Merchant Services Agreement

1. Parties, acceptance, and the documents that make up this Agreement

1.1 Parties

This Merchant Services Agreement (this "Agreement") is between:

Zoyn Technologies Inc., a Wyoming corporation, doing business as "Zoyn" ("Zoyn," "we," "us," "our"), which operates the Zoyn platform (the "Platform") — company details at /legal/entity-disclosure; formal notices go to the registered agent named in Section 17; and
the business identified and authenticated at sign-up ("Merchant," "you," "your").

Where an independent sales organization or referral partner introduced the Merchant or is a payee of a Splitter or fee Splitter deployed for the Merchant (Section 4), it is an "ISO Partner." An ISO Partner is not a party to this Agreement (Section 5a).

1.2 One agreement, accepted once

This is the one agreement a merchant accepts. By accepting it you also accept, as part of it, each of the following documents, which are incorporated by reference:

the Terms of Service at /legal/tos, including Annex A (Acceptable Use Policy) and Annex B (Geographic Restrictions);
the Privacy Policy at /legal/privacy-policy, as a statement of Zoyn's practices as controller of your account data (it describes rather than creates obligations on you); and
the Data Processing Agreement at /legal/dpa, which governs Zoyn's processing of personal data for you as your processor.

The following Schedules are set out at the end of this Agreement and are part of it: Schedule 1 (Fee Schedule) and Schedule 2 (Sanctions Attestation). Your responsibilities as holder of your own keys (formerly the BYOK Holder Acknowledgement) are in Section 10; your consent to electronic records (formerly the Electronic Records and Signatures Consent) is in Section 1.5; your merchant category attestation is Section 4.4 of the Terms of Service.

1.3 How you accept, and what is recorded

You accept this Agreement through the authenticated dashboard sign-up: the page states, above the acceptance control, which documents you are accepting, and a single acceptance act accepts this Agreement, every Schedule, and every incorporated document together. That act is your electronic signature (Section 1.5). Zoyn does not ask you to draw a signature, and no third-party signing service is involved.

Zoyn keeps an electronic record of each acceptance, including the account that accepted and the date and time of acceptance. The documents accepted are the ones published on Zoyn's website at that time, each showing its Effective Date at the top. Acceptance is by an authorized signer for the business, and this Agreement binds that business.

1.4 Which text applies, and order of precedence

Which text applies. This Agreement and each incorporated document apply in the form published on Zoyn's website, with the Effective Date shown at the top of each. A document changes only as Section 17 describes.

Order of precedence, highest first:

the Data Processing Agreement, on the processing of personal data (controller and processor roles, sub-processors, transfers, security measures, data-subject rights) — it controls over this Agreement on those subjects and stays separately enforceable as a standalone data-processing agreement for GDPR Article 28 and equivalent laws;
this Agreement (including Schedule 2), on every other subject;
Schedule 1 (Fee Schedule), as to the specific fee percentage and other numbers in force for your account — Section 5 governs how they apply on-chain; Schedule 1 governs what they are; and if the percentage in your Schedule 1 acceptance record differs from any range or example stated elsewhere, your recorded percentage is your fee;
the Terms of Service (including its Annexes), except that where the Terms of Service give a higher liability cap for a claim, that higher figure governs (Section 13.2), and the Terms of Service §9.1 controls on matters of Beta status.

Your representations, acknowledgements, and consents in Sections 1.5, 6, 8, 10, and 10c and in Schedule 2 supplement, and do not expand, Zoyn's obligations.

1.5 Consent to electronic records and signatures

Scope. By accepting this Agreement you consent to conduct your whole relationship with Zoyn electronically. That covers every agreement, disclosure, notice, receipt, amendment, policy update, and other record about your Zoyn account ("Records"), now or in future, your acceptance of this Agreement, and any later electronic acceptance Zoyn asks for through the dashboard (including a fee acceptance under Schedule 1).

Electronic signature. Your acceptance act has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state Uniform Electronic Transactions Act (UETA) enactments. Zoyn records it as described in Section 1.3 and keeps that record.

What you need. To receive and keep Records electronically you need: (1) a device with a current, supported web browser (a recent Chrome, Firefox, Safari, or Edge) with JavaScript and cookies enabled; (2) an active email address on file with Zoyn or, for employee accounts provisioned without email, access to the account owner who receives notices for you; and (3) an internet connection, and enough storage or a printer if you want to keep copies. If these requirements change in a way that creates a material risk you cannot access or keep Records, Zoyn will tell you and let you withdraw consent without charge.

Paper copies. You may ask for a free paper copy of any Record you accepted by contacting dev@zoyn.com. Accepted documents also stay viewable in the dashboard while your account is open, and each can be printed or saved from your browser.

Withdrawing consent. You may withdraw consent at any time by contacting dev@zoyn.com. Withdrawal takes effect after a reasonable time to process it and does not affect Records already accepted. Because Zoyn is an online service that executes all agreements electronically, withdrawal means Zoyn cannot keep providing the Platform, and your account will be closed under Section 11. There is no fee for withdrawal.

Contact details. You must keep your account email and other contact details accurate so Zoyn can deliver Records; you can update them in dashboard settings or through dev@zoyn.com.

Business capacity. You give this consent for a business. You confirm you are authorized to consent to electronic Records and signatures for that business, and that this consent binds the business identified during onboarding.

2. Definitions

"Base" — the Base layer-2 network on which digital-asset settlement occurs.
"Split" / "Splitter" — the on-chain payment-splitter contract through which settlement for the Merchant is divided (deployed from a contract standard published by thirdweb), whose payees and shares are set when it is created and are designed not to be changeable afterward. Zoyn deploys the Splitter, and the administrative role on it is held on the Zoyn side. The Splitter is not created, supplied, owned, or administered by the Merchant. "The Merchant's Splitter" is shorthand for the Splitter deployed for the Merchant's settlement; it is not a statement that the Merchant owns, controls, or wrote it. What the Merchant supplies is its payout wallet address and its own thirdweb credentials (Sections 6 and 10).
"BYOK" — "Bring Your Own Key": the Merchant's own thirdweb account and the API secret key the Merchant creates in it. The account is the Merchant's; the key is issued by, entered by, and revocable by the Merchant, and retained by Zoyn on the terms in Section 10.
"On-ramp Provider" — an independent card or fiat provider, operating under its own licences and registrations, reached through thirdweb's Universal Bridge (for example Stripe, Coinbase, or Transak), acting under its own terms. The On-ramp Provider, and not Zoyn, is the regulated party for the card or fiat step: under its own terms it is the merchant of record for that purchase, it performs the identity (KYC) verification and sanctions screening on the buyer for it, and it is responsible for holding and disclosing the licences and registrations its own activities require (Section 7). This Agreement does not fix the set of On-ramp Providers or name the one that will serve any buyer, and naming a provider above is not a statement that it is available for any payment. Which providers can serve a payment is decided at that time, by thirdweb and the providers, based on the buyer's country and currency, the token being delivered, and the destination address. Zoyn does not select the provider, does not warrant that any named provider is available, and the set may change without notice.
"Fee Share" (also called the "Platform Fee") — the fixed share of each settlement, in basis points, that is not paid to the Merchant, encoded as a fixed payee of the Splitter when it is created. The two names mean the same amount; neither creates a second charge. Where an ISO Partner is involved, its commission is carved out of the Fee Share and is not an extra charge; Zoyn keeps the Fee Share less that commission (Sections 4 and 5a).

3. What Zoyn provides, and the narrow scope in which Zoyn acts for you

The Platform is software that helps the Merchant configure on-chain payment settlement and manage payment links, reporting, notifications, and merchant-branded emails, using the Merchant's own BYOK account.

Narrow agency. Zoyn acts as the Merchant's agent only for the specific, limited actions below, and for no others. Zoyn does not hold custodial title to any funds. Zoyn holds no private key to any wallet; but the Merchant's thirdweb Secret Key, which Zoyn stores (Section 10), can itself make thirdweb sign and send transactions from wallets inside the Merchant's thirdweb project (Section 10.3). Zoyn uses the Secret Key to have a transaction signed and sent only as item (d) below allows. Zoyn never uses it to move any buyer's payment anywhere other than the Merchant's Splitter, never uses it to change the amount or destination of a payment, and never uses it to send any digital asset to Zoyn or to anyone else. Zoyn does not move funds out of its own treasury through the dashboard. The authorized uses of the Merchant's thirdweb Secret Key are:

(a) checking that the Merchant's Client ID and Secret Key are a valid pair, when the Merchant pastes or rotates them;

(b) registering, maintaining, and removing Zoyn's own payment-notification webhook on the Merchant's thirdweb project;

(c) reading the Merchant's own thirdweb records, for reconciliation, reporting, and checking that card payments can be offered (Section 4A), excluding buyer sign-in identities (such as email addresses) held in the Merchant's thirdweb project. Zoyn will not use the Secret Key to look up, list, copy, or store any buyer's sign-in identity;

(d) where card payments are offered for the Merchant (Section 4A), having the Merchant's thirdweb project wallet (i) submit to the blockchain the one-time payment permission a buyer has signed for one of the Merchant's payment links, exactly as the buyer signed it — that amount, to that link's Splitter, within the buyer's 24 hours — and nothing else; and (ii) pay the network fee for that submission from the ETH Zoyn places in that wallet under Section 4A.3. In doing so neither Zoyn nor the project wallet can change the amount, the destination, or the time limit: any change makes the buyer's signature invalid and the blockchain refuses it. From the date Zoyn tells the Merchant in writing, this item also covers (iii) having that wallet trigger distribution of the Merchant's Splitter, which pays only the payees fixed in it, in the shares fixed in it; and

(e) keeping the Merchant's payment address on the list of web addresses the Merchant's thirdweb project allows, so that payment pages and buyer sign-in work on it.

Payment links are built from the Merchant's public Client ID only and do not use the Secret Key.

Deploying the Splitter is not an agency act. Zoyn deploys the Splitter on Zoyn's own infrastructure credential, as Zoyn's own act, not as the Merchant's agent. It is outside the narrow agency above, and nothing in this Section means the Merchant instructed, authored, or took responsibility for the deployment (Sections 2 and 4).

NON-CUSTODIAL SOFTWARE. Zoyn holds no Merchant funds at any point. Buyer funds never pass through, and never rest in, a Zoyn-controlled wallet, and never rest in the Merchant's thirdweb project wallet. A buyer's payment moves from the buyer's own wallet to the Splitter in a single on-chain transfer. For a card payment under Section 4A, the On-ramp Provider first delivers the digital assets to the buyer's own wallet; the transfer is then made under a one-time permission the buyer signed for that payment's exact amount, to that payment link's Splitter, valid for 24 hours, and is submitted to the blockchain by the Merchant's thirdweb project wallet as Section 3(d) describes. Until it is submitted, the money stays in the buyer's wallet. The Splitter is an on-chain contract published by a third party — not a Zoyn wallet or account, and not something Zoyn can spend from. Zoyn holds no private key to any Merchant or buyer wallet; what the Merchant's stored Secret Key can do is set out in Sections 3 and 10.3. Once a payment has reached the Splitter, it is payable only to the payees fixed in the Splitter. Zoyn cannot reverse or redirect a settlement that has occurred.

No key, and no lever, once a payment has settled. Zoyn holds no key to the Splitter: no key exists anywhere by which Zoyn could move the Merchant's settled funds out of the Splitter to anyone other than its fixed payees. The only Zoyn-owned address that receives anything from a payment is the one that receives Zoyn's own Fee Share. Any other Zoyn wallet only pays network costs — it may deploy a Splitter, trigger distribution, or send ETH for network fees to the Merchant's thirdweb project wallet (Section 4A.3) — and never sends, receives, or holds any part of a payment. The wallet used to deploy a Splitter is never a payee of it. Distribution from a Splitter is permissionless — anyone, including the Merchant, may trigger it, and it pays only the fixed payees in the fixed shares — so Zoyn cannot gate, delay, or withhold the Merchant's settled money, and there is no mechanism by which it could.

Before a card payment settles. Zoyn's software decides whether and when to submit a buyer's signed card payment, and does not submit it if the amount owed has changed, the link has ended, or the Merchant is suspended. Until it is submitted, the money stays in the buyer's own wallet; it is never held by Zoyn or by the Merchant. Section 10 describes what the Merchant's own thirdweb key can do.

Zoyn's fee. Zoyn's own Fee Share is paid to a Zoyn-controlled address as a fixed payee of the Splitter, at the end of the settlement and in the share the Merchant agreed (Sections 4 and 5). It is the only value Zoyn receives out of a payment, it is paid by the contract rather than by Zoyn, and it is publicly visible on Base.

4. THE ON-CHAIN SPLITTER — WHO IS PAID, WHO DEPLOYS IT, AND EXACTLY WHAT ZOYN CAN AND CANNOT DO

How a payment settles. A buyer's payment reaches the Splitter's address in one transfer from the buyer's own wallet (for a card payment, under the one-time permission described in Section 4A). The Splitter divides what it receives among the payees fixed in it at creation, in the shares fixed at that moment. No Zoyn wallet ever receives or holds a buyer's payment on its way to that contract.

Who the payees are. Each Splitter pays the Merchant's payout wallet and a Fee Share leg, which goes to Zoyn or to a separate fee contract that pays Zoyn and any ISO Partner; older Splitters may pay those two directly. The contract itself — which the Merchant can read on Base at any time — is authoritative about its payees and shares, and existing Splitters continue on their deployed terms.

Who deploys and who administers. Zoyn deploys the Splitter, on Zoyn's own infrastructure credential, and the administrative role on the deployed contract is held on the Zoyn side, not by the Merchant. The signing key for the deployment is held by thirdweb's key-management service; Zoyn holds a revocable API credential and no signing key.

What is fixed and cannot be changed by anyone. The payees and their shares (in basis points) are fixed when the Splitter is created and enforced by the contract itself — not by Zoyn, this Agreement, or the administrative role. Zoyn, the Merchant, an ISO Partner, and everyone else are unable to change them. Distribution is permissionless: anyone, including the Merchant, may trigger it, and it pays only the preset payees in the preset shares. No caller, Zoyn included, can name a recipient, amount, or proportion.

What Zoyn can do with a deployed Splitter. (a) Zoyn's systems may trigger distribution, but Zoyn is not required to do so at any time or frequency. (b) Zoyn may stop triggering distribution, for example during a compliance review; the funds stay payable to the fixed payees, and anyone may trigger distribution. (c) Zoyn may set the payout address used for future Splitters where needed for security or compliance reasons, and will tell the Merchant unless the law or a security concern prevents it; this cannot change a deployed Splitter or a settled balance. (d) Zoyn holds the administrative role on the Splitter. None of this limits Zoyn's rights under Sections 8 and 11 or the Terms of Service.

THE SPLIT AND ZOYN'S FEE SHARE ARE NON-REVERSIBLE. Once digital assets settle into the Splitter on Base, the on-chain settlement — the Merchant's share, any ISO Partner share, and Zoyn's Fee Share — is final and cannot be reversed, cancelled, or charged back by the Platform, the Merchant, the ISO Partner, the buyer, or any technology provider. No one holds the keys to do so. A later card or fiat dispute (Section 7) or a Merchant refund does not reverse the settlement or Zoyn's Fee Share.

4A. CARD PAYMENTS THROUGH THE BUYER'S OWN WALLET

4A.1 How a card payment works. Where card payments are offered for the Merchant (Section 4A.2), a buyer who chooses to pay by card signs in on the Merchant's payment page through thirdweb's sign-in. The buyer may sign in with one of the sign-in methods thirdweb offers (for example an email code or a social account), in which case thirdweb creates a wallet for that buyer within the Merchant's thirdweb project, or may connect a wallet the buyer already has. Either way, the wallet is the buyer's. The key to a wallet thirdweb creates for a buyer is generated and held by thirdweb, not by Zoyn or the Merchant, and neither can sign for it; a wallet the buyer already had stays under the buyer's own control. Before paying, the buyer signs one permission for that payment: the amount then owed on the payment link, to that link's Splitter, usable once, within 24 hours. The values in that permission are supplied by the Platform from the payment link's records, and the Splitter is checked against the blockchain before the permission is submitted. For the payment, the Platform asks the buyer's wallet for no other signature or transaction. The On-ramp Provider delivers the digital assets to the buyer's wallet; the permission is then submitted under Section 3(d). If the amount owed has changed, the link has ended, the Merchant is suspended, or the 24 hours have passed, nothing is submitted, and the buyer's money stays in the buyer's wallet. Zoyn does not receive, hold, or forward any part of the payment.

4A.2 When card payments are offered. Card payments are offered for the Merchant automatically, without any request or setting, once the Merchant is approved and for as long as the Merchant's thirdweb project passes Zoyn's readiness check. Zoyn runs the check regularly. While the check does not pass, card payments are not offered: the card option is not shown to buyers, other ways to pay are not affected, and card payments are offered again automatically once the check passes. Removing the Secret Key from the Platform (Section 10.4) stops card payments for the Merchant. Zoyn may stop offering card payments for any or all merchants at any time.

4A.3 Network fees for card payments. Submitting a card payment uses a small blockchain network fee, paid in ETH from the Merchant's thirdweb project wallet. Zoyn pays these fees for the Merchant. Zoyn adds a small amount of ETH to that wallet when it is ready for card payments, and adds more whenever it runs low or a payment cannot be submitted for lack of fees. The Merchant is never charged for them. The Merchant authorises Zoyn to use the thirdweb credentials the Merchant provides to have that wallet submit its buyers' signed card payments and pay their network fees, as Section 3(d) describes, and for nothing else. The ETH Zoyn adds is provided only to pay those fees and, from the date Zoyn tells the Merchant in writing under Section 3(d)(iii), the network fee for distribution. It is not a payment to the Merchant, and the Merchant may not use it for anything else. If ETH is withdrawn or used for another purpose, Zoyn may stop adding ETH, stop offering card payments for the Merchant, and ask the Merchant to repay what was used otherwise. Zoyn may change how and when it adds ETH; if it stops, card payments are no longer offered to new buyers, and a payment a buyer has already signed is submitted only if the project wallet can still pay its fee, and otherwise Section 4A.4 applies. Zoyn records in its audit log each use of the Merchant's credentials for card payments, and the Merchant can ask for that record.

4A.4 If the project wallet cannot submit. If the Merchant's project wallet cannot pay the network fee for a buyer's signed payment, Zoyn adds ETH under Section 4A.3 and the wallet tries once more. If it still cannot submit, or cannot submit for any other reason (for example because the Merchant has removed its Secret Key), nothing is submitted: the buyer's money stays in the buyer's own wallet, and the permission can no longer be used once its 24 hours have passed. Zoyn records the reason for its staff. Zoyn never submits a buyer's payment from a Zoyn wallet.

5. FEES — ONE RATE, COLLECTED AS A FIXED ON-CHAIN SHARE

How the rate is set. Zoyn's Fee Share is proposed when the Merchant is approved and becomes the Merchant's rate only when an authorized person on the Merchant's account accepts it (Schedule 1). On that acceptance, and in the same step, Zoyn records against the Merchant's account: the accepted rate in basis points, the rate it replaced (if there was one), the date and time of acceptance, the authenticated user who accepted, and the date from which the accepted rate applies. Zoyn also writes an entry to its audit record, which is append-only and cannot be edited or deleted, and emails the Merchant a confirmation of what was accepted. The Fee Share is a percentage; it is not specific to any currency or asset. Zoyn cannot deploy a Splitter for a Merchant that has not accepted a Fee Share.

How it is collected. The Fee Share is collected only as a fixed payee of the Splitter, by the contract itself, at the moment each payment settles — never by invoice, never by deduction from a balance Zoyn holds (Zoyn holds none), and never by any other means. (Tax on the Fee Share, if any law imposes one, is dealt with separately under Section 8a.) Depending on the Splitter's form (Section 4), that payee is the Zoyn treasury wallet owned by Zoyn Technologies Inc. or the separate fee Splitter, which pays the Zoyn treasury wallet and the ISO Partner's commission wallet. The Merchant receives each payment net of the Fee Share; there is nothing to remit and no periodic billing. Zoyn does not custody, hold, or take possession of Merchant funds at any point.

Other parties' fees are separate. Any fee charged by thirdweb, a blockchain network, or an On-ramp Provider is separate from the Fee Share, is not part of it, is governed by that party's terms, and is not payable to Zoyn. Zoyn's checkout is configured so that the buyer pays thirdweb's protocol fee, on top of the amount the buyer sends, so the Merchant's Splitter receives the full amount of the payment link. That fee is thirdweb's, and Zoyn does not receive it. Fees a buyer pays to an On-ramp Provider are likewise the buyer's.

Your rate, and the only rate. A Split contract can technically encode a payee share of any size; that is a property of the contract standard, not a rate Zoyn may charge. Your Fee Share is the single percentage set at your approval and recorded in your Schedule 1 acceptance; it is the only rate Zoyn may collect from you, and it does not change unless you consent under the Fee Change Proposal mechanism below. Your rate, and Zoyn's most recent rate proposals to you and what happened to each, are shown on the fees page of your dashboard. Zoyn does not offer a Fee Share below 0.75% (75 basis points). Zoyn cannot raise your Fee Share by notice, by amending this Agreement, or by publishing an updated text of any document.

FEE CHANGES BY CONSENT ONLY. Because a Split's shares are immutable, no fee change alters an existing Splitter or any past settlement. A change applies only prospectively and only after the Merchant consents through the Fee Change Proposal mechanism: Zoyn proposes the new Fee Share, and may state a date from which it would apply; the Merchant reviews it in the dashboard and an authorized person on the Merchant's account affirmatively accepts it; Zoyn records the acceptance in the way described under "How the rate is set" above, including the date from which the accepted rate applies — where Zoyn has not stated a later date, that date is the moment of acceptance; and future payment links deploy a new Splitter encoding the agreed share. Until that acceptance is recorded, the existing rate governs, even if a change has been proposed or discussed. No fee change affects any payment already completed, any Fee Share already collected, or any settlement contract already created. A fee change always needs the Merchant's acceptance of the Fee Change Proposal described above; a change to this Agreement under Section 17 never changes the Merchant's Fee Share.

WHAT AN ACCEPTED CHANGE REACHES, AND WHEN. A Splitter cannot be changed once deployed. An accepted rate therefore governs the Splitters Zoyn deploys after it applies, and the payments that settle through them. A Splitter that was already deployed keeps paying the share encoded in it until Zoyn deploys a replacement, so for a short period after an accepted change some payments may still settle at the previous rate. Zoyn tells the Merchant when this is the case in the confirmation it emails on acceptance, and does not treat the previous rate as the agreed rate for any purpose other than what the deployed contract itself pays.

No refunds of the Fee Share. Termination does not entitle either party to a refund of any Fee Share on a payment completed before termination, and a Merchant's refund to a buyer does not reverse or reduce the Fee Share (Terms of Service §6.4).

5a. ISO PARTNERS ARE INDEPENDENT; NO AGENCY, NO PARTNERSHIP, NO JOINT VENTURE

An ISO Partner is an independent third-party sales channel. It is not Zoyn's agent, employee, representative, franchisee, joint venturer, or partner; it has no authority to bind Zoyn, make any representation for Zoyn, or vary this Agreement; and nothing in this Agreement or any commission arrangement creates a partnership, joint venture, agency, franchise, or employment relationship between Zoyn and an ISO Partner or between Zoyn and the Merchant. Where an ISO Partner introduced or assists the Merchant, it acts for the Merchant, and Zoyn is not responsible for its acts, omissions, advice, or statements. A statement by an ISO Partner is not a statement by Zoyn and does not change this Agreement. An ISO Partner may not request, receive, hold, or use the Merchant's wallet private keys, Zoyn credentials, or thirdweb credentials, and may not sign in as, or act as, the Merchant.

The ISO Partner's commission never increases what the Merchant pays. The Merchant agrees one rate — the Fee Share. Where an ISO Partner is involved, that Fee Share is divided between Zoyn and the ISO Partner: Zoyn keeps a minimum share that is a non-negotiable condition of the software licence, and the ISO Partner's commission comes only from the amount by which the agreed Fee Share exceeds that minimum. The division is made by the contracts in Section 4. Changing that division cannot change the Merchant's rate, which changes only under Section 5.

Commissions and other amounts between Zoyn and an ISO Partner are governed by the separate Partner Agreement and are not part of this Agreement. The Merchant acquires no rights under it, and an ISO Partner acquires no ownership of, or continuing right to, the Merchant's account, relationship, or data by reason of this Agreement. Nothing an ISO Partner asks Zoyn for changes the Merchant's account by itself. A change to the Merchant's Fee Share takes effect only when an authorized person on the Merchant's account accepts it in the dashboard, and the Merchant may decline it there (Section 5).

6. ADDRESS ACCURACY IS THE MERCHANT'S RESPONSIBILITY

ADDRESS ACCURACY. The Merchant warrants the accuracy of every wallet or beneficiary address it supplies, imports, or approves — including its payout address and any address configured for a location or branch — and bears the entire loss of an error in one. The same applies to its ISO Partner for any address the ISO Partner supplies. Because on-chain transfers cannot be undone, the Platform has no liability for funds sent to an address the Merchant or ISO Partner supplied or approved, except to the extent caused by Zoyn's own gross negligence, willful misconduct, or fraud.

Zoyn does not verify addresses the Merchant supplies. Value sent to a wrong address cannot be recovered by anyone.

ADDRESS CHANGES ARE PROSPECTIVE ONLY. Updating payout settings does not and cannot alter any past transfer or deployed Splitter. A settings change produces a new Splitter for future payments; past settlements to the earlier contract stay final.

CARD PAYMENTS. This Section 6 does not apply to the receiver or amount that the Platform supplies for a buyer's signed permission under Section 4A. Zoyn is responsible for supplying the receiver and amount recorded for the payment link, subject to Section 13.

7. TWO LAYERS; CARD DISPUTE AND CHARGEBACK RISK SITS 100% WITH THE MERCHANT

TWO SEPARATE LAYERS. A purchase may involve (a) a card/fiat step performed by an independent On-ramp Provider under its own terms and, as the merchant of record for that purchase; and (b) an on-chain settlement of USDC or EURC on Base. The Terms of Service §6 describes both, including what happens when a funding step succeeds and a later routing step fails.

WHO IS THE REGULATED PARTY ON THE MONEY LEG: THE ON-RAMP PROVIDER, NOT ZOYN. Where a buyer funds a purchase with a card or a bank transfer, the On-ramp Provider takes that money, converts it into digital assets, and delivers them, under its own terms and its own licences and registrations. Under those terms that provider is the merchant of record for that purchase, performs the identity (KYC) verification and sanctions screening on the buyer for it, decides any refund, chargeback, or dispute on it, and is responsible for holding and disclosing whatever licences and registrations its activities require. Zoyn does none of those things. Zoyn does not take, hold, convert, or transmit the buyer's money at any point in that step, is not a party to that transaction, and no Zoyn-controlled address is ever a step in it. The provider's own terms govern that step and are the Merchant's and the buyer's reference for it; Zoyn does not select the provider and makes no representation about any provider's licensing, registration, or compliance program — the responsibility, and the disclosure, are the provider's own.

ON-CHAIN FINALITY. Once digital assets settle on-chain, the transfer is final and cannot be reversed, cancelled, or charged back by the Platform, the Merchant, the buyer, or any technology provider.

CARD DISPUTES AND CHARGEBACKS STAY WITH THE PROVIDER AND THE MERCHANT. Any refund, chargeback, or buyer dispute about the card/fiat step is governed by the On-ramp Provider's terms and is between the buyer, the On-ramp Provider, and the Merchant. The Merchant bears 100% of off-chain card chargeback and buyer-dispute risk. The Platform has no role, lever, or liability in that step; because the on-chain settlement and Fee Share are non-reversible, a card dispute does not reverse them and creates no Zoyn refund or repayment obligation. Nothing in this clause waives a consumer right that the law does not allow to be waived (including card-network or Regulation E rights against the provider, or an EU 14-day statutory withdrawal right).

REFUNDS. Zoyn provides no refund feature. A refund is the Merchant's own transfer, from its own wallet, outside the Platform, at its own gas cost (Terms of Service §6.4).

8. MERCHANT'S OWN COMPLIANCE, KYB, TAX, AND CONSUMER-LAW DUTIES; ZOYN'S COMPLIANCE CONTROLS

THE MERCHANT ACKNOWLEDGES THAT ZOYN IS A SOFTWARE PROVIDER AND NOT A FINANCIAL INTERMEDIARY. In providing the Platform, Zoyn is not, and does not hold itself out as, a bank or other depository institution, a financial institution, a money services business or money transmitter, an escrow agent, a payment processor, payment gateway, payment facilitator, acquirer, or merchant of record, a broker, dealer, or investment adviser, or a custodian, exchange, or wallet provider. Zoyn licenses software that configures and orchestrates settlement the Merchant causes to occur on infrastructure run by third parties.

WHERE THE LICENCES SIT. The licensed and regulated parties in a payment are the On-ramp Provider on the card or fiat leg — which takes, converts, and delivers the buyer's money as merchant of record, under its own licences and registrations, and performs the identity and sanctions screening on that leg (Sections 2, 7, and 10a) — and the Merchant, for its own business, its own goods and services, and its own buyers (this Section 8). Zoyn licenses software to the Merchant. It is not in the money leg at all: no Zoyn-controlled address stands between a buyer and the Merchant's Splitter, and Zoyn holds no key by which it could move, gate, or withhold a settled payment (Sections 3 and 4).

This acknowledgment describes Zoyn's position; it is not a licence. It is not a government licence, registration, endorsement, safe harbor, or no-action relief, and does not guarantee any regulatory outcome. Zoyn is not licensed or regulated as any of the things listed, and nothing in this Agreement claims it is. Whether a law applies to Zoyn, the Merchant, or a payment is decided by that law and the relevant authority, not by this Agreement.

Zoyn does not verify customer identity for the card/fiat step — the On-ramp Providers do that, under their own licences and their own programs — and Zoyn does not file taxes or issue tax forms for the Merchant.

That does not make the underlying duties disappear. The Merchant is responsible for its own regulatory, know-your-business (KYB), beneficial-owner, tax, and consumer-protection obligations, and the On-ramp Provider is responsible for identity verification on the funding step. The Merchant represents, warrants, and promises that it will:

keep any licences, registrations, and KYB/AML controls that apply to its own business and business model, including any customer-identification, customer-due-diligence, anti-money-laundering, or Travel Rule obligation the law places on the Merchant for its own buyers or operations (Zoyn performs no identity-based screening or verification of the Merchant's buyers and does not represent that it does; depending on its business, jurisdiction, and volumes, the Merchant may be subject to the Bank Secrecy Act, FinCEN registration, state money-transmitter licensing, or other AML rules, and Zoyn assumes none of those obligations);
as the seller of record in every sale, determine, charge, collect, report, and remit any sales tax, VAT, GST, or similar tax on its sales, pay all taxes on its gross receipts, issue any tax invoice the law requires, and do its own information reporting (for example W-9/1099 or DAC8 equivalents) where the law puts that duty on it — Zoyn makes no such filings for it, and an invoice or other document the Platform lets the Merchant produce is not designed to meet any jurisdiction's tax-invoice requirements (Section 8a);
comply with consumer-protection, disclosure, and marketing laws where its buyers live;
give true, current business-category and business-activity information and update it on a material change (Terms of Service §4.4);
decide for itself whether accepting a euro-referenced or dollar-referenced stablecoin is lawful and appropriate for its business, in every jurisdiction where it operates or from which it accepts buyers; and
never represent to anyone that Zoyn has verified the identity of any buyer.

Compliance controls. Zoyn may use compliance controls it chooses — for example jurisdiction checks, the Sanctions Attestation in Schedule 2, review of applications, and screening of blockchain addresses — and may change them at any time. If a control raises a concern, Zoyn may place the account under review, suspend Zoyn-hosted checkout, stop its own automated processes, or refuse configuration changes. These are controls over Zoyn's software, not over money: they cannot reverse, freeze, or redirect a settled transfer. Zoyn does not verify the identity of, or screen by name, any merchant, owner, buyer, or partner. Zoyn's controls are for its own purposes; the Merchant may not rely on them. Zoyn does not consider itself required to file suspicious activity reports, but may report activity to authorities where it considers it appropriate or the law requires, and responds to valid legal process. The Merchant will not use the Platform to evade sanctions.

No reliance on Zoyn's screening of buyers. Zoyn does not screen buyer wallet addresses before a purchase and cannot block a buyer's payment. Any screening Zoyn does after a payment is for its own purposes only and does not discharge any obligation of the Merchant.

What Zoyn's controls are, and are not. They exist for Zoyn's own sanctions compliance. They are not a commercial vetting or endorsement of the Merchant, an assessment of its solvency, quality, or fitness, or a guarantee to any buyer or third party, and no one may rely on them as such. A merchant being on the Platform means only that these controls did not refuse it.

8a. TAXES — THE BUYER PAYS THE MERCHANT; THE MERCHANT OWNS THE TAX

8a.1 The buyer pays the Merchant. In every sale the buyer pays the Merchant for the Merchant's own goods or services. The Merchant is the seller of record (Section 9) and is solely responsible for determining, charging, collecting, reporting, and remitting any sales tax, VAT, GST, or similar tax on its sales, and for any tax on its own receipts.

8a.2 Zoyn's compensation is a share of each payment. Zoyn's only compensation is its Fee Share: a percentage share of each payment, paid to Zoyn on-chain by the Merchant's Splitter, as a fixed payee, when the Splitter distributes that payment (Sections 4 and 5). Zoyn is not a party to the sale and does not add any amount to the price.

8a.3 Zoyn's tax position — facts, not advice. Zoyn Technologies Inc. is organized in Wyoming, USA. Zoyn is not registered for VAT, GST, or any similar tax in any jurisdiction, and does not collect or remit any tax on the Merchant's sales. These statements describe what Zoyn does; they are not a statement of how any tax law applies to Zoyn, the Merchant, or any payment, and the Merchant must take its own tax advice (Terms of Service §2.4).

8a.4 Any tax on the Fee Share is borne by the Merchant. The Fee Share is exclusive of any sales tax, VAT, GST, or similar tax. If any law nonetheless imposes such a tax on the Fee Share, the Merchant bears it: the Merchant will account for and pay it directly where the law allows or requires the Merchant to do so, and otherwise will pay Zoyn the amount of that tax promptly on Zoyn's written demand. The Merchant will indemnify the Zoyn Indemnified Parties against any such tax and any related interest or penalty (Section 15.2). An amount paid under this Section 8a.4 is a reimbursement of tax, not a Fee Share, and does not change the Merchant's Fee Share rate (Section 5).

8a.5 Sales partners. An ISO Partner is responsible for any tax on its own commission (Partner Agreement §5.7).

9. MERCHANT AS PRINCIPAL; BUYER DISCLOSURES

The Merchant is the principal and the only seller of record for its goods or services. It contracts with each buyer in its own name and on its own account; Zoyn is not a party to that sale, not the seller, reseller, agent, or merchant of record, and owes the buyer nothing arising from it.

The Merchant must present clearly, before purchase, on its own storefront and checkout, accurate terms of sale and the material disclosures, including: the price and whether any tax is included in it or added to it (Section 8a); that on-chain settlement is final and non-reversible; that any card or fiat step is handled by an independent On-ramp Provider; which third parties are involved in a purchase (so buyers can read their terms before paying); and any non-waivable consumer rights (such as an EU 14-day withdrawal right). Zoyn may make short-form disclosures available for this purpose, but responsibility for presenting terms of sale, and for their accuracy for the Merchant's own offering, is the Merchant's.

10. YOUR THIRDWEB ACCOUNT AND KEY — WHAT ZOYN HOLDS, WHAT THE KEY CAN DO, AND YOUR CONTROL

10.1 The account and the key are yours. The Merchant creates and controls its own thirdweb account. The Merchant creates the thirdweb API Secret Key in that account and enters it into the Zoyn dashboard itself. Zoyn never creates a key for the Merchant and never enters one on its behalf.

10.2 Zoyn stores the key. Zoyn stores the Merchant's thirdweb API Secret Key in encrypted form and may use it only as Section 3 allows. Zoyn does not show the key back through the Platform and does not disclose it to anyone except thirdweb, as needed to provide the Platform, or as the law requires.

10.3 What the key can and cannot do. A thirdweb API Secret Key is not a private key: it is not the secret that controls a wallet. It cannot spend from, sign for, or move digital assets out of any wallet the Merchant holds outside the thirdweb project the key belongs to — including a wallet in a wallet app, a wallet on a hardware device, and a wallet in a different thirdweb project. It cannot change the payees of any Split contract or redirect the funds a Split contract holds; a Split contract's payment addresses are fixed at deployment and cannot be changed.

There is one place the key can spend from, and the Merchant should know where it is. thirdweb lets wallets be created inside a thirdweb project itself — created in thirdweb's own dashboard rather than in a wallet app, and called "server wallets" by thirdweb. For a wallet like that, inside the same thirdweb project the key belongs to, the key can make thirdweb sign and send transactions from that wallet — in plain terms, it can spend what that wallet holds. thirdweb's own settings may allow this by default.

Zoyn does not create server wallets in the Merchant's thirdweb project. Where card payments are offered for the Merchant (Section 4A), two kinds of wallet are used inside that project: (i) the project wallet thirdweb provides for that project (a server wallet), which Zoyn uses only as Section 3(d) allows and in which Zoyn places ETH for network fees (Section 4A.3); because the Secret Key can spend from it (above), Zoyn's use of it is limited to Section 3(d), and each use is recorded in Zoyn's audit log; and (ii) buyer wallets, which thirdweb creates when a buyer signs in on the Merchant's payment page with one of thirdweb's sign-in methods. Buyer wallets belong to the buyers. Their keys are generated and held by thirdweb, not by Zoyn or the Merchant, and the Secret Key cannot sign for them. A buyer who connects a wallet it already has pays from that wallet, which is not inside the Merchant's project. Apart from the ETH Zoyn provides, the Merchant should keep no funds in any wallet inside the thirdweb project connected to Zoyn and should use a project dedicated to Zoyn. A buyer's payment never rests in the project wallet: it moves from the buyer's wallet to the Splitter in one transfer. The Merchant must not enable custom or third-party authentication for buyer sign-in in that project; Zoyn checks this and stops offering card payments if it cannot confirm it. The key can also read the Merchant's thirdweb records and change project settings, including settings that decide where a payment is directed; the Merchant should review those settings periodically.

10.4 You can take it back at any time. The Merchant may revoke the key in the Zoyn dashboard at any time; revocation erases Zoyn's stored copy. The Merchant may also delete or rotate the key in its own thirdweb account at any time, which takes effect whether or not Zoyn acts and which Zoyn cannot prevent or reverse. That is the control that does not depend on Zoyn.

10.5 Your responsibility. The Merchant is solely responsible for the security of its thirdweb account and wallets and for the consequences of their loss, theft, or compromise. The Merchant is also responsible for the scope of the key it issues: if its thirdweb account lets it issue a key narrower than the uses in Section 3, issuing a broader one is its choice. Zoyn will never ask for a private key, seed phrase, or thirdweb Secret Key by email, chat, or support ticket, and the Merchant must enter credentials only through the dashboard's credential form.

10a. THIRD-PARTY SERVICES AND WHO IS RESPONSIBLE

The Merchant must keep its own agreements with, and comply with the terms of, each third party its use of the Platform depends on (including thirdweb, on-ramp providers, stablecoin issuers, and Base). Terms of Service §7 applies.

Who is responsible for what. Terms of Service §7.2 sets out who is responsible for each part of a payment, and it applies to the Merchant in full. In short:

the independent payment provider shown at checkout is the licensed and regulated party for that step and is responsible, under its own terms, for taking a buyer's card or bank payment, converting it into digital assets and delivering them, for the identity (KYC) verification and sanctions screening it performs on the buyer, for deciding any refund, dispute, or chargeback on that payment, and for holding and disclosing the licences and registrations those activities require (Section 7);
thirdweb provides, under its own terms, the smart-contract standard, checkout software, and transaction infrastructure the Platform uses;
Zoyn provides configuration and orchestration software only, is not a party to those services, and does not accept liability for them; and
the Merchant remains responsible for its own compliance (Section 8) and for its own keys, wallets, credentials, and addresses (Sections 6 and 10).

10b. BETA STATUS; NO UPTIME WARRANTY

The Platform is currently a Beta release on the terms of Terms of Service §9.1. It is provided AS-IS and AS-AVAILABLE, with no uptime, availability, latency, or support-response warranty of any kind and no service-level agreement; features may change or be withdrawn; participation is limited by geography and business type and may be ended at Zoyn's discretion. There are no service credits (Terms of Service §9.2). Because the Platform does not hold Merchant funds and anyone can trigger distribution, an outage, suspension, or discontinuation of the Platform does not by itself give Zoyn control over any on-chain balance.

10c. BLOCKCHAIN AND THIRD-PARTY INFRASTRUCTURE RISK — MERCHANT ACKNOWLEDGEMENT

BY USING THE PLATFORM TO ACCEPT PAYMENTS IN ANY SUPPORTED STABLECOIN, THE MERCHANT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND ACCEPTED ALL OF THE RISKS DESCRIBED IN SECTION 7 OF THE TERMS OF SERVICE.

Digital assets are not deposits, are not insured by any government deposit-insurance or investor-protection scheme, and have no government backstop.

10d. HOW THE MERCHANT MAY DESCRIBE ZOYN, AND USE ZOYN'S BRAND

Accurate description. Zoyn's approved description of itself is: "Zoyn is a configuration and orchestration layer that lets merchants accept stablecoin payments through thirdweb's payment infrastructure. Zoyn does not hold, custody, transmit, or convert funds. Payments settle on the Base blockchain through an on-chain settlement contract that pays the merchant's own wallet." Approved short forms: "Zoyn is a configuration and orchestration layer for non-custodial stablecoin payments via thirdweb"; "Zoyn is a non-custodial stablecoin payment orchestration layer"; "Non-custodial stablecoin payments via thirdweb."

Prohibited descriptions. The Merchant must not describe Zoyn, or its own use of Zoyn, as a payment processor, payment gateway, payment service provider, merchant of record, money services business or money transmitter, crypto wallet, custodian, or bank, or use any term implying Zoyn holds, custodies, transmits, or settles funds. The Merchant must not imply that Zoyn is FDIC-insured, that Zoyn is regulated as a payment institution, that funds are protected by Zoyn, or that Zoyn endorses the Merchant's products or services.

Logo use. The Merchant may say "Powered by Zoyn" or "Uses Zoyn" with the Zoyn logo in its standard colours, and may link to zoyn.com. The Merchant may not modify Zoyn's logo, imply Zoyn endorses its products or services, or use the Zoyn brand in any misleading context.

11. Term, suspension, termination, and what happens to your key

Term. This Agreement runs from acceptance until terminated.

Termination by the Merchant. The Merchant's owner may give notice of termination from the account-closure page in the dashboard. Giving notice records who gave it, when, and from where in Zoyn's append-only audit log, and opens a closure request with Zoyn; the Merchant may withdraw the notice from the same page while the request is open. Giving notice does not by itself close the account, stop payment links, revoke any credential, or release a custom payment domain — Zoyn carries out the closure after the notice is received.

Termination by Zoyn. Zoyn may suspend or terminate this Agreement immediately on any ground in Terms of Service §9.4, or for any reason on 30 days' notice.

Revoking your key — what actually happens. When the Merchant revokes its thirdweb credential in the dashboard (Section 10.4), Zoyn immediately and permanently erases its stored copy of the Secret Key and the stored thirdweb webhook signing secret, and records the revocation in the audit log. Revoking in Zoyn does not delete anything inside the Merchant's thirdweb account — including the payment-notification webhook Zoyn registered there. The Merchant can delete that webhook, and delete or rotate the key, in its own thirdweb account at any time.

On suspension. Zoyn stops using the Merchant's stored credential for new operations but does not, and cannot, take ownership of it, transact with it for its own benefit, or use it to move the Merchant's funds. Where a suspension arises from a suspected credential compromise or security risk, Zoyn may also invalidate the credential's use within the Platform and may ask the Merchant to rotate the key with thirdweb. The Merchant may rotate, revoke, or delete its key directly with thirdweb at any time, including while suspended.

On closure. Zoyn will stop using, and will delete within a reasonable time, any stored thirdweb credential the Merchant has not already revoked, except where retention is required by law or to resolve a security or sanctions matter. Zoyn keeps other data under the Privacy Policy and Data Processing Agreement, and does not deactivate the Merchant's thirdweb account, which the Merchant continues to control.

Settlements are not reversed. Termination does not reverse any completed on-chain settlement or Fee Share, and a deployed Splitter keeps paying its preset payees (Section 4).

Survival. Sections 1.5, 4 to 9 (including 5a and 8a), 10 to 10d, 12 to 16, 18, Schedule 2 as to periods before termination, and this sentence survive termination. Schedule 1 survives as to payments completed before termination.

12. ASSIGNMENT, SUCCESSORS, AND ASSET TRANSFER

Zoyn may assign this Agreement and its rights and obligations, in whole or in part, including in a merger, reorganization, financing, or a sale, transfer, or spin-off of the Zoyn brand, the zoyn.com domain, the software, or the merchant agreements to an affiliate or successor (including a newly formed corporation), by asset purchase or otherwise, without selling Zoyn Technologies Inc. itself. The Merchant consents, provided that (i) the successor assumes this Agreement's obligations and (ii) the Merchant is given notice. The Merchant may not assign without Zoyn's prior written consent. This Agreement binds and benefits permitted successors and assigns.

Predecessors. The Zoyn platform was previously operated by Rigveda LLC, a Wyoming limited liability company, doing business as "Zoyn"; documents dated 2026-08-10 briefly named the operator "Zoyn Inc." Agreements accepted under earlier versions naming either are honored by Zoyn Technologies Inc., subject to this Section.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT THE LAW ALLOWS, AND EXCEPT AS CARVED OUT IN SECTION 13.3:

13.1 Exclusion of indirect and consequential damages

NEITHER PARTY IS LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, DATA, ANTICIPATED SAVINGS, OR BUSINESS OPPORTUNITY; (c) COST OF SUBSTITUTE GOODS OR SERVICES; OR (d) DAMAGES FROM BUSINESS INTERRUPTION OR LOSS OF BUSINESS — WHATEVER THE CAUSE OF ACTION OR THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Cap on direct damages

ZOYN'S TOTAL CUMULATIVE LIABILITY TO THE MERCHANT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE TOTAL FEE SHARE PAID TO ZOYN BY THE MERCHANT'S SPLITTERS IN THE TWELVE (12) CALENDAR MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

WHAT THE CAP IS MEASURED ON. Only amounts received by Zoyn as its own Fee Share under Section 5. The cap excludes, and is never measured on: (a) any protocol, developer, network, or gas fee taken by thirdweb, Base, or any On-ramp Provider; (b) any ISO Partner commission, which is carved out of the Fee Share and paid to the ISO Partner; and (c) the face value of any payment settled through a Splitter, of which only Zoyn's Fee Share is ever paid to Zoyn.

THE MERCHANT ACKNOWLEDGES THAT THIS CAP REFLECTS THE NATURE OF THE PLATFORM AS CONFIGURATION SOFTWARE — THE VALUE DELIVERED IS THE OPERATIONAL BENEFIT OF USING IT, NOT THE FACE VALUE OF TRANSACTIONS SETTLED THROUGH THIRD-PARTY INFRASTRUCTURE.

ONE CAP. This cap and the cap in Terms of Service §15.2 are one limitation, not two; the higher figure applies.

13.3 CARVE-OUTS — WHAT THE CAP AND EXCLUSION DO NOT LIMIT

Sections 13.1 and 13.2 do NOT apply to, and nothing in this Agreement limits or excludes, liability for: (a) gross negligence; (b) willful misconduct; (c) fraud or fraudulent misrepresentation; or (d) any liability the law does not allow to be limited or excluded, including death or personal injury caused by negligence and any non-waivable statutory liability.

13.4 Essential basis of the bargain

The Merchant acknowledges that these limitations are a reasonable allocation of risk and an essential basis of the bargain, and that Zoyn would not provide the Platform without them.

13.5 Multiple claims

The cap in Section 13.2 applies to all claims together, not per claim.

13.6 Savings

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. THERE, THESE LIMITATIONS APPLY TO THE FULLEST EXTENT THE LAW ALLOWS AND ARE REFORMED TO THE MINIMUM EXTENT NECESSARY RATHER THAN STRUCK, AND THE REST STAYS IN EFFECT.

14. Representations and warranties

Each party represents that it has authority to enter this Agreement and that its signer is authorized. The Merchant also makes the representations in Sections 1.5, 6, 8, and 10 and in Schedule 2, and the merchant category attestation in Terms of Service §4.4. Except as expressly stated, the Platform is provided "as is," and Zoyn disclaims implied warranties to the extent the law allows (Terms of Service §14).

15. Indemnification; release for digital-asset risks

15.1 Who is indemnified. The "Zoyn Indemnified Parties" are Zoyn Technologies Inc. d/b/a Zoyn, its predecessors and successors in interest, its affiliates, and their officers, directors, employees, and agents.

15.2 The indemnity. The Merchant will defend, indemnify, and hold harmless the Zoyn Indemnified Parties against any third-party claim, demand, action, proceeding, or investigation, and any resulting loss, damage, liability, settlement, fine, penalty, cost, or reasonable legal fee, arising out of or relating to the Merchant's use of the Platform or its acts or omissions, including:

the Merchant's goods or services, business, or dealings with any buyer, including any buyer dispute, refund demand, or chargeback;
the Merchant's breach of Sections 5a to 10d or of any Schedule or incorporated document;
the Merchant's own regulatory, licensing, tax, sanctions, anti-money-laundering, data-protection, consumer-law, employment, or contractor-classification non-compliance, including any fine or penalty a regulator imposes on a Zoyn Indemnified Party because of it, any tax on the Merchant's sales, any tax the Merchant bears under Section 8a.4 (with related interest and penalties), and any false or inaccurate Sanctions Attestation;
any wallet, beneficiary, or recipient address the Merchant supplied, imported, or approved; and
the acts, omissions, advice, or statements of any ISO Partner or other person acting for the Merchant.

Except to the extent a claim arises from Zoyn's own gross negligence, willful misconduct, fraud, or breach of its retained obligations. Nothing in this Section expands Zoyn's liability beyond Section 13.2 as carved out by Section 13.3; the Merchant's indemnity is not itself subject to that cap. Zoyn will notify the Merchant of a claim and may control its defence; no settlement imposing a non-indemnified obligation on a Zoyn Indemnified Party may be made without that party's consent. This indemnity adds to Terms of Service §16.

15.3 Release and hold harmless — limited to digital-asset risks. This Section 15.3 is limited to the risks described in Terms of Service §7 and Section 10c, adds to (and does not replace) Section 15.2, and is subject in every respect to Section 13.3.

Release. To the maximum extent the law allows, the Merchant releases the Zoyn Indemnified Parties from all claims, causes of action, and damages arising out of or relating to those risks, except liability within the carve-outs in Section 13.3, which is not released.

Hold harmless. The Merchant will hold the Zoyn Indemnified Parties harmless from any loss the Merchant suffers from the loss, theft, or compromise of a private key, seed phrase, credential, or wallet under its control, or from an inaccurate address it supplied, except liability within the carve-outs in Section 13.3.

Unknown claims. The Merchant waives any statutory or common-law rule limiting a general release to claims known or suspected at the time, for those risks only. For a California resident this includes California Civil Code Section 1542.

Savings. If any part of this Section 15.3 is unenforceable, it is reformed to the minimum extent necessary rather than struck, and Sections 13 and 15.2 stay in full force. This Section 15.3 is severable as a whole.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement is governed by the law of the State of Wyoming, USA, without regard to conflict-of-laws principles.

ARBITRATION; CLASS WAIVER; NO OPT-OUT. Because the Merchant contracts with Zoyn business-to-business, disputes arising out of or relating to this Agreement are resolved under Terms of Service §18 by binding individual arbitration administered by the AAA under its Commercial Arbitration Rules, before a single arbitrator, seated in Cheyenne or Sheridan, Wyoming, or conducted remotely, with a class-action and jury-trial waiver, a 30-day informal-resolution step, with no opt-out, the one-year claim period in Terms of Service §18.8, and the exclusive court forum in Terms of Service §18.9. The prevailing party may recover reasonable fees and costs where the forum's rules or the law allow; a party whose claim the arbitrator finds frivolous or in bad faith may bear the other side's reasonable fees. Nothing in this clause affects a consumer buyer's rights, which the Terms of Service govern.

17. Changes; notices

Changes. Zoyn may update this Agreement or any Schedule by publishing the updated text on its website, with its Effective Date shown at the top. Material changes are notified by email at least 30 days before they take effect, and the updated text shows the later date on which it takes effect (changes needed urgently for legal, regulatory, or security reasons may take effect sooner, with notice as soon as practical). Corrections that do not change anyone's rights or obligations, such as a typing error, take effect when published. Continuing to use the Platform after a change takes effect means the Merchant accepts it; a Merchant that does not accept a change may close its account before it takes effect. No change can alter the Merchant's Fee Share (Section 5).

Notices to Zoyn. Formal legal notices must go to Zoyn's registered agent:

Zoyn Technologies Inc., d/b/a Zoyn c/o Registered Agents Inc. 30 N Gould St Ste R Sheridan, WY 82801

with a courtesy copy to dev@zoyn.com. Notices to the Merchant go to the account email and the dashboard (Section 1.5).

18. Miscellaneous

This Agreement, with its Schedules and incorporated documents, is the entire agreement on its subject. If any provision is unenforceable, the rest stays in effect and the provision is reformed to the minimum extent necessary. No waiver is implied by delay. Headings are for convenience only.

No third-party beneficiaries. This Agreement is between Zoyn and the Merchant. No buyer, employee, contractor, ISO Partner, or other person acquires any right under it. Independent contractors. Zoyn and the Merchant are independent contractors; nothing here creates a partnership, joint venture, agency (beyond the narrow agency in Section 3), franchise, fiduciary, or employment relationship, and neither may bind the other.

Confidentiality. Each party will keep the other's non-public information confidential and use it only for this Agreement, except as the law requires.

Schedule 1 — Fee Schedule

This Schedule states the fee for the Merchant's account. The general terms apply to every merchant; Part B is completed for each merchant by the Platform and accepted in the dashboard. It replaces the former Fee Disclosure and Platform Fee Agreement.

Part A — What Zoyn charges (all merchants)

One fee. Zoyn charges one fee: a percentage of each payment that completes through the Merchant's account — the amount charged on the payment link, not including any separate fee the buyer pays to its own payment provider. No fee is charged on a payment that does not complete.
Minimum. Zoyn does not offer a rate below 0.75% (75 basis points).
The rate you agreed is the only rate. Zoyn cannot raise it by notice, by amending its agreements, or by publishing any document; it changes only with the Merchant's consent under Section 5.
How it is collected. On-chain, as a fixed payee of the Merchant's Splitter on Base (Sections 4 and 5), at the moment each payment settles. Nothing to remit to Zoyn for the fee; no invoice (for tax, see Taxes below).
Sales partners. Where an ISO Partner is involved, its commission is carved out of this fee and paid by contract, not added to it (Section 5a). The division cannot change what the Merchant pays.
Other parties' fees. Separate, not payable to Zoyn (Section 5).
Refunds and disputes. Between the Merchant and its buyer; card disputes are between the buyer and the On-ramp Provider (Section 7). The fee is not refunded when the Merchant refunds a buyer.
Taxes. The buyer pays the Merchant. The Merchant is the seller of record and is solely responsible for determining, charging, collecting, reporting, and remitting any sales tax, VAT, GST, or similar tax on its sales, and for all taxes on its gross receipts; Zoyn makes no tax filings for it. Zoyn's compensation is its Fee Share — a percentage share of each payment, paid on-chain by the Splitter. Zoyn is organized in Wyoming, USA, is not registered for VAT, GST, or any similar tax in any jurisdiction, and does not collect or remit tax on the Merchant's sales. The Fee Share is exclusive of any such tax; if any law nonetheless imposes one on the Fee Share, the Merchant bears it and indemnifies Zoyn against it (Section 8a.4).
Liability and risk. This Schedule adds no cap of its own; Section 13 applies in full, measured on Fee Share actually paid to Zoyn. Section 10c applies in full to fee collection, because the fee is collected by a contract on public infrastructure Zoyn does not run.

Part B — Your agreed fee

Your own rate is not written into this Agreement, because this Agreement is the same document for every merchant. The Merchant's agreed percentage, the percentage it replaced (if any), the date it takes effect, and the identity of the Merchant it belongs to are recorded on the Merchant's own fee agreement and shown on the fees page of the Merchant's dashboard. Those records, not this Schedule, state what the Merchant pays. This Part B states only how a rate is agreed and what agreeing to one does.

A rate applies to payments completed on or after the date shown on the Merchant's fee agreement (or, if later, the date that fee is accepted), until superseded under Section 5 or until this Agreement ends.

Acceptance. The fee is accepted electronically through the authenticated dashboard, with the effect described in Section 1.5. Zoyn records with the account: the fee percentage accepted, the percentage it replaced (if there was one), the date and time of acceptance, the authenticated user who accepted, and the date from which the accepted percentage applies. Zoyn does not use a third-party signing service for this Schedule and does not produce or archive a separate signed PDF of it; the acceptance record is kept with your account and is not deleted while the account exists (Privacy Policy, Section 8 — Retention). Your current rate is shown on the fees page of your dashboard, together with Zoyn's most recent rate proposals to you and what happened to each; that page shows the most recent proposals rather than all of them, and it says so. For your complete rate history — including a rate agreed before Zoyn began keeping the dated, versioned record described above — email dev@zoyn.com and Zoyn will send it to you. Accepting a fee fixes the rate; it does not itself activate, suspend, or restore the account, which Section 11 and the onboarding steps govern. The person accepting confirms they are authorized to accept that fee for the Merchant and to bind it.

Survival. Part B survives termination as to payments completed before termination.

Schedule 2 — Sanctions Attestation

Given by the Merchant at account registration, as of the date of acceptance and on a continuing basis for as long as the Merchant holds a Zoyn account.

I, the authorized signatory for the business identified during registration (the "Merchant"), attest and certify:

1. Sanctions lists. Neither the Merchant nor any of its beneficial owners, principals, directors, officers, or controlling persons is:

(a) on the U.S. Treasury Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons (SDN) List;

(b) on the OFAC Consolidated Sanctions List (including the Foreign Sanctions Evaders, Non-SDN Menu-Based Sanctions, Sectoral Sanctions Identifications, and Non-SDN Palestinian Legislative Council lists);

(c) on the U.S. Commerce Department Bureau of Industry and Security Entity List, Denied Persons List, or Unverified List;

(d) on the U.S. State Department Debarred Parties List or subject to Nonproliferation Sanctions;

(e) on any European Union, United Kingdom, or United Nations sanctions list; or

(f) a national or resident of, or organized in, a comprehensively sanctioned jurisdiction: Cuba, Iran, North Korea, or the occupied regions of Ukraine (Crimea, Donetsk, Luhansk, Zaporizhzhia, Kherson).

2. Beneficial ownership. The Merchant's beneficial owners — any person owning or controlling, directly or indirectly, 25% or more of its equity or voting interest, or any individual otherwise exercising substantial control — are not subject to any restriction in paragraph 1.

3. No evasion. The Merchant is not using, and will not let anyone use, the Zoyn Platform to circumvent or evade sanctions applying to any person or jurisdiction.

4. No dealings with sanctioned parties. The Merchant will not use the Platform to receive payment from, or otherwise transact with, any person on a list in paragraph 1, or anyone it knows or has reason to know is acting for such a person.

5. Continuing duty. This is a continuing certification. If any statement stops being true (including because a beneficial owner, principal, or controlling person becomes listed), the Merchant must (a) tell Zoyn at dev@zoyn.com immediately, and in any event within 24 hours of learning of it, and (b) stop all use of the Platform pending Zoyn's review.

6. Consequences of breach. A false or inaccurate attestation, or a failure to update it, may result in (a) immediate suspension or termination without notice; (b) reports to OFAC or other authorities; (c) civil and criminal liability under U.S. law, including the International Emergency Economic Powers Act and the Trading with the Enemy Act; and (d) indemnity obligations to Zoyn under Section 15.

7. No reliance on Zoyn's screening. The Merchant acknowledges that Zoyn does not screen buyer wallet addresses before a purchase and cannot block a buyer's payment; any screening Zoyn does is for its own purposes only, the Merchant may not rely on it, and it discharges no obligation of the Merchant, which is responsible for its own sanctions compliance, including any duty to screen its buyers.