Payably SDK License

Payably SDK License Agreement

Bristol Pay LLC
110 Cooper Street #429
Babylon, New York 11702
Email: notifications@payably.io
Website: https://bristolpay.com
Service: https://getpayably.com

TERMS OF USE FOR PAYABLY SOFTWARE DEVELOPMENT KITS (SDKs)

Last Updated: October 31, 2025

These Terms of Use (“Terms”) govern your access to and use of the Payably Software Development Kits (“SDKs”) provided by Bristol Pay LLC (“Bristol Pay,” “we,” “us,” or “our”). By downloading, accessing, or using any of the Payably SDKs, you agree to be bound by these Terms.

If you are using the SDKs on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and your acceptance of these Terms will be treated as acceptance by that organization.

1. DEFINITIONS

“Bristol Pay Service” means the Payably payment platform and payment gateway services provided by Bristol Pay LLC.

“Documentation” means any accompanying technical documentation, specifications, or materials provided by Bristol Pay with the SDKs.

“Integrated Applications” means any applet, application, library, software, or other materials that you develop, copy, or distribute which integrate with the Payably payment platform or gateway.

“Merchant Services Agreement” means any agreement between you or your customer and Bristol Pay for the provision of payment processing services.

“Payably Systems” means the Payably payment platform, payment gateway, and related infrastructure operated by Bristol Pay.

“SDKs” means the Payably Software Development Kits, including all software libraries, code samples, tools, Documentation, and any updates or modifications thereto provided by Bristol Pay.

2. LICENSE GRANT

2.1 Limited License

Subject to the limitations, terms, and conditions set forth in these Terms, Bristol Pay hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the SDKs solely to:

(a) develop, copy, or distribute Integrated Applications which integrate with the Payably Systems; and

(b) enable customers of Bristol Pay to process payments through Payably, subject always to a valid Merchant Services Agreement being in place between such customer and Bristol Pay.

2.2 Acceptable Use

Using the SDKs to allow a customer of Bristol Pay to process payments through Payably is acceptable subject to:

(a) a valid Merchant Services Agreement being in place between such customer and Bristol Pay; and

(b) compliance with all terms and conditions set forth in these Terms and any applicable Merchant Services Agreement.

3. RESTRICTIONS AND PROHIBITED USES

3.1 General Restrictions

Except as expressly permitted under these Terms, you may not and shall not cause, assist, or permit any third party to:

(a) reproduce, modify, adapt, translate, create derivative works from, or alter the SDKs or Documentation;

(b) disassemble, decompile, decrypt, extract, reverse engineer, or otherwise attempt to derive the source code of the SDKs or Payably Systems;

(d) time-share, service bureau, or otherwise provide the SDKs to third parties;

(e) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices contained in or on the SDKs;

(f) use the SDKs in any manner that violates applicable laws, regulations, or third-party rights;

(g) use the SDKs to develop, deploy, or operate any product or service that competes with Bristol Pay or the Payably Services;

(h) apply any procedure or process to the SDKs or Payably Systems to ascertain, derive, or appropriate for any reason or purpose the source code, source listings, algorithms, processes, procedures, or other information contained in the SDKs or Payably Systems;

(i) use the SDKs to transmit any viruses, worms, defects, Trojan horses, malware, or other items of a destructive nature;

(j) interfere with or disrupt the integrity or performance of the SDKs or Payably Systems; or

(k) attempt to gain unauthorized access to the SDKs, Payably Systems, or related systems or networks.

3.2 Prohibited Applications

You expressly agree that you shall not use the SDKs to develop your own payment gateway or any application, service, or platform that:

(a) copies, imitates, or is similar to any portions of the Payably Service;

(b) processes payments independently of the Payably Systems;

(d) stores, processes, or transmits sensitive cardholder data in violation of the Payment Card Industry Data Security Standards (PCI DSS) or Payment Application Data Security Standards (PA-DSS).

4. OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Bristol Pay Ownership

Bristol Pay and its licensors own all right, title, and interest in and to the SDKs, Payably Systems, and Documentation, including all intellectual property rights therein. These Terms do not grant you any rights to trademarks, service marks, or logos of Bristol Pay or its licensors.

4.2 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by Bristol Pay and its licensors. You acknowledge that the SDKs and Payably Systems contain proprietary and confidential information that is protected by applicable intellectual property and other laws.

4.3 Your Applications

You retain all ownership rights in your Integrated Applications, subject to Bristol Pay’s rights in the SDKs. However, you grant Bristol Pay a non-exclusive, worldwide, royalty-free license to use, reproduce, and distribute your Integrated Applications solely as necessary to provide the Payably Services to you and your customers.

4.4 Feedback

If you provide Bristol Pay with any suggestions, comments, or other feedback regarding the SDKs or Payably Services (“Feedback”), you grant Bristol Pay a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose without any obligation or compensation to you.

5. SUPPORT AND UPDATES

5.1 No Obligation

Bristol Pay has no obligation to provide support, maintenance, updates, upgrades, bug fixes, or modifications to the SDKs. However, Bristol Pay may, at its sole discretion, provide updates or new versions of the SDKs from time to time.

5.2 Updates

If Bristol Pay makes any updates or new versions of the SDKs available to you, such updates shall be deemed part of the SDKs and subject to these Terms unless accompanied by separate terms, in which case those separate terms will apply.

5.3 Automatic Updates

You acknowledge and agree that the SDKs may include functionality that checks for updates or new features. You may be required to install updates or new versions to continue using the SDKs or Integrated Applications.

6. PRIVACY AND DATA PROTECTION

6.1 Privacy Policy

Your use of the SDKs is subject to Bristol Pay’s Privacy Policy, available at https://bristolpay.com/privacy. By using the SDKs, you acknowledge that you have read and understood the Privacy Policy and consent to Bristol Pay’s collection, use, and disclosure of information as described therein.

6.2 Data Security

You are responsible for implementing appropriate technical and organizational measures to protect any data processed through your Integrated Applications, including cardholder data. You agree to comply with all applicable data protection laws and regulations, including but not limited to PCI DSS and PA-DSS requirements.

6.3 Customer Data

If you collect, store, process, or transmit any customer data through your Integrated Applications, you agree to:

(a) obtain all necessary consents and authorizations from customers;

(b) provide appropriate privacy notices to customers;

(d) comply with all applicable privacy and data protection laws; and

(e) promptly notify Bristol Pay of any security breach or unauthorized access to customer data.

7. COMPLIANCE

7.1 Legal Compliance

You agree to comply with all applicable federal, state, local, and international laws, regulations, and rules in connection with your use of the SDKs and development of Integrated Applications, including but not limited to:

(a) Payment card network rules and regulations (Visa, MasterCard, American Express, Discover, etc.);

(b) Anti-money laundering (AML) and know-your-customer (KYC) requirements;

(d) Consumer protection laws;

(e) Data protection and privacy laws (including GDPR, CCPA, etc.); and

(f) PCI DSS and PA-DSS standards.

7.2 PCI Compliance

If your Integrated Application stores, processes, or transmits cardholder data, you agree to:

(a) comply with all applicable PCI DSS and PA-DSS requirements;

(b) complete and maintain all required PCI compliance validations;

(d) provide Bristol Pay with evidence of your PCI compliance upon request.

7.3 Merchant Services Agreement

You acknowledge that the use of the SDKs to process payments requires a valid Merchant Services Agreement between you (or your customer) and Bristol Pay. You agree not to use the SDKs to facilitate payment processing for any merchant that does not have a valid Merchant Services Agreement with Bristol Pay.

8. WARRANTIES AND DISCLAIMERS

8.1 Limited Warranty

Bristol Pay warrants that the SDKs will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of download. Your sole remedy for any breach of this warranty shall be, at Bristol Pay’s option, either (a) correction of the defect, (b) replacement of the SDKs, or (c) termination of your license and refund of any fees paid for the SDKs.

8.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SDKs, DOCUMENTATION, AND PAYABLY SYSTEMS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRISTOL PAY AND ITS AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) WARRANTIES THAT THE SDKs WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;

(d) WARRANTIES THAT DEFECTS WILL BE CORRECTED; AND

(e) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

8.3 No Guarantee of Results

Bristol Pay does not warrant or guarantee that:

(a) your Integrated Applications will be successful or achieve any particular result;

(b) transactions processed through your Integrated Applications will be approved or completed;

(d) any errors or defects in the SDKs will be corrected.

8.4 Third-Party Services

Bristol Pay makes no representations or warranties regarding any third-party services, software, or content accessed through or integrated with the SDKs. Your use of such third-party services is at your own risk and subject to the terms and conditions of those third parties.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRISTOL PAY, ITS AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR:

(a) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES;

(b) ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF BARGAIN, LOSS OF GOODWILL (OR OTHER DAMAGES TO REPUTATION), LOSS OF OPPORTUNITY, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES;

(d) ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

(e) ANY DAMAGES ARISING FROM ERRORS, BUGS, OR DEFECTS IN THE SDKs;

(f) ANY DAMAGES ARISING FROM THIRD-PARTY CONTENT OR SERVICES ACCESSED THROUGH THE SDKs; OR

(g) ANY OTHER MATTER RELATING TO THE SDKs OR THESE TERMS;

WHETHER DIRECT OR INDIRECT, AND REGARDLESS OF LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), WHETHER OR NOT BRISTOL PAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF BRISTOL PAY, ITS AFFILIATES, AGENTS, AND LICENSORS FOR ALL CLAIMS RELATING TO THE SDKs, DOCUMENTATION, OR THESE TERMS SHALL NOT EXCEED THE GREATER OF:

(a) ONE HUNDRED DOLLARS ($100.00 USD); OR

(b) THE TOTAL AMOUNT OF FEES PAID BY YOU TO BRISTOL PAY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Purpose

You acknowledge and agree that the limitations of liability set forth in this Section 9 are essential elements of the agreement between you and Bristol Pay, and that Bristol Pay would not provide the SDKs to you without these limitations.

9.4 Applicable Law

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you. In such jurisdictions, Bristol Pay’s liability shall be limited to the maximum extent permitted by law.

10. INDEMNIFICATION

10.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Bristol Pay, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising from or relating to:

(a) your use or misuse of the SDKs;

(b) your Integrated Applications, including any claims by end users or third parties;

(d) your violation of any applicable laws, regulations, or third-party rights;

(e) any negligence, willful misconduct, or fraud by you or your employees, contractors, or agents;

(f) any security breach or compromise of data resulting from your Integrated Applications; or

(g) any claim that your Integrated Applications infringe or violate any intellectual property rights or other rights of any third party.

10.2 Indemnification Procedure

Bristol Pay will provide you with prompt written notice of any claim subject to indemnification under this Section 10. You shall have the right to control the defense and settlement of any such claim, provided that:

(a) Bristol Pay may participate in the defense at its own expense;

(b) you shall not settle any claim without Bristol Pay’s prior written consent if such settlement would impose any obligation or liability on Bristol Pay or require Bristol Pay to admit fault or wrongdoing; and

11. TERM AND TERMINATION

11.1 Term

These Terms commence on the date you first download, access, or use the SDKs and continue until terminated as set forth in this Section 11.

11.2 Termination by You

You may terminate these Terms at any time by ceasing all use of the SDKs, destroying all copies of the SDKs in your possession or control, and notifying Bristol Pay in writing at notifications@payably.io.

11.3 Termination by Bristol Pay

Bristol Pay may terminate these Terms or suspend your access to the SDKs immediately and without notice if:

(a) you breach any provision of these Terms;

(b) your Merchant Services Agreement (or that of your customer) is terminated or expires;

(c) Bristol Pay reasonably believes that your use of the SDKs poses a security risk or violates applicable laws or regulations;

(d) you engage in fraudulent, illegal, or abusive conduct;

(e) required by law or legal process; or

(f) Bristol Pay decides to discontinue providing the SDKs, with or without reason.

11.4 Effect of Termination

Upon termination of these Terms:

(a) your license to use the SDKs immediately terminates;

(b) you must immediately cease all use of the SDKs and destroy all copies in your possession or control;

(c) you must remove all references to Bristol Pay and Payably from your Integrated Applications, unless otherwise required by applicable agreements;

(d) Bristol Pay may disable your access to the SDKs and Payably Systems;

(e) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 3 (Restrictions), 4 (Ownership), 8.2-8.4 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect of Termination), and 13 (General Provisions).

11.5 Data Retention

Upon termination, Bristol Pay may, but is not obligated to, retain any data or information associated with your use of the SDKs for a reasonable period as necessary to comply with legal obligations, resolve disputes, or enforce these Terms.

12. MODIFICATIONS TO TERMS AND SDKs

12.1 Modification of Terms

Bristol Pay reserves the right to modify these Terms at any time. The most current version of these Terms will be posted at https://getpayably.com/sdk-license (or such other URL as Bristol Pay may designate). We will provide notice of material changes by:

(a) posting the updated Terms with a new “Last Updated” date;

(b) sending an email to the address associated with your account (if applicable); or

Your continued use of the SDKs after any such modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately cease using the SDKs.

12.2 Modification of SDKs

Bristol Pay may modify, update, enhance, or discontinue the SDKs or any features thereof at any time, with or without notice. Bristol Pay shall have no liability to you for any such modifications or discontinuation.

13. GENERAL PROVISIONS

13.1 Entire Agreement

These Terms, together with any applicable Merchant Services Agreement and Bristol Pay’s Privacy Policy, constitute the entire agreement between you and Bristol Pay with respect to the SDKs and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

13.2 Conflict Between Documents

In the event of a conflict between these Terms and a Merchant Services Agreement, the Merchant Services Agreement shall prevail with respect to payment processing services, and these Terms shall prevail with respect to your use of the SDKs.

13.3 No Reliance

In choosing to agree to these Terms, you acknowledge that you do not rely on any statement, representation, assurance, or warranty from Bristol Pay that is not expressly set forth in these Terms.

13.4 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the federal or state courts located in Suffolk County, New York, and you hereby consent to the personal jurisdiction and venue of such courts.

13.5 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND BRISTOL PAY EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SDKs.

13.6 Export Compliance

The SDKs and related technology are subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations in your use of the SDKs. You represent and warrant that:

(a) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods;

(b) you are not listed on any U.S. government list of prohibited or restricted parties; and

13.7 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without Bristol Pay’s prior written consent. Any attempted assignment in violation of this Section shall be null and void. Bristol Pay may assign or transfer these Terms without restriction, including to any affiliate, subsidiary, or successor in interest of any business associated with the Payably Services or Payably Systems.

13.8 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. No person or entity not a party to these Terms shall have any right to enforce any provision of these Terms.

13.9 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, the provision shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect.

13.10 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided. Bristol Pay’s failure to enforce any provision of these Terms shall not be construed as a waiver of its right to enforce such provision or any other provision of these Terms.

13.11 Force Majeure

Bristol Pay shall not be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.12 Notices

All notices required or permitted under these Terms shall be in writing and shall be sent to:

Bristol Pay LLC
110 Cooper Street #429
Babylon, New York 11702
Email: notifications@payably.io

Notices shall be deemed given:

(a) when delivered personally;

(b) three (3) business days after mailing by certified or registered mail, postage prepaid;

(d) upon confirmation of receipt when sent by email.

13.13 Headings

The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

13.14 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall control in the event of any conflict or inconsistency.

13.15 Independent Contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship between you and Bristol Pay.

13.16 Equitable Relief

You acknowledge that any breach of Sections 3 (Restrictions) or 4 (Ownership) may cause irreparable harm to Bristol Pay for which monetary damages would be an inadequate remedy. Accordingly, Bristol Pay shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

13.17 Government Use

The SDKs are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. §12.212. If you are a U.S. government entity, you acknowledge that the SDKs are provided with only those rights as are granted to all other users under these Terms.

13.18 Contact Information

If you have any questions or concerns about these Terms or the SDKs, please contact us at:

Bristol Pay LLC
110 Cooper Street #429
Babylon, New York 11702
Email: notifications@payably.io
Website: https://bristolpay.com
Developer Portal: https://getpayably.com

14. DEFINITIONS AND INTERPRETATION

14.1 Interpretation

In these Terms:

(a) words in the singular include the plural and vice versa;

(b) references to “including” or “includes” shall be deemed to be followed by “without limitation”;

(d) references to “writing” or “written” include email and other electronic communications; and

(e) the words “herein,” “hereof,” and “hereunder” refer to these Terms as a whole and not to any particular Section.

ACKNOWLEDGMENT

BY DOWNLOADING, ACCESSING, OR USING THE PAYABLY SDKs, YOU ACKNOWLEDGE THAT:

You have read and understood these Terms;
You agree to be bound by these Terms;
You have the authority to enter into these Terms;
You understand that these Terms constitute a legally binding agreement between you and Bristol Pay LLC;
Your use of the SDKs is at your own risk and subject to these Terms;
You have reviewed and agree to comply with all applicable laws, regulations, and payment card network rules.

Last Updated: October 31, 2025

Payably and the Payably logo are trademarks or registered trademarks of Bristol Pay LLC. All other trademarks, service marks, and trade names referenced in these Terms are the property of their respective owners.

For the most current version of these Terms, please visit: https://getpayably.com/sdk-license