Merchant Terms and Conditions

1. Introduction

These Payclave Merchant Terms and Conditions ("Terms") govern access to and use of Payclave by a merchant, business, organization, developer, or other entity that creates an account, integrates Payclave, creates checkout sessions or invoices, receives payment records, uses Payclave APIs or SDKs, or otherwise uses Payclave in test mode or live mode ("Merchant", "you", or "your").

Payclave is non-custodial crypto checkout orchestration software for merchants. Payclave helps you create hosted checkout sessions, invoices, payment records, payment status pages, webhook deliveries, audit trails, API keys, and developer integrations so customers can pay stablecoin invoices directly from a customer wallet to your designated settlement wallet.

Payclave does not take possession or control of merchant or customer funds. The core payment flow is:

Customer wallet -> Merchant wallet

The product flow is:

Merchant website
-> Payclave button/API
-> Payclave hosted checkout
-> payment orchestration
-> customer signs transaction
-> funds arrive directly in merchant wallet
-> Payclave verifies onchain independently
-> invoice becomes paid
-> Payclave sends signed webhook
-> merchant fulfills order

By creating a Payclave account, clicking to accept these Terms, using Payclave in test mode or live mode, creating or accepting API keys, integrating a Payclave SDK, or otherwise using the Services, you agree to these Terms on behalf of the Merchant. If you use the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, do not create a Payclave account, do not use the Services, and do not submit live payment instructions through Payclave.

2. Contracting Entity and Related Documents

These Terms are between Merchant and [PAYCLAVE LEGAL ENTITY], a [ENTITY TYPE] organized under the laws of [JURISDICTION] ("Payclave", "we", "us", or "our").

The following documents are incorporated by reference when applicable:

• Payclave Privacy Policy.
• Payclave Data Processing Addendum, if you process personal data through the Services and a DPA is required.
• Payclave Acceptable Use Policy, if published separately.
• Payclave API documentation, SDK documentation, webhook documentation, and security instructions.
• Any signed order form, pricing schedule, enterprise agreement, or addendum between you and Payclave.
• Any provider-specific terms that apply to third-party services you choose to use through Payclave.

If there is a conflict, a signed order form or enterprise agreement controls over these Terms, these Terms control over policy pages, and policy pages control over product documentation, unless a document expressly says otherwise.

3. Definitions

"Account" means the Payclave merchant account and related dashboard access created for Merchant.

"API Key" means a public key, secret key, test key, live key, webhook signing secret, or other credential issued or made available through Payclave.

"Authorized User" means an employee, contractor, agent, developer, administrator, or service provider that Merchant permits to access the Account or use the Services for Merchant.

"Checkout Session" means a Payclave-hosted checkout object created by Merchant through the dashboard, API, SDK, or Payclave button for a customer payment.

"Customer" means Merchant's end user, buyer, payer, donor, subscriber, or other person or entity that is directed to a Payclave-hosted checkout page or payment status page by Merchant.

"Invoice" means a Payclave invoice or payment request created by Merchant, including amount, currency, settlement target, expiry, metadata, and status.

"Merchant Content" means information, metadata, images, names, logos, descriptions, URLs, customer contact details, invoice details, product descriptions, order references, webhook endpoints, and other content or data provided by Merchant or its Authorized Users.

"Payment Orchestration Provider" means a third-party service used to support wallet connection, route calculation, quotes, swaps, bridges, transaction execution, or exact-output payment flows. This includes Trails where enabled by Payclave.

"Payment Record" means Payclave's record of a detected, validating, confirmed, failed, duplicate, underpaid, or overpaid payment attempt or transaction associated with an Invoice or Checkout Session.

"Services" means Payclave's website, dashboard, hosted checkout, hosted payment status pages, developer documentation, APIs, SDKs, invoice creation, checkout-session creation, payment orchestration configuration, onchain verification, payment records, webhook delivery, webhook retry logs, audit trails, API key management, test mode, live mode, and related services.

"Settlement Wallet" means the blockchain wallet address designated by Merchant to receive customer payments directly.

"Supported Chain", "Supported Token", and "Supported Settlement Target" mean the blockchain network, token contract, and settlement token configuration made available by Payclave from time to time. Unless Payclave states otherwise, the initial supported settlement target is USDT on Polygon.

"Webhook Delivery" means a signed HTTP notification sent by Payclave to Merchant's configured webhook endpoint.

4. Payclave's Role

Payclave provides checkout orchestration, hosted checkout pages, invoice and checkout-session creation, status tracking, independent onchain verification, dashboard records, audit trails, API keys, webhook delivery, retry logs, and developer SDKs.

Payclave is not Merchant's seller of record, marketplace operator, escrow agent, broker, exchange, dealer, investment adviser, bank, wallet provider, tax adviser, legal adviser, or financial adviser. Payclave does not sell Merchant's goods or services, does not decide whether Merchant should fulfill orders, and does not assume liability for Merchant's relationship with Customers.

Payclave does not hold, pool, transfer, lend, rehypothecate, or control customer or merchant funds. Payclave does not provide private key management, internal customer wallets, fiat settlement, exchange services, refund automation, subscription billing, marketplace split payments, or stored value products unless a separately signed agreement expressly says otherwise.

Merchant remains solely responsible for its goods and services, order terms, refund policy, customer support, tax treatment, accounting, customer communications, fulfillment decisions, and compliance with laws that apply to Merchant's business.

5. Merchant Eligibility

To use Payclave, Merchant must:

• Be legally organized, registered, and in good standing where required.
• Have authority to accept these Terms and use stablecoin checkout for its business.
• Provide accurate account, business, ownership, support, tax, settlement wallet, and operational information when requested.
• Use the Services only for lawful business purposes.
• Maintain a valid customer support channel.
• Maintain its own website, application, store, or service that accurately describes the products or services sold.
• Not be located in, organized under the laws of, owned or controlled by persons in, or provide goods or services into a jurisdiction where Payclave is prohibited from offering the Services.
• Not appear on sanctions, terrorist financing, export control, or similar restricted-party lists.
• Not use the Services for a prohibited business, prohibited transaction, or prohibited activity.

Payclave may refuse registration, limit functionality, require additional information, place an Account in review, reject live activation, suspend access, or terminate Merchant if Payclave reasonably believes Merchant is ineligible, high-risk, inaccurate, non-responsive, unlawful, sanctioned, or otherwise unsuitable for the Services.

6. Account Registration and Authority

Merchant must provide complete and accurate registration information and keep it current. Merchant is responsible for all activity under its Account, including activity by Authorized Users, developers, contractors, service providers, compromised credentials, and integrations connected to Merchant's API Keys.

Merchant must ensure that Authorized Users:

• Have only the access needed for their role.
• Keep credentials secure.
• Follow Payclave documentation and security requirements.
• Do not misuse test mode or live mode.
• Do not disclose confidential information or API Keys.
• Immediately report suspected compromise, unauthorized use, or security incidents.

Payclave may rely on instructions, API requests, dashboard actions, webhook settings, settlement wallet changes, and acceptance records submitted through Merchant's Account or API Keys as authorized by Merchant.

7. Live Mode Activation

Payclave may allow limited use in test mode before live mode is enabled. Live mode requires successful completion of Payclave's activation process, which may include:

• Business details, including legal name, country, business type, website, and support contact.
• Acceptance of the current Payclave merchant terms.
• Designation and acknowledgement of an active live settlement wallet.
• Review of Merchant's business, risk profile, compliance posture, and integration.
• Manual approval by Payclave.
• Additional KYB, ownership, sanctions, tax, licensing, or transaction information if requested.

Payclave may approve, reject, request more information, or defer activation in its discretion. Approval for live mode does not mean Payclave endorses Merchant, guarantees legality of Merchant's business, or waives any right to suspend or terminate the Account later.

Merchant must not create live API Keys, accept live payments, or represent that Payclave supports its business until Payclave enables live mode for the Account.

8. Merchant Business, Products, and Customer Relationship

Merchant is the merchant of record for all Customer transactions. Merchant is solely responsible for:

• Product and service descriptions.
• Prices, taxes, shipping, delivery, fulfillment, cancellation, and refund terms.
• Customer eligibility, age restrictions, location restrictions, and identity checks where required.
• Customer support and dispute handling.
• Consumer protection disclosures.
• Export controls and sanctions compliance.
• Taxes, reporting, and accounting.
• Compliance with laws applicable to Merchant's goods, services, Customers, jurisdictions, and business model.

Merchant must not use Payclave in a way that misleads Customers into believing Payclave sells, endorses, warrants, guarantees, ships, delivers, refunds, or supports Merchant's goods or services.

Merchant must display accurate payment instructions, Customer-facing terms, refund policy, privacy notice, support contact, and order information before directing a Customer to a Payclave checkout page.

9. Checkout Sessions and Invoices

Merchant may create Checkout Sessions and Invoices through the dashboard, API, SDK, or Payclave button. Merchant is responsible for ensuring that each Checkout Session and Invoice contains accurate information, including:

• Amount.
• Currency.
• Settlement target.
• Expiry.
• Description.
• Customer-facing order reference.
• Metadata.
• Webhook endpoint selection.
• Success and return URLs.
• Supported payment methods and customer-facing payment instructions.
• Any taxes, shipping, discounts, or fees shown to the Customer.

Merchant must not submit false, inflated, duplicate, deceptive, unlawful, or unauthorized payment requests.

For production integrations, Merchant should create Checkout Sessions from Merchant's backend using a secret API key. Browser public keys may be used only for limited, documented checkout creation flows. Merchant must not rely on browser-supplied amounts, currencies, settlement targets, metadata, or order identifiers for serious or high-value payment flows without backend validation.

Checkout Sessions and Invoices may expire. Payclave may reject, fail, cancel, or mark a payment as late if the Customer submits a transaction after expiry or outside the allowed payment window.

If Payclave offers a pay-without-connecting flow, checkout address flow, deposit address flow, QR code, or similar payment instruction for a Checkout Session, Merchant must treat that instruction as specific to the relevant Checkout Session unless Payclave documentation says otherwise. Merchant must not represent checkout addresses as general-purpose deposit addresses, instruct Customers to reuse old checkout addresses, alter Payclave-generated payment instructions, or imply that Payclave can guarantee recovery of unsupported, late, duplicate, wrong-network, wrong-token, or mistaken Customer transfers.

10. Settlement Wallets

Merchant is solely responsible for providing and maintaining correct Settlement Wallet information. Before enabling live mode or changing a Settlement Wallet, Merchant must verify that:

• The address is controlled by Merchant or Merchant's authorized wallet provider.
• The address supports the relevant chain and token.
• The address can receive the Supported Settlement Target.
• Merchant can monitor, access, account for, and use funds received at that address.
• Merchant has appropriate internal approvals for use of that address.

Blockchain transfers are generally irreversible. If Merchant provides an incorrect address, wrong chain, unsupported wallet, inaccessible wallet, compromised wallet, or address controlled by another person, funds may be permanently lost. Payclave is not responsible for losses caused by incorrect, compromised, inaccessible, or unauthorized Settlement Wallet instructions.

Payclave may require additional acknowledgement, verification, cooling-off periods, risk review, or manual approval before accepting a live Settlement Wallet or wallet change.

11. Payment Orchestration Providers

Payclave may use Payment Orchestration Providers to support wallet connection, route calculation, quotes, swaps, bridges, transaction preparation, checkout address generation, transaction execution, and exact-output payment flows. Trails is Payclave's payment orchestration layer where enabled, but Payclave remains the Merchant-facing product surface for hosted checkout, invoices, payment records, verification, audit trails, webhooks, API keys, SDKs, and dashboard features.

Payment Orchestration Providers may:

• Support only certain tokens, chains, wallets, routes, bridges, smart contracts, protocols, and jurisdictions.
• Decline, fail, delay, or cancel a route.
• Provide quotes that expire or change.
• Require Customer wallet signatures.
• Charge network, bridge, routing, liquidity, protocol, or provider fees.
• Experience downtime, congestion, slippage, liquidity constraints, bridge delays, smart contract issues, or chain reorganization events.
• Apply their own terms, risk controls, sanctions screening, supported asset lists, or user restrictions.

Merchant acknowledges that Payclave does not control third-party chains, wallets, bridges, liquidity venues, token contracts, RPC providers, wallet software, or Payment Orchestration Providers. Payclave is not liable for third-party provider acts or omissions, except to the extent required by applicable law or a signed agreement.

Payclave may add, remove, replace, suspend, or change Payment Orchestration Providers, Supported Chains, Supported Tokens, Supported Settlement Targets, route rules, confirmation requirements, and verification requirements at any time to protect security, compliance, reliability, product quality, or legal obligations.

12. Customer Wallet Signatures and Transaction Risk

Customers are responsible for reviewing and signing blockchain transactions from their own wallets. Merchant must not pressure, deceive, or manipulate Customers into signing transactions that differ from the disclosed order terms.

Merchant acknowledges that blockchain transactions and wallet interactions involve risks, including:

• User error.
• Wallet compromise.
• Wrong network selection.
• Failed, reverted, or stuck transactions.
• Network congestion.
• Variable gas fees.
• Token contract risks.
• Stablecoin issuer risks.
• Bridge and liquidity risks.
• Smart contract vulnerabilities.
• Oracle or RPC errors.
• Chain reorganization or finality issues.
• Delays between transaction submission, detection, and final confirmation.

Payclave may show a payment as pending, processing, validating, confirmed, failed, underpaid, overpaid, duplicate, expired, or cancelled based on Payclave's verification rules. Merchant should not fulfill an order solely because a Customer says payment was sent, a browser reports success, a wallet shows a pending transaction, or a Payment Orchestration Provider returns a preliminary response.

13. Independent Onchain Verification

Payclave will mark an Invoice as paid only after Payclave's systems determine that the payment has satisfied Payclave's verification criteria. Verification may include checks for:

• Transaction hash.
• Chain ID.
• Recipient wallet.
• Token contract.
• Amount received.
• Invoice amount.
• Invoice expiry.
• Confirmation depth or finality.
• Duplicate transaction usage.
• Underpayment.
• Overpayment.
• Reverted or failed status.
• Risk signals.
• Provider event consistency.
• Internal idempotency and audit records.

Payclave may update, delay, reverse, correct, or annotate a Payment Record or Invoice status if later information suggests that a transaction was failed, reverted, duplicated, late, underpaid, overpaid, mismatched, risky, or otherwise not eligible to make the Invoice paid.

Dashboard records, API responses, webhooks, and audit trails are operational records produced by Payclave. They are not legal, tax, accounting, or financial advice. Merchant should reconcile Payclave records with its own systems, wallet records, and professional advisers.

14. Payment Statuses

Invoice statuses may include:

• pending: invoice created and awaiting payment.
• processing: payment activity detected or orchestration in progress.
• paid: payment verified according to Payclave rules.
• underpaid: verified amount is less than required.
• overpaid: verified amount is greater than required.
• expired: invoice expired before eligible payment was verified.
• failed: payment could not be completed or verified.
• cancelled: invoice was cancelled.

Payment statuses may include:

• detected: transaction activity detected.
• validating: Payclave verification in progress.
• confirmed: payment verified according to Payclave rules.
• failed: transaction failed or could not be verified.
• duplicate: transaction already used or associated with another payment record.
• underpaid: transaction amount is below the required amount.
• overpaid: transaction amount is above the required amount.

Payclave may add, remove, rename, or modify statuses as the product evolves. Merchant must build integrations defensively and should retrieve the latest status from Payclave before fulfillment.

15. Underpayments, Overpayments, Expired Payments, and Duplicates

Merchant is responsible for deciding how to handle underpayments, overpayments, expired payments, late payments, duplicates, customer mistakes, and payment disputes, subject to applicable law and Merchant's customer-facing terms.

Payclave may provide records, metadata, webhooks, and dashboard visibility, but Payclave does not automatically refund Customers, substitute funds, provide credit, recover mistaken transfers, or force Merchant to fulfill an order.

If a Customer overpays, Merchant is responsible for its refund or credit policy. If a Customer underpays, Merchant is responsible for deciding whether to request additional payment, cancel, refund, or manually review the order. If a Customer pays after expiry, Merchant is responsible for determining how to handle the late payment unless Payclave documentation or a signed agreement says otherwise.

If a Customer sends an unsupported token, wrong-network payment, duplicate payment, unrelated transfer, or other mistaken transfer to a checkout address, Merchant is responsible for its customer support response and any refund, credit, manual review, or no-recovery position required by law and Merchant's customer-facing terms. Payclave may provide records or operational assistance where available, but Payclave does not guarantee recovery of mistaken transfers.

Payclave may mark duplicate transaction hashes as duplicate and may prevent the same onchain transaction from being used to satisfy more than one Invoice or Checkout Session.

16. Refunds, Returns, Cancellations, and Customer Disputes

Merchant is solely responsible for refunds, returns, cancellations, customer disputes, warranty claims, product defects, delivery failures, chargeback-like requests, mistaken Customer payments, and regulatory complaints related to Merchant's goods or services.

Because Payclave does not receive or control funds, Payclave cannot reverse a blockchain transaction, debit a Settlement Wallet, or return funds on Merchant's behalf unless Payclave offers a separately agreed refund tool in the future. Any refund must be handled by Merchant directly from Merchant's own wallet or systems.

Merchant must make its refund and cancellation policy available to Customers before payment. Merchant must not state or imply that Payclave guarantees refunds, return outcomes, delivery, product quality, chargeback rights, or dispute resolution.

Payclave may forward Customer complaints to Merchant, request information, place an Account in review, or suspend Services if Payclave receives excessive complaints, fraud reports, regulatory inquiries, or evidence that Merchant is not honoring its customer-facing obligations.

17. Webhooks

Payclave may send signed Webhook Deliveries for events such as invoice.paid, invoice.expired, payment.failed, payment.underpaid, and payment.overpaid.

Merchant is responsible for configuring, securing, monitoring, and maintaining webhook endpoints. Merchant must:

• Use HTTPS in live mode.
• Verify X-Payclave-Signature or any successor signature header before trusting a webhook.
• Verify timestamp and replay-prevention headers where documented.
• Use the Payclave delivery ID or event ID for idempotency.
• Treat webhook delivery as at-least-once, not exactly-once.
• Handle retries, duplicates, out-of-order events, and delayed events.
• Retrieve current payment status from the Payclave API when needed before fulfillment.
• Keep webhook secrets confidential.
• Rotate webhook secrets if compromised.
• Return appropriate HTTP response codes.
• Avoid placing sensitive secrets or unnecessary personal data in URLs, logs, or webhook metadata.

Webhook deliveries may fail because of endpoint downtime, networking issues, TLS issues, misconfiguration, rate limits, application errors, provider outages, or other causes. Payclave may retry delivery, record attempts, capture response codes and response bodies, support manual replay, or mark delivery as failed according to Payclave's retry policy.

Payclave is not responsible for Merchant losses caused by Merchant's failure to verify signatures, deduplicate events, maintain endpoint availability, handle retries, retrieve current status, or secure webhook secrets.

18. API Keys and Integration Security

Payclave may issue public API keys, secret API keys, test keys, live keys, SDK tokens, webhook signing secrets, and other credentials.

Merchant must:

• Keep secret API keys and webhook secrets confidential.
• Never expose secret API keys, Trails credentials, provider credentials, or webhook secrets in browsers, mobile apps, client-side code, public repositories, screenshots, logs, or customer support messages.
• Use public keys only for documented limited browser flows.
• Use secret keys only from trusted server-side environments.
• Use environment separation for test mode and live mode.
• Rotate credentials when employees leave, vendors change, or compromise is suspected.
• Restrict credential access to people and systems that need it.
• Monitor API activity and webhook logs.
• Notify Payclave promptly of suspected compromise.

Payclave may hash secret API keys and webhook secrets in its systems and may be unable to retrieve the plaintext value after issuance. Merchant is responsible for storing credentials securely when they are created.

Merchant is responsible for all API calls, Checkout Sessions, Invoices, webhook changes, and payment instructions submitted using Merchant's credentials, whether or not authorized, except to the extent caused by Payclave's breach of these Terms.

19. Audit Trails and Records

Payclave may create append-only audit trails and event records for account actions, activation events, API key changes, invoice state transitions, payment verification, webhook deliveries, provider events, scheduled tasks, risk checks, and administrative actions.

Merchant acknowledges that Payclave may use these records to:

• Operate and secure the Services.
• Verify payments.
• Resolve disputes.
• Investigate fraud, abuse, or security incidents.
• Respond to legal, regulatory, tax, law enforcement, or compliance requests.
• Debug integrations.
• Improve reliability.
• Enforce these Terms.

Merchant must maintain its own books, records, transaction history, tax records, customer records, and reconciliation processes. Payclave records are provided as operational support and should not be Merchant's only source of truth for accounting, tax, inventory, order management, or legal retention.

20. Fees

Merchant must pay all fees described in Payclave's pricing page, dashboard, order form, invoice, usage report, or other written pricing schedule.

Unless Payclave states otherwise:

• Payclave fees are separate from blockchain network fees, gas fees, bridge fees, liquidity fees, routing fees, token issuer fees, wallet fees, third-party provider fees, and taxes.
• Network and third-party fees may be paid by the Customer, Merchant, or embedded in a route, depending on checkout configuration and route details.
• Fees are non-refundable once incurred.
• Merchant is responsible for taxes on Payclave fees and on Merchant's own sales.
• Payclave may change pricing prospectively after notice.
• Payclave may suspend paid features for non-payment.

If Payclave offers promotional, beta, free, test, discounted, or limited-use access, Payclave may modify or end that access at any time unless a signed agreement says otherwise.

21. Taxes

Merchant is solely responsible for determining, collecting, reporting, and remitting all taxes, duties, levies, assessments, withholding, and government charges associated with Merchant's goods, services, Customers, invoices, payments, refunds, and business operations.

Payclave does not provide tax advice, does not calculate Merchant's sales tax or VAT unless a separate feature expressly does so, and does not guarantee any tax treatment of stablecoin payments.

Merchant must provide tax documentation requested by Payclave, including information needed for Payclave's own tax compliance, invoicing, or reporting obligations.

22. Compliance With Laws

Merchant must comply with all laws, rules, regulations, sanctions, export controls, licensing requirements, consumer protection laws, advertising laws, tax laws, data protection laws, anti-money laundering laws, counter-terrorist financing laws, anti-bribery laws, and virtual asset laws applicable to Merchant, Customers, products, services, locations, payments, and use of Payclave.

Merchant must not use Payclave to avoid legal obligations, disguise transaction purpose, launder funds, evade sanctions, route funds for third parties without authorization, facilitate illegal activity, or misrepresent the source, purpose, value, sender, recipient, or nature of a payment.

Merchant must provide information requested by Payclave to support compliance reviews, sanctions screening, fraud prevention, risk monitoring, audits, legal requests, or investigations. Failure to provide timely and accurate information may result in delayed activation, restricted access, suspension, or termination.

23. Prohibited Businesses and Activities

Merchant must not use Payclave for any business, transaction, Customer, product, service, activity, or jurisdiction that Payclave prohibits. Prohibited uses include:

• Illegal goods or services.
• Fraud, deception, scams, phishing, impersonation, or social engineering.
• Money laundering, terrorist financing, sanctions evasion, or export-control violations.
• Stolen goods, counterfeit goods, or intellectual-property infringement.
• Malware, spyware, botnets, ransomware, credential theft, or hacking services.
• Illegal drugs, controlled substances, drug paraphernalia, or unauthorized pharmaceuticals.
• Weapons, explosives, ammunition, or military goods where restricted by law or Payclave policy.
• Human trafficking, exploitation, non-consensual content, or sexual abuse material.
• Hate, harassment, violence, extremist activity, or unlawful discrimination.
• Gambling, betting, lotteries, sweepstakes, fantasy sports, or games of chance unless expressly approved in writing and legally authorized.
• Adult content or services unless expressly approved in writing and legally authorized.
• High-risk financial products, securities, derivatives, margin trading, lending, yield products, pooled investment schemes, token launches, or investment advice unless expressly approved in writing and legally authorized.
• Crypto exchanges, mixers, tumblers, anonymizing services, OTC desks, broker-dealer activity, custodial wallet services, stored value products, money transmission, remittance, or third-party payment aggregation unless expressly approved in writing and legally authorized.
• Charities, political campaigns, religious fundraising, or donations unless expressly approved in writing and legally authorized.
• Multi-level marketing, pyramid schemes, debt collection, credit repair, foreclosure rescue, or deceptive business opportunities.
• Products or services that create excessive fraud, refund, complaint, regulatory, reputational, or security risk for Payclave.

Payclave may update prohibited categories from time to time. Payclave may reject, suspend, or terminate Merchant if Payclave reasonably believes Merchant is engaged in prohibited activity or creates unacceptable risk.

24. Sanctions and Restricted Jurisdictions

Merchant represents that Merchant, its beneficial owners, directors, officers, Authorized Users, and Customers for whom Merchant uses Payclave are not subject to sanctions or other restrictions that would prohibit Payclave from providing the Services.

Merchant must not use the Services in, from, for, or involving a country, region, person, wallet address, entity, product, or service that is sanctioned, embargoed, blocked, or otherwise restricted under applicable law or Payclave policy.

Payclave may screen Merchant information, Customer information, wallet addresses, transaction metadata, and other available data against sanctions, fraud, risk, and compliance sources. Payclave may block, delay, reject, investigate, or report activity if Payclave identifies potential sanctions, fraud, security, or legal risk.

25. Data, Privacy, and Security

Merchant must provide all notices and obtain all rights, consents, and lawful bases required for Payclave to process Merchant Content, Customer data, payment metadata, webhook data, and transaction records as needed to provide the Services.

Merchant must not submit unnecessary sensitive personal data to Payclave, including government identity numbers, payment card data, health data, biometric data, children's data, passwords, private keys, seed phrases, or highly sensitive customer information unless Payclave has expressly agreed in writing.

Payclave may process data to:

• Provide and secure the Services.
• Create Checkout Sessions and Invoices.
• Operate hosted checkout and status pages.
• Verify payments.
• Send Webhook Deliveries.
• Maintain audit trails.
• Provide support.
• Prevent fraud and abuse.
• Satisfy legal, tax, compliance, security, and regulatory obligations.
• Improve product reliability and performance.

Payclave will use commercially reasonable safeguards designed to protect data in its control. However, no service is perfectly secure. Merchant must maintain its own security controls, access controls, incident response procedures, backups, and monitoring.

If Merchant is subject to privacy or data protection laws that require a data processing agreement, Merchant must enter into Payclave's DPA before submitting regulated personal data to the Services.

26. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including API Keys, webhook secrets, technical documentation, pricing, security information, business information, product roadmaps, non-public integration details, and audit records.

The receiving party must:

• Use Confidential Information only to perform or receive the Services.
• Protect Confidential Information using reasonable care.
• Disclose Confidential Information only to personnel, advisers, contractors, or service providers who need to know it and are bound by confidentiality obligations.
• Not disclose Confidential Information to third parties except as permitted by these Terms or required by law.

Confidential Information does not include information that is public without breach, already known without restriction, independently developed, or lawfully received from a third party without a duty of confidentiality.

The receiving party may disclose Confidential Information if required by law, court order, or government request, provided it gives notice when legally permitted and cooperates with reasonable protective measures.

27. Merchant Content

Merchant grants Payclave a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, analyze, and use Merchant Content as needed to provide, secure, support, improve, and enforce the Services.

Merchant represents that it has all rights necessary to provide Merchant Content to Payclave and that Merchant Content does not violate law, infringe rights, mislead Customers, contain malicious code, or include prohibited data.

Payclave may remove, hide, reject, or restrict Merchant Content that Payclave reasonably believes is unlawful, misleading, insecure, infringing, harmful, or inconsistent with these Terms.

28. Intellectual Property

Payclave and its licensors own all rights in the Services, software, APIs, SDKs, documentation, designs, logos, trademarks, trade names, know-how, templates, verification logic, data models, audit systems, and other Payclave technology.

Subject to these Terms, Payclave grants Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to:

• Access the dashboard.
• Use the hosted checkout and status pages.
• Create Checkout Sessions and Invoices.
• Use Payclave APIs and SDKs for Merchant's own business.
• Display Payclave checkout buttons and approved Payclave marks solely to identify Payclave as a checkout option.

Merchant must not:

• Copy, modify, reverse engineer, decompile, or attempt to extract source code except as permitted by law.
• Remove proprietary notices.
• Use Payclave marks in a misleading way.
• State or imply partnership, endorsement, certification, or sponsorship without written approval.
• Resell, sublicense, rent, outsource, or provide Payclave as a service to third parties.
• Build a competing service using non-public Payclave materials.
• Interfere with or bypass security, rate limits, verification, access controls, or usage limits.

Merchant may provide feedback. Payclave may use feedback without restriction or compensation.

29. SDKs, Documentation, and Developer Tools

Payclave may provide SDKs, sample code, plugins, guides, API references, webhook examples, and other developer tools. Unless a separate open-source license applies, developer tools are provided under these Terms and may be used only to integrate Merchant with Payclave.

Merchant is responsible for testing integrations before live use. Merchant must implement Payclave documentation accurately, including:

• Backend session creation for production flows.
• Idempotency keys where supported.
• Webhook signature verification.
• Webhook idempotency.
• Test and live mode separation.
• Error handling.
• Status retrieval before fulfillment.
• Safe handling of customer metadata.
• Safe handling of API Keys and webhook secrets.

Documentation, SDKs, endpoints, response fields, supported statuses, headers, and examples may change. Payclave will use reasonable efforts to avoid breaking changes or provide notice where practicable, but Merchant must design integrations to tolerate ordinary API evolution.

30. Service Availability and Changes

Payclave will use commercially reasonable efforts to provide the Services, but Payclave does not guarantee uninterrupted, error-free, or real-time operation unless a signed service-level agreement says otherwise.

The Services may be unavailable, delayed, degraded, or inaccurate because of:

• Maintenance.
• Provider outages.
• Wallet, chain, bridge, RPC, or liquidity failures.
• Network congestion.
• Security incidents.
• Compliance reviews.
• Customer wallet issues.
• Merchant integration errors.
• Force majeure events.
• Bugs, data delays, or operational failures.

Payclave may modify, suspend, replace, remove, or discontinue features, routes, statuses, providers, SDKs, APIs, chains, tokens, settlement targets, verification rules, or dashboard functionality at any time. Payclave will use reasonable efforts to provide notice for material changes that adversely affect live merchants, where practicable.

31. Beta, Test Mode, and Sandbox Features

Payclave may offer beta, experimental, preview, test, sandbox, or developer features. These features may be incomplete, unsupported, changed without notice, or removed.

Test mode is for development and testing only. Test mode records, keys, webhooks, checkout sessions, invoices, and payment statuses may be simulated and must not be treated as live payment activity.

Merchant must not use test mode to mislead Customers, represent that payment occurred, fulfill real orders, or avoid compliance obligations.

32. Suspension and Restrictions

Payclave may suspend, restrict, disable, or terminate all or part of the Services immediately if Payclave reasonably believes:

• Merchant violated these Terms.
• Merchant provided false, incomplete, or outdated information.
• Merchant is using the Services for prohibited activity.
• Merchant presents fraud, sanctions, compliance, legal, security, operational, or reputational risk.
• Merchant's integration is insecure or abusive.
• Merchant's API Keys or webhook secrets are compromised.
• Merchant causes excessive disputes, complaints, failed webhooks, failed payments, or support issues.
• Payclave is required to do so by law, regulator, court, provider, bank, infrastructure provider, or law enforcement.
• Continued access could harm Payclave, Customers, third parties, or the integrity of the Services.

Payclave may also impose rate limits, transaction limits, review thresholds, delayed verification, additional manual review, provider restrictions, or feature restrictions.

Payclave is not liable for losses resulting from good-faith suspension, restriction, investigation, or termination under this section.

33. Term and Termination

These Terms begin when Merchant first accepts them or uses the Services and continue until terminated.

Merchant may stop using the Services at any time. Merchant may request Account closure by contacting support@payclave.com, subject to completion of pending investigations, legal obligations, unpaid fees, data retention requirements, and open support matters.

Payclave may terminate these Terms or Merchant's Account:

• For convenience with notice.
• Immediately for breach of these Terms.
• Immediately for prohibited activity, sanctions risk, fraud, security risk, legal risk, or regulatory requirement.
• If Merchant becomes inactive for an extended period.
• If Payclave discontinues the Services.

After termination:

• Merchant must stop using the Services, API Keys, SDKs, and Payclave marks.
• Payclave may disable API Keys and dashboard access.
• Payclave may continue to retain records as required or permitted by law, security, fraud prevention, tax, audit, dispute resolution, and legitimate business needs.
• Pending Webhook Deliveries, retries, support requests, or exports may be limited or unavailable.
• Merchant remains responsible for fees, taxes, customer obligations, refunds, disputes, and compliance obligations that arose before termination.

Sections intended to survive will survive, including sections covering payment responsibilities, data retention, audit trails, confidentiality, intellectual property, fees, taxes, compliance, prohibited activity, disclaimers, indemnity, limitation of liability, dispute resolution, and general terms.

34. Warranties and Disclaimers

Each party represents that it has authority to enter into these Terms.

Merchant represents and warrants that:

• Merchant's use of Payclave complies with law.
• Merchant's products and services are lawful.
• Merchant has all required licenses, registrations, approvals, and authorizations.
• Merchant has rights to Merchant Content.
• Merchant's settlement wallet instructions are accurate and authorized.
• Merchant will not use Payclave for prohibited activity.
• Merchant will provide accurate information to Payclave.
• Merchant will secure API Keys, webhook secrets, and integrations.
• Merchant will honor customer-facing terms and applicable consumer obligations.

Except as expressly stated, the Services are provided "as is" and "as available". To the maximum extent permitted by law, Payclave disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, uninterrupted operation, error-free operation, route availability, wallet compatibility, chain finality, liquidity, stablecoin value, tax outcome, regulatory outcome, or suitability for Merchant's business.

Payclave does not guarantee that:

• A Customer will complete payment.
• A route will be available.
• A transaction will confirm by a particular time.
• A token will maintain value.
• A bridge, smart contract, wallet, chain, RPC provider, or Payment Orchestration Provider will work correctly.
• Merchant will receive any particular volume, conversion rate, revenue, or business outcome.
• Payment records will satisfy Merchant's accounting, tax, legal, or regulatory needs.

Nothing in these Terms excludes warranties or liabilities that cannot be excluded under applicable law.

35. Limitation of Liability

To the maximum extent permitted by law, Payclave will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost business, lost goodwill, lost data, loss of use, replacement services, business interruption, customer disputes, reputational harm, token value changes, market movements, network fees, failed routes, bridge failures, wallet errors, smart contract failures, provider failures, chain reorganizations, or irreversible blockchain transfers, even if Payclave has been advised of the possibility of those damages.

To the maximum extent permitted by law, Payclave's total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of:

• The fees Merchant paid to Payclave for the Services giving rise to the claim during the twelve months before the event giving rise to liability; or
• USD 100.

The limitations in this section apply to all theories of liability, including contract, tort, negligence, strict liability, statutory liability, and otherwise.

The limitations do not apply to liability that cannot be limited under applicable law or to any exceptions expressly stated in a signed agreement.

36. Indemnity

Merchant will defend, indemnify, and hold harmless Payclave, its affiliates, directors, officers, employees, contractors, providers, licensors, and agents from and against any claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Merchant's goods or services.
• Merchant's relationship with Customers.
• Merchant Content.
• Merchant's use or misuse of the Services.
• Merchant's breach of these Terms.
• Merchant's violation of law.
• Merchant's tax, consumer protection, privacy, sanctions, export, licensing, or regulatory obligations.
• Merchant's prohibited activity.
• Merchant's settlement wallet instructions.
• Merchant's failure to secure API Keys, webhook secrets, or integrations.
• Merchant's failure to verify webhook signatures or handle webhook idempotency.
• Merchant's refund, cancellation, fulfillment, delivery, or support obligations.
• Disputes between Merchant and Customers.
• Claims that Merchant's products, services, content, or business infringe or violate third-party rights.

Payclave will provide reasonable notice of indemnified claims and may control the defense of claims that affect Payclave's rights, reputation, regulatory position, security, or product integrity. Merchant may not settle a claim in a way that admits fault by Payclave, imposes obligations on Payclave, or affects Payclave's rights without Payclave's written consent.

37. Payclave IP Indemnity

If Merchant has paid fees for the Services and a third party claims that Payclave's core hosted checkout software, as provided by Payclave and used according to these Terms, infringes that third party's intellectual property rights, Payclave will defend Merchant against that claim and pay damages finally awarded by a court or settlement approved by Payclave.

Payclave has no obligation for claims arising from:

• Merchant Content.
• Third-party services.
• Payment Orchestration Providers.
• Open-source software.
• Merchant's modifications.
• Merchant's combination of Payclave with other systems.
• Use after Payclave tells Merchant to stop.
• Use outside documentation.
• Free, beta, test, preview, or unsupported features.

Payclave may resolve an IP claim by obtaining rights, modifying the Services, replacing the affected feature, or terminating the affected feature. This section states Payclave's entire liability for IP infringement claims.

38. Third-Party Services

The Services may interoperate with third-party services, including chains, wallets, token issuers, bridges, liquidity venues, route providers, RPC providers, cloud providers, analytics services, email services, identity services, security services, and Payment Orchestration Providers.

Third-party services are not controlled by Payclave. Merchant's use of third-party services may be subject to separate terms, privacy policies, fees, risk disclosures, sanctions controls, and eligibility requirements.

Payclave is not responsible for third-party services, third-party content, third-party fees, third-party outages, third-party security incidents, third-party legal compliance, or third-party acts or omissions.

39. Communications and Notices

Payclave may communicate with Merchant through the dashboard, email, API responses, documentation, status pages, webhooks, in-product notices, or other reasonable channels.

Merchant must keep contact information current and must monitor operational, security, legal, support, and billing notices.

Legal notices to Payclave must be sent to:

[PAYCLAVE LEGAL ENTITY]
[LEGAL NOTICE ADDRESS]
hello@payclave.com

Operational support requests should be sent to support@payclave.com unless the dashboard or documentation provides another support channel.

Notices are deemed given when delivered electronically, when posted in the dashboard, when sent to Merchant's registered email address, or when otherwise delivered according to applicable law.

40. Changes to These Terms

Payclave may update these Terms from time to time. Payclave will update the version date and, for material changes, use reasonable efforts to notify active Merchants before or when changes take effect.

Continued use of the Services after updated Terms take effect constitutes acceptance. If Merchant does not agree to updated Terms, Merchant must stop using the Services before the effective date and may terminate the Account.

For changes required by law, security, provider requirements, or urgent operational needs, Payclave may make changes effective immediately.

41. Governing Law and Dispute Resolution

These Terms are governed by the laws of [GOVERNING LAW JURISDICTION], without regard to conflict of law principles.

Before filing a formal claim, the parties will attempt in good faith to resolve disputes through business escalation. A party seeking escalation must provide written notice describing the dispute, requested relief, and supporting facts. The parties will attempt to resolve the dispute within 30 days unless urgent relief is required.

If the dispute is not resolved, the parties agree to [COURTS OR ARBITRATION MECHANISM], located in [FORUM / SEAT], unless applicable law requires another forum.

Either party may seek injunctive or equitable relief for misuse of confidential information, intellectual property infringement, security threats, unauthorized access, or urgent legal harm.

42. Force Majeure

Payclave is not liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, blockchain outages, chain congestion, wallet failures, provider failures, bridge failures, liquidity failures, government action, legal restrictions, cyberattacks, power failures, cloud provider outages, epidemics, pandemics, or other force majeure events.

43. Assignment

Merchant may not assign, transfer, delegate, or sublicense these Terms, the Account, API Keys, or rights to use the Services without Payclave's prior written consent.

Payclave may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, change of control, affiliate transfer, or by operation of law.

Any attempted assignment in violation of this section is void.

44. Export, Anti-Bribery, and Government Use

Merchant must comply with export control, anti-bribery, anti-corruption, sanctions, and government procurement laws applicable to Merchant's use of the Services.

Merchant must not offer, promise, authorize, or provide anything of value to improperly influence a public official, customer, vendor, Payclave employee, or third party in connection with the Services.

If Merchant is a government entity or uses the Services for government purposes, additional terms may apply and Payclave may decline or restrict use.

45. Publicity

Payclave may identify Merchant as a Payclave customer using Merchant's name and logo in customer lists, decks, investor materials, and websites, unless Merchant opts out by written notice to support@payclave.com or a signed agreement says otherwise.

Merchant must not issue press releases, public announcements, case studies, or marketing materials implying Payclave endorsement, partnership, certification, or special relationship without Payclave's written approval.

46. No Waiver; Severability

Failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the party waiving rights.

If any provision is held invalid, unlawful, or unenforceable, the remaining provisions remain in effect, and the invalid provision will be interpreted or replaced to best accomplish its original purpose to the extent permitted by law.

47. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary relationship, employment relationship, franchise, or exclusive relationship.

Merchant has no authority to bind Payclave, and Payclave has no authority to bind Merchant except as expressly stated in these Terms or a signed agreement.

48. Entire Agreement

These Terms, together with incorporated documents and signed order forms or addenda, are the entire agreement between Payclave and Merchant regarding the Services and supersede prior or contemporaneous agreements, proposals, representations, or understandings about the Services.

49. Contact

Questions about these Terms should be sent to:

hello@payclave.com

Operational support questions should be sent to:

support@payclave.com