Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, software, services, and related offerings (collectively, the "Services") provided by PayBreach LLC ("PayBreach," "we," "us," or "our"). By accessing or using the Services, signing an order form, or clicking "I agree," you ("Client" or "you") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

These Terms incorporate by reference the PayBreach Authorization Agreement that you sign as part of onboarding. In the event of any conflict between these Terms and a signed Authorization Agreement, the Authorization Agreement controls with respect to its subject matter.

1. Eligibility and Account Registration

1.1 The Services are intended solely for use by businesses and their authorized personnel. You must be at least 18 years old and authorized to act on behalf of the business you represent.

1.2 You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

1.3 You must promptly notify PayBreach at info@paybreach.com of any unauthorized use of your account or any other breach of security.

2. Description of Services

2.1 PayBreach provides accounts payable penetration testing Services designed to evaluate a Client's ability to detect and stop fraudulent or unauthorized vendor invoices. The Services may include, without limitation: scheduled simulated invoice campaigns, vendor cover-story websites, online payment landing pages, reporting dashboards, public verification tools, and supporting documentation.

2.2 PayBreach reserves the right to modify, suspend, or discontinue any portion of the Services at any time, with reasonable notice for material changes that adversely affect paid Clients.

2.3 The Services do not constitute legal, accounting, audit, or insurance advice. You are solely responsible for evaluating whether the Services are appropriate for your organization and for any operational decisions you make based on test results.

3. Authorization and Scope of Testing

3.1 Penetration testing is performed only after you execute the PayBreach Authorization Agreement, which defines the authorized targets, methods, jurisdiction (San Diego County, California), and limitations of testing.

3.2 You represent and warrant that you have the legal authority to authorize testing against the systems, personnel, and accounts payable processes identified in the Authorization Agreement, and that no third-party consents required for testing have been omitted.

3.3 PayBreach will not knowingly conduct testing outside the scope of the Authorization Agreement. You agree not to request, and not to construe these Terms as authorizing, any testing that would violate applicable law.

4. Subscriptions, Fees, and Payment

4.1 Plans. PayBreach offers Services on a subscription basis with monthly, quarterly, or annual billing terms as specified in your order or pricing page at the time of purchase.

4.2 Auto-Renewal. Unless cancelled in accordance with Section 14.3, subscriptions automatically renew at the end of each billing period at the then-current rates.

4.3 Payment. Fees are due in advance and are non-refundable except as expressly stated in Section 4.5 or as required by applicable law. You authorize PayBreach (and its payment processors) to charge your designated payment method for all fees and applicable taxes.

4.4 Taxes. Fees are exclusive of sales, use, VAT, GST, and similar taxes, which are your responsibility unless PayBreach is legally required to collect them.

4.5 Refunds. Except where required by law, fees are non-refundable. PayBreach may, in its sole discretion, prorate or refund fees in cases of extended Service unavailability caused by PayBreach.

4.6 Late Payment. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and PayBreach may suspend Services for non-payment after reasonable notice.

5. Acceptable Use

5.1 You agree not to:

• (a) use the Services to test, target, or attempt to access any system, person, or organization that you are not authorized to test under the Authorization Agreement;
• (b) reverse engineer, decompile, or attempt to derive source code of the Services, except to the extent permitted by law;
• (c) resell, sublicense, or provide the Services to any third party without our prior written consent;
• (d) use the Services to send unsolicited commercial communications, transmit malware, or interfere with the integrity of any system;
• (e) use the Services in violation of any applicable law, including export control, anti-fraud, anti-spam, and privacy laws; or
• (f) use the Services to conduct any activity that could reasonably be characterized as actual (rather than simulated) fraud, theft, or unauthorized access.

5.2 PayBreach may suspend or terminate access for violations of this Section 5, with or without notice depending on severity.

6. Test Results

6.1 PayBreach will provide test results, dashboards, and documentation reflecting the outcome of each authorized test session.

6.2 Test results are intended for the internal use of the Client and its authorized advisors (e.g., auditors, insurers, legal counsel) and may be shared with such advisors as needed.

6.3 Test results reflect the state of your accounts payable controls only as observed during the specific test session and do not guarantee detection or prevention of any future fraud.

7. Intellectual Property

7.1 PayBreach IP. PayBreach and its licensors own all right, title, and interest in and to the Services, including the software, websites, dashboards, templates, documentation, branding, and any improvements to the foregoing. Subject to your compliance with these Terms, PayBreach grants you a limited, non-exclusive, non-transferable, revocable license during your subscription term to access and use the Services for your internal business purposes.

7.2 Client Data. As between the parties, you retain ownership of data you provide to PayBreach ("Client Data"). You grant PayBreach a worldwide, royalty-free license to use, host, process, and display Client Data solely to provide and improve the Services and as otherwise permitted by these Terms and the Authorization Agreement.

7.3 Aggregated Data. PayBreach may create aggregated, de-identified data derived from Client Data and the Services. PayBreach owns such aggregated data and may use it for any lawful purpose, including benchmarking and product improvement, provided it does not identify you or your personnel.

7.4 Feedback. If you provide feedback or suggestions, you grant PayBreach a perpetual, irrevocable, royalty-free license to use that feedback without restriction.

8. Confidentiality

8.1 Each party (the "Receiving Party") may receive confidential information of the other party (the "Disclosing Party"), including business, technical, and security information that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information").

8.2 The Receiving Party will (a) use Confidential Information solely to perform under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) limit access to personnel and advisors with a need to know who are bound by confidentiality obligations.

8.3 Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was rightfully known prior to disclosure, is independently developed, or is rightfully obtained from a third party without restriction.

8.4 The Receiving Party may disclose Confidential Information if required by law, provided it gives prompt notice (where legally permitted) so the Disclosing Party may seek a protective order.

9. Privacy

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and disclose information. By using the Services, you acknowledge that you have reviewed the Privacy Policy.

10. Third-Party Services

The Services may integrate with or link to third-party services (e.g., payment processors, email providers, analytics, cloud infrastructure). PayBreach is not responsible for third-party services, and your use of them is subject to their own terms and privacy policies.

11. Disclaimers

11.1 THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYBREACH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11.2 PAYBREACH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT TEST RESULTS WILL BE PREDICTIVE OF FUTURE FRAUD ATTEMPTS.

11.3 NOTHING IN THESE TERMS LIMITS WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO PAYBREACH FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 THE LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO (a) YOUR PAYMENT OBLIGATIONS, (b) A PARTY'S INDEMNIFICATION OBLIGATIONS, (c) BREACH OF SECTION 5 (ACCEPTABLE USE), (d) BREACH OF SECTION 8 (CONFIDENTIALITY), OR (e) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. Indemnification

13.1 You will defend, indemnify, and hold harmless PayBreach and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms or the Authorization Agreement; (b) your violation of applicable law; (c) Client Data; or (d) your use of the Services outside of authorized scope.

13.2 PayBreach will defend you against third-party claims alleging that the Services, when used as authorized, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts payable in settlement, subject to your prompt notice, sole control of the defense by PayBreach (with your reasonable cooperation), and the limitations in Section 12. PayBreach has no obligation for claims arising from Client Data, modifications not made by PayBreach, or use outside the scope of the Authorization Agreement.

14. Term and Termination

14.1 These Terms remain in effect while you have an active subscription or otherwise use the Services.

14.2 Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice (or immediately for breach of Sections 5, 7, or 8).

14.3 You may cancel your subscription at any time through the admin portal or by emailing info@paybreach.com; cancellation takes effect at the end of the then-current billing period.

14.4 Upon termination: (a) your right to access the Services ends; (b) PayBreach may delete Client Data after a reasonable retention period (typically thirty (30) days), except as required by law; and (c) Sections that by their nature should survive will survive (including Sections 4, 7–13, 14.4, 15, and 16).

15. Governing Law and Dispute Resolution

15.1 Governing Law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

15.2 Arbitration. Except for claims for injunctive relief or claims in small claims court, any dispute arising out of or related to these Terms will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will take place in San Diego County, California, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

15.4 California Opt-Out Right. If you are a California resident or your principal place of business is in California, you have the right to opt out of the arbitration agreement and class action waiver in Sections 15.2 and 15.3. To opt out, send written notice to PayBreach LLC, 1111 6th Ave STE 550 NUM 847438, San Diego, CA 92101, or to info@paybreach.com, within thirty (30) days of first accepting these Terms. Your notice must include your name, account email, business name, and a clear statement that you are opting out of the arbitration agreement. Opting out will not affect any other portion of these Terms, and you may continue to use the Services. If you opt out, disputes will be resolved exclusively in the state or federal courts located in San Diego County, California, and each party consents to personal jurisdiction and venue there.

15.5 Venue for Non-Arbitrable Claims. For any claim not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Diego County, California.

16. Changes to These Terms

PayBreach may update these Terms from time to time. Material changes will be communicated by email or through the admin portal at least thirty (30) days before they take effect, and continued use of the Services after the effective date constitutes acceptance. The "Last Updated" date at the top reflects the most recent revision.

17. Miscellaneous

17.1 Entire Agreement. These Terms, together with the Authorization Agreement, Privacy Policy, and any order forms, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements.

17.2 Assignment. You may not assign these Terms without PayBreach's prior written consent. PayBreach may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

17.3 Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

17.4 No Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

17.5 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations.

17.6 Notices. Legal notices to PayBreach must be sent to PayBreach LLC, 1111 6th Ave STE 550 NUM 847438, San Diego, CA 92101, with a copy to info@paybreach.com. Notices to you may be sent to the email address on file.

17.7 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18. Contact

Questions about these Terms? Contact us at:

PayBreach LLC
1111 6th Ave STE 550 NUM 847438
San Diego, CA 92101
info@paybreach.com