Merchant Service Agreement
Effective date: [EFFECTIVE DATE]. This agreement is between Meritwave Digital Inc ("Meritwave", "we") and the business named in the application (the "Merchant"). It covers the Merchant Node and the Operations merchant portal, payment acceptance over the Lightning Network, Boost, Practicle acceptance and payouts. It works together with the Merchant Authority Form, the Payout, Settlement and ACH Authorization, the Equipment Sale and Financing Agreement (if equipment is bought), the Terms of Service, the Privacy Policy and the Biometric Notice.
1. Who may sign up. The Merchant must be a business organized and in good standing, with a lawful purpose. A Registrant (the first administrator) applies for the Merchant and confirms they are authorized to do so. The Merchant must name every owner of 25% or more, and each such owner and the authorized representative must pass identity verification. The Merchant confirms the information it gives is true and complete and will update it within [5] business days of any change.
2. Review and approval. We review each application. A customer-service representative checks the application, the business's industry code (NAICS or SIC) against our list of prohibited industries, the business registration on the Secretary of State record, and screening against sanctions and politically-exposed-person lists. A customer-service manager makes the final decision. We may refuse, approve with limits or approve later, and we are not required to give reasons where the law allows. The bank account for payouts must be in the same business name as the application; if the names do not match we may refuse or hold it. [FINAL LIST OF PROHIBITED INDUSTRIES: FROM THE COMPLIANCE TEAM.]
3. Starting limits. New merchants start on a probationary period with lower limits on daily volume and on the speed of sales. We watch for sudden spikes in volume. We may raise, lower or pause limits at any time for risk or compliance reasons. Current limits: [AMOUNTS FROM SETTINGS]. [PROBATION LENGTH FROM SETTINGS.]
4. Accepting payments. The Merchant accepts payments from clients over the Lightning Network through the Merchant Node and, if the Merchant chooses, through Practicle. A Lightning payment is final when it settles. There are no chargebacks through Meritwave. Refunds are the Merchant's own decision and are recorded in the system as a separate refund transaction; we do not guarantee that a refund can be recovered once funds are paid out. Customer photos and identity details shown to the Merchant for a transaction are for that transaction only. The Merchant must not copy, store, sell or share them. [COUNSEL: confirm this wording does not reveal how Practicle works beyond what the company has decided to publish.]
5. Payouts. Funds from sales are held for the Merchant in the Merchant's Lightning channel and moved to the Merchant's bank account through our end-of-day process. At [9:00 pm Central] each night we plan the day's payouts. A person with the right permission must review and authorize each stage of the process with a one-time code before it runs. We may stop or hold any payout for review, an unclear transaction, a failed verification or a legal order. Settlement timing: [SETTLEMENT TIMING - FROM THE CEO]. Payouts depend on banking partners that are not yet in place: [BANK PARTNER]. Until they are, [DESCRIBE WHAT HAPPENS - CEO]. The Merchant's right to receive payouts is subject to the Payout, Settlement and ACH Authorization. Amounts the Merchant owes us are shown in the merchant area of the Operations node. If a debit fails, we suspend the Merchant's account, tell the Merchant in the merchant area and by email, re-attempt the debit once at the next ACH window, and apply the late fees set out in the Payout, Settlement and ACH Authorization; the account stays suspended until the amount owed is paid. The Merchant may ask us to stop a debit before it is sent [stop-payment request feature planned for launch; not built yet]. No banking partner has been chosen yet.
6. Fees. The Merchant pays the fees in the fee schedule, shown before the Merchant accepts: [FEE SCHEDULE - FROM SETTINGS, NOT IN THE REPOSITORY]. This includes a fee for converting bitcoin to U.S. dollars for payouts. That fee is set by the company's staff in the settings and confirmed by the CEO; there is no default rate. A Boost fee schedule is set the same way. We will tell the Merchant of a fee change at least [30] days before it applies (Illinois: at least 14 days for a material change in a digital-asset service, if that Act applies; VERIFY). Taxes are the Merchant's responsibility.
7. Boost. If the Merchant offers Boost, it lets a client who has Lightning funds elsewhere receive cash or goods value through the Merchant. Boosts are paid over the Lightning Network; they are limited by the daily and 30-day limits in the settings: [MERCHANT AND CLIENT LIMITS FROM SETTINGS]. A Boost may be delayed or refused for liquidity, a weekend cut-off at our liquidity provider, or a failed check. If a Boost's result is unclear, a person at Meritwave decides the outcome after review, and we may reverse or adjust accounts to match that decision. [COUNSEL: the exact Boost risk and fee terms.]
8. Equipment. Point-of-sale equipment is sold under the Equipment Sale and Financing Agreement. A merchant who has not paid for equipment on time may have payouts reduced to cover the installment, or have the account suspended, as that agreement says.
9. Compliance duties. The Merchant will follow the law, will not use the service for prohibited businesses, fraud, structuring or money laundering, and will keep its records. We re-check identity, ownership and the business registration every year and when an ID expires. If a yearly check or ID renewal is overdue, we may pause access, Boosts and payouts until it is done. Staff access to your records is limited by role, and what staff do is logged. Details of our compliance program are in the AML Policy.
10. Data and photos. How we handle personal information, including the representative's selfie and ID photos, is in the Privacy Policy and the Biometric Notice.
11. Suspension and ending. We may suspend the account right away for suspected fraud, a legal or compliance reason, a failed or overdue check, a breach of this agreement, or to protect clients. Renewal: the agreement renews automatically for another term unless the Merchant declines (decided by the CEO, 2026-10-29). Term, renewal term, price, notice period and wind-down: [TERM, RENEWAL TERM, PRICE, NOTICE PERIOD AND WIND-DOWN - FROM THE CEO]. After ending, the Merchant's unpaid funds are paid out less amounts owed, subject to holds. Sections that should survive do.
12. Warranty and liability. The service is provided as is, to the extent the law allows. Our total liability is limited to [AMOUNT / FEES PAID IN 12 MONTHS], and we are not liable for indirect or consequential losses, lost sales, Lightning Network failures or events outside our control. [COUNSEL: carve-outs the law requires.] The Merchant is responsible for the acts of its users and representatives and will indemnify us for claims caused by its breach. [COUNSEL: indemnity wording.]
13. Changes to this agreement. We may change this agreement by notice in the portal or by email at least [30] days before the change takes effect. Continued use after that is acceptance.
14. Governing law and disputes. This agreement is governed by the laws of the State of Wyoming, and the state and federal courts located in Wyoming. Nothing in this section limits rights that the law of your state says cannot be waived by contract, including rights under the Illinois Biometric Information Privacy Act. [COUNSEL: arbitration or class waiver, and whether Wyoming courts will be enforced against a Illinois merchant.]
15. Electronic signing. The Merchant signs electronically under the Illinois Uniform Electronic Transactions Act (815 ILCS 333) and the federal E-SIGN Act and agrees an electronic signature has the same effect as a handwritten one.
16. General. This agreement and the documents it names are the whole agreement. If a part is unenforceable the rest stands. The Merchant may not transfer it without our consent. Notices go to the contact details on the account. Contact: [email protected]; [MAILING ADDRESS].
Wisconsin: automatic renewal disclosure (separate page, shown only to Wisconsin merchants)
[WIS. STAT. 134.49 - VERIFY the statute text. The term DOES renew automatically (decided by the CEO, 2026-10-29), so this page is required for Wisconsin merchants and must be shown and signed or initialed separately.] This page tells the Merchant that: (a) the agreement renews automatically for another term unless the Merchant declines; (b) the renewal term is [RENEWAL TERM]; (c) the price for the renewal term is [PRICE, AND ANY INCREASE]; and (d) to decline renewal, the Merchant must tell us in writing at [email protected] at least [NOTICE DAYS] days before the term ends. Merchant initials: ______ Date: ______