Terms of Service.

By accessing or using Zylo Pay's services, including the Zylo Pay settlement protocol, wallet pass integrations, merchant dashboard, and related applications (collectively, the "Services"), you agree to be bound by these Terms of Service. If you do not agree, do not use the Services. Zylo Pay operates a non-custodial, on-chain payment settlement network on the Monad blockchain. You acknowledge that you understand the nature of blockchain-based transactions, including their irreversibility and public visibility. These Terms constitute a legally binding agreement between you and Uplevel LLC ("Zylo Pay," "we," "us," or "our"). We reserve the right to modify these Terms at any time. Continued use of the Services after modifications constitutes acceptance of the updated Terms.

Zylo Pay provides a payment settlement protocol that enables consumers to pay merchants using NFC-enabled wallet passes (Apple Wallet, Google Wallet) at point-of-sale terminals. Payments are settled in USDC on the Monad blockchain. Key characteristics of the Services: — Payments are non-custodial. Zylo Pay never holds or controls user funds. — Settlement occurs on-chain via the ZyloPaySettlement smart contract. — Consumers authorize payments by signing EIP-712 typed data off-chain. A relay account submits the transaction on behalf of the consumer. — Merchant registration is permissionless and generates a sequential merchant ID. — All transaction data is publicly visible on the Monad blockchain.

All payments through Zylo Pay are denominated and settled in USDC (USD Coin) on Monad. Amounts are processed using 6 decimal precision (1,000,000 = $1.00 USD). Fee structure (applied on top of the base payment amount): — POS Acquirer Fee: 0.25% (25 basis points) — Protocol Fee: 0.25% (25 basis points) — Rewards Contribution: 0.05% (5 basis points) — Total Consumer Surcharge: 0.55% Merchants receive 100% of the base transaction amount. Fees are deducted from the consumer's payment authorization. Withdrawals are processed on-chain. Merchants may withdraw accumulated USDC at any time by calling the withdrawFunds function on the settlement contract. Zylo Pay does not impose withdrawal limits or delays beyond network confirmation time (~800ms on Monad).

You agree not to use the Services for any unlawful purpose or in violation of these Terms. Prohibited activities include, but are not limited to: — Money laundering, terrorist financing, or sanctions evasion — Fraudulent transactions or impersonation of another party — Exploiting smart contract vulnerabilities or attempting to manipulate the settlement protocol — Using the Services to process payments for illegal goods or services — Interfering with or disrupting the network, relay infrastructure, or other users' access to the Services — Reverse engineering, decompiling, or disassembling the Zylo Pay software, except where permitted by applicable law We reserve the right to suspend or terminate access to the Services for any user found to be engaging in prohibited activities, and to cooperate with law enforcement as required.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ZYLO PAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. You acknowledge that: — Blockchain transactions are irreversible. Zylo Pay cannot reverse, cancel, or refund settled payments. — Smart contracts may contain undiscovered vulnerabilities despite auditing. — The value of USDC may fluctuate or depeg from the US Dollar. — Network congestion on Monad may temporarily delay transaction settlement. — Loss of passkey credentials may result in loss of access to your account and associated funds. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZYLO PAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against Zylo Pay or Uplevel LLC. Notwithstanding the foregoing, Zylo Pay reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.