Master Merchant Services Agreement

The FinLinks stablecoin payment integration, merchant portal at portal.finlinks.io and API at api.finlinks.io are operated by Finlinks Global Solutions LLC. The product website is www.finlinksglobal.com. Use of finlinks.io for technical services or business email does not change the operator identified here. Merchant services remain subject to the accepted Master Merchant Services Agreement and applicable third-party terms.

1. Parties, acceptance, and document priority

This MSA is between Finlinks Global Solutions LLC (FinLinks) and the approved business entity identified in its order form (Merchant). A person accepting it must be at least 18 and authorized to bind that entity. Production access requires business approval and affirmative acceptance of the MSA and applicable order form; merely browsing the website does not accept paid-service terms.

For merchant services, the order of priority is: a separately signed amendment expressly identifying an override; a data processing agreement solely for personal-data processing matters; this MSA; the order form for commercial details not inconsistent with this MSA; and the Website Terms of Service. No order form authorizes FinLinks to handle principal. Third-party agreements govern those providers' services. The Privacy Policy is a transparency notice, not a waiver of statutory rights.

2. Strict TSP scope and no control of funds

The services are B2B Payment Orchestration & API Routing Middleware: software interfaces, merchant-authorized instruction forwarding, provider API integration, commercial invoice records, webhooks, and reconciliation data. A software login or ledger entry is not a bank account, payment account, claim to a balance held by FinLinks, or proof that a provider has completed payment.

All transaction principal and settlement funds are processed by independent, appropriately licensed or authorized financial institutions, or, for lawful supported on-chain transfers, by smart contracts controlled by the merchant or an independent third party. A smart contract is not itself a licensed institution and does not replace any required authorization. FinLinks does not control those contracts or their administrative keys and has no authority to sign, redirect, freeze, or retain transaction principal. FinLinks does not provide merchant or end-user financial accounts, pooled balances, stored value, deposit products, yield, or personal remittance or retail currency-exchange services.

FinLinks does not possess merchant or end-user private keys, sign transfers on their behalf, exercise discretionary transaction authority, or control provider accounts. Any feature requiring such control is outside this MSA and must not be enabled under it. This agreement does not establish a licensing exemption or grant a financial authorization. Any MSB registration is not government approval, endorsement, or a substitute for applicable permissions.

3. Third-party services and recourse

Underlying payment execution, foreign exchange, clearing, and movement of funds are carried out by independent third-party institutions under their own authorizations and agreements. FinLinks only forwards merchant-authorized instructions and orchestrates APIs and data records. FinLinks is not a guarantor, co-obligor, settlement counterparty, or agent of those institutions and does not assume joint or several liability for their outages, delays, insolvency, rejected instructions, reversals, or failed settlements. To the extent permitted by law, losses attributable solely to an independent provider are that provider's responsibility under its applicable agreement. This allocation does not excuse FinLinks' own breach or any liability that cannot lawfully be excluded.

The merchant must obtain applicable provider approval and accept the relevant provider agreement before using its services. Provider eligibility, corridors, FX quotes, limits, finality, reversals, safeguards, and any available insurance are determined by the provider and law. FinLinks makes no deposit-insurance or recovery guarantee.

Execution, conversion, or settlement claims must be pursued with the responsible provider under its agreement. FinLinks will provide reasonably available technical records and reasonable assistance, subject to law and confidentiality, but cannot promise a refund or recovery. Claims concerning FinLinks' own software performance remain subject to this MSA.

4. Business verification and acceptable use

The merchant must provide accurate entity registration, ownership, authorized-signatory, commercial-purpose, and other reasonably requested verification information. Verification by FinLinks supports software-access risk review; it does not replace independent provider due diligence or imply that every institution-specific rule applies directly to FinLinks.

The merchant must use the software only for lawful business activities and legitimate documented commercial transactions. Personal remittances, household use, unauthorized third-party fund aggregation, sanctions evasion, money laundering, fraud, unlicensed gambling, unlawful goods, unlicensed securities activities, and attempts to bypass security or screening are prohibited.

FinLinks may restrict its API access or decline to forward instructions where required by law or justified by documented compliance or security concerns. It cannot freeze or seize underlying funds. Financial restrictions or freezes, where lawful, are implemented by the responsible provider or competent authority.

5. Instructions, status, and service availability

The merchant must verify beneficiaries, corporate authority, currency, amounts, provider choice, and quotes before authorization. Provider quotes and expiry rules apply; FinLinks does not lock FX rates, provide liquidity, or subsidize differences. No fixed arrival time, uninterrupted API availability, or settlement success is promised.

API responses and webhooks may be delayed, duplicated, out of order, or interrupted by maintenance, internet or telecommunications failure, cloud outages, provider API changes, or blockchain congestion and forks. A timeout does not establish failure, and an instruction acknowledgement is not proof of settlement. Use idempotency controls, reconcile authoritative provider records, and confirm status before retrying.

On-chain transfers can be irreversible and publicly recorded; asset de-pegging, network costs, contract vulnerabilities, and independent issuer restrictions are third-party or protocol risks. FinLinks cannot reverse a confirmed transfer or guarantee asset value. Report software incidents promptly to support; binding service levels apply only if expressly agreed in writing.

6. Software fees, transaction fees, and refunds

Transaction, conversion, clearing, and network fees are charged or deducted by the applicable licensed or authorized provider under its agreement with the merchant. FinLinks does not deduct fees from merchant receipts, intercept incoming principal, or remit a net settlement balance. The merchant pays FinLinks separately invoiced technology software service fees under an agreed order form. Receipt of payment for FinLinks' own software services is not receipt of customer transaction principal. FinLinks never holds, handles, or retains merchant or end-user transaction principal or settlement funds.

Software pricing, billing frequency, taxes, cancellation, and any prepaid-software refund entitlement must be set out in the accepted order form. No unspecified financial-processing charge is authorized by this MSA. Provider fees and transaction refunds are determined separately by the provider agreement and underlying merchant sale. FinLinks cannot return principal it never received; this does not affect a valid claim for its own software fees.

7. License, credentials, and confidentiality

FinLinks grants a limited, non-exclusive, non-transferable license to use the supplied software during the agreed term for authorized business operations. FinLinks and its licensors retain their intellectual property. Do not reverse engineer except where law permits, resell access without permission, or compromise others' systems.

Each party must protect credentials and confidential information within its control with reasonable safeguards. Merchants must restrict operator access and notify FinLinks of compromised keys. FinLinks remains responsible for its own contractual security obligations; merchant credential duties do not create blanket immunity for FinLinks' own breach.

Personal-data roles and processing instructions must be documented in an applicable data processing agreement when required. Neither party may send private keys, seed phrases, or unrestricted financial credentials through software support channels.

8. Disclaimers and allocation of liability

Except for express commitments in this MSA and to the extent permitted by law, the software is provided as available without implied warranties of merchantability, fitness for a particular purpose, or uninterrupted availability. No disclaimer overrides an express contractual obligation.

Underlying payment execution, foreign exchange, clearing, and movement of funds are carried out by independent third-party institutions under their own authorizations and agreements. FinLinks only forwards merchant-authorized instructions and orchestrates APIs and data records. FinLinks is not a guarantor, co-obligor, settlement counterparty, or agent of those institutions and does not assume joint or several liability for their outages, delays, insolvency, rejected instructions, reversals, or failed settlements. To the extent permitted by law, losses attributable solely to an independent provider are that provider's responsibility under its applicable agreement. This allocation does not excuse FinLinks' own breach or any liability that cannot lawfully be excluded.

To the maximum extent permitted by applicable law, FinLinks is not liable for indirect, consequential, incidental, special, exemplary, or punitive damages, including indirect lost profits, lost business opportunities, business interruption, or consequential currency fluctuation losses, whether foreseeable or not and whether advised of their possibility or not.

To the maximum extent permitted by applicable law, FinLinks' total aggregate liability to a merchant arising out of or relating to the website, software services, MSA, order forms, or these Terms, under any theory of liability, shall not exceed the lesser of (a) the total technology software service fees actually paid by that merchant to FinLinks during the twelve (12) months immediately preceding the first event giving rise to the claim, and (b) US$1,000. Claims arising from the same or related events are aggregated, and this cap is shared across these documents, not multiplied by claim, contract, claimant representative, or legal theory. Transaction principal, settlement amounts, provider charges, FX spreads, network gas, taxes, and amounts not paid to FinLinks as technology software service fees do not count toward the cap. If no qualifying fees were paid during that period, the contractual cap is zero, except to the extent prohibited by law.

Nothing in these documents excludes or limits liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence, or any other liability to the extent it cannot lawfully be excluded or limited. Mandatory privacy, data-subject compensation, regulatory, and other statutory rights and obligations remain unaffected. An exclusion or cap applies only to the extent enforceable under the law applicable to the claim.

9. Third-party claims and indemnification

To the extent permitted by law, the merchant indemnifies FinLinks against third-party claims caused by the merchant's unlawful goods or services, unauthorized instructions, infringement, or material breach. This does not cover losses caused by FinLinks' own breach or misconduct. FinLinks must give prompt notice, allow reasonable control of the defense, and reasonably cooperate; no settlement may impose an admission or non-monetary duty on the protected party without consent.

10. Suspension, termination, and records

Either party may terminate as stated in the order form or for a material breach not cured within 30 days after notice, where curable. FinLinks may immediately suspend software access for urgent legal or security grounds, with notice when lawful. Termination affects software access only, not title to or control of principal with independent providers.

The merchant should export reasonably available business records before termination. FinLinks will provide reasonable export assistance upon timely request, subject to security, confidentiality, agreed charges, and lawful retention. Confidentiality, accrued software-fee obligations, lawful record retention, and liability provisions survive as appropriate.

11. Governing law, disputes, and changes

Wyoming law governs this MSA, excluding conflict-of-laws rules, subject to mandatory applicable law. The parties will first attempt good-faith resolution through their legal contacts. Unresolved disputes belong exclusively in state or federal courts in Wyoming with subject-matter jurisdiction; there is no mandatory arbitration under this MSA.

Material changes will be notified with reasonable advance notice and take effect only through the applicable acceptance or change procedure, not retroactively. Changes expanding services or altering fees or liability require clear notice and the required assent. If a term is unenforceable, it is limited only as law permits and the remainder continues. FinLinks' duties and statutory rights are not displaced by a general third-party disclaimer.

12. Notices and contact

Finlinks Global Solutions LLC, 30 N Gould St Ste R, Sheridan, WY 82801, United States. Legal and privacy: legal@finlinksglobal.com. Software support: support@finlinksglobal.com. Compliance: compliance@finlinksglobal.com.