Terms of Service

The agreement between Heritage Brands LLC and merchants using Kleropay.

These Terms of Service ("Terms") govern access to and use of the Kleropay payment infrastructure ("Kleropay", "the Service") operated by Heritage Brands LLC, a Wyoming limited liability company ("we", "us", "our"). By integrating or otherwise using Kleropay, you ("Merchant", "you") agree to these Terms.

1. The Service

Kleropay is a non-custodial card-to-crypto payment infrastructure for small and medium business merchants. The Service enables a merchant to accept consumer card payments on the merchant's website and receive settlement in cryptocurrency (USDC on Base) directly to a wallet address designated by the merchant.

Card payment processing, KYC/AML verification of consumers, and other regulated activities are performed by third-party regulated onramp partners (each, a "Processor"). Heritage Brands LLC does not itself process card payments, perform consumer identity verification, or take custody of consumer funds at any point in the flow.

2. Eligibility

You may use Kleropay only if you (a) are a legally formed business entity in good standing, (b) have authority to bind that entity, (c) operate in a lawful industry permitted by these Terms and the applicable Processor's terms, and (d) are located in a jurisdiction where the Service is available.

3. Non-custodial nature

Kleropay does not hold, control, or have access to merchant funds at any point. Settlement is delivered by the Processor directly to a wallet address designated by the Merchant. The Merchant is solely responsible for the security of the private keys controlling that wallet. Lost, stolen, or compromised keys cannot be recovered by Heritage Brands LLC.

4. Fees

Heritage Brands LLC collects a service fee on each transaction settled through Kleropay. The fee is disclosed at integration and may be deducted on-chain from the settlement amount or invoiced separately. Processor fees (charged by the regulated card-acquiring partner) are separate and disclosed to the consumer at the point of purchase.

5. Merchant obligations

• Maintain accurate business information and notify us promptly of material changes (legal entity name, ownership, contact details)
• Comply with all applicable laws, including those governing the products or services you sell
• Operate the Service only on websites and domains disclosed during onboarding
• Display accurate prices and product descriptions to consumers
• Honor consumer orders and provide reasonable customer support
• Keep the security credentials of the destination wallet secure

6. Prohibited uses

You may not use Kleropay to facilitate transactions for, or otherwise support:

• Illegal goods or services, fraud, or money laundering
• Adult entertainment, gambling, firearms, or controlled substances
• Goods or services restricted under US sanctions or trade controls
• Activities prohibited by the applicable Processor's terms of service
• Misrepresentation of the nature of the goods or services being sold

We may suspend or terminate the Service immediately if we reasonably believe these Terms have been violated.

7. Third-party services

The Service relies on third-party Processors for regulated card-acquiring, KYC/AML, and crypto delivery. Your use of the Service is also subject to the applicable Processor's terms and privacy policies. Heritage Brands LLC is not responsible for the actions, omissions, or outages of third-party Processors, blockchain networks, or other infrastructure providers.

8. Disclaimers

The Service is provided on an "as is" and "as available" basis. Heritage Brands LLC disclaims all warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free from security incidents.

9. Limitation of liability

To the maximum extent permitted by law, Heritage Brands LLC's aggregate liability for any claim arising out of or relating to the Service is limited to the service fees actually paid by the Merchant to Heritage Brands LLC in the twelve (12) months preceding the claim. In no event will Heritage Brands LLC be liable for indirect, incidental, special, consequential, or punitive damages, lost profits, lost data, or business interruption.

10. Indemnification

You will indemnify and hold harmless Heritage Brands LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of (a) your use of the Service, (b) your breach of these Terms, or (c) your violation of applicable law or the rights of any third party.

11. Term and termination

These Terms remain in effect for as long as you use the Service. Either party may terminate the relationship at any time with written notice. We may suspend or terminate immediately for breach, suspected fraud, legal or regulatory reasons, or as required by a Processor.

12. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wyoming, except that either party may seek injunctive relief in a court of competent jurisdiction.

13. Changes to these Terms

We may update these Terms from time to time. The current version is always posted at kleropay.com/terms. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

14. Contact