Terms of Service

Effective Date: February 28, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Merchant," "you," or "your") and Bemo Labs Ltd., a business company incorporated in the British Virgin Islands with company number 2125224 ("Company," "PayZap," "we," "us," or "our"), governing your access to and use of the PayZap platform, including our website at payzap.cc, application programming interfaces (APIs), software development kits (SDKs), embeddable payment widgets, merchant dashboard, and all related services (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. Nature of the Service

1.1 Software-as-a-Service Platform

PayZap is a software-as-a-service (SaaS) platform that provides Merchants with tools to accept cryptocurrency payments, specifically stablecoin payments, from their customers ("Buyers"). PayZap provides software infrastructure only, including payment widgets, hosted payment pages, transaction monitoring, webhook notifications, and a merchant dashboard.

1.2 Non-Custodial Architecture

PayZap operates on a strictly non-custodial basis. At no point does PayZap take possession, custody, or control of any cryptocurrency, digital assets, tokens, stablecoins, or funds belonging to Merchants or Buyers. All payments flow directly from the Buyer's cryptocurrency wallet to the Merchant's designated cryptocurrency wallet address via public blockchain networks. PayZap does not hold, store, transmit, or have access to private keys, seed phrases, or wallet credentials of any user.

1.3 Not a Financial Institution

PayZap is not a bank, money transmitter, money services business, payment processor, financial intermediary, broker, dealer, exchange, custodian, or any other type of regulated financial institution. PayZap does not convert, exchange, buy, sell, or otherwise deal in cryptocurrency or fiat currency. The Service is a technology tool that facilitates peer-to-peer cryptocurrency transactions between Merchants and Buyers without intermediation.

1.4 No Fiat Currency Involvement

PayZap does not process, handle, or facilitate any transactions involving fiat currency (e.g., USD, EUR, GBP). All transactions facilitated through the Service are cryptocurrency-to-cryptocurrency transfers on supported blockchain networks.

2. Eligibility

2.1 Legal Capacity

You must be at least 18 years old (or the age of legal majority in your jurisdiction) and have the legal capacity to enter into binding contracts to use the Service.

2.2 Compliance with Laws

You represent and warrant that your use of the Service complies with all applicable laws, regulations, and rules in your jurisdiction, including but not limited to laws governing cryptocurrency transactions, e-commerce, consumer protection, taxation, and sanctions compliance.

2.3 Prohibited Jurisdictions

You may not use the Service if you are located in, or a resident of, any jurisdiction where the use of cryptocurrency payment services is prohibited by law, or if you are subject to economic sanctions imposed by the United States (OFAC), European Union, United Nations, or any other applicable sanctions authority.

2.4 Prohibited Activities

You shall not use the Service to facilitate transactions involving: (a) illegal goods or services; (b) money laundering, terrorist financing, or any financial crime; (c) sanctions evasion; (d) fraud or deceptive practices; (e) goods or services that violate applicable law in the Merchant's or Buyer's jurisdiction; or (f) any activity that could cause reputational harm to PayZap. PayZap reserves the right to suspend or terminate access to the Service for any Merchant that PayZap reasonably believes is engaged in prohibited activities.

3. Merchant Accounts and Wallets

3.1 Account Creation

Merchant accounts are created by connecting a cryptocurrency wallet through the WalletConnect protocol or by manually providing wallet addresses. Wallet signature authentication serves as the primary means of account verification.

3.2 Wallet Responsibility

You are solely responsible for maintaining the security, integrity, and access to all cryptocurrency wallets associated with your PayZap account. PayZap has no ability to recover, restore, or access your wallets or the funds contained therein. Loss of access to your wallet(s) may result in permanent loss of funds sent to those addresses.

3.3 Wallet Address Accuracy

You are solely responsible for ensuring that all wallet addresses provided to PayZap are accurate and correspond to wallets you own and control. PayZap shall not be liable for any funds sent to incorrect, outdated, or compromised wallet addresses provided by you.

3.4 Wallet Changes

You may change your receiving wallet addresses through the dashboard at any time. PayZap shall not be responsible for any payments directed to a previously configured wallet address before such change takes effect.

4. Payments and Transactions

4.1 Direct Transfers

All payments processed through the Service are direct blockchain transfers from the Buyer's wallet to the Merchant's wallet. PayZap monitors these transactions for the sole purpose of confirming payment status and triggering webhook notifications. PayZap does not intermediate, route, hold in escrow, or otherwise touch any funds at any point during the transaction.

4.2 Blockchain Finality

All cryptocurrency transactions executed through the Service are subject to the finality rules of the underlying blockchain network. Once a transaction is confirmed on the blockchain, it is irreversible. PayZap has no ability to reverse, cancel, modify, or dispute any blockchain transaction.

4.3 Transaction Fees

Buyers are responsible for paying all blockchain network fees (gas fees, energy fees, bandwidth fees, or equivalent) associated with their transactions. PayZap does not charge per-transaction fees. PayZap's fees are limited to subscription fees for use of the Service as described in Section 5.

4.4 No Guarantees of Delivery

PayZap monitors blockchain transactions and reports their status to the Merchant via webhooks and the dashboard. However, PayZap does not guarantee the successful delivery, confirmation, or finality of any blockchain transaction. Network congestion, blockchain forks, smart contract failures, wallet incompatibilities, and other factors beyond PayZap's control may affect transaction outcomes.

4.5 Supported Networks and Assets

PayZap supports specific blockchain networks and stablecoin assets as listed on the Service. The availability of supported networks and assets may change at any time without prior notice. PayZap is not responsible for any loss arising from the use of unsupported networks or assets.

5. Subscription and Fees

5.1 Subscription Plans

Access to the Service is provided through subscription plans as described on the PayZap website. Subscription fees, plan features, and pricing may be modified at any time with thirty (30) days' prior notice to active subscribers.

5.2 Payment of Subscription Fees

Subscription fees are payable in cryptocurrency as specified on the Service. Failure to pay subscription fees may result in suspension or downgrade of your account and associated features.

5.3 No Refunds

All subscription fees are non-refundable, except where required by applicable law. Cancellation of a subscription will take effect at the end of the current billing period.

5.4 Free Tier

PayZap may offer a free tier with limited features. PayZap reserves the right to modify, limit, or discontinue the free tier at any time without notice.

6. Refunds, Disputes, and Chargebacks

6.1 No Refund Capability

Due to the irreversible nature of blockchain transactions, PayZap has no technical capability to process refunds, reverse payments, or mediate financial disputes between Merchants and Buyers. PayZap is not a party to any transaction between a Merchant and a Buyer.

6.2 Merchant Responsibility

Merchants are solely responsible for establishing and communicating their own refund, return, and dispute resolution policies to their Buyers. If a Merchant agrees to issue a refund to a Buyer, the Merchant must execute such refund directly from their own wallet, independent of the PayZap platform.

6.3 No Chargebacks

Cryptocurrency transactions do not support chargebacks. PayZap shall not be liable for any disputes, claims, or demands arising from transactions between Merchants and Buyers, including but not limited to disputes over product quality, delivery, pricing, or fitness for purpose.

6.4 Buyer Disputes

PayZap is not responsible for resolving any dispute between a Buyer and a Merchant. Any claims or complaints from Buyers shall be directed to the Merchant. PayZap expressly disclaims any obligation to mediate, arbitrate, or otherwise resolve such disputes.

7. Merchant Obligations

7.1 Legal Compliance

Merchants are solely responsible for ensuring that all goods and services sold through the Service comply with all applicable laws and regulations in the jurisdictions where they operate and where their Buyers are located.

7.2 Tax Obligations

Merchants are solely responsible for determining, collecting, reporting, and remitting all applicable taxes arising from transactions facilitated through the Service. PayZap does not provide tax advice and does not collect or remit taxes on behalf of Merchants.

7.3 Product and Service Quality

PayZap makes no representations or warranties regarding the quality, safety, legality, or fitness for purpose of any goods or services sold by Merchants through the Service. Merchants are solely liable for all claims arising from their products or services.

7.4 Privacy and Data Protection

Merchants are responsible for complying with all applicable privacy and data protection laws in connection with any personal data they collect from Buyers through or in connection with the Service.

7.5 Accurate Information

Merchants shall ensure that all product descriptions, pricing, and other information displayed through the Service are accurate, complete, and not misleading.

8. Intellectual Property

8.1 Ownership

All intellectual property rights in the Service, including but not limited to the software, APIs, SDKs, widgets, dashboard, documentation, trademarks, and trade dress, are and shall remain the exclusive property of Bemo Labs Ltd.

8.2 License Grant

Subject to these Terms, PayZap grants you a limited, non-exclusive, non-transferable, revocable license to use the Service solely for the purpose of accepting cryptocurrency payments in connection with your legitimate business activities.

8.3 Restrictions

You shall not: (a) copy, modify, reverse engineer, decompile, or disassemble any part of the Service; (b) sublicense, sell, or distribute the Service to third parties; (c) remove or alter any proprietary notices; or (d) use the Service to build a competing product.

9. Data and Privacy

9.1 Data Collection

PayZap's collection and use of data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and use of information as described in the Privacy Policy.

9.2 Blockchain Data

You acknowledge that blockchain transactions are inherently public and transparent. Transaction data, including wallet addresses and transaction amounts, is permanently recorded on public blockchain ledgers and is accessible by anyone. PayZap has no ability to delete, modify, or restrict access to on-chain data.

10. Disclaimers

10.1 "As-Is" Service. The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise. PayZap expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

10.2 No Warranty of Availability. PayZap does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. PayZap shall not be liable for any downtime, outages, or service interruptions.

10.3 Blockchain Risks. PayZap does not warrant the performance, security, or reliability of any blockchain network, smart contract, wallet provider, or third-party service. The use of cryptocurrency and blockchain technology involves inherent risks, including but not limited to: transaction failures, network congestion, smart contract vulnerabilities, regulatory changes, wallet compromises, and loss of funds.

10.4 Price Volatility. PayZap is not responsible for any losses arising from cryptocurrency price fluctuations, including stablecoin de-pegging events.

11. Limitation of Liability

11.1 Exclusion of Damages. To the maximum extent permitted by applicable law, in no event shall PayZap, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, use, or other intangible losses, arising out of or in connection with the Service, regardless of the theory of liability and even if PayZap has been advised of the possibility of such damages.

11.2 Liability Cap. To the maximum extent permitted by applicable law, PayZap's total aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the total amount of subscription fees paid by you to PayZap during the twelve (12) months preceding the event giving rise to the claim.

11.3 No Liability for Transactions. PayZap shall have no liability whatsoever for any cryptocurrency transaction between a Merchant and a Buyer, including but not limited to failed transactions, misdirected funds, overpayments, underpayments, delayed transactions, or lost funds.

12. Indemnification

You agree to indemnify, defend, and hold harmless Bemo Labs Ltd., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any dispute between you and a Buyer; (e) any products or services you sell through or in connection with the Service; (f) any claim that your use of the Service infringes or violates the rights of any third party; or (g) any tax liability arising from your transactions.

13. Suspension and Termination

13.1 By PayZap

PayZap may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Without limiting the foregoing, PayZap may suspend or terminate your access if: (a) you violate these Terms; (b) PayZap reasonably suspects prohibited activity; (c) required by law, regulation, or governmental order; or (d) PayZap discontinues the Service.

13.2 By Merchant

You may terminate your account at any time by discontinuing use of the Service. Termination does not entitle you to a refund of any prepaid subscription fees.

13.3 Effect of Termination

Upon termination: (a) your license to use the Service terminates immediately; (b) you must cease all use of PayZap SDKs, widgets, and APIs; (c) PayZap may delete your account data after a reasonable retention period; and (d) any funds already sent to your wallet addresses remain yours and are unaffected by termination.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of laws principles.

14.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the London Court of International Arbitration (LCIA) under its Arbitration Rules. The seat of arbitration shall be London, England. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

15. General Provisions

15.1 Amendments

PayZap reserves the right to modify these Terms at any time. Material changes will be communicated through the Service or via email with at least thirty (30) days' prior notice. Your continued use of the Service after such notice constitutes acceptance of the modified Terms.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and PayZap regarding the Service and supersede all prior agreements and understandings.

15.4 Assignment

You may not assign or transfer these Terms without PayZap's prior written consent. PayZap may assign these Terms without restriction.

15.5 No Waiver

The failure of PayZap to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.

15.6 Force Majeure

PayZap shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to blockchain network failures, natural disasters, government actions, cyberattacks, or disruptions to internet infrastructure.

16. Contact Information

Bemo Labs Ltd.
Company No. 2125224
c/o Hermes Corporate Service (BVI) Ltd.
6th Floor, Waters Edge, Building 1
Wickham's Cay 2, Road Town, Tortola
British Virgin Islands
Website: payzap.cc
Email: legal@payzap.cc