Terms of service

These Terms of Service (the "Terms") are a binding agreement between you and Lockdown Consulting Group LLC, doing business as Interchanger ("Interchanger," "we," "us," or "our"), governing your use of interchanger.ai (the "Site"), our software platform (the "Platform"), and our advisory and consulting services (together, the "Services"). By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company. If you do not agree to these Terms, do not use the Services.

The Services are intended for business use. You must be at least 18 years old and able to form a binding contract to use the Services.

Interchanger provides payment operations software, including batch payment link generation, tokenized recurring billing, surcharging enablement, transaction tracking, and related tools, along with consulting services relating to payment cost optimization. Specific engagements or subscriptions may be governed by a separate written agreement; if such an agreement conflicts with these Terms, the separate agreement controls.

You must provide accurate, complete registration information and keep it current. You are responsible for safeguarding your account credentials and for all activity under your account. Notify us immediately at [email protected] of any unauthorized use. We may suspend or terminate accounts that violate these Terms or present a security risk.

Joining our waitlist does not guarantee access to the Platform. Early access features may be modified, suspended, or discontinued at any time and are provided without any service level commitment.

Fees for the Platform or consulting services are set out in your order, engagement letter, or the pricing in effect when you subscribe. Except as required by law or expressly stated otherwise, fees are non-refundable. We may change pricing with notice; changes apply at your next renewal.

You retain all rights to the data you upload to the Platform, including customer and transaction data ("Customer Data"). You grant us a license to host, process, and use Customer Data to provide the Services. You are responsible for the accuracy and lawfulness of Customer Data, for having the rights and consents needed to use it with the Services, and for your compliance with all laws and rules that apply to your business, including card network rules, surcharging laws, and payment regulations. We may use aggregated and de-identified data derived from the Services to improve our products and publish industry insights, provided it does not identify you or your customers.

You agree not to:

• Use the Services for any unlawful, fraudulent, or deceptive activity
• Process payments for goods or services prohibited by law or by our payment partners
• Interfere with, probe, or disrupt the Services or their security features
• Reverse engineer, copy, resell, or create derivative works of the Platform
• Use the Services to build a competing product
• Misrepresent your identity or your authority to act for a business

The Services, including all software, content, designs, and trademarks, are owned by Interchanger or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Platform for your internal business purposes during your subscription. No other rights are granted.

The Services rely on third-party providers, including authentication, payment processing, and scheduling services. Your use of those services may be subject to their own terms and privacy policies, and we are not responsible for third-party services we do not control.

Each party agrees to protect the other's non-public business information received in connection with the Services with at least reasonable care, to use it only as needed to perform under these Terms, and not to disclose it except as required by law.

Our consulting deliverables and platform outputs, including guidance related to interchange optimization and surcharging, are provided for informational purposes based on industry data and our professional experience. They do not constitute legal, tax, accounting, or investment advice. You are responsible for your own compliance decisions and should consult qualified counsel where appropriate. Savings estimates are not guarantees; actual results depend on your card mix, data quality, and network rules.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTERCHANGER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY PARTICULAR COST SAVINGS WILL BE ACHIEVED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTERCHANGER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE CLAIM AROSE OR (B) ONE HUNDRED DOLLARS. THESE LIMITS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You will defend, indemnify, and hold harmless Interchanger and its officers, members, employees, and agents from any claims, damages, and expenses (including reasonable attorneys' fees) arising from your Customer Data, your violation of these Terms, or your violation of any law or third-party right in connection with your use of the Services.

These Terms apply while you use the Services. We may suspend or terminate your access immediately if you breach these Terms, create risk or legal exposure for us, or if required by law. You may stop using the Services at any time. Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution) survive.

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

Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in English by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring qualifying claims in small claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property or confidential information.

YOU AND INTERCHANGER EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. Disputes must be brought on an individual basis only. You may opt out of this arbitration provision by emailing [email protected] within 30 days of first accepting these Terms.

We may revise these Terms from time to time. The date at the top reflects the most recent revision. Material changes will be posted on this page, and your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

These Terms, together with our Privacy Policy and any separate written agreement between us, are the entire agreement between you and Interchanger regarding the Services. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.

Questions about these Terms? Email us at [email protected].