Master Services Agreement

1. Definitions and Interpretation

In this Agreement, unless the context requires otherwise, the following terms have the meanings set out below:

• “Bags App Discount” means the fee payable to Bags App for the Services in respect of each resale of a Product, as set out in Clause 6.
• “Blockchain Network” means a supported distributed ledger network through which stablecoin payments may be processed, currently including Ethereum, Polygon, Solana, and Base.
• “BSA” means the United States Bank Secrecy Act, as amended, including all regulations promulgated thereunder.
• “Buyer” means an end customer who purchases a Product through Bags App’s checkout, payment links, subscription flows, or x402 protocol.
• “Card Scheme” means Visa Inc., Mastercard Worldwide, American Express, or any comparable body which provides payment cards and regulates card acceptance.
• “Chargeback” means a transaction that is charged back or reversed, in whole or in part, at the request of a Buyer or a payment method provider pursuant to the relevant Payment Scheme Rules.
• “Confidential Information” means information, whether written or oral, in any form, including information relating to development, products, trade secrets, business plans, suppliers, customers, finances, and other material considered proprietary by the disclosing party.
• “Data Protection Legislation” means all applicable data protection and privacy legislation, including the GDPR, UK GDPR, CCPA/CPRA, and any other laws applicable to the processing of personal data in connection with the Services.
• “FATF Travel Rule” means FATF Recommendation 16, as implemented by applicable national laws, requiring the collection and transmission of originator and beneficiary information for qualifying virtual asset transfers.
• “KYB” means Know Your Business, the process of verifying the identity, registration, beneficial ownership, and legitimacy of a Supplier.
• “KYT” means Know Your Transaction, the process of screening cryptocurrency transactions for anti‑money laundering and sanctions compliance.
• “Merchant Acceptance Policy” means Bags App’s policy setting out the categories of Products and businesses that are permitted, restricted, or prohibited from using the Services, as published on the Website and amended from time to time.
• “Payment Currency” means the currency in which the Supplier elects to receive settlement payouts, which may be United States Dollars (USD), other supported fiat currencies as selected in the Supplier Account.
• “Payment Scheme Rules” means the collective set of by‑laws, rules, regulations, operating procedures, and requirements issued by the Card Schemes, payment processors, blockchain networks, or other payment systems that Bags App partners with, as amended from time to time.
• “Payment Service Provider” or “PSP” means the third‑party payment processor(s) used by Bags App to facilitate card payment transactions, currently including Stripe and/or Adyen.
• “Product” means the Supplier’s digital product(s), software, SaaS subscription(s), API access, digital content, and/or services agreed to be resold and distributed by Bags App, including any subsequent updates and upgrades thereto.
• “Reserve” means the percentage of settlement funds withheld by Bags App from the Supplier Fee to cover potential refunds, chargebacks, fraud, and other liabilities, as described in Clause 7.
• “Sales Tax”means any tax, levy, or duty chargeable or withheld on Transactions globally, including but not limited to value‑added tax (VAT), goods and services tax (GST), sales and use tax, digital services taxes (DST), corporate withholding taxes, or country‑specific indirect levies, alongside any associated interest, penalties, or assessments levied by any competent tax authority.
• “Services” means the merchant of record, payment processing, tax compliance, billing, subscription management, and related services provided by Bags App as described in Clause 3.
• “SRP” means the Supplier’s Recommended Price for the Product.
• “Stablecoin” means a digital asset designed to maintain a stable value relative to a fiat currency, currently limited to USDC (USD Coin) on supported Blockchain Networks, provided such asset qualifies as a permitted payment stablecoin issued by a registered issuer under the GENIUS Act of 2025, or is on a state regulatory registry of approved virtual currencies (such as the New York Department of Financial Services Greenlist).
• “Supplier Account” means the account established by the Supplier on the Bags App platform to access the Services, manage Products, view sales data, and configure settings.
• “Supplier Dashboard” means the web‑based interface through which the Supplier accesses the Supplier Account, views confirmed sales, manages Products, and accesses reports.
• “Supplier Fee” means the amount payable to the Supplier for each Transaction after deduction of the Bags App Discount, applicable Sales Tax, and any other charges payable under this Agreement.
• “Supplier URL(s)” means the address(es) of websites and/or applications owned and operated by the Supplier where the Product will be sold using the Services.
• “Transaction” means a completed sale of the Product (excluding reversals, refunds, cancelled orders, and chargebacks) processed through Bags App.
• “Transaction Currency” means the currency in which the Product is sold to the Buyer, which may include fiat currencies or Stablecoins.
• “USDC” means USD Coin, a regulated stablecoin issued by Circle Internet Financial, LLC, pegged to the United States Dollar.
• “Website” means getbags.app, docs.getbags.app, and any other websites operated by Bags App.
• “x402” means the open payment protocol using the HTTP 402 status code to enable programmatic, pay‑per‑use access to APIs, content, and services through Stablecoin payments.

2. Appointment as Reseller

2.1 You appoint Bags App as your non‑exclusive reseller of the Product across all territories supported by Bags App from time to time during the term of this Agreement. You acknowledge that Bags App acts as your Merchant of Record, meaning Bags App is the legal seller of the Product to Buyers. Simultaneously with the initiation of a transaction via the checkout interface, title to the Product automatically transfers from the Supplier to Bags App, and instantly thereafter from Bags App to the Buyer. Such transfer is conditional upon and effective at the exact timestamp of: (a) for traditional fiat card payments, successful authorization and processing of the transaction by the applicable payment card network or banking institution; or (b) for digital asset payments, successful execution, cryptographic validation, and network finality of the underlying transaction on the applicable Blockchain Network. 2.2 You acknowledge and agree that wherever Bags App is the seller of the Product to the Buyer, you shall not issue any invoice or make any demand for payment directly to any Buyer in connection with a Transaction. All customer‑facing invoices shall be issued in Bags App’s name. You shall not hold yourself out as the payment facilitator or merchant of record with respect to any Transaction. 2.3 Legal title to the Product passes from Supplier to Bags App immediately contingent upon successful cryptographic confirmation and block finality of the transaction on the underlying ledger. Supplier unconditionally acknowledges that Bags App acts as the principal vendor to the end Buyer. Supplier’s sole legal recourse is against Bags App for the Supplier Fee, and the end Buyer holds no contractual privity with the Supplier regarding the payment lifecycle. Supplier hereby appoints Bags App as its exclusive agent for the limited purpose of receiving payments on its behalf. Receipt of funds by Bags App from a Buyer shall satisfy the Buyer’s payment obligation to the Supplier immediately upon receipt, regardless of any subsequent settlement timeframe between Bags App and the Supplier. Bags App does not take physical or permanent possession of the Product and does not purchase Products in bulk at wholesale. 2.4 Nothing in this Agreement creates an obligation for Bags App to sell across all territories. Bags App reserves the right to decline to resell the Product in any jurisdiction for any reason, including regulatory, compliance, or risk‑related reasons.

3. Services

3.1 Bags App will provide the following Services in pursuance of its appointment as reseller:

1. Merchant of Record Services: Acting as the legal seller of the Product to Buyers, appearing on all receipts, invoices, and payment statements as the seller of record.
2. Payment Processing: Accepting payments from Buyers via supported payment methods, including Stablecoins (USDC on Ethereum, Polygon, Solana, and Base) and, when available, card payments (Visa, Mastercard, American Express) through our Payment Service Provider(s).
3. Tax Compliance: Calculating, collecting, and remitting applicable Sales Tax (VAT, GST, sales tax) in supported jurisdictions on behalf of the Supplier. Bags App maintains tax registrations and handles all filing and remittance obligations as the Merchant of Record.
4. Subscription and Billing Management: Managing recurring billing, subscription lifecycle (including upgrades, downgrades, pauses, cancellations, and dunning), and automated invoicing for subscription‑based Products.
5. Compliance and Risk Management: Conducting KYT (Know Your Transaction) screening on Stablecoin payments for AML and sanctions compliance, managing chargebacks and disputes, and performing fraud monitoring.
6. Settlement and Payouts: Settling funds to the Supplier in the elected Payment Currency in accordance with the settlement terms set out in Clause 7.
7. Analytics and Reporting: Providing access to transaction data, revenue metrics, customer insights, and compliance reporting through the Supplier Dashboard.
8. x402 Protocol and Agentic Commerce Liability Boundaries:For all programmatic, machine‑to‑machine, or x402 protocol transactions initiated by autonomous software or AI agents, the Supplier explicitly acknowledges that Bags App operates strictly as a programmatic, pass‑through reseller. Bags App shall bear zero operational or financial liability for runaway transaction volumes, cascading programmatic calls, loops, or infrastructure logic failures triggered by automated agents. Any billing dispute originating from an unverified or malfunctioning agent execution flow shall be settled solely between the Supplier and the end‑buyer; Bags App’s right to retain its transaction margin remains absolute, and settlement to the Supplier is strictly conditional upon verified on‑chain finality and full non‑custodial wallet clearance from the initiating wallet.

3.2 In providing the Services, Bags App may contract with third‑party service providers, including but not limited to Payment Service Providers, tax compliance platforms, identity verification providers, blockchain analytics providers, and cloud infrastructure providers. The Supplier agrees that the Services may be subject to terms and conditions prescribed by such third parties. 3.3 Bags App reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to the Supplier where practicable.

4. Supplier Obligations

4.1 General Obligations

• You shall provide accurate, complete, and up‑to‑date information in your Supplier Account and Supplier Dashboard at all times.
• You shall notify Bags App in writing within five (5) business days of any material change to your business information, including changes to legal name, entity structure, beneficial ownership, tax status, banking details, or wallet addresses.
• You shall comply with all applicable laws, regulations, and industry standards in connection with your Products and your use of the Services.
• You shall comply with the Merchant Acceptance Policy and all Bags App policies as published and amended from time to time. You shall not use the Services to facilitate the sale of Products on websites or applications other than the approved Supplier URL(s).
• Supplier shall not capture, collect, transmit, or store any cardholder data (including credit card numbers, CVV codes, or expiration dates). All card payment processing must be routed exclusively through Bags App’s hosted checkout interface or designated payment widgets, ensuring compliance with the Payment Card Industry Data Security Standard (PCI‑DSS).

4.2 Product Obligations

You represent and warrant that you own the Product or are legally authorized to sell the Product, and that the sale of the Product does not violate any applicable law or infringe any third‑party rights, including intellectual property rights. upplier shall submit a non‑binding proposed product description, suggested pricing, and proposed tax categorization. Supplier acknowledges that Bags App exercises final, independent tax classification authority under this Agreement, and Supplier warrants the absolute factual accuracy of the underlying technical specifications of the Product utilized by Bags App to make its determination. You warrant that the Product is free from material defects and fit for any purpose agreed between you and the Buyer, or otherwise fit for the purpose for which such Products are generally used. You shall provide all customer support beyond first‑tier support (as defined in Clause 10), including technical support, product‑related inquiries, and after‑sales service.

4.3 Compliance Obligations Specific to Stablecoin Payments

You acknowledge that Bags App performs KYT screening on all Stablecoin transactions and that Bags App may reject, hold, or return any payment that is flagged by our compliance screening tools. You shall not direct or encourage Buyers to send payments from wallet addresses associated with mixing services, sanctioned entities, darknet markets, or other high‑risk sources. You acknowledge that Bags App is required to collect and retain originator and beneficiary information in connection with Stablecoin transactions pursuant to the FATF Travel Rule and applicable national implementations, and you agree to cooperate with any such information requests, including providing necessary information for originator records when you act as the Buyer of Services. You shall not use the Services to facilitate money laundering, terrorist financing, sanctions evasion, or any other financial crime. You further represent and warrant that you will not knowingly allow any Buyer to use the Services for any illegal purpose or in a manner that would violate sanctions or anti‑money laundering laws.

4.4 Recurring Billing and ROSCA Compliance

If your Product includes subscription or recurring billing features, you agree to the following requirements, which are necessary to ensure compliance with the Restore Online Shoppers’ Confidence Act (ROSCA) and applicable consumer protection laws:

• Clear Disclosure: All material terms of the subscription, including the recurring charge amount, billing frequency, and duration, must be clearly and conspicuously disclosed to the Buyer before the Buyer provides payment information.
• Express Informed Consent: The Buyer must provide express informed consent to the subscription terms before being charged. Pre‑checked boxes, buried terms, or implied consent do not constitute express informed consent.
• Simple Cancellation: You must provide Buyers with a simple mechanism to cancel their subscription and prevent future recurring charges. This mechanism must be at least as easy to use as the mechanism by which the Buyer originally subscribed.
• EU Consumer Rights: For Buyers located in the European Economic Area or United Kingdom, you must comply with the 14‑day withdrawal right under the EU Consumer Rights Directive (Directive 2011/83/EU), including providing a model withdrawal form and honoring withdrawal requests within the applicable period. The right of withdrawal may be waived for digital content only if the Buyer explicitly consents and acknowledges the loss of the withdrawal right before access is provided.

Bags App covenants that the hosted checkout interface it provides to the Supplier will display all recurring billing terms and subscription disclosures clearly and conspicuously prior to payment, in compliance with the Restore Online Shoppers’ Confidence Act (ROSCA) and applicable state laws. The Supplier remains responsible for providing accurate pricing structures, frequency parameters, and honoring cancelation or withdrawal requests submitted by Buyers.

5. Due Diligence, KYB, and Onboarding

5.1 Bags App conducts Know Your Business (KYB) verification on all Suppliers as part of the onboarding process and on an ongoing basis during the term of this Agreement. This may include verification of business registration, beneficial ownership, identity of principals, sanctions and PEP screening, and financial health assessment. 5.2 Bags App uses third‑party identity verification providers, currently including Persona and Digit, to conduct KYB checks. You authorize Bags App to share your business information with these providers for verification purposes. 5.3 Bags App reserves the right to request additional information or documentation at any time during the term of this Agreement, including but not limited to financial statements, tax identification numbers, proof of address, bank account verification, and wallet ownership verification. 5.4 If you fail to provide requested information within the timeframe specified by Bags App, we reserve the right to suspend the provision of Services, withhold settlement payments, and/or terminate this Agreement. 5.5 Bags App reserves the right to decline onboarding, suspend, or terminate any Supplier that does not meet our risk, compliance, or due diligence standards, or that falls within a prohibited or restricted category under the Merchant Acceptance Policy. 5.6 Supplier explicitly represents and warrants that neither it, nor any controlling entity, affiliate, or principal associated with its business, is currently or has ever been: (a) suspended or terminated by a payment service provider, acquirer, card scheme, or financial institution due to fraud, high chargebacks, or deceptive practices; (b) placed on the Mastercard MATCH list, Visa terminated merchant file (TMF), or any equivalent industry blocklist; or (c) subject to enforcement action by any regulatory agency or body involving consumer fraud or deceptive trade practices within the prior ten (10) years.

6. Fees and Pricing

6.1 Bags App Discount. For each Transaction, Bags App shall deduct the Bags App Discount from the SRP before paying the Supplier Fee. The Bags App Discount is calculated as follows:

• Stablecoin Payments (USDC): 1.5% of the SRP per Transaction.
• Card Payments: 4% of the SRP plus USD $0.40 per Transaction.

6.2 Supplier Fee. For each Transaction, Bags App shall pay the Supplier the SRP after deducting: (a) any applicable Sales Tax; (b) the Bags App Discount; (c) any Reserve amounts as described in Clause 7; and (d) any other charges payable by the Supplier under this Agreement. The resulting amount is the Supplier Fee. 6.3 Sales Tax. Bags App, as the Merchant of Record, is responsible for collecting, reporting, and remitting all applicable Sales Tax on Transactions. The Supplier Fee shall equal the SRP minus: (i) any and all Sales Tax due, incurred, or assessed globally; (ii) the Bags App Discount; and (iii) any Reserve or other outstanding platform liabilities. Bags App reserves the right to retroactively deduct any uncollected tax assessments levied by any global tax authority from any subsequent Supplier settlement, provided that such assessment results directly from the Supplier’s breach of warranty under Clause 4.2 or the submission of false, inaccurate, or incomplete Product technical specifications. 6.4 Pricing Authority. As a Merchant of Record and reseller, Bags App reserves the right to set the final price at which the Product is offered for sale to Buyers, including the application of Sales Tax. The Supplier sets the SRP, which serves as the base price before tax. 6.5 Currency Conversion. If a Transaction requires currency conversion, Bags App will convert the amount at the prevailing mid‑market rate at the time the payment is received from the Buyer, less any applicable conversion fees. Conversion fees, if any, will be disclosed in the Supplier Dashboard. 6.6 Fee Changes. Bags App reserves the right to modify the Bags App Discount with thirty (30) days’ prior written notice to the Supplier. Continued use of the Services after the effective date of any fee change constitutes acceptance of the revised fees.

7. Settlement, Payouts, and Reserves

7.1 Settlement Cycle

Bags App will settle the Supplier Fee to the Supplier within fifteen (15) business days following the date of each Transaction, subject to successful completion of the Transaction, clearance of all applicable compliance checks, and, for card payments, final settlement from the Payment Service Provider (which may take up to fifteen (15) business days). For Stablecoin transactions, settlement is conditioned upon final confirmation of the payment on the applicable Blockchain Network and the settlement is done within fifteen (15) business days

7.2 Payment Currency

The Supplier may elect to receive settlement payouts in:

• Fiat currency: USD or other supported fiat currencies, settled via bank transfer to the bank account registered in the Supplier Account.
• Stablecoin (USDC): Settled to the wallet address registered in the Supplier Account, on a Blockchain Network selected by the Supplier.

The Payment Currency may be changed by the Supplier through the Supplier Dashboard. Changes take effect for Transactions occurring after the change is confirmed.

7.3 Settlement Invoice

At the end of each settlement cycle, Bags App will provide the Supplier with a consolidated settlement invoice showing gross revenue, Bags App Discount deductions, Sales Tax collected and remitted, Reserve withholdings, and the net Supplier Fee paid. Settlement invoices are denominated in the Payment Currency. For Stablecoin payouts, the invoice will show both the USDC amount and the fiat equivalent at the time of conversion.

7.4 Reserve

Bags App reserves the right to withhold a percentage of each settlement payout as a Reserve to cover potential refunds, chargebacks, fraud, disputes, and other liabilities arising from the Supplier’s Transactions. The Reserve percentage will be determined based on the Supplier’s risk profile, transaction volume, chargeback history, and product category, and will be communicated to the Supplier via the Supplier Dashboard or in writing. Bags App will review the Reserve percentage periodically and may adjust it based on changes to the Supplier’s risk profile. Funds held in Reserve will be released to the Supplier after the applicable holding period, provided no outstanding liabilities exist. In the event of termination or expiration of this Agreement for any reason: (a) Settlement reserves and subsequent Supplier Fees related to traditional card Transactions shall be retained for a minimum of one hundred and eighty (180) days following the date of the last completed Transaction to cover potential chargebacks; and (b) Settlement reserves and subsequent Supplier Fees related to Stablecoin Transactions shall be released to the Supplier within fifteen (15) business days following the date of the last completed Transaction, subject to final network clearance and the absence of any active Buyer disputes.

7.5 Payout Fees

Payout fees may apply depending on the Supplier’s location and chosen payout method. For fiat payouts, standard bank transfer fees apply. For Stablecoin payouts, network‑specific transaction fees (gas fees) apply. Payout fees are disclosed in the Supplier Dashboard and are deducted from the Supplier Fee. 7.6 Set‑Off Without prejudice to any other rights or remedies, the Supplier authorizes Bags App to set off any amounts owed by the Supplier to Bags App under this Agreement against any funds due to the Supplier, including but not limited to liabilities for refunds, chargebacks, fines for non‑compliance with Payment Scheme Rules, fraudulent or illegal use of the Services, and any other liabilities under this Agreement. This right of set‑off survives termination of this Agreement.

7.7 Account Dormancy Charges. If a Supplier Account exhibits zero transaction volume for twelve (12) consecutive months, Bags App reserves the right to assess a reasonable monthly administrative maintenance charge of USD 15.00 against any accrued but unpaid Supplier Fees, provided that: (a) Bags App has delivered at least sixty (60) days’ prior written notice to the email address registered to the Supplier Account, and (b) such charges shall never exceed the positive balance of the account, nor result in a negative balance or debit obligation on the part of the Supplier to offset ongoing platform custody costs, subject to applicable state escheatment and unclaimed property laws.

8. Stablecoin Payment Terms

8.1 Supported Assets and Networks. Bags App accepts USDC as the sole supported Stablecoin. Supported Blockchain Networks are Ethereum (ERC‑20), Polygon, Solana, and Base. Bags App reserves the right to add or remove supported assets and networks at any time with reasonable notice. 8.2 KYT Screening. All Stablecoin payments are subject to KYT (Know Your Transaction) screening, including real‑time AML checks, sanctions list screening (OFAC, EU, UN, and other applicable authorities), and risk scoring. Bags App may reject, hold, or return any payment that fails such screening. 8.3 FATF Travel Rule Compliance. Bags App maintains a Travel Rule compliance program in accordance with FATF Recommendation 16 and applicable national implementations. For qualifying Stablecoin transfers where the aggregate value exceeds the applicable threshold (currently USD $1,000 or the equivalent in USDC), Bags App will collect, verify, and securely transmit originator and beneficiary information as required. Where the Buyer’s payment originates from a regulated Virtual Asset Service Provider (VASP), Bags App will transmit and receive Travel Rule data using industry‑standard messaging protocols. The Supplier acknowledges and consents to this data collection and transmission, and agrees to provide any required information for originator records when it acts as the Buyer of Services. For all qualifying transactions exceeding the statutory threshold of USD 1,000 (or stablecoin equivalent), execution of the payment rail is programmatically hard‑blocked. Settlement shall not initiate until verified originator and beneficiary data fields are injected, validated via Bags App’s KYT protocol engines, and permanently bound to the transaction metadata. 8.4 Blockchain Immutability. The Supplier acknowledges that Stablecoin transactions are recorded on public, immutable blockchain ledgers. Transaction hashes, wallet addresses, and payment amounts are permanently visible on the applicable Blockchain Network and cannot be deleted or modified by Bags App. 8.5 Irreversibility. Stablecoin transactions on blockchain networks are inherently irreversible. Unlike card payments, there is no chargeback mechanism for Stablecoin payments. However, if a Buyer disputes a Stablecoin transaction (for example, claiming non‑delivery or unauthorized payment), Bags App will investigate and determine the appropriate resolution in accordance with its dispute resolution procedures. 8.6 Stablecoin Settlement. If the Supplier elects to receive payouts in USDC, funds will be transferred to the wallet address registered in the Supplier Account on the Blockchain Network selected by the Supplier. The Supplier is solely responsible for providing a correct and valid wallet address. Bags App is not liable for any loss of funds resulting from an incorrect wallet address provided by the Supplier. 8.7 Autonomous Agent Operational Liability. Supplier explicitly assumes all operational and financial risk regarding transaction streams initiated by autonomous software entities or via the x402 protocol. Bags App shall maintain zero liability for transaction volume generated by rogue algorithms, software recursion loops, or unauthorized agent behaviors, provided that Bags App has successfully implemented and kept active its platform‑level rate‑limiting and circuit‑breaking protocols. In the event of a documented software execution glitch where the Supplier has activated Bags App’s recommended circuit‑breaker features, Bags App and the Supplier agree to split the operational transaction fees (the Bags App Discount) 50/50 for all excess transaction volume.

9. Sales Tax and Tax Reporting

9.1 Bags App, as the Merchant of Record and reseller of the Product, is responsible for all Sales Tax collection, calculation, reporting, and remittance in supported jurisdictions. This includes VAT (EU, UK, and other regions), GST (Australia, New Zealand, India, Singapore, and others), US state and local sales tax, and other jurisdiction‑specific indirect taxes. 9.2 Bags App maintains tax registrations in supported jurisdictions and works with third‑party tax compliance providers to ensure accurate calculation and timely filing. Tax rates are calculated in real‑time based on the Buyer’s location, product type, and applicable local tax rules. 9.3 The Supplier is not required to register for Sales Tax in jurisdictions where Bags App acts as the Merchant of Record. The Supplier receives a consolidated settlement invoice from Bags App for accounting purposes. 9.4 If required by law, Bags App may withhold any applicable taxes, fees, or other amounts from the SRP or the Supplier Fee. 9.5 The Supplier shall provide Bags App with accurate tax identification information (including tax ID numbers, VAT registration numbers, and applicable W‑8 or W‑9 forms) and shall promptly notify Bags App of any changes to its tax status. 9.6 Bags App shall report payments made to Suppliers as required by applicable law, including IRS Form 1099‑K where applicable. The Supplier acknowledges that stablecoin payouts will be reported in USD equivalent at the time of settlement.

10. Customer Support, Refunds, and Disputes

10.1 First‑Tier Support Bags App provides first‑tier after‑sales support to Buyers, limited to invoicing inquiries, payment‑related questions, refund processing, chargeback management, and initial order‑delivery issues.

10.2 Supplier Support Obligations

The Supplier is responsible for providing all customer support beyond first‑tier support, including technical support, product‑related inquiries, service delivery issues, account access problems, and any other product‑specific assistance. The Supplier shall provide such support in accordance with applicable consumer protection laws in the jurisdictions where Buyers are located.

10.3 Refunds

Refunds may be issued by Bags App via the Supplier Dashboard or API. For card payments, refunds follow standard card network processing timelines (typically 5‑10 business days). For Stablecoin payments, refunds are returned to the Buyer’s original wallet address on the same Blockchain Network used for payment. The Supplier acknowledges that refund amounts will be deducted from future settlement payouts or the Reserve.

10.4 Chargebacks

Supplier shall remain fully liable to Bags App for the complete value of all Chargebacks, card network assessments, associated processing overhead, and an administrative fee of USD 25.00 per dispute or Pre‑Chargeback Alert notification, which shall be deducted directly from the Supplier Fee or the Reserve.

10.5 Dispute Resolution for Stablecoin Payments

Because blockchain transactions are irreversible, traditional chargeback mechanisms do not apply to Stablecoin payments. If a Buyer disputes a Stablecoin transaction, Bags App will investigate the dispute, request evidence from the Supplier, and determine the appropriate resolution, which may include a refund from Bags App reserves. The Supplier agrees to cooperate in good faith with any dispute investigation.

11. Intellectual Property and Licenses

11.1 The Supplier and its licensors retain all right, title, and interest in and to the Product and all associated intellectual property rights. Bags App acquires no ownership rights in the Product except as expressly set forth in this Agreement. 11.2 The Supplier grants Bags App a non‑exclusive, non‑transferable, worldwide license during the term of this Agreement to: (a) resell and distribute the Product to Buyers; (b) use the Supplier’s trademarks, trade names, and logos solely for the purpose of providing the Services, including on the checkout page, invoices, and marketing materials; and (c) display Product descriptions, images, and pricing on the Website and Supplier Dashboard. 11.3 Bags App grants the Supplier a non‑exclusive, non‑transferable license during the term of this Agreement to access and use the Supplier Dashboard solely for the purpose of receiving the Services and performing the Supplier’s obligations under this Agreement. 11.4 Bags App shall not modify the Product, create derivative works thereof, reverse engineer, decompile, or disassemble the Product.

12. Confidentiality

12.1 Each party acknowledges that it may receive Confidential Information from the other party in connection with this Agreement. The receiving party shall not use, disclose, or take advantage of such Confidential Information except as necessary to perform its obligations under this Agreement. 12.2 The obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party where permitted. 12.3 The obligations of confidentiality survive termination of this Agreement for a period of three (3) years.

13. Data Protection and Privacy

13.1 Each party shall comply with all applicable Data Protection Legislation in connection with its performance under this Agreement. The parties explicitly acknowledge and agree that each party operates as an independent Data Controller (or its statutory equivalent under applicable law) with respect to the personal data processed under this Agreement. In the event of any actual or reasonably suspected unauthorized access, data leak, or security incident impacting data routing through the Services (a ’Security Incident’), the Supplier shall notify Bags App via email within seventy‑two (72) hours of discovery and fully cooperate with all downstream remediation efforts. 13.2 Bags App processes personal data of Buyers and Suppliers in accordance with its Privacy Policy, available at https://getbags.app/privacy. The Supplier acknowledges and agrees to the processing described therein. 13.3 Where the Supplier provides personal data to Bags App (including Buyer data necessary for order fulfillment), the Supplier represents and warrants that it has obtained all necessary consents and authorizations for such data sharing. 13.4 Bags App will maintain appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction, including encryption in transit and at rest, access controls, and regular security assessments. 13.5 Where Bags App shares limited Buyer information with the Supplier for order fulfillment and customer support purposes, the Supplier shall process such information only for those purposes and in compliance with all applicable Data Protection Legislation. 13.6 International Data Transfers. To the extent that Bags App transfers personal data of individuals located in the European Economic Area, the United Kingdom, or Switzerland to a jurisdiction not recognized by the European Commission as providing an adequate level of protection, such transfers shall be governed by the Standard Contractual Clauses (SCCs) adopted by the European Commission. The Supplier agrees to enter into such SCCs upon request.

14. Representations and Warranties

The Supplier represents and warrants to Bags App that: 9. All information provided to Bags App is accurate, complete, and up to date. 10. The Supplier has the necessary right, power, and authority to enter into this Agreement and to perform its obligations hereunder. 11. The Supplier owns or is legally authorized to sell the Product and the sale does not violate any applicable law or infringe any third‑party rights. 12. The Product complies with all applicable laws in the jurisdictions where it is sold, including consumer protection laws, export control laws, and sanctions regulations. 13. The Supplier’s use of the Services does not conflict with any other agreement to which the Supplier is a party. 14. The Supplier has complied and will continue to comply with all applicable laws, regulations, and industry standards, including data protection, AML, and sanctions requirements. 15. The Supplier will not use the Services for any purpose that violates the Merchant Acceptance Policy, Payment Scheme Rules, or applicable law. 16. The Supplier will not knowingly permit any Buyer to use the Services in a manner that violates sanctions, anti‑money laundering laws, or the Merchant Acceptance Policy.

15. Disclaimer of Warranties and Limitation of Liability

15.1 Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. BAGS APP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. 15.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BAGS APP, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO THE SUPPLIER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR COST OF COVER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Aggregate Cap. BAGS APP’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL BAGS APP DISCOUNT FEES PAID BY THE SUPPLIER TO BAGS APP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS (USD $100), WHICHEVER IS GREATER. 15.4 Blockchain Disclaimer. BAGS APP IS NOT LIABLE FOR ANY LOSS ARISING FROM: (A) DELAYS OR FAILURES IN BLOCKCHAIN NETWORK CONFIRMATIONS; (B) FLUCTUATIONS IN THE VALUE OF STABLECOINS, INCLUDING DE‑PEGGING OF USDC OR ANY SUPPORTED STABLECOIN; (C) ERRORS IN WALLET ADDRESSES PROVIDED BY THE SUPPLIER OR BUYER; (D) SMART CONTRACT VULNERABILITIES ON THIRD‑PARTY BLOCKCHAIN NETWORKS; OR (E) REGULATORY ACTIONS AFFECTING THE AVAILABILITY OR LEGALITY OF STABLECOINS IN ANY JURISDICTION. In the event of a stablecoin de‑pegging anomaly prior to settlement, Bags App reserves the right to calculate and initiate all payouts based strictly on the actual, realized spot‑market value of the asset at the exact timestamp of settlement, rather than the nominal fiat peg value, except where such settlement is executed after the contractually mandated settlement timeline set out in Clause 7.1 due to the sole delay of Bags App. Bags App’s total liability for any unintended, high‑volume, or erroneous transactions executed autonomously by AI agents or systems utilizing the x402 protocol shall be strictly capped at an amount equal to the net Bags App Discount fees retained by Bags App from the specific disputed transaction stream, except where such failure is caused directly by the gross negligence or intentional malfunction of Bags App’s proprietary infrastructure.

16. Indemnification

16.1 The Supplier agrees to indemnify, defend, and hold harmless Bags App and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) the Supplier’s breach of this Agreement; (b) the Supplier’s Products, including any claim that a Product infringes third‑party intellectual property rights; (c) the Supplier’s violation of applicable law; (d) any dispute between the Supplier and a Buyer that is not attributable to Bags App’s actions (except to the extent caused by Bags App’s own billing error or gross negligence); (e) fraud, material misrepresentation, or willful misconduct by the Supplier; or (f) chargebacks, refunds, or penalties resulting from the Supplier’s Products or conduct or (g) any platform‑wide account suspension, fund freeze, portfolio penalty, or contract termination imposed upon Bags App by a third‑party Payment Service Provider (PSP) or Card Scheme resulting directly from the specific unapproved operational characteristics, hidden or restricted code, or regulatory non‑compliance of the Supplier’s Product, where the Supplier knowingly or negligently violated the Merchant Acceptance Policy or misrepresented the technical nature of the Product.

17. Term and Termination

17.1 Term. This Agreement commences on the date the Supplier completes onboarding and is accepted by Bags App, and continues until terminated by either party in accordance with this Clause 17. 17.2 Termination for Convenience. Either party may terminate this Agreement at any time by giving the other party at least thirty (30) calendar days’ prior written notice. 17.3 Termination for Cause. Either party may terminate this Agreement by immediate written notice if: (a) the other party commits a material breach that is not cured within fourteen (14) days of receiving written notice; provided that any breach of sanctions, anti‑money laundering laws, the Merchant Acceptance Policy, or any other provision that exposes the non‑breaching party to immediate regulatory risk shall be deemed non‑curable and may be terminated immediately without a cure period; (b) the other party becomes insolvent, files for bankruptcy, or ceases to carry on business; or (c) required by applicable law, regulation, or a Payment Scheme. 17.4 Bags App Termination Rights. Bags App may terminate this Agreement immediately if: (a) the Supplier’s monthly transaction portfolio exhibits a Chargeback rate exceeding 0.9%, or an aggregate Refund rate exceeding 3.0%, as calculated against total gross monthly transaction volume. (b) there is suspected fraudulent or illegal activity associated with the Supplier’s account; (c) the Supplier is found to be in violation of the Merchant Acceptance Policy; or (d) required by a Payment Service Provider, Card Scheme, or regulatory authority. 17.5 Effects of Termination. Upon termination: (a) Bags App will cease reselling the Product; (b) all outstanding Supplier Fees will be settled within thirty (30) business days, subject to the Reserve holding period;(c) Reserve funds shall be held and released in accordance with the timelines and terms set forth in Clause 7.4 (d) each party shall return or destroy the other party’s Confidential Information; (e) provisions that by their nature should survive termination shall survive, including Clauses 6 (Fees), 7 (Settlement and Reserves), 8 (Stablecoin Terms), 12 (Confidentiality), 13 (Data Protection), 15 (Limitation of Liability), 16 (Indemnification), 18 (Governing Law), and 19 (Arbitration).

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19. Dispute Resolution and Arbitration

19.1 Good Faith Negotiation. The parties shall use their best efforts to settle any dispute, claim, or disagreement arising out of or relating to this Agreement through good‑faith negotiations, which shall be a precondition to either party initiating arbitration. 19.2 Binding Arbitration. If negotiations do not resolve the dispute within thirty (30) days, the dispute shall be finally settled by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures, by one commercial arbitrator with substantial experience in commercial contract and technology disputes. The arbitration shall be conducted in the English language and shall take place in Wilmington, Delaware, or at such other location as the parties may agree. 19.3 Costs. Each party shall bear its own costs and attorneys’ fees in connection with the arbitration, unless the arbitrator determines that a party’s claims were frivolous, in which case the prevailing party may recover reasonable attorneys’ fees. 19.4 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information. 19.5 Waiver of Jury Trial. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 19.6 Class Action Waiver. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

20. General Provisions

20.1 Entire Agreement. This Agreement, together with the Privacy Policy, Merchant Acceptance Policy, Buyer Terms and Conditions, and any other policies published on the Website, constitutes the entire agreement between the parties and supersedes all prior agreements, communications, and understandings relating to its subject matter. 20.2 Assignment. The Supplier may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without Bags App’s prior written consent. Bags App may assign this Agreement without the Supplier’s consent. 20.3 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be deemed deleted without affecting the validity of the remaining provisions. 20.4 Waiver. No delay or omission by either party in exercising any right or remedy shall be deemed a waiver of that or any other right or remedy. 20.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. 20.6 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, blockchain network outages, or regulatory changes affecting the legality or availability of Stablecoins. 20.7 Notices. All notices under this Agreement shall be in writing and sent by email to the addresses registered in the Supplier Account (for the Supplier) and to legal@getbags.app (for Bags App), or such other address as a party may notify in writing. 20.8 Compliance with Law. Each party shall comply with all applicable laws, regulations, and industry codes in connection with its performance under this Agreement.