Acceptable Use

You agree to use the Services in compliance with our Acceptable Use Policy, all applicable laws (including card-network rules and PCI requirements that apply to your business), and the terms of your gateway and bank agreements.

8. Customer Data and Privacy

You retain ownership of customer and transaction data you process through FinMI. You grant us a limited, non-exclusive license to process this data solely to provide the Services, including aggregating and anonymizing it for product improvement and benchmarking. You are responsible for providing your end customers with a privacy policy that accurately describes your data practices and for obtaining any consents required by law.

9. Sub-Processors and Data Use

We rely on a limited set of sub-processors to provide the Services, including infrastructure, email delivery, analytics, and AI inference vendors. The current categories of sub-processors and the data they receive are described in our Data Use Policy. We remain responsible for the performance of our sub-processors and require each to maintain security and confidentiality safeguards consistent with these Terms. We will provide a Data Processing Addendum (DPA) on request to merchants who require one for compliance with GDPR, UK GDPR, or analogous regimes.

10. Data Security and Breach Notification

We maintain administrative, physical, and technical safeguards designed to protect customer data against unauthorized access, disclosure, alteration, or destruction. If we become aware of a security incident affecting your data, we will notify you without undue delay and in any event within the timeframe required by applicable law (including New Mexico's 45-day notification standard under HB 15). The notification will describe the nature of the incident, the data involved, the steps we have taken to mitigate it, and any actions we recommend you take. You are responsible for notifying your own end customers as required by the laws that apply to your business.

11. Confidentiality

In the course of using the Services, each party may receive information from the other that is non-public and either marked confidential or that a reasonable person would understand to be confidential based on its nature and the circumstances of disclosure ("Confidential Information"). FinMI's Confidential Information includes the source code, security details, non-public pricing, and product roadmaps of the Services. Your Confidential Information includes your account data, transaction data, customer records, dispute evidence, and business plans.

Each party agrees to: (a) use Confidential Information only to perform under these Terms; (b) protect it with the same care it uses for its own information of similar sensitivity, and in no event less than reasonable care; and (c) disclose it only to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this section. A party may disclose Confidential Information when compelled by law or court order, provided it gives the other party reasonable advance notice (where legally permitted) and cooperates with any effort to limit disclosure.

Confidentiality obligations survive for three (3) years after termination of these Terms, except that obligations relating to trade secrets continue for as long as the information qualifies as a trade secret under applicable law. The carve-out for breaches of confidentiality in Section 20 (Limitation of Liability) refers to breaches of this section.

12. Intellectual Property

FinMI, the FinMI logo, the uPayments name, and the Services (including software, design, documentation, and content) are owned by uPayments LLC and protected by intellectual-property laws. We grant you a non-exclusive, non-transferable license to access and use the Services during your subscription term, subject to these Terms. You may not reverse-engineer, scrape at scale, resell, or build competing services from the platform. All rights not expressly granted are reserved.

13. APIs and Integrations

FinMI makes APIs available to support integrations with your back-office systems, billing, CRM, and other tools. You agree to: (a) keep your API credentials confidential and rotate them promptly if compromised; (b) respect documented rate limits and not circumvent them; and (c) not use APIs to scrape, mirror, or build a competing service. We may version, deprecate, or change APIs on at least 90 days' notice for breaking changes, except for security or compliance reasons where shorter notice may be required. You are responsible for the actions taken by your API integrations against the Services and for any fees or rate-limit penalties incurred by those integrations.

14. Beta Features and Early Access

From time to time we may make features available on a pre-release, beta, alpha, or early-access basis ("Beta Features"). Beta Features are provided strictly "as is," may change, become unavailable, or be removed without notice, and are excluded from the availability commitments in Section 15 (Service Availability). You agree to provide reasonable feedback if requested and not to rely on Beta Features for production-critical workflows.

15. Service Availability

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding scheduled maintenance windows (which we will communicate in advance where practical) and outages caused by third-party providers, the connected gateway, internet infrastructure, or events covered by Section 23 (Force Majeure). We do not offer service-level credits at this time; any tier-specific availability commitments will be set out on the pricing page or in your order form.

16. DisputeProof Service Terms

DisputeProof is a tool that helps you organize evidence and draft representment narratives for card-network chargebacks. The following terms apply to your use of DisputeProof in addition to the rest of these Terms.

(a) No outcome guarantees. Dispute decisions are made by issuing banks and card networks based on their own rules and review processes. We do not control those processes and cannot guarantee any particular outcome, win rate, or recovery amount. Case-study figures published on our marketing site reflect historical performance under specific conditions and are not a prediction of results in your account.

(b) Not legal advice. DisputeProof generates draft documents using software and large-language-model assistance. The platform is not a law firm, and our team are not attorneys representing you. Nothing produced by the platform constitutes legal advice. Engage a licensed attorney for any matter requiring legal counsel, including pre-arbitration, arbitration, or litigation strategy.

(c) Your responsibility for evidence. You are solely responsible for: the truthfulness and accuracy of the evidence you upload; verifying that your engagement with the cardholder occurred as represented; confirming that documents submitted are unaltered; and complying with applicable laws regarding the use, retention, and disclosure of cardholder information. You represent that all evidence you submit through DisputeProof is genuine and that you have the legal right to use it for dispute defense.

(d) Cardholder data. Do not upload primary account numbers (PANs), CVVs, magnetic-stripe data, or any other prohibited cardholder data through DisputeProof. The Services are not designed to receive raw cardholder data and doing so may violate PCI-DSS and your gateway agreement.

(e) AI-generated content. DisputeProof outputs are produced or assisted by large language models. Outputs may contain inaccuracies, including incorrect citations, miscategorized reason codes, or summaries that diverge from the underlying evidence. You are responsible for reviewing and approving every draft before submission to a bank or card network.

(f) No representation of you. FinMI does not act as your agent in dealings with card networks, issuing banks, or acquirers. Your existing relationships with those parties are unchanged, and you remain the merchant of record on all underlying transactions.

You agree to indemnify FinMI under Section 21 (Indemnification) for any claim arising from: the accuracy of evidence you submit; decisions made by issuers or networks on your disputes; or any reliance you place on DisputeProof outputs without independent review.

17. Electronic Communications and Consent to Contact

You consent to receive Communications relating to your use of the Services electronically, including by email, in-app message, or, where you have opted in, SMS or push notification. When you provide contact information, you grant us permission to contact you at those addresses or numbers about your accounts and our products and services. You may withdraw consent for non-essential communications by following unsubscribe instructions in the message; some operational and security communications cannot be opted out of while you maintain an active account. You have the right to receive a free paper copy of any Communication by contacting us.

18. Third-Party Services

The Services connect to third-party services that you choose to authorize, including your gateway (NMI), CRMs, accounting tools, analytics providers, and the like. We are not responsible for the availability, accuracy, content, policies, or practices of those services. Your use of any third-party service is governed by that provider's own agreement and privacy policy. Links from the Services to third-party sites do not constitute an endorsement.

19. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected. We are not responsible for the acts or omissions of third-party providers (including your gateway, card networks, and acquirers). Additional disclaimers are set out in our Disclaimer.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, A PARTY'S INDEMNIFICATION OBLIGATIONS, AND BREACHES OF CONFIDENTIALITY UNDER SECTION 11, EACH PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The foregoing limitations apply even if a remedy fails of its essential purpose.

21. Indemnification

You agree to defend, indemnify, and hold harmless uPayments LLC and its affiliates, officers, managers, directors, employees, contractors, and subcontractors from and against any and all claims, demands, causes of action, judgments, regulatory-agency costs, court costs, and reasonable attorneys' fees arising out of or related to: (a) your use of the Services; (b) your violation of these Terms or any incorporated policy; (c) any misrepresentation by you in connection with the Services; (d) your violation of any law or third-party right; (e) any dispute between you and an end customer, employee, partner, or other third party in connection with your business; or (f) any matter covered by Section 16 (DisputeProof Service Terms). We will give you prompt notice of any covered claim and reasonable cooperation in the defense.

22. Termination

You may cancel your subscription at any time from the dashboard or by emailing info@finmi.iowith the subject line "Cancel Subscription." Cancellation takes effect at the end of the then-current paid period. On termination, your right to use the Services ends; we will make a reasonable effort to provide an export of your data for 30 days.

Termination for material breach.Either party may terminate these Terms for the other party's material breach by giving written notice describing the breach and providing at least 30 days from receipt of notice to cure. If the breach is not cured within that period, the non-breaching party may terminate. Notice and cure are not required for: (a) misappropriation of intellectual property or Confidential Information; (b) violations of the Acceptable Use Policy that create immediate harm to the Services or other users; or (c) non-payment that remains uncured 30 days after the original due date. We may also suspend or terminate the Services where required by law or to protect the integrity of the Services or other customers; we will give you the earliest reasonable notice we can in those situations.

Before initiating a chargeback with your card issuer for any FinMI charge, please contact info@finmi.io so we can resolve the concern directly. Filing a payment dispute without prior contact may result in account suspension. Product-specific subscription terms are set out in our Refund Policy.

Survival.Sections 6 (fees), 8 (customer data), 11 (confidentiality), 12 (intellectual property), 16 (DisputeProof), 19–21 (disclaimers / liability / indemnification), 26 (governing law), and 29 (general) survive termination.

23. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, labor disputes, internet/telecommunications outages, or failures of upstream providers (including the gateway, card networks, or hosting infrastructure).

24. Compliance Representations

You represent and warrant that your business operations comply with all applicable laws, including those relating to anti-money laundering (AML), know-your-customer (KYC) requirements, the Bank Secrecy Act, the USA PATRIOT Act, and consumer-protection laws applicable to your industry. You will cooperate with reasonable due-diligence requests from us, your gateway, or your acquirer that arise from those obligations, including requests to verify identity, business ownership, source of funds, or the lawfulness of an underlying transaction.

25. Export Control and Sanctions

You represent and warrant that: (a) you and any beneficial owner of your business are not located in, ordinarily resident in, or organized under the laws of a country or territory subject to comprehensive U.S. trade sanctions; (b) neither you nor any such beneficial owner is identified on the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list or any other restricted-party list maintained by the U.S. government or another applicable jurisdiction; and (c) you will not use the Services in violation of any export-control or sanctions laws. Breach of this section is a material breach not subject to the cure period in Section 22.

26. Governing Law and Disputes

These Terms are governed by the laws of the State of New Mexico, without regard to conflict-of-laws principles. The parties agree that any dispute will be brought exclusively in the state or federal courts located in Bernalillo County, New Mexico, and waive any objection to that venue. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably waives any right to a jury trial. Each party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

27. Notices and Assignment

We may give notices to you by email to the address on file or by posting in the dashboard. You must give legal notices to us by email to legal@finmi.io with a copy by mail to:

uPayments LLC
Attention: Legal
1209 Mountain Road Pl NE, Ste R
Albuquerque, NM 87110
United States

You may not assign these Terms without our prior written consent; we may assign in connection with a merger, acquisition, or sale of substantially all assets.

28. General

These Terms (together with the policies they incorporate) are the entire agreement between you and uPayments LLC regarding the Services and supersede any prior or contemporaneous agreements on the same subject. If any provision is held unenforceable, the rest remains in effect. Failure to enforce a right is not a waiver.

Updates to these Terms. We may update these Terms. For material changes— including changes to fees, dispute-resolution provisions, limitation of liability, or scope of license granted to you — we will provide at least 30 days' advance notice by email to the address on file and by posting in the dashboard. The notice will state when the change takes effect. If you object to a material change, you may terminate your subscription by emailing legal@finmi.io before the change takes effect; we will refund any unused portion of fees you prepaid for the period after the effective date. For non-material changes (clarifications, typographical fixes, internal contact updates) we may make the change immediately and post the updated Terms. Continued use after the effective date constitutes acceptance.

29. Copyright Complaints

If you believe in good faith that any material on the Services infringes your copyright, please send a notice meeting the requirements of the Digital Millennium Copyright Act (DMCA) to legal@finmi.io with the subject "DMCA Notice," or by mail to our Designated Agent:

uPayments LLC, Attention: DMCA Agent
1209 Mountain Road Pl NE, Ste R
Albuquerque, NM 87110
United States

30. Contact

For questions about these Terms, contact us at: legal@finmi.io.

uPayments LLC
Attention: Legal
1209 Mountain Road Pl NE, Ste R
Albuquerque, NM 87110
United States