Vendor Terms of Service

1.1 The Service.

PickersPay provides a software platform (the "Service") that enables vendors to facilitate payments between themselves and their customers using third-party payment processors, including Stripe, Inc. ("Stripe"). The Service includes tools for initiating transactions, presenting checkout interfaces (including NFC and QR-based methods), and accessing transaction-related data and analytics.

1.2 Platform, Not Primary Processor.

PickersPay is a technology provider and does not process payments, transmit money, hold funds, or act as a merchant of record. All payment processing, authorization, fund settlement and fund flows occur directly between you and Stripe (or other third-party payment providers) pursuant to your agreement(s) with such providers.

1.3 No Guarantee of Service Availability.

While PickersPay is designed to function in low-signal environments, we do not guarantee uninterrupted service, successful transaction completion, or availability of the Service at all times or locations.

2.1 Eligibility.

To use the Service, you must:

• Be at least 18 years old
• Have legal capacity to enter into binding contracts
• Operate a legitimate business or be an individual seller
• Comply with all applicable laws and regulations
• Not be located in, or selling to customers in, any country subject to U.S. embargo or designated as a "terrorist supporting" country by the U.S. government
• Not be listed on any U.S. government list of prohibited or restricted parties

2.2 Account Information.

You agree to provide accurate, current, and complete information during registration and to update such information promptly if it changes. You are solely responsible for maintaining the confidentiality of your account credentials.

2.3 Prohibited Use.

You may not use the Service if you are engaged in any business or activity listed on the Stripe Restricted Businesses List or if your use violates any applicable law.

3.1 Platform Fee.

You agree to pay PickersPay a platform fee of one percent (1%) of each successfully settled gross transaction amount processed through the Service (the "Platform Fee"). For clarity, the Platform Fee is calculated on the gross transaction amount before deduction of Stripe processing fees.

3.2 Stripe Processing Fees.

In addition to the Platform Fee, you will be charged Stripe's standard processing fees (currently 2.9% + $0.30 per transaction for card payments, subject to change by Stripe). Stripe fees are collected directly by Stripe and are separate from the Platform Fee.

3.4 No Refunds of Platform Fees.

Platform Fees are non-refundable, even if you issue a refund to a customer. If you refund a customer transaction, Stripe's processing fees are also non-refundable per Stripe's terms.

3.5 Fee Changes.

We reserve the right to modify the Platform Fee with thirty (30) days' advance notice. Continued use of the Service after the notice period constitutes acceptance of the new fee structure.

3.6 Taxes.

You are responsible for determining and paying any applicable taxes, duties, or other governmental assessments associated with your use of the Service and your sales.

4.1 Payment Flow and Roles.

You acknowledge and agree that:

• You are the merchant of record for all transactions processed using the Service
• Stripe (or your selected payment processor) is solely responsible for payment processing, authorization, settlement, chargebacks, and regulatory compliance
• PickersPay does not receive, hold, control, or transmit funds at any time
• All funds flow directly from the customer to you via Stripe

4.2 Stripe Relationship.

All payment processing, authorization, settlement, and fund disbursement are handled exclusively by Stripe. PickersPay never holds, controls, or has access to customer funds.

4.3 Settlement Timeline.

Funds from transactions are settled to your linked bank account according to Stripe's standard settlement schedule (typically 2 business days for U.S. accounts, subject to Stripe's terms and underwriting).

4.4 Holds, Reserves, and Disputes.

Stripe may place holds on funds, establish reserves, or withhold settlement in accordance with Stripe's Terms of Service, including in cases of suspected fraud, chargebacks, disputes, or violation of terms. PickersPay has no control over Stripe's settlement decisions.

4.5 Chargebacks and Disputes.

You are solely responsible for handling customer disputes, chargebacks, and refunds. You agree to respond promptly to any chargeback or dispute notification from Stripe. If you lose a chargeback dispute, the transaction amount plus any applicable chargeback fees will be deducted from your account balance or future settlements. PickersPay has no involvement in or responsibility for adjudicating disputes, chargebacks, or refunds and shall have no liability arising from the outcome of any such matters.

4.6 Fraudulent Transactions.

You are responsible for all fraudulent transactions processed through your PickersPay account, including any resulting losses, fines, or penalties. You agree to implement reasonable fraud prevention measures.

4.7 No Liability for Funds and Payment Processing.

PickersPay does not receive, hold, control, or transmit funds at any time. All funds flow directly between customers and you via Stripe or your selected payment processor. PickersPay shall have no liability for any payment-related issues, including but not limited to:

• Payment failures, declines, or delays
• Misrouted, lost, or withheld funds
• Errors or outages by Stripe or any payment processor
• Unauthorized or fraudulent transactions
• Chargebacks, reversals, fines, or penalties imposed by Stripe or card networks

5.1 Compliance with Laws.

You agree to comply with all applicable laws, regulations, and industry standards, including but not limited to:

• Consumer protection laws
• Tax laws and reporting requirements
• Data protection and privacy laws (including GDPR and CCPA, if applicable)
• Anti-money laundering (AML) and know-your-customer (KYC) requirements
• Payment card industry data security standards (PCI DSS)

Further, you agree not to use the Service to collect, process, or store personal information in violation of applicable data protection and privacy laws.

5.2 Accurate Product and Pricing Information.

You are solely responsible for the accuracy of all product descriptions, pricing, availability, and transaction details presented to customers through the Service.

5.3 Customer Service, Fulfillment, and Customer Obligations.

You are solely responsible for all aspects of your relationship with your customers, including:

• Providing customer service and responding to inquiries
• Product fulfillment and delivery of goods or services
• Compliance with applicable refund, return, and cancellation laws
• Providing accurate disclosures, receipts, and transaction confirmations
• Resolving customer disputes

5.4 Prohibited Activities.

You agree not to:

• Use the Service for any illegal, fraudulent, or deceptive purpose
• Process payments for restricted or prohibited goods or services
• Engage in activity that violates Stripe's Restricted Businesses List
• Circumvent or manipulate the Platform Fee structure
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Use automated means (bots, scripts, etc.) to access the Service without our express written permission
• Misrepresent your identity, business, or affiliation
• Collect or store customer payment card information directly (all payment data must be processed through Stripe)

5.5 Security.

You agree to maintain reasonable security measures to protect your account credentials and to notify PickersPay immediately if you suspect unauthorized access to your account.

6.1 PickersPay Ownership.

PickersPay retains all rights, title, and interest in and to the Service, including all software, technology, trademarks, logos, and documentation (collectively, the "PickersPay IP"). You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your business purposes in accordance with this Agreement.

6.2 Your Content.

You retain ownership of all content you upload to the Service (product images, descriptions, pricing, etc.). By uploading content, you grant PickersPay a worldwide, royalty-free, non-exclusive license to use, reproduce, and display your content solely to provide the Service to you.

6.3 Feedback.

If you provide feedback, suggestions, or ideas about the Service, you grant PickersPay an unlimited, irrevocable, perpetual, royalty-free license to use such feedback without compensation or attribution.

7.1 Data Collection.

PickersPay collects transaction data, device information, location data (with your permission), and usage analytics to provide and improve the Service, detect fraud, and generate insights. Our collection and use of your data is governed by our Privacy Policy, which is incorporated by reference into this Agreement.

7.2 Transaction Data.

PickersPay collects and stores data about each transaction, including:

• Payment method used (tap-to-pay vs. QR code)
• Device type and operating system (iOS vs. Android)
• Transaction amount and timestamp
• GPS coordinates (if location permission is granted)
• Whether a QR payment followed a failed tap attempt ("recovery attribution")

7.3 Aggregated Data.

PickersPay may aggregate and anonymize transaction data to generate market insights, signal intelligence reports, and analytics. You acknowledge that PickersPay owns all rights to such aggregated and anonymized data.

7.4 Location Permission.

If you grant location permission, PickersPay will collect GPS coordinates at the time of each transaction to enable signal intelligence features, venue-level analytics, and event organizer reporting. You may revoke location permission at any time through your device settings, though certain features may be limited as a result.

7.5 California Privacy Rights.

To the extent applicable, PickersPay processes personal information as a "service provider" under the California Consumer Privacy Act (CCPA/CPRA). PickersPay does not sell or share personal information (as those terms are defined under applicable law). Vendors are responsible for providing all required privacy notices to their customers and for complying with all applicable privacy laws in connection with their use of the Service.

8.6 Third-Party Services Disclaimer.

PickersPay shall not be liable for any acts, omissions, errors, or failures of Stripe or any third-party payment processor, including but not limited to payment processing errors, settlement delays, account suspensions, or compliance actions.

8.7 Transactional Liability Disclaimer.

PickersPay shall not be liable for any claims arising out of or related to transactions between you and your customers, including product liability, misrepresentation, fulfillment failures, or consumer disputes.

9.1 Your Indemnification Obligation.

You agree to defend, indemnify, and hold harmless PickersPay LLC, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Service
• Your violation of this Agreement or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or consumer protection rights
• Any transaction you process through the Service, including customer disputes, chargebacks, fraud, or unauthorized transactions
• Any inaccuracy or misrepresentation in the information you provide to PickersPay or to customers
• Your business operations, products, or services

You further agree to indemnify PickersPay from any claims arising out of or related to:

• Your relationship with Stripe or any payment processor
• Your failure to comply with Stripe's terms or requirements
• Any regulatory or compliance violations related to your business, transactions, or use of the Service
• Any allegation that PickersPay is acting as a payment processor, money transmitter, financial institution, or merchant of record due to your conduct or use of the Service

9.2 Procedure.

PickersPay will provide you with notice of any claim subject to indemnification. You agree to cooperate fully in the defense of such claim. PickersPay reserves the right to assume exclusive control of the defense and settlement of any claim subject to indemnification, and you agree not to settle any such claim without PickersPay's prior written consent.

10.1 Termination by You.

You may terminate this Agreement at any time by closing your PickersPay account through the vendor dashboard or by providing written notice to PickersPay at info@pickerspay.com.

10.2 Termination by PickersPay.

PickersPay may suspend or terminate your access to the Service at any time, with or without cause, including but not limited to if:

• You violate this Agreement or any applicable law
• Stripe terminates or suspends your Stripe account
• Your account is flagged for fraudulent, suspicious, or high-risk activity
• You engage in activity that harms or reflects negatively on PickersPay, Stripe, or any third party
• We are required to do so by law or court order

10.3 Effect of Termination.

Upon termination:

• Your license to use the Service immediately terminates
• You will remain liable for all Platform Fees accrued prior to termination
• Sections 3 (Fees), 6 (Intellectual Property), 7 (Data), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Dispute Resolution) survive termination

10.4 No Refunds Upon Termination.

If your account is terminated for any reason, you are not entitled to a refund of any Platform Fees already paid.

11.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

11.2 Binding Arbitration.

Any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Service (collectively, "Disputes") shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Riverside County, California, or remotely via videoconference. Judgment on the arbitration award may be entered in any court having jurisdiction.

11.3 CLASS ACTION WAIVER.

YOU AND PICKERSPAY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND PICKERSPAY EXPRESSLY WAIVE ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

11.4 Small Claims Exception.

Either party may bring an individual action in small claims court instead of arbitration if the claim qualifies for small claims court jurisdiction.

11.5 Injunctive Relief.

Notwithstanding the arbitration requirement, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

12.1 Entire Agreement.

This Agreement, together with our Privacy Policy and any other policies incorporated by reference, constitutes the entire agreement between you and PickersPay regarding the Service and supersedes all prior agreements, understandings, and communications.

12.2 Amendments.

PickersPay reserves the right to modify this Agreement at any time. We will provide notice of material changes by posting the updated Agreement on our website and updating the "Last Updated" date. Your continued use of the Service after changes are posted constitutes acceptance of the modified Agreement.

12.3 Severability.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

12.4 Waiver.

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

12.5 Assignment.

You may not assign or transfer this Agreement or any of your rights or obligations under this Agreement without PickersPay's prior written consent. PickersPay may assign this Agreement at any time without notice.

12.6 Force Majeure.

PickersPay shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

12.7 Notices.

All notices required under this Agreement shall be sent to:

• For PickersPay: info@pickerspay.com
• For You: The email address associated with your PickersPay account

12.8 Relationship of the Parties.

You and PickersPay are independent contractors. This Agreement does not create any partnership, joint venture, employment, agency, or franchise relationship.

12.9 Third-Party Beneficiaries.

Stripe and its affiliates are express third-party beneficiaries of this Agreement and may enforce its terms directly against you.