Terms of Service

You accept these terms by requesting access to ResidualsOS, creating an account, or using the service. If you do so on behalf of a company or other organization, you represent that you have authority to bind it, and “you” means that organization. If you do not agree, do not use the service. A signed agreement between us that conflicts with these terms controls over them.

ResidualsOS is software for merchant-services ISOs: it imports processor residual statements, reconciles them, calculates partner commissions under the terms you configure, produces statements and payout records, and keeps a CRM of merchants, partners, tickets and email around that work.

We are not a payment processor, a bank, a money transmitter or a payroll service; no funds move through ResidualsOS. We do not give tax, legal or accounting advice. Every figure the service produces depends on the files you upload and the rules you set, and you are responsible for reviewing calculations before you rely on them or pay anyone from them.

Give us accurate information and keep it current. Keep your password confidential; enroll in two-factor authentication where the service requires it (workspace owners and anyone recording a payment) and wherever we recommend it. You are responsible for everything done under your organization’s accounts, including by staff and partners you invite, and for removing people when they leave. Tell us promptly at security@residualsos.com if you suspect unauthorized access.

You own the data you load into your workspace and everything the service derives from it. You grant us only the license we need to host, process, back up, display and transmit that data to operate and support the service for you, and to comply with law. We handle it as described in the Privacy Policy and the Data Processing Addendum, which is part of these terms, and process it only on your instructions.

You represent that you have the right to load your partners’ and merchants’ information into the service, that you have given any notice and obtained any consent the law requires for that, and that we may email your partners and contacts on your behalf when you or your users direct us to. You are responsible for the lawfulness and accuracy of what you upload and for backups of any source files you want to keep independently.

You will not, and will not let anyone else:

• load data you have no right to hold, or use the service for anything unlawful, deceptive or harmful;
• send unsolicited or unlawful email through it, or ignore a recipient’s request to stop;
• probe, scan or test the security of the service other than under our disclosure policy, or interfere with its operation or other customers’ use of it;
• reverse engineer, copy or resell the service, scrape it, or access it by automated means other than the features we provide;
• exceed the rate limits and size caps the service enforces, or work around them.

We may suspend an account that puts the service or other customers at risk, and will tell you when we do.

New workspaces are approved by us before they are provisioned. Every workspace begins with a 14-day free trial, counted from approval. After the trial, plans (Starter, Growth, Scale) are priced by the number of active merchant IDs in your book, at the prices published on residualsos.com when you subscribe. We invoice monthly; invoices are due on receipt unless they say otherwise. Fees exclude taxes, which you pay where they apply. If an invoice stays unpaid after we notify you, we may suspend the workspace until it is paid; your data is not deleted by a suspension. We may change prices with at least 30 days’ notice, taking effect at your next billing period.

These terms apply for as long as you use the service. You may stop at any time by deleting your workspace from Settings, which erases your data immediately and permanently as the Privacy Policy describes. We may end the agreement with at least 30days’ written notice, during which you can export your data, or immediately if you materially breach these terms or fail to pay after notice. When the agreement ends we delete your workspace’s data as the Privacy Policy describes and keep only what it says we keep. Section 6 (for amounts owed), sections 9 through 11, and sections 13 and 14 survive termination.

We publish the service’s current state and incident history at /status, and we notify workspace owners of incidents that affect them. We use commercially reasonable efforts to keep the service available and to answer support requests at support@residualsos.com promptly, but we do not promise an uptime level or response time unless a written agreement between us says so. The service will change over time; we will not materially reduce its core functionality during a paid term without notice.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ITS CALCULATIONS WILL BE CORRECT FOR YOUR PURPOSES.

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, HOWEVER CAUSED. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to your payment obligations, to either party’s breach of the other’s confidentiality, or to liability that cannot be limited by law.

You will defend and indemnify us against third-party claims, and the resulting damages and reasonable costs, arising from the data you load into the service, from emails sent at your direction, or from your use of the service in breach of these terms or the law. We will notify you promptly of any such claim and cooperate at your expense.

We may update these terms. Each version carries a number and an effective date at the top of this page. When we publish a material change we email workspace owners; for a change that reduces your rights, the effective date is at least 30 days after we publish it. Continuing to use the service after the effective date accepts the new terms. If you do not agree, delete your workspace before that date.

These terms are governed by the laws of the State of [set in src/shared/legal.ts], without regard to its conflict of law rules. Each party consents to the exclusive jurisdiction of the state and federal courts located there for any dispute that is not resolved informally first. Before filing, the party raising a dispute will give the other written notice and 30 days to resolve it.

These terms, the Privacy Policy, the Data Processing Addendum and any signed agreement between us are the entire agreement about the service and replace prior discussions. You may not assign them without our written consent; we may assign them to a successor to our business. If a court finds a provision unenforceable, the rest stands. A waiver must be in writing. Notices to you go to the workspace owners’ email addresses; notices to us go to support@residualsos.com. Neither party is liable for delay caused by events beyond its reasonable control.

ResidualsOS — support@residualsos.com for the service, privacy@residualsos.com for privacy, security@residualsos.com for security.