Ebioro Merchant Terms of Service

Last Updated: June 1, 2026

These Terms of Service (the "Terms") are a legal agreement between you (the "Merchant", "you" or "your") and Ebioro UAB ("Ebioro", "we", "us" or "our"), a private limited liability company incorporated under the laws of the Republic of Lithuania, legal entity code 305994333, with its registered office at Laisvės pr. 60, Vilnius, Lithuania.

By creating a merchant account or using any Ebioro merchant service (the "Services"), you agree to these Terms. If you do not agree, do not use the Services. The Services are intended for business use; you confirm you are acting in the course of a trade, business or profession. Products offered by Ebioro under separate local authorisations are governed by their own terms.

1. The Services

1.1. Ebioro provides software and technical processing that enable you to accept digital asset payments (currently USDC on the Stellar network) from your customers ("Purchasers"), including:

• (a) Payment links — shareable links through which a Purchaser pays you;
• (b) Invoices — itemised invoices, including a configurable VAT line, payable online;
• (c) Checkout widget — an embeddable payment component for your website or e-shop;
• (d) E-commerce plugins — integrations for supported platforms (e.g. WooCommerce, Odoo);
• (e) Point of Sale (POS) — in-store acceptance via QR codes, with no additional hardware;
• (f) Merchant portal, API and webhooks — to create payments, view and manage transactions, configure your account and receive event notifications.

1.2. Ebioro acts solely as a technical service provider. We have no control over, and no responsibility for, the products or services you sell. The sale itself — delivery, quality, warranties, disputes and refunds — is between you and the Purchaser.

2. Regulatory Status and Non-Custodial Settlement — Important Notice

2.1. Ebioro UAB is not authorised as a crypto-asset service provider ("CASP") under Regulation (EU) 2023/1114 ("MiCA"), is not a bank, payment institution, electronic money institution or acquirer, and is not licensed or supervised by the Bank of Lithuania or any other EU financial supervisory authority in connection with the Services.

2.2. The Services are non-custodial. When you create your merchant account, a settlement account (the "Settlement Account") is generated for you through the merchant portal. Its signing key is created in, and protected by, a hardware-secured key management system operated by an independent specialist provider, and is owned by your user identity — not by Ebioro. You authorise outgoing transactions (for example refunds) by signing them in your browser, through a personal signing session established directly with that provider after you authenticate. Ebioro's systems receive only transactions you have already signed, and cannot sign on your behalf.

2.3. Purchaser payments settle directly to your Settlement Account on the Stellar network. Ebioro does not hold, receive, pool or control your funds, and cannot move them. You may transfer funds out of your Settlement Account at any time, to any account of your choosing. We intend to additionally offer a self-service facility to export your Settlement Account's keys; until it is available, portability is ensured by your ability to transfer funds out at any time.

2.4. Digital assets in your Settlement Account are not deposits and are not covered by any deposit guarantee or investor compensation scheme.

2.5. You are solely responsible for the security of the credentials that control your merchant account and signing sessions (portal login, email account used for authentication, API keys). Anyone able to use them can sign transactions from your Settlement Account.

3. Eligibility and Onboarding

3.1. To use the Services you must:

• (a) be at least 18 years old and legally authorised to bind the business you represent;
• (b) complete identity verification (KYC) or business verification (KYB), as applicable to your account type;
• (c) provide accurate, current and complete information, and keep it updated;
• (d) not be, and not be owned or controlled by persons, listed on the consolidated sanctions lists of the United Nations Security Council or the European Union;
• (e) not be located, incorporated or resident in an unsupported jurisdiction. The list of unsupported jurisdictions is published in the Legal section of our website and may change.

3.2. We may decline, suspend or revoke access if you do not meet onboarding requirements, fail periodic re-verification, or engage in prohibited activities (Section 9).

4. Fees and Pricing

4.1. Commerce payments are charged a percentage fee per transaction, based on your settled commerce volume over the trailing 30 calendar days:

4.2. How the tiers work:

• (a) volume counts settled commerce payments only; escrow transactions (Section 7) do not count toward volume;
• (b) your tier is recalculated automatically every day; no application or negotiation is required;
• (c) your current tier, trailing volume and the distance to the next tier are visible at any time in the merchant portal and via the API;
• (d) fees are collected automatically as part of each transaction's settlement.

4.3. Escrow transactions carry no Ebioro commission.

4.4. We may change the Fee Schedule with at least 30 days' prior notice by email or through the merchant portal. Changes apply prospectively. Continued use of the Services after the effective date constitutes acceptance.

4.5. Stellar network fees and the costs of your own integrations or third-party services are not included and may apply separately.

5. Settlement, Underpayments and Overpayments

5.1. Payments settle directly to your Settlement Account, normally within seconds of the Purchaser's payment being confirmed on the network.

5.2. Underpayments: if a Purchaser pays less than the requested amount, the amounts received still land in your Settlement Account, but the payment remains unsettled ("underpaid") until the remaining amount is received — additional payments by the Purchaser accumulate toward the same payment. The payment is reported as settled, and the corresponding webhook is sent, only once the full amount has been received, unless we make available an option for you to accept a lesser amount as full settlement.

5.3. Overpayments: amounts received in excess of the requested amount form part of the settled payment and remain in your Settlement Account; refunding an excess is at your discretion (Section 6).

5.4. Network transactions are irreversible. Ebioro cannot cancel, reverse or recall a settled payment.

6. Refunds

6.1. Refunds are at your discretion (or as required by the law applicable to your sales). You are responsible for publishing and honouring your own refund policy toward Purchasers.

6.2. Because settlement is non-custodial, refunds are initiated by you from the merchant portal and authorised by signing them in your browser (Section 2.2), from your own Settlement Account. Ebioro cannot execute a refund from your funds. You must maintain a sufficient balance to honour the refunds you approve.

7. Escrow (Optional)

7.1. For use cases that require it (for example marketplace or conditional sales), you may enable escrow. Escrowed payments are held in a dedicated escrow account until the agreed release conditions are met, and are then claimed to your Settlement Account or returned to the Purchaser.

7.2. Escrow release conditions, periods and the claiming process are configured and shown in the merchant portal. Escrow transactions carry no Ebioro commission (Section 4.3).

8. API, Credentials and Security

8.1. You are responsible for safeguarding your merchant credentials (API keys, secrets, portal logins) and for all activity performed with them. Notify us immediately at [email protected] if you suspect compromise; we may rotate or suspend credentials to protect you.

8.2. Your systems that receive webhooks must verify their authenticity (signature verification as described in the developer documentation). You are responsible for the security and availability of your own endpoints.

8.3. You will only use the API and plugins in accordance with the developer documentation and fair-use limits we may publish.

9. Acceptable Use

9.1. You may not use the Services to:

• (a) violate any law or regulation, or facilitate others doing so;
• (b) sell goods or services in prohibited or restricted categories. The list of prohibited business categories is published in the Legal section of our website and may change;
• (c) infringe intellectual property or other third-party rights;
• (d) engage in fraudulent, deceptive or abusive practices, or process payments on behalf of undisclosed third parties.

9.2. We screen transactions and merchant activity as part of our anti-money-laundering and counter-terrorist-financing programme, aligned with European Union law, United Nations sanctions and FATF guidance. We may request additional information about your business or specific transactions; failure to provide it may lead to restriction.

9.3. Because the Services are non-custodial, a restriction or termination under this Section limits your access to the Services — it does not transfer your funds to Ebioro, which has no ability to take control of your Settlement Account.

10. Taxes

You are solely responsible for determining, collecting, reporting and remitting all taxes applicable to your sales (including VAT). The invoicing feature applies the tax rate you configure; Ebioro does not verify it and does not provide tax advice.

11. Digital Assets

11.1. Supported digital assets are currently limited to USDC on the Stellar network. We may add or remove supported assets with advance notice.

11.2. USDC is a token issued by a third-party issuer (Circle) — not by Ebioro — that aims to maintain a stable value against the US dollar. The issuer is responsible for the token and its redemption; the issuer's terms are at https://www.circle.com/legal/usdc-terms. Digital assets are not legal tender; a token designed to be stable may fail to maintain its value.

12. Term, Suspension and Termination

12.1. You may close your merchant account at any time via the portal or by writing to [email protected]. Funds in your Settlement Account are unaffected — they are yours and remain under your control.

12.2. We may suspend or terminate the Services, in whole or in part, if you breach these Terms, fail compliance checks, create risk for Ebioro, Purchasers or third parties, or where required by law. Where reasonable, we will give notice and an opportunity to remedy.

12.3. Accrued fees and Sections 9.3, 10, 13–16 survive termination.

13. Liability

13.1. The Services are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant uninterrupted or error-free operation of the Services, the Stellar network or any third-party service.

13.2. To the maximum extent permitted by law, Ebioro is not liable for: indirect, incidental, special, consequential or punitive damages; loss of profits, business or data; Purchaser disputes; failures of third parties (network, issuers, plugins' host platforms, your hosting); or losses caused by compromise of credentials or accounts under your control.

13.3. To the maximum extent permitted by law, Ebioro's aggregate liability under these Terms shall not exceed the greater of (i) the total fees you paid to Ebioro in the three months preceding the event giving rise to the claim, and (ii) EUR 100.

14. Indemnity

You will defend, indemnify and hold Ebioro harmless from claims, damages and expenses (including reasonable legal fees) arising out of your sales to Purchasers, your breach of these Terms, your violation of law, or your use of third-party services.

15. Intellectual Property and Feedback

15.1. The Services, their design, trademarks and content are owned by Ebioro or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for your business in accordance with these Terms. Open-source components (including plugins) are licensed under their respective licences.

15.2. If you provide feedback or suggestions, you grant Ebioro a worldwide, perpetual, royalty-free licence to use them without restriction or compensation.

16. General

16.1. Communications: you agree to receive all notices electronically, by email to your registered address or through the merchant portal.

16.2. Changes to these Terms: we may amend these Terms with at least 30 days' notice for material changes (except where immediate effect is required by law). Continued use after the effective date constitutes acceptance.

16.3. Complaints: write to [email protected]; we acknowledge within 5 business days and respond substantively within 15 business days.

16.4. Governing law and jurisdiction: these Terms are governed by the laws of the Republic of Lithuania; disputes are resolved by the competent courts of Vilnius, Lithuania, unless mandatory law provides otherwise.

16.5. If any provision is held invalid, the remainder remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a corporate reorganisation. These Terms are available in English and Spanish; in case of conflict, the English version prevails.

17. Contact

Ebioro UAB Legal entity code: 305994333 Laisvės pr. 60, Vilnius, Lithuania Email: [email protected]