Terms of Use

1. Agreement to these terms

These Terms of Use (“Terms”) are an agreement between you and NorthScout Payments (“NorthScout,” “we,” “us”). They govern your use of our website, merchant portal, merchant API, WooCommerce gateway, and hosted checkout pages (together, the “Service”). By using the Service, you agree to these Terms and to our Privacy Policy.

Merchants are businesses that use the Service to accept payments. Shoppers are customers who pay a merchant through a NorthScout checkout page. Some sections apply only to merchants or only to shoppers, as noted. If a merchant has signed a separate merchant agreement with NorthScout, that agreement controls where it conflicts with these Terms.

2. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for use in the United States. Merchants must be legally organized businesses in good standing, and anyone opening a merchant account on behalf of a business represents that they are authorized to bind it. You may not use the Service if you are subject to US sanctions or are otherwise barred from receiving financial services under applicable law.

3. Merchant accounts

Merchant accounts are subject to review and approval, and we may request additional information about your business, products, and ownership at any time. You agree to:

• Provide accurate, current, and complete information, and keep it up to date.
• Keep your sign-in credentials, API keys, and webhook signing secrets confidential, and notify us promptly of any unauthorized use.
• Accept responsibility for all activity that occurs under your account and credentials.

4. Merchant responsibilities

As a merchant, you are responsible for:

• Selling only lawful products and services, and complying with all laws that apply to your business, products, marketing, and customers, including licensing, age-restriction, labeling, and consumer-protection requirements.
• Complying with the rules of the card networks and the requirements of our payment processor, as communicated to you.
• Accurately describing your products, prices, and policies, and fulfilling the orders you accept.
• Publishing and honoring your own refund, return, and customer service policies, and responding to your customers' inquiries.
• Obtaining any notices and consents required to share your customers' information with NorthScout for checkout.

Prohibited businesses

You may not use the Service for illegal products or services; products that infringe intellectual property; sanctioned persons, entities, or regions; deceptive, fraudulent, or unfair practices; or any business or product that our payment processor or the card networks prohibit. We may maintain a more detailed list of prohibited and restricted categories and update it from time to time. Approval of one category or product does not approve others.

5. Fees

Merchants pay the fees set out in their merchant agreement or fee plan. Fees are deducted automatically at settlement, as described below. We may change fees with advance notice; changes apply only to payments created after the change takes effect. Shoppers are charged the order total presented at checkout.

6. Payments and identity verification

Card payments are processed by a third-party, PCI DSS-compliant payment processor. When you pay through NorthScout checkout, the processor's own terms and privacy notice also apply, and you may be asked to accept them. NorthScout is not a bank and does not itself hold shopper funds.

Identity verification may be required before a purchase, typically once per shopper. Verification is performed by the processor, which decides whether to approve a verification or payment. A payment may be declined, held, or reversed for reasons including failed verification, suspected fraud, payment limits, processor or card-network rules, or legal requirements, and NorthScout is not obligated to process any particular payment.

7. Settlement

Merchants are settled in USDC, a US-dollar stablecoin, on the Base blockchain, to the payout wallet address the merchant designates. Each order has a dedicated settlement address, and the payout destination and fees are fixed before checkout begins. Once funds for an order are received and independently verified, an on-chain smart contract splits them between the merchant and NorthScout automatically.

As a merchant, you acknowledge that:

• You are solely responsible for the security of your payout wallet, including its private keys and recovery materials. NorthScout does not control your wallet and cannot recover lost keys or funds.
• Blockchain transactions are generally irreversible. Funds sent to the address you designate cannot be recalled by NorthScout.
• Changes to your payout address must be made through the portal's payout-address change process, which requires email confirmation and a cooling-off period before the new address takes effect, and apply only to payments created after the change.
• Settlement timing depends on the payment processor, blockchain network conditions, and our verification checks, and is not guaranteed.
• Settlement transactions, wallet addresses, and amounts are publicly visible on the blockchain.

8. Refunds and disputes

Refunds are handled by the merchant under the merchant's own policies, outside the Service. Shoppers should contact the merchant directly about orders, returns, and refunds. NorthScout does not issue refunds on a merchant's behalf.

Card disputes and chargebacks are governed by the payment processor's and card networks' rules. Merchants agree to cooperate promptly with any dispute, including by providing evidence of the order and its fulfillment, and are responsible for amounts owed as a result of disputes, chargebacks, or reversals relating to their orders, as described in their merchant agreement.

9. Acceptable use

You agree not to:

• Use the Service for any unlawful, fraudulent, or deceptive purpose, including money laundering or sanctions evasion.
• Provide false information, impersonate anyone, or use another person's payment method or identity.
• Interfere with, probe, or attempt to bypass the Service's security, payment limits, or verification controls.
• Access the Service by automated means except through our documented API, or overload or disrupt it.
• Reverse engineer, copy, resell, or build a competing product from the Service, except as the law expressly permits.

10. Intellectual property

The Service, including its software, design, and content, is owned by NorthScout and its licensors and is protected by intellectual property laws. Subject to these Terms, we grant merchants a limited, non-exclusive, non-transferable license to use the Service, the WooCommerce gateway, and the API for their business during their account term. Merchants grant us a license to use their name, logo, and brand colors to display their checkout pages and operate the Service. If you send us feedback, we may use it without obligation to you.

11. Third-party services

The Service relies on third parties, including our payment processor, identity verification provider, blockchain networks, and hosting providers. Their services are governed by their own terms, and we are not responsible for their acts, omissions, or availability, or for the operation of public blockchain networks or the USDC stablecoin.

12. Disclaimers

To the fullest extent permitted by law, the Service is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any payment will be approved or settled within a particular time. NorthScout is not a party to the sale between a merchant and a shopper and makes no warranty about any merchant's products or services.

13. Limitation of liability

To the fullest extent permitted by law, NorthScout and its affiliates, officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or digital assets, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

Our total liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) the fees a merchant paid to NorthScout in the twelve months before the event giving rise to the claim, or (b) one hundred US dollars ($100). Some jurisdictions do not allow certain limitations, so some of these limits may not apply to you.

14. Indemnity

Merchants will defend, indemnify, and hold harmless NorthScout and its affiliates, officers, and employees from any claims, losses, damages, fines, and expenses (including reasonable attorneys' fees) arising from the merchant's products or services, its orders and customer dealings, its violation of these Terms or applicable law, or its violation of card-network or payment processor rules.

15. Suspension and termination

We may suspend or terminate access to the Service, limit or pause payments, or decline to process a payment, with or without notice, if we reasonably believe it is necessary to comply with law or processor or card-network rules, to prevent fraud or harm, to protect the Service, or because of a breach of these Terms.

Merchants may close their account at any time by contacting us. Settlement of verified payments created before termination will proceed where possible. Sections that by their nature should survive termination — including fees owed, settlement acknowledgments, disclaimers, limitation of liability, indemnity, and governing law — will survive.

16. Governing law

These Terms are governed by the laws of the State of [STATE], without regard to its conflict-of-law rules. Any dispute arising out of or relating to these Terms or the Service will be resolved exclusively in the state or federal courts located in [COUNTY], [STATE], and you consent to their jurisdiction, except where applicable law requires otherwise.

17. Changes to these terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above, and if the changes are material we will provide additional notice, such as by email to merchants or a notice in the portal. Continued use of the Service after changes take effect means you accept the updated Terms.

18. General

These Terms, together with our Privacy Policy and any merchant agreement, are the entire agreement between you and NorthScout about the Service. If any provision is found unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

19. Contact us

Questions about these Terms can be sent to support@northscout.io.