Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and OmniPay Solutions, a New Jersey limited liability company ("OmniPay," "Company," "we," "us," or "our").

By (a) accessing or using the OmniPay platform, website, applications, or services (collectively, the "Services"); (b) clicking "I Agree" or similar acceptance; or (c) executing an Order Form that references these Terms, you represent and warrant that: (i) you have read and understood these Terms; (ii) you agree to be bound by them; (iii) you are at least 21 years of age; (iv) you have the legal authority to enter into this agreement on behalf of yourself or the entity you represent; and (v) your use of the Services complies with all applicable laws.

2. Definitions

• "Account" means the registered account you use to access the Services.
• "Customer Data" means any data submitted to the Services by or on behalf of Customer.
• "Consumer" means an end-user purchasing cannabis products through a Customer's dispensary.
• "Dispensary" means a state-licensed cannabis retail establishment using the Services.
• "METRC" means the seed-to-sale tracking system used by state cannabis regulators.
• "OmniPay ACH" means our proprietary, patent-pending ACH payment rail.
• "Services" has the meaning set forth in Section 1.
• "Transaction Fee" means the flat fee charged per payment transaction processed.

3. Account Registration

To access the Services, you must register an Account and provide accurate, complete, and current information. You are responsible for:

• Safeguarding your Account credentials and all activities under your Account.
• Immediately notifying OmniPay of any unauthorized access or suspected security breach.
• Ensuring all business, licensing, and banking information provided is accurate and up-to-date.
• Providing proof of valid state cannabis license before activation of payment services.

OmniPay reserves the right to suspend or terminate any Account providing false information or failing to maintain required licenses.

4. Licensed Cannabis Operations

You represent, warrant, and covenant that:

• You hold all required licenses to operate a cannabis business in your state of operation.
• You are in good standing with all applicable cannabis regulatory agencies (including but not limited to New Jersey CRC, California BCC, Colorado MED).
• All products sold through the Services comply with state-level cannabis laws, testing requirements, and METRC reporting obligations.
• You will not use the Services to facilitate cannabis sales in jurisdictions where cannabis commerce is illegal.
• You will not use the Services for interstate cannabis commerce prohibited by federal law.
• You will promptly notify OmniPay of any license revocation, suspension, or material regulatory action.

5. Payment Services

5.1 OmniPay ACH Processing

OmniPay provides proprietary ACH payment processing services through our patent-pending OmniPay ACH rail. All transactions are subject to: (a) NACHA operating rules; (b) Regulation E of the Electronic Fund Transfer Act; (c) state money transmission laws; and (d) our sponsoring financial institution's policies.

5.2 Transaction Authorization

Consumers must provide valid authorization for each transaction. OmniPay's biometric authentication system (patent pending) provides strong-authentication authorization compliant with NACHA Web Debit Rules effective March 19, 2021.

5.3 Settlement

Funds are typically settled to your designated account within 1-3 business days after transaction completion, subject to risk review and hold periods. OmniPay reserves the right to place holds on funds in cases of suspected fraud, chargebacks, regulatory inquiries, or other risk factors.

5.4 Returns and Reversals

ACH returns (NSF, account closed, etc.) are the Customer's financial responsibility. Our Payment Guarantee add-on provides optional protection against qualifying returns at additional cost.

6. Fees and Billing

You agree to pay:

• Monthly Subscription Fees as set forth in your Order Form, billed in advance.
• Transaction Fees of $1.00 per payment transaction processed, billed monthly in arrears.
• Optional Add-On Fees for services such as SMS Gateway, Payment Guarantee, or Disaster Recovery.
• Applicable Taxes including sales, use, or similar taxes.

All fees are non-refundable except as expressly stated herein. Failure to pay outstanding amounts within 30 days may result in suspension of Services and assessment of late fees at the lesser of 1.5% per month or the maximum rate permitted by law.

7. Intellectual Property

OmniPay and its licensors retain all right, title, and interest in and to the Services, including all:

• Patent-pending biometric payment authentication technology;
• Patent-pending COA Hash Verification system;
• Proprietary OmniPay ACH payment rail;
• Omni Brain analytics engine;
• Software, source code, APIs, documentation, and trademarks.

You are granted a limited, revocable, non-transferable, non-sublicensable license to use the Services solely for your internal business purposes during the Term. You may not copy, modify, reverse engineer, decompile, or create derivative works of the Services. You may not use our trademarks without prior written consent.

8. Prohibited Uses

You may not use the Services to:

• Violate any local, state, or federal law;
• Process payments for any unlicensed cannabis operations;
• Facilitate sales to minors or unauthorized persons;
• Engage in fraudulent, deceptive, or manipulative practices;
• Infringe on intellectual property rights of OmniPay or third parties;
• Transmit malware, viruses, or malicious code;
• Attempt to gain unauthorized access to systems or data;
• Use the Services for money laundering or terrorist financing;
• Process transactions you know or should know are fraudulent.

9. Data Ownership

You retain all ownership rights in Customer Data. You grant OmniPay a worldwide, non-exclusive, royalty-free license to use Customer Data solely to: (a) provide the Services; (b) comply with legal obligations; (c) improve our Services in anonymized, aggregated form; and (d) enforce these Terms.

OmniPay implements industry-standard security measures as described in our Privacy Policy. Upon termination, you may export your Customer Data for 30 days, after which it may be deleted in accordance with our retention policies.

10. Indemnification

You agree to defend, indemnify, and hold harmless OmniPay, its affiliates, officers, directors, employees, agents, and licensors from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Services;
• Your violation of these Terms;
• Your cannabis business operations;
• Regulatory violations, license violations, or state law violations;
• Any transactions processed through your Account;
• Claims by Consumers or third parties related to your products or services.

11. Limitation of Liability

(a) OMNIPAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF OMNIPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) OMNIPAY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) FIVE HUNDRED DOLLARS ($500) OR (ii) THE AMOUNT YOU PAID TO OMNIPAY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

(c) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

12. Warranty Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. OMNIPAY DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

OMNIPAY DOES NOT WARRANT THAT: (a) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (b) DEFECTS WILL BE CORRECTED; (c) THE SERVICES OR SERVERS ARE FREE OF VIRUSES; OR (d) RESULTS FROM USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS.

13. Termination

13.1 Termination by You

You may terminate your Account at any time with 30 days written notice. You remain liable for all fees incurred prior to termination.

13.2 Termination by OmniPay

OmniPay may suspend or terminate your Account immediately, without notice, if:

• You breach these Terms;
• Your cannabis license is revoked, suspended, or expires;
• You engage in fraudulent or illegal activity;
• You fail to pay outstanding fees within 30 days of due date;
• Required by law, regulatory authority, or our sponsoring bank;
• Your use of the Services creates security, legal, or reputational risk.

13.3 Effect of Termination

Upon termination: (a) your right to access the Services ceases immediately; (b) you must pay all outstanding fees; (c) OmniPay will make Customer Data available for export for 30 days; (d) Sections 7, 9-12, 14-16, and any other provisions that by their nature should survive, will survive termination.

14. Dispute Resolution

14.1 Informal Resolution

Before filing any formal dispute, you agree to contact OmniPay at support@omnipay-solution.com and attempt good-faith resolution for at least 60 days.

14.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (excluding claims for intellectual property infringement or injunctive relief) shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration shall take place in Essex County, New Jersey. Judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

YOU AGREE TO BRING CLAIMS AGAINST OMNIPAY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Arbitrators may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

14.4 Opt-Out

You may opt out of Section 14.2-14.3 by sending written notice to support@omnipay-solution.com within 30 days of first accepting these Terms, stating your full legal name, account email, and that you opt out of arbitration. Opting out does not affect other provisions of these Terms.

15. Governing Law

These Terms are governed by the laws of the State of New Jersey, without regard to its conflict of laws principles. Subject to the arbitration provision in Section 14, any judicial proceeding shall be brought exclusively in the state or federal courts located in Essex County, New Jersey, and you consent to personal jurisdiction and venue therein.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Order Form, the Privacy Policy, and the Compliance Addendum, constitute the entire agreement between you and OmniPay regarding the Services and supersede all prior agreements.

16.2 Modifications

OmniPay may modify these Terms at any time by posting updated Terms or sending notice via email. Your continued use after 30 days constitutes acceptance.

16.3 Assignment

You may not assign these Terms without our prior written consent. OmniPay may assign without restriction.

16.4 Severability

If any provision is held invalid, the remainder shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid.

16.5 No Waiver

Failure to enforce any right does not constitute a waiver of that right or any other right.

16.6 Force Majeure

OmniPay shall not be liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, acts of war, government action, labor disputes, internet outages, or third-party service failures.

16.7 Notices

Notices to OmniPay must be sent to:
OmniPay Solutions
support@omnipay-solution.com
New Jersey, United States

16.8 Export Controls

You represent that you are not located in any country subject to U.S. government embargo and are not on any U.S. government list of prohibited or restricted parties.