Terms of Service

1. ACCEPTANCE OF TERMS; BINDING AGREEMENT

1.1 Parties; Scope. These Merchant Terms of Service, Acceptable Use & Compliance Agreement (these "Terms") are entered into by and between P2P Labs Inc., doing business as Peer ("Peer," "we," "us," or "our") and the merchant identified during account registration, together with its owners, operators, employees, contractors, agents, and any other person acting on its behalf or through its account (collectively, "Merchant," "you," or "your"). These Terms govern all access to and use of Peer Pay, the Merchant Portal, dashboards, APIs, SDKs, payment links, checkout flows, onchain settlement interfaces, documentation, support, and all related products and services (collectively, the "Services").

1.2 Acceptance. By creating an account, accessing the Merchant Portal or dashboard, integrating Peer Pay, creating payment links, creating or managing a Transaction, clicking to accept, or otherwise accessing or using any portion of the Services, Merchant accepts these Terms and agrees to comply with them in full. If Merchant does not agree to these Terms, Merchant is not authorized to access or use the Services and must immediately cease all such access and use.

1.3 Authority to Bind. Any individual who accepts these Terms on behalf of a company or other legal entity represents and warrants that such individual: (a) is at least eighteen (18) years of age and has full legal capacity; (b) has full power and authority to bind the entity to these Terms; and (c) does so bind the entity. Merchant is responsible for ensuring that every person acting under its account complies with these Terms, and any act or omission of any such person is deemed the act or omission of Merchant.

1.4 Incorporated Documents; Order of Precedence. These Terms incorporate by reference Peer's Privacy Policy, fee schedules, tier descriptions, brand and usage guidelines, API documentation, risk and operating rules, and any other policies posted in the Merchant Portal or otherwise made available by Peer, each as updated from time to time (collectively with these Terms, the "Agreement"). In the event of a conflict, the following order of precedence applies: (i) a separate written agreement signed by an authorized officer of Peer, if any; (ii) these Terms; (iii) the incorporated policies.

1.5 No Reliance. Merchant acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Peer that is not set out in the Agreement.

2. DEFINITIONS

For purposes of these Terms:

"Applicable Law" means all laws, statutes, regulations, rules, ordinances, codes, orders, judgments, decrees, directives, licensing requirements, sanctions programs, and binding industry rules of any governmental, regulatory, or self-regulatory authority applicable to a party, the Services, or a Transaction, in any jurisdiction, as amended from time to time.

"Beneficial Owner" means any natural person who, directly or indirectly, owns twenty-five percent (25%) or more of the equity interests of Merchant, or who otherwise exercises substantial control over Merchant.

"Blocked Person" means any person or entity: (a) listed on, or owned fifty percent (50%) or more, individually or in the aggregate, directly or indirectly, by one or more persons listed on, any Sanctions List; (b) located, organized, ordinarily resident, or operating in a Prohibited Jurisdiction; or (c) otherwise the subject or target of Sanctions.

"Business Day" means any day other than a Saturday, Sunday, or day on which banks in the United States are authorized or required by law to be closed.

"Chargeback" means any reversal, withdrawal, recall, claim, cancellation, clawback, or return of a Customer payment, in whole or in part, however initiated, including through a Payment Platform's dispute, buyer-protection, error-resolution, unauthorized-transaction, or recovery process.

"Customer" means any person or entity that purchases or attempts to purchase goods or services from Merchant, or that initiates or attempts to initiate a payment to Merchant, in connection with the Services.

"Digital Asset" means any cryptographically secured digital representation of value, including stablecoins such as USDC.

"Dispute" means any complaint, claim, inquiry, reversal request, refund request, allegation of fraud or unauthorized payment, or other contest raised by or on behalf of a Customer, a Payment Platform, a financial institution, or any other party in connection with a Transaction.

"Merchant Portal" means the Peer-hosted dashboard and related interfaces through which Merchant accesses the Services.

"Payment Platform" means any third-party fiat payment service, network, application, or rail supported by the Services from time to time, which may include, without limitation, Venmo, Cash App, Zelle, PayPal, Wise, Revolut, Chime, Monzo, and Luxon Pay. Peer may add, remove, suspend, or modify supported Payment Platforms at any time in its sole discretion.

"Prohibited Jurisdiction" means any country, region, or territory identified in Section 4.2, as updated by Peer from time to time.

"Prohibited Industry" means any business, activity, good, or service identified in Sections 5.1 or 5.2, or otherwise designated by Peer as prohibited.

"Sanctions" means all economic, financial, and trade sanctions laws, regulations, embargoes, and restrictive measures administered, enacted, or enforced by: (a) the U.S. government, including the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") and the U.S. Department of State; (b) the United Nations Security Council; (c) the European Union and its member states; (d) the United Kingdom, including His Majesty's Treasury; and (e) any other relevant sanctions authority.

"Sanctions Lists" means, collectively: OFAC's Specially Designated Nationals and Blocked Persons (SDN) List and Consolidated Sanctions List (including the Sectoral Sanctions Identifications List and Foreign Sanctions Evaders List); the UN Security Council Consolidated List; the EU Consolidated Financial Sanctions List; the UK Sanctions List; and any equivalent or successor list maintained by a relevant sanctions authority.

"Settlement" means the onchain delivery of the Settlement Asset to Merchant's designated wallet in respect of completed Transactions through supported smart contracts or other supported onchain mechanisms.

"Settlement Asset" means USDC on the Base network, or such other Digital Asset or network as Peer may designate or support from time to time.

"Transaction" means any payment, attempted payment, refund, reversal, or related transfer initiated or processed in connection with the Services.

3. ELIGIBILITY; LAWFUL MERCHANT REQUIREMENT

3.1 Lawful Enterprises Only. The Services are offered solely to legal enterprises and merchants that are duly organized, validly existing, and operating lawfully in every jurisdiction in which they are organized, operate, or offer goods or services, including under all applicable local, state, provincial, federal, and national laws. Any person or entity that is not operating legally in its own local and federal (or national) jurisdiction is strictly prohibited from accessing or using the Services, and any such access or use is unauthorized, void, and a material breach of these Terms.

3.2 Inclusive Service; No Obligation to Serve. Peer Pay is designed to serve legal merchants, including merchants who are often unfairly discriminated against by traditional payment service providers. Nothing in these Terms, however, obligates Peer to provide the Services to any merchant, and Peer may decline, condition, limit, or discontinue service to any applicant or Merchant at any time, for any reason or no reason, in its sole and absolute discretion, to the maximum extent permitted by Applicable Law.

3.3 Licenses and Permits. Merchant must, at all times, hold and maintain in good standing all licenses, permits, registrations, approvals, and authorizations required by Applicable Law to conduct its business and to sell each good and service for which it uses the Services, and must provide evidence of the same upon Peer's request.

3.4 Sole Responsibility for Legality. Merchant is solely responsible for determining whether its business, products, services, marketing, advertising, claims, customers, licensing, permits, tax obligations, data practices, and operations comply with all laws, rules, regulations, Sanctions, and industry requirements applicable to Merchant in every relevant jurisdiction. Merchant must obtain its own legal, tax, and regulatory advice. Peer provides no such advice.

3.5 No Certification by Peer. Peer does not certify, approve, endorse, vouch for, or assume any responsibility for the legality, quality, safety, or regulatory compliance of any Merchant, business, good, or service by permitting account creation, onboarding, integration, Transaction activity, or continued use of the Services. Peer's acceptance of a Merchant, or its failure to detect or act on a violation, shall not constitute a waiver, approval, or representation of any kind.

3.6 Prior Conduct. Merchant represents that neither Merchant nor any of its principals or Beneficial Owners: (a) has previously been terminated or suspended from the Services; (b) is seeking to use the Services to continue or disguise activity previously terminated by Peer or any payment service provider; or (c) has been terminated by another payment service provider for fraud, illegality, sanctions, or compliance reasons, except as disclosed to Peer in writing prior to onboarding.

3.7 Continuing Eligibility; Duty to Notify. Eligibility is a continuing requirement. Merchant must notify Peer in writing: (a) immediately upon any change affecting Merchant's compliance with Section 3, 4, or 5 (including loss of any license, commencement of any regulatory or criminal proceeding, insolvency, or any change of control, ownership, business model, industry, or jurisdiction); and (b) within five (5) Business Days of any other material change to information provided during onboarding. Any loss of eligibility entitles Peer to immediately suspend or terminate the Services without notice or liability.

4. SANCTIONS COMPLIANCE; PROHIBITED JURISDICTIONS

4.1 Absolute Prohibition. The Services may not be accessed or used by, on behalf of, for the benefit of, or in connection with: (a) any person or entity located, organized, incorporated, ordinarily resident, or operating in a Prohibited Jurisdiction; (b) any Blocked Person; or (c) any Transaction that involves, directly or indirectly, a Prohibited Jurisdiction or Blocked Person. Any such access, use, or Transaction is strictly prohibited, unauthorized, and void, and constitutes an immediate and material breach of these Terms.

4.2 Prohibited Jurisdictions. As of the Last Updated date above, the Prohibited Jurisdictions are:

(a) Comprehensively sanctioned jurisdictions (subject to comprehensive U.S. embargoes administered by OFAC):

• Cuba;
• Iran;
• North Korea (Democratic People's Republic of Korea);
• the Crimea region of Ukraine;
• the so-called Donetsk People's Republic (DNR) region of Ukraine;
• the so-called Luhansk People's Republic (LNR) region of Ukraine; and
• any other country, region, or territory that becomes subject to a comprehensive U.S. embargo from time to time.

(b) Additional prohibited jurisdictions (jurisdictions subject to extensive OFAC targeted, sectoral, or list-based sanctions programs, or otherwise presenting unacceptable sanctions, legal, or financial-crime risk, as determined by Peer):

• Afghanistan;
• Belarus;
• Burma (Myanmar);
• Central African Republic;
• Democratic Republic of the Congo;
• Ethiopia;
• Haiti;
• Iraq;
• Lebanon;
• Libya;
• Mali;
• Nicaragua;
• Russia;
• Somalia;
• South Sudan;
• Sudan;
• Syria;
• Venezuela;
• Yemen; and
• the non-government-controlled areas of the Zaporizhzhia and Kherson regions of Ukraine.

(c) Updates. Peer may add to, remove from, or otherwise modify the list of Prohibited Jurisdictions at any time, with or without notice, including to reflect changes to OFAC programs, other Sanctions, or Peer's risk appetite. In the event of any inconsistency between this Section and then-current Sanctions, the more restrictive standard applies.

4.3 Scope of "From" a Jurisdiction. For purposes of this Section 4, a person or entity is "from," "in," or "of" a jurisdiction if such person or entity is: organized, incorporated, registered, or chartered under its laws; a citizen, national, or resident thereof; ordinarily located, domiciled, or physically present therein; operating, managed, directed, or controlled therefrom; accessing the Services from an IP address or device geolocated therein; or owned or controlled by, or acting on behalf of, any of the foregoing, including any Beneficial Owner meeting any of the foregoing criteria.

4.4 Blocked Persons; Fifty Percent Rule. Merchant represents, warrants, and covenants on a continuing basis that neither Merchant, nor any parent, subsidiary, affiliate, director, officer, employee, agent, or Beneficial Owner of Merchant, is a Blocked Person, and that Merchant will not, directly or indirectly, conduct any Transaction or other dealing through the Services involving any Blocked Person, including any entity owned fifty percent (50%) or more, individually or in the aggregate, directly or indirectly, by one or more Blocked Persons.

4.5 Customer-Side Compliance. Merchant shall not knowingly accept or solicit payments in connection with the Services that originate from, are routed through, or are for the benefit of any Prohibited Jurisdiction or Blocked Person, and shall implement and maintain commercially reasonable controls (including geographic, IP-based, and customer-screening controls appropriate to its business) designed to prevent the same.

4.6 No Circumvention. Merchant shall not use, and shall not permit any Customer, affiliate, or other person to use, any virtual private network (VPN), proxy, Tor or similar anonymization service, IP-spoofing, falsified geolocation, falsified documentation, nominee, intermediary, shell entity, or other means to misrepresent location, identity, or ownership, or to circumvent or attempt to circumvent the restrictions in this Section 4 or any geo-blocking, screening, or other control implemented by Peer. Any actual or attempted circumvention may result in immediate termination, restricted interface access, declined verification, blocked payment handles, preservation and disclosure of records where required or appropriate, and reporting to OFAC or other authorities.

4.7 Export Controls. Merchant shall comply with all applicable export control and anti-boycott laws, including the U.S. Export Administration Regulations and the International Traffic in Arms Regulations, and shall not use the Services in connection with any good, software, technology, or service in violation thereof.

4.8 Blocking; Rejection; Reporting. Peer may, without notice or liability, decline onboarding, restrict interface access, pause new checkout creation, decline verification, block payment handles, reject account actions, preserve and provide records, request remediation, or terminate access where Peer determines, in its sole discretion, that activity may involve a Prohibited Jurisdiction, a Blocked Person, or a violation or potential violation of Sanctions or this Section 4. Peer may make any report, disclosure, or filing to any authority that Peer deems required or appropriate. Peer cannot release funds, force refunds, reverse onchain settlement, or move user assets.

5. PROHIBITED INDUSTRIES AND ACTIVITIES

5.1 Zero-Tolerance Prohibited Categories. The following industries, activities, goods, and services are absolutely prohibited. Any involvement, direct or indirect, may result in immediate termination without notice, restricted interface access, declined verification, blocked payment handles, preservation and disclosure of records where required or appropriate, contractual recovery, and referral to relevant law enforcement and regulatory authorities (including, where applicable, the National Center for Missing & Exploited Children):

(a) Child sexual abuse material and child exploitation of any kind, including any content sexualizing minors (whether real, simulated, drawn, or AI-generated), child sexual abuse or exploitation services, grooming, sextortion of minors, or trafficking of minors;

(b) Human trafficking, human smuggling, forced labor, debt bondage, or sexual exploitation;

(c) Terrorism and violent extremism, including terrorist financing, material support, recruitment, training, or propaganda for any terrorist organization or violent extremist cause;

(d) Illegal weapons and weapons of mass destruction, including the unlawful sale, brokering, or transfer of firearms, ammunition, explosives, ordnance, or destructive devices; untraceable, unserialized, or 3D-printed firearms and conversion devices; chemical, biological, nuclear, or radiological weapons, their precursors or delivery systems; and defense articles or dual-use items exported or transferred without required authorization;

(e) Malicious software and cybercrime tools or services, including the creation, sale, distribution, or operation of viruses, ransomware, malware, spyware, trojans, rootkits, keyloggers, botnets, exploit kits, remote-access trojans, phishing kits or infrastructure, DDoS-for-hire ("booter"/"stresser") services, hacking-for-hire, credential-stuffing tools, or any tool or service designed to obtain unauthorized access to systems, accounts, or data;

(f) Stolen data and stolen property, including stolen payment card data, "dumps," "fullz," compromised credentials, marketplaces for stolen personal information, skimming devices, and the sale or fencing of stolen goods;

(g) Illegal drugs and controlled substances, including narcotics, controlled substances and their analogues, precursor chemicals, and equipment or paraphernalia intended for their illegal manufacture, distribution, or use;

(h) Counterfeit currency and fraudulent identity documents, including counterfeit or forged government identification, passports, visas, immigration documents, and document-forgery services;

(i) Money laundering and sanctions evasion, including laundering of criminal proceeds, sanctions-evasion services, shell-bank or nested correspondent services, and unlicensed money transmission or money services performed for third parties;

(j) Trafficking in human organs or human remains;

(k) Trafficking in endangered or protected species or wildlife products in violation of CITES or other Applicable Law;

(l) Illegal sexual content and services, including non-consensual intimate imagery, content depicting sexual violence, bestiality, and prostitution or commercial sexual services where unlawful;

(m) Violence-for-hire and coercion, including offering or soliciting murder, assault, kidnapping, extortion, or threats of violence; and

(n) Darknet marketplaces and criminal infrastructure, including operating, supplying, or processing for darknet markets, ransomware operations, or other organized criminal enterprises.

5.2 Additional Prohibited Categories. Merchant shall not use the Services in connection with any of the following, each of which is also prohibited:

(a) fraud and deceptive schemes of any kind, including Ponzi and pyramid schemes, advance-fee fraud, fake or unsubstantiated earnings or income claims, deceptive "business opportunity" or "get-rich-quick" offers, romance scams, phishing, social-engineering scams, and impersonation of any person, brand, or government body;

(b) unregistered or unlawful securities, commodities, or investment products; unlicensed investment schemes; or any offering promising guaranteed returns;

(c) unlicensed or unlawful gambling, gaming, betting, lotteries, raffles, or sweepstakes;

(d) counterfeit goods, replicas marketed as genuine, and any goods or services infringing intellectual-property rights, including pirated software, media, or content and devices or services designed to circumvent technical protection measures;

(e) illegal or misbranded pharmaceuticals, prescription drugs or devices sold without required licensure or prescription, unapproved drugs or medical devices, and substances marketed with unlawful disease or treatment claims;

(f) fraudulent credentials and falsified records, including fake diplomas, certifications, references, or test-taking and review-manipulation services, fake engagement or traffic, and identity-verification ("KYC") bypass services;

(g) services or tools whose purpose is to obscure the source, ownership, or destination of funds, including mixing or tumbling services marketed for obfuscation;

(h) stalkerware, unlawful surveillance or interception tools or services, doxxing services, and SIM farms or telecommunications fraud infrastructure;

(i) transaction laundering, aggregation, and factoring: submitting Transactions on behalf of, or reselling or making the Services available to, any undisclosed third party or business; acting as a payment facilitator, aggregator, marketplace, or money services business through the Services without Peer's prior written approval; or using the Services for any business other than the Merchant business approved during onboarding;

(j) any good, service, or activity that is illegal in the jurisdiction of the Merchant, the Customer, or the place of performance or delivery, or that facilitates or promotes any of the foregoing;

(k) any use of the Services to misrepresent the Merchant business, conceal ownership or control, provide false documentation, manipulate transaction data, evade risk controls, interfere with the operation of the Services, or harm Peer, Customers, partners, payment providers, networks, or other merchants; and

(l) submitting Transactions involving Merchant's own payment instruments or accounts, or between accounts owned or controlled by Merchant, its principals, or its affiliates, including to obtain cash advances or working capital, simulate or inflate volume, test payment credentials, or move funds for any purpose other than a bona fide sale of goods or services to an unaffiliated Customer.

5.3 Restricted Categories (Prior Written Approval Required). The following categories may be served only with Peer's prior written approval, which Peer may grant, condition, or withhold in its sole discretion, and which may be subject to enhanced due diligence, licensure verification, volume limits, elevated pricing tiers, insurance requirements, personal or corporate guarantees, separate written collateral or prepaid-support arrangements, or additional terms: regulated financial services and virtual-asset service providers; money services businesses; securities, derivatives, CFD, or foreign-exchange services; licensed gambling, gaming, or skill-based contests; legal adult content and entertainment (including verified compliance with applicable age-verification and record-keeping laws); telemedicine and licensed online pharmacies; cannabis, CBD, and hemp-derived products where legal; tobacco, nicotine, and vaping products; alcohol; firearms parts and accessories where legal; precious metals and stones; high-value art and antiquities; debt collection, debt settlement, and credit repair; nutraceuticals and supplements making health claims; multi-level marketing; charities and political fundraising; ticket resale; and travel clubs and timeshares. Operating in a Restricted Category without prior written approval is a material breach of these Terms.

5.4 Accurate Industry Declaration. During onboarding, Merchant must accurately select and declare its industry, business model, and the nature of its goods and services, and must keep such declarations current at all times. Processing Transactions outside the declared and approved category, misclassifying the business, or materially changing the business without Peer's prior written approval each constitute a material breach of these Terms and grounds for immediate suspension or termination.

5.5 Peer's Sole Discretion; Illustrative Lists. The categories in this Section 5 are illustrative and not exhaustive. Peer may, in its sole and absolute discretion, determine whether any business, activity, good, or service falls within a prohibited or restricted category, and may decline or terminate service for any business that Peer deems illegal, deceptive, unsafe, harmful, brand-damaging, or otherwise an unacceptable legal, regulatory, financial, or reputational risk, whether or not specifically listed. Peer's determination is final and conclusive.

5.6 Liquidated Damages. Merchant acknowledges that any violation of Section 5.1 or 5.2 causes Peer harm — including compliance, partner, banking, network, and reputational harm — that is significant and difficult to quantify. In addition to all other rights and remedies available to Peer, Merchant shall pay, upon Peer's demand, liquidated damages of up to two thousand five hundred U.S. dollars (US$2,500) per violation, which the parties agree represents a reasonable estimate of Peer's minimum damages and is not a penalty. Liquidated damages under this Section do not limit, and are in addition to, Peer's right to recover its actual damages, restrict interface access, invoice amounts owed, seek contractual recovery, and terminate the Services.

6. ACCOUNT REGISTRATION; VERIFICATION; ONBOARDING

6.1 Required Information. To register, Merchant must provide complete, truthful, and accurate information as requested by Peer, which may include: legal entity name and any trade names; formation documents and good-standing evidence; registered and operating addresses; tax identification numbers; websites and applications; a description of the business, products, services, and pricing; anticipated transaction volumes and average ticket size; settlement wallet details; supported Payment Platform account details; and government-issued identification and other information for directors, officers, control persons, and each Beneficial Owner.

6.2 Verification and Screening. Merchant authorizes Peer and its service providers to verify all information provided; to conduct identity, business, sanctions, watchlist, adverse-media, fraud, and (where lawful) credit checks on Merchant and its principals and Beneficial Owners; to obtain information from third parties for these purposes; and to repeat any of the foregoing periodically and upon any trigger event. Merchant shall promptly provide any additional information or documentation Peer requests.

6.3 Accuracy; Updates. Merchant must maintain the accuracy and completeness of all account information at all times and update it within five (5) Business Days of any change, and immediately for any change in ownership, control, industry, business model, or jurisdiction. Provision of false, misleading, or incomplete information is a material breach of these Terms.

6.4 Right to Decline. Peer may decline, delay, or condition any application or onboarding, in whole or in part, at any stage, for any reason or no reason, in its sole and absolute discretion, and is under no obligation to disclose its reasons except as required by Applicable Law.

6.5 One Account; No Transfer. Merchant may maintain only one account per legal entity unless Peer approves otherwise in writing. Accounts are non-transferable and may not be sold, assigned, leased, or shared with any third party.

6.6 Guarantees and Security. Peer may condition onboarding, continued service, elevated limits, or service to any Restricted Category on Merchant's delivery of a personal or corporate guarantee of Merchant's obligations from one or more of its principals, Beneficial Owners, or affiliates, and/or other credit support or security, in each case in form and substance satisfactory to Peer.

7. MERCHANT REPRESENTATIONS, WARRANTIES, AND COVENANTS

Merchant represents, warrants, and covenants, on a continuing basis and as repeated upon each Transaction, that:

(a) Merchant is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and is qualified to do business in each jurisdiction where its operations so require;

(b) Merchant has full power and authority to enter into and perform under these Terms, and these Terms constitute a valid and binding obligation of Merchant;

(c) all information provided to Peer is and will remain true, accurate, current, and complete, and does not omit any material fact;

(d) Merchant operates lawfully in every relevant jurisdiction and holds all required licenses, permits, registrations, and approvals (Section 3);

(e) neither Merchant nor any principal or Beneficial Owner is a Blocked Person or located in, organized in, or operating from a Prohibited Jurisdiction, and Merchant is and will remain in compliance with all Sanctions and Section 4;

(f) Merchant is not engaged in, and will not use the Services in connection with, any Prohibited Industry or activity described in Section 5;

(g) each Transaction represents a bona fide sale of lawful goods or services by Merchant to a Customer, accurately described, in the ordinary course of Merchant's approved business, and is not a cash advance, loan, money transmission for a third party, self-dealing, or fictitious transaction;

(h) Merchant complies and will comply with all Applicable Law, including consumer-protection, advertising and marketing (including truth-in-advertising and endorsement rules), e-commerce, distance-selling, data-protection and privacy, anti-money-laundering, counter-terrorist-financing, anti-bribery and anti-corruption, export-control, and tax laws;

(i) no funds, assets, or value transmitted through or settled by the Services are or will be derived from, or used in furtherance of, any unlawful activity;

(j) there is no action, suit, investigation, or proceeding pending or threatened against Merchant or its principals that would reasonably be expected to impair Merchant's ability to perform under these Terms, except as disclosed to Peer in writing; and

(k) Merchant's use of each Payment Platform complies, and will continue to comply, with that Payment Platform's terms of service and rules.

8. ANTI-MONEY LAUNDERING; COMPLIANCE COOPERATION

8.1 Program; Monitoring. Peer maintains a risk-based compliance program and may monitor, review, and analyze accounts, Transactions, wallet activity, and related data for compliance, sanctions, fraud, and risk purposes. Merchant consents to all such monitoring.

8.2 Requests for Information. Merchant shall respond fully and accurately to any compliance request for information or documentation within three (3) Business Days, or within twenty-four (24) hours where Peer designates the request as urgent. Requested items may include source-of-funds and source-of-wealth evidence, invoices, proof of fulfillment or delivery, licensing evidence, ownership documentation, and lawful Customer information.

8.3 Regulatory Cooperation; No Tipping Off. Peer may cooperate with, and disclose information to, regulators, law enforcement, Payment Platforms, and other authorities as Peer determines is required or appropriate, with or without notice to Merchant. Peer has no obligation to disclose to Merchant the existence, nature, or outcome of any compliance review, report, or filing.

8.4 Limits and Controls. Peer may impose, modify, or remove transaction limits, tranche or volume thresholds, velocity controls, verification requirements, payment-handle blocks, interface limits, and other software, risk, or access controls on any account at any time in its sole discretion.

8.5 Suspicious Activity. Peer may decline verification, block payment handles, restrict interface access, preserve records, request remediation, pause new checkout creation, or terminate access where Peer suspects fraud, illegality, sanctions exposure, money laundering, terrorist financing, or other prohibited activity, without notice and without liability. Peer cannot release funds, force refunds, reverse onchain settlement, or move user assets.

9. ACCOUNT AUTHORITY AND SECURITY

9.1 Responsibility for Account Activity. Merchant is responsible for all actions taken through its account, including actions taken by owners, administrators, employees, contractors, service providers, and any person with access to Merchant credentials, API keys, wallets, devices, or dashboard sessions, whether or not authorized by Merchant.

9.2 Security Controls. Merchant must implement and maintain reasonable administrative, technical, and operational controls to protect account access, login credentials, API keys, wallet credentials, private keys, signing devices, authentication methods, and integration endpoints, consistent with industry practice.

9.3 Authorized Instructions. Peer may rely upon, and treat as authorized by Merchant, any instruction, action, or communication received through authenticated dashboard sessions, valid API credentials, connected wallets, or other approved account methods, without further inquiry.

9.4 Incident Notification. Merchant must notify Peer immediately upon discovering or suspecting any unauthorized access, credential or key compromise, security incident, or fraudulent activity involving its account, and must promptly take all reasonable mitigation steps. Peer may suspend or restrict an account upon suspected compromise. Peer is not liable for any loss arising from unauthorized account activity, including activity occurring before Peer's receipt and processing of Merchant's notice.

10. THE SERVICES; NO MONEY TRANSMISSION; PAYMENT PLATFORMS; SETTLEMENT

10.1 Description. The Services provide front-end software and technology that enable Merchant to configure checkout flows, generate payment links, display payment instructions, verify user-submitted or user-authorized payment information, and receive onchain Settlement in the Settlement Asset through supported smart contracts or other supported onchain mechanisms. The specific features, flows, networks, and Payment Platforms available may change from time to time.

10.2 Peer Not a Party to Sales. Peer is not a party to, and assumes no responsibility or liability for, any underlying transaction, contract, or relationship between Merchant and any Customer. Merchant is the seller of record for all goods and services it offers, and is solely responsible for its Customers, offers, pricing, descriptions, fulfillment, delivery, warranties, returns, and customer service.

10.2A Two-Leg Peer Pay Flow. Peer Pay enables a merchant checkout in which: (i) a Customer independently pays a seller or payment recipient through a third-party fiat Payment Platform; and (ii) after verification, smart contracts or other supported onchain mechanisms settle Digital Assets to the merchant-designated wallet. These are separate payment and settlement legs governed by separate third-party platform, bank, wallet, smart-contract, and blockchain rules. Peer does not take custody of funds and does not control settlement.

10.3 Software Services Only; No Money Transmission. The Services — including, without limitation, Peer Pay, all Peer Pay merchant features, the Peer Pay buy flow and checkout experience, the Peer Pay user interface, the Merchant Portal, dashboards, payment links, APIs, SDKs, and every other Peer Pay component or interface — are software and technology services only, provided and licensed in the nature of a software-as-a-service arrangement. All fees charged by Peer are charged for access to and use of front-end software, user interfaces, tooling, and related technology services, and not for transmitting, transferring, exchanging, or delivering money or value on behalf of any person. Peer is not a money transmitter, money services business, payment processor, payment institution, e-money issuer, virtual-currency administrator or exchanger, remittance provider, escrow agent, custodian, trustee, or bank, and nothing in the Services constitutes money transmission, funds-transfer services, payment processing, currency exchange, deposit-taking, or the issuance, administration, or redemption of stored value, in any jurisdiction. Merchant acknowledges and agrees with the characterization of the Services set forth in this Section 10.3, and acknowledges that Merchant does not rely on Peer to hold, safeguard, transmit, or deliver any funds or value.

10.4 No Custody; No Escrow; No Possession of Funds. Peer does not, at any time, in any capacity, or on any side of any Transaction (fiat, Digital Asset, or otherwise), accept, receive, hold, store, possess, custody, control, escrow, safeguard, or transmit Merchant funds, Customer funds, fiat currency, or Digital Assets. Peer does not act as an escrow agent and at no point holds Merchant or Customer money or value in escrow or otherwise. Fiat payments are initiated, transmitted, and held exclusively by Customers, counterparties, and the applicable Payment Platforms and their financial-institution partners. Digital Asset transfers occur directly on public blockchain networks pursuant to self-executing smart contracts and network protocols that operate autonomously, and Peer does not take possession or control of Digital Assets in transit or at rest and cannot access, reverse, or redirect value held in Merchant, Customer, or third-party wallets. Peer is not responsible for the acts, omissions, availability, or decisions of any Payment Platform, financial institution, wallet provider, or blockchain network.

10.5 Status of Peer. Peer is a technology provider. Peer is not a bank, credit union, trust company, broker-dealer, exchange, investment adviser, or fiduciary, and does not provide legal, tax, accounting, investment, or regulatory advice. No deposit insurance (including FDIC or SIPC protection) applies to any funds, Digital Assets, or value associated with the Services. Nothing in these Terms creates any agency, partnership, joint venture, employment, franchise, or fiduciary relationship between Peer and Merchant.

10.6 Payment Platforms. Payment Platforms are independent third parties. Peer is not affiliated with, endorsed by, or sponsored by any Payment Platform, and all third-party names and marks are the property of their respective owners. Merchant acknowledges that Payment Platforms may decline, delay, freeze, reverse, restrict, or investigate payments and accounts under their own rules, and that Merchant (and not Peer) bears all risk associated with Merchant's and its Customers' use of Payment Platforms. Peer may add, remove, suspend, or modify supported Payment Platforms at any time without liability.

10.7 Settlement. Settlement is delivered in the Settlement Asset to the wallet address designated by Merchant in the Merchant Portal through supported smart contracts or other supported onchain mechanisms. Merchant is solely responsible for the accuracy of its designated wallet address and for the custody and security of its wallets and private keys. Transfers on blockchain networks are irreversible; value sent to an incorrect, inaccessible, or compromised address may be permanently unrecoverable, and Peer has no obligation or ability to reverse, recover, release, or reimburse any such transfer. Settlement timing estimates are non-binding. Peer may decline verification, pause new checkout creation, restrict interface access, block payment handles, request remediation, preserve records, or terminate access pending compliance review, Dispute or Chargeback exposure, suspected fraud or illegality, legal process, or amounts owed to Peer, but Peer cannot release funds, force refunds, reverse onchain settlement, or move user assets.

10.8 Settlement Asset Risk. The Settlement Asset is a Digital Asset issued by a third party. Peer does not issue the Settlement Asset and does not guarantee its value, redeemability, liquidity, peg, or availability. Merchant accepts all risks associated with Digital Assets and blockchain networks, including price and peg volatility, issuer risk, smart-contract defects, protocol changes, forks, reorganizations, congestion, variable network fees, and regulatory developments.

10.9 Pricing, Quotes, and Rates. Where a Transaction involves a quoted fiat amount, Digital Asset amount, network fee, third-party cost, or other rate-sensitive value, displayed amounts are indicative until the applicable user action, verification, smart-contract interaction, or third-party platform action is complete. Peer does not guarantee any rate, quote, payment platform outcome, or value movement occurring before, during, or after any Transaction, authorization, verification, or Settlement.

10.10 Beta and Experimental Features. Peer may offer beta, pilot, preview, or experimental features, which are provided strictly as-is, may be modified or withdrawn at any time, and are excluded from any availability or performance expectations.

11. PRICING, FEES, AND TIERS

11.1 Fees. Merchant shall pay all fees applicable to its account as set forth in the Merchant Portal, the applicable fee schedule, an invoice, or a separate written agreement, which may include software fees, interface-access fees, API fees, subscription fees, support fees, integration-support fees, third-party or network pass-through costs, Dispute and Chargeback support fees, and fees associated with Restricted Categories or elevated risk. Fees are for software, interface access, support, and related technology services, and are not charged for transmitting, transferring, exchanging, holding, releasing, or delivering money or value on behalf of any person. All fees are exclusive of taxes and are non-refundable except as required by Applicable Law.

11.2 Tiers and Service Levels. Peer may offer multiple merchant tiers with different pricing, monthly volume thresholds, integration services, customer support levels, operational support, and other merchant services. Tier names and descriptions displayed in the dashboard are informational service descriptions only and do not create independent contractual entitlements. Peer may update tier names, pricing, thresholds, benefits, support levels, and eligibility requirements from time to time, and may require tier adjustments based on risk, Dispute and Chargeback performance, volume, or category.

11.3 Commercial Arrangements. Plan changes, required tier adjustments, custom arrangements, and account-specific commercial terms may be handled by Peer sales, support, operations, or account-management personnel, and are binding on Peer only if confirmed in writing by Peer.

11.4 Collection; Interest. Peer may invoice Merchant for fees and any other amounts owed by Merchant, in which case payment is due within five (5) Business Days unless a different period is stated in the applicable invoice or written agreement. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, plus costs of collection (including reasonable attorneys' fees). Amounts owed to Peer are payable, at Peer's election, in U.S. dollars or another payment method stated in the invoice or separate written agreement. Peer may seek contractual recovery and pursue other remedies available at law, but these Terms do not give Peer custody, possession, or unilateral control over Merchant funds, Customer funds, Digital Assets, or Settlement.

11.5 Changes. Peer may modify, restructure, supplement, or replace its fees, fee structures, pricing, tiers, and billing terms, in whole or in part, at any time and from time to time, in its sole and absolute discretion. Changes are effective upon posting in the Merchant Portal or other notice (or as otherwise stated therein), and Merchant's continued use of the Services constitutes acceptance.

12. REFUNDS AND CUSTOMER POLICIES

12.1 Merchant Policies. Merchant must conspicuously disclose to Customers, prior to purchase, accurate descriptions, total pricing, and its refund, return, cancellation, shipping, and delivery policies, and must honor those policies and all rights afforded to Customers under Applicable Law.

12.2 One-Way Order Flow; Merchant-Initiated Refunds. Peer Pay order flows are one-way for the original purchase. Once a Customer payment has been verified and onchain Settlement has occurred through supported smart contracts or other supported onchain mechanisms, Peer cannot unwind, reverse, claw back, release, or redirect that Settlement. Merchant-initiated refunds, returns, credits, corrections, duplicate-payment resolutions, or similar make-whole payments are separate transactions funded by Merchant, including through the Merchant Portal refund flow where available or through another lawful refund method selected by Merchant.

12.3 Refund Funding. Merchant is solely responsible for funding and issuing all refunds owed to its Customers, whether arising under Merchant's policies, Applicable Law, a Payment Platform's rules, a Dispute, or Section 13. Any refund is a new transaction initiated by the Merchant, Customer, seller, payment recipient, or relevant Payment Platform. Peer cannot initiate or force a fiat refund, reverse onchain Settlement, release funds, or move user assets.

13. CUSTOMER DISPUTES, CHARGEBACKS, AND REVERSALS

13.1 Merchant Responsibility. Merchant is responsible for customer service, order fulfillment, refunds, complaints, Disputes, product descriptions, shipping terms, cancellation terms, and any statements made to Customers in connection with the Merchant business, and bears all commercial and fraud risk on its sales.

13.2 Monitoring. Peer may monitor and review Dispute rates, fraud indicators, failed payments, Chargebacks, refund patterns, customer complaints, operational performance, compliance concerns, unusual transaction behavior, and other risk signals associated with a Merchant account.

13.3 TWENTY-FOUR (24) HOUR COOPERATION OBLIGATION. Time is of the essence with respect to this Section 13.3. In the event a Chargeback, duplicate payment issue, refund request, or Dispute is initiated by or on behalf of a Merchant's Customer, Peer expects, and Merchant shall provide, full cooperation within twenty-four (24) hours of notice from Peer, a Payment Platform, or the Customer, including each of the following within that twenty-four (24) hour period:

(a) acknowledging the Dispute or Chargeback and designating a responsible contact;

(b) determining and communicating whether Merchant, the Customer, the seller, the payment recipient, or the relevant Payment Platform will initiate any refund, correction, or new payment required by Merchant's policies, Applicable Law, Payment Platform rules, or the facts of the Dispute;

(c) producing all records and information relevant to the Transaction, including order details, communications, and proof of fulfillment or delivery; and

(d) taking any reasonable remediation steps requested by Peer.

Failure to comply with this Section 13.3 constitutes a material breach of these Terms and may result, at Peer's sole discretion, in immediate restriction, suspension, or termination of the Services, blocked payment handles, declined verification, paused checkout creation, required remediation, mandated tier adjustment, invoicing of associated amounts, fees, fines, and costs, contractual recovery, and any other remedy available at law.

13.4 Records. Merchant shall retain complete records of each Transaction (including Customer communications and fulfillment evidence) for at least twenty-four (24) months following the Transaction date and shall produce such records to Peer within twenty-four (24) hours of request.

13.5 Financial Responsibility. Merchant is liable for the full amount of every Chargeback, reversal, recall, duplicate payment, and refund relating to its Transactions, together with any associated Payment Platform fees or penalties, Peer Dispute or Chargeback support fees, and costs of investigation and recovery. Peer may recover such amounts by invoice payable within five (5) Business Days, by seeking contractual recovery, or by any other lawful means that does not require Peer to take custody, possession, or unilateral control of user funds or Settlement.

13.6 Excessive Disputes. Elevated Dispute, fraud, or Chargeback rates — including, without limitation, rates exceeding one percent (1%) of Transaction count or volume over any trailing thirty (30) or ninety (90) day period, or any threshold applied by a Payment Platform — may result in a mandated tier increase, volume or velocity limits, restricted interface access, paused checkout creation, declined verification, blocked payment handles, and/or termination of the Services, in each case at Peer's sole discretion.

13.7 No Manipulation. Merchant shall not attempt to evade, conceal, or manipulate Dispute or Chargeback exposure, including by issuing fictitious credits, re-billing Customers for disputed amounts, splitting transactions, processing disputed activity through a different account or provider to disguise its origin, or coercing Customers to withdraw Disputes.

13.8 Peer Support; No Direct Refunds. Peer support is best-effort, self-service, and informational. Peer may assist with records, notices, duplicate-payment support, recipient contact, Merchant Portal workflows, and merchant/customer coordination, but Peer cannot initiate or force a fiat refund, reverse onchain Settlement, release funds, or move user assets. Any refund is a new transaction initiated by the Merchant, Customer, seller, payment recipient, or relevant Payment Platform. Peer's determinations regarding Merchant's compliance with these Terms, risk controls, account restrictions, and contractual responsibility as between Peer and Merchant are final.

14. RISK CONTROLS; REMEDIATION; CONTRACTUAL RECOVERY

14.1 No Reserves or Settlement Control. Peer Pay is designed so that Peer does not take possession, custody, or control of Merchant funds, Customer funds, fiat currency, Digital Assets, or Settlement. These Terms do not create a rolling reserve, settlement holdback, delayed Settlement reserve, setoff against Settlement, or unclaimed-Settlement handling arrangement. Any collateral, guarantee, deposit, prepaid support arrangement, or fee-payment obligation must be documented in a separate written agreement or invoice flow.

14.2 Interface and Verification Controls. Peer may decline verification, pause new checkout creation, block payment handles, restrict dashboard or API functionality, require additional documentation, request remediation, preserve and provide records, delay onboarding, or terminate access where Peer determines that Merchant activity presents legal, compliance, fraud, chargeback, operational, financial, or reputational risk.

14.3 Contractual Recovery. If Merchant owes any amount to Peer, a Peer affiliate, a Payment Platform, a Customer, a seller, a payment recipient, or another party in connection with Merchant's use of the Services, Merchant remains responsible for that amount. Peer may invoice amounts owed, seek contractual recovery, draw on any separately agreed guarantee or collateral arrangement, or pursue other remedies available at law.

14.4 Operational Controls. Peer may request information, documentation, operational changes, or other remediation steps, and may restrict functionality, require additional documentation, impose operational controls, require remediation, delay onboarding, decline verification, or pause new checkout creation, where Peer determines that Merchant activity presents legal, compliance, fraud, chargeback, operational, financial, or reputational risk.

14.5 Amounts Owed. If at any time Merchant owes Peer any amounts under these Terms, including Chargebacks, refunds, fees, fines, liquidated damages, or costs of investigation and recovery, those amounts are immediately due and payable by Merchant without demand unless an invoice or separate written agreement states otherwise. Peer may recover those amounts by invoice, draw on any separately agreed guarantee or security, legal action, or any other lawful means that does not require Peer to take custody, possession, or unilateral control of user funds or Settlement, and Merchant shall reimburse Peer's costs of recovery.

14.6 Inactive Accounts; Invalid Wallets. Peer may suspend or close any account with no Transaction activity for one hundred eighty (180) consecutive days or more. If Settlement cannot be completed because Merchant's designated wallet is invalid, inaccessible, compromised, or unverified, or because Merchant is unresponsive, Peer may restrict interface access, pause new checkout creation, request remediation, or require updated wallet information, but Peer does not take custody of the Settlement Asset and cannot release funds or move user assets.

15. SUSPENSION AND TERMINATION

15.1 Suspension or Termination by Peer for Cause. Peer reserves the right, in its sole and absolute discretion, to suspend, restrict, or terminate Merchant's access to the Services, in whole or in part, immediately and with or without prior notice, if Peer deems, determines, or reasonably suspects that Merchant has violated these Terms or any incorporated policy, or has: engaged in any Prohibited Industry or activity (Section 5); violated Section 3 (eligibility) or Section 4 (sanctions and jurisdictions); created unacceptable legal, compliance, fraud, credit, security, operational, financial, or reputational risk; provided inaccurate, false, or incomplete information; become subject to any bankruptcy, insolvency, receivership, assignment for the benefit of creditors, dissolution, or similar proceeding, or ceased to operate in the ordinary course of business; failed to respond to information requests; failed to comply with Section 13 (including the 24-hour obligation in Section 13.3); or used the Services in a manner that may harm Peer, Customers, partners, Payment Platforms, networks, or other merchants. Violations of Section 5.1 will result in immediate termination without notice.

15.2 Termination by Peer for Convenience. Peer may terminate these Terms and Merchant's access to the Services for any reason or no reason upon thirty (30) days' notice.

15.3 Termination by Merchant. Merchant may stop using the Services and close its account at any time, subject to settlement of all outstanding obligations.

15.4 Effect of Termination. Upon any suspension or termination: (a) all rights and licenses granted to Merchant cease; (b) Merchant shall immediately cease all use of the Services and remove all Peer marks, links, and integrations; (c) Peer may restrict interface access, pause new checkout creation, decline verification, block payment handles, preserve and provide records, request remediation, invoice amounts owed, seek contractual recovery, and pursue other remedies available at law; and (d) Merchant remains responsible for all obligations incurred before suspension or termination, including amounts owed, customer obligations, Dispute handling, Chargebacks, refunds, and compliance obligations.

15.5 Preservation; Investigation; Recovery. Peer may preserve account records, investigate activity, cooperate with lawful requests from authorities and Payment Platforms, seek recovery of amounts owed, and take any other action available under Applicable Law or any separate written agreement. To the extent permitted by Applicable Law, Peer may also report Merchant, its principals, and the circumstances of any suspension or termination to Payment Platforms, financial-institution partners, and industry fraud-prevention or terminated-merchant databases, and Merchant releases the Peer Parties from any liability arising from such good-faith reporting.

15.6 No Liability; No Obligation to Explain. To the maximum extent permitted by Applicable Law, Peer shall have no liability to Merchant or any third party arising from any suspension, restriction, declined verification, blocked payment handle, paused checkout creation, or termination under these Terms, and shall have no obligation to disclose its reasons except as required by Applicable Law.

15.7 Survival. Sections 1.4, 2, 3.4, 3.5, 4, 5, 7, 8.3, 10.2–10.9, 11.4, 12, 13, 14, 15.4–15.7, and 16 through 32 survive any suspension, termination, or expiration of these Terms.

16. THIRD-PARTY SERVICES AND NETWORKS

16.1 Dependencies. The Services may depend on third-party wallets, banks, exchanges, payment providers, Payment Platforms, blockchain networks, node and infrastructure providers, stablecoin issuers, compliance tools, identity providers, messaging services, and other external systems ("Third-Party Services").

16.2 No Responsibility. Peer is not responsible or liable for outages, errors, delays, losses, reversals, freezes, network congestion, provider decisions, account restrictions, wallet errors, smart-contract behavior, blockchain forks or reorganizations, depegging events, or any other acts or omissions of Third-Party Services or their operators.

16.3 Merchant Diligence. Merchant is responsible for understanding and accepting the risks of using Digital Assets, wallets, blockchain networks, payment rails, and Third-Party Services connected to its account, and for complying with all terms imposed by such Third-Party Services.

17. ASSUMPTION OF RISK

MERCHANT ACKNOWLEDGES AND AGREES THAT THE USE OF DIGITAL ASSETS AND BLOCKCHAIN NETWORKS INVOLVES SIGNIFICANT RISK, INCLUDING RISK OF TOTAL LOSS. SUCH RISKS INCLUDE, WITHOUT LIMITATION: PRICE AND PEG VOLATILITY; ISSUER, COUNTERPARTY, AND LIQUIDITY RISK; IRREVERSIBILITY OF ON-CHAIN TRANSFERS; LOSS OR COMPROMISE OF PRIVATE KEYS; THEFT, HACKING, PHISHING, OR MISAPPROPRIATION OF FUNDS, WALLETS, OR CREDENTIALS; SMART-CONTRACT VULNERABILITIES AND EXPLOITS; PROTOCOL CHANGES, FORKS, AND REORGANIZATIONS; NETWORK CONGESTION AND VARIABLE FEES; THIRD-PARTY PLATFORM FREEZES AND REVERSALS; AND EVOLVING LEGAL, TAX, AND REGULATORY TREATMENT. MERCHANT ASSUMES ALL SUCH RISKS AND IS SOLELY RESPONSIBLE FOR ITS OWN RISK MANAGEMENT, WALLET SECURITY, AND TREASURY DECISIONS, INCLUDING ANY DECISION TO HOLD, CONVERT, OR DISPOSE OF THE SETTLEMENT ASSET. AS BETWEEN MERCHANT AND PEER, MERCHANT BEARS ALL RISK OF LOSS, THEFT, OR DIMINUTION IN VALUE OF FUNDS AND VALUE OF EVERY KIND, ON EVERY SIDE OF EVERY TRANSACTION.

18. SERVICE AVAILABILITY AND CHANGES

18.1 As-Is Availability. The Services are provided on an "as is" and "as available" basis. Peer does not guarantee uninterrupted availability, continuous support, error-free operation, specific transaction outcomes, settlement timing, or compatibility with every merchant system or third-party provider.

18.2 Modifications. Peer may change, suspend, discontinue, replace, limit, or modify any feature, integration, workflow, support channel, network, payment rail, or service component at any time, with or without notice.

18.3 Maintenance. Peer may perform maintenance, deploy updates, add or remove functionality, change supported platforms, or alter technical requirements where Peer considers it necessary or appropriate.

19. INTELLECTUAL PROPERTY; LICENSE; FEEDBACK

19.1 Peer Ownership. Peer and its licensors retain all right, title, and interest in and to Peer Pay, the Merchant Portal, software, smart contracts, protocols, documentation, designs, trademarks, service marks, logos, APIs, SDKs, workflows, data, and related technology, including all intellectual-property rights therein. No rights are granted except as expressly stated in these Terms.

19.2 Limited License to Merchant. Subject to these Terms, Peer grants Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Merchant's internal business purposes of accepting Customer payments for Merchant's own approved goods and services.

19.3 Restrictions. Merchant shall not, and shall not permit any third party to: copy, modify, translate, or create derivative works of the Services; reverse engineer, decompile, or disassemble any portion of the Services except to the extent such restriction is prohibited by Applicable Law; rent, lease, resell, sublicense, distribute, or otherwise make the Services available to any third party; circumvent or interfere with any security, rate-limiting, or risk control; scrape, harvest, or extract data other than Merchant's own data via documented interfaces; use the Services to build, benchmark, or train a competing product or model; or remove or alter any proprietary notices.

19.4 Marks. Peer grants Merchant a limited, revocable license to display Peer's then-current marks and badges solely to identify Peer Pay as an accepted payment method, in accordance with Peer's brand guidelines. All goodwill arising from such use inures to Peer. Merchant shall cease all use of Peer's marks immediately upon termination or upon Peer's request.

19.5 Feedback. If Merchant provides feedback, suggestions, requests, or ideas, Peer may use them perpetually and irrevocably, without restriction, attribution, or obligation to Merchant.

19.6 Publicity. Peer may identify Merchant by name and logo as a user of the Services in customer lists and marketing materials unless Merchant opts out by written notice to Peer.

20. CONFIDENTIALITY

20.1 Obligation. Merchant must protect, and use solely as necessary to use the Services, all non-public information received from Peer, including API keys, technical documentation, security information, pricing arrangements, operational details, and any other information identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Merchant shall protect Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

20.2 Exclusions; Compelled Disclosure. Confidential Information does not include information that is or becomes public through no fault of Merchant, was lawfully known to Merchant without restriction before disclosure, is independently developed without use of Confidential Information, or is lawfully received from a third party without restriction. Merchant may disclose Confidential Information to the extent required by law, provided Merchant gives Peer prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

20.3 Duration. Confidentiality obligations survive for three (3) years after termination, and indefinitely with respect to trade secrets and security information.

21. DATA PROTECTION AND PRIVACY

21.1 Peer Processing. Peer may collect, process, and retain Merchant account information, transaction information, device and technical data, and usage information to provide, secure, monitor, improve, and support the Services; to conduct verification, risk, fraud, sanctions, and compliance activities; and to comply with legal, operational, risk, and compliance obligations, in accordance with Peer's Privacy Policy.

21.2 Merchant Obligations. Merchant is responsible for providing legally adequate notices to, and obtaining all legally required consents and authorizations from, its Customers, personnel, and service providers in connection with its use of the Services, including with respect to any personal data Merchant submits to or through the Services. Merchant shall comply with all applicable data-protection and privacy laws and shall not submit to the Services any personal data beyond what the Services are designed to collect, including any special or sensitive category data, except as expressly supported.

21.3 Security Incidents. Each party shall notify the other without undue delay upon confirming a security incident materially affecting the other party's data in its control, and shall reasonably cooperate in remediation, subject to legal constraints.

22. TAXES

Merchant is solely responsible for determining, collecting, reporting, withholding, and remitting all taxes, duties, levies, and similar charges arising from its sales, its business, and its receipt, holding, conversion, or disposition of the Settlement Asset, in every applicable jurisdiction. All amounts payable to Peer are exclusive of taxes; if any withholding or deduction is required by law on amounts payable to Peer, Merchant shall gross up such amounts so that Peer receives the full amount it would have received absent such withholding. Peer may collect tax information and make information reports to tax authorities where required by Applicable Law. Peer provides no tax advice.

23. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL RELATED SOFTWARE, CONTENT, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PEER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AVAILABILITY, SECURITY, ACCURACY, AND ERROR-FREE OR UNINTERRUPTED OPERATION, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

PEER DOES NOT WARRANT THAT THE SERVICES WILL MEET MERCHANT'S REQUIREMENTS, ACHIEVE ANY PARTICULAR COMMERCIAL RESULT, PREVENT FRAUD, AVOID DISPUTES OR CHARGEBACKS, SATISFY MERCHANT'S REGULATORY OBLIGATIONS, OR REMAIN COMPATIBLE WITH ANY THIRD-PARTY SYSTEM, PAYMENT PLATFORM, OR NETWORK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PEER OR THROUGH THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

MERCHANT USES THE SERVICES AT ITS OWN RISK AND REMAINS SOLELY RESPONSIBLE FOR ITS BUSINESS OPERATIONS, CUSTOMER RELATIONSHIPS, LEGAL COMPLIANCE, PAYMENT DECISIONS, AND RISK MANAGEMENT.

24. LIMITATION OF LIABILITY

24.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PEER AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SERVICE PROVIDERS, LICENSORS, AND PARTNERS (COLLECTIVELY, THE "PEER PARTIES"), WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

24.2 Excluded Events. WITHOUT LIMITING SECTION 24.1, THE PEER PARTIES WILL NOT BE LIABLE FOR MERCHANT BUSINESS LOSSES, DOWNTIME, CUSTOMER DISPUTES, CHARGEBACKS, FRAUD, PAYMENT REVERSALS, REGULATORY ACTION AGAINST MERCHANT, THIRD-PARTY PROVIDER OR PAYMENT PLATFORM FAILURES OR DECISIONS, BLOCKCHAIN OR NETWORK CONDITIONS, DIGITAL ASSET PRICE OR PEG MOVEMENTS, WALLET ERRORS, LOST OR COMPROMISED KEYS, USER MISTAKES, OR DECISIONS BY BANKS, EXCHANGES, PAYMENT PROVIDERS, OR OTHER THIRD PARTIES.

24.3 No Liability for Lost or Stolen Funds. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PEER PARTIES SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, THEFT, MISAPPROPRIATION, MISDIRECTION, DESTRUCTION, FREEZE, SEIZURE, FORFEITURE, OR UNRECOVERABILITY OF ANY FUNDS, FIAT CURRENCY, DIGITAL ASSETS, OR OTHER VALUE OF ANY KIND, ON ANY SIDE OF ANY TRANSACTION (FIAT, DIGITAL ASSET, OR OTHERWISE), HOWEVER ARISING, INCLUDING ARISING FROM: HACKING, EXPLOITS, PHISHING, OR OTHER CYBERATTACKS; COMPROMISED, LOST, OR STOLEN CREDENTIALS, API KEYS, DEVICES, WALLETS, OR PRIVATE KEYS; SMART-CONTRACT OR PROTOCOL VULNERABILITIES; MISTYPED, INCORRECT, OR INACCESSIBLE WALLET ADDRESSES; ACTS OR OMISSIONS OF MERCHANT, CUSTOMERS, OR OTHER THIRD PARTIES; PAYMENT PLATFORM OR FINANCIAL-INSTITUTION REVERSALS, FREEZES, HOLDS, OR ACCOUNT CLOSURES; FRAUD OR THEFT BY ANY PERSON; OR GOVERNMENTAL, REGULATORY, OR LEGAL ACTION.

24.4 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE PEER PARTIES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID BY MERCHANT TO PEER FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (b) ONE HUNDRED U.S. DOLLARS (US$100), UNLESS A SEPARATE WRITTEN AGREEMENT SIGNED BY PEER STATES OTHERWISE OR APPLICABLE LAW REQUIRES A DIFFERENT RESULT.

24.5 Time Limit on Claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED.

24.6 Basis of the Bargain. The allocations of risk in Sections 23 and 24 are fundamental elements of the bargain between the parties, and the Services would not be provided on these economic terms without them. Some jurisdictions do not allow certain exclusions or limitations; in such jurisdictions, the foregoing apply to the fullest extent permitted.

25. INDEMNIFICATION

25.1 Merchant Indemnity. Merchant will defend, indemnify, and hold harmless the Peer Parties from and against any and all claims, demands, actions, investigations, losses, liabilities, damages, penalties, fines, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Merchant business and Merchant's products, services, marketing, and content; (b) any Customer relationship, Dispute, Chargeback, or refund; (c) any actual or alleged unlawful activity by Merchant or any person acting through its account; (d) Merchant's breach of these Terms or any representation or warranty herein; (e) Merchant's misuse of the Services; (f) Merchant's violation of any Applicable Law, Sanctions, Payment Platform terms, or third-party right (including intellectual-property and privacy rights); and (g) taxes, licensing, and regulatory requirements applicable to Merchant.

25.2 Procedure. Peer will provide Merchant with notice of any indemnified claim (provided that delayed notice relieves Merchant only to the extent of actual prejudice). Merchant may assume the defense with counsel reasonably acceptable to Peer; Peer may participate with its own counsel at its own expense, and may assume sole control of any matter that involves Sanctions, regulatory exposure, or Peer's intellectual property. Merchant shall not settle any claim in a manner that admits liability of, or imposes any obligation or restriction on, any Peer Party without Peer's prior written consent.

26. COMPLIANCE AUDITS AND INFORMATION RIGHTS

Upon reasonable notice, Peer or its designee may review and audit Merchant's compliance with these Terms, including by reviewing Merchant's websites, applications, checkout flows, marketing, fulfillment evidence, and records relating to the Services; conducting test transactions; and requesting documentation under Section 8.2. Merchant shall reasonably cooperate with all such reviews. Peer's audit rights survive for two (2) years following termination. If Peer receives any subpoena, court order, garnishment, levy, or governmental or regulatory inquiry relating to Merchant, its account, or its Transactions, Merchant shall reimburse Peer's reasonable costs of responding and complying, including attorneys' fees, except where prohibited by Applicable Law. If any audit or review reveals a material breach of these Terms, Merchant shall also reimburse Peer's reasonable costs of the audit or review.

27. NOTICES

27.1 To Merchant. Peer may provide notices to Merchant via the Merchant Portal, the email address associated with the account, or other electronic means, and such notices are deemed received when posted or sent. Merchant consents to receiving communications, disclosures, and notices electronically.

27.2 To Peer. Legal notices to Peer must be sent in writing by email to team@zkp2p.xyz, and are deemed received upon confirmed delivery.

28. FORCE MAJEURE

Peer will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental or regulatory action, sanctions, embargoes, utility or telecommunications failures, internet or hosting failures, cyberattacks, blockchain network failures, congestion, forks, or outages, Payment Platform or financial-institution actions or outages, and failures of Third-Party Services.

29. UPDATES TO THESE TERMS

Peer may, in its sole and absolute discretion, update, amend, restate, or replace these Terms, and any incorporated policy, fee schedule, fee structure, or tier structure, in whole or in part, at any time and from time to time. Updated Terms may be posted in the Merchant Portal, provided through another electronic notice, or made available through other reasonable means, and are effective upon posting or as otherwise stated. Continued access to or use of the Services after updated Terms become effective constitutes acceptance of the updated Terms, subject to Applicable Law and any separate written agreement between Peer and Merchant. If Merchant does not agree to updated Terms, Merchant's sole remedy is to stop using the Services and close its account.

30. GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

30.1 Governing Law. These Terms, and any dispute, claim, or controversy arising out of or relating to them or the Services (each, a "Claim"), are governed by the laws of the State of California, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30.2 Informal Resolution. Before initiating any proceeding, the party asserting a Claim shall provide the other party with written notice describing the Claim, and the parties shall attempt in good faith to resolve it within thirty (30) days.

30.3 Binding Arbitration. ANY CLAIM NOT RESOLVED INFORMALLY SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, BEFORE A SINGLE ARBITRATOR, SEATED IN SAN FRANCISCO, CALIFORNIA, CONDUCTED IN ENGLISH. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATOR HAS EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, OR ENFORCEABILITY OF THIS ARBITRATION AGREEMENT, EXCEPT THAT A COURT OF COMPETENT JURISDICTION SHALL DECIDE ANY QUESTION CONCERNING THE VALIDITY OR ENFORCEABILITY OF THE CLASS ACTION WAIVER IN SECTION 30.4.

30.4 Class Action and Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

30.5 Equitable Relief; Collections. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security or integrity of the Services, and Peer may bring collection actions for amounts owed in any court of competent jurisdiction. Merchant consents to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for all such matters and for any Claim not subject to arbitration.

30.6 Fees. Arbitration fees shall be allocated in accordance with the applicable rules. The prevailing party in any proceeding to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs to the extent permitted by Applicable Law.

31. EXPORT AND GOVERNMENT USE

The Services, and any software or technology provided in connection with them, may be subject to export-control laws. Merchant shall not export, re-export, or transfer the Services or any related technology in violation of such laws, and represents that it is not prohibited from receiving the Services under the laws of the United States or any other applicable jurisdiction.

32. GENERAL PROVISIONS

32.1 Entire Agreement. The Agreement (as defined in Section 1.4) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

32.2 Assignment. Merchant may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise (including by change of control), without Peer's prior written consent, and any attempted assignment in violation of this Section is void. Peer may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets.

32.3 Severability; Reformation. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and, if necessary, reformed or limited to the minimum extent required, and the remaining provisions shall remain in full force and effect.

32.4 No Waiver. No failure or delay by Peer in exercising any right, power, or remedy operates as a waiver thereof, and no single or partial exercise precludes any other or further exercise. Any waiver must be in writing and signed by Peer to be effective.

32.5 No Third-Party Beneficiaries. Except for the Peer Parties (each of which may enforce Sections 24 and 25), there are no third-party beneficiaries of these Terms.

32.6 Independent Parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship.

32.7 Interpretation. Headings are for convenience only. "Including" and similar terms are deemed followed by "without limitation." The word "or" is not exclusive. No rule of construction applies against the drafting party.

32.8 Electronic Execution; Records. These Terms may be accepted electronically, and electronic acceptance, signatures, and records have the same force and effect as originals. Merchant will not contest the validity or enforceability of these Terms on the ground that they were accepted or maintained electronically.

32.9 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls.

32.10 Remedies Cumulative. Except as expressly stated otherwise, all rights and remedies of Peer under these Terms are cumulative and in addition to all other rights and remedies available at law or in equity.

32.11 Subcontracting. Peer may perform any of its obligations, and exercise any of its rights, through its affiliates, service providers, and subcontractors.

32.12 California Civil Code Section 1542 Waiver. With respect to any release given under these Terms, Merchant waives the benefits and protections of California Civil Code Section 1542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Merchant acknowledges that this waiver is a material inducement for Peer to provide the Services and that Merchant has had the opportunity to consult with counsel regarding its consequences.

CONTACT

P2P Labs Inc. (Peer)

team@zkp2p.xyz

https://peer.xyz