Terms and Conditions

By creating an account, accessing, or using RailBird's payment processing services, APIs, software, tools, developer services, data, documentation, and websites (collectively referred to as "Services"), you agree to comply with and be legally bound by these Terms and Conditions ("Terms"), whether or not you become a registered user of the Services.

These Terms govern your access to and use of the Services and constitute a binding legal agreement between you and RailBird Inc., a Delaware corporation ("RailBird," "we," "us," or "our"). If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms.

RailBird provides a comprehensive payment orchestration platform that enables businesses to accept, process, and manage electronic payments from customers worldwide. Our Services include, but are not limited to:

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify you of any material changes to the Services.

To access certain features of the Services, you must register for an RailBird account. During registration, you agree to:

1. Provide Accurate Information: Submit complete and accurate information about yourself and your business, including legal business name, business address, tax identification number, and beneficial ownership information as required by applicable regulations.
2. Verification Process: Complete our identity verification and Know Your Customer (KYC) procedures, which may include providing government-issued identification, proof of address, and business documentation.
3. Account Security: Maintain the confidentiality of your account credentials, including passwords, API keys, and secret keys. You are responsible for all activities that occur under your account.
4. Update Information: Keep your account information current and notify us immediately of any changes to your business structure, ownership, or contact details.

When you use RailBird to process payments, you authorize us to act as your limited payment agent for the purpose of accepting, holding, and disbursing funds on your behalf. This authorization remains in effect until your account is closed or terminated.

4.1 Transaction Processing

All transactions processed through RailBird are subject to review and approval. We reserve the right to decline, block, or reverse any transaction that we believe:

• Violates these Terms or our Acceptable Use Policy
• Involves prohibited goods or services
• Presents an unacceptable risk of fraud or financial loss
• Is associated with sanctioned individuals, entities, or countries
• Violates applicable laws, regulations, or card network rules

4.2 Settlement and Payouts

Funds from processed transactions will be settled to your designated bank account according to your payout schedule. Standard payout timing is:

We may adjust your payout schedule or hold funds in reserve based on your processing history, chargeback rates, or risk assessment. Any changes to your payout terms will be communicated via email or dashboard notification.

You agree to pay all applicable fees for the Services as outlined in your pricing agreement with RailBird. Our standard fee structure includes:

All fees are deducted automatically from your transaction proceeds before settlement. We reserve the right to modify our fees with 30 days' advance notice. Enterprise customers may have custom pricing agreements that supersede the standard fee structure.

You may not use RailBird Services for any illegal, fraudulent, or prohibited purposes. The following activities are strictly prohibited:

Violation of these prohibitions may result in immediate account suspension or termination, withholding of funds, and reporting to relevant authorities. We reserve the right to update this list at any time without prior notice.

RailBird is committed to protecting the privacy and security of your data. Our data practices are governed by our Privacy Policy and comply with applicable data protection regulations, including GDPR, CCPA, and PCI DSS Level 1 standards.

7.1 Data Collection and Use

We collect and process personal and business information necessary to provide the Services, including:

• Account registration and identification data
• Transaction and payment information
• Device and usage information
• Communications and support interactions
• Business and financial documentation

7.2 Data Security

7.3 Your Data Rights

You have the right to access, correct, delete, or export your personal data. To exercise these rights, contact our Data Protection Officer at privacy@railbird.game. We will respond to your request within 30 days.

All intellectual property rights in the Services, including software, APIs, documentation, trademarks, logos, and content, are owned by RailBird or our licensors. These Terms do not grant you any rights to use RailBird's intellectual property except as necessary to use the Services.

8.1 License Grant

Subject to your compliance with these Terms, RailBird grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for your business purposes
• Integrate our APIs into your applications
• Use our SDKs and libraries according to their licenses
• Display RailBird logos and marks in accordance with our brand guidelines

8.2 Restrictions

You agree not to:

• Reverse engineer, decompile, or disassemble any part of the Services
• Remove or modify any proprietary notices or labels
• Use the Services to develop competing products
• Resell or redistribute the Services without authorization
• Access the Services through unauthorized means

9.1 Disclaimer of Warranties

9.2 Limitation of Liability

To the maximum extent permitted by law, RailBird shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or service downtime
• Cost of substitute services
• Reputational harm or goodwill loss

Our total liability for any claims arising from or related to these Terms or the Services shall not exceed the greater of (a) the fees you paid to RailBird in the 12 months preceding the claim, or (b) $1,000 USD.

9.3 Indemnification

You agree to indemnify, defend, and hold harmless RailBird and its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your products, services, or business practices
• Your breach of applicable laws or regulations

10.1 Informal Resolution

Before initiating formal dispute resolution proceedings, you agree to contact us at legal@railbird.game to attempt to resolve the dispute informally. We will work in good faith to resolve disputes within 30 days.

10.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

10.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.1 Termination by You

You may terminate your account at any time by contacting support@railbird.game or through your account dashboard. Upon termination:

• Your access to the Services will be immediately suspended
• Pending transactions will be processed according to standard timelines
• Funds will be settled to your account after applicable holding periods
• You remain liable for any fees or obligations incurred before termination

11.2 Termination by RailBird

We may suspend or terminate your account immediately if:

11.3 Effect of Termination

Upon termination, all licenses granted to you will immediately cease. Sections of these Terms that by their nature should survive termination will continue in effect, including provisions related to intellectual property, liability limitations, indemnification, and dispute resolution.

We may retain your data for up to 7 years as required by financial regulations and our record-keeping obligations.

12.1 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or dashboard notification at least 30 days before they take effect. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

12.2 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to any affiliate or successor in connection with a merger, acquisition, or sale of assets.

12.3 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and RailBird regarding the Services and supersede all prior agreements and understandings.

12.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

12.5 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of RailBird.

12.6 Force Majeure

RailBird will not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of war, terrorism, pandemics, government actions, or infrastructure failures.