Merchant Agreement

Last Updated: March 2026

This Merchant Agreement ("Agreement") is entered into between StableFi LLC, a Florida limited liability company, with its principal office at 3100 N Ocean Dr, P405, Riviera Beach, FL 33404 ("StableFi," "we," "us," or "our"), and you ("Merchant," "you," or "your"), and governs your participation as a merchant on the StableFi platform at stablefi.ai (the "Platform"). This Agreement supplements the StableFi Terms of Service, which are incorporated herein by reference.

1. Merchant Registration & Verification

1.1 Registration Requirements

To register as a merchant on the Platform, you must: (a) provide accurate and complete business information, including legal entity name, business address, and contact information; (b) complete all required verification steps; (c) agree to this Agreement and the Terms of Service; and (d) maintain a valid and active account in good standing.

1.2 Verification

StableFi reserves the right to verify your identity, business registration, and regulatory status at any time. You agree to cooperate with any verification requests and to provide additional documentation as reasonably requested. Failure to comply with verification requests may result in suspension or termination of your merchant account.

1.3 Representations

You represent and warrant that: (a) you are duly organized and in good standing under the laws of your jurisdiction; (b) you have all necessary authority to enter into this Agreement; (c) your use of the Platform will comply with all applicable laws and regulations; and (d) you are not a sanctioned person or entity.

2. API Key Security

You are solely responsible for maintaining the security and confidentiality of your API keys and access credentials. You agree to:

• Store API keys securely and never expose them in client-side code, public repositories, or unencrypted storage
• Rotate API keys periodically and immediately upon any suspected compromise
• Notify StableFi immediately if you become aware of any unauthorized use of your API keys
• Implement appropriate access controls to limit API key usage to authorized personnel and systems

StableFi shall not be liable for any losses resulting from unauthorized use of your API keys, regardless of whether such use was caused by your negligence or the actions of third parties.

3. Transaction Processing & Settlement

3.1 Processing

StableFi facilitates the processing of USDC transactions between AI agents (buyers) and merchants (sellers) on the Coinbase Base blockchain. Transactions are processed in real-time, subject to blockchain network conditions and any applicable holds or reserves.

3.2 Settlement

Settled funds are credited to your merchant wallet on the Platform. Settlement timing is subject to the terms set forth in Section 5 (Reserves & Settlement Holds). StableFi does not guarantee instantaneous settlement.

3.3 Currency

All transactions are denominated and settled in USDC on the Coinbase Base network. StableFi does not support other currencies or blockchain networks at this time.

4. Fee Schedule

Transaction fees are assessed as a percentage of each transaction amount and are tiered based on the buyer's Trust Score:

Fees are deducted from the transaction amount at the time of settlement. StableFi reserves the right to modify the fee schedule upon thirty (30) days' prior notice. All fees are non-refundable.

5. Reserves & Settlement Holds

5.1 Reserve Rights

StableFi reserves the right to hold a portion of your settlement funds as a reserve against potential chargebacks, disputes, refunds, or other liabilities, without prior notice. The reserve amount shall be determined at StableFi's sole discretion based on factors including transaction volume, dispute history, merchant category, and risk assessment.

5.2 New Merchant Hold

For the first thirty (30) days after merchant account activation, StableFi may hold up to 100% of settlement funds for a rolling period of up to seven (7) business days. This hold may be extended at StableFi's sole discretion if risk indicators warrant additional review.

5.3 Release of Reserves

Reserves will be released when StableFi determines, in its sole discretion, that the risk of chargebacks or disputes has been sufficiently mitigated. StableFi is under no obligation to release reserves on any specific timeline.

6. On-Chain Escrow (Circle Refund Protocol)

6.1 Smart Contract Escrow

Transactions processed through StableFi may be settled through Circle's Refund Protocol smart contract deployed on Coinbase Base blockchain. When escrow is used, buyer USDC is transferred to the smart contract — not to StableFi's accounts — and held until delivery is confirmed or the lockup period expires.

6.2 StableFi as Arbiter

StableFi acts as the designated arbiter under the Circle Refund Protocol. As arbiter, StableFi may: (a) force a refund to the buyer via refundByArbiter() if a dispute is resolved in the buyer's favor; (b) set per-merchant lockup periods viasetLockupSeconds() based on the merchant's risk tier and MCC category; (c) authorize early withdrawal with applicable fees viaearlyWithdrawByArbiter().

6.3 Lockup Periods

Lockup periods are determined by the merchant's risk classification (MCC code), account age, and dispute history. New merchants (under 30 days) are subject to 7-14 day lockup periods. Established merchants (90+ days) with low dispute rates may qualify for reduced or zero lockup. Maximum lockup is 180 days as enforced by the smart contract.

6.4 On-Chain Immutability

All escrow transactions, refunds, and withdrawals are recorded on the Coinbase Base blockchain and are immutable. Neither StableFi nor the merchant can alter these records after execution.

7. Proof of Delivery Requirements

7.1 Obligation to Provide Proof

For all escrowed transactions, the merchant must submit proof of delivery before settlement funds are released. Failure to provide adequate proof of delivery may result in automatic resolution in the buyer's favor.

7.2 Digital Goods

For digital goods and services, acceptable proof includes: download access logs with IP address and timestamp, API key or access token delivery confirmation, file content hash (SHA-256), webhook delivery confirmation, email delivery confirmation with open/click tracking, or compute job completion logs. The buyer has 72 hours from proof submission to confirm receipt or initiate a dispute. If no action is taken within 72 hours, delivery is automatically confirmed and funds are released.

7.3 Physical Goods

For physical goods, acceptable proof includes: shipping carrier tracking number from a recognized carrier (USPS, FedEx, UPS, DHL), signed delivery confirmation, carrier API delivery confirmation, or photo proof of delivery. The buyer has 14 days from proof submission to confirm receipt or initiate a dispute. If no action is taken within 14 days, delivery is automatically confirmed.

7.4 Evidence Hashing

All delivery proof evidence is hashed using SHA-256 and stored immutably. This hash serves as a tamper-proof record that may be used in dispute resolution.

8. Chargebacks & Disputes

6.1 Chargeback Liability

You bear full liability for all chargebacks, dispute costs, and related fees. In the event of a chargeback or dispute filed by a buyer, StableFi may debit your merchant wallet or reserve for the full transaction amount plus any applicable chargeback fees.

6.2 Dispute Process

Merchants will be notified of disputes and given seven (7) calendar days to respond with evidence. Failure to respond within this period may result in an automatic ruling in favor of the buyer. StableFi's dispute resolution decisions are final and binding.

6.3 Excessive Disputes

If your dispute rate exceeds 10% of total transactions in any rolling 30-day period, StableFi may: (a) increase your reserve percentage; (b) suspend transaction processing; or (c) terminate your merchant account.

7. Prohibited Merchant Categories

The following merchant categories are prohibited on the Platform:

• Illegal goods or services
• Weapons, ammunition, or explosives
• Controlled substances (unless legally licensed)
• Gambling or lottery services (unless legally licensed)
• Adult content or services
• Multi-level marketing or pyramid schemes
• Counterfeit or unauthorized goods
• Services designed to circumvent sanctions or regulations
• Ransomware, malware, or exploit kits
• Any category that StableFi determines, in its sole discretion, poses unacceptable risk

8. Merchant Data Obligations

You agree to: (a) maintain accurate and up-to-date business records; (b) provide StableFi with any documentation reasonably requested for compliance purposes; (c) comply with all applicable data protection laws with respect to buyer data you receive through the Platform; (d) not use buyer data for any purpose other than fulfilling transactions processed through the Platform; and (e) implement reasonable security measures to protect buyer data.

9. Refund Policy Requirements

All merchants on the Platform must maintain and prominently display a clear refund policy that: (a) describes the conditions under which refunds are available; (b) specifies the timeframe for refund requests; and (c) complies with all applicable consumer protection laws. StableFi is not responsible for processing refunds; merchants must process refunds directly through their merchant wallet.

10. Sales Tax & Tax Reporting

10.1 Sales Tax Responsibility

StableFi does not calculate, collect, or remit sales tax on behalf of Merchants. Merchants are solely responsible for determining applicable sales tax rates, adding tax to the prices displayed to buyers, and remitting all collected taxes to the appropriate tax authorities. The amount charged to the buyer's StableFi wallet is the final, all-inclusive amount — no additional tax, surcharge, or fee may be collected from the buyer after the transaction is completed.

10.2 Tax Calculator Requirement

Merchants operating in jurisdictions that require sales tax collection must integrate a sales tax calculation service (such as Avalara, TaxJar, or equivalent) into their pricing and checkout flow. Failure to collect required sales tax is the Merchant's sole liability. StableFi shall not be held liable for any tax deficiencies, penalties, or interest arising from a Merchant's failure to properly calculate or remit sales tax.

10.3 1099-K Reporting

For Merchants domiciled in the United States who receive gross payments exceeding $600 in a calendar year, StableFi will issue a Form 1099-K to the Merchant and file with the Internal Revenue Service (IRS) as required by law. Merchants must provide accurate tax identification information (EIN or SSN) during registration to facilitate this reporting.

10.4 Tax Records

StableFi maintains settlement records in the Merchant dashboard for a minimum of 7 years. Merchants may export transaction history for their own tax reporting and accounting purposes at any time.

11. Disclaimers & No Fiduciary Duty

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." STABLEFI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PLATFORM'S SUITABILITY FOR YOUR BUSINESS, UPTIME, OR PERFORMANCE.

StableFi does not owe you any fiduciary duty. We are a technology provider, not a financial institution, payment processor of record, or business partner. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STABLEFI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

STABLEFI'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO STABLEFI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless StableFi, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your merchant activities on the Platform; (b) your breach of this Agreement or the Terms of Service; (c) your violation of any applicable law; (d) any dispute between you and a buyer; (e) any claim by a third party related to goods or services you provide; or (f) chargebacks or refunds attributable to your transactions.

13. Termination

13.1 Termination by Merchant

You may terminate this Agreement upon thirty (30) days' written notice to StableFi at legal@stablefi.ai.

13.2 Termination by StableFi

StableFi may terminate this Agreement: (a) immediately, without notice, for fraud, sanctions violations, illegal activity, or violation of prohibited merchant categories; or (b) upon thirty (30) days' written notice for any other breach.

13.3 Post-Termination Fund Hold

Upon termination, StableFi may hold remaining funds in your merchant wallet for up to ninety (90) days to cover pending disputes, chargebacks, refunds, or other liabilities. After the hold period, remaining funds (less any amounts owed to StableFi) will be released to an address you designate.

14. Dispute Resolution & Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted in Miami, Florida. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.

15. General Provisions

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

15.2 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.3 Modifications

StableFi reserves the right to modify this Agreement upon thirty (30) days' prior notice. Continued use of the Platform after the effective date constitutes acceptance.

15.4 Survival

Sections 5 (Reserves), 6 (Chargebacks), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13.3 (Post-Termination Fund Hold), and 14 (Arbitration) shall survive any termination or expiration of this Agreement.

16. Contact

If you have questions about this Agreement, please contact us at:

StableFi LLC
Email: legal@stablefi.ai
Website: stablefi.ai