SPS Portfolio Manager
by Strategic Payment Solutions

Terms of Service

Effective September 24, 2026

These Terms of Service (the “Terms”) are a binding agreement between Sanders Payments Inc., doing business as Strategic Payment Solutions (“SPS,” “we,” “us”) and the business that creates or uses an SPS Portfolio Manager workspace (the “Customer”), and each person who uses the service under that workspace (a “User”). They govern your use of SPS Portfolio Manager, including the website at crm.strategicpaysolutions.com, its features, and any related support (the “Service”).

By creating an account, accepting an invitation, clicking “I agree,” or using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of a business, you confirm that you have authority to bind that business, and “you” includes that business. If you do not agree, do not use the Service.

1. The Service is for business use

The Service is a customer-relationship and portfolio-management tool for payment processing agents, independent sales organizations, and their staff. It is provided for business purposes only, not for personal, family, or household use. You must be at least 18 years old to use it.

2. Accounts and security

  • You are responsible for all activity in your workspace, including activity by Users you invite, and for keeping login credentials confidential.
  • You must give accurate account information, use strong unique passwords, enable additional security features (such as two-factor authentication) when we make them available, and promptly remove access for people who should no longer have it.
  • Notify us immediately at support@strategicpaysolutions.com if you suspect unauthorized access to your workspace.
  • We are not liable for loss or damage arising from your failure to protect your credentials or to manage your Users’ access.

3. Your data

“Customer Data” means information you or your Users put into the Service, including merchant, contact, residual, and document information. As between you and us, you own Customer Data. You grant us a limited license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, support, and improve the Service, and as required by law.

You are solely responsible for Customer Data, including:

  • having all rights, consents, and legal bases required to collect it and to put it into the Service, including under your agreements with merchants, processors, and partners;
  • its accuracy, quality, and legality; and
  • complying with laws and card-network, processor, and industry rules that apply to you, including the Payment Card Industry Data Security Standard (PCI DSS).

Prohibited sensitive data

Unless a field in the Service is expressly designated by us for that type of information, you must not upload, enter, or store: full payment card numbers, card security codes (CVV/CVC), magnetic-stripe or chip data, PINs, full bank account numbers, government identification numbers (including Social Security numbers and driver’s license or passport numbers), passwords to other systems, or health information. The Service is not designed to be a cardholder data environment. If you store such information anyway, you do so at your own risk and you are responsible for any resulting loss, fine, or claim.

Backups and exports

We back up the Service, but you are responsible for keeping your own copies of Customer Data you cannot afford to lose. You may export your data while your subscription is active.

4. Information is not advice; verify before relying

Residual figures, reports, projections, PCI status indicators, detected processors, and other information shown in the Service are provided for your convenience and are derived from files and data supplied by you and third parties. Your processor’s statements and portal remain the authoritative record. You are responsible for verifying figures before relying on them for payments, commissions, taxes, compliance, or other decisions. Nothing in the Service is legal, tax, accounting, compliance, or financial advice.

5. AI-assisted features

Some features use artificial intelligence provided by third parties (for example, to recognize the columns in an uploaded file). To provide these features, limited portions of your data — such as a file’s column names and a few sample rows — are sent to the AI provider for processing. AI output may be incomplete or wrong. You must review AI-suggested mappings and results before confirming an import, and you are responsible for results you confirm.

6. Third-party services

The Service works with services we do not control, such as payment processors, gateways (including NMI and Square), email and hosting providers, CRMs such as HubSpot, and AI providers. Your use of a third-party service is governed by that provider’s terms. We are not responsible for third-party services, their availability, their data, or their acts or omissions, including errors in reports they produce. When you connect a third-party service, you authorize us to exchange data with it on your behalf.

7. Acceptable use

You and your Users must not:

  • use the Service in violation of any law, regulation, or third-party right;
  • upload malware or content you have no right to share;
  • attempt to access other customers’ data, probe or test the Service’s security, or bypass access controls or usage limits;
  • reverse engineer, copy, resell, or build a competing product from the Service, except as the law expressly allows;
  • overload or disrupt the Service, or use automated means to access it other than through features we provide; or
  • use the Service to send spam or unlawful communications.

We may suspend access to protect the Service, other customers, or third parties, or to comply with law.

8. Fees, trials, and billing

  • Paid plans are billed monthly in advance and renew automatically until cancelled. You authorize us and our payment providers to charge your payment method on file for all fees when due. Prices for bank (ACH) and card payment may differ; the price for your chosen method is shown before you add it.
  • Free trials end on the date shown in the Service. If no payment method is on file when a trial ends, your workspace may become read-only until one is added.
  • Your price is the price in effect when you subscribed or changed plans. We may change prices for future billing periods with at least 30 days’ notice; if you do not agree, you may cancel before the change takes effect.
  • You may cancel at any time; cancellation takes effect at the end of the current billing period. Fees already paid are non-refundable except where required by law or where we choose, at our discretion, to issue a refund.
  • If a payment fails, we may retry it, notify you, and restrict or suspend the workspace until payment is made. Fees do not include taxes; you are responsible for any applicable taxes other than taxes on our income.
  • Plan limits (such as numbers of Users, sub-agents, and merchants) apply as shown in the Service.

9. Security

We use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, access controls, and workspace-level data separation. No system is perfectly secure, however, and we do not guarantee that unauthorized access, loss, or disclosure will never occur. If we become aware of a security incident that we determine resulted in unauthorized access to your Customer Data, we will notify you without undue delay and as required by applicable law, and cooperate reasonably with you. You are responsible for notifications you owe to your own merchants, partners, and others under your agreements and applicable law.

10. Our intellectual property; feedback

We and our licensors own the Service, including its software, design, and content, and all related intellectual property. These Terms give you only a limited, non-exclusive, non-transferable right to use the Service during your subscription. If you give us suggestions or feedback, we may use them without restriction or compensation.

11. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms, fail to pay, create risk or legal exposure for us or others, or if we discontinue the Service (in which case we will give reasonable notice where possible). After termination, your right to use the Service ends. We may delete Customer Data 30 days after termination or cancellation takes effect, except where we must retain it by law; request an export before then. Sections that by their nature should survive termination (including 3, 4, 10, and 12–17) survive.

12. Disclaimer of warranties

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that data will not be lost.

13. Limitation of liability

To the fullest extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, commissions, residuals, business, goodwill, or data, even if advised of their possibility; and (b) our total liability arising out of or relating to these Terms or the Service, under any theory, will not exceed the fees you paid us for the Service in the twelve (12) months before the event giving rise to the liability, or one hundred U.S. dollars ($100) if greater.

These limits apply even if a remedy fails of its essential purpose. They reflect the allocation of risk between the parties and are an essential basis of the price of the Service. They do not limit your payment obligations or your obligations under Section 14, or liability that cannot be limited by law.

14. Indemnification

You will defend, indemnify, and hold harmless SPS, its owners, officers, employees, and agents from and against any claims, losses, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Customer Data, including any claim that you lacked the right to collect or share it, or any prohibited sensitive data you stored; (b) your or your Users’ use of the Service or breach of these Terms; (c) your violation of law or of card-network, processor, or third-party rules or agreements; or (d) disputes between you and your merchants, partners, sub-agents, processors, or Users.

15. Disputes: arbitration and class-action waiver

Please read this section carefully. Except for claims that qualify for small-claims court and claims for injunctive relief to protect intellectual property or confidential information, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Orange County, California (or by video, if the arbitrator allows). Judgment on the award may be entered in any court with jurisdiction.

Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, collective, or representative proceeding, and the arbitrator may not consolidate claims of more than one party. Before starting arbitration, a party must first send the other a written description of the dispute and attempt in good faith to resolve it for 30 days. Any claim must be brought within one (1) year after it arises, or it is permanently barred, to the extent the law allows.

16. Governing law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Subject to Section 15, the state and federal courts located in Orange County, California have exclusive jurisdiction, and both parties consent to venue there.

17. General

  • Changes to these Terms. We may update these Terms. For material changes we will give notice through the Service or by email, and we may ask you to accept the updated Terms to keep using the Service. Continued use after the effective date of updated Terms means you accept them.
  • Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of third-party providers, internet failures, cyberattacks, natural disasters, or acts of government.
  • Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
  • Independent contractors. The parties are independent. These Terms create no partnership, agency, fiduciary, or employment relationship.
  • Entire agreement; severability; waiver. These Terms, the Privacy Policy, and any order or pricing terms shown in the Service are the entire agreement about the Service. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver.
  • Notices. We may give notice by email to the account owner or through the Service. Legal notices to us must be sent to support@strategicpaysolutions.com.

Contact

Sanders Payments Inc., doing business as Strategic Payment Solutions
support@strategicpaysolutions.com

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