Terms of Service

Effective Date: October 4, 2026
Last Updated: October 4, 2026

These Terms of Service (these “Terms”) constitute a binding agreement between you and Ryo LLC, a Delaware limited liability company (“Ryo,” “we,” “us,” or “our”), and govern your access to and use of Ryo’s websites, hosted applications, application programming interfaces, developer tools, public payment pages, payment-routing functionality, webhook services, integrations, documentation, and related products and services that reference these Terms (collectively, the “Services”).

If you access or use the Services on behalf of a company, partnership, sole proprietorship, organization, or other legal entity, references to “you” and “your” mean that entity, and you represent and warrant that you have authority to bind it to these Terms.

Certain Services may be subject to additional written terms, an order form, or service-specific terms agreed between you and Ryo (collectively, “Additional Terms”). If Additional Terms conflict with these Terms, the Additional Terms control with respect to the subject matter of that conflict.

1. Acceptance of These Terms

You accept these Terms when you create or administer a Ryo account or workspace, click or otherwise indicate acceptance of these Terms, create or use Ryo developer credentials, connect a third-party service to Ryo, enable payment functionality, access the Services through an API credential issued for your business, or otherwise use the Services after being presented with these Terms.

A person making a payment through a Ryo public checkout (“Payer”) accepts those provisions of these Terms applicable to Payers by submitting a payment after being presented, at or before submission, with a reasonably conspicuous link to these Terms.

If you do not agree to these Terms, do not use the Services.

2. Eligibility and Authority

2.1 Business accounts

Ryo business accounts and administrative functionality are intended for business use. You may create or administer a business account only if you are at least eighteen years old, have legal capacity to enter into a binding contract, and are authorized to act for the applicable business.

You may not create or use a Ryo business account for personal, family, or household payment processing.

2.2 Payers

A Payer must have legal capacity, or authorization from a person with legal capacity, to make the applicable payment and to use the payment method presented.

2.3 Accuracy of information

You must provide complete, current, and accurate information when the Services require it and must promptly correct information that becomes inaccurate.

Ryo may rely on information you provide when operating the Services. Ryo is not responsible for losses resulting from materially false, incomplete, or outdated information supplied by you.

3. The Services

Ryo provides software infrastructure through which businesses may, among other things:

  1. create and administer a business workspace;
  2. authenticate authorized human administrators;
  3. create, list, and revoke developer credentials;
  4. enable or disable acceptance of agent-initiated payment activity;
  5. submit, retrieve, and monitor payment transactions through Ryo’s APIs;
  6. connect supported third-party payment providers;
  7. receive transaction events through merchant-configured webhooks;
  8. route supported payment instructions to a payment provider;
  9. reconcile transaction status with supported payment providers;
  10. view payment-provider and transaction activity made available through the Services; and
  11. make a public checkout available when the applicable payment route is eligible and enabled.

The availability of a feature does not mean that the feature is available in every jurisdiction, for every business, for every payment method, or through every payment provider.

Ryo may impose technical limits, transaction limits, rate limits, security controls, eligibility requirements, or other restrictions reasonably necessary to operate or protect the Services or comply with law, payment-provider requirements, or network rules.

4. Business Workspaces and Administrative Access

A Ryo workspace represents a business using the Services.

You are responsible for all actions taken by persons whom you authorize to administer your workspace. You must promptly revoke access when a person is no longer authorized to act for your business.

Ryo may use an external identity provider or identity protocol to authenticate administrators. Authentication by an identity provider does not itself establish that a person has authority to act for a business. Workspace authorization is determined separately by Ryo’s membership and access controls.

You are responsible for maintaining the security of devices, email accounts, identity-provider accounts, and other systems used to access your workspace.

5. Developer Credentials

Ryo may permit a business to create API keys or other developer credentials (“Developer Credentials”) for programmatic access to the Services.

Developer Credentials are confidential authentication credentials. You must:

  1. use reasonable measures to protect them against unauthorized access;
  2. not publish them or embed them in publicly accessible client-side code;
  3. provide them only to systems and persons authorized to act for your business;
  4. promptly revoke a credential that is compromised or no longer required; and
  5. comply with Ryo’s then-current API documentation and security requirements.

Except to the extent caused by Ryo’s breach of these Terms or applicable law, you are responsible for requests authenticated using your valid Developer Credentials until the applicable credential is revoked.

You must not submit raw payment-card numbers, card verification codes, PINs, passwords, or comparable payment authentication data through Ryo APIs or fields that are not expressly designated for that information. Where the Services require a payment-method reference, you must provide only a token or other reference created by the applicable payment provider through a supported method.

6. Automated Agents

The Services are designed in part to support transactions initiated, transmitted, or completed using automated software agents (“Agents”).

6.1 Business authorization

When a business enables agent payments, it authorizes Ryo to admit otherwise valid payment activity through the agent-payment functionality made available for that business until the business disables that functionality or the functionality otherwise becomes unavailable.

Disabling new agent payments does not cancel, reverse, or alter a transaction that was previously admitted or submitted for processing.

6.2 Responsibility for Agents

If you configure, authorize, operate, deploy, or provide credentials or payment authority to an Agent, you are responsible for determining the scope of that Agent’s authority and for the instructions that the Agent submits within that authority.

To the extent permitted by applicable law, an instruction or other electronic action submitted by an Agent will be treated as the instruction or action of the person or entity to whom that action is legally attributable.

Ryo does not independently determine the legal authority of an Agent merely because an Agent can access a public checkout, possesses a credential, submits technically valid data, or is identified as acting for a particular person.

6.3 No guarantee of autonomous completion

Payment networks and payment providers may require authentication, verification, approval, or other human action. Ryo does not warrant that an Agent will be able to complete every transaction without human involvement.

7. Payment Providers

The Services may interoperate with third-party payment processors, payment facilitators, acquiring institutions, card networks, wallets, or other payment services (each, a “Payment Provider”).

A Payment Provider is an independent third party. Your use of its services is governed by your separate agreement with that Payment Provider and by applicable network rules, policies, and laws.

Unless Additional Terms expressly state otherwise, Ryo is a software and orchestration provider and is not a bank, deposit-taking institution, card network, card issuer, acquiring bank, money transmitter, or payment facilitator.

7.1 Authorization to interact with a Payment Provider

When you connect a Payment Provider account to Ryo, you authorize Ryo to access and use that account, its API credentials, and information made available through the applicable integration solely as reasonably necessary to provide the enabled Services.

Depending on the integration, that authorization may include authority to:

  1. obtain and refresh delegated access credentials;
  2. read merchant or business profile information;
  3. read available payment locations;
  4. submit payment requests;
  5. read payment status;
  6. receive and verify payment-provider webhooks;
  7. reconcile Ryo transaction records with provider records; and
  8. disconnect or revoke Ryo’s integration when you request disconnection or when required for security, compliance, or provider-policy reasons.

Ryo will request only the permissions that Ryo determines are reasonably necessary for the applicable integration.

7.2 Square

If you connect a Square seller account, your use of Square remains governed by your agreements with Square, including Square’s applicable general, payment, and seller terms.

For Square-routed transactions, Square, not Ryo, provides the underlying payment processing service and controls authorization, processing, settlement, reserves, chargebacks, and other processor functions according to your agreement with Square.

Where supported, Ryo submits payment requests to the Square account and business location you authorize. Funds processed by Square are settled in accordance with your Square agreement.

You authorize Ryo to act through the Square APIs on your behalf within the permissions you grant to the Ryo application.

Ryo is not Square, does not act as Square’s representative, and cannot modify or waive Square’s terms, payment-network rules, risk decisions, reserves, holds, disputes, or account restrictions.

7.3 Other payment-provider routes

Ryo may support additional Payment Providers.

Ryo will not offer a production payment route for third-party merchant sales that causes a merchant’s sales proceeds to settle to an account owned by Ryo unless Additional Terms expressly identify Ryo’s role, the applicable settlement arrangement, fees, reserves, refunds, disputes, chargebacks, and any other legally required terms for that arrangement.

A development, test, internal, or legacy provider route does not create an obligation for Ryo to receive, hold, transfer, or settle merchant funds.

7.4 Provider decisions

A Payment Provider may decline, delay, cancel, reverse, hold, investigate, or otherwise restrict a transaction or account. Ryo is not responsible for a Payment Provider’s decision except to the extent applicable law expressly provides otherwise.

8. Transactions and Payment Status

A payment instruction submitted through Ryo does not guarantee that a payment has been authorized, completed, settled, or become irreversible.

Ryo may maintain its own transaction and payment-attempt records and may reconcile those records against information received from a Payment Provider.

A transaction may temporarily have an indeterminate, pending, processing, or otherwise unresolved status when Ryo cannot safely determine whether a payment-provider operation took effect. Ryo may delay a final status while it obtains additional information from the Payment Provider.

You must not initiate a second payment solely because a request timed out, a response was interrupted, or the transaction temporarily has an unresolved status. You must use the applicable idempotency and transaction-status mechanisms described in Ryo’s documentation.

Where Ryo’s records conflict with final authoritative payment-provider records regarding whether a provider processed a payment, the provider record will control the underlying provider payment, subject to correction of manifest errors.

9. Public Checkout

A business that satisfies Ryo’s eligibility conditions may make a Ryo-hosted public payment page (“Public Checkout”) available to Payers.

A Public Checkout is a payment interface. Unless Ryo expressly states otherwise, it is not a marketplace, product catalog, order-management service, invoicing service, escrow service, or representation by Ryo concerning the goods or services for which payment is made.

9.1 Relationship between Payer and business

The business identified on the Public Checkout is the seller or service provider in the underlying commercial transaction. Ryo is not a party to the agreement between the business and the Payer for the business’s goods or services.

The business, and not Ryo, is responsible for:

  1. describing the goods or services being purchased;
  2. establishing the amount due;
  3. disclosing prices and any mandatory charges;
  4. disclosing delivery, cancellation, return, and refund terms;
  5. fulfilling the transaction;
  6. providing legally required receipts, invoices, notices, and disclosures;
  7. handling customer service;
  8. determining and collecting applicable taxes; and
  9. complying with consumer-protection and other laws applicable to the underlying transaction.

9.2 Payer authorization

By submitting a payment, the Payer represents and warrants that:

  1. the amount submitted is intended to be paid to the identified business;
  2. the Payer is authorized to use the payment method presented;
  3. the transaction is not fraudulent or unlawful; and
  4. if an Agent submits or assists with the payment, the Agent is acting within authority legally granted by the person to whom its action is attributable.

9.3 Card entry

Where Public Checkout uses payment fields or software supplied by a Payment Provider, payment credentials are collected and tokenized through the Payment Provider’s supported technology. Ryo does not require a Payer to provide raw card credentials directly to Ryo.

9.4 Checkout availability

A Public Checkout may become unavailable, including because the business disables agent payments, disconnects its Payment Provider, loses an eligible payment-provider location, becomes ineligible, or Ryo suspends the checkout for legal, security, operational, fraud, or compliance reasons.

Closing a Public Checkout does not by itself determine the status of a payment already submitted.

10. Merchant Responsibilities

A business using Ryo to accept payments is solely responsible for its business, goods, services, advertising, sales practices, customer relationships, and compliance obligations.

You represent and warrant that:

  1. your business and use of the Services comply with applicable law;
  2. you have all licenses, registrations, approvals, and permissions required to conduct your business;
  3. information you present to customers is truthful and not misleading;
  4. each payment request corresponds to a bona fide transaction or other lawful payment you are entitled to receive;
  5. you will not knowingly submit or facilitate unauthorized transactions;
  6. you will comply with applicable Payment Provider terms and payment-network rules;
  7. you will provide customers with any return, refund, cancellation, or other policies required by law or a Payment Provider before the transaction is completed;
  8. you will provide required receipts and transaction records;
  9. you will not represent that Ryo or a Payment Provider endorses your goods or services; and
  10. you will not use Ryo to evade restrictions imposed by a Payment Provider.

Ryo does not determine whether your goods, services, business model, or particular transaction complies with law or Payment Provider rules merely because the Services permit a transaction to be submitted.

11. Refunds, Reversals, and Disputes

Unless Ryo expressly provides a refund function for a particular Payment Provider, refunds must be initiated through the applicable Payment Provider using the tools made available by that provider.

You remain responsible for refunds, reversals, disputes, chargebacks, fines, assessments, penalties, and related amounts for your transactions to the extent provided by your agreement with the applicable Payment Provider or applicable law.

Ryo does not adjudicate cardholder disputes and does not control card-network or Payment Provider chargeback decisions.

A transaction displayed by Ryo as completed may later be reversed, disputed, refunded, or charged back through the applicable Payment Provider.

12. Fees

Ryo fees, if any, will be disclosed in the applicable order form, pricing page, product interface, or Additional Terms before they become payable.

Payment Provider fees are separate from Ryo fees unless expressly stated otherwise.

You authorize Ryo to charge amounts that you have expressly agreed to pay using the billing method designated for Ryo fees. Ryo will not deduct fees from merchant payment proceeds unless the applicable payment architecture and Additional Terms expressly permit that arrangement.

Except where required by law or expressly stated otherwise, fees paid to Ryo are non-refundable.

13. Taxes

Ryo fees do not include taxes unless expressly stated otherwise.

You are responsible for taxes, duties, levies, assessments, and governmental charges applicable to your use of the Services or your underlying transactions, other than taxes imposed on Ryo’s net income.

Ryo does not provide legal, tax, accounting, or regulatory advice and does not determine the tax treatment of a transaction.

14. Merchant Webhooks

Ryo may permit you to configure an HTTPS endpoint to receive transaction or other event notifications.

Webhook delivery is an asynchronous notification mechanism. Unless Ryo expressly agrees otherwise in writing:

  1. delivery is at least once rather than exactly once;
  2. the same event may be delivered more than once;
  3. delivery may be delayed;
  4. an interrupted or ambiguous delivery may be retried; and
  5. a webhook is not the sole authoritative source of payment-provider status.

You are responsible for authenticating Ryo webhook deliveries using the mechanism described in Ryo’s documentation, protecting webhook secrets, maintaining a secure and available endpoint, and deduplicating deliveries using the event identifier supplied by Ryo.

You must not design financial correctness in a manner that assumes each webhook will be delivered exactly once.

15. APIs and Documentation

Subject to these Terms, Ryo grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access Ryo APIs and documentation solely to use the Services for your authorized business purposes.

You must comply with published API requirements concerning authentication, idempotency, input formats, supported versions, rate limits, and security.

Ryo may add, modify, deprecate, or discontinue API functionality. Where commercially reasonable, Ryo will provide advance notice of a material incompatible change to a generally available API unless a shorter period is reasonably necessary because of law, security, fraud, a Payment Provider change, or circumstances outside Ryo’s control.

You may not circumvent technical limits, authentication controls, or other restrictions applicable to an API.

16. Third-Party Services

The Services may depend on or interoperate with third-party software, identity providers, Payment Providers, communications networks, hosting providers, libraries, or other services (“Third-Party Services”).

Third-Party Services are governed by their respective providers’ terms. Ryo is not responsible for Third-Party Services and does not control their availability, security, policies, or continued compatibility with Ryo.

A third party may modify or discontinue functionality on which a Ryo integration depends. Ryo may modify, suspend, or discontinue the affected integration as a result.

17. Data and Privacy

Ryo’s collection, use, disclosure, and other processing of personal information is described in the Ryo Privacy Notice available at https://ryo.so/legal/privacy.

You represent and warrant that you have provided all notices and obtained all rights, permissions, and consents necessary for Ryo to process information that you submit to the Services or instruct Ryo to obtain from a third party.

If you connect a Payment Provider, information received through that integration remains subject to applicable law and the provider terms governing that information.

Ryo will not use data received from Square through Square developer tools to train or otherwise enhance an artificial-intelligence system except to the extent Square expressly permits such use.

Where applicable law requires a data processing agreement governing Ryo’s processing of personal data on your behalf, the parties may enter into Ryo’s then-current data processing agreement.

18. Security

Ryo will maintain reasonable administrative, technical, and organizational safeguards designed to protect the Services and information within Ryo’s control, taking into account the nature of the Services and the risks presented by the processing involved.

No networked service is completely secure. Ryo does not warrant that unauthorized third parties will never defeat security measures or that the Services will be free of every vulnerability.

You must promptly notify Ryo at security@ryo.so if you become aware of:

  1. unauthorized use of your Ryo account or Developer Credentials;
  2. an unauthorized transaction submitted through credentials under your control;
  3. a compromise of a webhook secret or Payment Provider connection; or
  4. a material security vulnerability affecting the Services.

You may not conduct security testing against production Services without Ryo’s prior written authorization, except through a vulnerability-disclosure program expressly established by Ryo.

19. Acceptable Use

You may not use, or assist another person to use, the Services:

  1. in violation of applicable law, regulation, sanctions, export-control requirements, or Payment Provider rules;
  2. for fraudulent, deceptive, abusive, exploitative, or unauthorized transactions;
  3. for a business, product, service, jurisdiction, or person prohibited by the applicable Payment Provider unless that provider has expressly approved the activity;
  4. to submit payment credentials you are not authorized to use;
  5. to impersonate another person or materially misrepresent your identity, business, authority, or relationship with Ryo or a Payment Provider;
  6. to interfere with, disrupt, overload, probe, or compromise the integrity or security of the Services;
  7. to circumvent a suspension, rate limit, access restriction, security control, or Payment Provider restriction;
  8. to introduce malware or other harmful code;
  9. to access another user’s data or account without authorization;
  10. to reverse engineer or attempt to derive non-public source code from the Services except to the extent a restriction is prohibited by applicable law;
  11. to resell access to the Services except under a written agreement with Ryo permitting such resale; or
  12. in a manner that creates material legal, fraud, security, reputational, or financial risk to Ryo, a Payment Provider, another user, or the public.

Ryo may investigate suspected violations and may cooperate with Payment Providers, financial institutions, card networks, and governmental authorities where legally permitted or required.

20. Intellectual Property

As between you and Ryo, Ryo and its licensors retain all right, title, and interest in and to the Services, including software, APIs, documentation, visual designs, trademarks, logos, and other technology or materials supplied by Ryo, together with all associated intellectual-property rights.

Except for the limited rights expressly granted under these Terms, no license or other right is granted to you by implication, estoppel, or otherwise.

You retain ownership of information, content, trademarks, and materials that you submit to the Services (“Your Content”).

You grant Ryo a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Your Content only as reasonably necessary to provide, secure, support, and improve the Services, comply with law, and enforce these Terms.

You represent and warrant that you possess the rights necessary to grant that license.

21. Feedback

If you voluntarily provide Ryo with suggestions, ideas, comments, or other feedback concerning the Services, you grant Ryo a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback for any lawful purpose without restriction or compensation to you.

This Section does not grant Ryo rights in your confidential business information merely because it is communicated while providing feedback.

22. Service Changes; Beta Features

Ryo may modify the Services from time to time.

Features identified as alpha, beta, preview, experimental, early access, sandbox, test, or similar are provided for evaluation and may be changed or discontinued without notice. You must not use a non-production feature for live financial activity where Ryo’s documentation identifies the feature as unsuitable for production.

Unless Ryo agrees to a service-level commitment in Additional Terms, Ryo does not guarantee a particular level of uptime, response time, transaction volume, or feature availability.

23. Suspension

Ryo may suspend or restrict access to all or part of the Services if Ryo reasonably determines that:

  1. you have materially breached these Terms;
  2. continued access presents a security, fraud, legal, financial, or operational risk;
  3. suspension is required by law or a governmental authority;
  4. a Payment Provider requires or reasonably necessitates the suspension;
  5. your activity threatens the integrity or availability of the Services; or
  6. amounts due to Ryo remain unpaid after applicable notice and cure periods.

Where circumstances reasonably permit, Ryo will give notice of the suspension and an opportunity to cure the underlying issue.

Ryo may suspend immediately where delay could reasonably expose Ryo, a Payment Provider, another user, or another person to fraud, unauthorized transactions, security compromise, legal violation, or material harm.

24. Termination

You may stop using the Services at any time and may request closure of your account using the method Ryo makes available.

Ryo may terminate these Terms or your right to use the Services for material breach, unlawful activity, unacceptable risk, prolonged inactivity, discontinuation of the Services, or as otherwise permitted by applicable law.

Termination does not:

  1. reverse a previously submitted payment;
  2. eliminate responsibility for an existing refund, dispute, chargeback, tax, or other obligation;
  3. require deletion of records Ryo must retain for legal, security, fraud-prevention, dispute, or legitimate business purposes; or
  4. affect provisions that by their nature should survive termination.

Sections concerning accrued payment obligations, intellectual property, disclaimers, limitations of liability, indemnification, disputes, and general contractual provisions survive termination to the extent applicable.

25. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

RYO DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

RYO DOES NOT WARRANT THAT:

  1. THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;
  2. A PAYMENT PROVIDER WILL AUTHORIZE, PROCESS, SETTLE, OR REFRAIN FROM REVERSING A TRANSACTION;
  3. AN AGENT WILL ACT AS EXPECTED OR WITH VALID LEGAL AUTHORITY;
  4. INFORMATION PROVIDED BY A BUSINESS, PAYER, AGENT, OR THIRD PARTY IS ACCURATE;
  5. A PARTICULAR PAYMENT WILL BE COMPLETED WITHOUT HUMAN ACTION; OR
  6. USE OF THE SERVICES WILL SATISFY YOUR PARTICULAR LEGAL OR REGULATORY REQUIREMENTS.

RYO DOES NOT WARRANT OR ENDORSE A BUSINESS’S GOODS OR SERVICES OR A PAYER’S ABILITY OR INTENTION TO PAY.

Nothing in these Terms excludes a warranty or right that applicable law does not permit the parties to exclude.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RYO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RYO WILL NOT BE LIABLE FOR LOSSES ARISING FROM:

  1. THE GOODS OR SERVICES SOLD BY A BUSINESS;
  2. A PAYER’S OR AGENT’S UNAUTHORIZED OR FRAUDULENT ACTIVITY;
  3. A PAYMENT PROVIDER’S AUTHORIZATION, SETTLEMENT, RESERVE, HOLD, SUSPENSION, REFUND, REVERSAL, OR CHARGEBACK DECISION;
  4. AN OUTAGE OR CHANGE TO A THIRD-PARTY SERVICE;
  5. YOUR FAILURE TO PROTECT CREDENTIALS OR WEBHOOK SECRETS; OR
  6. YOUR FAILURE TO USE IDEMPOTENCY, RECONCILIATION, OR OTHER SAFETY MECHANISMS DOCUMENTED BY RYO.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RYO’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (I) FIVE HUNDRED U.S. DOLLARS (US$500) OR (II) THE AMOUNT OF FEES YOU PAID TO RYO FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The exclusions and limitations in this Section apply only to the extent permitted by applicable law. They do not limit liability that cannot lawfully be limited or excluded.

27. Indemnification by Business Users

If you use the Services for or on behalf of a business, you will defend, indemnify, and hold harmless Ryo and its affiliates, officers, directors, employees, contractors, and agents from and against third-party claims, actions, proceedings, damages, losses, liabilities, judgments, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

  1. your goods or services;
  2. your relationship or dispute with a customer or Payer;
  3. your breach of these Terms;
  4. your violation of applicable law, Payment Provider terms, or payment-network rules;
  5. Your Content;
  6. taxes for which you are responsible;
  7. a transaction submitted through your Developer Credentials or systems, except to the extent resulting from Ryo’s breach of these Terms;
  8. your configuration, authorization, or operation of an Agent; or
  9. your fraud, negligence, or willful misconduct.

Ryo will provide reasonable notice of a covered claim and reasonable cooperation, at your expense. You may not settle a claim in a manner that admits fault by Ryo, imposes an obligation on Ryo, or restricts Ryo’s operations without Ryo’s prior written consent.

This Section does not impose an indemnification obligation on an individual Payer merely because that person used Public Checkout.

28. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

For disputes between Ryo and a business user arising out of or relating to these Terms or the Services, the state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts.

For an individual Payer, this Section applies only to the extent permitted by applicable law and does not waive any mandatory consumer protection or venue right that cannot lawfully be waived.

Before filing a formal claim, each party will make a reasonable good-faith effort to resolve the dispute by providing written notice describing the dispute and requested relief to the other party. Notices to Ryo must be sent to legal@ryo.so.

Nothing in this Section prevents either party from seeking temporary or preliminary injunctive relief when reasonably necessary to prevent imminent misuse of intellectual property, unauthorized access, fraud, or security harm.

29. Electronic Communications

You agree that Ryo may provide agreements, notices, disclosures, transaction information, and other communications electronically, including through the Services or by email to an address associated with your account.

Where applicable law requires a separate form of consent before a legally required disclosure may be provided electronically, Ryo will obtain that consent separately.

You are responsible for maintaining a current email address and other contact information for your business account.

Electronic records and signatures may be used in connection with the Services to the extent permitted by applicable law.

30. Changes to These Terms

Ryo may amend these Terms from time to time.

For a material change applicable to an existing business user, Ryo will provide reasonable advance notice through the Services, by email, or by another reasonable method, except where an earlier effective date is reasonably necessary to comply with law, respond to a security or fraud risk, or accommodate a mandatory Payment Provider requirement.

The updated Terms will identify their effective date.

For a Payer using Public Checkout, the version presented in connection with the applicable payment governs that use of Public Checkout unless applicable law provides otherwise.

If you continue using the Services after revised Terms become effective, you accept the revised Terms to the extent permitted by law. If you do not agree to a revision, you must stop using the affected Services before the revised Terms become effective.

31. Notices

Ryo may provide operational notices through the Services or using the contact information associated with your account.

Legal notices to Ryo must be sent to:

Ryo LLC
Attn: Legal
legal@ryo.so

A legal notice to a business user may be sent to the email address associated with an administrator of the applicable workspace unless applicable law requires another method.

32. General

32.1 Entire agreement

These Terms, any applicable Additional Terms, and documents expressly incorporated by reference constitute the entire agreement between you and Ryo concerning their subject matter and supersede prior or contemporaneous agreements concerning that subject matter.

32.2 Order of precedence

If there is a conflict, an executed order form or other Additional Terms control over these Terms with respect to their specific subject matter. These Terms otherwise control over documentation or other descriptive materials.

A Payment Provider’s agreement governs your relationship with that Payment Provider and does not amend these Terms.

32.3 Assignment

You may not assign or transfer these Terms without Ryo’s prior written consent, except as part of a merger, reorganization, or sale of substantially all assets relating to your business, provided the assignee is not a competitor of Ryo and is capable of performing your obligations under these Terms.

Ryo may assign these Terms in connection with a merger, reorganization, financing, sale of assets, change of control, or transfer of the applicable business.

32.4 No partnership or general agency

These Terms do not create a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or general agency relationship between you and Ryo.

The limited technical authority you grant Ryo to interact with a Payment Provider on your behalf does not create a broader agency relationship.

32.5 No third-party beneficiaries

Except as expressly stated in Additional Terms, these Terms do not confer rights on any person other than you and Ryo.

32.6 Force majeure

Neither party is liable for delay or failure to perform a non-payment obligation caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disorder, labor disputes, widespread telecommunications or internet failures, governmental action, failures of utilities or material third-party infrastructure, or similar events.

This Section does not excuse obligations relating to security of credentials or amounts already due.

32.7 Severability

If a provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

32.8 Waiver

A failure or delay in exercising a right under these Terms does not waive that right. A waiver must be in writing and applies only to the circumstance for which it is given.

32.9 Headings

Headings are for convenience only and do not affect interpretation.

32.10 Interpretation

The words “include,” “includes,” and “including” are illustrative and do not limit the words preceding them. References to a person include individuals and legal entities as the context requires.

32.11 Contact

Questions regarding these Terms may be sent to support@ryo.so.