Welcome to Avendo! By applying for an Avendo Account, or by accessing or using any products, services, applications, platform, or features provided by Avendo, LLC (“Avendo,” “we,” “us,” or “our”), you agree to be bound by these Terms and Conditions (the “Agreement”).

This Agreement governs your access to and use of the Avendo platform, including all related tools, APIs, interfaces, and documentation made available through our website (collectively, the “Services”). By applying for, and continuing to use, the Services, you accept and agree to be bound by all of the terms and conditions contained or expressly referenced in these Terms and Conditions, including the Privacy Policy, and, if applicable, the Data Processing Agreement, Merchant Services Agreement, and Fee Disclosures as well as all appendices, schedules, exhibits and attachments. You must read, agree with, and accept these Terms and Conditions when you apply for an account and before you use the Services.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, and the term “you” or “your” will refer to that entity and its authorized users.

You may not access or use the Services if you do not agree to all of the terms of this Agreement. Avendo may update or modify these Terms and Conditions from time to time by posting an updated version on our website. Continued use of the Services following such posting constitutes your acceptance of any modifications.

1. Eligibility and Account Registration

To access or use the Services, you must first register for an Avendo Account and provide all information requested during the onboarding process. By applying for or maintaining an Avendo Account, you represent and warrant the following:

1. The Services are offered solely for lawful commercial purposes and are intended for use by merchants, businesses, and other organizations engaged in legitimate commerce. You may not use the Services as a consumer for personal, family, or household purposes.

2. You are at least eighteen (18) years of age and have the legal capacity to enter into binding commercial contracts. 

3. If you register or use the Services on behalf of a company, partnership, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement.

4. You agree to provide true, accurate, and complete information during registration and to update such information promptly if it changes. Avendo reserves the right to verify your identity, beneficial ownership, and business activities through reasonable means, including third-party databases and Know Your Customer (“KYC”) procedures.

5. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Avendo immediately if you become aware of any unauthorized access, breach, or misuse of your account.

6. Avendo may deny, suspend, or terminate access to the Services if:

1. the information you provide is false, incomplete, or misleading;

2. Avendo reasonably suspects that your use of the Services violates this Agreement, applicable law, or card-network rules;

3. your business engages in or facilitates prohibited or high-risk activities under card-network rules or applicable law; or

4. your continued use of the Services would expose Avendo, its partners, or acquiring banks to undue risk.

5. Avendo receives notice from a processor, acquirer, or vault provider of your noncompliance or excessive chargeback or fraud activity; or

7. You agree to cooperate with Avendo and its partners in connection with any due diligence, audit, or investigation required by law, regulation, or the rules of a payment network or acquiring bank.

2. Use of the Services

1. Avendo provides technology and tools that enable businesses to manage and facilitate their payment-acceptance activities through participating third parties (the “Services”). You may use the Services only for lawful, bona fide commercial transactions for goods or services you provide to your customers. Avendo does not control or guarantee the authorization, processing, funding, or settlement of any payment transaction, and provides no warranty regarding approvals, timing, or outcomes.

2. You are solely responsible for (i) your transactions and customer relationships; (ii) ensuring your use of the Services complies with applicable laws and network rules; and (iii) keeping all information you provide current and accurate. You acknowledge Avendo has no way of knowing whether your customer data or determinations are accurate; you remain responsible for all decisions to proceed with any transaction.

3. The Services depend on third-party infrastructures and providers that Avendo does not control; interruptions or errors may occur and are outside Avendo’s responsibility. Avendo disclaims warranties related to such third-party components.

4. Avendo may modify, suspend, or discontinue any part of the Services (or any feature) at any time. Continued use after notice periods constitutes acceptance of the modified terms, pricing, or functionality. You agree Avendo is not liable for any modification, price change, suspension, or discontinuance of the Services.

5. Avendo may require you to accept additional or updated terms or documentation (including developer/API documentation) before enabling specific capabilities, and may change, deprecate, or remove functionality; you are responsible for monitoring applicable documentation and terms.

6. You agree that Avendo may provide all notices, disclosures, statements, and other communications related to your account or the Services electronically, including by email, through the Avendo platform, or by posting them on our website.

7. You consent to receive such electronic communications, which have the same legal effect as written communications. You are responsible for maintaining accurate contact information and for regularly reviewing your email and the Avendo platform for notices.

8. To the extent expressly authorized by you, Avendo may act as your limited agent solely to execute, submit, or manage documentation to payment processors or acquiring banks for the purpose of enabling your access to the Services.

9. To protect the integrity of the Services, Avendo may implement or request partners to implement reasonable risk controls (including access limits, temporary suspensions, or information requests) where Avendo suspects fraud, misrepresentations, or non-compliance.

10. The Services do not include legal, tax, or accounting advice. You are solely responsible for determining the suitability of the Services for your business and for obtaining professional advice where necessary.

3. Lawful and Compliant Use

1. You agree to use the Services only in compliance with all applicable laws, regulations, and industry standards, including without limitation the Payment Card Industry Data Security Standard (“PCI DSS”), card-network rules (including those of Visa, Mastercard, American Express, and Discover), anti-money laundering laws, counter-terrorism financing regulations, and economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. You are solely responsible for determining how these laws and rules apply to your business and for maintaining your own compliance with them. Avendo may request evidence of your compliance upon reasonable notice.

2. You may not use the Services:

1. to process or facilitate any illegal, deceptive, or fraudulent transaction;

2. to engage in transactions involving products, services, or activities prohibited by card-network rules, acquiring banks, or Avendo’s risk policies;

3. to violate any law or regulation relating to data protection, consumer protection, or financial services;

4. to interfere with or disrupt the integrity or performance of the Services or any third-party systems connected thereto; or

5. to circumvent Avendo’s security or verification processes.

3. If your business stores, transmits, or processes cardholder data, you are responsible for achieving and maintaining PCI DSS compliance at the merchant level applicable to your operations. Avendo may, from time to time, require you to complete and submit a Self-Assessment Questionnaire (“SAQ”) or equivalent documentation to demonstrate ongoing compliance with PCI DSS or related security standards.

4. You must also immediately notify Avendo of any actual or suspected data breach, intrusion, or compromise affecting transactions routed through the Services. Avendo may suspend or restrict your access to the Services if you fail to provide proof of compliance or remediation as requested.

5. You agree to cooperate with any reasonable request for information that Avendo or its partners (including vault providers, processors, or acquiring banks) make to satisfy KYC, anti-money laundering, sanctions-screening, or risk-assessment obligations. Avendo may suspend or limit your access to the Services if you fail to provide requested documentation or if required by its partners or regulators.

6. You authorize Avendo to share relevant information with its acquiring banks, processors, vault providers, and governmental authorities when required by law or necessary to investigate fraud, misuse, or security incidents.

7. Avendo may share confidential information with its affiliates, Payment Processors, vault providers, acquiring banks, auditors, and regulators as reasonably required to operate the Services or comply with law. You are responsible for maintaining the confidentiality of any credentials, reports, or information you receive through the Services.

4. Third-Party Relationships

1. Avendo works with independent third-party service providers, including payment processors, acquiring banks, vault providers, and other integration partners (collectively, “Third-Party Providers”). These Third-Party Providers perform functions such as payment authorization, settlement, tokenization, identity verification, and data storage. You acknowledge that these entities are independent contractors and that Avendo does not control, own, or operate their systems or services.

2. Your use of any Third-Party Provider’s services may be subject to additional terms, policies, or agreements between you and that provider. Avendo is not a party to, and has no responsibility for, those separate agreements. You are solely responsible for reviewing and complying with all such third-party terms and for maintaining any accounts or credentials required by those providers.

3. By using the Services, you authorize Avendo to share limited information—including business identifiers and payment transaction-related data with Third-Party Providers as necessary to facilitate your access to their services and to perform routing and reporting functions to effectuate its Services. Avendo will disclose only the information reasonably required to perform such functions in accordance with its Privacy Policy and Data Processing Agreements.

4. Avendo is not responsible or liable for any acts, omissions, errors, outages, or failures of Third-Party Providers, including any delay, decline, chargeback, loss, or interruption arising from their systems or networks. Avendo makes no warranty or representation regarding the accuracy, reliability, or security of any Third-Party Provider’s systems or outputs.

5. Avendo may add, remove, or replace Third-Party Providers at any time to improve service functionality, address compliance requirements, or mitigate risk. In the event of a material change that affects your access to a specific provider, Avendo will make reasonable efforts to notify you electronically or through the platform.

6. Avendo is not a party to, and assumes no obligations or liabilities under, any agreement between you and a payment processor, acquiring bank, or other Third-Party Provider.

5. Fees and Related Payments

1. You acknowledge that Avendo is compensated by participating payment processors and acquiring institutions in connection with the Services. Avendo does not directly invoice or collect fees from merchants for access to the Services.

2. Any amounts payable to Avendo are derived from the fees charged by payment processors for payment processing or related services. You authorize Avendo and its partner payment processors to arrange for such fees to be remitted to Avendo out of payment processor revenue, residuals, or other financial arrangements between Avendo and the payment processors.

3. The pricing applicable to your transactions, including processing fees, interchange, assessments, and other applicable charges, will be disclosed by the payment processors or acquiring banks during your onboarding and governed by their respective merchant agreement. Avendo does not control or guarantee those pricing terms.

4. Avendo may collect your bank account details for the sole purpose of transmitting that information securely to the applicable payment processors or acquiring banks in connection with your merchant account setup or settlement instructions. Avendo does not debit, credit, or initiate any transfers to or from your account, and does not hold any funds on your behalf. All settlement and funding activities are conducted solely by the Payment Processor or acquiring bank in accordance with your merchant agreement.

5. You have no direct payment obligation to Avendo. All fees or charges associated with your use of payment processing services are payable directly to the Payment Processor under your separate merchant agreement. Such compensation to Avendo is handled between Avendo and the Payment Processor and is reflected in the processor’s fees or settlement deductions. Such fees or deductions may be subject to change in accordance with pricing policies or network adjustments.

6. Avendo does not process or resolve chargebacks, retrieval requests, or transaction disputes. Those matters are administered solely by our payment processors and their acquiring banks in accordance with their terms and card-network rules. Any chargeback fees, losses, or liabilities are your responsibility under your agreement with payment processors.

7. You acknowledge that payment processors and other Third-Party Providers may assess their own fees, charges, or assessments related to your transactions. Avendo does not control or set such fees.

8. Such fees or deductions may be subject to change by the payment processor in accordance with its own pricing policies or network adjustments. Any such changes will be disclosed by the payment processor in accordance with applicable law, card-network rules, or your merchant agreement.

6. Intellectual Property

1. “Avendo,” “Avendo.com,” and all logos, icons, and visual designs related to the Avendo Services are trademarks or registered trademarks of Avendo, LLC or its licensors. You may not copy, imitate, modify, or use them without our prior written consent.

2. All page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Avendo. You may not copy, imitate, modify, or use them without our prior written consent.

3. You may use HTML logos or link graphics provided by us solely for the purpose of directing web traffic to Avendo’s services. You may not alter or display these logos in a way that mischaracterizes Avendo or implies Avendo’s sponsorship, endorsement, or affiliation with any third party.

4. All right, title, and interest in and to the Avendo websites, the Avendo platform, any content or materials thereon, and the technology and analytics related to Avendo’s Services are the exclusive property of Avendo, LLC and its licensors. Avendo retains all rights, title, and interest in any data, insights, analytics, or other information derived or generated from operation of the Services.

5. If you access or use any Avendo software, interface, API, developer toolkit, or other platform component, whether web-based or integrated with a payment processor, vault provider, or e-commerce system, Avendo grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use such software in accordance with these Terms and any documentation provided. 

6. This license applies to the software and all updates, upgrades, new versions, and replacement software. You may not rent, lease, sublicense, or transfer your rights in the software to any third party.

7. You shall not and shall not permit any third party to reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or underlying structure of any software provided by Avendo.

8. We do not claim ownership of your business data, content, or trademarks that you provide to us. However, when you provide content, upload data, or transmit information through Avendo’s services, you grant Avendo and its affiliates a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to host, process, copy, store, transmit, display, and otherwise use such content solely as necessary to:

1. provide and operate the Avendo Services;

2. comply with legal, regulatory, or card-network requirements;

3. detect, prevent, and investigate fraud or misuse; and

4. develop and improve Avendo’s platform;

9. You also represent and warrant that:

1. You own or have all rights necessary to grant the above license;

2. Your content is accurate and lawful to use; and

3. Our use of your content in accordance with these Terms will not infringe or violate any third-party intellectual property, privacy, or publicity rights, or any contractual obligations.

7. Disclaimers

1. Avendo does not control and is not responsible for the performance or availability of any payment processor, acquiring bank, card network, or vault provider. Avendo does not guarantee that any transaction will be approved, authorized, captured, settled, or result in any specific rate, fee, or savings. You acknowledge that interruptions, latency, or outages may occur due to third-party systems or general network conditions.

2. Avendo does not receive, hold, or transmit funds on behalf of any party and is not a money services business as defined under applicable law. 

3. The Avendo Services are offered exclusively to commercial entities and are not intended for consumer use or personal, family, or household purposes.

4. You are solely responsible for maintaining your own regulatory compliance, data-security measures, and risk-management practices for data protection.

5. Avendo does not provide legal, financial, accounting, or tax advice. Any information, analytics, or materials available through the Services are for general informational purposes only. You should obtain independent professional advice before relying on any such information.

8. Limitation of Liability and Indemnification

1. Avendo LLC, its affiliates, officers, directors, employees, contractors, agents, service providers, vault partners, payment processors, and acquiring banks shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages of any kind, including loss of profits, revenue, business opportunity, goodwill, use, or data, arising out of or related to these Terms, the Services, or the inability to use the Services, under any legal theory (contract, tort, strict liability, or otherwise).

2. You acknowledge that Avendo does not control the actions or performance of any card network, vault provider, acquiring bank, or payment processor, and assumes no responsibility or liability for any delay, outage, error, denial, or chargeback arising from those entities or any third-party infrastructure.

3. You shall indemnify, defend, and hold harmless Avendo from and against any and all claims, demands, actions, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: your use or misuse of the Services; any breach of these Terms or of any law, rule, regulation, or card-network requirement by you; your gross negligence, fraud, or willful misconduct; any transaction, chargeback, refund, dispute, or claim between the you and your customers, banks, vault providers, or payment processors; any product, service, advertising, or representation offered by you; or any data breach or security incident originating from your systems or integrations.

4. You acknowledge that accepting and routing electronic payments involves inherent risks, including chargebacks, refunds, network outages, and processor errors. You assumes all such risks, and Avendo bears no responsibility for them except as expressly stated in these Terms.

5. This Section survives termination or expiration of these Terms and continues to apply to any claims or liabilities arising from your use of the Services.

9. Termination and Governing Law

1. Avendo may suspend or terminate your access to the Services for violation of these Terms. Upon termination, your license to use the Services immediately ends.

2. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

3. If you are domiciled in the United States, arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (including, where applicable, the Expedited Procedures). These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the United States.

4. If you are domiciled outside the United States, disputes shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one arbitrator. Arbitration filing, administrative, and arbitrator fees shall be allocated as provided in the applicable AAA or ICC rules. Each party bears its own attorneys’ fees and costs, except where a statute expressly authorizes fee-shifting, in which case the arbitrator may award them consistent with law and Section 14.

10. Miscellaneous

1. The failure of Avendo to exercise or enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver by Avendo must be in writing to be effective.

2. In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

3. You can review the most current version of the Terms and Conditions at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.

4. Avendo shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disturbances, labor disputes, cyberattacks, power or network outages, or governmental actions.

5. You may not assign or transfer any rights or obligations under these Terms without Avendo’s prior written consent. Avendo may assign or transfer these Terms, or any rights or obligations under them, without restriction.