> For the complete documentation index, see [llms.txt](https://help.fungies.io/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://help.fungies.io/legal/seller-terms-of-use.md). # Seller Terms of Use These are terms of service intended for all Sellers on the Fungies platform. *Effective starting Jan 11, 2023* These Seller Terms of Service (the “Terms”) govern the access to and use of the Fungies platform, APIs, checkout products, payment services, subscription-management tools, and related services (collectively, the “Services”) by the business or person accepting these Terms (“Seller,” “you,” or “your”). Fungies Inc., a Delaware corporation with its principal office at 2100 Geng Road, Suite 210, Palo Alto, California 94303, United States and its subsidiaries including Fungies Europe PSA, AL. ALEJE JEROZOLIMSKIE 109 / 70, 02-011, Warsaw, Poland, KRS: 0001137340, together with its relevant affiliates that provide the Services (“Fungies,” “we,” “us,” or “our”), provides the Services. **Important Merchant of Record notice**. For every payment transaction processed through the Services, Fungies acts as the Merchant of Record and, as between Fungies and the applicable Customer, is the legal seller of record for that transaction. Fungies accepts the Customer’s payment, presents or causes the presentation of the relevant checkout terms, administers payment-related customer communications, issues or arranges transaction records, handles payment refunds and payment disputes, and performs Merchant-of-Record tax functions as required by applicable law. This does not make Fungies the creator, developer, licensor, manufacturer, distributor, fulfiller, or operator of your underlying products or services, and it does not transfer to Fungies the Seller responsibilities expressly allocated to you under these Terms. By clicking to accept these Terms, creating or using a Seller account, integrating with the Services, listing an Offering, or submitting a Transaction for processing, you agree to these Terms on behalf of yourself and the legal entity identified in your Seller account. You represent that you have authority to bind that legal entity. If you do not agree, you must not use the Services. 1\. Agreement Structure and Order of Precedence #### 1.1 The agreement These Terms, the applicable Order Form or commercial schedule, the Seller account configuration, any incorporated policies, the Data Processing Addendum if applicable, and any written amendment signed by Fungies form the agreement between you and Fungies (the “Agreement”). The Agreement is a business-to-business agreement. It is not intended to create any employment, partnership, franchise, fiduciary, joint venture, agency, or similar relationship between the parties. #### 1.2 Incorporated policies The Agreement incorporates by reference the policies and requirements that Fungies makes available through the Services, including its Privacy Policy, Acceptable Use Policy, Prohibited Businesses and Products Policy, documentation, integration requirements, payment-method rules, and any reasonable risk, fraud, KYC, sanctions, security, or support requirements. Those materials may be updated under Section 25.5. Where a policy imposes a stricter operational requirement than these Terms, the stricter requirement applies to the extent permitted by law. #### 1.3 Precedence If there is a conflict, the following order controls: (a) a written amendment signed by an authorized officer of Fungies; (b) an Order Form that expressly states it overrides a specific clause of these Terms; (c) these Terms; and (d) the policies, dashboard settings, documentation, and other materials incorporated by reference. A purchase order, procurement portal term, or other Seller document does not amend the Agreement unless Fungies expressly agrees in a signed writing. #### 1.4 Business use and eligibility You may use the Services only for a lawful business purpose. You must be at least eighteen years old and have full power to enter into this Agreement. You must not use the Services if you are barred from doing so by applicable law, are located in a comprehensively sanctioned jurisdiction, are a sanctioned person, or are otherwise unable to make the representations in Section 8. #### 1.5 Definitions The capitalized terms below have the following meanings. Other capitalized terms have the meanings given where first used. | Term | Meaning | | ------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | Affiliate | Any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means ownership of more than fifty percent of the voting interests or the power to direct management and policies. | | Chargeback | A reversal, dispute, retrieval request, claim, or similar payment reversal initiated by a Customer, card issuer, payment method provider, bank, or other payment participant. | | Customer | A natural person or business that purchases, subscribes to, or attempts to purchase an Offering through the Services. | | Customer Data | Information relating to a Customer or Transaction, including contact, transaction, order, usage, support, and payment-related information. | | Dashboard | The Seller-facing account interface, API controls, reports, settings, and related administrative tools made available by Fungies. | | Fees | The platform, processing, per-transaction, subscription, chargeback, payout, foreign-exchange, and other amounts payable to Fungies or deductible from Settlement Proceeds, as stated in the Dashboard, Order Form, pricing page, or applicable policy. | | Merchant of Record or MoR | The legal entity that is seller of record for a Transaction and that accepts the Customer’s payment and undertakes the payment, billing, tax, refund, chargeback, and related legal-seller functions allocated to it by applicable law and payment-network requirements. | | Network Rules | The binding operating rules, standards, regulations, and requirements of a payment method, acquirer, card network, bank, processor, wallet, or similar payment participant. | | Offering | Any product, software, digital content, game, game key, asset, subscription, license, access right, service, entitlement, or other item that you market, offer, make available, or fulfill through the Services. | | Payout Account | A verified bank account or other payout destination held in your legal name or otherwise expressly approved in writing by Fungies. | | Reserve | An accounting reserve, rolling reserve, holdback, or withheld amount maintained by Fungies to secure actual or reasonably anticipated Seller liabilities under the Agreement. | | Settlement Proceeds | Amounts collected by Fungies for completed or settled Transactions, less Transaction Taxes, Fees, refunds, Chargebacks, reversals, disputes, Reserve movements, foreign-exchange effects, third-party charges, and all other amounts properly payable or recoverable under the Agreement. | | Transaction | A purchase, subscription, renewal, usage charge, upgrade, downgrade, refund, payment attempt, or other payment event submitted through the Services. | | Transaction Taxes | Indirect taxes imposed on or measured by a Transaction, including sales, use, VAT, GST, digital-services, excise, and similar taxes, plus related interest and penalties. Transaction Taxes exclude taxes measured by Fungies’ or Seller’s net income, payroll, employment, property, or franchise status. | ### 2. The Services and Seller Account #### 2.1 Services Fungies provides a technology and Merchant-of-Record infrastructure designed to enable lawful online commerce. The Services may include hosted, embedded, overlay, or API checkout experiences; payment acceptance; payment-method enablement; subscription and recurring billing tools; invoicing and receipts; taxes; fraud controls; customer payment support; customer portals; reporting; exports; webhooks; and APIs. Features, payment methods, countries, currencies, and availability vary by Seller, Offering, payment method, Customer location, risk profile, and applicable law. #### 2.2 Limited license Subject to your continuing compliance with the Agreement, Fungies grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Services solely to market and manage your approved Offerings and receive the applicable Settlement Proceeds. No rights are granted by implication. You may permit your employees and contractors to use the Dashboard only as authorized users acting for you, and you remain fully responsible for their acts and omissions. #### 2.3 Account security You must provide complete, current, accurate, and non-misleading information when opening and maintaining your account. You must protect all credentials, API keys, tokens, passwords, and other access mechanisms, use reasonable security practices, and promptly notify Fungies of any suspected unauthorized access or security incident. You are responsible for all activity occurring through your account unless caused directly by Fungies’ failure to maintain commercially reasonable security controls. #### 2.4 Integrations and Seller systems You are responsible for your websites, applications, APIs, fulfillment systems, customer-support systems, and all other systems you operate or control. You must test your integration before going live, apply current SDK and API requirements, and promptly remediate any defect, security vulnerability, misleading flow, or customer-impacting error. Fungies is not responsible for outages, errors, loss, or delay resulting from your systems, internet connectivity, third-party tools selected by you, or your failure to implement the Services correctly. #### 2.5 Changes to Services Fungies may modify, replace, suspend, or discontinue a feature, integration, payment method, or component of the Services where reasonably necessary for security, legal compliance, Network Rules, processor requirements, fraud prevention, business continuity, product development, or operational reasons. Where a change materially and adversely diminishes a core paid functionality applicable to you, Fungies will use commercially reasonable efforts to give prior notice, except where faster action is required for security, law, Network Rules, or risk management. A change to a third-party payment method or network is not a material diminution by Fungies. #### 2.6 Support and availability Fungies will use commercially reasonable efforts to make the Services available, subject to maintenance, updates, third-party dependencies, outages, force majeure, and the Agreement. Any uptime target, support response target, or service-level commitment applies only if stated in a signed Order Form or a published service-level policy that expressly applies to you. The Services are not designed for emergency, safety-critical, or life-support use. ### 3. Fungies as Merchant of Record #### 3.1 Legal seller of record for all Transactions For each Transaction processed through the Services, Fungies is the Merchant of Record and the legal seller of record to the Customer, subject to the specific Fungies entity identified at checkout and to applicable law. Fungies will accept or cause acceptance of payment from the Customer in its own name or the name of the relevant Fungies Affiliate, not as your payment collection agent. The Customer’s payment obligation for a successfully authorized and captured Transaction is owed to and discharged by payment to Fungies. #### 3.2 Merchant-of-Record functions As Merchant of Record, Fungies will perform or arrange the payment and legal-seller functions associated with that role. These include determining whether a payment method is available, accepting payment, issuing or arranging receipts and payment confirmations, administering payment-related Customer inquiries, processing refunds when required or appropriate under the Agreement, receiving and responding to Chargebacks, and calculating, collecting, reporting, and remitting Transaction Taxes when required by law and based on information available to Fungies.Fungies may display its name, a payment descriptor, its contact details, and relevant Merchant-of-Record notices on checkout pages, receipts, invoices, bank or card statements, and Customer communications. You authorize Fungies to use your brand, Offering information, and support channels as reasonably necessary to describe the underlying Offering and administer the Transaction. You must not make any statement that contradicts Fungies’ Merchant-of-Record status or creates confusion about who is handling a Customer’s payment. #### 3.3 Allocation of the parties’ roles Merchant-of-Record status determines Fungies’ payment-facing and legal-seller responsibilities to the Customer and to relevant authorities. It does not transfer the commercial, product, operational, or underlying-service responsibilities that remain with you. You remain solely responsible for designing, developing, licensing, producing, hosting, operating, delivering, performing, supporting, maintaining, and honoring the Offerings; for the truthfulness and legality of your marketing; for your contractual promises outside the payment-facing checkout terms; for product and service quality; and for all claims arising from those matters.The following table is an operational summary only. If it conflicts with the detailed clauses, the detailed clauses control. | Activity | Fungies’ role as MoR | Seller’s retained role | | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | Payment acceptance | Accepts and processes Customer payment as legal seller of record. | Supplies accurate pricing, Offering, delivery, and customer information needed to support the Transaction. | | Taxes | Calculates, collects, reports, and remits applicable Transaction Taxes where required and based on available information. | Provides accurate classifications and tax inputs; bears tax exposure caused by its inaccurate or incomplete information and remains responsible for its own direct taxes. | | Refunds and Chargebacks | Administers the payment remedy and payment-network response. | Funds product- or Seller-related refunds and disputes; supplies evidence and resolves underlying product issues. | | Customer communications | Handles payment, billing, invoice, and payment-dispute communications where appropriate. | Provides first-line product, service, technical, and fulfillment support. | | Product and service delivery | Does not create, control, or fulfill the Offering. | Delivers the Offering accurately, on time, legally, and in accordance with all promises. | #### 3.4 Customer-facing terms Fungies may require particular disclosures, checkout wording, refund language, cancellation controls, confirmation content, invoice fields, or customer-contact information. You must use, maintain, and honor any required content. You must obtain Fungies’ written approval before presenting a refund policy, subscription term, promotion, trial, cancellation process, or other customer-facing term that affects payment risk, taxes, Customer rights, or Network Rules. You must make customer-facing commercial terms clear, prominent, accurate, and available before purchase. #### 3.5 No authority to bind Fungies outside Transactions Except for the limited Merchant-of-Record role described in this Section 3, you have no authority to make commitments, warranties, representations, refunds, tax promises, or other obligations in Fungies’ name. You may not represent that Fungies endorses your Offerings, guarantees their quality, provides the underlying service, or is responsible for your business. You may not use Fungies’ name or marks except as permitted under Section 16. ### 4. Seller Responsibilities for Offerings and Customers #### 4.1 Lawful, accurate Offerings You must ensure that each Offering is lawful in every jurisdiction where it is marketed, made available, sold, delivered, or used through the Services. Each Offering must be accurately described, fairly priced, fit for its advertised purpose, and supplied in accordance with all applicable consumer-protection, product-safety, accessibility, advertising, licensing, export-control, privacy, intellectual-property, and industry-specific rules. You must maintain all rights, registrations, licenses, permits, approvals, consents, and insurance reasonably required for your business and Offerings. #### 4.2 Fulfillment and performance You are solely responsible for fulfillment and performance of the Offering, including delivery, availability, functionality, access, activation, license keys, content delivery, cloud-service availability, customer onboarding, technical support, repair, replacement, cancellation, and any other post-purchase obligation. You must fulfill the Offering promptly after a successful Transaction unless a different time is clearly disclosed before purchase. For a digital Offering, you must maintain commercially reasonable systems to deliver the entitlement and prevent unauthorized or duplicate delivery. #### 4.3 Product support and complaints You must provide clear and accessible customer-support contact information and timely, competent first-line support for all product, technical, cancellation, delivery, fulfillment, and service-quality questions. You must respond promptly to Customer complaints, regulatory inquiries, and Fungies requests for information. Fungies may redirect a product-related Customer inquiry to you, but it may still administer any payment refund, Chargeback response, or other payment-facing remedy required by law, Network Rules, or reasonable risk judgment. #### 4.4 Seller promises and marketing You must ensure that every statement, claim, demonstration, testimonial, price representation, discount, trial, renewal term, billing frequency, cancellation path, privacy representation, data-security claim, and advertisement concerning an Offering is truthful, substantiated, non-misleading, and legally compliant. You must not use dark patterns, hidden charges, deceptive scarcity, fake reviews, misleading price comparisons, unauthorized endorsements, or any marketing practice likely to cause Customer confusion, refund requests, complaints, or Chargebacks. #### 4.5 Pricing and terms consistency The price, currency, billing frequency, trial conditions, taxes disclosure, renewal terms, cancellation policy, and material Offering terms disclosed in your sales pages, checkout flow, and post-purchase communications must be consistent with the information configured in the Services. You must not impose a surcharge, fee, payment instruction, or price change after a Customer has started checkout unless law permits it and Fungies has expressly approved the flow. You must promptly correct any inaccurate configuration or customer communication. #### 4.6 Records and cooperation You must maintain complete and accurate records sufficient to substantiate Transactions, Customer consent, pricing, delivery, fulfillment, customer communications, refunds, cancellations, tax inputs, licenses, and compliance for at least the longer of (a) the period required by applicable law and (b) seven years after the relevant Transaction. On request, you must promptly provide such records to Fungies in a legible, complete, and legally usable form. Fungies may use the records to respond to Customers, payment participants, tax authorities, regulators, or law-enforcement authorities. ### 5. Onboarding, Verification, and Monitoring #### 5.1 KYC and account review Before or after enabling the Services, Fungies may require information and documents about you, your Affiliates, beneficial owners, directors, account administrators, business model, websites, Offerings, expected volumes, Customer geographies, payment flows, Payout Accounts, licenses, tax status, and compliance controls. You must provide complete, accurate, current, and promptly updated information. You authorize Fungies and its service providers to verify such information through public databases, identity-verification services, credit agencies where lawful, payment participants, and other lawful sources. #### 5.2 Payout-account verification You may receive payouts only to a Payout Account approved by Fungies. The account must generally be in your legal name and in a jurisdiction and currency supported by Fungies. Fungies may require bank statements, ownership evidence, signatory evidence, verification steps, and security holds before adding or changing a Payout Account. Fungies will not make a payout to a third party unless it expressly approves that arrangement in writing after completing any necessary verification. #### 5.3 Ongoing monitoring Fungies may monitor Transactions, product pages, account activity, Customer complaints, refunds, Chargebacks, fraud signals, website content, sanctions data, usage patterns, and other information reasonably necessary to operate the Services, comply with law or Network Rules, and protect Customers, Fungies, payment participants, and other sellers. Monitoring does not constitute an approval, certification, warranty, or assumption of responsibility for your business or Offerings. #### 5.4 Verification failure Fungies may delay, decline, restrict, suspend, or terminate access to the Services, payment methods, Offerings, or payouts if it cannot complete verification to its reasonable satisfaction; you provide incomplete, false, inconsistent, or misleading information; a payment participant, authority, or law requires action; or Fungies reasonably believes that the relationship creates legal, regulatory, fraud, credit, reputational, or operational risk. Fungies will use reasonable efforts to provide notice where permitted and practical, but may act without prior notice where necessary. ### 6. Prohibited Activities and Restricted Offerings #### 6.1 General prohibition You must not use the Services for, in connection with, or to facilitate any activity that is illegal, fraudulent, deceptive, abusive, exploitative, unsafe, infringing, or prohibited by Fungies, Network Rules, a payment processor, a financial institution, or applicable law. You must not use the Services in a manner that damages, interferes with, disables, overloads, or compromises the Services, payment systems, Customers, other users, or third parties. #### 6.2 Restricted and prohibited Offerings Unless Fungies expressly approves a category in writing after any required enhanced review, you must not offer, market, sell, or facilitate: illegal goods or services; controlled substances, drug paraphernalia, or products designed to mimic illegal drugs; weapons, firearms, ammunition, explosives, or regulated weapon components; adult or sexually explicit content or services; gambling, wagering, lotteries, sports betting, games of chance, prize competitions, or unlicensed gaming; multi-level marketing, pyramid, get-rich-quick, or deceptive business-opportunity schemes; counterfeit, stolen, or unauthorized goods; money transmission, currency exchange, money laundering, terrorist financing, or services designed to evade financial controls; hate, harassment, or unlawful discriminatory content; services facilitating infringement, malware, credential theft, fraud, phishing, denial-of-service attacks, or other cyber abuse; or any Offering that violates third-party rights.You must not sell products or services that require a license, authorization, age verification, prescriber relationship, regulated-market approval, or other special treatment without first obtaining all required authorizations and Fungies’ written approval. Fungies may publish more detailed restricted-business standards. Where those standards prohibit or condition a category, you must comply with them even if the category is not listed above. #### 6.3 Fraud and deceptive conduct You must not submit fraudulent, unauthorized, or artificially generated Transactions; use your own or related payment methods to simulate sales; split, reroute, or disguise Transactions; misrepresent the nature of an Offering; use misleading descriptors; manipulate authorization rates; facilitate card testing; resell access to payment acceptance; induce Customers to dispute valid Transactions; evade prior suspensions; or take any action designed to bypass fraud controls, tax collection, AML/KYC checks, sanctions controls, restrictions, or Network Rules. #### 6.4 Compliance with Network Rules You must comply with Network Rules that apply to your business, Offerings, integrations, websites, marketing, recurring billing, refunds, dispute evidence, customer disclosures, and use of payment methods. Network Rules may change without notice from Fungies. You must promptly implement any reasonable change Fungies requests to maintain compliance. If Network Rules, a processor, or a payment method requires a particular action, Fungies may take that action immediately, including disabling a payment method, withholding funds, issuing a refund, or suspending an Offering. #### 6.5 Consequences A breach of this Section 6 is a material breach of the Agreement. Without limiting other rights, Fungies may remove or disable an Offering, block a Transaction, reverse or refund a payment where permitted or required, withhold Settlement Proceeds, impose or increase a Reserve, suspend the account, report the matter to relevant authorities or payment participants, and terminate the Agreement. You remain liable for all resulting costs, liabilities, penalties, refunds, Chargebacks, and expenses. ### 7. Transaction Taxes and Invoicing #### 7.1 Fungies’ Transaction Tax role For Transactions where Fungies acts as Merchant of Record, Fungies will, to the extent required by applicable law and using information available to it, calculate, collect, report, and remit Transaction Taxes in its own name or the name of the relevant Fungies Merchant-of-Record entity. Fungies may issue or arrange issuance of receipts and invoices identifying the legal seller of record and including the information legally required for the relevant Transaction. Transaction Taxes collected from Customers are not your revenue and will not form part of Settlement Proceeds. #### 7.2 Seller tax information and cooperation You must provide, maintain, and promptly update accurate information about each Offering, including product category, taxability, pricing, discount treatment, bundling, delivery method and location, Customer-location evidence in your possession, tax exemptions, return and refund treatment, intended use, and other data Fungies reasonably needs to determine Transaction Taxes or meet Merchant-of-Record obligations. You must promptly notify Fungies of a change in your products, business model, legal status, or any other fact that could affect tax treatment. #### 7.3 Allocation of tax risk You remain responsible for taxes imposed on your net income, profits, payroll, employment, property, franchise, business operations, or similar Seller-specific tax base. You are also responsible for any tax assessment, interest, penalty, or cost arising from your inaccurate, incomplete, late, or misleading tax information, classification, pricing, delivery information, exemption claim, or instruction. Fungies remains responsible for Transaction Tax non-compliance directly caused by Fungies’ failure to perform its obligations under Section 7.1, except to the extent caused or contributed to by your breach of this Agreement. #### 7.4 Reports; no tax advice Fungies may provide transaction, settlement, invoice, and tax reports through the Dashboard. These reports are operational records, not tax, accounting, or legal advice. You are responsible for reviewing reports, maintaining your own books and records, determining your income-tax and other direct-tax obligations, and consulting your own advisers. You must notify Fungies within thirty days after a report is made available if you believe it contains a material error, but this notice period does not limit Fungies’ ability to correct records, taxes, or settlements where required. #### 7.5 Tax registration requests and audits You must cooperate promptly with a reasonable request for information, certification, or documentation from Fungies, a tax authority, a processor, or a payment participant. If an authority audits, investigates, or challenges a Transaction Tax determination and the matter relates to your Offerings or your information, you must provide prompt, accurate assistance and reimburse Fungies for resulting costs to the extent the matter is caused by your breach or inaccurate information. ### 8. Payment Processing, Billing, and Subscriptions #### 8.1 Payment-method availability Fungies determines which payment methods, currencies, geographies, and transaction types are available for a Transaction. Availability may depend on Customer location, Offering category, risk signals, transaction amount, processor or network restrictions, and legal requirements. Fungies does not guarantee any approval rate, payment-method availability, authorization, capture, settlement time, foreign-exchange rate, or volume. #### 8.2 Authorization and acceptance Fungies may accept, decline, delay, review, void, reverse, cancel, or refund a Transaction as required by law, Network Rules, processor requirements, fraud controls, sanctions requirements, technical error, Customer-protection needs, or Fungies’ reasonable risk judgment. An authorization is not a guarantee of settlement. A payment is not finally settled until Fungies receives cleared funds and the applicable return, dispute, or reversal risk has passed or is otherwise accepted by Fungies. #### 8.3 Subscription and recurring charges If you offer subscriptions, trials, usage-based billing, or other recurring charges, you must obtain the Customer’s express, informed, affirmative consent before the first charge and clearly disclose the price, currency, billing frequency, renewal date or method of determination, trial conditions, any promotional period, cancellation instructions, refund policy, and any material changes. You must provide simple, effective cancellation controls and honor cancellations promptly. You may not restart, extend, or increase a recurring charge without the Customer consent required by applicable law and Network Rules. #### 8.4 Promotions, discounts, and free trials Promotions, discounts, coupons, free trials, and introductory offers must be truthful, clearly disclosed, and configured accurately. You must not present a free trial as free if payment is required before or during the trial without clear disclosure. You must state when paid billing begins and how the Customer can cancel. Fungies may require changes to any promotion that creates material refund, Chargeback, tax, consumer-protection, or reputational risk. #### 8.5 Payment data You must not collect, store, transmit, or display full payment-card data, card-verification data, credentials, or other sensitive payment data unless Fungies expressly authorizes it in writing and you comply with all applicable PCI DSS and payment-method requirements. You must use the approved integrations and tokenization methods. You must never send payment-card data through email, chat, support tickets, logs, or unapproved systems. ### 9. Fees, Settlement, and Payouts #### 9.1 Fees You must pay all Fees applicable to your use of the Services. Fees may be charged to a payment method you authorize, invoiced to you, or deducted from Settlement Proceeds. Unless the Order Form states otherwise, Fees are non-refundable once due, except where required by law or caused by a demonstrated calculation error. You are responsible for all bank, intermediary, receiving-bank, transfer, and similar third-party charges associated with your Payout Account unless Fungies expressly states otherwise. #### 9.2 Calculation of Settlement Proceeds Fungies will calculate Settlement Proceeds from the gross amount of settled Transactions, less all applicable deductions and withholdings. Deductions may include Transaction Taxes, Fees, refunds, Chargebacks, reversals, disputes, payment-processor fees, Network Rule assessments and penalties, Reserve movements, FX conversion costs or effects, transfer charges, and amounts you otherwise owe Fungies. Fungies will not knowingly recover the same amount twice. Dashboard reports are the primary operational record of settlement calculations, subject to correction for error, delayed information, returns, disputes, taxes, or other legitimate adjustments. #### 9.3 Settlement timing Subject to verification, settlement by the relevant payment method, bank cut-off times, risk review, Reserve requirements, legal and contractual withholding rights, and the availability of cleared funds, Fungies expects to initiate payout of eligible Settlement Proceeds on the schedule shown in the Dashboard or Order Form. Unless otherwise agreed in writing, a Transaction ordinarily becomes eligible for payout after the period displayed in the Dashboard, which may be a rolling T+7 or other settlement period. A payout is complete when Fungies initiates the applicable payment instruction; the timing of receipt depends on banks, correspondent banks, payment rails, local holidays, and other third parties outside Fungies’ reasonable control. #### 9.4 Payout instruction and changes You are responsible for ensuring that all Payout Account details are correct and current. A request to add, delete, or change a Payout Account, payout currency, authorized signatory, or settlement configuration must be made through a secure method approved by Fungies. Fungies may apply a security hold, request enhanced verification, or reject a change request if it identifies suspicious activity or cannot verify authority. Fungies is not liable for a payout sent in accordance with the Payout Account details last verified or designated by you, except to the extent caused directly by Fungies’ error. #### 9.5 Foreign exchange If a Transaction currency differs from your payout currency, Fungies or its payment, banking, or treasury provider may convert the amount at the time the relevant provider performs the conversion. The applicable rate may include a provider spread or cost and becomes final when the conversion occurs. Refunds, Chargebacks, reversals, and other debits are commonly processed in the original Transaction currency and may be converted at a different time and rate. Accordingly, the amount deducted from Settlement Proceeds or a Reserve may differ from the amount previously paid to you. You bear the economic benefit and risk of currency movements except to the extent directly caused by Fungies’ error in applying the agreed conversion process. #### 9.6 Payment obligations and invoicing If you owe Fungies an amount that cannot be recovered from Settlement Proceeds or a Reserve, Fungies may invoice you or debit a payment method you have authorized. You must pay the invoiced amount within the period stated on the invoice or, if none is stated, within ten days after the invoice date. You may not set off, withhold, or reduce a payment unless law requires it. Late amounts may accrue interest at the lower of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Fungies may suspend the Services, stop payouts, or exercise its other remedies while an amount is overdue. #### 9.7 Fee disputes If you dispute a Fee or settlement deduction, you must notify Fungies in writing within thirty days after it appears in the Dashboard or report, providing the Transaction or invoice reference, the amount, and the specific basis for the dispute. The parties will work in good faith to resolve the matter. You must pay or allow deduction of undisputed amounts when due. The existence of a dispute does not excuse you from complying with risk, refund, Chargeback, tax, or other obligations. ### 10. Reserves, Withholding, Set-Off, and Recovery #### 10.1 Reserve right Fungies may establish, maintain, increase, decrease, or release a Reserve if reasonably necessary to secure actual or reasonably anticipated obligations arising from your Transactions or use of the Services. The Reserve is an accounting mechanism and does not create a trust, deposit account, or segregated customer-funds relationship unless Fungies expressly agrees otherwise in writing. A Reserve may be a rolling percentage of Transactions, a fixed amount, a delayed payout period, an amount linked to a risk event, or another reasonable structure. #### 10.2 When a Reserve may be used Fungies may use a Reserve to cover refunds, Chargebacks, reversals, disputes, payment-processor fees, Network Rule assessments, fines, penalties, taxes attributable to your information or breach, Customer claims, legal expenses, fraud losses, negative balances, and any other amount you owe under the Agreement. Fungies may also impose a Reserve where it reasonably identifies heightened risk from your business model, Customer complaints, fulfillment delays, unusually high refund or dispute rates, product changes, geographic expansion, transaction spikes, insolvency indicators, inaccurate information, regulatory developments, or a payment participant’s instruction. #### 10.3 Notice and management Where reasonably practical, Fungies will provide notice of a material new Reserve or material increase and describe the general basis for it. Fungies may act without prior notice if it reasonably believes immediate action is necessary to prevent loss, comply with law or Network Rules, address fraud, respond to a processor or authority, or protect Customers. Fungies will review a Reserve periodically using the available risk information. A Reserve may remain in place after suspension or termination for a period reasonably necessary to address the relevant exposure. #### 10.4 Set-off and recoupment You authorize Fungies to set off, deduct, net, recoup, and recover from any Settlement Proceeds, Reserve, payment method, Payout Account where legally permitted, or other amounts Fungies holds or owes to you, all amounts due from you under the Agreement. This right is cumulative and may be exercised before or after an invoice is issued. If a deduction creates a negative balance, you must pay that balance promptly on demand. Fungies may use reasonable collection methods and may assign or refer a delinquent debt to a collection provider where lawful. #### 10.5 No circumvention You must not attempt to circumvent a Reserve, withholding, payout restriction, negative balance, or payment obligation by opening another account, using an Affiliate or related party, transferring assets, changing product descriptions, routing Transactions elsewhere, or instructing Customers to pay outside the Services. Such conduct is a material breach and may result in immediate suspension, termination, and additional recovery measures. ### 11. Refunds, Cancellations, Chargebacks, and Customer Disputes #### 11.1 Approved refund policy You may establish a commercial refund policy for your Offerings only if it is approved by Fungies where approval is required, presented clearly to Customers before purchase, and no less protective than applicable law, Network Rules, processor requirements, and the customer-facing terms used by Fungies. Your policy must state eligibility, timing, method, exclusions, subscription cancellation mechanics, and support contact details in plain language. A Seller policy does not limit a Customer right that law, Network Rules, or Fungies’ Merchant-of-Record obligations require. #### 11.2 Refund administration Fungies will administer refunds as Merchant of Record. Fungies may issue a refund, in whole or in part, without your prior approval if required by applicable law, Network Rules, a payment processor, a regulator, a valid Customer cancellation, a court order, or if Fungies reasonably determines the refund is necessary to reduce Customer harm, fraud, regulatory exposure, payment risk, or reputational risk. Fungies will use commercially reasonable efforts to notify you of a material refund action when practical. Refunds will generally be returned to the original payment method or another method permitted by law and Network Rules. #### 11.3 Economic responsibility for refunds You bear the economic amount of every refund relating to your Offering, including a refund arising from product quality, misdescription, fulfillment, late delivery, cancellation, subscription management, technical failure, content, advertising, customer-support failure, or your refund policy. Fungies bears the economic amount only to the extent a refund is directly caused by Fungies’ breach of the Agreement, negligence, willful misconduct, or payment-processing error. Fungies may deduct a refund from Settlement Proceeds or the Reserve, or invoice you if necessary. #### 11.4 Chargeback and dispute administration Fungies will receive and administer Chargebacks and payment disputes in its role as Merchant of Record. When Fungies receives notice, it will use commercially reasonable efforts to notify you through the Dashboard or another agreed channel and state the response deadline when known. Fungies may decide, acting reasonably and consistent with law, Network Rules, and processor requirements, whether to represent, accept, settle, contest, or otherwise respond to a Chargeback. You must provide complete, accurate, timely, and legally usable evidence requested by Fungies no later than the earlier of seven business days after notice and the deadline that Fungies communicates to you. #### 11.5 Chargeback costs and fees You bear the amount of every Chargeback, reversal, dispute loss, processor fee, Network Rule assessment, penalty, and related cost arising from your Offering, delivery, content, fulfillment, marketing, subscription management, cancellation practice, Customer communication, fraud attributable to your activities, or breach of the Agreement. You must also pay any chargeback administration fee disclosed in the Dashboard, Order Form, or pricing schedule. Fungies will bear such amounts only to the extent they are directly caused by Fungies’ breach, negligence, willful misconduct, or payment-processing error. Fungies may deduct these amounts from Settlement Proceeds or a Reserve, without double recovery. #### 11.6 Excessive disputes and remediation If your Chargeback ratio exceeds 1.0% of total Transactions in a calendar month, exceeds a lower payment-method or Network Rule threshold, or otherwise presents elevated risk, Fungies may require a remediation plan, additional fraud controls, a change to your checkout or offering terms, a temporary restriction on affected payment methods, an increased settlement delay, or a Reserve. You must cooperate fully and implement any reasonable remediation plan on time. Failure to do so is a material breach and may result in suspension or termination. #### 11.7 Customer communications and regulatory matters You must promptly cooperate with Fungies in resolving Customer complaints, payment inquiries, regulator requests, and chargeback investigations. You may communicate directly with a Customer about the underlying Offering, but you must not pressure, threaten, mislead, or improperly induce a Customer to withdraw a complaint, waive a legal right, or reverse a payment dispute. You must promptly notify Fungies of any material complaint, recall, data incident, litigation, regulatory inquiry, or adverse event relating to an Offering that could reasonably affect Transactions or Fungies’ Merchant-of-Record obligations. ### 12. Fraud, Risk Controls, Suspension, and Review #### 12.1 Fraud controls Fungies may use automated and manual fraud, identity, velocity, device, geolocation, payment, behavioral, sanctions, and other risk controls. Fungies may require you to use particular checkout settings, 3D Secure or similar authentication, address or CVV checks, velocity limits, fraud rules, fraud-review workflows, delivery controls, or other safeguards. You are responsible for configuring and operating your business in a manner that reduces fraud, including maintaining secure customer accounts, accurate delivery records, and reasonable controls against abuse. #### 12.2 Transaction review Fungies may delay, review, decline, cancel, reverse, or refund a Transaction if it reasonably suspects fraud, unauthorized use, a prohibited activity, sanctions exposure, an inaccurate or misleading product description, a legal violation, a Network Rule issue, a technical error, abnormal pattern, or another material risk. Fungies is not liable for lost sales, lost profits, or customer dissatisfaction arising from a good-faith risk decision, unless caused by Fungies’ willful misconduct. #### 12.3 Suspension rights Fungies may immediately suspend or restrict access to the Services, a Seller account, an Offering, a payment method, a Transaction, a Payout Account, payout rights, or the ability to create new transactions if: (a) you breach the Agreement; (b) you fail verification; (c) you owe amounts to Fungies; (d) a processor, payment method, Network Rule, financial institution, authority, or law requires or requests action; (e) Fungies reasonably believes there is fraud, legal, tax, data-security, credit, customer-harm, reputational, or operational risk; (f) your Chargeback, refund, complaint, or failure rate is excessive; or (g) your business changes materially without prior approval. #### 12.4 Cooperation and remediation During a review or suspension, you must promptly provide all requested information and cooperate with Fungies’ reasonable instructions. You must not interfere with a review or encourage Customers to circumvent payment controls. Fungies may condition reinstatement on satisfactory verification, payment of negative balances, implementation of remediation measures, correction of misleading content, removal of a restricted Offering, new reserve terms, or other reasonable steps. Reinstatement is at Fungies’ discretion, subject to applicable law and any relevant payment participant instruction. #### 12.5 No obligation to disclose sensitive risk information Fungies may withhold details of fraud controls, sanctions screening, third-party instructions, security measures, confidential reports, or other sensitive risk information if disclosure could compromise security, violate law, breach confidentiality obligations, or impair Fungies’ ability to manage risk. Fungies will provide commercially reasonable information about a restriction where permitted and practical.End of Part I. Sections 13–25 and schedules follow in this same document. ### 13. Data Protection, Security, and Personal Data #### 13.1 Compliance and roles Each party must comply with privacy, data-protection, marketing, cybersecurity, and breach-notification laws applicable to its own processing of Personal Data. “Personal Data” means information relating to an identified or identifiable person or otherwise defined as personal information, personal data, or equivalent by law. Depending on the activity, each party may act as an independent controller/business or, where a Data Processing Addendum so provides, as a processor/service provider. #### 13.2 Fungies’ processing Fungies may process Customer Data, Seller Data, and Transaction data to provide, secure, support, administer, and improve the Services; act as Merchant of Record; process and settle payments; prevent fraud; meet tax, sanctions, AML/KYC, accounting, legal, and Network Rule obligations; resolve disputes; enforce the Agreement; and produce de-identified analytics. It may share data with Affiliates, payment participants, banks, tax and fraud providers, service providers, advisers, regulators, and authorities where reasonably necessary and subject to appropriate safeguards. #### 13.3 Seller data duties You represent that you have a lawful basis to collect, use, disclose, and transfer information you provide to Fungies. You must give Customers required notices, obtain required consents, and honor rights requests relating to your independent processing. Do not provide sensitive, biometric, health, financial-account, government-ID, children’s, or other regulated data unless permitted by the Services and approved where required. Do not collect unnecessary Personal Data, and protect all exported or integrated data with appropriate access controls, encryption, retention limits, and security measures. #### 13.4 Security, PCI, and incidents Fungies will maintain commercially reasonable safeguards for data under its control. You must maintain appropriate safeguards for your systems and are responsible for incidents arising from your systems, users, credentials, integrations, or breach of this Section. Fungies is responsible for PCI DSS obligations applicable to its payment environments; you are responsible for those applicable to your systems and integrations. You must not store sensitive authentication data or collect card data through unapproved channels. Notify Fungies without undue delay of an actual or suspected incident involving the Services, Customer Data, Transaction data, payment data, or credentials, and cooperate with investigation and remediation. #### 13.5 Rights requests, retention, and exports You must promptly forward or cooperate with Customer data-rights requests concerning Fungies’ Merchant-of-Record records. Fungies may retain data as reasonably necessary for the Services, legal, tax, payment-record, dispute, fraud-prevention, and enforcement obligations. You may export available data through the Dashboard or API, subject to technical, security, confidentiality, and legal limits. On termination, Fungies may provide limited export access but need not retain data beyond those obligations. ### 14. Confidentiality #### 14.1 Confidential Information “Confidential Information” means non-public business, commercial, technical, financial, security, product, pricing, customer, Transaction, or other information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or reasonably should be understood as confidential. Fungies’ Confidential Information includes non-public product, security, fraud, pricing, payment-participant, API, and technical information; Seller Confidential Information includes your non-public business information and data. #### 14.2 Protection and permitted use The Receiving Party may use Confidential Information only to exercise rights and perform obligations under the Agreement, must protect it with at least reasonable care, and may share it only with Affiliates, personnel, advisers, payment participants, and service providers with a need to know who are bound by suitable confidentiality duties. It remains responsible for its recipients’ compliance. #### 14.3 Exclusions Confidential Information excludes information that the Receiving Party can document was public without breach, lawfully known before disclosure, lawfully received from a third party without a duty, or independently developed without use of the Confidential Information. #### 14.4 Required disclosure A Receiving Party may disclose Confidential Information where required by law, a valid order, a regulator, Network Rules, a payment participant, or governmental request. Where legally permitted and practical, it will give prompt notice and cooperate with efforts to obtain confidential treatment. Fungies may disclose relevant information without notice where necessary for immediate compliance or risk management. #### 14.5 Return, destruction, and survival On request or termination, the Receiving Party must return or securely destroy Confidential Information no longer needed for the Agreement, subject to legal retention, backups, archives, and compliance records. These obligations survive five years after termination; trade secrets remain protected as long as law permits. ### 15. Intellectual Property, Branding, and Feedback #### 15.1 Fungies intellectual property As between the parties, Fungies and its licensors own all right, title, and interest in the Services, Platform, Dashboard, APIs, software, documentation, fraud and risk systems, payment flows, templates, analytics, algorithms, data models, designs, trademarks, and all related intellectual-property rights. Except for the limited license expressly granted under Section 2.2, no right or license is granted to you. #### 15.2 Seller content and data You retain rights in your trademarks, content, product descriptions, product materials, and other lawfully provided materials (“Seller Content”). You grant Fungies, its Affiliates, and service providers a worldwide, non-exclusive, royalty-free license during the Term and necessary post-Term period to use Seller Content as necessary to provide, secure, support, administer, and improve the Services; operate checkout, invoices, receipts, payment methods, tax, fraud, reporting, and dispute functions; and comply with law and Network Rules. #### 15.3 Representations concerning Seller Content You represent and warrant that you have all rights, licenses, permissions, releases, and consents for Seller Content and Fungies’ permitted use of it. Seller Content must not violate intellectual-property, privacy, publicity, contractual, or other third-party rights. Fungies may remove or limit Seller Content it reasonably believes violates the Agreement, law, Network Rules, or third-party rights. #### 15.4 Use of names and marks Each party may use the other’s marks only as permitted by the Agreement or with approval. Fungies may display your brand and Offering information in Transaction materials and identify you in customary marketing unless you opt out in writing. You may not suggest Fungies’ endorsement, partnership, or certification without written approval. #### 15.5 Feedback If you provide suggestions, comments, ideas, or feedback about the Services, you grant Fungies a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, disclose, reproduce, modify, distribute, and commercialize that feedback without restriction or compensation, provided that Fungies will not identify you as the source without consent. #### 15.6 Restrictions You must not copy, modify, reverse engineer, decompile, disassemble, or derive source code from the Services; resell, sublicense, distribute, or provide unauthorized access; remove notices; circumvent security or limits; build a competing product using the Services; scrape data except through authorized APIs; or otherwise use the Services in breach of the Agreement. ### 16. Representations, Warranties, and Disclaimers #### 16.1 Mutual and Seller representations Each party represents that it is duly organized, has authority to enter into the Agreement, and will comply with laws applicable to its performance. You further represent, warrant, and covenant that every Offering is lawful; you have all required rights and approvals; your information is complete, accurate, current, and non-misleading; you comply with consumer-protection, advertising, privacy, security, intellectual-property, export, sanctions, AML/KYC, and other applicable laws; and your business, Offerings, marketing, and websites comply with Network Rules and do not create material risk for Fungies or payment participants. #### 16.2 Fungies limited warranty Fungies warrants that it will provide the Services in a professional and workmanlike manner using commercially reasonable skill and care. Your exclusive remedy for breach is for Fungies, at its option, to re-perform the affected Services or refund the Fees paid for the materially non-conforming portion. You must notify Fungies of a warranty claim within thirty days after discovering the issue. #### 16.3 Disclaimers EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUNGIES DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND SECURITY. FUNGIES DOES NOT GUARANTEE UNINTERRUPTED SERVICE, PAYMENT AUTHORIZATION, PAYMENT-METHOD AVAILABILITY, CONVERSION, TAX OUTCOMES, FRAUD OUTCOMES, CHARGEBACK RESULTS, PAYOUT TIMING, FX RATES, OR BUSINESS RESULTS. Third-party payment, banking, cloud, tax, and network services are outside Fungies’ reasonable control. ### 17. Indemnification #### 17.1 Seller indemnity You will defend, indemnify, and hold harmless Fungies, its Affiliates, payment participants, processors, licensors, and their officers, directors, employees, contractors, agents, and representatives (the “Fungies Indemnitees”) from all claims, losses, liabilities, damages, penalties, costs, and reasonable attorneys’ fees arising from or relating to: (a) your Offerings, business, content, advertising, fulfillment, delivery, support, cancellation, or Customer communications; (b) your breach of the Agreement, law, Network Rules, or third-party rights; (c) Seller Content or an Offering that infringes or violates a third-party right; (d) your data, privacy, tax, fraud, negligence, willful misconduct, or misrepresentation; and (e) refunds, Chargebacks, reversals, payment-method assessments, or penalties connected with your Offerings or activities. #### 17.2 Fungies indemnity Fungies will defend, indemnify, and hold harmless you and your officers, directors, and employees from third-party claims finally awarded by a court or agreed in settlement arising from Fungies’ material breach, gross negligence, willful misconduct, or an allegation that the unmodified Services, used as authorized, infringe a United States intellectual-property right. This does not apply to a claim caused by Seller Content, an Offering, an unauthorized modification or use, your combination of the Services with non-Fungies items, or your breach. Fungies may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid, unused Fees for that component. This is your exclusive infringement remedy. #### 17.3 Procedure The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and permit it to control the defense and settlement. Delay relieves the indemnifying party only to the extent of material prejudice. No settlement may admit fault by, impose obligations on, or restrict rights of the indemnified party without prior written consent. ### 18. Limitation of Liability #### 18.1 Excluded damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, SAVINGS, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY. #### 18.2 Liability cap TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO FUNGIES IN THE TWELVE MONTHS BEFORE THE EVENT. WHERE NO FEES HAVE BEEN PAID OR PAYABLE, FUNGIES’ TOTAL LIABILITY WILL NOT EXCEED US$100. #### 18.3 Exceptions and allocation These limits do not apply to your payment obligations, including Fees, refunds, Chargebacks, reversals, taxes, penalties, negative balances, and Reserves; to fraud, willful misconduct, death, or personal injury where liability cannot be limited; to your Seller indemnity; or to unauthorized use or disclosure of Confidential Information. The parties agree that the Fees reflect this allocation of risk. ### 19. Term, Suspension, and Termination #### 19.1 Term and termination for convenience The Agreement begins when you accept it or use the Services and continues until terminated. An Order Form controls any specified initial or renewal term. Otherwise, either party may terminate for convenience on thirty days’ written notice. #### 19.2 Termination for cause Either party may terminate immediately if the other materially breaches the Agreement and, if curable, does not cure within thirty days after notice; becomes insolvent or subject to an unresolved bankruptcy or receivership proceeding; or engages in fraud, illegal conduct, or willful misconduct relating to the Agreement. #### 19.3 Fungies immediate rights Fungies may suspend or terminate immediately for a breach of Sections 4–6, 8, 10–13, or 15; a payment participant, Network Rule, authority, or law requirement; excessive Chargebacks; a failure of verification; overdue amounts; or a reasonably identified legal, fraud, security, customer-harm, financial, operational, or reputational risk. It may take less severe action where reasonable, but need not do so. #### 19.4 Effect of termination On termination, you must stop using the Services and Fungies may stop new Transactions, disable access, and remove Offerings. Fungies will calculate final Settlement Proceeds after all proper deductions and may retain a Reserve and delay payout as reasonably necessary for refunds, Chargebacks, reversals, disputes, tax adjustments, fraud losses, Customer claims, and other post-termination liabilities. Fungies may continue to administer pre-termination Transactions. You remain responsible for all related Fees, refunds, Chargebacks, tax, indemnity, and other accrued obligations. ### 20. Compliance with Laws, Sanctions, and Export Controls #### 20.1 General compliance You must comply with all laws applicable to your business and Offerings, including consumer-protection, advertising, e-commerce, subscription, licensing, privacy, data-security, tax, anti-bribery, AML/KYC, sanctions, and export-control laws. You must promptly notify Fungies of a material investigation, enforcement action, licensing issue, or other matter that could affect the Services. #### 20.2 AML/KYC, sanctions, and export controls You represent that neither you nor, to your knowledge after reasonable inquiry, your beneficial owners, directors, or controlling persons is sanctioned, owned or controlled by a sanctioned person, or located, organized, or ordinarily resident in a comprehensively sanctioned territory. You must not use the Services to facilitate money laundering, terrorist financing, a sanctioned transaction, or another prohibited financial activity. You must provide requested KYC, AML, sanctions, fraud, or export-control information promptly. You must not export, re-export, transfer, download, or provide an Offering, technology, or Service access in violation of applicable export-control laws or to a prohibited user, destination, or end use. Fungies may block, refund, restrict, or require information to address such risk. #### 20.3 Anti-bribery You must comply with applicable anti-bribery and anti-corruption laws and maintain accurate Transaction-related books and records. You must not offer, give, request, or accept an improper payment or benefit in connection with the Agreement. ### 21. Dispute Resolution and Governing Law #### 21.1 Informal resolution Before commencing arbitration or court proceedings, a party must send the other party a written notice describing the dispute, the facts supporting it, and the proposed resolution. The parties will attempt in good faith to resolve the dispute through authorized business representatives for at least thirty days after the notice is received. Nothing in this Section prevents either party from seeking urgent injunctive, equitable, or other emergency relief where necessary to prevent imminent harm. #### 21.2 Mediation If the dispute is not resolved informally, either party may request confidential mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. The mediation will take place remotely or in Wilmington, Delaware, unless the parties agree otherwise. The parties will share mediator fees equally, and each will bear its own attorneys’ fees and internal costs unless they agree otherwise. #### 21.3 Binding arbitration If the dispute is not resolved within sixty days after mediation begins, it will be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, before one arbitrator. The arbitration will be conducted in English and take place remotely or in Wilmington, Delaware, unless the parties agree otherwise. The arbitrator may award any relief available in an individual court action, subject to the liability limitations in the Agreement. Judgment on the award may be entered in any court with jurisdiction. #### 21.4 Class and jury waiver TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT DISPUTES WILL BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If the class-action waiver is held unenforceable for a particular claim, that claim must proceed in a court of competent jurisdiction, while all arbitrable claims remain in arbitration. #### 21.5 Governing law and court jurisdiction The Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Subject to Section 21.3, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any permitted court proceeding, and each party consents to personal jurisdiction and venue in those courts. ### 22. Notices #### 22.1 Electronic notices You consent to receive notices, disclosures, statements, reports, and other communications electronically through the Dashboard, the email address associated with your account, or another contact method you provide. You must keep your contact information current and monitor the Dashboard and account email regularly. Electronic notices satisfy any legal requirement that a communication be in writing. #### 22.2 Notice addresses and delivery Notices to Fungies must be sent to with a copy to the contact address stated on the Fungies website, unless Fungies provides another notice address. Notices to you may be sent to the account email address, Dashboard, or registered business address in your account. Notices are deemed given when posted in the Dashboard; when sent by email without a bounce-back or delivery error; one business day after dispatch by reputable overnight courier; or three business days after dispatch by registered mail, postage prepaid. ### 23. Force Majeure Neither party is liable for a delay or failure to perform an obligation, other than payment obligations, to the extent caused by an event outside its reasonable control, including natural disaster, fire, flood, earthquake, war, terrorism, civil unrest, epidemic, pandemic, labor dispute, government action, legal change, sanctions, internet or telecommunications failure, cloud-service outage, payment-network outage, bank failure, or third-party service interruption (a “Force Majeure Event”). The affected party must use commercially reasonable efforts to mitigate the effect and resume performance. If a Force Majeure Event continues for more than sixty consecutive days and materially prevents performance, either party may terminate the affected Services by written notice. ### 24. General Provisions #### 24.1 Assignment and subcontracting You may not assign, transfer, or delegate the Agreement without Fungies’ prior written consent. Fungies may assign it to an Affiliate or in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all assets. Fungies may use Affiliates, payment participants, and service providers to provide the Services; you remain responsible for any subcontractor you use. #### 24.2 Independent contractors The parties are independent contractors. Nothing creates a partnership, joint venture, franchise, employment, fiduciary, or general agency relationship. The Merchant-of-Record role is limited to the legal-seller functions expressly stated in the Agreement. #### 24.3 Waiver, severability, and interpretation A waiver must be in writing and does not waive a later breach. Rights and remedies are cumulative. If a provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and the remainder remains effective. Headings are for convenience; “including” means without limitation; the English version controls; and an ambiguity will not be construed against a party solely because it drafted the provision. #### 24.4 Entire agreement, amendments, and publicity The Agreement is the entire agreement regarding its subject matter and supersedes prior discussions and agreements. Fungies may amend these Terms, policies, or Services with reasonable advance notice of a material adverse change, except where faster action is required by law, Network Rules, a payment participant, security, or fraud prevention. Continued use after the effective date accepts the amendment. Fungies may identify you in customary marketing unless you opt out in writing; neither party may disclose the other’s Confidential Information through publicity. #### 24.5 Survival Provisions that by nature should survive will survive, including payment, settlement, Reserve, refund, Chargeback, tax, data-retention, confidentiality, intellectual-property, disclaimer, indemnity, liability, dispute-resolution, notice, and general provisions. ### 25. Seller Acknowledgments By accepting these Terms, you acknowledge and agree that:1.Fungies acts as Merchant of Record for all payments processed through the Services and is the legal seller of record to the Customer for each such Transaction, subject to applicable law and the checkout terms.2.Fungies’ Merchant-of-Record status does not transfer to Fungies responsibility for your Offerings, product claims, content, marketing, fulfillment, support, customer promises, or direct Seller taxes, except to the extent directly caused by Fungies’ breach, negligence, willful misconduct, or payment-processing error.3.Settlement Proceeds are not guaranteed revenue. They are subject to taxes, Fees, refunds, Chargebacks, reversals, Reserves, payment-participant requirements, foreign exchange, and other lawful deductions or withholdings under the Agreement.4.Fungies may take immediate risk, compliance, fraud, Customer-protection, or payment-network action where reasonably necessary, including withholding funds, imposing a Reserve, limiting payment methods, suspending an Offering, issuing a refund, or terminating access.5.You have had the opportunity to seek independent legal, tax, and compliance advice before accepting these Terms. ### Schedule 1 — Operational and Commercial Configuration The following configuration is completed in the Dashboard, Order Form, or another Fungies-approved written record. It is incorporated into these Terms for the applicable Seller. | Item | Configuration | | ----------------------------- | ---------------------------------- | | Seller legal name | \[Dashboard / Order Form] | | Seller account email | \[Dashboard] | | Approved websites / apps | \[Dashboard / Order Form] | | Approved Offering categories | \[Dashboard / Order Form] | | Approved Payout Account(s) | \[Verified through Dashboard] | | Payout currency or currencies | \[Dashboard / Order Form] | | Standard settlement schedule | \[Dashboard / Order Form] | | Fees and pricing | \[Dashboard / Order Form] | | Chargeback administration fee | \[Dashboard / Order Form] | | Reserve terms, if any | \[Dashboard / written risk notice] | | Approved payment methods | \[Dashboard] | | Support contacts | \[Dashboard / Help Center] | ### Schedule 2 — Seller Pre-Launch Confirmation Before accepting live Transactions, you confirm that your legal entity and Payout Account details are accurate; your Offerings, pages, and customer terms comply with law and these Terms; recurring-billing, trial, cancellation, refund, privacy, and support disclosures are live and tested; your integration does not expose payment data; and you can provide fulfillment, support, and Chargeback evidence promptly. You also confirm that you understand that Fungies is Merchant of Record for every payment processed through the Services. Fungies Inc. 2100 Geng Road, Suite 210 Palo Alto, California 94303, United States Fungies Europe PSA, AL. ALEJE JEROZOLIMSKIE 109 / 70, 02-011, Warsaw, Poland, KRS: 0001137340 Contact: