Merchant Agreement

This agreement is between you (the business creating a merchant account) and Mocan Group Inc., operating as Pay2Bridge ("Pay2Bridge", "we"). By creating a merchant account, clicking "agree", or processing a transaction through the platform, you accept this agreement on behalf of your business and confirm you have authority to do so.

1. What Pay2Bridge is — and isn't

Pay2Bridge provides checkout software and payment routing that connect your website to third-party payment providers, card acquirers, banks, and blockchain networks (the "rails"). We are not a bank, money transmitter, or custodian, and we never hold your money. Customer payments settle directly to the payout wallet or account you control. Because we never take custody, we cannot freeze, hold, or reverse your funds — and equally, we cannot recover funds you receive; refunds to your customers are yours to make.

2. Signing up and staying eligible

• You must provide accurate, complete business information and keep it current. We may decline, limit, or re-verify any account at any time, and may request updated information (identity, licensing, product, or website details) as a condition of continued processing.
• Rails have their own rules. Where a card acquirer, bank, or provider requires underwriting, their approval is a condition of using that rail, and their terms apply to it alongside this agreement.
• You may not use Pay2Bridge on behalf of an undisclosed third party, resell access without our written consent, or use the platform if you appear on any sanctions list.

3. Pricing — our 1%, plus the rail's own cost

• Pay2Bridge's platform fee is a flat 1% of each processed transaction — no setup fee, no monthly fee, no reserve, no termination fee. The 1% is the only money Pay2Bridge makes from your processing.
• Each rail charges its own processing cost on top, which is passed through to you as quoted — never blended into our fee. As a guide: crypto settlement typically adds under 1%; card processing adds the acquirer's rate for your business category (commonly ~2.5–4.5%, higher for some high-risk verticals). Your exact rail pricing is disclosed in writing when your account or a new rail is approved, before you process a single transaction, and continuing to process after a disclosed change means you accept it.
• The 1% accrues as transactions complete and is billed to the payment card you keep on file — never deducted from your customers' payments. Rail costs are charged the way that rail charges them (typically netted by the acquirer or network itself).
• Accrued fees are a debt owed to us and survive cancellation. We may set off unpaid fees against any amounts we owe you.
• On card transactions the acquiring bank's processing cost is typically netted from your settlement by the bank itself; our 1% is billed separately to your card on file.
• We may change fees or introduce rail-specific pricing with 30 days' notice; continuing to process after notice means you accept the change.

4. Card on file and unpaid fees

An active billing card is required to process. If a charge fails we retry and email you. If fees stay unpaid past a short grace period, we may pause your processing until the balance is settled — it resumes as soon as you're square. We don't play gotcha: pausing is a last resort, not a business model.

5. Card acceptance

• Approval first. Taking cards requires underwriting approval for your specific business and products. Until you're approved, your dashboard shows cards as pending and the option stays off at checkout. Approval is not guaranteed, and it can be withdrawn by the card networks, the acquiring bank, or us if your risk profile changes.
• Chargebacks are yours. When a cardholder disputes a payment, the amount plus any dispute fee is charged back to you. You are responsible for responding with evidence; we will pass along everything we hold and help you build the response, but the liability is yours.
• Excessive disputes will stop card processing. The card networks impose thresholds (broadly, disputes above roughly 1% of your transactions). Exceeding them can trigger monitoring programs, fines, or termination of card acceptance — by the networks or the acquiring bank, not just by us.
• Refunds. Refund a card payment from your dashboard or by asking us. Refunds return to the original card. Our 1% platform fee on the original transaction is not refunded, and rail costs follow that rail's own refund rules.
• Statement descriptor. Your customers will see a descriptor identifying the processing service on their card statement. We'll tell you exactly what it reads before you go live — tell your customers you accept payments "powered by Pay2Bridge" so they recognise the charge, which is the single best way to avoid needless disputes.
• Card data. Card details are captured on the Pay2Bridge checkout, encrypted in transit, and passed straight to the payment network. Neither you nor Pay2Bridge stores full card numbers. Keep the checkout code we provide unmodified — altering it can break that protection and shift PCI liability onto you.
• Settlement. Card funds settle on the acquiring bank's schedule (typically a small number of business days), not instantly like crypto. Your approved rate, settlement timing, and any reserve requirement are disclosed to you in writing before your first card transaction.

6. Your responsibilities

• Legality is yours. Sell only what is legal to sell where you sell it, with whatever licences, labeling, disclaimers, and age restrictions your products require. You — not Pay2Bridge — are solely responsible for your regulatory, tax, and consumer-protection compliance in every market you serve.
• Prohibited: anything illegal where sold; weapons, explosives, or their precursors; CSAM or any sexual content involving minors; stolen goods or data; counterfeits; malware; Ponzi or pyramid schemes; sanctioned parties or regions; and any use that is deceptive or defrauds customers. We may update this list as rails and law require.
• Your customers are yours. You handle product quality, delivery, support, refunds, and disputes. On card rails, chargebacks and their costs belong to you under the acquirer's terms.
• Your key is your signature. Keep API keys secret; transactions created with your key are yours. Tell us immediately if a key is compromised.
• The badge stays. Your checkout must display the "Secured by Pay2Bridge" badge as delivered. It tells customers who runs the payment layer — and it's part of the deal.

7. Our responsibilities

• Keep the checkout and APIs running and secure, and route transactions to the rails you've enabled.
• Bill transparently — every charge itemises the volume it covers.
• Give you notice before material changes to fees or this agreement (via email or your dashboard).
• White-label properly: your customers see your brand on your checkout, plus our badge.
• Handle the payment-network relationships so you don't have to — submitting your application, relaying decisions, and giving you dispute evidence and settlement reporting in your dashboard.

8. Pausing and ending service

• You: cancel anytime, effective immediately, no fee. Accrued fees remain payable.
• Us: we may suspend or terminate immediately and without prior notice where we reasonably believe there is illegal activity, fraud, a prohibited product, a sanctions issue, a serious chargeback or risk problem, a rail or regulator requires it, or your use puts the platform or other merchants at risk. For anything less serious (including unpaid fees), we pause rather than terminate, and we tell you why and how to fix it.
• On termination we stop routing new transactions; settled funds are unaffected (they're already yours — we never held them).

9. Intellectual property & data

• The platform, checkout, APIs, and badge are ours; you get a licence to use them while this agreement is active, and you grant us the limited right to use your name, logo, and site to provide the service. We won't put you in marketing materials without your OK.
• We process your customers' transaction data to provide the service, prevent fraud, and meet legal obligations. Between us, you are responsible to your customers for your own privacy compliance; our privacy policy covers ours.

10. The legal bits

• As-is. The service is provided as-is and as-available. We do not warrant uninterrupted service, and we are not liable for the acts, omissions, outages, or decisions of third-party rails, card networks, banks, or blockchains.
• Liability cap. Our total liability for any claim is capped at the fees you paid us in the 3 months before the claim. Neither of us is liable to the other for indirect or consequential damages, lost profits, or lost data.
• Indemnity. You will defend and hold us harmless from claims, fines, and costs arising from your products, your website, your customer disputes, your breach of this agreement, or your violation of law.
• Disputes. This agreement is governed by the laws of Ontario, Canada. Disputes go to binding arbitration in Ottawa, Ontario (or small-claims court where eligible), one arbitrator, each side bearing its own costs unless the arbitrator says otherwise. Both sides waive class actions. Either side may seek injunctive relief in court for IP or confidentiality breaches.
• Housekeeping. We may assign this agreement as part of a financing, merger, or sale; you need our consent to assign. If a clause is unenforceable, the rest stands. Sections 3 (accrued fees), 5 (chargeback liability), 9, and 10 survive termination. This page plus your signup form are the entire agreement.

Questions? moe@pay2bridge.com · Pay2Bridge (Mocan Group Inc.), Ottawa, Ontario, Canada