Terms of Service

Advisory. This revision is pending outside-counsel review. It is a plain-language summary of how OpenSettle allocates compliance responsibility between OpenSettle and the merchant. It is not legal advice. Counsel review is in progress and clauses may be tightened before the final signed version.

These Terms govern your access to and use of OpenSettle's software platform (the "Service"). By using the Service, you agree to these Terms. You agree to maintain control of the wallets you designate for settlement and to comply with all applicable law in the jurisdictions where you operate. You acknowledge that on-chain transactions are generally final and irreversible.

Compliance allocation. The following clauses set out the merchant's compliance responsibilities and OpenSettle's role.

1. Tax responsibility. Merchant is solely responsible for determining, collecting, reporting, and remitting all taxes arising from its sales, including income tax, sales tax, use tax, VAT, GST, and any 1099 or equivalent informational reporting to its customers and to tax authorities. OpenSettle does not calculate, withhold, or remit taxes and provides no tax advice. OpenSettle provides a tax-export CSV as a convenience; the merchant is responsible for the accuracy and completeness of its own filings.

2. AML and KYC of merchant's customers. Merchant is solely responsible for any "know your customer," customer due diligence, or anti-money-laundering obligations applicable to merchant's own business under the Bank Secrecy Act and equivalent laws. OpenSettle does not KYC merchant's customers and does not act as merchant's AML compliance program.

3. Sanctions compliance. Merchant represents it will not knowingly transact with any person or entity subject to OFAC sanctions, including any SDN-listed person, or any resident of a comprehensively sanctioned jurisdiction (currently Iran, North Korea, Syria, Cuba, and the Crimea, Donetsk, and Luhansk regions). OpenSettle reserves the right to screen on-chain addresses against sanctions lists and to refuse to issue or settle payment intents to or from flagged addresses without notice or liability.

4. Authority to accept crypto. Merchant represents that, in every jurisdiction where it operates or solicits customers, it is legally authorized to accept payment in digital assets and holds all licenses, registrations, or authorizations required to do so, including any money-transmitter, virtual-currency-business, or financial-services license.

5. Prohibited use cases. Merchant will not use OpenSettle for: (a) unlawful gambling; (b) firearms, ammunition, or weapons sales prohibited in the customer's jurisdiction; (c) controlled substances; (d) mixing, tumbling, or anonymization services; (e) the operation of a money-services business, exchange, off-ramp, on-ramp, or remittance service; (f) securities offerings not exempt or registered; (g) adult content where prohibited; (h) any activity in or directed to a sanctioned jurisdiction; (i) any activity intended to evade sanctions, AML, or tax obligations.

6. Eligibility. OpenSettle is offered to legal business entities (corporations, LLCs, partnerships, foundations, and registered sole proprietorships). Each natural person who creates a workspace, signs these Terms, or otherwise acts on behalf of an eligible entity must be at least 18 years of age (or the age of majority in their jurisdiction if higher) and legally competent to enter into a binding contract. The Service is not directed at, and may not be used by, anyone under that age; if you are under that age, do not register or transact on the Service. The Service may not be used for peer-to-peer money transmission, person-to-person remittance, or to facilitate transfers between two natural persons not in a bona fide merchant-customer relationship.

7. Geographic restrictions on customers. Merchant agrees not to solicit or knowingly accept payment from customers located in jurisdictions OpenSettle designates as restricted (currently sanctioned jurisdictions and the State of New York). The restricted-jurisdictions list may be updated; the current list is published at /legal/restricted-jurisdictions.

8. Books and records. Merchant maintains its own books and records of transactions, including amounts, counterparties, timestamps, and on-chain references. OpenSettle's dashboard is a convenience and is not the merchant's system of record.

9. Indemnification. Merchant indemnifies OpenSettle against any claim, loss, fine, or expense (including reasonable attorneys' fees) arising from merchant's breach of these compliance allocations, including tax, AML, sanctions, licensing, and prohibited-use obligations.

10. Service classification. OpenSettle provides software-as-a-service that facilitates direct wallet-to-wallet payments between merchants and their customers. OpenSettle is not a money transmitter, money-services business, bank, trust company, custodian, fiduciary, broker-dealer, exchange, investment adviser, or commodities intermediary. OpenSettle does not take custody of, control, or have signing authority over any user's digital assets at any time.

11. Suspension and termination. OpenSettle may suspend or terminate merchant's access immediately and without refund for breach of these compliance terms, suspected unlawful activity, sanctions hits, regulator request, or risk-management reasons in OpenSettle's reasonable discretion.

12. Lawful process. OpenSettle will respond to subpoenas, court orders, and other lawful process from competent authorities. OpenSettle may provide notice to merchant unless prohibited by law. Merchant authorizes OpenSettle to share account, transaction-reference, and webhook delivery data with law enforcement in response to lawful requests.

13. Platform fees and account closure. OpenSettle charges a per-transaction platform fee computed at confirmation time and recorded on each payment row. There is no subscription, no setup fee, and no monthly minimum. Fees accrue across the calendar month and are aggregated into a monthly fee statement viewable in the dashboard at Settings → Billing. The merchant may close its account at any time from the dashboard or by emailing support@opensettle.io; no advance notice or cancellation period is required because there is no recurring charge to cancel. Outstanding fees accrued before closure remain payable. We will notify the merchant at least 30 days before any change to the fee schedule takes effect.

14. Not financial, tax, or legal advice. The Service is a software platform. Documentation, dashboards, analytics, tax-export CSVs, and any commentary published by OpenSettle are provided for informational purposes only and are not financial, tax, accounting, investment, or legal advice. Digital assets carry market, smart-contract, regulatory, and operational risk. Merchant and its customers should consult their own qualified advisers before relying on any output of the Service.

15. High-risk merchant categories and state-by-state legality. Some merchant categories — including hemp-derived CBD, kratom, nicotine vapes, firearms and ammunition for direct-to-consumer sale, age-gated adult content, alcohol direct-shipping, and Schedule I cannabis — are subject to product-class restrictions that vary by US state. When merchant tags a product with one of these categories, OpenSettle applies a state-by-state legality matrix at checkout that may block payments from customers in specific states. The matrix is maintained in OpenSettle's source code (apps/api/src/services/product-legality.ts) and reflects state statutes and regulations cited inline at each blocked entry. OpenSettle's check is the payment-acceptance floor; it is not a substitute for merchant's own state-by-state compliance diligence, including any required state licenses, age-verification systems beyond self-attestation, or shipping carrier compliance.

16. Customer self-attestation. For high-risk categories OpenSettle collects a customer self-attestation at hosted checkout. The customer enters a US state and confirms a minimum age. The attestation is the customer's own statement; OpenSettle does not run third-party identity verification, document checks, or biometric verification. False statements by a customer are the customer's responsibility and, where applicable, the merchant's responsibility under the merchant's own age-verification or shipping compliance obligations — not OpenSettle's. Where a US state requires legally-binding age verification by statute (for example certain state age-verification laws covering adult content), self-attestation does not satisfy the statute and OpenSettle will block the payment regardless of what the customer attests. Merchant acknowledges that the attestation matrix and disclaimer text may change without prior notice as state laws evolve.

17. Regulated content (adult, age-restricted, content-creator platforms). Merchant may operate an adult-content, age-gated, or content-creator-payout business through OpenSettle subject to clauses 5, 15, and 16. Merchant represents that it complies with all federal and state laws applicable to its content, including 18 U.S.C. § 2257 record-keeping requirements where applicable, any state age-verification statutes that apply in the customer's state, and any platform-specific content rules of OpenSettle's upstream wallet, infrastructure, or banking providers. OpenSettle does not pre-screen or moderate merchant content and disclaims responsibility for the lawfulness of merchant's content. Merchant indemnifies OpenSettle for any claim arising from merchant's content under clause 9.

Warranty and liability. The Service is provided on an "as is" basis. OpenSettle disclaims all warranties to the maximum extent permitted by law and limits its liability to the fees you paid to OpenSettle in the prior twelve months.

Governing law. These Terms are governed by the laws of the State of Delaware. Any dispute will be resolved by binding arbitration in New York, New York under the AAA Commercial Arbitration Rules.

This summary is not legal advice. Outside-counsel review of these compliance allocations is pending and the final, signed version will supersede this draft.