Celer Merchants Corporation
Terms of Service (United States)
Effective Date: August 19, 2025
Policy Links: Privacy Policy • SMS Policy • Terms of Service
Company Address (for notices):
Celer Merchants Corporation
1309 Coffeen Avenue, STE 13622, Sheridan, Wyoming 82801
Email: [email protected] • Phone: 888-705-7896
1) Agreement to Terms
These Terms of Service (“Terms”) govern your access to and use of the websites, products, software, APIs, and services provided by Celer Merchants Corporation and its affiliates (“Celer Merchants,” “we,” “us,” or “our”) (collectively, the “Services”). By accessing or using the Services, creating an account, clicking accept, or executing an order form, merchant processing agreement, equipment agreement, or similar document that references these Terms (each, an “Order”), you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.
2) Eligibility; U.S. Use Only
You must be the age of majority in your state and authorized to use the payment instruments and business information you provide. Our Services are intended for U.S. residents and businesses.
3) Changes to Terms
We may update these Terms at any time. Changes are effective when posted at https://celermerchants.com/terms-of-service/. Continued use after changes constitutes acceptance. If a change materially reduces your rights, we’ll provide reasonable advance notice (e.g., email or in-product notice).
4) Relationship to Other Agreements
Specific products may be governed by additional terms (e.g., Merchant Processing Agreement, Free Equipment Placement Agreement, ordering documents, API terms, or data processing addenda). Those documents are incorporated by reference and control in the event of a conflict.
5) Accounts; Registration; Security
Provide accurate, current information; keep credentials confidential; promptly update changes; and notify us of unauthorized access. You’re responsible for all activity under your account. We may suspend/terminate for fraud, security risk, or violations.
6) Services; Trials; Beta Features
Free trials/pilots/betas (“Beta”) are provided AS IS, may be modified or discontinued, and may not be production-ready.
7) Acceptable Use
You will not (and won’t allow others to): violate law (including card-network rules, sanctions/OFAC, AML/CFT, anti-bribery, export controls, consumer protection, privacy, TCPA/CTIA, CAN-SPAM); engage in high-risk/illegal/deceptive activity; infringe rights; reverse engineer or bypass security; scrape or perform prohibited automated access; upload malware; or resell the Services without consent. We may publish/update an Acceptable Use Policy and prohibited categories; you must comply with the current version.
8) Fees; Taxes; Billing; Auto-Renewal
Fees and billing cycles are as stated in your Order or account. Unless stated otherwise, fees are invoiced monthly in advance and due 30 days from invoice. Late amounts may accrue 1.5% per month (or the maximum lawful rate) plus collection costs. Fees are non-refundable unless expressly provided. Prices exclude taxes; you are responsible for applicable taxes (other than our income taxes). Subscriptions auto-renew for successive terms equal to the initial term unless you give written non-renewal notice at least 30 days before term end. We may pass through third-party/network fee increases with notice.
9) Equipment; Shipping; Returns
If you obtain hardware or “free equipment,” the Free Equipment Placement Agreement or your Order governs title, risk of loss, returns, replacements, and fees. You are responsible for proper installation, care, and return of any loaned devices.
10) Third-Party Services & Processors
The Services may interface with or rely on third parties (processors, banks, gateways, carriers, CRM/analytics). Your use of those services is subject to their terms. We are not responsible for third-party services, delays, outages, or data handling outside our control. You represent you have rights to connect your accounts and authorize us to exchange data with such third parties to provide the Services.
11) eSign; Electronic Communications; SMS
You consent to electronic signatures and records and to receive notices electronically (email, in-product, or SMS). Enrollment in text programs is governed by our SMS Policy. Consent to marketing isn’t required to purchase.
12) Privacy; Security
Our Privacy Policy explains how we collect, use, and disclose personal information. You will provide legally adequate privacy notices to your customers and obtain any required consents for data you submit to us. You are responsible for securing your systems, devices, credentials, and network.
13) Your Content; Merchant Data
You retain ownership of data/content/materials you provide (“Customer Data”). You grant Celer Merchants a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data to provide and improve the Services and to create aggregated/de-identified data that does not identify you or your users, which we may use for any lawful purpose. You represent you have all rights necessary and that your data doesn’t violate law or third-party rights.
14) Intellectual Property; Feedback
We and our licensors retain all right, title, and interest in the Services, technology, software, documentation, and marks. No rights are granted except as expressly stated. Feedback you provide may be used by us without restriction.
15) Service Modifications; Suspension
We may modify features, update software, or discontinue components with reasonable notice where practicable. We may suspend Services if: (a) fees are past due; (b) security/legal/risk issues arise; (c) you violate these Terms or law; or (d) required by a partner or authority.
16) Indemnification
You will defend, indemnify, and hold harmless Celer Merchants and its affiliates, officers, directors, employees, and agents from third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your Customer Data, products, services, or business; (b) your breach of these Terms or law; (c) infringement or rights violations by your content or misuse of the Services; or (d) disputes with your customers/cardholders/users (including chargebacks and refunds).
17) DISCLAIMER
THE SERVICES (INCLUDING ANY BETA, CONTENT, OR EQUIPMENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT DEFECTS WILL BE CORRECTED.
18) LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELER MERCHANTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; OR COST OF SUBSTITUTE GOODS/SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT. This does not limit liability for gross negligence or willful misconduct where such limitation is prohibited by law.
19) Term; Termination; Survival
These Terms start on the earlier of your first use or the effective date of your first Order and continue until terminated. Either party may terminate for uncured material breach after 30 days’ written notice. We may terminate immediately for unlawful conduct, risk, or non-payment. Upon termination, cease use and pay all amounts due. Sections that by nature survive (Fees, IP, Privacy, Indemnity, Warranty Disclaimer, Limitation of Liability, Governing Law, Dispute Resolution, Miscellaneous) survive.
20) Governing Law; Venue (Wyoming)
These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-law rules. Subject to Arbitration below, the exclusive venue for any permitted court action is the state courts of Sheridan County, Wyoming or the U.S. District Court for the District of Wyoming, and each party consents to personal jurisdiction there.
21) Arbitration; Class-Action Waiver; 30-Day Opt-Out
a) Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (“Dispute”) will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue of arbitration is Sheridan, Wyoming. Judgment on the award may be entered in any court of competent jurisdiction.
b) Individual Basis Only. NO CLASS ACTIONS OR CONSOLIDATED ARBITRATIONS. You and Celer Merchants agree to bring Disputes only in your or our individual capacity.
c) Exceptions. Either party may seek temporary injunctive relief in court to protect confidential information or IP, or file an individual action in small-claims court in Sheridan County, Wyoming.
d) Opt-Out. You may opt out of arbitration by emailing [email protected] within 30 days after you first accept these Terms (include your name/company, address, and a statement opting out). Opt-out won’t affect other terms.
22) Force Majeure
Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., acts of God, disasters, war, terrorism, civil unrest, labor disputes, power/Internet failures, carrier issues, government actions).
23) Export; Sanctions; Anti-Corruption
You are not a prohibited party and will comply with U.S. export controls, OFAC sanctions, and anti-bribery/anti-corruption laws (including the FCPA).
24) Assignment; Subcontracting
You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. We may assign or subcontract without notice. Any prohibited assignment is void.
25) Notices
We may provide notices via email, in-product messaging, SMS, or posting on our website. Legal notices to us must be sent to:
[email protected] and/or Celer Merchants Corporation, 1309 Coffeen Avenue, STE 13622, Sheridan, Wyoming 82801.
26) Miscellaneous
These Terms (and incorporated documents) are the entire agreement between you and Celer Merchants regarding the Services and supersede prior agreements. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder stays in force. No waiver is effective unless in writing. Headings are for convenience only.
Website-Specific Terms (celermerchants.com)
Content & IP. Site content is owned by Celer Merchants or licensors and protected by IP laws. You may view content for internal business use only. No scraping, framing, republication, or derivative works without written consent.
User Submissions. If you submit reviews, comments, or materials, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, publish, and display such content for our business.
Third-Party Links. Links are provided for convenience; we aren’t responsible for third-party sites or content.
No Professional Advice. Content is informational only and not legal, tax, accounting, or financial advice.
California Automatic Renewal Disclosure
Subscriptions auto-renew at the then-current rate until you cancel. Cancel anytime up to 30 days before renewal via your account or by emailing [email protected]. We’ll send a post-purchase acknowledgment detailing renewal terms and cancellation procedures.