Soltivo – Merchant Master Agreement (Beta)

This Merchant Master Agreement (the "Agreement") governs the participation of the merchant accepting it ("Merchant") in the Soltivo beta program ("Soltivo," "we," or "us"). By electronically accepting this Agreement, Merchant agrees to be legally bound by its terms.

1. Nature of the Service

Soltivo is an experimental software platform provided on a beta basis that enables merchants to receive payments initiated by users and executed directly on blockchain networks through smart contracts from self-custodial user wallets. Soltivo does not custody funds, does not control wallets or private keys, does not act as a bank, payment institution, escrow, or financial intermediary, and is not a party to the sale of goods or services between Merchant and users.

2. Merchant Onboarding and KYB

Merchant activation is subject to the completion of a Know Your Business (KYB) form, the submission of accurate and complete information regarding legal identity, beneficial owners, business activity, jurisdiction of operation, and receiving wallet address(es), and approval by Soltivo. Soltivo may reject, suspend, or revoke Merchant access at its sole discretion during the beta period. Merchant represents and warrants that it is legally established or otherwise authorized to operate, has authority to accept payments, offers only lawful goods and/or services, is not engaged in prohibited, fraudulent, or sanctioned activities, and complies with all applicable laws and regulations.

3. Permitted Goods and Services

Merchant agrees to offer only goods and services that are legal in its jurisdiction, comply with applicable consumer protection, tax, and commercial laws, and not use Soltivo for illegal activities, including but not limited to money laundering, terrorist financing, fraud, or the sale of prohibited goods or services. Soltivo does not review, verify, or supervise Merchant offerings.

4. Wallets, Payments, and Finality

Merchant must provide a valid blockchain wallet under its exclusive control. Payments are initiated by users, executed on-chain, and are final and irreversible once confirmed. Soltivo cannot reverse transactions, issue refunds, process chargebacks, or mediate disputes between Merchant and users.

5. Experimental Fee

During the beta period, an experimental fee of 1% per transaction applies, is executed automatically via smart contract, is non-refundable, and is applied solely for testing system functionality. This fee is not a final commercial pricing model and may change or be removed in the future.

6. Merchant–User Relationship

Merchant acknowledges that the commercial relationship exists solely between Merchant and the user and that Merchant is exclusively responsible for pricing, descriptions, delivery, quality, warranties, refunds (if any), and customer support. Soltivo bears no responsibility for disputes between Merchant and users.

7. Data and Privacy

Merchant acknowledges that wallet addresses and transaction data are public by nature on blockchain networks, that Merchant may receive limited user information necessary to complete a transaction, and that Merchant is responsible for handling any data received in compliance with applicable data protection laws.

8. Suspension and Termination

Soltivo may suspend or terminate Merchant access with or without notice in the event of a breach of this Agreement, false or misleading KYB information, illegal or high-risk activity, or termination of the beta program.

9. Limitation of Liability

To the maximum extent permitted by law, Soltivo shall not be liable for Merchant business losses, blockchain failures, user errors, or commercial disputes, and Soltivo's total liability shall not exceed the total fees collected from Merchant during the beta period.

10. Indemnification

Merchant agrees to indemnify and hold harmless Soltivo from any claims arising out of Merchant's goods or services, violation of applicable laws, disputes with users, or misuse of the software.

11. Dispute Resolution and Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) on an individual basis only. Merchant expressly waives any right to participate in class or representative actions. This Agreement is governed by the laws of the State of Delaware, United States.

12. Beta Status and Future Transition

Merchant acknowledges that Soltivo is in beta, that features may change, be migrated, or be discontinued, and that this Agreement may be replaced by updated terms upon transition to a formal entity or production service.

13. Acceptance

Electronic acceptance of this Agreement constitutes a legally binding agreement equivalent to a handwritten signature.