Merchant Agreement

1. About this agreement

This Merchant Agreement is between you, the business that creates a WentPay merchant account, and Rothcroft LLC, registered at Albuquerque, Bernalillo County, NM 87110, USA (New Mexico Business ID 4221701, EIN 98-1961552) ("WentPay", "we", "us"). It applies to the WentPay dashboard, the merchant API, the checkout we host for your customers, webhooks, the wentpay.js library and any related services (together, the "Services").

You accept this agreement by ticking the box when you create your account, or by using the Services. If you accept on behalf of a business, you confirm that you're allowed to bind that business. Our Privacy Policy explains how we handle personal data and forms part of this agreement.

2. What WentPay does, and what it doesn't

WentPay helps your customers ("Payers") pay you in supported stablecoins. We show the Payer which of their linked wallets can pay, prepare a transfer to your payout address for the exact amount, and confirm the transfer on the blockchain once it is final. We then tell your systems through the dashboard, the API and signed webhooks.

WentPay is non-custodial software. In particular, we:

• never receive, hold, pool or control your funds or your Payers' funds;
• never hold, generate or ask for private keys or seed phrases;
• never sign transactions on anyone's behalf;
• don't convert, exchange or settle currencies, and don't offer credit, interest or investment products.

Every payment is a single transfer from the Payer's wallet to your payout address that the Payer approves in their own wallet. WentPay is not a bank, payment institution, money transmitter, exchange or custodian, and nothing in this agreement makes us your agent for receiving funds.

3. Your account

Give us accurate information about yourself and your business and keep it up to date. You must turn on two-step verification and keep your password, authenticator device and API secret keys confidential. Secret keys belong on your server only, never in browser or mobile app code.

You're responsible for everything done with your account and keys. Tell us straight away at [email protected] if you think someone else has accessed them, and roll any affected keys from the dashboard.

4. Payout addresses

You register a payout address for each network you accept. Payments go only to these addresses, so make sure you control each one and that it can receive the asset on that network. A transfer sent to an address you gave us can't be recovered by WentPay.

Every payout address change needs a code from your authenticator. Your account's first three payout addresses take effect right away. For your protection, any change to an address, and any address added after those, takes effect only after a 24-hour waiting period, during which you can cancel it, and we email the account owner. Each payment keeps the payout addresses that were active when it was created.

5. Payments and confirmation

We mark a payment as succeeded only after we have verified on the blockchain that the expected amount of the expected asset reached your payout address from the Payer's linked wallet and that the transaction is final. A transaction reference sent by a browser is never enough on its own.

Fulfil orders when you receive the signed payment_intent.succeeded webhook (or after checking the payment through the API), not when the Payer's browser reports success.

Blockchain transfers are irreversible. Once final, WentPay can't cancel, reverse or redirect them. The Payer pays the network fee from their own wallet.

Stablecoins and blockchains carry risks outside our control, including network congestion or outages, forks, smart contract failures, an issuer freezing addresses or tokens, and a stablecoin losing its peg. You accept these risks when you choose to be paid in stablecoins.

6. Refunds, disputes and customer service

There are no chargebacks. Your contract for goods or services is with your customer, and you're responsible for delivering what you sold, for your refund and returns policy, and for handling customer complaints.

If you refund a Payer, you send the refund from your own wallet. WentPay may help by showing the address the payment came from, but doesn't send refunds for you.

7. Fees

You pay the fees shown to you in the dashboard or agreed with us in writing before you go live. Fees are invoiced to you separately; they are never deducted from your Payers' transfers. Fees exclude taxes, which you pay where applicable.

We'll give you at least 30 days' notice of any fee increase.

8. Your legal obligations

You're responsible for complying with the laws that apply to your business, including consumer protection, tax, accounting, data protection, and any licensing, anti-money-laundering or customer identification duties that apply to you.

We may screen wallet addresses against sanctions lists and use other risk signals. We may decline, hold back or report activity where the law requires it or where we reasonably suspect fraud, sanctions violations or other illegal activity.

9. Prohibited businesses and uses

You may not use WentPay for, or to sell:

• anything illegal where you or your customers are located;
• activity involving sanctioned persons, entities or territories, or attempts to evade sanctions;
• money laundering, terrorist financing, or receiving the proceeds of crime;
• unlicensed gambling, unlicensed financial, investment or money transmission services, or securities offerings;
• mixers, tumblers or other services designed to obscure the origin of funds;
• weapons, explosives, illegal drugs or drug paraphernalia;
• content or services that exploit minors or involve non-consensual material;
• fraud, pyramid or Ponzi schemes, deceptive marketing, or goods that infringe intellectual property.

You also may not interfere with the Services, test their security without our written permission, or use WentPay to process payments for another business without our written agreement.

10. Data protection

Through the dashboard, API and webhooks you receive information about Payers who paid you, such as their email address, wallet address and payment details. You act as an independent controller of that information and must handle it lawfully, including by giving your customers your own privacy notice.

WentPay processes Payer accounts and checkout data as its own controller, as described in our Privacy Policy.

11. API, software and brand

While this agreement is in force we give you a non-exclusive, non-transferable licence to use the API, wentpay.js and our documentation to integrate WentPay into your own websites and apps. Don't copy, resell or reverse engineer the Services beyond what the law allows.

You may use the WentPay name and logo only to show that you accept WentPay, as provided in our integration materials. You let us name your business as a WentPay merchant unless you tell us not to.

12. Availability and changes to the Services

We work to keep the Services available and secure, but we don't promise they will be uninterrupted or error-free, and blockchains and the infrastructure that connects to them are outside our control. We may change the Services, for example to add or remove networks or assets; if a change materially reduces what you can do, we'll give you reasonable notice.

13. Suspension and ending this agreement

You can close your account at any time. We can end this agreement with 30 days' notice. We may suspend or close your account immediately if you seriously breach this agreement, if required by law, or if we reasonably believe your account is being used for fraud, prohibited activity or puts others at risk. Where the law allows, we'll tell you why.

When the agreement ends, your access to the Services stops. Payments already final on the blockchain are unaffected, and the sections that by their nature should survive (such as fees owed, liability and disputes) continue.

14. Disclaimers

Except as expressly stated in this agreement, the Services are provided "as is". We make no promise about the value, stability or legal status of any stablecoin, and nothing we provide is financial, investment, legal or tax advice.

15. Liability

Nothing in this agreement limits liability that can't be limited by law, such as liability for fraud or for death or personal injury caused by negligence.

Otherwise, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data. Our total liability in any 12-month period is limited to the fees you paid us in that period. We're not liable for funds sent to an address you provided, for transfers you or a Payer approved, or for losses caused by blockchains, wallets, stablecoin issuers or other third parties.

16. Indemnity

You'll compensate us for reasonable losses and costs arising from claims by third parties about your products or services, your breach of this agreement, or your breach of law.

17. Changes to this agreement

We may update this agreement. We'll tell you about material changes by email or in the dashboard at least 30 days before they take effect, unless a change is required sooner by law. If you don't agree, you can close your account before the change takes effect. The version and date of the agreement you accepted are recorded with your account.

18. Governing law and disputes

This agreement is governed by the laws of the State of New Mexico, USA. The courts of Albuquerque, New Mexico, USA have jurisdiction over any dispute, except that either party may seek urgent relief in any competent court.

19. Contact

Questions about this agreement: [email protected]. Notices to us: Rothcroft LLC, Albuquerque, Bernalillo County, NM 87110, USA.