Merchant Terms of Use

Terms effective as of February 26, 2026

1. Introduction

These Merchant Terms of Service ("Terms") govern the use of Bead, Inc.'s ("Bead," "we," "us," or "our") payment services and technologies by registered merchants ("Merchant," "you," or "your"). By signing up for, accessing, or using our services, you agree to be bound by these Terms and represent that you have the legal authority to do so on behalf of your business.

1.1 Scope of Agreement

These Terms constitute a legally binding agreement between you and Bead governing your use of our payment services, technologies, and related tools. Bead’s banking partner, Lead Bank, to facilitate settlement and fund movement on your behalf. All financial transactions, including clearing and settlement of funds, are conducted through Lead Bank in accordance with applicable laws and banking regulations.

This agreement applies to all aspects of your relationship with us, including:

• Account Registration & Management: The process of opening, maintaining, and closing your account, including identity verification and compliance requirements.

• Payment Processing Services: The facilitation of cryptocurrency (or “crypto”) and digital wallet (or “wallet”) payments on your behalf, including payment acceptance, exception handling, and refund processing.

• Merchant Portal & API Access: Use of our secure portal and application programming interface (API) to access transaction data, generate reports, and manage accepted payment methods.

• Compliance & Risk Requirements: Your obligations related to Know Your Business (KYB), Know Your Customer (KYC), Anti-Money Laundering (AML), sanctions screening, and related regulatory obligations.

• Service Updates & Modifications: Our right to modify, suspend, or discontinue services, including changes to supported payment methods, partner integrations, and compliance policies.

• Data Use & Privacy: The collection, processing, and protection of personal data in accordance with our Privacy Policy.

• Legal Rights & Responsibilities: The obligations of both parties regarding liability, indemnification, and dispute resolution, as outlined in subsequent sections.

1.2 Acceptance of Terms

By using Bead’s services, you acknowledge that:

1. You have read, understood, and accepted these Terms.

2. You have the authority to bind your business to these Terms.

3. Your business operations and use of our services comply with all applicable laws and regulations.

1.3 Modification of Terms

We may modify or update these Terms at any time to comply with legal, regulatory, or operational requirements, including those applicable to new jurisdictions where services become available. Changes will be communicated through:

• Email notification to registered Merchants.

• Updates posted to legal.bead.xyz.

You are responsible for reviewing updates. Continued use of our services after the effective date of an update constitutes acceptance of the revised Terms. If you do not agree to the modifications, you must cease using the services and request account termination.

1.4 Contacting Bead

Bead, Inc. is a Delaware corporation with its principal place of business at:

Bead, Inc. 8 The Green, Suite #11345 Dover, DE 19901, USA

For general inquiries, support, or legal notices, you may contact us at:

• Email: [email protected]

• Website: https://legal.bead.xyz

• Mail: Send legal notices via certified mail or another trackable delivery method.

1.5 Jurisdictional Scope

Our services are available exclusively to businesses operating in the United States. These Terms do not constitute an offer in jurisdictions where we do not operate. We reserve the right to modify or expand geographic service coverage.

Certain services may be restricted or unavailable in specific U.S. states due to legal or regulatory considerations. You are responsible for ensuring compliance with applicable state laws.

1.6 Sponsor Bank Relationship

Bead partners with Lead Bank, an FDIC-insured financial institution, to facilitate the clearing and settlement of payments processed through our platform. Lead Bank acts as the acquiring financial institution responsible for settlement and compliance with banking regulations. By using our services, you acknowledge and agree that:

• Lead Bank is a third-party beneficiary of this agreement and may enforce the Terms as applicable to payment processing and settlement.

• Bead facilitates payment transactions on your behalf, but all settlement of funds occurs through Lead Bank and its banking partners.

• Lead Bank reserves the right to modify, suspend, or restrict services in accordance with its regulatory obligations and risk management policies.

• We may share your transaction data and business information with Lead Bank as necessary to comply with legal, regulatory, and operational requirements.

• Changes to Bead’s banking partnerships, including a transition to a different sponsor bank, may occur at our discretion, with prior notice where applicable.

1.7 Electronic Signatures & Communications

By signing your merchant application, you consent to receive and sign documents electronically, and this consent remains in effect unless withdrawn. This includes, but is not limited to:

• Applicable Documents: Account agreements, disclosures, Terms of Service, privacy policies, payment authorization forms, and regulatory notices.

• Legal Effect: Electronic signatures have the same legal effect as handwritten signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).

• Maintaining Contact Information: You must ensure your email and other contact details remain accurate. Updates may be made by contacting [email protected].

• Withdrawing Consent: You may withdraw your consent to receive electronic communications by contacting [email protected]. Withdrawal may result in account restrictions or termination, in accordance with Section 9. Agreements signed electronically before withdrawal remain legally binding.

• Requesting Paper Copies: You have the right to request paper copies of electronic records by contacting [email protected]. A processing fee may apply.

• System Requirements: To access electronic records, you must have an internet-enabled device, a modern web browser with encryption support, and the ability to open and save PDF files. If you cannot meet these requirements, contact [email protected] for alternative options.

2. Our Services

We provide payment processing services that enable you to accept payments securely, efficiently, and in compliance with legal and regulatory requirements. Our services include support for both cryptocurrency and digital wallet payments. We act solely as a payment facilitator and never directly hold, store, or custody cryptocurrency or digital wallet funds on your behalf. All funds are processed and settled through our partner network.

2.1 Description of Services

Our payment processing services enable you to accept payments from customers ("Payors") for goods, services, and donations. As your authorized agent, we manage and instruct payment routing, processing, and settlement through our partner network. Using our secure interface, we instruct Payors to submit cryptocurrency or initiate digital wallet payments to designated payment destinations, which may be deposit addresses, payment URLs, or similar identifiers depending on the payment method.

Upon successful confirmation, we either initiate the conversion of cryptocurrency to fiat currency or facilitate the approval and settlement of digital wallet payments. Cryptocurrency payments are confirmed on the applicable blockchain network before conversion and settlement. Digital wallet payments are approved or declined by the wallet provider, with settlement occurring through our partner network. Refunds are processed according to our refund policy and the specific rules set by the applicable payment method.

By using our services, you authorize us to take all necessary actions to provide these services and ensure compliance with applicable laws and regulations, including fraud prevention, risk management, and transaction monitoring. When a Payor submits a payment through our platform, they are making a payment to you, with us facilitating the transaction. The Payor’s financial obligation is considered fulfilled once the payment is confirmed—either on the blockchain for cryptocurrency transactions or as completed by our partner network for digital wallet payments.

Key services include:

• Hosted Payment Pages: Our secure, web-based interface where Payors select a payment method, scan or copy a QR code, and receive real-time payment notifications. Hosted payment pages can optionally redirect Payors to a provided URL upon payment success or failure.

• Payment Processing & Conversion: We facilitate cryptocurrency payments by instructing our crypto orchestration partner to swap proceeds of successful transactions for stablecoin or fiat currency, protecting you against market volatility. For digital wallet payments, we coordinate payment authorization and transaction processing with our wallet orchestration partner.

• Automated Exception Handling: We identify and manage payment exceptions, including cryptocurrency overpayments, underpayments, voided, expired, and invalid transactions. For digital wallet payments, exceptions follow individual wallet provider rules for declined transactions or incomplete payment attempts.

• Refund Processing: We refund unconverted cryptocurrency to Payors for unsuccessful, expired, or invalid payments through our dedicated service, enabling Payors to validate and claim refunds in accordance with our refund policy. For digital wallet payments, we facilitate refunds exclusively in cases of payment exceptions, subject to individual wallet provider policies.

• Settlement & Batch Processing: We process payments in daily batches and initiate settlement of converted cryptocurrency and digital wallet payments to your designated bank account. Cryptocurrency and digital wallet transactions are settled separately to ensure each payment type is settled as efficiently as possible.

• Merchant Portal & Account Management: Our secure portal allows you to manage transactions, monitor settlements, configure payment methods, update account settings, and generate reports.

• API Suite: We offer an API that enables automated payment acceptance (in conjunction with Hosted Payment Pages), transaction tracking, payment method management, Payor receipt issuance, webhook structure, and other features. This API can be accessed directly or through Bead Authorized Reseller integrations.

2.2 Service Limitations

Our services are subject to the following limitations to ensure compliance, security, and operational efficiency:

• No Custodial Services: We do not hold, store, or custody funds of any kind. Cryptocurrency payments are converted and settled to your designated bank account through our partner network. Digital wallet payments are processed through wallet providers, transferred to our partner network, and then settled to your bank account.

• Not a Currency or Cryptocurrency Exchange: We do not support speculative trading, hedging, or currency arbitrage. Our services are strictly limited to payment processing.

• Transaction Restrictions: We may modify, limit, or suspend support for specific cryptocurrencies, digital wallets, blockchain networks, or payment methods based on regulatory, risk, or operational considerations.

• Third-Party Dependencies: Our payment processing services rely on external blockchain networks, liquidity partners, digital wallet providers, orchestration platforms, and banks. We cannot guarantee transaction timelines, and delays beyond our control may occur.

• Merchant-Initiated Refunds: You may initiate refunds for digital wallet transactions, but only from proceeds of digital wallet payments that have not yet been settled. Refund requests exceeding available funds will be declined. We do not process merchant-initiated refunds or returns for successfully completed cryptocurrency payments. You must maintain your own refund policies for customer-initiated returns that are unrelated to payment exceptions.

• Know Your Customer (KYC) Requirements (Crypto Payments Only): We may require Payors to complete identity verification (KYC) when payments meet regulatory thresholds, risk-based criteria, or involve jurisdictions requiring additional compliance measures. The KYC process is conducted through our interface; you are not required to collect or submit this data on our behalf. Transactions subject to KYC that are not successfully verified may be delayed, blocked, or rejected.

• Chargebacks & Disputes (Digital Wallet Payments Only): Digital wallet payments may be subject to chargebacks, disputes, or reversals initiated by the Payor or wallet provider. Merchants are fully responsible for any chargebacks, disputes, or payment reversals, and Bead does not reimburse or offset chargeback amounts. Wallet providers manage the dispute resolution process, and merchants must respond to disputes directly within the wallet provider’s designated timeframe. Bead does not arbitrate or intervene in chargeback disputes, and merchants must review and accept the terms of individual wallet providers before enabling digital wallet payments. Merchants may be required to maintain a reserve or take other risk mitigation measures as determined by the wallet provider.

Failure to adhere to these limitations may result in the suspension or termination of your access to our services.

2.3 Refund Policy

We process refunds to Payors on your behalf for cryptocurrency payments that are unsuccessful, expired, or otherwise invalid. For clarity, we do not process refunds for successful cryptocurrency payments. Refunds for unsuccessful crypto payments are issued in the original payment currency and are subject to processing fees, network costs, or other applicable limitations. For digital wallet payments, you may initiate refunds at any time, provided you have sufficient funds available from prior settled or unsettled digital wallet transactions. Refunds are subject to the wallet provider’s policies and eligibility requirements.

• General Refund Eligibility:

  • Crypto Refunds: Refunds apply only to unconverted cryptocurrency from unsuccessful payments or overpaid amounts. Where possible, refunds are issued in the same cryptocurrency and on the same network used for the original transaction.

  • Digital Wallet Refunds: Refunds apply to eligible payment exceptions as determined by both our orchestration process and the wallet provider’s policies. You are responsible for determining refund eligibility based on your own refund policy and ensuring compliance with applicable laws, regulations, and payment provider requirements.

• Refund Processing & Fees:

  • Crypto Refunds: Refunds are subject to blockchain network fees, which are deducted from the refund amount. If the refundable amount is less than the network fee, the refund cannot be processed, and the Payor will be notified.

  • Digital Wallet Refunds: Refunds may be processed before or after settlement of an original transaction, provided you have sufficient available funds from prior digital wallet transactions. Refund requests that exceed available funds may be declined.

• Additional Cryptocurrency Refund Considerations

  • Network Fee Optimization: We may batch and/or delay processing of crypto transaction refunds to minimize network fees and return the maximum possible amount to the Payor.

  • Compliance-Driven Refunds: We reserve the right to convert unclaimed or unprocessed crypto refunds to stablecoin or fiat currency for compliance reasons. In such cases, Payors are entitled to receive an equivalent amount in cryptocurrency based on the fiat value at the time the refund is claimed.

  • Unrefundable Amounts: Refunds that cannot be processed due to regulatory or operational restrictions may be retained or otherwise managed per legal and compliance requirements. Merchants have no rights or claims to Payor funds that become unrefundable.

• Payor Notification & Responsibility:

  • Crypto Payments: Payors receive clear refund eligibility information during the payment process and in their payment receipt. Refund conditions are available via the Hosted Payment Page interface, and it is the Payor’s responsibility to review these terms before making a payment.

  • Digital Wallet Payments: Refund requests for digital wallet payments must be directed to you. Payors must contact you directly for any refund inquiries.

3. Merchant Eligibility & Compliance

To use our services, you must meet our eligibility and compliance standards. You may apply directly to Bead or through authorized Reseller and Integration Partners. Regardless of the application method, you are subject to Bead’s qualification criteria, ongoing compliance requirements, and Prohibited Uses and Businesses policies. You are solely responsible for maintaining compliance with these Terms, even when applying through a reseller.

3.1 Merchant Qualification Criteria

To be eligible for our services, you must:

1. Be a legally registered business entity operating in an approved jurisdiction and compliant with all applicable local, state, federal, and international laws governing cryptocurrency and digital wallet payment processing.

2. Successfully complete our Know Your Business (KYB) verification process, including business registration validation, ownership disclosures, and submission of supporting documentation as required for cryptocurrency and/or digital wallet payment services. If you apply through an authorized reseller, you must provide all required information through the reseller’s platform or application process; however, we reserve the right to request additional information directly from you.

3. Maintain accurate, complete, and up-to-date business information in our systems, including your legal business name, business structure, principal place of business, and designated settlement bank account. You, your authorized reseller, or an integrator submitting this information on your behalf must ensure that all business details remain current with us at all times.

4. Maintain an active, valid banking relationship with a financial institution that meets our eligibility criteria for settlement purposes.

5. Agree to comply with our ongoing monitoring and compliance reviews, including periodic re-verification of KYB details, business activities, and adherence to regulatory obligations, using the most current information maintained in our systems. We reserve the right to request additional information directly from you at any time.

Failure to meet or maintain these eligibility requirements may result in suspension or termination of your access to our services at our sole discretion.

3.2 Prohibited Uses & Businesses

You may not use our services for any business, activity, or transaction that:

1. Violates any applicable law, regulation, legal order, or enforcement directive, including those related to financial services, cryptocurrency, anti-money laundering (AML), counter-terrorist financing (CTF), tax evasion, and consumer protection.

2. Involves fraudulent, deceptive, or misleading activity, including, but not limited to, misrepresentation of business practices, unauthorized chargebacks, or improper use of our services.

3. Falls under our Prohibited Uses and Prohibited Businesses policies, including, but not limited to, illegal activities, high-risk financial services, unlicensed money transmission, weapons sales, adult content, gambling, and other restricted industries.

4. Attempts to evade regulatory oversight, sanctions, or compliance requirements, including transactions designed to obscure the true nature of a payment or circumvent AML/KYC controls.

5. Involves transactions with individuals, businesses, or jurisdictions that are subject to international sanctions, embargoes, or trade restrictions.

We reserve the right to update the Prohibited Uses and Prohibited Businesses list at any time in response to evolving legal, compliance, and risk considerations. The most current version is maintained at [XXX].

If we determine that you are engaged in prohibited activities, we may suspend or terminate your access to our services immediately and without prior notice. You remain liable for any legal, financial, or regulatory consequences resulting from prohibited activities, regardless of whether your account was established directly with us or through an authorized reseller or integration partner.

3.3. Regulatory & Risk Considerations

3.3.1 Know Your Customer (KYC) & Transaction Monitoring

We enforce Know Your Customer (KYC) and Know Your Transaction (KYT) policies to mitigate risk, comply with regulatory obligations, and prevent fraudulent or illicit activity. Our KYC and KYT policies are subject to change based on evolving regulatory and compliance requirements.

• Customer Identity Verification (KYC): We require KYC information from Payors when crypto transactions exceed predefined risk-based or regulatory limits. KYC verification is collected directly through our interface before the transaction can proceed. You are not required to collect or submit KYC data on our behalf. Transactions subject to KYC requirements may be delayed, blocked, or rejected if verification is not completed successfully.

• Wallet Screening & KYT (Know Your Transaction) Compliance: We and our partners screen Payor wallet addresses for cryptocurrency transactions to ensure compliance with anti-money laundering (AML) and sanctions laws. Transactions involving wallets flagged for sanctions, illicit activity, or high-risk behavior may be rejected, with funds returned to the sender. We may hold funds if required by law and remit them to regulatory or law enforcement authorities as necessary. For digital wallet payments, transaction-level KYT screening is conducted by the wallet provider. While we do not directly screen digital wallet transactions, all payments remain subject to the risk and compliance policies of the underlying wallet provider.

3.3.2 Sanctions Screening & Compliance Obligations

We adhere to sanctions compliance policies as required by the U.S. Office of Foreign Assets Control (OFAC), EU sanctions, and other global regulations.

• Sanctions & Compliance Screening: We perform real-time sanctions screening on all transactions. Transactions flagged for potential involvement with sanctioned parties may be blocked, delayed, or rejected pending review.

• Merchant Responsibility: You must not knowingly process payments from or to sanctioned individuals or businesses. If you violate sanctions laws, we may immediately suspend or terminate your access to our services.

• Transaction Rejection & Reporting: Transactions involving restricted parties may be blocked without notice. We may also be required to report such transactions to regulatory authorities.

3.3.3 Restricted Jurisdictions

We do not support cryptocurrency payments to or from jurisdictions restricted due to legal, regulatory, or risk considerations.

• Jurisdictional Restrictions: Transactions originating from, destined for, or involving restricted jurisdictions are automatically blocked. We may modify our list of restricted jurisdictions at any time due to regulatory changes, compliance needs, or risk assessments.

• Merchant Responsibility: You must ensure that you do not knowingly process payments involving restricted jurisdictions. Attempting to circumvent these restrictions (e.g., through VPNs or proxy entities) is prohibited and may result in termination of your access to our services.

• List of Restricted Jurisdictions: Our most current list of restricted jurisdictions is maintained at [XXX legal.bead.xyz]. We may also refuse transactions from additional jurisdictions as necessary to meet regulatory or risk requirements.

• Enforcement & Reporting: We may suspend, block, or report transactions that violate jurisdictional restrictions. Engaging in such transactions risks immediate account suspension or termination without notice.

3.3.4 Digital Wallet Chargebacks & Disputes

Digital wallet payments may be subject to chargebacks, disputes, or refunds initiated by Payors or wallet providers.

• Chargeback Liability: Merchants accept full responsibility for any chargebacks, reversals, or disputes initiated through digital wallet providers. We do not reimburse or offset chargeback amounts.

• Dispute Process: Wallet providers manage the dispute resolution process. Merchants must respond to disputes directly within the wallet provider’s designated timeframe and in accordance with the provider’s dispute policies.

• Bead's Role: We facilitate digital wallet payments but do not arbitrate or intervene in chargeback disputes. Merchants must review and accept the terms of individual wallet providers before enabling digital wallet payments.

• Risk Mitigation: Merchants may be required to maintain a reserve or take other risk mitigation steps as determined by the wallet provider.

4. Merchant Account & Security

4.1 Merchant Account Registration & Responsibilities

To access and use our services, you must create and maintain a Merchant Account. During registration, you must provide accurate, complete, and up-to-date business and contact information. You are responsible for ensuring that all provided details remain current and reflect any changes to your business.

You acknowledge and agree that:

1. You are solely responsible for maintaining the security and confidentiality of your Merchant Account credentials.

2. Any actions taken under your account, including transactions, integrations, and configuration changes, are your sole responsibility.

3. You must immediately notify us if you suspect unauthorized access to or misuse of your account.

4. We reserve the right to suspend or terminate your account if fraudulent activity, security breaches, or non-compliance with these Terms are detected.

4.2 Access Control & Security Measures

We implement industry-standard security protocols to protect Merchant Accounts from unauthorized access and cyber threats. As part of this commitment, we may require:

• Multi-Factor Authentication (MFA): You may be required to enable MFA for additional security.

• Role-Based Access Controls: You can assign different user roles within their organization to restrict access to sensitive account functions.

• Transaction & Security Alerts: Automated notifications for high-risk activities, such as unauthorized login attempts or significant transaction changes.

While we take reasonable measures to secure its platform, you are ultimately responsible for securing your account, API keys, and authentication credentials.

4.3 Merchant Data Protection & Confidentiality

We collect and processes your data in accordance with its Privacy Policy available at https://legal.bead.xyz/privacy. By using our services, you consent to our collection, storage, and use of data as necessary to provide our payment processing services.

You agree to:

• Keep all sensitive account information confidential.

• Implement best practices for data security within your own systems when using our APIs or hosted services.

• Not share API keys or login credentials with unauthorized parties.

We may monitor your activity for compliance, fraud detection, and security purposes. If suspicious activity is detected, we reserve the right to temporarily suspend services while investigating the matter.

4.4 Unauthorized Use & Fraud Prevention

You must take proactive measures to prevent fraud and unauthorized transactions. You must:

• Ensure that only authorized personnel have access to your Bead account.

• Use our security features to monitor and limit access where necessary.

• Report any suspected fraudulent or unauthorized activity immediately.

We reserve the right to reject, block, or reverse any transaction that is flagged as suspicious, fraudulent, or in violation of regulatory requirements.

4.5 Account Suspension & Termination

We may suspend or terminate your account if:

• There is a breach of these Terms or failure to comply with regulatory requirements.

• Fraudulent, unauthorized, or high-risk activities are detected.

• We determine that continuing to provide services would present an unacceptable legal, financial, or regulatory risk.

In the event of an account suspension or termination, we will notify you and provide further instructions regarding the resolution of any outstanding transactions or settlements.

5. Merchant Responsibilities

5.1 Compliance with Laws & Bead Policies

• Regulatory Compliance: You must comply with all applicable laws, regulations, and our policies when using our services, including anti-money laundering (AML), counter-terrorism financing (CTF), and sanctions screening requirements.

• Use of Bead Services: You may not use our services for prohibited activities, as outlined in our Prohibited Uses and Prohibited Businesses policies.

• Documentation Requests: We may request additional information or documentation from you to verify compliance with regulatory requirements. Failure to provide requested information may result in service restrictions, holds, or termination.

5.2 Transaction Handling

• Accuracy of Payment Details: You are responsible for ensuring that payment details submitted to us, including payment amounts and order-related information, are accurate. While we present the final payment details to the Payor via the Hosted Payment Page interface, you are responsible for the accuracy of any pre-payment information.

• Prohibited Surcharges: You may not impose additional fees or surcharges on cryptocurrency or digital wallet payments unless explicitly permitted by applicable law.

• No Guarantee of Payment Completion

  • Crypto Payment Completion: Cryptocurrency payments are not guaranteed to be successfully completed. Payments may fail due to Payor error, network conditions, compliance reviews, or other factors beyond our control. Failed or unconfirmed cryptocurrency payments are refunded to the Payor in accordance with our refund policy, meaning you will not incur losses on such transactions. However, Payors are solely responsible for ensuring they send the correct cryptocurrency type to the designated wallet address.

  • Digital Wallet Payment Completion: Digital wallet payments may fail due to processing errors, network issues, or compliance-related holds. In such cases, the Payor is either not charged, or funds are automatically returned by the wallet provider. We do not control the timing of refunds issued by digital wallet providers and are not liable for losses resulting from failed or delayed digital wallet payments.

• Liability for Payor Errors

  • Crypto Transactions: Neither Bead nor you are liable for errors made by Payors when initiating a cryptocurrency transaction. Payors are solely responsible for verifying payment details, ensuring they select the correct cryptocurrency type and network, and sending funds to the designated deposit address. Transactions made using an unsupported cryptocurrency, sent to an incorrect address, or abandoned before completion may result in permanent loss of funds. These transactions cannot be reversed, and we do not offer transaction recovery services. Any disputes related to Payor errors must be handled directly between you and the Payor.

  • Digital Wallet Transactions: Payors must ensure they authorize the payment correctly within their wallet provider’s platform or application. Transactions completed through digital wallets are subject to the rules and processes of the wallet provider, and Payors are responsible for any errors made during authorization, such as incorrect payment amounts or duplicate payments. We are not liable for Payor errors in digital wallet transactions, nor do we have the ability to modify or reverse a completed digital wallet payment. Any disputes related to Payor errors in digital wallet transactions must be handled directly between you and the Payor.

• Restrictions on Payment Facilitation: You are prohibited from using our services to process payments on behalf of third parties, resell our services without authorization, or engage in unauthorized money transmission.

5.3 Customer Service & Payor Issues

• Handling Payor Errors: While we provide transaction details at the time of payment, Payors are responsible for ensuring accuracy. We do not facilitate fund recovery for misdirected payments. You may determine their own policies for assisting Payors who send payments to an incorrect deposit address or in an unsupported currency.

• Merchant Obligation to Assist Payors: You are responsible for providing customer service related to your products and services. We do not mediate disputes between you and Payors regarding product fulfillment, refunds outside of our refund policies, or any post-payment obligations.

• Chargebacks & Payment Disputes

  • Crypto Transactions are final once confirmed on the blockchain and cannot be reversed due to the decentralized nature of blockchain technology. Because transactions are settled directly on a distributed ledger, neither we nor any financial institution has the ability to forcibly reverse a payment. Payors have no chargeback or dispute rights for cryptocurrency transactions under any payment network or financial regulation. You must establish your own policies for handling customer claims outside of our platform.

  • Digital Wallet Transactions may be subject to chargebacks or disputes initiated by the Payor or the wallet provider. We will notify you of any chargebacks initiated by a digital wallet provider and will act as an intermediary between you and the provider. You will have the opportunity to respond and provide evidence, subject to the rules and timelines of the respective wallet provider. While we facilitate communication regarding chargebacks, final determinations are made by the wallet provider, and we are not responsible for any financial losses resulting from chargeback decisions.

• Merchant’s Right to Dispute a Chargeback:

  • You may submit evidence to contest chargebacks through the wallet provider’s dispute process.

  • Bead will notify you of any chargeback received and provide instructions for responding to the wallet provider.

  • Response timelines are determined by the wallet provider—merchants must comply with these deadlines.

  • Bead does not guarantee chargeback reversals and has no authority to challenge final wallet provider decisions.

• Chargeback Fees & Reserve Requirements:

  • Chargeback Fees: Bead and/or wallet providers may impose fees on chargebacks, and merchants are responsible for any associated costs.

  • Chargeback Reserves: Some wallet providers require merchants to maintain a reserve based on chargeback risk.

  • Bead's Role: We do not reimburse, offset, or negotiate chargeback fees on behalf of merchants.

  • Merchant Funds: You must maintain sufficient funds to cover potential chargebacks and reversals.

• Support via Resellers: If you work with a Reseller of our services, all support requests must be directed to the Reseller, not us. We do not provide direct support to Merchants under a Reseller agreement.

• Handling Payor Refund Inquiries: You must inform Payors that we do not facilitate return refunds. If you elect to issue a refund through external means (e.g., store credit, cash refund), it is solely at your discretion.

• Communication with Payors: You must accurately represent our role as a payment facilitator and avoid implying that we are responsible for product fulfillment, refunds, or customer service beyond payment processing. You should provide clear support channels for your customers and may not direct Payors to us for non-payment-related inquiries. Misrepresenting our role may result in customer confusion or disputes, and we reserve the right to request corrective action if necessary.

5.4 Compliance & Prohibited Activities

• Prohibited Business Practices: You may not use our services for any prohibited business activities outlined in our Prohibited Uses & Prohibited Businesses policies. This includes, but is not limited to, money laundering, fraud, illegal gambling, and unauthorized payment aggregation.

• Compliance with AML & KYC Requirements: We may require you to undergo periodic compliance reviews, including Know Your Business (KYB) verification, to ensure continued eligibility for payment processing. You must provide timely and accurate documentation upon request.

• Adherence to Sanctions & Regulatory Policies: You may not engage in transactions that violate economic sanctions, and we reserve the right to block or reject transactions based on compliance reviews.

• Reporting Suspicious Activity: If you suspect a transaction is fraudulent or violates our compliance policies, you must report the transaction to us immediately.

5.5 Account Accuracy

• Merchant Account Information: You must provide accurate and up-to-date account information, including business details and contact information. Any changes must be promptly updated to avoid service disruptions.

• Liability for Incorrect Settlement Details: You are responsible for providing accurate settlement details. If incorrect banking information results in a failed or misdirected settlement, we will make reasonable efforts to assist in identifying the issue. However, we are not responsible for losses due to your errors, and any necessary corrections must be resolved between you and your financial institution.

6. Clearing & Settlement

6.1 Overview

We facilitate the clearing and settlement of cryptocurrency and digital wallet payments, ensuring that funds are processed efficiently and transferred to you in your designated fiat currency. Final settlement is conducted through Lead Bank, in accordance with applicable laws and banking regulations. While we strive to orchestrate fund movement within two business days, final deposit timelines depend on our partner network, third-party banking partners, and liquidity providers.

6.2 Clearing Process

• Transaction Confirmation & Processing:

• Crypto Transactions: Once a payment is confirmed on the blockchain, we instruct our partner network to swap the received cryptocurrency for fiat currency before settlement, with a possible swap to stablecoin as an intermediate step.

• Digital Wallet Transactions: Digital wallet transactions are authorized and processed through our payment orchestration partner before settlement.

• Batch Reconciliation: Payments are grouped into daily batches and reconciled before settlement processing. We verify transaction details, blockchain confirmations (for crypto), and internal ledger accuracy before initiating settlement.

• Deductions & Internal Transfers: Fees, network costs, and any required deductions (e.g. compliance holds) are applied before settlement.

• Batch & Settlement Status Tracking: Merchants can monitor batch statuses and settlement progress through the Bead Merchant Portal.

6.3 Settlement Process

• Efficient Settlement Processing: In partnership with Lead Bank, we facilitate the transfer of funds to your designated bank account once funds become available. All settlement of funds occurs through Lead Bank, which acts as the acquiring financial institution responsible for payment clearing and compliance. Settlement timelines are subject to banking schedules, external payment networks, and Lead Bank’s processing procedures

• Batch Consolidation: Transactions are settled in batches to optimize processing efficiency. While cryptocurrency and digital wallet settlements are processed separately, multiple batches of the same payment type (e.g., multiple cryptocurrency batches or multiple digital wallet batches) may be consolidated into a single deposit. This ensures that each payment type follows its respective settlement timeline without unnecessary delays.

• Settlement Notifications: You will receive notifications when settlement is initiated and, where possible, upon completion.

• Banking Constraints: Settlement timelines may be affected by banking hours, weekends, or holidays. We provide timely updates on third-party banking delays.

• Failed Settlements & Reattempts: If a settlement fails due to incorrect banking details or external banking issues, we will notify you and attempt reprocessing based on updated instructions.

• Minimum Settlement Thresholds: We reserve the right to impose a minimum settlement amount to optimize transaction efficiency and avoid excessive fees.

6.4 Exceptions & Disputes

• Irrevocable Settlement: Once funds are deposited into your designated bank account, settlement is considered final.

• Delayed or Missing Settlements: Merchants must report missing settlements within 30 days of the expected date. Bead will investigate and coordinate with banking partners to resolve discrepancies.

• Compliance Holds & Adjustments: We, in coordination with Lead Bank, reserve the right to delay, adjust, or withhold settlement funds to comply with banking regulations, fraud prevention policies, or legal obligations. Settlements may be withheld indefinitely if required by law, including cases involving regulatory enforcement, fraud investigations, unresolved claims, or government seizure orders. Lead Bank, as the acquiring institution, may impose restrictions based on compliance reviews, risk assessments, or regulatory directives. Delays may also result from merchant violations of these Terms, fraud detection, banking partner restrictions, or third-party settlement failures. Where legally permitted, we may notify you of such delays.

• Settlement Withholding & Merchant Violations: We reserve the right to withhold settlements or delay processing if you are found in violation of these Terms, engaged in prohibited activities, or subject to an ongoing compliance review.

• Banking Information Accuracy: You must ensure that your banking details are accurate and report any issues promptly.

7. Fees & Pricing

7.1 Fee Structure

We charge fees for transaction processing, cryptocurrency conversions, digital wallet payments, and settlements. All applicable fees are listed in your fee schedule, which may be updated from time to time. Fees are determined based on payment method, settlement type, and operational considerations.

If you are working with a Bead Authorized Reseller, we will provide you with a fee schedule reflecting the pricing set by the Bead Authorized Reseller during onboarding. While we ensure transparency in this pricing, we do not control any other agreements that exist between you and the Bead Authorized Reseller.

7.2 Transaction Fees

• Transaction Fees: You agree to pay transaction fees for all payments processed through our platform. Fees vary depending on the type of transaction:

• Crypto Payments: Transaction fees apply to cryptocurrency payments, including conversion to fiat. The fee structure accounts for blockchain network costs, liquidity partner fees, and settlement processing.

• Digital Wallet Payments: Fees apply to digital wallet payments based on the wallet provider’s processing costs and settlement methods.

7.3 Chargeback Fees (Digital Wallets Only)

A chargeback fee applies to all chargebacks initiated for digital wallet transactions. The fee is set by us and listed in your fee schedule. Chargeback fees are deducted from available funds at the time of the chargeback, and if available funds are insufficient, we will recoup the chargeback fee from future transactions before settlement. Chargeback fees are non-refundable, even if you successfully dispute a chargeback.

7.4 Fee Deduction & Adjustments

Transaction fees are automatically deducted from settlement amounts before funds are transferred to the Merchant. Bead reserves the right to modify its fee structure, including due to changes in third-party costs, regulatory requirements, or processing partner adjustments. Any fee changes will be communicated in advance, allowing Merchants the opportunity to review and accept updated terms before continued use of the services.

7.5 Pass-Through Fees

Bead is not responsible for costs imposed by third-party providers, including blockchain network fees, banking transaction costs, or intermediary processing charges. Network fees associated with cryptocurrency transactions are borne by the Payor at the time of payment and are not deducted from Merchant settlements. However, Bead reserves the right to pass through any third-party fees that are not otherwise covered in the Merchant’s Fee Schedule.

7.6 Fees on Voided or Failed Transactions

Bead does not charge merchants additional fees for voided, failed, expired, or otherwise invalid crypto transactions. If a Payor initiates a payment but the transaction is not successfully completed, any applicable network fees are deducted from the refund amount before returning funds to the Payor. Bead does not absorb network fees, and the Payor is responsible for covering these costs.

Since Bead does not process post-payment refunds, fees applied to successfully completed transactions remain non-refundable. In cases where a Payor cancels a payment before blockchain confirmation, the transaction amount, less any applicable network fees, is returned to the Payor.

7.7 Tax Responsibility

You are solely responsible for determining, reporting, and remitting any applicable taxes arising from their use of our services. We do not calculate, collect, or remit taxes on your behalf.

If required by applicable law, Bead may report certain Merchant transactions to the IRS or other tax authorities, including but not limited to transactions exceeding regulatory thresholds under IRS Form 1099-K or equivalent state and federal tax reporting requirements. Merchants acknowledge that they are solely responsible for tax compliance related to transactions processed through Bead.

8. Risk & Compliance Reviews

We maintain strict compliance with applicable laws, regulations, and risk management protocols to protect the integrity of our payment network. As part of this, transactions processed through Bead may be subject to compliance reviews conducted in coordination with Lead Bank, our acquiring financial institution. You acknowledge and agree that all transactions may be subject to compliance reviews, fraud monitoring, and regulatory reporting requirements.

8.1 Ongoing Merchant & Transaction Monitoring

We perform ongoing reviews of Merchant accounts and transactions to ensure compliance with Anti-Money Laundering (AML), Know Your Customer (KYC), and Know Your Business (KYB) regulations. These reviews may include the following:

• KYB Verification & Periodic Reviews: You must complete an initial KYB review during onboarding. We reserve the right to conduct annual KYB screenings using previously provided Merchant data and may request additional information as required by compliance obligations, Lead Bank requirements, or changes in regulatory conditions. Failure to provide requested KYB information may result in transaction holds, suspension, or termination of services.

• Transaction Screening & Payor KYC Requirements: We may require KYC verification for Payors based on transaction risk, payment thresholds, or compliance triggers. If KYC is required, Payors will be informed and directed to complete verification on their own device before proceeding with payment. Additionally, we reserve the right to request that Payors provide their wallet address prior to completing a transaction for risk assessment or compliance purposes. Transactions may be delayed or rejected if KYC is not completed or if required wallet details are not provided.

• Sanctions & Illicit Activity Checks: Transactions may be screened against global sanctions lists, high-risk activity databases, and fraud detection systems. Payments associated with sanctioned individuals, prohibited businesses, or illicit financial activities may be rejected or blocked in accordance with Bead’s and Lead Bank’s compliance policies.

• Fraud Detection & Risk Controls: We employ real-time fraud monitoring tools and risk assessment protocols to identify and mitigate fraudulent activity. Transactions flagged for review may be delayed, require additional verification, or be blocked if deemed high risk. Bead and Lead Bank reserve the right to impose additional fraud screening measures based on transaction patterns and risk factors.

• Merchant & Payment Behavior Monitoring: We monitor Merchant transaction patterns, payment behavior, and chargeback ratios to assess risk. Sudden changes in transaction volume, high rates of failed payments, or other suspicious activity may result in additional compliance reviews. We may require additional due diligence for Merchants with high-risk transaction patterns.

8.2 Regulatory & Compliance Holds

We reserve the right to delay, block, or reject transactions or settlements if required by law, regulatory authorities, Lead Bank policies, or our internal compliance policies. Transactions may be subject to additional review for sanctions compliance, fraud prevention, and other regulatory obligations before final processing.

• Notification of Compliance Holds: You will be notified of any compliance-related holds affecting your transactions or settlements unless prohibited by law. We may also be required to withhold certain details of compliance holds based on Lead Bank’s regulatory obligations.

• Handling of Restricted Funds: If a transaction is flagged for review, funds may be temporarily restricted until compliance verification is complete. If a transaction is deemed non-compliant, we may return the funds to the Payor or take legally required action. In some cases, Lead Bank may require additional verification before releasing funds. We are not responsible for delays, losses, or disputes resulting from compliance holds.

• Finality of Compliance Decisions: Compliance reviews and holds are conducted per applicable laws and regulatory requirements. Our decision to delay, reject, or return funds for compliance reasons is final and not subject to appeal.

8.3 Law Enforcement & Government Requests

We may be required to respond to valid law enforcement or government requests, including subpoenas, court orders, or regulatory inquiries. Lead Bank may also be subject to regulatory reporting obligations and may provide transaction-related information to relevant authorities.

• Compliance with Legal Requests: We will comply with any legally binding request from law enforcement or regulatory authorities regarding your account, transactions, or business activities. If required by law, Lead Bank may also provide transaction details to regulators or enforcement agencies.

• Notification to Merchants: Where legally permitted, we will notify you if a law enforcement or government request affects their account or transactions.

• Merchant Cooperation: You agree to comply with any lawful requests related to their account, transactions, or business operations. Failure to cooperate may result in account suspension or termination.

9. Termination, Suspension & Account Closure

9.1 Termination by Merchant

You may terminate your use of Bead’s services at any time by providing written notice as required in these Terms. Termination does not eliminate outstanding obligations, including pending settlements, unpaid fees, or compliance-related reviews. We will remit any funds owed to you before account closure. If your balance is below the minimum transfer amount, you may be responsible for applicable transaction fees incurred in the funds transfer. You remain responsible for transactions initiated before termination, including regulatory obligations that arise after account closure.

9.2 Suspension or Termination by Bead

Bead reserves the right to suspend or terminate a Merchant’s account under the following circumstances:

• Violation of Terms: The Merchant breaches these Terms, fails to meet eligibility requirements, or engages in prohibited activities.

• Regulatory & Compliance Risks: The Merchant fails to provide required KYB/KYC documentation, violates applicable laws or regulations, or poses an unacceptable legal or regulatory risk.

• Fraud, Misuse & Security Concerns: Bead detects fraudulent activity, security threats, or unauthorized service use.

• Settlement Failures: The Merchant provides inaccurate banking details or otherwise fails to meet settlement obligations.

• Customer Complaints & Abuse: If we receive excessive customer complaints about your business, or if you engage in abusive or threatening behavior toward Bead representatives, service providers, or partners, we may suspend or terminate your account.

• Dormancy: If your account does not process a paid transaction for more than twelve (12) consecutive months, we may suspend the account and automatically disable processing capabilities until you submit a request to reactivate your account.

9.3 Effect of Account Closure

If your account is closed for any reason, you agree:

• To continue to be bound by the surviving portions of these Terms.

• To immediately stop using the services.

• That the license provided under these Terms shall end.

• To remove any Bead branding, content, logos, or other references from your website, applications, and marketing materials.

• That we will retain certain information and account data as required under applicable laws and regulations.

• That we are not liable to you or any third party for termination of access to our services, closure of your account, or retention of account data.

9.4 Reinstatement & Appeals

If your account is suspended or terminated, you may submit a written appeal for reinstatement. We will review appeals at our sole discretion and may require corrective actions or additional documentation before considering reinstatement. Our decision regarding reinstatement requests is final and not subject to dispute.

10. Limitation of Liability & Disclaimers

10.1 Service Availability & No Warranty

Bead provides its services on an “as is” and “as available” basis without any express or implied warranties. While we strive to maintain continuous service availability, uninterrupted operation is not guaranteed. We make no representations or warranties regarding:

• The uptime, reliability, or availability of our platform, API, Hosted Payment Pages, or settlement services.

• The timeliness, accuracy, or completeness of transaction data or reporting tools.

• The security or freedom from errors, vulnerabilities, or interruptions caused by blockchain network congestion, banking system failures, or third-party service disruptions.

You acknowledge that cryptocurrency transactions are inherently volatile and may be affected by factors outside our control, including but not limited to availability of networks, market fluctuations, network fees, regulatory changes, and cybersecurity risks.

10.2 Limitation of Liability

To the maximum extent permitted by applicable law, Bead, its affiliates, officers, directors, employees, and agents shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, business interruptions, loss of data, or reputational harm.

• Losses arising from your failure to comply with applicable laws, regulations, or third-party contractual obligations.

• Errors, delays, or failures in transaction processing caused by blockchain network congestion, liquidity provider disruptions, or banking partner constraints.

• Unauthorized access to or use of your account due to weak credentials, compromised devices, or other security breaches outside of Bead’s control.

In no event shall our aggregate liability exceed the total fees paid by you to Bead in the three (3) months preceding the event giving rise to the claim. If no fees have been paid, our liability shall be limited to USD $100.

10.3 Exclusion of Liability for Payor or Third-Party Issues

We are not responsible for:

• The conduct, actions, or omissions of Payors, including payment errors, fraud, or disputes.

• Third-party service providers, including banking institutions, liquidity providers, or blockchain networks.

• Regulatory enforcement actions, law changes, or compliance-related transaction rejections affecting cryptocurrency acceptance.

You agree to indemnify and hold us harmless from any claims, losses, or liabilities arising from their business practices, Payor interactions, or failure to comply with applicable laws.

10.4 Acknowledgement of Transaction & Security Risks

You acknowledge that cryptocurrency transactions are subject to certain risks inherent to blockchain-based payments. While we facilitate transaction processing and settlement, the following risks remain:

• Settlement Timing: We strive to complete settlements as quickly as possible; however, final timelines depend on banking schedules and third-party processing constraints.

• Regulatory & Compliance Holds: We reserve the right to delay or prevent transactions from being processed if required by law, regulatory authorities, or internal compliance policies.

• Payor Errors: You are not responsible for Payor mistakes, such as sending funds to an incorrect deposit address or using an unsupported currency. We manage Payor refund eligibility in accordance with our refund policy.

• Blockchain Network Conditions: Transactions may experience delays due to blockchain congestion, gas fees, or other network-related factors beyond our control.

We proactively manage these risks through our automated transaction handling, refund processing, and compliance monitoring. You are not liable for settlement delays, regulatory holds, or Payor payment errors that are addressed within Bead’s platform. However, you remain responsible for handling customer service inquiries related to the fulfillment of your products and services.

10.5 No Fiduciary Duty or Business Relationship

Bead acts solely as a payment facilitator and does not assume any fiduciary duty, agency relationship, or special obligation toward Merchants. We do not provide financial, legal, tax, or business advice. You are solely responsible for evaluating the risks and legal considerations of using our services.

11. Confidentiality & Data Security

11.1 Confidentiality Obligations

• Confidentiality Obligations: Each party agrees to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed by the other party (“Confidential Information”). This includes business operations, security measures, pricing, transaction data, and any other information a reasonable person would deem confidential.

• Permitted Use & Protection: Confidential Information shall only be used for performing obligations under these Terms. Both parties must take reasonable steps to protect Confidential Information, applying at least the same level of care as they use for their own confidential information, but no less than a commercially reasonable standard.

• Limited Disclosures: Confidential Information may only be disclosed:

  • To employees, agents, or affiliates who require access to fulfill these Terms, provided they are bound by confidentiality obligations.

  • If required by law, subpoena, or regulatory request, with reasonable prior notice to the disclosing party unless legally prohibited.

  • With prior written consent from the disclosing party.

• Exclusions: These confidentiality obligations do not apply to information that is publicly available without breach, lawfully obtained from a third party, or independently developed.

• Enforcement & Remedies: If you breach your confidentiality obligations under these Terms, we may seek equitable relief where necessary, including injunctive relief, damages, or any other remedies available under applicable law. You acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm to us, and monetary damages alone may not be an adequate remedy.

• Survivability: These obligations survive termination of these Terms for five (5) years, except for trade secrets, which remain confidential indefinitely.

11.2 Data Security & Privacy

Bead and Merchants must implement industry-standard safeguards to ensure the confidentiality, integrity, and security of payment data. We encrypt sensitive information, apply access controls, and do not store private cryptographic keys associated with transactions. You must protect customer data in accordance with applicable laws and may not store, process, or retain sensitive Payor payment data beyond what is necessary for business or regulatory record-keeping.

• Compliance with Privacy Laws: Bead and Merchants must comply with applicable privacy and data protection laws, including General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any other relevant laws based on the Merchant’s or Payor’s jurisdiction.

• Customer Data Rights: We provide mechanisms for Payors to exercise their rights under applicable laws, including data access, correction, and deletion requests, where required.

• Restricted Use & Storage: You may only collect and store customer data necessary for business operations. We do not store Payor private keys or allow you to retain payment credentials beyond legally required retention periods.

• Merchant Security Standards: You must take reasonable steps to protect access to your Bead account, including implementing multi-factor authentication and restricting unauthorized personnel from accessing payment data. We may restrict or suspend account access if your security practices create a demonstrable risk to the integrity of transactions processed through Bead.

• Permitted Data Disclosures: We may share data only:

  • With third-party service providers necessary for payment processing and compliance.

  • To comply with legal or regulatory obligations, including subpoenas, court orders, or lawful regulatory requests.

Bead’s full Privacy Policy is available at legal.bead.xyz/privacy.

11.3 Data Use, Privacy & Compliance

We strictly govern the collection, storage, and use of data obtained through our services to ensure compliance with legal, regulatory, and security standards. You must handle customer and transaction data in accordance with these requirements.

• Use of Bead Data: You may only use data obtained through Bead for legitimate business purposes directly related to payment processing, reconciliation, or compliance. Any misuse, unauthorized disclosure, or secondary use of Payor or transaction data that violates these Terms or applicable law is strictly prohibited. You are expressly prohibited from using Payor data for marketing purposes unless explicitly permitted by applicable law and the Payor’s consent is obtained.

• Customer Data & Privacy: We only collect, store, and process Payor information strictly as required for transaction processing, customer service, and compliance purposes. We do not collect additional personal data beyond these functions. You remain responsible for compliance with applicable data protection laws regarding their own customer data.

• Access to Payor Data: You may only access limited Payor details through the Bead portal, such as email, partial wallet address, or phone number, if provided by the Payor. You are prohibited from storing, using, or sharing this data beyond what is necessary for transaction processing and customer service.

• Retention & Deletion: We retain transaction and account data only as required by law, regulatory authorities, or its internal policies. You must implement appropriate security measures to prevent unauthorized access to stored Payor data and ensure timely deletion when retention is no longer required. We reserve the right to request confirmation of compliance with data retention and deletion policies.

• Marketing & Third-Party Sharing: We do not sell Payor data. Limited data may be shared with trusted service providers for payment processing, security, or legal compliance purposes. Any third-party sharing is conducted under strict confidentiality and data protection agreements.

• Disclosure for Compliance: We reserve the right to disclose transaction-related information:

  • To law enforcement or regulatory authorities upon legal request.

  • In response to fraud investigations, financial disputes, or compliance reviews.

  • As required by banking partners, regulatory bodies, or compliance frameworks governing cryptocurrency transactions.

  • Where legally permitted, we will notify affected parties of disclosures related to their data unless prohibited by law or regulatory order.

• Payor & Regulatory Data Access Requests: We will comply with legally valid requests from Payors or regulators regarding access to transaction-related data. We reserve the right to verify the legitimacy of such requests before providing any information.

• Merchant Non-Compliance: Failure to comply with our data use and privacy policies may result in service suspension or termination. We reserve the right to conduct periodic compliance audits to ensure adherence to these requirements.

11.4 Security Incidents & Breach Notification

Bead and Merchants must take immediate action in the event of a data breach, unauthorized access, or security incident involving customer data or our systems.

• Merchant Responsibilities for Security Incidents: You must notify us without undue delay if you become aware of any unauthorized access, data breach, or compromise affecting transaction data or customer information processed through Bead. You must also take all necessary steps to mitigate further risks and comply with any applicable legal reporting requirements.

• Bead’s Breach Notification Obligations: If we determine that a security incident has resulted in the unauthorized access, disclosure, or misuse of sensitive data, we will notify affected parties and relevant authorities as required by applicable data protection laws. Notification will be provided without undue delay and will include details of the breach, potential impact, and recommended actions.

• Response & Mitigation Measures: We will take immediate steps to contain and remediate any breach, including working with cybersecurity experts, regulatory authorities, and affected Merchants. Merchants must fully cooperate with our investigations and provide relevant data if requested.

• Merchant Liability for Breaches: If a security incident originates from your failure to implement appropriate security controls, maintain compliance with applicable laws, or protect access to our platform, you may be held responsible for associated costs, liabilities, and regulatory fines.

• Regulatory Compliance & Legal Reporting: Security breaches will be handled in accordance with applicable data protection regulations, including but not limited to GDPR, CCPA, and other jurisdiction-specific breach notification laws. We reserve the right to provide legally required disclosures to affected parties, regulators, or enforcement agencies.

• Breach Consequences: If a security breach results from yourfailure to safeguard access to your Bead account or misuse of our services, we reserves the right to suspend or terminate your access to the platform. We will not be liable for losses incurred due to your failure to implement commercially reasonable security measures to protect access to your Bead account.

11.5 Third-Party Data Sharing & Legal Disclosures

We may share Merchant and Payor data with third parties only as necessary to facilitate payment processing, ensure regulatory compliance, and respond to lawful government requests.

• Payment Processing & Settlement: We may share relevant transaction data with banking institutions, liquidity providers, blockchain analytics firms, and other partners required to facilitate transactions and settlements.

• Fraud Prevention & Compliance: We may provide transaction and account-related data to regulatory authorities, risk management firms, and compliance partners for purposes including AML/KYC screenings, fraud prevention, and sanctions screening.

• Legal Obligations & Government Requests: We may disclose Merchant or Payor data in response to lawful requests from regulatory bodies, subpoenas, court orders, or as required to comply with applicable laws. We will provide notice of such disclosures unless prohibited by law or regulatory order.

• No Selling of Personal Data: We do not sell, rent, or otherwise monetize Payor or Merchant personal data. Any third-party data sharing is conducted strictly in accordance with our Privacy Policy and applicable laws.

12. Dispute Resolution & Governing Law

12.1 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any transaction processed through Bead shall be resolved exclusively through binding arbitration before a single arbitrator, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator shall have exclusive authority to resolve disputes, including those regarding the enforceability, interpretation, or scope of this arbitration provision. Arbitration shall take place in Delaware, and the arbitrator’s decision shall be final and binding on both parties. Each party shall bear its own arbitration costs unless the arbitrator determines otherwise.

12.2 Class Action Waiver

To the fullest extent permitted by law, you agree that any dispute resolution proceedings shall be conducted solely on an individual basis, both in arbitration and in court proceedings. You expressly waive the right to participate in class actions, collective proceedings, or representative actions. The arbitrator shall not consolidate claims or preside over any class-wide arbitration or litigation.

12.3 Arbitration Agreement

• Agreement to Arbitrate: By accepting these Terms, you agree that any dispute, claim, or controversy arising out of or related to our services shall be resolved through binding arbitration rather than litigation, except where otherwise specified. This agreement to arbitrate is governed by the Federal Arbitration Act (FAA).

• Disputes Subject to Arbitration: The following types of disputes shall be resolved exclusively through binding arbitration:

  • Service-related claims, including but not limited to disputes over transaction processing, service fees, and refunds.

  • Regulatory or compliance-related concerns, including claims under consumer protection laws, AML/KYC disputes, and financial regulations.

  • Contract disputes between Bead and users, Merchants, or partners, including but not limited to disputes regarding obligations under these Terms.

  • Claims alleging fraud, misrepresentation, or breach of agreement related to the Services or business relationships established under these Terms.

• Pre-Arbitration Resolution Effort: Before initiating arbitration, the party seeking resolution must provide the other party with written notice of the dispute via email or certified mail. The parties must attempt to resolve the issue in good faith within 30 days before proceeding to arbitration. The 30-day period shall toll any applicable statute of limitations related to the dispute.

• Exceptions to Arbitration: Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect:

  • Intellectual property rights

  • Confidential information

  • Proprietary business interests

Additionally, small claims disputes that qualify under local small claims court jurisdiction (generally disputes under $10,000) may be pursued in small claims court instead of arbitration. If a court finds any part of this arbitration provision unenforceable, the remaining portions shall still apply to the fullest extent permitted by law.

• Opt-Out of Arbitration: You may opt out of this arbitration provision by submitting a written request to [email protected] within 30 days of first accepting these Terms. Opting out applies only to small claims disputes and does not exempt you from arbitration for larger disputes. All other disputes remain subject to binding arbitration under these Terms. Opting out does not apply retroactively to disputes that arose before the opt-out request.

12.4 Governing Law & Jurisdiction:

These Terms and any dispute arising hereunder shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles. If arbitration is found unenforceable, the parties agree that the state and federal courts located in Delaware shall have exclusive jurisdiction over such disputes.

13. Limitation of Liability & Indemnification

13.1 Limitation of Liability

Our liability under these Terms is strictly limited to the extent permitted by law. You acknowledge that we act as a payment facilitator and do not hold or control funds at any point in the transaction process.

• Liability Cap: Our total liability to you for any claim arising under these Terms, whether in contract, tort, or otherwise, shall not exceed the total fees paid by you to Bead in the three (3) months preceding the event giving rise to the claim.

• Exclusions from Limitation: The above limitation of liability shall not apply where we are found liable for gross negligence, willful misconduct, or fraud.

• No Liability for Merchant Actions: We are not responsible for disputes between Merchants and Payors, including refund claims, service issues, or delivery failures. Merchants assume full responsibility for resolving disputes with their customers.

• Indirect & Consequential Damages: We shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, revenue, business opportunities, or reputational harm.

• Third-Party Services: We are not liable for the performance, security, or availability of third-party services integrated with its platform, including but not limited to banking partners, blockchain networks, or compliance providers. You use such services at your own risk.

13.2 Merchant Indemnification Obligations

You agree to indemnify, defend, and hold harmless Bead, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or in connection with:

• Regulatory Non-Compliance: Any violations of applicable laws, regulations, or sanctions programs resulting from your business activities or transactions.

• Merchant’s Business Practices: Any claims related to product defects, misrepresentation, false advertising, failure to deliver goods or services, or any other liabilities arising from your business operations.

• Unauthorized Use of Services: Any use of our services in violation of these Terms, including but not limited to money laundering, fraud, or unauthorized third-party payment facilitation.

• Tax Obligations: Any taxes, duties, or governmental fees imposed on your transactions, except where expressly assumed by Bead.

• Bead’s Right to Control Defense: We reserve the right to assume the exclusive defense and control of any matter subject to indemnification if it reasonably determines that such control is necessary to protect its interests. You agree to cooperate fully in the defense of any such claims, and shall remain responsible for its own legal expenses arising from its business activities, but shall not be liable for Bead’s independent defense costs unless your actions directly caused the claim.

14. Amendments, Force Majeure & General Provisions

14.1 Amendments to Terms

We reserve the right to modify these Terms at any time. Any changes will become effective upon posting to our website or another designated communication channel. We will determine, at our sole discretion, whether a change is material and will provide reasonable notice where required by law or where such changes significantly impact your rights or obligations.

• We will not impose material changes retroactively, except where required by law, regulatory compliance, or to address urgent security risks.

• If you do not agree with a material change, you may terminate their account within 30 days of the change becoming effective.

• Continued use of our services after the effective date of a change constitutes acceptance of the revised Terms.

14.2 Assignment & Transfer

You may not assign or transfer your rights or obligations under these Terms without prior written consent from us. Any unauthorized assignment shall be null and void.

• Bead’s Right to Assign: We may assign our rights and obligations under these Terms, in whole or in part, without your consent in connection with a merger, acquisition, corporate restructuring, or sale of assets. We will provide advance written notice of any such assignment where reasonably practical, unless prohibited by law or regulatory obligations.

• Binding Nature: These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Your continued use of the Services following an assignment constitutes acceptance of the successor entity as a party to these Terms.

14.3 Force Majeure

• No Liability for Uncontrollable Events: We shall not be held liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, failures of third-party service providers, power outages, blockchain network failures, or other events that prevent Bead from providing its services.

• Regulatory & Compliance Delays: Delays caused by regulatory reviews, government-mandated transaction holds, fraud investigations, and AML/KYC enforcement actions shall be treated as force majeure events. We shall not be liable for any resulting processing delays or settlement holds caused by compliance-related actions.

• Notification & Mitigation: If a force majeure event occurs, we will make reasonable efforts to notify affected Merchants and take steps to mitigate its impact.

• Suspension of Performance: Our obligations will be suspended for the duration of the force majeure event, and we will resume normal operations as soon as reasonably possible.

• No Liability for Losses: You acknowledge that force majeure events may impact transaction processing, settlements, or system availability, and we shall not be liable for any resulting damages or losses. No Merchant shall have the right to claim damages or seek compensation for any disruption caused by a force majeure event.

14.4 No Waiver

A failure or delay in enforcing any provision of these Terms shall not be construed as a waiver of any other provision or right. A waiver is only valid if expressly granted in writing by an authorized representative of Bead. A single instance of waiver shall not constitute a continuing or future waiver of that or any other provision of these Terms.

Our rights and remedies under these Terms are cumulative and do not limit any other rights or remedies available under applicable law.

14.5 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between Bead and any Merchant. We act solely as a payment facilitator and do not act as a financial institution, custodian, trustee, escrow agent, or fiduciary for Merchants or Payors.

14.6 Entire Agreement

These Terms constitute the entire agreement between Bead and you regarding the use of our services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. In the event of a conflict between these Terms and any other agreement between you and Bead, these Terms shall prevail unless explicitly stated otherwise in a written agreement signed by an authorized officer of Bead.

• No Reliance on Prior Statements: You acknowledge that you have not relied on any representations, warranties, or statements not expressly set forth in these Terms.

• Amendments & Waivers: No amendment or waiver of any provision of these Terms shall be effective unless in writing and signed by Bead.

14.7 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the extent legally permissible to achieve the intended purpose. If modification is not possible, the provision shall be severed, and the rest of the Terms shall continue in effect without it.

This clause does not override separate written agreements between Bead and authorized resellers or integration partners.

14.8 Survivability

Any provisions of these Terms that, by their nature, should survive termination or expiration of this agreement shall remain in effect. This includes, but is not limited to, provisions related to confidentiality, indemnification, limitation of liability, dispute resolution, data security, financial obligations, and legal compliance.

The following shall expressly survive termination:

• Section 11.1, Confidentiality Obligations

• Section 11.2, Data Security & Privacy

• Section 11.5, Third-Party Data Sharing & Legal Disclosures (to the extent required by law or regulatory obligations)

• Section 13.2, Merchant Indemnification Obligations

• Section 13.1, Limitation of Liability

• Section 12, Dispute Resolution & Governing Law

• Outstanding Financial Obligations (including unpaid fees, settlements due, and obligations related to disputed transactions)

Regulatory compliance obligations, including but not limited to Know Your Customer (KYC), Know Your Business (KYB), Anti-Money Laundering (AML) regulations, sanctions compliance, and tax reporting obligations, shall also survive termination of these Terms.

Additionally, any rights, obligations, or limitations outlined in these Terms that by their nature are intended to survive termination—such as compliance requirements, tax obligations, and legal disclosures—shall continue in effect.