Legal · Terms of Service
Effective March 30, 2026. These terms govern use of the latchpay platform. They are written to be read, not skimmed past.
These Terms of Service are a contract between latchpay, Inc. ("latchpay", "we") and the organization that opens an account ("customer", "you"). By opening an account or using the API, you accept them on behalf of that organization and represent you have authority to do so.
Enterprise customers may have a signed order form or master agreement. Where an order form conflicts with these terms, the order form controls for that customer. Otherwise, this document plus the Privacy Policy is the whole agreement, and it supersedes anything said in a sales call.
latchpay provides payout orchestration, settlement, and reconciliation infrastructure: you post payout instructions to one API, and we route, execute, retry, and reconcile them across ACH, Fedwire, SEPA, and RTP, with a line-level ledger of the result.
Three things the service is not:
An API instruction that is properly authenticated and passes your configured policy controls (approval rules, velocity limits, allowlists) is a binding instruction from you. We execute what your systems tell us to execute; the controls exist so your systems say only what you mean.
Payments are not email. Once a payout has been submitted to a rail, it cannot be recalled except to the extent that rail's own rules allow (for example, ACH reversal rules for limited error cases; Fedwire is effectively final on send). Cancel or amend a payout before it reaches payout.sent, and it costs nothing. After that, the rail's rules — not ours, not yours — decide what is possible.
We may delay or decline execution only for three reasons: a sanctions or screening hit that we are legally required to resolve first, binding legal compulsion, or a published platform incident on our status page. We will not sit on your instructions for commercial reasons.
You agree to:
Customer funds are held 1:1 in segregated, bankruptcy-remote accounts at regulated banking partners. They are never commingled with latchpay's operating funds, never lent, and never used as our working capital. Title to your funds stays with you at all times; our ledger records exactly where every cent sits, and you can export it whenever you like. The float is not a business model.
Details of the custody structure and our banking partners are on the Compliance page.
Our handling of personal data — including our controller and processor roles, recipient data, and AML retention — is described in the Privacy Policy. Our regulatory posture, audits, and certifications are described on the Compliance page. Both are incorporated into this agreement. Where you require a data processing agreement, our standard DPA (with SCCs) is available from privacy@latchpay.xyz.
We own the service — the platform, APIs, documentation, and everything we built to run them. You get a non-exclusive, non-transferable license to use them for the term of this agreement, and no other rights.
You own your data: your payout instructions, recipient records, and ledger entries. You can export it at any time, in standard formats, including after termination during the export window in Section 14. We use your data to run the service for you and for the aggregate, de-identified analytics described in the Privacy Policy, and for nothing else.
If you send us feedback or suggestions, we may use them without restriction or obligation — that is the only license you grant us in your direction. We will not use your name or logo in marketing materials without your written consent; there is no logo wall on this site for a reason.
Confidential information travels one way: into performance of this agreement, nowhere else. Each side must guard the other's secrets at least as vigilantly as it guards its own. The duty lasts five years from disclosure; for trade secrets it lasts as long as the secret does. If a court or regulator compels disclosure, the compelled party gives the other a heads-up first wherever the law permits.
Two commitments, in writing: the platform gets competent, careful operation, and it behaves in material accordance with its documentation. Everything else comes as-is — we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the extent the law allows. Specifically:
Performance failures traceable to genuine externalities — disaster, war, state action, or an outage of the rails or banking system itself — are excused for the party they hit (invoices excepted), so long as that party works diligently to get back online.
Indirect, incidental, consequential, and punitive damages are off the table for both sides, as are lost profits and lost revenue. What remains — direct damages — is capped for each party at the amount latchpay billed you across the twelve months preceding the event in question.
Four carve-outs pierce both the cap and the exclusions: fees you owe, a breach of Section 10 (Confidentiality), the defense obligations under Section 13, or fraud or willful misconduct.
One clarification we consider fair: where we executed a payout per your instruction and routed it correctly, we are not liable for delay or loss caused by the rail or receiving institution itself. We answer for our platform; the Federal Reserve answers for Fedwire.
Claims rooted in your side of the ledger — your data, your payout instructions, a violation of Section 5 — are yours to defend and make us whole against. We will defend and indemnify you against third-party claims that the service, as provided by us and used as documented, infringes their intellectual property rights. Whichever side is defending hears about the claim promptly, steers the defense, and can count on the other side's reasonable help.
California law applies to this agreement (its conflict-of-laws rules do not), and the CISG is excluded outright. Disputes go exclusively to the state and federal courts of Santa Clara County, California, whose personal jurisdiction both parties accept.
Housekeeping: if a clause is held unenforceable, the rest stands. A right not exercised is not waived. Handing this agreement to someone else requires consent from the other side — unless the someone else is a successor via merger or a sale of essentially the whole company. The parties are independent contractors — nothing here creates a partnership, agency, or joint venture.
The terms will evolve with the service. Material revisions come with 30 days' advance email to account owners, and the effective date at the top moves with them. Changes are never retroactive: payouts already executed are governed by the terms in force when you instructed them. If you do not accept a change, you may terminate before it takes effect.
Legal notices to latchpay: legal@latchpay.xyz, or by mail to latchpay, Inc., 2445 Augustine Drive, Suite 150, Santa Clara, CA 95054, USA. Notices to you go to the account owner's email on file, which is one reason Section 3 asks you to keep it current.
Privacy questions belong at privacy@latchpay.xyz; see the Privacy Policy.