Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Zoyn website at zoyn.com, the Zoyn merchant dashboard, Zoyn-served checkout and payment pages, and all associated services and software (together, the "Service").

The Service is operated by Zoyn Technologies Inc., a Wyoming corporation, doing business as "Zoyn" ("Zoyn," "we," "us," or the "Company"). Company details are published at /legal/company-details. Every reference to "Zoyn" in these Terms, and in any document that incorporates them, means Zoyn Technologies Inc. "You" means the person using the Service or, if you act for a business or other entity, that entity.

How the Zoyn legal documents fit together. Zoyn publishes five legal documents:

1. these Terms, which apply to everyone who uses the Service — including merchants, sales partners, buyers who pay a Zoyn merchant, and website visitors;
2. the Merchant Services Agreement at /legal/merchant-services-agreement, the one agreement a merchant accepts, which incorporates these Terms, the Privacy Policy and the Data Processing Agreement;
3. the Privacy Policy at /legal/privacy-policy, including its cookie and sub-processor annexes;
4. the Data Processing Agreement at /legal/data-processing-agreement, which applies where Zoyn processes personal data for a merchant; and
5. the Partner Agreement at /legal/partner-agreement, which applies to independent sales organizations and referral partners.

If you use the Service as a merchant, the Merchant Services Agreement also applies to you and controls over these Terms on matters within its scope. If you are a sales partner, the Partner Agreement controls over these Terms on matters within its scope. Annex A (Acceptable Use Policy) and Annex B (Geographic Restrictions) at the end of these Terms are part of these Terms.

BY ACCESSING OR USING THE SERVICE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SERVICE. These Terms contain a binding individual-arbitration agreement, a class-action and jury-trial waiver, and, for consumers only, a 30-day right to opt out of arbitration (Section 18). Please read Section 18 carefully.

1. Who may use the Service

1.1 Age

You must be at least 18 years old to use the Service. By using the Service you confirm that you are at least 18. Zoyn may close any account that belongs to a person under 18.

1.2 Authority

If you use the Service for a business or other entity, you confirm that you have authority to bind that entity to these Terms. If you do not, do not use the Service for that entity.

1.3 Geography

You may not use the Service if you are located in, organized in, or a national or resident of a jurisdiction subject to comprehensive U.S. sanctions, or if you are listed on any OFAC sanctions list. Annex B sets out the current geographic restrictions. Sanctions programs change; the current Annex B controls.

1.4 Business type

A merchant whose business falls in a prohibited category in Annex A, Part 1 — and, during the Beta period, a merchant in a high-risk category Zoyn chooses to restrict (Section 9.1) — may not apply for or keep an account. Zoyn may decline any application at its discretion. A declined applicant keeps full use of its own third-party infrastructure accounts, because Zoyn's approval controls access to Zoyn's software only, not access to any payment network.

2. What Zoyn is — non-custodial software, not a financial service

2.1 What Zoyn is

Zoyn is a software-as-a-service platform that lets merchants set up and manage USDC and, where enabled, EURC payment links using their own third-party payment-infrastructure accounts. Zoyn is a software provider only — a configuration and orchestration tool licensed to merchants for their own use.

Zoyn holds no merchant or buyer funds at any point. Buyer funds never pass through, and never rest in, a wallet or account Zoyn controls. A payment settles from the buyer's own wallet — or from the independent fiat on-ramp provider the buyer uses — into the merchant's on-chain payment-splitter contract. Where a buyer pays by card through their own wallet, the provider delivers the digital assets to that wallet, and the buyer's one-time signed permission then moves exactly the agreed amount from that wallet to the splitter. Zoyn does not accept funds from any person for transmission to another, and no Zoyn-controlled address ever receives or holds a buyer's payment. Where a buyer pays by card or bank transfer, the party that takes, converts, and delivers that money is an independent on-ramp provider acting under its own licences and registrations — the regulated party on that leg is the provider, not Zoyn (Section 2.7).

Zoyn's fee. Zoyn's only compensation from a payment is its agreed fee share, which the merchant's splitter contract pays to a Zoyn address when it pays the merchant. This is visible on the public blockchain.

Zoyn is not, and does not hold itself out as, any of the following, and is not licensed or regulated as any of them:

• a bank, credit union, or other depository institution;
• a money services business, money transmitter, payment processor, or payment gateway;
• an acquirer, merchant of record, or payment facilitator;
• a broker-dealer, investment adviser, or registered investment company;
• a commodity trading adviser or commodity pool operator;
• a cryptocurrency exchange, custodian, or wallet provider;
• an escrow agent, trustee, or stakeholder holding funds for anyone;
• an insurer of, or guarantor against, any risk described in these Terms;
• a financial planner, tax adviser, or legal adviser.

Zoyn provides software only, and takes on no financial obligation in respect of any payment.

2.2 NON-CUSTODIAL SOFTWARE

Non-custodial software. The Service does not take custody of any merchant's or buyer's funds and does not hold the private key to any merchant or buyer wallet. It does store the merchant's thirdweb Secret Key, sealed and revocable by the merchant, and that key can make thirdweb sign and send from wallets inside the merchant's own thirdweb project; Zoyn uses it only as the Merchant Services Agreement, Section 3, allows (Section 3.3). The Service cannot freeze, reverse, recall, or redirect an on-chain transfer. Title to and control of digital assets stay with the merchant or buyer, and using the Service does not create a custodial relationship with Zoyn. Payments settle into a payment-splitter contract whose recipients and shares are set when it is deployed and are designed not to be changeable afterward. Where a buyer pays by card through their own wallet, Zoyn's systems have the merchant's thirdweb project wallet submit the one payment the buyer signed — that exact amount, to that splitter contract, within 24 hours; the submission cannot change the amount, the destination, or the time limit, and until it is made the money stays in the buyer's own wallet. Zoyn's systems may also start the on-chain step that pays a splitter contract out to its preset recipients; that step cannot change who is paid or how much, and anyone may start it.

2.3 Regulatory position

Regulatory position. Zoyn does not accept, hold, or transmit funds for others. That is a description of how the Service is built, not a preference: no Zoyn-owned address ever receives or holds a buyer's payment; a buyer's payment moves from the buyer's own wallet (or the on-ramp provider's) to the merchant's splitter contract in one transfer; Zoyn holds no private key to any merchant or buyer wallet and no key to any splitter contract, so no key exists by which Zoyn could move a settled payment out of the splitter; the wallet used to deploy a splitter contract is never one of its recipients; and the splitter's payout function is permissionless, so anyone can release a merchant's settled money and Zoyn cannot gate, delay, or withhold it. Zoyn does store each merchant's thirdweb Secret Key, sealed and revocable by the merchant. For card payments, Zoyn uses it to have the merchant's own thirdweb project wallet submit the single payment a buyer signed, exactly as signed, to that merchant's splitter contract; Zoyn's software decides whether and when to submit it, and if it is not submitted the money stays in the buyer's wallet. The money leg is carried by parties that hold their own licences — the on-ramp provider on the card or fiat step (Section 2.7) and the public blockchain on the settlement step. On those facts Zoyn does not consider itself a money services business or money transmitter, and Zoyn holds no money-transmission or other financial-services licence. This is Zoyn's own view; it has not been confirmed by any regulator or court, laws in this area are changing, and Zoyn may need to change or stop the Service as a result. You must not rely on Zoyn's view for your own regulatory position.

2.4 Not advice

Nothing on the Zoyn website or in the Service is financial, investment, tax, legal, or other professional advice. Talk to qualified professionals before making decisions about digital-asset payments, the tax treatment of digital-asset receipts, or your business's regulatory compliance.

2.5 No endorsement of merchants

A merchant being on the Zoyn platform does not mean Zoyn endorses, approves, recommends, vets, or guarantees that merchant, its products, or its conduct. Zoyn's controls exist for Zoyn's own compliance; they are not a commercial vetting of any merchant for the benefit of buyers. You deal with merchants at your own risk.

2.6 THE MERCHANT IS THE SELLER; ZOYN IS NOT

In every sale, the merchant is the principal and the only seller of record. The merchant sells its own goods or services, on its own terms, to its own buyer, and is paid on-chain into a contract configured for it. Zoyn is not the seller, not the merchant of record, not a party to the sale, and receives no part of the price other than its own preset fee share (Section 2.1). Where a buyer funds a purchase by card, the independent on-ramp provider is, under its own terms, the merchant of record for that card/fiat funding step, which is a separate transaction, with a separate operator, separate licences, and separate terms, from the merchant's sale (Sections 2.7 and 6.1).

As between Zoyn and the merchant, the merchant is responsible for all of the following, and Zoyn is responsible for none of them: the goods or services sold and their description, fitness, delivery, and after-sale support; the terms of sale and any return, cancellation, warranty, or refund promise the merchant makes; all taxes, duties, value-added tax, withholding, information reporting, and regulatory filings arising from the merchant's receipts (Section 8); the legality of the merchant's business, products, and marketing everywhere it sells; any customer-identification, know-your-customer, or anti-money-laundering obligation the merchant owes in respect of its own buyers; and handling every buyer complaint, dispute, and chargeback (Section 6). Zoyn makes no representation that any merchant's business model is lawful in any jurisdiction.

2.7 WHO HOLDS THE LICENCES — THE ON-RAMP PROVIDERS ARE THE REGULATED PARTIES ON THE MONEY LEG

The licensed parties in a card- or bank-funded payment are the on-ramp providers, not Zoyn. Where a buyer funds a purchase that way, an independent on-ramp provider reached through thirdweb's Universal Bridge — for example Stripe, Coinbase, or Transak — takes that money, converts it into digital assets, and delivers them. Under its own terms, and under its own licences and registrations, that provider:

(a) is the merchant of record for that purchase;

(b) performs the identity (KYC) verification and the sanctions screening on the buyer for it;

(c) decides any refund, chargeback, or dispute on it; and

(d) is responsible for holding, and for disclosing in its own terms, 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, receives nothing from it, and has no lever over it. Read the provider's own terms — shown to the buyer at checkout — for what that provider does and what it is licensed to do. 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. Naming a provider above is not a statement that it is available for any payment: which provider serves a given payment, if any, is decided at the time of payment by thirdweb and the providers, the list is not fixed, and it may change without notice (Sections 6.1 and 7.3(h)).

What happens on the other leg, and why Zoyn cannot stand in the way of settled money. Value settles from the buyer, or from the on-ramp provider's own wallet, into the merchant's on-chain splitter contract, and from there to the merchant's own payout wallet. Where a buyer pays by card through their own wallet, the provider delivers the digital assets to that wallet, and the buyer's one-time signed permission then moves exactly the agreed amount from that wallet to the splitter contract; the merchant's thirdweb project wallet submits it on Zoyn's instruction, using the merchant's stored Secret Key, and cannot change it. It never rests with Zoyn, and never rests in the merchant's thirdweb project wallet. Zoyn holds no private key to any merchant or buyer wallet and no key to any splitter contract; the wallet used to deploy a splitter contract is never one of its recipients; and the splitter's payout function is permissionless — anyone, including the merchant, can call it, and it pays only the preset recipients in the preset shares. Zoyn therefore cannot gate, delay, or withhold a merchant's settled money, and has no mechanism by which it could. Before a card payment is submitted, Zoyn's software decides whether and when to submit it; until then the money is in the buyer's own wallet, not the merchant's and not Zoyn's. The only Zoyn-owned address that receives anything in that path is the one that receives Zoyn's own agreed fee share, which the contract pays, in public, when it pays the merchant (Sections 2.1 and 2.2).

What Zoyn is, on these facts. Zoyn licenses configuration and orchestration software to merchants. It is not in the money leg, it is not a party to the buyer's transaction with a provider, and it takes on no financial obligation for any payment (Section 2.1). Nothing in this Section is a licence, a registration, an endorsement, a safe harbour, or relief of any kind, for Zoyn or for anyone else, and nothing in it changes what any law requires of you (Sections 2.3, 2.4, and 2.6).

3. Merchant infrastructure — bring your own keys (BYOK)

3.1 Merchant-owned accounts and keys

Zoyn works on a bring-your-own-infrastructure basis. Each merchant keeps its own direct relationship with the payment-infrastructure provider (thirdweb), creates and owns that account, and supplies its own credentials and its own payout wallet. The merchant enters its own thirdweb Client ID and Secret Key into the dashboard itself, through the merchant Owner role. Zoyn does not create infrastructure accounts for merchants and does not hold the private key to any merchant or buyer wallet.

3.2 Who creates the splitter contract

The merchant does not deploy its own payment-splitter contract, and the administrative role recorded on that contract is Zoyn's, not the merchant's. Zoyn deploys the contract so that a merchant does not have to commission one. It does so from a payment-splitter contract standard published by the infrastructure provider — Zoyn writes no contract code of its own — using the payout address the merchant supplied and the fee share the merchant accepted. Zoyn cannot deploy a splitter contract at all for a merchant that has not accepted a rate.

That role does not give Zoyn custody of any funds. Zoyn makes no representation that that contract standard, or any smart contract, has been audited, reviewed, or is free of defects, and Zoyn gives no warranty for that contract or any smart contract (Sections 7.3(d) and 14).

3.3 How credentials are handled, and what they can do

Credentials a merchant enters in the dashboard are stored in encrypted form and used only as the Merchant Services Agreement allows. They remain the merchant's, and the merchant can revoke or rotate them at any time.

A merchant's thirdweb Secret Key is not a wallet key, but it is not harmless. It can change the merchant's thirdweb project settings, including settings that decide where a payment is directed, and it can spend from any wallet that lives inside the same thirdweb project (thirdweb calls these "server wallets"). The Merchant Services Agreement, Section 10, states exactly what the key can and cannot do, and governs. Where card payments are offered for a merchant, Zoyn uses that power only to have the merchant's project wallet submit buyers' signed payments, exactly as signed, and pay their network fees from ETH Zoyn provides, and, once Zoyn has told the merchant in writing, to trigger the payout of the merchant's splitter contract (Merchant Services Agreement, Section 3(d)).

3.4 MERCHANT RESPONSIBILITY FOR KEYS AND INFRASTRUCTURE

The merchant alone is responsible for the security, validity, funding, configuration, and lawful use of its own accounts, credentials, and wallets; for the accuracy of every payout and beneficiary address it supplies or approves (Section 6.5); and for its own relationship and agreements with the infrastructure provider. If Zoyn stops operating, or a merchant leaves, the merchant's accounts, credentials, and wallets stay intact and under the merchant's own control, and any splitter contract already deployed for the merchant keeps existing and keeps paying its preset recipients without Zoyn. Zoyn is not liable for loss, misuse, compromise, misconfiguration, or unavailability of merchant-owned keys, wallets, or accounts, except as Section 15.3 provides.

4. Accounts

4.1 Accurate information

You must give accurate, current, and complete information when you create an account and keep it up to date. Giving false information breaks these Terms and may lead to immediate account closure.

4.2 Account security

You are responsible for keeping your sign-in details confidential and for everything that happens under your account. Tell Zoyn immediately at dev@zoyn.com about any unauthorized use. Zoyn will never ask for your private key, seed phrase, or thirdweb Secret Key by email, chat, or support ticket.

4.3 One account per business

Each business may keep only one active Zoyn merchant account. Creating duplicate accounts to get around restrictions, limits, or a suspension is prohibited.

4.4 Merchant category

If you apply for or hold a merchant account, the business category (Merchant Category Code, or "MCC") you select during sign-up must accurately describe the main nature of your business. You must tell Zoyn within 30 days of any material change to your business's main activity that would call for a different category. Misrepresenting your business category may lead to suspension or termination of your account. This Section 4.4 is the merchant category attestation referred to in the Merchant Services Agreement.

5. Acceptable use

Your use of the Service is subject to the Acceptable Use Policy in Annex A. In particular, you must not use the Service to:

(a) break any law, regulation, or government order;

(b) infringe anyone's intellectual property, privacy, or other rights;

(c) send content that is defamatory, fraudulent, misleading, obscene, or harmful;

(d) manipulate or defraud buyers;

(e) get around any geographic restriction or sanctions control of the Service;

(f) try to gain unauthorized access to any part of the Service or to anyone else's account;

(g) interfere with or disrupt the integrity or performance of the Service; or

(h) do anything that breaks anti-money-laundering, counter-terrorist-financing, or sanctions laws.

6. Payments, finality, refunds, and disputes

6.1 TWO SEPARATE LAYERS

A purchase may involve two separate steps performed by different parties:

(a) a card/fiat step, performed by an independent on-ramp provider reached through thirdweb's Universal Bridge, under that provider's own terms and its own licences, as merchant of record for the card transaction. That provider, not Zoyn, is the regulated party for that step, and it performs the identity and sanctions checks on the buyer for it (Section 2.7). Which provider serves a given payment — and whether any provider serves it at all — is decided at the time of that payment by thirdweb and the providers, and is not a fixed list. thirdweb may route a payment to any of several providers, and the list may change. Zoyn does not select these providers and makes no representation about any provider's licensing, registration, or compliance program; and

(b) an on-chain settlement of digital assets (USDC or EURC) on the Base network.

These are separate layers with separate operators, separate terms, and separate remedies. A card-funded payment may also pass through automated exchange, routing, or bridging steps chosen by thirdweb or its partners at the time of payment. If a funding step succeeds and a later step fails, the intermediate funds are normally left in the buyer's own wallet, possibly as a different token; no party automatically returns them, and neither Zoyn nor the merchant can see or fix that.

6.2 ON-CHAIN FINALITY

Once digital assets settle on-chain, the transfer is FINAL. It cannot be reversed, cancelled, or charged back by Zoyn, the merchant, the buyer, or any technology provider — no one holds the keys to do so. Treat an on-chain settlement as irreversible before you rely on it.

This is a statement of incapacity, not of policy. Zoyn cannot reverse, cancel, claw back, charge back, recall, freeze, or re-route a settled payment. It is not that Zoyn declines to on request: there is no mechanism by which it could. A settled transfer on a public blockchain has no reverse. The only way to return funds is a new, voluntary transfer from the person who received them.

6.3 CARD DISPUTES STAY WITH THE PROVIDER AND THE MERCHANT

On-chain payments are not subject to card chargebacks: once the splitter contract distributes a payment, no card network, issuing bank, or acquiring bank can reverse it. Where a buyer funds a payment by card or bank transfer, a chargeback or bank reversal may still be possible at the on-ramp layer, under the provider's own terms — the buyer disputes the conversion with the provider, not the on-chain payment to the merchant.

Any refund, chargeback, or dispute about the card/fiat step is governed by the on-ramp provider's terms and is a matter between the buyer, the provider, and the merchant. Zoyn processes no card or fiat transaction, is not in the card networks' dispute chain, receives no notice of on-ramp disputes, handles no chargebacks, and has no role, lever, or liability in that step. A card dispute does not reverse the on-chain settlement or Zoyn's fixed fee share. Merchants should still keep records showing delivery (Section 6.7), because on-ramp providers or their partners may contact a merchant's buyers about a disputed conversion.

Nothing in this Section waives any consumer right that the law does not allow to be waived, including card-network or Regulation E rights you may have against a provider, or a statutory right of withdrawal under applicable consumer law.

6.4 Zoyn has no refund feature — a refund is the merchant's own transfer

Zoyn does not process refunds. The Service has no refund feature, and Zoyn holds no funds from which a refund could be paid.

If a merchant chooses to refund a buyer, the merchant does so outside the Zoyn platform, by sending its own transfer, from its own wallet, using its own wallet software, to an address the merchant has verified. Zoyn is not involved in that transfer, does not see it in advance, and cannot prevent, delay, or reverse it. The merchant pays the network fee (gas, in Base ETH) for that transfer; the amount depends on network conditions, and Zoyn does not provide ETH for it. The ETH Zoyn places in the merchant's thirdweb project wallet for card payments may be used only for the network fees described in the Merchant Services Agreement, Section 4A.3, not for refunds or anything else.

Zoyn's fee on a refunded payment is not refunded. The fee was paid to Zoyn by the splitter contract when the original payment settled. A merchant who refunds a buyer does so from its own funds, with no contribution from Zoyn toward the fee portion.

Zoyn does not require any merchant to issue a refund. A merchant's obligation to its buyers is governed by the merchant's own refund policy and applicable consumer law — not by these Terms or the Merchant Services Agreement.

6.5 WALLET-ADDRESS ACCURACY IS THE MERCHANT'S RESPONSIBILITY; CHANGES ARE PROSPECTIVE ONLY

The merchant (and, where applicable, its sales partner) is solely responsible for the accuracy of every wallet or beneficiary address it provides or approves. Because on-chain transfers cannot be undone, Zoyn has no liability for funds sent to an address the merchant or its partner supplied or approved, except to the extent caused by Zoyn's own gross negligence, willful misconduct, or fraud.

Changing payout settings does not and cannot change any past on-chain transfer or any splitter contract already deployed. A settings change produces a new splitter contract for future payments only; past settlements to the earlier contract stay final and unchanged.

6.6 Fees

Zoyn's fee is the preset on-chain share configured in the merchant's splitter contract, agreed with the merchant before it is set. Zoyn cannot deploy a splitter contract for a merchant that has not accepted a rate, and cannot change an agreed rate by giving notice, by amending these Terms, or by publishing any document. A rate change takes effect only with the merchant's consent and only through a new splitter contract for future payments (Section 6.5). Fees are earned on settlement and are not reversed by a later card dispute or a merchant refund.

6.7 Buyer disputes with a merchant, and record keeping

When a buyer contacts Zoyn with a dispute or complaint about a merchant's goods or services, Zoyn: (1) may give the buyer the merchant's contact information for the purpose of the dispute; (2) may tell the merchant about the dispute; (3) will not decide disputes between merchants and buyers; and (4) may record persistent disputes in the merchant's account record for compliance purposes. The merchant alone is responsible for resolving disputes with its buyers under its own policies, applicable consumer law, and good commercial practice.

Merchants should keep, for each payment, records enough to support the sale and any refund decision: the payment reference and transaction hash (both shown in the dashboard), proof of delivery or performance, buyer communications, and the merchant's refund policy in effect at the time of sale. These records are the merchant's main defence in a buyer dispute, an on-ramp inquiry, or a tax examination. Zoyn keeps transaction metadata for its own record-keeping but does not keep a merchant's commercial records.

6.8 Refund fraud warning

On-chain transfers cannot be undone. A merchant should treat a refund request like any outgoing payment: check that the refund address is the address the buyer actually paid from, or one the buyer has verifiably authorized; watch for someone posing as a buyer and asking for a "refund" to an unrelated address; never share private keys; and never sign a transaction whose contents it has not checked itself. A refund sent to the wrong address cannot be recovered by Zoyn or anyone else.

7. Digital-asset, network, and third-party risk

7.1 Third-party services

The Service connects to or depends on third-party services, including thirdweb (Non-Fungible Labs, Inc., payment infrastructure), independent on-ramp providers, Clerk (sign-in), cloud and content-delivery providers, and others. Each is governed by its own terms and privacy policy. Zoyn is not responsible for the content, practices, availability, or regulatory status of any third-party service, and your use of any of them is at your own risk.

Merchant-owned infrastructure — including a merchant's thirdweb account, API credentials, and payout wallet — is brought, owned, and governed by the merchant under its own agreements with those third parties. The merchant's splitter contract is deployed by Zoyn as described in Section 3.2, from a contract standard published by the infrastructure provider. Zoyn is not a party to those third-party agreements and is not responsible for the acts or omissions of thirdweb, any on-ramp provider, the Base network, any stablecoin issuer, or any other third-party infrastructure, and none of them is Zoyn's agent, partner, or subcontractor.

Zoyn cannot pass on a remedy it does not itself hold. Zoyn's own rights against thirdweb, any on-ramp provider, any stablecoin issuer, and any other provider are set and limited by those parties' own terms, which Zoyn does not set and cannot change. No obligation a third party owes Zoyn is an obligation owed to you.

7.2 Third-party services and who is responsible

Third-party services. The Service relies on services run by independent third parties, including thirdweb (payment infrastructure and checkout), on-ramp and card providers, stablecoin issuers, and the Base network. Your use of any third-party service is governed by that party's own terms and is at your own risk. Zoyn does not control, endorse, or take responsibility for any third-party service.

Who is responsible for what. Zoyn's role is limited to its own software. In particular:

(a) Card and bank payments. Where a buyer pays by card or bank transfer, the independent payment provider shown at checkout (or a company it works with) takes that payment, converts it into digital assets, and delivers them, under its own terms with the buyer. That provider is the licensed and regulated party for that step. It is responsible, under its own terms, for the identity (KYC) verification and sanctions screening it performs on the buyer, for any other anti-money-laundering controls it applies to that payment, for deciding any refund, dispute, or chargeback on that payment, and for holding and disclosing the licences and registrations its activities require. Zoyn does not take, hold, convert, or transmit the buyer's money at any point in that step, is not a party to it, and performs none of those checks — and Zoyn makes no representation about any provider's licensing or compliance; that responsibility, and that disclosure, are the provider's own (Section 2.7).

(b) thirdweb. Non-Fungible Labs, Inc. (thirdweb) provides, under its own terms, the smart-contract standard from which splitter contracts are deployed, the checkout and wallet-connection software used on Zoyn-served payment pages, and the infrastructure through which contract transactions, such as deploying and paying out splitter contracts, are submitted to the blockchain. Transactions are carried out by the Base network, which no one operates under contract with Zoyn.

(c) Zoyn. Zoyn provides software that configures and coordinates those services. Zoyn is not a party to a buyer's agreement with a payment provider or to a merchant's agreement with thirdweb, does not perform the activities in paragraphs (a) and (b), and is not liable for them.

(d) Merchants. Each merchant remains responsible for its own legal, regulatory, tax, and sanctions compliance (including any identity-verification or anti-money-laundering obligation the law places on it for its own buyers), for its own keys, wallets, credentials, and payout addresses, and for its own agreement with thirdweb (Sections 2.6, 3.4, and 6.5).

7.3 DIGITAL-ASSET AND NETWORK RISK — SUMMARY OF WHAT ZOYN IS NOT LIABLE FOR

You accept the inherent risks of digital assets and public blockchains. To the maximum extent the law allows, Zoyn is not liable for, and expressly disclaims responsibility for, losses arising from:

(a) STABLECOIN DEPEG, ISSUER, OR REGULATORY RISK — any loss, reduction, or fluctuation in the value or redeemability of USDC, EURC, or any stablecoin, including a depeg from its reference currency; any failure, suspension, or refusal of redemption; any act, omission, freeze, blacklisting, or insolvency of a stablecoin issuer; and any change in the legal, regulatory, or tax status or treatment of any stablecoin anywhere;

(b) BLOCKCHAIN AND CHAIN-REORGANIZATION RISK — chain reorganizations, forks (including a contentious fork and which chain Zoyn or thirdweb supports afterward), finality failures, network congestion, gas-price spikes or other fee changes, protocol changes, validator, sequencer, prover, block-builder, or node failures, downtime, censorship, or misbehaviour, chain halts, transactions that fail, revert, stall, are dropped, or are never included in a block (including for insufficient gas), the immutable execution of smart-contract code exactly as written (including where the result is one no party intended), and any malfunction, delay, or defect of the Base network or any blockchain the Service relies on;

(c) UPSTREAM-OUTAGE RISK — outages, downtime, degradation, rate-limiting, suspension, change, or discontinuation of any third-party service the Service depends on, including the infrastructure provider, on-ramp providers, sign-in providers, and cloud infrastructure;

(d) SMART-CONTRACT RISK — bugs, exploits, economic attacks, governance actions, upgrades, misconfigurations, or unexpected behaviour of any smart contract, including the splitter contract through which a merchant's payments settle (however and by whomever deployed), and any third-party protocol or contract it interacts with;

(e) MARKET RISK — volatility in the price of any digital asset;

(f) BRIDGE, ROUTING, AND CROSS-CHAIN RISK — the failure, delay, misrouting, partial execution, slippage, liquidity shortfall, halt, censorship, or exploit of any bridge, cross-chain messaging or transfer protocol, swap, router, aggregator, liquidity provider, or conversion step used to deliver a digital asset, including any reached through the infrastructure provider or any third party;

(g) FAILED, PARTIAL, OR DELAYED ISSUANCE — the failure, partial completion, indefinite pendency, delay, or duplication of any issuance, minting, conversion, or delivery of a token by a third party; and

(h) AVAILABILITY-OF-FUNDING RISK — the refusal, decline, limit, delay, or unavailability of any card, bank, or fiat funding method, or of any on-ramp provider's coverage for a particular country, currency, asset, or buyer. Whether a funding method is available for a given payment is decided by independent providers under their own programs, at the time of payment, and is not Zoyn's decision, policy, or promise.

These are risks of the underlying networks, protocols, and third parties. Zoyn does not operate any of them, has no contractual control over any of them, and cannot compel, correct, speed up, or reverse anything any of them does. If a blockchain, bridge, protocol, infrastructure provider, on-ramp provider, or stablecoin issuer fails, malfunctions, is exploited, is congested, is discontinued, or acts or declines to act, the resulting loss is not Zoyn's, and Zoyn is not liable for it. Zoyn's own performance under these Terms is limited to making its software available; Zoyn is not, and does not become, a guarantor of any third party's performance.

The risks listed above are examples; a risk of the same kind that is not named is disclaimed on the same terms.

7.4 What you should understand about digital assets

In these Terms, "Supported Stablecoin" means USDC or EURC as recognised by the Service on the Base network.

(a) USDC and EURC are issued by Circle, not Zoyn; they are not legal tender, bank deposits, or insured, and their value is not guaranteed.

(b) An issuer may freeze or block tokens under its own terms, and Zoyn cannot prevent or reverse that.

(c) On-chain transfers are final once confirmed; a payment is complete only when confirmed on-chain, not when a checkout finishes.

(d) Smart contracts, including the splitter contract, may contain defects; Zoyn writes no contract code for moving value and gives no warranty for any contract.

(e) Network fees (gas) are set by the network and may change without notice.

(f) If you lose the keys to a wallet, or send funds to a wrong address, the loss is permanent; Zoyn does not verify addresses you supply and cannot recover funds.

(g) Card and bank funding is done by independent providers, who decide availability, identity checks, and disputes under their own terms.

(h) Zoyn may screen blockchain addresses or jurisdictions for its own compliance purposes; any screening is limited, may change at any time, does not verify anyone's identity, and must not be relied on by anyone.

(i) Laws on digital assets differ by place and change; you are responsible for deciding whether accepting digital assets is lawful for you.

(j) Merchants must tell their buyers, before payment, that payments are irreversible and what fees and risks apply.

8. Tax

Taxes. You are solely responsible for determining, collecting, reporting, and paying any taxes arising from your use of the Service and your receipts. Zoyn does not give tax advice, does not issue tax forms to merchants, and does not withhold or report taxes for you.

Merchants' sales. A buyer pays the merchant, and the merchant is the seller of record (Section 2.6). The merchant alone is responsible for determining, charging, collecting, reporting, and remitting any sales tax, VAT, GST, or similar tax on its sales. 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 any merchant's sales. If you are a buyer, any question about tax on your purchase is for the merchant. These statements describe what Zoyn does; they are not a statement of how any tax law applies to anyone (Section 2.4).

Zoyn's fee share. Zoyn's compensation is its fee share — a percentage share of each payment, paid on-chain to Zoyn by the merchant's splitter contract (Sections 2.1 and 6.6). It is exclusive of any sales tax, VAT, GST, or similar tax; if any law nonetheless imposes such a tax on it, the merchant bears it (Merchant Services Agreement, Section 8a). A sales partner is responsible for any tax on its own commission (Partner Agreement, Section 5.7).

9. Availability, maintenance, suspension, and discontinuation

9.1 BETA STATUS

The Service is currently offered as a Beta release — a working product that is still being completed, hardened, and changed. This Section 9.1 applies to all use of the Service while that status lasts. Zoyn will announce the end of Beta status in the dashboard or by email; until it does, this Section applies. If this Section 9.1 conflicts with another provision of these Terms or of the Merchant Services Agreement on a matter of Beta status, this Section controls on that matter.

During Beta: the Service is provided AS-IS and AS-AVAILABLE, with no uptime, availability, latency, data-durability, or support-response commitment of any kind and no service-level agreement; Zoyn may add, change, gate, suspend, or remove features, integrations, and supported networks, with notice where the change is material and practical to announce; Zoyn may limit participation to particular countries or regions (Annex B) and enforce that technically as well as contractually; the prohibited categories in Annex A apply at all times, and Zoyn may also decline or restrict merchants in high-risk categories that are not prohibited; and Zoyn may accept, decline, limit, suspend, or end any participation at its discretion, with notice where practical. Exported records and on-chain history are not affected by feature changes; merchants are encouraged to export their configuration and transaction records periodically. Feedback is handled under Section 10.3.

9.2 NO BINDING SERVICE LEVEL

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." THESE TERMS DO NOT CREATE ANY SERVICE-LEVEL AGREEMENT OR ANY BINDING UPTIME, AVAILABILITY, LATENCY, OR SUPPORT-RESPONSE COMMITMENT, AND ZOYN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

There are no service credits: Zoyn makes no uptime promise and offers no credit, refund, or other remedy for downtime.

9.3 Maintenance and status information

Zoyn may take all or part of the Service offline for scheduled or emergency maintenance, upgrades, or security work. Zoyn may give notice of planned maintenance where practical, but is not required to.

Zoyn shows current platform status at zoyn.com/status and may post incident updates there, in the dashboard, or by email; this is information, not a commitment to any response time.

An outage of Zoyn's systems does not reverse an on-chain payment already confirmed.

9.4 SUSPENSION OR RESTRICTION FOR CAUSE

Zoyn may suspend, restrict, or put conditions on your access to all or part of the Service at its discretion, including where:

(a) Security risk — a credential compromise, suspected account takeover, vulnerability, active attack, or other event threatens the security or integrity of the Service, your account, or other users;

(b) Suspected sanctions or illegality — continued access would, or reasonably might, break or cause Zoyn to break sanctions laws (including U.S. OFAC), anti-money-laundering or counter-terrorist-financing laws, export controls, or any other law or government order, or the account is linked to a sanctioned person or blocked jurisdiction;

(c) Non-payment — an amount due to Zoyn is past due and unpaid after Zoyn has asked for it;

(d) Breach — you materially breach these Terms (including Annex A), the Merchant Services Agreement, or the Partner Agreement; or

(e) Upstream failure — a failure, outage, suspension, or change of a third-party provider or infrastructure the Service depends on prevents Zoyn from safely or lawfully providing the affected function.

Notice. Zoyn may act with or without advance notice. Where practical and lawful, Zoyn will tell you that it has acted, but it need not give reasons where doing so could create legal, security, or compliance risk.

Restoration. Zoyn may restore access when it decides the cause has been resolved, or may end access instead.

Suspension and funds. Suspension does not, by itself, affect any balance already settled on-chain; a suspended merchant's splitter contract continues to pay its preset recipients, and anyone can call its distribution function (Section 2.2).

9.5 DISCONTINUATION AND WIND-DOWN

Zoyn may discontinue the Service, or any feature, integration, or supported network, at its discretion. Except where discontinuation is compelled by law, sanctions, a security emergency, or an upstream failure outside Zoyn's control, Zoyn will give affected merchants reasonable advance notice of a full discontinuation in the dashboard, by email, or on zoyn.com/status. Zoyn may retire or change individual features on a shorter timeline, using commercially reasonable efforts to notify affected merchants of material changes.

A shutdown of the Service does not give Zoyn control over funds in any wallet or splitter contract. A deployed splitter contract continues to exist on the blockchain without Zoyn, and anyone can trigger its payout to its preset recipients. Discontinuation ends access to the Zoyn dashboard and support.

Wind-down help. On a full discontinuation, Zoyn will use commercially reasonable efforts during the notice period to let merchants export the transaction, payment-link and invoice records the Service holds for them and to show the on-chain address of each active splitter contract, so each merchant keeps a self-sufficient record of where its funds settle.

10. Intellectual property

10.1 Zoyn's rights

All content, software, designs, algorithms, graphics, text, and other materials in the Service are owned by or licensed to Zoyn and protected by copyright, trademark, patent, and other laws. You may not reproduce, distribute, modify, make derivative works of, publicly display or perform, or exploit any part of the Service without Zoyn's written permission.

10.2 Your licence

Zoyn grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for its intended purpose, subject to these Terms.

10.3 Feedback

If you send feedback, suggestions, or ideas about the Service (including during Beta), you assign all rights in that feedback to Zoyn, and Zoyn may use it for any purpose without obligation to you.

10.4 Zoyn's marks

"Zoyn" and its logos and marks are Zoyn's trademarks. You may not use them without prior written permission, except as the Merchant Services Agreement or Partner Agreement expressly allows.

10.5 Your content

You grant Zoyn a worldwide, non-exclusive, royalty-free licence to host, copy, display, and use the content and data you submit to the Service (such as logos and payment-page content) as needed to provide, secure, and improve the Service.

11. Privacy

The Privacy Policy at /legal/privacy-policy explains how Zoyn collects, uses, and protects personal information, including cookies and browser storage (its Annex A) and the providers that process data for Zoyn (its Annex B). By using the Service, you acknowledge Zoyn's data practices as described there.

12. Copyright complaints

12.1 Reporting content you believe infringes your copyright

If you believe content on the Service infringes your copyright, email dev@zoyn.com with the subject "Copyright Complaint". To let Zoyn act on it, please include: (a) your physical or electronic signature, or that of a person authorized to act for the copyright owner; (b) the copyrighted work you say is infringed; (c) the material you say infringes it and where it is on the Service (URL); (d) your contact details (name, address, telephone number, email); (e) a statement that you believe in good faith the use is not authorized by the owner, its agent, or the law; and (f) a statement that the information in your complaint is accurate and that you are the owner or authorized to act for the owner.

12.2 If your content was removed

If your content was removed after a copyright complaint and you believe that was a mistake or misidentification, email dev@zoyn.com with the subject "Copyright Counter-Notice", identifying the material, explaining why you believe it was removed in error, and giving your contact details and signature. Zoyn will review it.

12.3 Repeat infringers

Zoyn will, in appropriate circumstances, close the accounts of users found to be repeat infringers.

13. Export controls and sanctions

13.1 Export controls

The Service may not be accessed or used by anyone located in, organized in, or a national of a country subject to U.S. export controls or embargoes, or by anyone on the U.S. Department of Commerce Bureau of Industry and Security Entity List, Denied Persons List, or Unverified List, or the U.S. State Department Debarred Parties List. You confirm you are not subject to these restrictions. The Service is subject to the U.S. Export Administration Regulations; you may not export, re-export, or transfer the Service or its technology in breach of U.S. export law.

13.2 Sanctions

Sanctions. You must comply with all sanctions laws and must not use the Service for or with any sanctioned person or jurisdiction. Zoyn may take any step it considers appropriate to comply with sanctions and other laws, including declining applications, restricting access to Zoyn-served pages, suspending or closing accounts, declining to deploy or support a splitter contract, and reporting to authorities. Zoyn's compliance measures are for Zoyn's own purposes, may change at any time, and must not be relied on by anyone. They cannot reverse or freeze an on-chain transfer.

14. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT THE LAW ALLOWS, ZOYN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

(a) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;

(b) ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(c) ANY WARRANTY ABOUT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION;

(d) ANY WARRANTY ABOUT THE BASE BLOCKCHAIN, THE THIRDWEB PLATFORM, ANY ON-RAMP PROVIDER, USDC, EURC, OR ANY SMART CONTRACT; AND

(e) ANY WARRANTY THAT DEFECTS WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN THOSE JURISDICTIONS, THE EXCLUSIONS ABOVE APPLY TO THE FULLEST EXTENT THE LAW ALLOWS.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT THE LAW ALLOWS, AND EXCEPT AS CARVED OUT IN SECTION 15.3:

15.1 No indirect damages

ZOYN IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE — INCLUDING ANY UNAVAILABILITY, MAINTENANCE, SUSPENSION, RESTRICTION, OR DISCONTINUATION OF THE SERVICE — WHATEVER THE THEORY OF LIABILITY, AND EVEN IF ZOYN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Aggregate cap

ZOYN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES YOU PAID TO ZOYN IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS (US$100). This is one cap for all claims under these Terms and any agreement that incorporates them, except that a sales partner's cap is set only by the Partner Agreement (Section 17.1).

15.3 CARVE-OUTS — WHAT THE CAP DOES NOT LIMIT

Sections 15.1 and 15.2 do NOT apply to, and nothing in these Terms limits or excludes, liability for: (a) gross negligence; (b) willful misconduct; (c) fraud or fraudulent misrepresentation; (d) death or personal injury caused by negligence; or (e) any other liability the law does not allow to be limited or excluded, including certain consumer statutory rights and any non-waivable card-network or payment-regulation rights against a third-party provider.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. IN THOSE JURISDICTIONS THESE LIMITATIONS APPLY TO THE FULLEST EXTENT THE LAW ALLOWS, AND THE REST OF THESE TERMS STAYS IN EFFECT.

16. Indemnification

"Indemnified Parties" means Zoyn Technologies Inc. d/b/a Zoyn, its predecessors and successors in interest, its affiliates, and their officers, directors, founders, shareholders, employees, contractors, and agents.

You agree to indemnify, defend, and hold harmless the Indemnified Parties from third-party claims, damages, losses, costs, fines, penalties, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your breach of these Terms; (c) your breach of any law or third-party right; (d) any content you submit through the Service; (e) if you are a merchant, the goods or services you sell, your terms of sale, and any buyer claim about them, including any refund, return, cancellation, warranty, or chargeback claim; (f) if you are a merchant, any tax, duty, VAT, withholding, or information-reporting obligation arising from your sales or receipts, any tax on Zoyn's fee share that the merchant bears under Section 8, and any related assessment, interest, or penalty; and (g) any fine, penalty, or enforcement action imposed on an Indemnified Party by a regulator or authority because of your acts, omissions, or business.

This Section does not require you to indemnify an Indemnified Party against liability arising from that party's own gross negligence, willful misconduct, or fraud, and does not apply where the law does not allow indemnity. Zoyn will notify you of a claim, may control its defence, and you may not settle a claim that imposes an obligation on an Indemnified Party without its written consent. The Merchant Services Agreement and the Partner Agreement contain further indemnities that add to this one.

17. Complaints

Complaints. You can send a complaint to dev@zoyn.com with the subject "Complaint". Zoyn will review it and aim to respond within a reasonable time. Zoyn cannot reverse blockchain transactions, make a merchant issue a refund, or decide disputes between merchants and buyers. Nothing in this Section limits your right to contact a regulator or law enforcement (for example ic3.gov).

18. Dispute resolution — BINDING ARBITRATION, CLASS-ACTION WAIVER, JURY-TRIAL WAIVER, AND CONSUMER OPT-OUT

18.1 Informal resolution first

Before starting arbitration, you agree to contact Zoyn at dev@zoyn.com and try in good faith to resolve the dispute informally for 30 days. This step is a condition of arbitration for both parties. Sending a complaint under Section 17 satisfies this step once 30 days have passed.

18.2 Binding individual arbitration

IF THE DISPUTE IS NOT RESOLVED INFORMALLY, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA). WHERE A CONSUMER IS INVOLVED, THE AAA CONSUMER ARBITRATION RULES APPLY (INCLUDING THEIR CONSUMER FEE SCHEDULE AND THE AAA MASS ARBITRATION SUPPLEMENTARY RULES WHERE APPLICABLE); IN ALL OTHER CASES — INCLUDING DISPUTES WITH MERCHANTS AND PARTNERS, WHICH ARE BUSINESS-TO-BUSINESS — THE AAA COMMERCIAL ARBITRATION RULES APPLY. THERE WILL BE A SINGLE ARBITRATOR, SEATED IN CHEYENNE OR SHERIDAN, WYOMING, OR CONDUCTED REMOTELY (AT THE CONSUMER'S ELECTION WHERE A CONSUMER IS INVOLVED). YOU AND ZOYN EACH WAIVE THE RIGHT TO A COURT TRIAL, EXCEPT AS SET OUT BELOW.

18.3 CLASS-ACTION WAIVER

YOU AND ZOYN EACH WAIVE ANY RIGHT TO BRING OR TAKE PART IN ANY CLASS, COLLECTIVE, MASS, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT AWARD CLASS-WIDE RELIEF.

18.4 JURY-TRIAL WAIVER

YOU AND ZOYN EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS. IF A DISPUTE IS LITIGATED IN COURT FOR ANY REASON, BOTH PARTIES WAIVE A JURY.

18.5 Arbitration fees for consumers

Where a consumer is involved, arbitration fees follow the AAA Consumer Arbitration Rules fee schedule; Zoyn will pay all fees and costs those rules require it to pay, and a consumer will never be required to pay more than it would pay to file in court or so much that it is effectively priced out of pursuing a claim. Nothing in these Terms shifts Zoyn's fee-schedule obligations onto a consumer.

18.6 Small claims and emergency relief

You may bring an individual claim in a small-claims court if eligible. Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent imminent harm to intellectual property or data security without waiving arbitration.

18.7 30-DAY OPT-OUT (CONSUMERS ONLY)

Consumers only. If you use the Service as a consumer, you may opt out of Sections 18.2 and 18.3 by emailing dev@zoyn.com within 30 days of first accepting these Terms, stating "I opt out of arbitration". Merchants and partners may not opt out.

18.8 Governing law and time limit

These Terms are governed by the law of the State of Wyoming, USA, without regard to conflict-of-laws principles, subject to any mandatory consumer-protection law of your place of residence that applies regardless. ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE YOU FIRST KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO IT, EXCEPT WHERE THE LAW PROVIDES A LONGER PERIOD THAT CANNOT BE SHORTENED BY AGREEMENT.

18.9 Exclusive court forum

For any proceeding these Terms allow in court — enforcing an arbitral award, and emergency relief under Section 18.6 — the exclusive forum is the Wyoming Chancery Court for disputes within its statutory jurisdiction, and otherwise the District Court of the State of Wyoming (Sheridan County) or the U.S. District Court for the District of Wyoming. The parties consent to personal jurisdiction and venue there and waive any inconvenient-forum objection, except where a mandatory consumer-protection law gives a consumer an unwaivable forum right.

18.10 Fees

Each party bears its own attorneys' fees, except that (a) the prevailing party may recover reasonable fees and costs where the forum's rules or the law allow, and (b) a party whose claim the arbitrator finds frivolous or brought in bad faith may be ordered to pay the other side's reasonable fees.

18.11 Severability of this Section

If the class-action waiver is found unenforceable for a particular claim, that claim is severed and decided in court, and the rest of this Section applies to all other claims. If any other part of this Section is found unenforceable, it is severed and the remainder enforced.

19. Assignment, successors, and asset transfer

Zoyn may assign these Terms and its rights and obligations, in whole or 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 user agreements to an affiliate or successor (including a newly formed entity), by asset purchase or otherwise, without selling Zoyn Technologies Inc. itself. You consent to that, provided the successor assumes Zoyn's obligations under these Terms and you are given notice. You may not assign these Terms without Zoyn's prior written consent. These Terms bind and benefit permitted successors and assigns.

20. Changes to the Service and to these Terms

Service changes. Zoyn may change, suspend, or discontinue any part of the Service as Section 9 describes, giving notice where the law or a contract requires.

Changes to these Terms. Zoyn may update these Terms by publishing the updated text on its website. Updated Terms take effect on the Effective Date shown at the top of them. For a material change, Zoyn will notify merchants and partners by email at least 30 days before it takes effect, and the updated Terms will show that later date (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 Service after updated Terms take effect means you accept them; if you do not accept them, stop using the Service. A material change to the arbitration agreement gives consumers a fresh opportunity to opt out under Section 18.7. Annex B may be updated without advance notice where a change in sanctions law requires it (Annex B, Part 5).

21. Termination

Zoyn may suspend or terminate your access to the Service at any time for any reason, with notice where the law or your agreement with Zoyn requires it. You may stop using the Service at any time. Sections 2, 6, 7, 8, 10, 13, 14, 15, 16, 17, 18, 19, and 22 survive termination.

22. General

Entire agreement. These Terms (with Annexes A and B and, for merchants and partners, the Merchant Services Agreement or Partner Agreement and the documents they incorporate) are the entire agreement between you and Zoyn about the Service.

No reliance. You have not relied on any representation, warranty, or statement not set out in these Terms.

Severability. If any provision is held invalid, it is reformed to the minimum extent necessary and the rest stays in effect.

No waiver. Zoyn not enforcing a provision does not waive its right to do so later.

No agency. These Terms create no agency, partnership, or joint venture between you and Zoyn.

Independent sales partners. A sales organization or referral partner that introduces a merchant to Zoyn is an independent third party. It is not Zoyn's agent, employee, franchisee, joint venturer, or legal representative, has no authority to bind Zoyn or make any representation for it, and is not the agent or representative of any merchant. No partner's introduction of a merchant creates a partnership or joint venture between Zoyn and that partner, or makes either responsible for the other's acts. A partner's commission comes out of the merchant's agreed rate and never increases what the merchant pays (Section 6.6). Any commercial terms between a partner and a merchant are theirs alone.

No third-party beneficiaries. These Terms are for you and Zoyn only; no one else has rights under them.

Force majeure. Zoyn is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government action, failures or outages of the Base network or any blockchain the Service relies on, failures or outages of thirdweb, on-ramp providers, or other third-party services, stablecoin depegs, significant digital-asset market volatility, hard forks or protocol changes, chain reorganizations, internet or cloud failures, and cyberattacks on third-party infrastructure.

Contact and notices. Questions: dev@zoyn.com. Formal legal notices (including arbitration demands) 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 by email to dev@zoyn.com. See /legal/company-details.

Annex A — Acceptable Use Policy

This Annex is part of the Terms of Service and, through them, of the Merchant Services Agreement and the Partner Agreement. "Merchant" means a Zoyn merchant account holder; "Payment Link" means a payment link or checkout configured through the Service; "Authorized User" means a person the merchant has authorized to use its account. During Beta, the prohibited list in Part 1 is also the business-type restriction referred to in Section 9.1. Breaching this Annex may lead to suspension or termination under Part 6, in addition to Zoyn's other remedies.

Part 1 — Prohibited businesses

The following businesses may not use the Service. A merchant in any of these categories must not apply for or keep a Zoyn account.

Financial crime and fraud: Ponzi schemes, pyramid schemes, chain letters, and any model where earlier participants are paid from later participants' money; fraudulent or deceptive businesses, fake charities, and scams; high-yield investment programs or any program promising guaranteed returns; any business facilitating or constituting securities fraud, wire fraud, mail fraud, or other fraud.

Illegal or restricted goods and services: controlled substances, illegal drugs, drug paraphernalia, or precursor chemicals; firearms, ammunition, or weapons without all required licences and legal compliance; counterfeit goods, pirated software, or unauthorized copies of copyrighted material; stolen goods or proceeds of theft or fraud; human trafficking, forced labour, sexual exploitation, or related activity; child sexual abuse material or any sexualized content involving minors — an absolute prohibition with no exceptions; unlicensed gambling, sports betting, lottery, or sweepstakes (licensed, compliant operators must disclose their licensing to Zoyn); darknet marketplaces, and any business earning from ransomware, malware, stolen credentials or data, or other cybercrime.

Unlicensed financial services: operating as a money transmitter, money services business, or payment processor without all required state and federal licences; operating as an exchange, custodian, or broker-dealer for digital assets or securities without all required licences; lending, loan-shareholder arrangements, or payday lending without all required licences; digital-asset mixing, tumbling, or anonymization services; offering, selling, or distributing securities, or running a token sale, initial coin offering, or other digital-asset fundraising, without registration or a valid exemption in every jurisdiction where it is offered.

Sanctions and geopolitical: any business controlled by, run for, or serving customers in or from comprehensively sanctioned jurisdictions (Annex B); any business or person on the OFAC SDN, Consolidated, or Commerce lists; terrorist or proliferation financing in any form, and any product, service, or arrangement meant to evade, or help anyone evade, sanctions or export controls. (Syria is not on this list: its comprehensive U.S. program ended with effect from 1 July 2025 — see Annex B.)

Adult content: pornography or sexually explicit adult content, and escort, adult-entertainment, or similar services, unless Zoyn has expressly approved them in writing in jurisdictions where they are legal.

Tobacco, vaping, and regulated substances: tobacco, vaping, e-cigarette, or related products sold to consumers without age verification and all required compliance; kratom, kava, or similar products without all required legal compliance.

Other: multi-level or network marketing where pay comes mainly from recruitment rather than product sales; unauthorized sweepstakes or prize promotions; "negative option" subscriptions that hide recurring billing; and any business Zoyn, in its sole discretion, decides poses unacceptable legal, regulatory, reputational, or financial risk to Zoyn.

Part 2 — Prohibited conduct

Whatever the business, you must not:

Fraud and deception — make false or misleading statements to Zoyn at any time (including in applications, onboarding, or attestations); defraud buyers, including by false advertising, misrepresenting products or services, or fake reviews; create Payment Links that do not accurately describe what is being bought; or charge buyers more than the disclosed price by any means.

Transaction laundering and structuring — take payments for products or services other than those described to Zoyn at onboarding; structure transactions to avoid reporting thresholds or to hide the source, nature, or destination of funds; take payments for another, undisclosed merchant (transaction laundering or factoring); or use the Service to move funds for a third party in a way that is unlicensed money transmission.

Coercion and harassment — use the Service to threaten, harass, intimidate, or coerce buyers, or engage in unfair debt collection about any disputed payment.

Platform abuse — create multiple accounts to get around restrictions, limits, or a suspension; share sign-in details with anyone who is not an Authorized User; probe, scan, or test the vulnerability of Zoyn's systems (except as the Responsible Disclosure page at /legal/responsible-disclosure allows); try to access another merchant's data, account, or Payment Links; or use automated tools to generate artificial payment volume, run test transactions in production without Zoyn's prior written consent, or stress-test Zoyn's infrastructure.

Content — upload, send, or process content that infringes intellectual property, contains malware, constitutes child sexual abuse material or child exploitation of any kind, or is defamatory or harassing; or use description fields to store or send personal data such as card numbers, government ID numbers, social security numbers, or full bank account numbers (the Service is not built or safeguarded for this).

Law — facilitate the sale of anything illegal where the buyer or merchant is; use the Service in any way that would make Zoyn break a law; or get around, or try to get around, Zoyn's sanctions screening controls.

Part 3 — Merchant responsibilities toward buyers

The merchant alone is responsible for: (a) complying with all consumer-protection laws applicable to its business and buyers; (b) clear and accurate descriptions of products or services on any page linked from a Payment Link; (c) age verification for age-restricted goods or services, run by the merchant independently (Zoyn provides no age-verification tools); (d) handling buyer complaints and refund requests promptly and fairly; (e) telling buyers, before payment, that on-chain payments are irreversible and what fees and risks apply; and (f) not misrepresenting the Zoyn platform to buyers in any way that could expose Zoyn to claims or regulatory action.

Part 4 — Content standards

All content a merchant uploads, publishes, or references through the Service must be accurate and not misleading; must not infringe intellectual property; must not contain discriminatory, harassing, threatening, or abusive material; and must comply with advertising, marketing, and commercial-speech laws.

Part 5 — Reporting violations

If you learn of a violation of this Annex — by your account, another merchant, or a buyer — report it to dev@zoyn.com with as much detail as possible. Zoyn may investigate reports.

Part 6 — Enforcement

How Zoyn responds. Zoyn decides, at its discretion, how to respond to a violation. It may warn you, require a fix, restrict features, suspend or close your account, withhold support for a payment link, and report to authorities. Zoyn may act immediately and without advance notice.

No liability for good-faith enforcement. Zoyn is not liable for losses a merchant suffers from a suspension or termination under this Annex, even if Zoyn's decision is later found to be wrong, provided Zoyn acted in good faith.

Cooperation. Merchants must cooperate promptly with Zoyn's investigations of suspected violations, including providing information and records within 3 business days of a request. Failing to cooperate is itself a breach and may lead to suspension.

Part 7 — Relationship to other terms

This Annex supplements the Terms of Service and the Merchant Services Agreement. If this Annex conflicts with the Merchant Services Agreement, the Merchant Services Agreement controls. The limitation of liability, indemnification, arbitration, and governing-law provisions of the Terms of Service and the Merchant Services Agreement apply fully to this Annex.

Annex B — Geographic Restrictions

This Annex describes the geographic restrictions on the Zoyn platform. It is part of the Terms of Service.

Part 1 — Blocked jurisdictions (merchants)

Merchants organized in, mainly operating from, or mainly serving buyers located in the following places may not use the Zoyn platform:

This list reflects comprehensively sanctioned jurisdictions under OFAC regulations at the date of this Annex and may be updated without advance notice as designations change.

U.S. states. Zoyn does not refuse a merchant because of the U.S. state it operates in. Zoyn accepts merchants in any U.S. state where at least one checkout partner serves buyers, and that includes New York, Louisiana, California, and Hawaii. This is not a statement that Zoyn is licensed or regulated anywhere.

Syria. Syria is not currently on the blocked list, but is not a supported market. Zoyn may still refuse any counterparty connected to a sanctioned person.

Part 2 — Enhanced review

Merchants organized in or operating from other jurisdictions may face enhanced review, or may not be accepted, at Zoyn's sole discretion because of higher regulatory or compliance risk — including, but not limited to, jurisdictions FATF identifies as high-risk or under increased monitoring. Zoyn may change this category without notice.

Part 3 — How the controls work

Zoyn applies geographic controls differently on the two sides of the Service, and they are not the same control.

Buyer-facing pages. Zoyn may use location data derived from a network address to decline to show Zoyn-served checkout pages in restricted places. This is approximate, can be avoided, and controls access to Zoyn's pages only; it does not hold, freeze, or reverse any funds.

Merchant-facing controls — Zoyn does not use network-address geolocation to accept or refuse an account. Whether a business may hold a Zoyn account is decided on what it declares and what Zoyn's compliance review finds, not on where a request seems to come from: (a) the merchant's declared country of organization and country of operation (and, for the United States, state), with an automatic refusal for Cuba, Iran, and North Korea (no U.S. state is refused); (b) the Sanctions Attestation in the Merchant Services Agreement, Schedule 2 (which covers the occupied regions of Ukraine); (c) Zoyn's review of merchant applications; and (d) Zoyn's right to suspend or terminate accounts found to be in blocked jurisdictions. Separately, a merchant may choose to restrict where its own staff may sign in to its dashboard — by approved network address, and, where a country can be determined from the request, by country. Those are the merchant's own security preferences, not Zoyn admission controls, and they never apply to buyers. They depend on network information that is approximate, may be absent altogether, and can be worked around. They are best-effort only; Zoyn does not warrant that any such restriction will be applied to any particular sign-in, and no one may rely on them as a security, access-control, or compliance measure.

The on-ramp step. Where a buyer funds a purchase by card or bank transfer, the on-ramp provider applies its own geographic and identity controls under its own terms. Those are the provider's, may change without notice to Zoyn, and Zoyn makes no representation about them.

Part 4 — Merchant responsibility

Merchants are responsible for: (a) making sure their business is not organized in or mainly run from a blocked jurisdiction; (b) not accepting payments from buyers in jurisdictions where accepting digital-asset payments is illegal; and (c) keeping track of changes to sanctions rules that may affect their use of the Service. Zoyn is not responsible for a merchant's use of the Service in breach of geographic restrictions.

Part 5 — Changes

OFAC designations and U.S. sanctions programs change often. Zoyn may update the blocked list at any time without advance notice to reflect changes in U.S. law. Zoyn may restrict or close accounts affected by a change.