Shorelight Cash

Effective Date & Parties

Effective upon electronic acceptance between Shorelight Capital Blockchain Holdings LLC (Delaware) (“Company”) and the accepting business or individual (“Merchant”). The platform operated under these terms is branded as Shorelight Cash (the “Platform”).

1. Relationship; Non-Exclusivity; Assignment

• Merchant is an independent business; no employment, agency, franchise, or partnership is created.
• Either party may engage with third parties; no exclusivity is granted.
• No assignment or subcontracting of obligations without written consent, except to successors by merger or acquisition with prompt notice.

2. Listings, Menus, Inventory & Fulfillment

• Merchant controls products, menus, pricing, taxes, availability windows, and item descriptions (subject to Platform formatting rules).
• Merchant will fulfill orders in a safe, professional, and timely manner, including substitutions or refunds consistent with consumer laws and Platform policies.
• Perishable, age-restricted, or regulated goods require compliance with all applicable licensing, labeling, ID check, and storage requirements.

3. Payments, Settlement, Fees & Adjustments

• Settlement may occur in SLC or in USD via approved methods. Network and processing fees may apply and are disclosed in-product.
• Merchant Discount Rate (MDR) and per-order Platform fees are deducted at settlement; chargebacks are generally not applicable to SLC transactions but Platform may reverse for fraud or non-delivery.
• Tips earmarked for couriers are pass-through less applicable processing fees, if any.
• Company may offset negative balances, duplicate payouts, or documented customer credits against future settlements.

4. Taxes, KYC/AML & Reporting

• Merchant is solely responsible for taxes (sales, use, excise, VAT, income) and for configuring tax rates in the Merchant dashboard.
• Company may require identity/business verification (KYC), beneficial ownership, sanctions screening, and W-9/1099 information where applicable.
• Company may report gross transaction volume if required by law.

5. Compliance, Prohibited Items & Recalls

• Merchant will comply with all laws, including consumer protection, privacy, food safety, labor, accessibility, advertising, and pricing display rules.
• Prohibited items include illegal drugs, stolen goods, weapons, hazardous materials, and other restricted goods without proper licenses.
• Merchant must promptly remove or recall items subject to any safety notice or regulatory action.

6. Brand, IP & Content License

• Merchant grants Company a non-exclusive, worldwide, royalty-free license to use Merchant name, marks, menus, images, and descriptions solely to operate and promote the Platform.
• Merchant warrants that uploaded content is accurate and does not infringe third-party rights.

7. Customer Care; Disputes

• Merchant will honor posted hours, prices, promotions, and product quality; complaints will be addressed in good faith.
• Platform may issue resolution credits and adjust settlements where fraud, non-delivery, or misrepresentation is substantiated.

8. Data, Privacy & Security

• Company processes data (including order metadata and limited geolocation) to operate the Platform, prevent fraud, enable routing, and compute settlements. See Privacy Policy for details.
• Merchant will secure dashboard credentials and is responsible for activities under its account.

9. Term; Suspension; Termination

• Either party may terminate for convenience upon notice. Company may suspend or terminate immediately for legal, safety, or security risks, or for policy violations.
• Sections that by their nature survive termination (e.g., payments, IP, confidentiality, disputes) will continue.

10. Disclaimers; Limitation of Liability

• The Platform is provided “as is” and “as available.” Company disclaims implied warranties to the fullest extent permitted by law.
• To the maximum extent permitted, Company is not liable for indirect, special, incidental, punitive, or consequential damages.
• Aggregate liability for claims arising from these Terms will not exceed the fees paid by Merchant in the three (3) months preceding the event giving rise to the claim.

11. Dispute Resolution; Arbitration; Waivers

• Except where prohibited, disputes will be resolved by final, binding arbitration under the Federal Arbitration Act (FAA) before a single neutral arbitrator under AAA Commercial Rules in the county of Merchant’s principal place of business (or as otherwise agreed).
• Class/Collective Action Waiver: claims must be brought on an individual basis; no class, collective, representative, or private attorney general actions to the fullest extent permitted by law.
• 30-Day Opt-Out: Merchant may opt out of arbitration by written notice to “Shorelight Capital Blockchain Holdings LLC — Legal Department” within 30 days of acceptance.

12. Miscellaneous

• Governing law: FAA for arbitration; otherwise the laws of the State specified in the Privacy Policy/Contact section.
• Severability; assignment (with consent as set out above); entire agreement; no waiver except in writing.