Legal

Merchant Services Agreement

Effective date: 15 April 2026 · Version 1.0

This Merchant Services Agreement (this “Agreement”) is a binding contract between NodeRails (“NodeRails,” “we,” “us,” or “our”) and the business entity or sole proprietor that registers for and uses a NodeRails merchant account (the “Merchant,” “you,” or “your”). This Agreement sets forth the terms under which NodeRails will provide payment acceptance, settlement, reporting, and related technology services to Merchant, and under which Merchant will use those services in connection with Merchant's lawful commercial activities.

By clicking “I agree,” completing merchant onboarding, creating an account, or accessing or using any part of the Services (as defined below), you acknowledge that you have read, understood, and agree to be bound by this Agreement on behalf of yourself and, if applicable, the business you represent. If you accept on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind that entity. If you do not agree, you must not use the Services.

1. Incorporation of Related Documents

This Agreement incorporates by reference, as if fully set forth herein, the following documents as they may be updated from time to time: (a) the NodeRails Terms and Conditions; (b) the NodeRails Privacy Policy; (c) any pricing schedule, order form, or plan documentation applicable to your account; (d) our published prohibited and restricted business policies; and (e) any product-specific or feature-specific terms disclosed in the dashboard or developer documentation at the time you enable a feature. In the event of a conflict between this Agreement and a separately executed written enterprise agreement signed by both parties, the enterprise agreement will control with respect to the subject matter of that conflict.

2. Definitions

Capitalized terms used in this Agreement have the meanings set forth below or in the section where they first appear.

“Applicable Law” means all laws, statutes, regulations, rules, orders, and binding guidance of any governmental, regulatory, or self-regulatory authority that applies to a party or to a transaction processed under this Agreement, including without limitation laws relating to anti-money laundering (“AML”), countering the financing of terrorism (“CFT”), economic and trade sanctions, consumer protection, privacy and data protection, tax, securities, and payment services.
“Authorized User” means any employee, contractor, or agent of Merchant whom Merchant permits to access the dashboard, APIs, or other administrative interfaces under Merchant's account.
“Banking Partner” means a licensed bank, electronic money institution, payment institution, or other regulated financial services provider that NodeRails uses or makes available to facilitate fiat conversion, virtual account references, bank settlement, or off-ramp services for Merchant.
“Charge” means a payment initiated by a Customer in favor of Merchant through the Services, whether in digital assets or, where supported, fiat.
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
“Customer” means an end user, purchaser, or payer who initiates a Charge to Merchant through checkout, a payment link, an invoice, a subscription renewal, or another payment flow enabled by the Services.
“Digital Assets” means cryptocurrencies, stablecoins, and other digital tokens supported by the Services on one or more blockchain networks.
“Dispute” means a Customer claim, chargeback, reversal request, or formal dispute raised through the Services or under Applicable Law in connection with a Charge.
“Fees” means all platform fees, processing fees, subscription fees, and other amounts payable by Merchant to NodeRails as disclosed in the applicable pricing plan or order form.
“Merchant Data” means information submitted by or on behalf of Merchant to the Services, including business profile data, product catalogs, pricing, Customer contact information submitted by Merchant, API payloads, and settlement instructions.
“Network” means a supported blockchain or distributed ledger protocol (for example, EVM-compatible chains, Solana, or Sui) through which on-chain payment flows are executed.
“Platform” means the NodeRails software, hosted infrastructure, APIs, SDKs, dashboards, documentation, and related tools made available to Merchant under this Agreement.
“Reserve” means an amount of settlement proceeds that NodeRails or a Banking Partner withholds temporarily to secure Merchant's obligations under this Agreement.
“Services” means the Platform and all payment, settlement, reporting, compliance, and ancillary services NodeRails provides to Merchant under this Agreement, including hosted checkout, payment links, invoicing, subscriptions, on-chain capture and escrow, payout initiation, optional fiat settlement features, virtual account references, webhooks, and developer integrations.
“Settlement” means the transfer of funds resulting from a captured Charge to Merchant or to Merchant's designated Settlement Account, net of Fees, reserves, offsets, and adjustments permitted under this Agreement.
“Settlement Account” means the blockchain wallet address, bank account, or other destination designated by Merchant in the dashboard or via API to receive Settlement proceeds.
“Transaction Data” means data generated by or in connection with Charges, including amounts, currencies, token types, chain identifiers, wallet addresses, transaction hashes, timestamps, and status events.
“Virtual Account” means a unique account reference, routing identifier, or similar banking credential issued by a Banking Partner and assigned to Merchant for the purpose of receiving bank Settlement of Merchant's funds. A Virtual Account is not a deposit account maintained by NodeRails.

3. Scope of Services and Role of the Parties

3.1 Services Provided

Subject to this Agreement and successful completion of onboarding, NodeRails will make the Services available to Merchant for Merchant's internal business use. The Services may include, without limitation:

Hosted checkout pages, payment links, and invoice payment flows;
Recurring billing and subscription management, including automated renewal charges where supported on a given Network;
On-chain payment authorization, capture, escrow, dispute, refund, and settlement orchestration through smart contracts and program logic deployed on supported Networks;
Merchant dashboards, transaction reporting, webhook notifications, and exportable records;
REST and SDK-based APIs for payment intent creation, checkout session management, and post-payment operations;
Payout and settlement tooling to transfer captured proceeds to Merchant-designated Settlement Accounts;
Optional fiat settlement pathways, including conversion and bank transfer services performed by Banking Partners and, where enabled, Virtual Account references for bank Settlement; and
Risk, compliance, and fraud-screening tools that support Merchant onboarding and transaction monitoring.

3.2 Technology Provider; Non-Custodial Model

Merchant acknowledges that NodeRails is a technology and payments infrastructure provider. Except as expressly stated in a separate written agreement with a Banking Partner or as required by Applicable Law, NodeRails does not: (a) take custody of Customer or Merchant Digital Assets; (b) control private keys for Merchant wallets; (c) operate as a bank, trust company, broker-dealer, or registered exchange; or (d) hold fiat balances on behalf of Merchant. On-chain funds are moved according to protocol rules and Merchant instructions through escrow and settlement flows on supported Networks. Fiat Settlement, where available, is performed by Banking Partners into accounts held in Merchant's name or for Merchant's benefit, subject to the Banking Partner's terms and Applicable Law.

3.3 No Guarantee of Availability

NodeRails may modify, suspend, or discontinue features of the Services from time to time. Support for particular Networks, tokens, fiat currencies, or Banking Partners may change based on technical, legal, or commercial considerations. NodeRails will use commercially reasonable efforts to provide advance notice of material deprecations that affect production integrations, except where immediate action is required for security, compliance, or network integrity.

4. Merchant Onboarding, Eligibility, and Account Security

4.1 Eligibility

To register for and maintain a merchant account, Merchant must:

Be duly organized and validly existing under the laws of its jurisdiction of formation, or be a natural person of legal age with capacity to contract;
Conduct business only in jurisdictions where use of the Services is permitted by Applicable Law and by NodeRails policy;
Not be listed on, owned or controlled by a person listed on, or located in a country or territory subject to comprehensive sanctions administered by the United States, United Kingdom, European Union, or other applicable authority;
Sell only lawful goods and services that comply with this Agreement and NodeRails prohibited-business policies; and
Complete all onboarding steps requested by NodeRails or a Banking Partner, including identity verification, beneficial ownership disclosure, and source-of-funds or business model documentation where reasonably requested.

4.2 Know Your Business and Enhanced Due Diligence

Merchant will provide accurate and complete information during onboarding and will update that information promptly upon any material change. NodeRails and its Banking Partners may conduct initial and periodic know-your-business (“KYB”), know-your-customer (“KYC”), and enhanced due diligence reviews. Merchant will cooperate fully, including by providing additional documentation, explanations of business model, expected transaction volumes, geographies, and counterparties, and responses to questionnaires. Failure to cooperate may result in delayed activation, restricted features, suspension, or termination.

4.3 Account Credentials and Authorized Users

Merchant is responsible for all activity occurring under its account, including activity by Authorized Users. Merchant will: (a) maintain strong authentication for dashboard access; (b) restrict API keys and secrets to personnel with a need to know; (c) rotate compromised credentials promptly; and (d) notify NodeRails immediately at business@noderails.com upon discovery of unauthorized access or suspected credential theft. NodeRails may suspend API access upon reasonable belief of compromise until Merchant confirms remediation.

5. Merchant Obligations and Restrictions on Use

5.1 General Merchant Obligations

Merchant agrees that it will:

Use the Services solely for bona fide commercial transactions arising from Merchant's own sales of goods or services;
Present accurate, non-misleading descriptions of goods and services, including price, currency, delivery timelines, recurring billing terms, and cancellation rights;
Honor valid Customer refund and cancellation requests in accordance with Merchant's published policies and Applicable Law;
Maintain adequate customer support channels and respond to Customer inquiries in a timely manner;
Comply with all Applicable Law in every jurisdiction where Merchant offers goods or services to Customers;
Collect, use, and disclose Customer personal data only as permitted by Applicable Law and Merchant's own privacy notices;
Ensure Settlement Account details (wallet addresses, bank account numbers, routing data) are accurate and belong to Merchant or Merchant's duly authorized entity; and
Not interfere with, overload, reverse engineer, decompile, or attempt to derive source code from the Platform except to the limited extent expressly permitted by Applicable Law notwithstanding this restriction.

5.2 Prohibition on Payment Aggregation and Resale

Unless NodeRails provides prior written consent, Merchant may not use the Services to process payments on behalf of third parties, operate as a payment facilitator or aggregator, white-label the Services for unrelated merchants, or resell access to the Platform. Merchant's use must be tied to Merchant's own brand and commercial activity.

5.3 Integration and Technical Requirements

Where Merchant integrates via API or SDK, Merchant is responsible for secure implementation, validation of webhook signatures, idempotent handling of retries, and testing in non-production environments before release. Merchant will not bypass documented APIs or use the Services in a manner that materially degrades platform performance or security.

6. Prohibited and Restricted Businesses

Merchant may not use the Services, directly or indirectly, in connection with any of the following categories, or with any activity that violates Applicable Law or NodeRails published policies (as updated from time to time):

Money laundering, terrorist financing, sanctions evasion, bribery, or corruption;
Fraud, identity theft, account takeover, or misrepresentation of identity or business purpose;
Illegal narcotics, controlled substances sold without required licenses, or unapproved pharmaceuticals;
Child sexual abuse material, exploitation, or any sexual services involving minors;
Human trafficking or forced labor;
Unlicensed money transmission, unregistered securities offerings, Ponzi schemes, pyramid schemes, or deceptive investment programs;
Ransomware, malware distribution, hacking services, or trafficking in stolen data or credentials;
Darknet marketplaces, sale of stolen goods, counterfeit goods, or goods that infringe intellectual property rights;
Gambling or gaming where unlicensed or prohibited in the relevant jurisdiction, or where Merchant lacks required licenses;
Weapons, ammunition, explosives, or dual-use goods exported or sold in violation of export control laws;
Adult content where prohibited by Applicable Law or NodeRails policy, or where age verification and record-keeping requirements are not met;
Any product or service that primarily facilitates evasion of taxes, sanctions, or lawful financial reporting; and
Any other category designated as prohibited or restricted in NodeRails compliance documentation or in writing to Merchant.

NodeRails may decline, block, reverse, or report transactions, and may suspend or terminate Merchant access, where NodeRails reasonably believes a violation of this Section 6 has occurred or is likely to occur.

7. Compliance, AML, CFT, and Sanctions

7.1 NodeRails Compliance Program

NodeRails maintains a risk-based AML/CFT and sanctions compliance program appropriate to its role as a payments technology provider. Elements of the program may include merchant and beneficial owner screening, sanctions and politically exposed persons list checks, on-chain wallet and address screening, transaction monitoring rules, investigation workflows, record retention, and escalation to competent authorities where required by Applicable Law.

7.2 Merchant Cooperation and Independent Responsibility

Merchant acknowledges that NodeRails compliance tools support but do not replace Merchant's own legal obligations. Merchant remains solely responsible for determining whether Merchant's business model, products, Customers, and jurisdictions are lawful and for implementing any Customer due diligence, tax reporting, or licensing required of Merchant independently of the Services.

Merchant agrees that NodeRails and Banking Partners may:

Delay, decline, or cancel Charges or Settlements pending review;
Request additional information about Merchant, Customers, or specific transactions;
Share Merchant information with Banking Partners, screening vendors, auditors, and governmental authorities as permitted or required by Applicable Law and as described in the Privacy Policy;
File suspicious activity reports or other regulatory filings without notice to Merchant where prohibited by law from doing so; and
Terminate or restrict the Services where required by a regulator, Banking Partner, or sanctions authority.

7.3 Sanctions Representations

Merchant represents that neither Merchant nor any beneficial owner, director, or control person of Merchant is a sanctioned person, and that Merchant will not accept payments from or on behalf of sanctioned persons or from jurisdictions subject to comprehensive sanctions, except as authorized by Applicable Law under a valid license.

8. Payment Processing, Capture, Escrow, and Settlement

8.1 Payment Flows

When a Customer initiates a Charge, the Services may authorize and capture funds on-chain through escrow smart contracts or equivalent program logic, or through other supported payment mechanics. Capture may require Customer wallet authorization, permit signatures, subscription wallet rules, or native asset transfers depending on Network and token type. Merchant acknowledges that blockchain transactions are generally irreversible once confirmed, subject to dispute, refund, and settlement rules implemented in the Platform and on-chain programs.

8.2 Escrow, Dispute Windows, and Timelocks

Captured funds may be held in escrow for a dispute window and settlement timelock period disclosed in Merchant's plan or dashboard. During the dispute window, Customers may raise Disputes through NodeRails customer dispute flows where enabled. Merchant must respond to Disputes with supporting evidence within the time limits shown in the dashboard. Failure to respond may result in automatic resolution in favor of the Customer where permitted by platform rules and Applicable Law.

8.3 On-Chain Settlement

Following expiration of applicable timelocks and resolution of open Disputes, net proceeds will be released to Merchant's designated on-chain Settlement Account, minus Fees, reserves, chargebacks, refunds, and other offsets permitted under this Agreement. Settlement timing depends on Network congestion, protocol rules, and completion of compliance review. NodeRails does not guarantee a fixed on-chain confirmation time.

8.4 Fiat Settlement and Virtual Accounts

Where Merchant enables fiat Settlement, conversion from Digital Assets to fiat and transfer to Merchant's bank account will be performed by a Banking Partner. Virtual Accounts, where offered, are provided solely as a mechanism for Banking Partners to identify and credit Settlement proceeds to Merchant. Virtual Accounts are not used for Customer payment collection in standard merchant checkout flows unless expressly described in feature documentation for a specific product. NodeRails does not operate Virtual Accounts as bank accounts and does not accept fiat deposits on behalf of Merchant except through Banking Partner arrangements subject to separate partner terms.

Fiat Settlement may be subject to Banking Partner cut-off times, banking holidays, FX spreads, wire fees, minimum transfer thresholds, and additional KYB requirements. Merchant is responsible for providing accurate bank details and for any rejections caused by incorrect or incomplete instructions.

8.5 Erroneous Settlement and Recovery

If NodeRails or a Banking Partner credits Merchant with amounts that were not owed (including duplicate credits, processing errors, or amounts later determined to be fraudulent or subject to reversal), Merchant authorizes NodeRails to debit Merchant's pending or future Settlements or to invoice Merchant for direct reimbursement. Merchant will cooperate in returning erroneous funds within five (5) business days of written notice where practicable.

9. Subscriptions and Recurring Billing

Where Merchant uses subscription or recurring billing features, Merchant is responsible for: (a) obtaining all legally required consents from Customers for recurring charges, including clear disclosure of amount, frequency, and cancellation method; (b) honoring cancellation requests promptly; and (c) ensuring that renewal amounts comply with Applicable Law and the authorization limits applicable on the relevant Network (for example, on-chain subscription wallet budgets and per-charge caps on Sui). NodeRails may attempt automated renewal captures where authorized by Customer and supported by the platform; failed renewals may be reported in the dashboard. Merchant remains liable for disputes and refunds arising from subscription billing practices.

10. Fees, Billing, and Taxes

10.1 Platform Fees

Merchant agrees to pay Fees as set forth in the applicable pricing plan, order form, or dashboard. Unless otherwise stated, platform Fees include blockchain network execution costs for supported payment flows orchestrated by NodeRails (such as sponsored or platform-submitted transactions on certain Networks). Separate network fees paid directly by Customers from their wallets are not NodeRails Fees.

10.2 Banking and Third-Party Charges

Fees charged by Banking Partners for fiat conversion, wires, Virtual Accounts, or FX are disclosed when Merchant enables the relevant feature or in Banking Partner documentation. Merchant is responsible for those third-party charges unless expressly included in a custom enterprise quote.

10.3 Fee Changes

NodeRails may change standard Fees upon at least thirty (30) days' notice to Merchant via dashboard or email, unless a shorter period is required by law or a Banking Partner. Continued use of the Services after the effective date of a fee change constitutes acceptance. Custom enterprise pricing is governed by the applicable order form.

10.4 Taxes

Fees are exclusive of taxes unless stated otherwise. Merchant is solely responsible for determining, collecting, reporting, and remitting all taxes associated with Merchant's sales (including VAT, GST, sales tax, and digital services taxes). Merchant will provide valid tax identification numbers and documentation reasonably requested by NodeRails or Banking Partners.

11. Refunds, Disputes, Chargebacks, and Offsets

Merchant must maintain a clear, accessible refund and cancellation policy and honor it consistently;
Merchant authorizes NodeRails to process refunds and dispute outcomes through on-chain refund mechanisms or other supported flows where Merchant initiates or accepts a refund, or where a Dispute is resolved against Merchant;
Amounts owed by Merchant due to refunds, Disputes, chargebacks, fines, or penalties may be deducted from pending or future Settlements without prior notice to the extent permitted by Applicable Law;
Merchant remains liable for negative balances if Settlements are insufficient to cover amounts owed; and
Elevated dispute rates, refund rates, or fraud indicators may trigger reserves, delayed Settlement, enhanced monitoring, or termination under Section 14.

12. Reserves and Settlement Holds

To manage credit, fraud, and compliance risk, NodeRails or a Banking Partner may establish a Reserve or place a hold on Settlement proceeds. Circumstances that may trigger a Reserve include, without limitation: elevated chargeback or dispute ratios; unusual transaction patterns; new Merchant accounts with limited processing history; regulatory inquiry; Banking Partner requirement; or suspected breach of this Agreement. NodeRails will communicate Reserve terms through the dashboard where permitted by law. Reserves will be reviewed periodically and released when underlying risk factors have been addressed, subject to offsets for amounts Merchant owes.

13. Data Protection, Security, and Records

13.1 Privacy

Each party will comply with Applicable Law governing personal data. NodeRails processing of personal data is described in the Privacy Policy. Merchant must provide appropriate notices to Customers and obtain required consents for personal data Merchant submits to the Services.

13.2 Security

NodeRails implements technical and organizational measures designed to protect the Platform and Transaction Data. Merchant is responsible for securing its systems, integrations, and wallets. Neither party guarantees absolute security of internet-connected systems.

13.3 Records and Audit

NodeRails will maintain Transaction Data and compliance records in accordance with its retention policies and Applicable Law. Merchant will maintain complete and accurate books and records relating to transactions processed through the Services for at least five (5) years or longer if required by Applicable Law. Upon reasonable notice, Merchant will provide NodeRails or Banking Partners with information necessary to respond to regulatory inquiries, Disputes, or audits related to Merchant's use of the Services.

14. Suspension, Termination, and Effect of Termination

14.1 Term

This Agreement begins on the date of electronic acceptance and continues until terminated as provided herein.

14.2 Termination by Merchant

Merchant may terminate this Agreement at any time by closing its account and ceasing use of the Services, subject to completion of pending Settlements, Disputes, and payment of outstanding Fees.

14.3 Suspension and Termination by NodeRails

NodeRails may suspend or terminate Merchant's access to all or part of the Services immediately if: (a) required by Applicable Law, regulator, or Banking Partner; (b) Merchant breaches this Agreement; (c) NodeRails reasonably suspects fraud, sanctions evasion, or prohibited activity; or (d) continued provision poses material security or reputational risk. Where practicable, NodeRails will provide notice and an opportunity to cure material breaches, except in cases requiring immediate action.

14.4 Effect of Termination

Upon termination, Merchant's license to use the Services ends. NodeRails will pay Merchant any net amounts due for completed Settlements, subject to reserves, offsets, open Disputes, chargebacks, and Applicable Law. Sections that by their nature should survive (including definitions, fees owed, confidentiality, indemnification, limitation of liability, dispute resolution, and governing law) survive termination.

15. Representations and Warranties

Merchant represents and warrants to NodeRails on the effective date and continuously thereafter that:

Merchant has full power and authority to enter into and perform this Agreement;
All information provided to NodeRails is true, accurate, complete, and not misleading;
Merchant's use of the Services and each Charge processed complies with this Agreement and Applicable Law;
Merchant owns or has all necessary rights in Merchant Data and content displayed through the Services;
Merchant is not subject to sanctions and will not process transactions for sanctioned persons or prohibited jurisdictions; and
Proceeds of transactions processed through the Services are not derived from unlawful activity.

16. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NODERAILS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NODERAILS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF MALICIOUS CODE, OR THAT BLOCKCHAIN NETWORKS, BANKING PARTNERS, OR THIRD-PARTY SERVICES WILL OPERATE WITHOUT FAILURE. NODERAILS IS NOT RESPONSIBLE FOR DIGITAL ASSET PRICE VOLATILITY, FORK EVENTS, SMART CONTRACT VULNERABILITIES OUTSIDE NODERAILS' REASONABLE CONTROL, OR ACTIONS OF MINERS, VALIDATORS, OR NETWORK PARTICIPANTS.

17. Indemnification

Merchant will defend, indemnify, and hold harmless NodeRails, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any third-party claims, demands, actions, losses, damages, fines, penalties, and reasonable attorneys' fees arising out of or relating to: (a) Merchant's breach of this Agreement; (b) Merchant's products, services, marketing, or Customer relationships; (c) Merchant's violation of Applicable Law; (d) Merchant Data or content provided by Merchant; (e) disputes, refunds, or reversals attributable to Merchant's transactions; or (f) gross negligence or willful misconduct by Merchant. NodeRails may assume control of the defense of any indemnified claim at Merchant's expense, and Merchant will cooperate fully.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NODERAILS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (I) THE TOTAL PLATFORM FEES PAID BY MERCHANT TO NODERAILS IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Confidentiality

Each party (the “Receiving Party”) will use the other party's Confidential Information only to perform under this Agreement and will protect it using at least the same degree of care the Receiving Party uses for its own confidential information, but no less than reasonable care. The Receiving Party may disclose Confidential Information to employees, contractors, and professional advisors with a need to know and who are bound by confidentiality obligations, and as required by Applicable Law or court order (with notice to the disclosing party where legally permitted). Confidential Information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party without restriction.

20. Intellectual Property

NodeRails and its licensors retain all right, title, and interest in the Platform, Services, documentation, APIs, SDKs, trademarks, and all related intellectual property. Subject to this Agreement, NodeRails grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for Merchant's internal business purposes during the term. Merchant grants NodeRails a non-exclusive license to use Merchant's name, logos, and product descriptions as necessary to operate the Services (including on checkout pages, receipts, and customer communications) and, with Merchant's prior consent, in marketing materials.

21. Changes to This Agreement

NodeRails may amend this Agreement from time to time. Material changes will be notified through the dashboard, by email to the address associated with Merchant's account, or by posting an updated version at noderails.com/msa with a revised effective date. Changes become effective on the stated effective date unless Applicable Law requires a different notice period. Merchant's continued use of the Services after the effective date constitutes acceptance of the amended Agreement. If Merchant does not agree to an amendment, Merchant must stop using the Services and close its account before the effective date.

22. General Provisions

Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.
Assignment. Merchant may not assign or transfer this Agreement, in whole or in part, without NodeRails' prior written consent. NodeRails may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets upon notice to Merchant.
Notices. NodeRails may provide operational and legal notices through the dashboard, email, or the contact details on Merchant's account. Legal notices to NodeRails must be sent to business@noderails.com with a copy to any address specified in Merchant's enterprise order form, if applicable.
Force majeure. Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, government actions, internet or telecommunications failures, blockchain network outages, consensus failures, or Banking Partner disruptions, provided the affected party uses reasonable efforts to mitigate impact.
Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
No waiver. Failure to enforce any provision is not a waiver of future enforcement. Any waiver must be in writing signed by the waiving party.
Entire agreement. This Agreement, together with incorporated documents, constitutes the entire agreement between the parties regarding the Services and supersedes all prior negotiations and agreements, whether oral or written, relating to the same subject matter.
Third-party beneficiaries. Banking Partners may be intended third-party beneficiaries of provisions necessary to enable fiat Settlement, to the extent required by their agreements with NodeRails.

23. Governing Law and Dispute Resolution

This Agreement is governed by the laws specified in Merchant's signed order form. If no governing law is specified, this Agreement is governed by the laws of the jurisdiction of NodeRails' principal place of business, without regard to conflict-of-law principles that would require application of another jurisdiction's laws. The parties will attempt in good faith to resolve any dispute arising out of this Agreement through informal negotiation for at least thirty (30) days after one party delivers written notice of the dispute to the other. If the dispute is not resolved, it will be submitted to the exclusive jurisdiction of the courts located in that governing jurisdiction, unless the parties' order form or plan documentation specifies binding arbitration. Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

24. Contact

For questions regarding this Agreement, merchant onboarding, or compliance matters, contact NodeRails at business@noderails.com.

Electronic acceptance. This Agreement is presented to merchants during account registration and is accepted by click-to-accept affirmation. NodeRails retains a record of the version accepted and the timestamp of acceptance associated with your merchant account. This document is provided for transparency and compliance review. It does not constitute legal advice. Consult qualified counsel regarding your specific obligations.

Related documents: Terms and Conditions, Privacy Policy, AML / CFT Policy.