Merchant payment services agreement.

1. Parties and effective date

This Merchant Payment Services Agreement (this "Agreement") is entered into as of the date the Merchant accepts or otherwise agrees to these terms (the "Effective Date"), by and between:

SouthPay and Merchant may each be referred to as a "Party" and collectively as the "Parties".

2. Definitions and interpretation

For purposes of this Agreement, the following definitions apply:

Platform

means the proprietary software platform, plugins, APIs, integrations, dashboards, administrative tools, configuration layers, and related technical infrastructure operated by SouthPay.

Third-Party Payment Service Providers / PSPs

means independent third-party entities that provide blockchain transaction execution, payment processing, settlement, fiat conversion, custody (if any), compliance services, or related financial infrastructure.

Crypto-to-Crypto Track

means transactions in which end users pay in cryptocurrency and the Merchant is settled in cryptocurrency, without fiat conversion.

Crypto-to-Fiat Track

means transactions in which end users pay in cryptocurrency and the Merchant is settled in fiat currency through a PSP.

KYB

means know-your-business, business verification, corporate identity verification, ultimate beneficial owner identification, anti-money laundering (AML), counter-terrorist financing (CTF), sanctions screening, and related compliance procedures required by applicable law or by a PSP in connection with Merchant onboarding or continued service.

Fees

means the fees charged by SouthPay for access to and use of the Platform, excluding any fees charged by PSPs.

Headings are for convenience only and do not affect interpretation.

3. Scope of services

3.1 Platform access

SouthPay provides Merchant with access to the Platform for the purpose of enabling cryptocurrency payment acceptance on Merchant's commerce systems, subject to the terms of this Agreement.

3.2 Nature of services and role limitation

Merchant expressly acknowledges and agrees that:

• SouthPay is a software provider and integration layer only.
• SouthPay is not a bank, financial institution, money services business, payment processor, virtual asset service provider, or custodian.
• SouthPay does not execute transactions, custody funds, control wallets, perform settlement, conduct fiat conversion, or guarantee payment outcomes.
• All payment execution, settlement, conversion, custody (if any), compliance checks, and related financial services are performed exclusively by Third-Party Payment Service Providers.

SouthPay does not perform identity verification or KYC of Merchant's end users. Any end-user compliance procedures are conducted solely by applicable PSPs, if required.

Merchant further acknowledges that SouthPay has no control over, and no responsibility for, the internal policies, technical systems, compliance determinations, or operational decisions of any PSP.

4. Service tracks and compliance models

4.1 Crypto-to-Crypto Track

Where Merchant participates in the Crypto-to-Crypto Track:

• Settlement is made exclusively in cryptocurrency.
• KYB may not be required by SouthPay for participation in this track, subject to PSP requirements and applicable law.
• Any compliance obligations are determined solely by the applicable PSP and/or applicable law.

Merchant bears all risks related to:

• cryptocurrency price volatility
• blockchain congestion or delays
• incorrect wallet addresses
• loss of private keys
• regulatory classification of digital assets

SouthPay shall have no liability for losses arising from any of the foregoing.

4.2 Crypto-to-Fiat Track

Where Merchant participates in the Crypto-to-Fiat Track:

• Merchant acknowledges that KYB is mandatory for participation and continued access to settlement services.
• Merchant agrees to provide accurate, complete, and up-to-date corporate documentation, ownership information, director information, and any other documentation reasonably required for KYB verification.
• Merchant acknowledges that failure to satisfy KYB requirements may result in delayed settlement, rejected transactions, frozen funds, withheld balances, or permanent suspension by PSPs or authorities.

SouthPay has no responsibility for, and no ability to override, PSP or regulatory decisions.

4.3 Discretion and changes

SouthPay may, at its sole discretion and without notice, determine which service track applies to any Merchant, transaction, or period of time, and may modify, suspend, or discontinue any service track.

5. Merchant obligations

Merchant represents, warrants, and agrees that it shall:

• conduct its business lawfully and in good faith;
• not engage in prohibited, deceptive, fraudulent, or sanctioned activities;
• provide accurate information at all times;
• comply with all applicable laws, including tax, consumer protection, financial regulations, and digital asset laws;
• immediately notify SouthPay of any investigation, enforcement action, or regulatory inquiry related to Merchant's business.

Merchant is solely responsible for its relationship with its customers and for all products, services, refunds, disputes, and representations made to end users.

6. Fees and payments

6.1 Platform fees

Merchant agrees to pay the Fees communicated by SouthPay from time to time. Fees may be modified upon notice, and continued use of the Platform constitutes acceptance.

6.2 PSP fees

Fees charged by PSPs are separate from SouthPay's Fees and are determined solely by the PSPs. SouthPay does not control, guarantee, or absorb PSP fees.

7. Settlements

Merchant acknowledges that:

• settlement timing, currency, method, and availability are determined solely by PSPs;
• settlements may be delayed, withheld, reversed, or denied due to compliance reviews, regulatory requirements, technical issues, or PSP decisions.

SouthPay shall not be liable for any settlement-related delay, loss, or interruption.

8. Intellectual property

All right, title, and interest in the Platform, SouthPay brand, software, documentation, and related intellectual property remain the exclusive property of SouthPay. No ownership or license is granted except as expressly stated.

9. Confidentiality

Each Party shall maintain the confidentiality of non-public information received in connection with this Agreement. Confidentiality obligations shall survive termination of this Agreement to the maximum extent permitted by law.

10. Disclaimer of warranties

The Platform is provided on an "as is" and "as available" basis. SouthPay makes no warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

11. Limitation of liability

To the maximum extent permitted by law:

• SouthPay's total aggregate liability arising out of or related to this Agreement shall not exceed the Fees paid by Merchant to SouthPay in the one (1) month preceding the event giving rise to the claim.
• SouthPay shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, loss of data, business interruption, regulatory penalties, frozen funds, or actions taken by PSPs or authorities.

12. Indemnification

Merchant agrees to indemnify, defend, and hold harmless SouthPay from any claims, losses, damages, fines, penalties, or expenses arising from:

• Merchant's business or conduct;
• Merchant's customers or end users;
• regulatory or tax violations;
• misuse of the Platform;
• inaccurate or misleading information provided by Merchant.

13. Suspension and termination

SouthPay may suspend or terminate this Agreement immediately, without notice, if SouthPay determines that Merchant presents a compliance, legal, reputational, or operational risk.

Upon termination, Merchant shall immediately cease all use of the Platform.

14. Assignment

SouthPay may assign this Agreement to any affiliate or successor entity, including any entity formed to own or operate the SouthPay platform, without Merchant consent.

15. Governing law and venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Exclusive jurisdiction and venue shall lie in the courts located in the State of Wyoming.

16. Electronic acceptance and consent

Merchant acknowledges and agrees that this Agreement may be accepted electronically through the SouthPay account registration process. By completing the SouthPay signup form, checking the consent box, and clicking "Sign Up," Merchant:

• (a) confirms that Merchant has read, understood, and agrees to be bound by all terms and conditions of this Agreement, including Appendix A;
• (b) authorizes SouthPay to execute this Agreement on Merchant's behalf using the information provided during registration (including Merchant's name, business name, email address, and country) as Merchant's electronic signature, with the date of registration serving as the Effective Date;
• (c) consents to receive marketing and promotional communications from SouthPay, including but not limited to emails regarding product updates, new features, promotional offers, and partner services. Merchant may withdraw this marketing consent at any time by contacting [email protected] or using the unsubscribe mechanism provided in such communications, without affecting the validity of this Agreement.

This electronic acceptance shall have the same legal force and effect as a handwritten signature.