Terms of Service

1. Acceptance of Terms and Eligibility

1.1 Binding Agreement

By creating an account or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. These Terms apply to all Users of the Platform, including but not limited to merchants, business owners, and any representatives acting on behalf of a business entity.

1.2 Age and Legal Capacity

You represent and warrant that: (a) you are at least 18 years of age or the legal age of majority in your jurisdiction; (b) you have the legal authority to enter into this agreement; and (c) if you are acting on behalf of a business entity, you are duly authorized to bind that entity to these Terms and all obligations contained herein.

1.3 Jurisdiction Restrictions

The Platform is intended for use by merchants and businesses located in or conducting business in the Caribbean region, the United States, and other jurisdictions where LuniPay legally operates. By using the Platform, you represent that your business and all payment activities comply with the laws and regulations of your jurisdiction and all applicable jurisdictions from which you collect payments.

2. Description of Service

2.1 Platform Overview

LuniPay is a payment collection, invoicing, and merchant operations platform that enables merchants to create, send, and manage payment requests to customers. The Platform uses Stripe Connect and other Stripe services for payment processing, connected-account infrastructure, payouts, refunds, disputes, verification, and related financial services.

2.2 Services Provided

LuniPay provides the following services:

• Invoice creation and management
• Payment link generation and tracking
• Recurring billing and subscription management
• Installment plan creation and tracking
• Customer portal and payment management interface
• Payout tracking and financial reporting
• Integration with customer communication channels (WhatsApp)
• Dashboard analytics and reporting

2.3 Stripe Connect Integration

To use the Platform, you must complete Stripe account setup through Stripe Connect. LuniPay uses Stripe's payment infrastructure to process transactions and manage connected-account activity. By using LuniPay, you acknowledge that you are subject to Stripe's Terms of Service, Stripe's Connected Account Agreement, and other Stripe terms and policies that apply to your account. Those Stripe terms are incorporated into these Terms by reference. In the event of any conflict between these Terms and Stripe's terms, Stripe's terms shall prevail with respect to Stripe's services.

2.4 Not a Financial Institution

LuniPay is not a bank and does not provide banking services. Stripe provides regulated payment processing and money movement services. As a Stripe Connect platform, LuniPay may configure connected accounts, route payments, apply platform fees, initiate payouts, pause payouts, hold reserves, process refunds, reverse transfers, review account activity, and take other platform actions described in these Terms or required by Stripe, card networks, banks, law, or risk controls.

3. Account Registration and Onboarding

3.1 Registration Requirements

To create a LuniPay account, you must provide accurate, current, and complete information as requested in the registration form. You agree to maintain the accuracy of this information and update it promptly if any changes occur. Providing false, incomplete, or misleading information may result in immediate account suspension or termination.

3.2 Account Credentials

You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys. You agree not to share your credentials with any third party and to notify us immediately of any unauthorized access or suspected security breach. You are liable for all activities conducted under your account credentials, whether authorized by you or not.

3.3 Stripe Connect Onboarding

As part of the LuniPay registration process, you must complete Stripe account setup through Stripe Connect. This process requires you to provide personal and business information, banking details, tax identification information, beneficial-owner information, and other verification information requested by Stripe or LuniPay. You authorize LuniPay to create, access, configure, and manage your connected account as permitted by Stripe Connect, including payout schedule settings, account capabilities, balances, transfers, refunds, disputes, and compliance requirements. You are solely responsible for the accuracy and completeness of information provided to Stripe or LuniPay. Stripe may require additional verification or documentation.

3.4 Business Verification

LuniPay reserves the right to verify your business information through Stripe, third-party services, public records, customer complaints, or information you provide. You agree to cooperate with any verification, risk, fraud, compliance, refund, or dispute review and provide necessary documentation. Failure to pass business verification or cooperate with a review may result in account restrictions, payout pauses, reserves, refunds, or termination.

4. Platform Fees and Billing

4.1 Fee Structure

LuniPay charges a 10% transaction fee plus $0.60 USD on every successful transaction processed through the Platform. The exact fee is shown in your account dashboard and when you create a payment request. Current pricing is also available on our pricing page.

4.2 Fee Deduction

LuniPay transaction fees are deducted automatically when a payment is processed. The amount available for payout is the payment amount minus all applicable fees.

4.3 Additional Charges

In addition to LuniPay's transaction fee, Stripe may charge its own processing or payout fees. Those charges are separate from LuniPay and may vary by currency, card type, and payout timing.

4.4 Payout Requests

Your account does not receive automatic payouts unless LuniPay enables them for your account. Funds remain in your connected-account balance until you request a payout on demand from your dashboard or until another payout schedule is applied. Payout requests are subject to a 0.6% fee plus J$100, and the minimum payout amount shown in your account applies. Payouts may be delayed, rejected, returned, paused, or reversed by Stripe, your bank, LuniPay, card networks, or other financial institutions.

4.5 No Refunds

LuniPay transaction fees are non-refundable. If you refund a customer, the original transaction fee is not returned to you. Fees already charged for a processed payout request are also non-refundable.

4.6 New Account Reserve

For the first 30 days after your account is activated, or until your first J$100,000 in processed volume (whichever comes first), LuniPay may hold up to 10% of each payout as a rolling reserve. Reserved funds may be released on a rolling basis after the reserve period ends. This reserve helps cover chargebacks, fraud, refunds, and payment reversals during the early life of an account.

4.7 Fee Changes

LuniPay reserves the right to modify its fee structure at any time. We will provide at least 30 days' notice of any fee increases. Continued use of the Platform after the effective date of fee changes constitutes acceptance of the new fee structure.

4.8 Holds, Reviews, and Setoffs

LuniPay may delay or pause payouts, place funds in reserve, set off amounts owed to LuniPay, reverse transfers, or require additional information where we believe it is necessary to manage fraud, refunds, disputes, chargebacks, account verification, sanctions, law-enforcement requests, Stripe requirements, card-network rules, customer complaints, or other platform risk. We may take these actions before or during an investigation and without advance notice where needed to protect customers, LuniPay, Stripe, or the payment ecosystem.

5. Payment Processing

5.1 Stripe as Payment Processor

Stripe processes payments and provides payment infrastructure for LuniPay. When a customer makes a payment through LuniPay, payment details are submitted to Stripe for authorization, processing, settlement, fraud screening, and related services. LuniPay provides the platform, user interface, merchant tools, fee calculation, records, and connected-account controls around those payments.

5.2 Destination Charges Model

LuniPay may use Stripe's destination charges model, separate charges and transfers model, or another Stripe Connect model. Payments may be received by LuniPay's Stripe account and routed to your connected Stripe account after applicable fees, reserves, refunds, reversals, or adjustments are applied. You acknowledge and agree to this arrangement.

5.3 Payment Methods

LuniPay accepts payments via credit cards, debit cards, and other payment methods supported by Stripe. The availability of specific payment methods depends on your customer's location, card type, and Stripe's processing capabilities. LuniPay does not guarantee the availability of any particular payment method.

5.4 Failed Transactions

LuniPay is not responsible for failed payment transactions. If a payment fails due to insufficient funds, invalid card information, or any other reason, LuniPay will not process the transaction and no funds will be transferred. You will be notified of the failure, but neither LuniPay nor Stripe is obligated to attempt retries.

5.5 Settlement Timeline

Funds remain in your account balance until they become available and are paid out according to the payout settings that apply to your account. Settlement timing may vary based on Stripe, your bank, payment method, available balance, currency, risk reviews, reserves, and compliance requirements.

5.6 Currency and Exchange Rates

LuniPay supports multiple currencies. Exchange rates are determined by Stripe in real-time. You are responsible for understanding currency conversion fees and exchange rate risks. LuniPay does not guarantee any specific exchange rate and is not liable for unfavorable exchange rates.

5.7 Refunds and Customer Complaints

You are responsible for refunding customers when required by law, your policies, card-network rules, Stripe requirements, or the facts of a transaction. LuniPay may request evidence from you or the customer, pause payouts while reviewing a complaint, and process or facilitate a refund where we determine it is necessary to protect a customer, comply with law, comply with Stripe or card-network requirements, address fraud risk, or enforce these Terms. LuniPay transaction fees are not automatically returned when a refund is issued.

5.8 Customers Paying Through LuniPay

If you are a customer paying a merchant through a LuniPay invoice, payment link, hosted checkout page, installment plan, subscription, or other payment flow, you understand that the merchant is the seller of record for the goods or services. LuniPay provides the payment collection platform and may assist with payment records, receipts, refunds, fraud reviews, and complaints, but LuniPay is not responsible for the merchant's goods, services, delivery, quality, warranties, or customer promises unless required by applicable law.

6. Merchant Obligations

6.1 Legal Business Operation

You represent and warrant that your business operates legally in its jurisdiction and in all jurisdictions from which it collects payments. You are solely responsible for ensuring compliance with all applicable laws, regulations, licensing requirements, and tax obligations in your jurisdiction.

6.2 Accurate Invoicing

You agree to provide accurate, truthful invoicing information to your customers. All invoices must clearly describe the goods or services provided, itemize charges, and reflect the actual amount due. You are solely responsible for the accuracy and legality of all invoices created through the Platform.

6.3 Tax Compliance

You are solely responsible for calculating, collecting, reporting, and remitting all applicable taxes, including but not limited to income tax, value-added tax (VAT), goods and services tax (GST), and any other tax obligations in your jurisdiction. LuniPay does not calculate or manage taxes on your behalf. You are responsible for maintaining records of all transactions for tax purposes.

6.4 Customer Relationship Management

You are solely responsible for managing your relationship with your customers, including providing customer service, addressing disputes, handling refunds, and responding to customer inquiries. LuniPay does not provide customer service on your behalf.

6.5 Data Accuracy

You agree to maintain accurate and current information in your LuniPay account, including your business name, address, contact information, and banking details. You are responsible for promptly updating any information that changes.

6.6 Fulfillment and Evidence

You must keep accurate records showing what was sold, who purchased it, the agreed price, delivery or pickup terms, shipment or pickup confirmation, tracking or reference numbers, receipts, invoices, customer communications, refund decisions, and any other evidence needed to prove that a transaction was legitimate and fulfilled. If LuniPay requests this information for a complaint, refund review, payout review, chargeback, or compliance review, you must provide it promptly and truthfully.

6.7 Customer Communications

You may not mislead customers, hide material terms, turn off or delete customer communications to avoid accountability, block customers to avoid fulfillment or refund obligations, or represent that LuniPay has approved or guaranteed your goods, services, delivery, or business legitimacy.

7. Prohibited Activities

7.1 Illegal Activities

You agree not to use the Platform for any illegal purpose or in violation of any applicable law, regulation, or order. This includes but is not limited to: facilitating illegal goods or services, money laundering, terrorist financing, fraud, or any other criminal activity.

7.2 Prohibited Goods and Services

You agree not to use the Platform to collect payments for any of the following, or for any business category prohibited or restricted by Stripe:

• Illegal drugs or controlled substances
• Weapons, explosives, or dangerous materials
• Counterfeit goods or intellectual property infringement
• Adult content or services
• Gambling or betting services (unless specifically licensed and compliant)
• Unlicensed financial services or unlicensed lending
• Fraudulent products or services
• Stolen goods or services
• Services involving discrimination based on protected characteristics
• Any goods or services that violate law or public policy

Stripe may update its prohibited and restricted business rules from time to time. If Stripe determines that your business or transaction activity is prohibited or restricted, LuniPay may restrict payments, pause payouts, require additional information, refund transactions, or terminate your account.

7.3 Fraud and Deception

You agree not to engage in any fraudulent activity, including but not limited to: misrepresenting yourself or your business, creating false invoices, submitting fraudulent charges, or deceiving customers about the nature of goods or services.

7.4 Money Laundering and Sanctions

You agree not to use the Platform in connection with money laundering, terrorist financing, sanctions evasion, or any activity intended to circumvent financial regulations. You represent that neither you nor your business is identified on any government sanctions list, and you are not conducting business with any sanctioned individuals or entities.

7.5 Platform Abuse

You agree not to:

• Attempt to hack, disable, or interfere with the Platform's security or functionality
• Reverse engineer or attempt to derive LuniPay's source code or algorithms
• Scrape or extract data from the Platform without authorization
• Attempt to gain unauthorized access to other users' accounts
• Spam or harass customers or other users
• Create multiple accounts to circumvent restrictions or limits
• Use automated tools or bots to access the Platform (except as authorized)

7.6 Violation Consequences

Any violation of this Section 7 may result in immediate account suspension or termination without notice. LuniPay may also report violations to law enforcement authorities, payment processors, or other relevant agencies.

8. Fraud, Reviews, and Platform Risk

8.1 Merchant Responsibility for Fraud

You bear full and exclusive responsibility for all fraud, unauthorized activity, and fraudulent transactions on your account. This includes but is not limited to: unauthorized account access, fraudulent invoices, unauthorized charges, identity theft, phishing attacks targeting your customers, and any other fraudulent activity related to your business operations.

8.2 Merchant Fraud Liability

LuniPay is not responsible for, and disclaims all liability for, any fraudulent activity conducted by you or through your account. You acknowledge that LuniPay cannot detect or prevent all fraud, and LuniPay assumes no obligation to monitor your account for fraudulent activity. LuniPay shall not be held liable for losses resulting from fraud committed by you or fraud occurring through your account.

8.3 Account Suspension for Fraud Risk

LuniPay reserves the right to immediately suspend or freeze your account, pause payouts, hold reserves, disable payment acceptance, request additional information, or refund transactions if we suspect or detect fraudulent activity, without prior notice or explanation. We are not required to provide advance warning, and you are not entitled to advance explanation of the reasons for suspension where disclosure would create risk. Suspension may be indefinite pending investigation.

8.4 No Liability for Security Breaches Not Caused by LuniPay

If your account is compromised due to your own negligence (weak passwords, credential sharing, phishing, etc.), you assume full responsibility for all resulting losses. LuniPay is not liable for unauthorized access resulting from compromised credentials, regardless of the cause.

8.5 No Fraud Guarantee

LuniPay does not guarantee complete fraud protection or prevention. While LuniPay may employ fraud detection measures, we make no representation that these measures will catch all fraudulent activity. You are responsible for implementing your own fraud prevention practices and verification procedures.

8.6 Indemnification for Fraud Losses

You agree to indemnify, defend, and hold harmless LuniPay, its affiliates, and their officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorney's fees) arising from or related to fraudulent activity on your account or fraudulent use of the Platform by you or any person acting under your account.

8.7 Customer Complaints and Evidence Reviews

If a customer alleges fraud, non-delivery, misrepresentation, unauthorized payment, or another serious issue, LuniPay may request information from both the customer and the merchant. Evidence may include screenshots, invoices, receipts, order confirmations, proof of delivery or pickup, tracking or reference numbers, business verification, customer details collected for the transaction, and full communication history. Failure to provide credible evidence may result in payout pauses, reserves, refunds, account restrictions, or termination.

8.8 Platform Risk Decisions

LuniPay may make risk decisions based on available information, including Stripe data, payment records, customer evidence, merchant evidence, public business information, transaction patterns, chargeback rates, complaint history, and compliance requirements. These decisions may be made before a card-network chargeback exists and may include refunding a customer where the merchant cannot show that the sale was legitimate or fulfilled.

9. Chargebacks and Payment Disputes

9.1 Chargeback Responsibility

You are solely responsible for managing and responding to chargebacks and payment disputes initiated by your customers. A chargeback occurs when a customer disputes a transaction with their card issuer. When a chargeback is initiated, you are obligated to respond with evidence supporting the legitimacy of the transaction.

9.2 Chargeback Fees

For each chargeback or payment dispute, you are responsible for the disputed amount and a J$2,500 dispute handling fee charged by LuniPay, regardless of the outcome of the dispute. Stripe may also charge its own dispute-related fees. Dispute fees are non-refundable and will be deducted from your account balance or future payouts.

9.3 Chargeback Response Obligations

When notified of a chargeback, you have a limited time (typically 7-14 days, but sometimes shorter depending on the card network or Stripe deadline) to submit evidence supporting your transaction. Evidence may include: invoice copies, customer communication, proof of delivery, transaction authorization records, and other documentation demonstrating that the transaction was legitimate and authorized.

9.4 Chargeback Shield and Evidence Support

LuniPay may provide dispute tools, deadline tracking, evidence organization, chargeback monitoring, and support preparing or submitting evidence through Stripe. Any support LuniPay provides does not guarantee a win and does not transfer responsibility for the transaction to LuniPay. The outcome of chargeback disputes is determined by payment processors, card networks, and card issuers, not by LuniPay. You accept responsibility for chargeback outcomes and cannot hold LuniPay liable for chargeback losses except where liability cannot be limited by law.

9.5 Repeated Chargebacks

If your account experiences excessive chargebacks (typically exceeding 1% of transaction volume over a rolling period), Stripe may impose restrictions on your account, including transaction limits or account termination. LuniPay cannot prevent or appeal these Stripe decisions.

9.6 Dispute Information Access

LuniPay provides access to dispute information through your account dashboard and may notify you by email or in-app notices. You are responsible for monitoring and responding to disputes within the timeframes specified by Stripe. If you do not respond in time or provide adequate evidence, the dispute may be lost and the disputed amount, fees, and related losses may be deducted from your balance or future payouts.

10. Intellectual Property Rights

10.1 LuniPay Ownership

LuniPay owns all intellectual property in the Platform, including all software, design, code, algorithms, documentation, and branding. This includes but is not limited to copyrights, trademarks, trade secrets, and any other intellectual property rights. You are not granted ownership of any intellectual property.

10.2 Limited License

LuniPay grants you a limited, non-exclusive, non-transferable license to access and use the Platform solely for your business purposes, subject to these Terms. This license is revocable at any time and terminates immediately upon termination of your account.

10.3 Restrictions on Use

You may not:

• Copy, modify, or create derivative works of the Platform
• Reverse engineer, decompile, or attempt to derive source code
• Rent, lease, sell, or transfer your license to others
• Remove or obscure any copyright, trademark, or proprietary notices
• Use the Platform to build competing products or services
• Use the Platform for any purpose beyond your authorized business use

10.4 Your Content

You retain ownership of invoices and customer data that you create or upload to the Platform. However, you grant LuniPay a non-exclusive, worldwide license to use, process, store, reproduce, display, and transmit your data as needed to provide the Platform, process payments, send invoices and receipts, support customers, investigate disputes or complaints, comply with legal and Stripe requirements, enforce these Terms, and create aggregated analytics and reports.

10.5 Trademark Usage

You may not use LuniPay's name, logo, or trademarks without prior written permission. Any unauthorized use of LuniPay's branding is prohibited.

11. Data Privacy and Security

11.1 Privacy Policy

LuniPay's use of your personal and business data is governed by our separate Privacy Policy, which is incorporated herein by reference. Please review the Privacy Policy at https://www.lunipay.io/privacy to understand our data handling practices.

11.2 Security Measures

LuniPay uses security measures designed to protect your data, including encryption, access controls, monitoring, and security reviews and testing appropriate for the Service. However, LuniPay does not guarantee absolute security. No online platform is 100% secure, and you use the Platform at your own risk.

11.3 Third-Party Data Access

LuniPay shares data with Stripe, which is necessary to provide payment processing, connected-account, payout, refund, dispute, and verification services. LuniPay may also share data with infrastructure, analytics, email, push-notification, wallet, support, and security providers described in our Privacy Policy. Stripe's privacy practices are governed by Stripe's Privacy Policy. LuniPay may also be required to share data with law enforcement, government agencies, card networks, banks, affected customers, or other third parties as required by law or necessary to investigate fraud, disputes, complaints, or platform risk.

11.4 Data Retention

LuniPay retains your data for as long as necessary to provide services and comply with legal obligations. After account termination, LuniPay may retain data for legal, compliance, or business purposes for an extended period.

11.5 PCI Compliance

LuniPay does not directly handle credit card data. All payment card data is processed by Stripe in accordance with PCI DSS compliance standards. You are responsible for complying with PCI requirements in your use of the Platform.

12. Third-Party Services and Integrations

12.1 Stripe Terms Apply

Your use of Stripe's payment processing and connected-account services is subject to Stripe's Terms of Service, Connected Account Agreement, service agreement type, restricted business rules, and other Stripe policies. LuniPay does not control Stripe's operations, and Stripe's decisions regarding payment processing, account suspension, reserves, capabilities, payout failures, requirements, or fee changes are outside LuniPay's control. By using LuniPay, you agree to be bound by Stripe's terms and policies.

12.2 Stripe Connect Platform Authority

You authorize LuniPay to interact with Stripe as your Connect platform, including creating or managing your connected account, accessing account and transaction data, submitting information to Stripe, configuring payout settings, collecting application fees, creating transfers or reversals, processing refunds, responding to disputes, pausing or resuming payouts, and taking other actions permitted by Stripe Connect or required to provide the Platform.

12.3 Third-Party Integrations

LuniPay may integrate with third-party services (e.g., WhatsApp, email providers, accounting software). Your use of these integrations is subject to the terms and privacy policies of those third parties. LuniPay is not responsible for third-party services and does not guarantee their availability or performance.

12.4 No Endorsement

LuniPay's integration with third-party services does not constitute an endorsement of those services. You are responsible for reviewing and understanding the terms of any third-party services you use in connection with LuniPay.

12.5 Availability and Changes

LuniPay may modify, suspend, or discontinue integrations with third-party services at any time, without notice. LuniPay is not liable for any disruption or loss resulting from changes to third-party integrations.

13. Limitation of Liability

13.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. LUNIPAY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. LUNIPAY DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR SPECIFIC REQUIREMENTS.

13.2 Limitation of Damages

IN NO EVENT SHALL LUNIPAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF LUNIPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Cap on Liability

LUNIPAY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS AND YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO LUNIPAY DURING THE 12 MONTHS PRECEDING THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, LUNIPAY'S LIABILITY SHALL NOT EXCEED $100 USD.

13.4 No Liability for Third-Party Actions

LuniPay is not liable for any actions, omissions, or failures of third parties, including Stripe, payment card networks, or other payment processors. All limitations on LuniPay's liability apply equally to these third parties when acting in connection with the Platform.

13.5 Applicability

These limitations apply to the fullest extent permitted by law. If any limitation is found to be unenforceable, the remaining limitations shall continue to apply.

14. Indemnification

14.1 Broad Indemnification Obligation

You agree to indemnify, defend (with counsel acceptable to LuniPay), and hold harmless Lunipay LLC, its affiliates, subsidiaries, parent companies, officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to:

• Your use of the Platform or violation of these Terms
• Your business operations or the goods/services you offer
• Any fraudulent activity on your account
• Chargebacks or payment disputes initiated by your customers
• Customer complaints, refund claims, non-delivery claims, or fulfillment disputes
• Payout reversals, reserves, setoffs, or negative balances caused by your transactions
• Your violation of any law or regulation
• Claims by third parties related to your use of the Platform
• Your breach of customer privacy or data protection obligations
• Any unauthorized use of your account
• Intellectual property infringement claims related to your content
• Any other claim arising from your conduct or use of the Platform

14.2 Control of Defense

LuniPay shall have the right to control the defense of any indemnified claim, including selection of counsel and settlement negotiations. You must cooperate fully with LuniPay in the defense of any claim and may not settle without LuniPay's written consent.

14.3 No Limitation

This indemnification obligation is separate from and in addition to all other limitations of liability in these Terms. The indemnification obligation survives indefinitely after termination of your account.

15. Termination

15.1 Termination by LuniPay

LuniPay may terminate, suspend, restrict, or limit your account and access to the Platform at any time, for any reason permitted by law, with or without cause, and with or without notice. LuniPay is not required to provide advance warning, explanation, or opportunity to cure where immediate action is needed for fraud, security, legal, Stripe, payment-network, or platform-risk reasons. Termination or restriction may be effective immediately.

15.2 Grounds for Immediate Termination

LuniPay may immediately terminate your account without notice if:

• We suspect or detect fraudulent activity on your account
• Your business violates any law or engages in prohibited activities
• You violate any material provision of these Terms
• You exceed chargeback or fraud thresholds
• You misrepresent your business or information
• You fail to provide requested fulfillment, delivery, identity, or business evidence
• Stripe terminates your Stripe Connect account
• We determine you pose a risk to LuniPay or other users
• Your business appears on government sanctions lists

15.3 Termination by You

You may terminate your account by requesting deletion through your account settings. Termination by you does not affect your obligations for transactions already processed or fees already incurred.

15.4 Effect of Termination

Upon termination:

• Your access to the Platform is immediately revoked
• Your account may be deleted or archived
• Any outstanding fees remain due and payable
• Pending transactions may be cancelled, completed, refunded, reversed, held, or reviewed based on Stripe's determination, LuniPay's risk review, applicable law, or payment-network requirements
• Remaining balances may be used to cover refunds, chargebacks, disputes, fees, reserves, negative balances, or amounts owed before any remaining funds are released
• Your customer data may be retained for legal/compliance purposes
• All obligations under these Terms survive termination

15.5 No Refunds Upon Termination

Termination does not result in refund of any fees paid. Transaction fees and any payout request fees already charged are earned when the underlying transaction or payout request is processed and are non-refundable.

15.6 Surviving Obligations

The following provisions survive termination indefinitely: Indemnification, Limitation of Liability, Payment Obligations, Intellectual Property Rights, and any other obligations explicitly stated to survive.

16. Dispute Resolution and Governing Law

16.1 Governing Law

These Terms and all disputes arising from or related to the Platform are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. You agree that Delaware law applies regardless of your location or the location of the LuniPay servers.

16.2 Mandatory Arbitration

Any dispute, claim, or controversy arising from or related to these Terms, your account, or your use of the Platform shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in New York, New York, or another location agreed upon by both parties. Each party shall bear its own costs, plus a proportional share of arbitration administrative fees.

16.3 Arbitration Procedures

The arbitration shall be conducted by a single neutral arbitrator unless the claim exceeds $250,000 USD, in which case three arbitrators shall be appointed. The arbitrator shall apply Delaware law and may award any relief that would be available in court. The arbitration shall be conducted confidentially, and the arbitrator's decision shall be final and binding.

16.4 Class Action Waiver

YOU AND LUNIPAY AGREE THAT ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE THE RIGHT TO PURSUE CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE CLAIMS AGAINST LUNIPAY. All claims must be brought individually, and you may not combine your claim with claims of other parties. The arbitrator cannot award class-wide relief.

16.5 Exceptions to Arbitration

Notwithstanding the arbitration requirement, the following claims may be brought in court:

• Claims for injunctive or equitable relief to prevent irreparable harm
• Claims seeking enforcement of arbitration awards
• Claims by LuniPay for non-payment of fees or breach of payment obligations

16.6 Statute of Limitations

Regardless of any other provision, any claim or action arising from these Terms must be brought within one (1) year after the cause of action arises, or the claim is forever barred.

16.7 Jurisdiction

To the extent any claim cannot be arbitrated, you agree to exclusive jurisdiction and venue in the courts located in New Castle County, Delaware.

17. Modifications to Terms

17.1 Right to Modify

LuniPay reserves the right to modify these Terms at any time, in its sole discretion. When material changes are made, LuniPay will provide notice by posting the updated Terms on the Platform with an updated "Last Updated" date and may provide email notification of significant changes.

17.2 Acceptance of Modified Terms

Your continued use of the Platform after modifications are posted constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and request account termination.

17.3 Immediate Operational Changes

Some changes may take effect immediately where they are required by law, Stripe, card networks, security needs, fraud prevention, compliance, or new operational requirements. Your responsibility is to regularly review these Terms to stay informed of changes.

18. Contact Information

18.1 Support and Inquiries

For questions about the Platform or these Terms, you may contact LuniPay at:

18.2 Legal Notices

For legal notices or service of process, correspondence should be sent to the address above, marked "Attention: Legal." LuniPay shall have the right to update this address by posting notice on the Platform.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and LuniPay regarding the Platform and supersede all prior negotiations, understandings, and agreements, whether written or oral.

19.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect. LuniPay shall have the right to modify the invalid provision to make it enforceable while maintaining the original intent.

19.3 Waiver

The failure of LuniPay to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it in the future. No waiver is valid unless in writing and signed by LuniPay.

19.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without LuniPay's prior written consent. Any attempted assignment without consent is void. LuniPay may assign its rights to any affiliate or successor without your consent.

19.5 No Third-Party Beneficiaries

These Terms are for the benefit of you and LuniPay only. No third party has any rights or claims under these Terms.

19.6 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

19.7 Counterparts

These Terms may be accepted electronically, and electronic signatures have the same legal effect as original signatures.

19.8 Export Compliance

The Platform may be subject to US export laws. You agree not to export or re-export the Platform to any US-embargoed countries or to any person or entity on US government sanctions lists.

19.9 Interpretation

These Terms shall be construed fairly according to their terms and shall not be construed against either party based on who drafted them. The use of "including" means "including without limitation."

19.10 Force Majeure

LuniPay shall not be liable for delays or failures in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, wars, terrorism, or government actions. However, this does not excuse payment obligations or eliminate liability for fraud.