Terms of Service
Effective date: [EFFECTIVE DATE]. These terms are an agreement between you and Meritwave Digital Inc, a Wyoming corporation ("Meritwave", "we"). By creating an account or using our apps, website or equipment you agree to them. If you do not agree, do not use the service.
1. Who may use the service. You must be at least 18, able to make a binding contract, and not on any sanctions list. If you sign up for a business you confirm you can bind it. The service is offered only in [launch states and territories: Illinois, Indiana, Iowa, Missouri, Wisconsin - COUNSEL] and may expand over time.
2. What we offer. Meritwave provides: the Client Node, a Bitcoin Lightning wallet app that gives you a Lightning node hosted by us and, with Practicle, an easier way to pay; the Merchant Node, a checkout app that works on our point-of-sale equipment; the Operations node, a web portal where merchants manage their account, end-of-day payouts, reports and equipment; routing nodes that help payments reach merchants; Practicle, our payment service built into the Client Node and Merchant Node; and the Autonomous Node, a self-hosted app (see its Privacy Statement). Boost lets a client pay a participating merchant cash to refill their Lightning channel, for a fee shown before you confirm.
3. Accounts and security. Keep your sign-in, device PIN and keys safe. You are responsible for activity under your account. A merchant's Registrant login controls the merchant account and any checkout users it creates. Tell us immediately at [email protected] of any loss or unauthorized use. Client Node (custody): we hold the keys to the Lightning node we host for you, so your funds in that node are in our custody and we are responsible for keeping those keys safe, as section 13 says. Autonomous Node: you hold your own keys and funds; the company holds only a secure password as a trusted third party to help you recover access. [TECHNICAL DEFINITION: operations-backend docs/handoff/custody-spec.md; the developers must confirm it matches the build before counsel finalizes this section.]
4. Payments and nodes. Lightning payments are generally irreversible. For a hosted Client Node, Meritwave holds the keys; for the Autonomous Node, you do. [COUNSEL: licensing consequence of holding client keys, and when we are an intermediary.] Lightning is a network we do not control. Payments can fail, be delayed or be routed at a different fee, channels can close, and nodes and third-party services can be offline. Channels between Client Nodes and our routing nodes exist to pay merchants, not to receive money; you must arrange your own inbound liquidity for receiving. We do not guarantee that any payment will complete.
5. Identity checks. Clients and merchants are verified at sign-up and every year, including ID checks, and merchants are checked as businesses. We may pause or end access if verification is incomplete or fails. See the Privacy Policy and the Biometric Notice.
6. Practicle. Practicle is an optional paid service. You approve each payment on your phone. Using it needs the Biometric Notice release, optional location sharing, and a current profile photo. See the Practicle Membership Terms.
7. Merchants and equipment. Merchants agree to the Merchant Authority Form and, if they buy equipment, the Equipment Sale and Financing Agreement and the Payout, Settlement and ACH Authorization. Payments are approved by the client and there are no chargebacks through Meritwave. A merchant's own return policy decides refunds, which are normally made in cash.
8. Fees. Fees and prices are shown in the app or website before you confirm and may change as stated in section 15. Network fees are set by the Bitcoin and Lightning networks, not by us.
9. Acceptable use. Do not use the service for anything unlawful, to evade sanctions, to defraud, to disrupt or probe our systems, to copy or reverse engineer our software or skins, or to use another person's account.
10. Our property. We own the software, brand names and content. You get a limited, revocable, non-transferable licence to use the apps. Skins and other downloads you buy are licensed to one account and one device and may not be copied. Open-source components are covered by their own licences listed at [LINK].
11. Risk. See the Risk Disclosure.
12. Disclaimers. To the extent the law allows the service is provided "as is". We do not promise that any payment will complete, that the Lightning Network, Bitcoin network, banks, card processors, app stores or other third parties will be available, or that fees or prices will stay the same. We are not responsible for failures, delays, channel closures, force-closures, routing failures, congestion, network fee changes or outages in networks and services we do not control. [COUNSEL: final disclaimer wording.]
13. Our responsibility and limit of liability. (a) Keys we hold. If you lose funds held in a hosted Client Node because the keys we hold were lost, stolen or accessed without authorization through a failure on our side, we are responsible for that loss [up to: AMOUNT / FULL VALUE AT THE TIME - COUNSEL AND CEO TO DECIDE]. We are not responsible where the loss came from your own acts, such as sharing your sign-in or device PIN, or from a lost or stolen device that you did not report. (b) Everything else. To the extent the law allows, our total liability to you for anything else, including any network failure described in section 12, is limited to [AMOUNT / FEES PAID IN 12 MONTHS] and we are not liable for indirect or consequential losses, lost profits or loss of data. [COUNSEL: carve-outs for law that cannot be limited. The CEO has said the company is liable for loss, theft or unauthorized access of client keys it holds; the caps for network failures and for (a) must be reconciled by counsel.]
14. Ending. You may close your account at any time. We may suspend or end the service for breach, legal or compliance reasons, or on [30] days' notice. Sections that should survive will.
15. Changes. We may change these terms or fees by telling you in the app, on the website or by email at least 14 days before the change takes effect (Illinois: 14 days is the minimum in the Digital Assets and Consumer Protection Act for material changes to fees or terms; VERIFY). For a material change to the Privacy Policy, or a change that adds a new kind of data processing, we do not treat continued use as acceptance: we ask you to click to accept the new version before the new processing starts (see the Privacy Policy, section 9). For other changes, continued use after the effective date is acceptance.
16. Disputes and governing law. These terms are 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. Before filing a claim contact [email protected] and try to resolve it for [30] days. [COUNSEL: arbitration or class waiver.]
17. General. These terms and the documents they refer to are the entire agreement. If a part is unenforceable the rest stands. You may not transfer your rights without our consent. We may transfer ours as part of a sale.
18. Contact. [email protected]; [MAILING ADDRESS].