Platform Agreement.

You may register as a Merchant if you (a) are at least 18 years old, (b) are authorized to enter contracts on behalf of the entity being registered, (c) are not subject to sanctions or prohibited from doing business under U.S. law, and (d) have a valid Stripe account capable of accepting payouts in your jurisdiction.

The Platform uses Stripe Connect Express. When you register a Merchant, we provision a Stripe Connect Express account under your email and route you to Stripe’s hosted onboarding. Your use of Stripe is also governed by the Stripe Connected Account Agreement and Stripe’s applicable services agreement, which you accept by completing Stripe onboarding.

All funds you collect from customers settle into your Stripe Connect balance, not ours. We do not hold or have custodial access to your funds, except by way of the application fees expressly authorized in Section 3.

You authorize us to deduct a platform application fee from each customer wallet top-up routed through your Stripe Connect account. The default application fee is 10% (1,000 basis points) of the gross top-up amount, in addition to Stripe’s standard processing fee (2.9% + 30¢ per transaction in the United States). We may grant a per-merchant override (lower or higher) by written agreement, recorded in the application_fee_bps field of your Merchant record.

We do not charge per-tool-call fees. Tool-call debits are recorded against the customer’s wallet at the price you specify; we do not take a cut on the call itself.

We may change the default application fee with at least 30 days’ written notice. Per-merchant overrides may only be changed with your written consent (email confirmation accepted).

Stripe schedules payouts to your bank account on your Stripe payout schedule. We do not control payout timing, frequency, or reserves. Disputes about payout timing must be raised with Stripe.

Customer wallets are prepaid balances we maintain on the Platform on your behalf. A wallet credit corresponds to funds settled into your Stripe Connect account. We are not a bank or money transmitter; the actual funds remain in your Stripe balance.

You are responsible for your customer-facing refund policy. The Platform provides a refund API endpoint (/api/mcp-pay/refund) that reverses a specific tool-call charge by re-crediting the customer’s wallet. You acknowledge that wallet refunds are separate from Stripe-level refunds; if a customer disputes the initial top-up via their card issuer, the Stripe refund/chargeback process applies and is governed by Stripe’s agreement.

You may not use the Platform to accept payments for goods or services that are illegal under U.S. federal law or the law of any U.S. state in which your customer resides; that violate any applicable consumer-protection statute; or that fall within any category of prohibited business listed in the Stripe Restricted Businesses list. You must accurately describe the goods or services you are charging for in your MCP tool definitions.

We may, at our sole discretion, place a Merchant into “pending review,” “suspended,” or “rejected” status based on signals including but not limited to: signup velocity, IP reputation, customer complaints, chargeback rates, regulatory inquiry, or our judgment that continued operation poses risk to the Platform or other participants. While in any non-approved status, your Merchant cannot issue API keys, accept charges, or take top-ups.

If we suspend or reject your Merchant, we will notify you at the email associated with your ShipSafe account and provide a reason unless prohibited by law. You may appeal in writing to legal@shipsafe.dev.

You may terminate this Agreement at any time by archiving all your Merchants and revoking all API keys. We may terminate this Agreement on at least 30 days’ written notice, or immediately for cause (including material breach of this Agreement or violations described in Section 5).

Termination does not affect (a) your obligation to pay accrued fees, (b) your obligation to honor refund commitments to your customers, or (c) the survival of Sections 8 (Disclaimers), 9 (Limitation of liability), 10 (Indemnification), and 12 (Governing law and disputes).

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PLATFORM OPERATOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE TOTAL APPLICATION FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

You will defend, indemnify, and hold harmless the Platform Operator and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of (a) your or your customers’ use of the Platform, (b) your violation of this Agreement or applicable law, (c) chargebacks, refund obligations, or customer disputes related to your Merchant, or (d) any allegation that goods or services offered through your Merchant infringe a third party’s rights or violate consumer-protection law.

We may modify this Agreement from time to time. Material changes will be announced at least 30 days in advance via email to the address associated with your ShipSafe account or via the Platform. Your continued use after the changes take effect, or your express acceptance via the signup checkbox upon next material revision, constitutes acceptance. The current version of this Agreement is identified by the Version string at the top of this page and is recorded in your Merchant record at the time of acceptance.

This Agreement is governed by the laws of the State of [Delaware], United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by JAMS in [Wilmington, Delaware] under its Streamlined Arbitration Rules, except that either party may seek injunctive relief in court for intellectual-property or confidentiality claims. You and the Platform Operator each waive any right to a jury trial and to participate in a class action.

This Agreement, together with the ShipSafe Terms of Service and the Stripe Connect agreements you accept during onboarding, constitutes the entire agreement between you and us regarding the Platform. If any provision is held unenforceable, the remaining provisions remain in full force. Our failure to enforce any provision is not a waiver. You may not assign this Agreement without our prior written consent; we may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets.

Notices to the Platform Operator under this Agreement: legal@shipsafe.dev, or by mail to [ShipSafe Payments, Inc., Notice Address].