Terms of Service

Effective date: April 9, 2026 — Last updated: April 9, 2026

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Pay Oren platform ("Platform", "we", "us", or "our") operated by Osmosia Venture LLC, a company incorporated in the State of Delaware, United States ("Company").

By registering for or using the Platform, you ("Merchant" or "you") agree to be bound by these Terms in full. If you do not agree, you must not use the Platform.

2. Description of Service

Pay Oren is a payment facilitation platform that enables Shopify merchants to offer a custom checkout experience powered by Stripe. The Platform acts as a payment facilitator between you (the Merchant) and Stripe, Inc. ("Stripe"). Through the Platform you can:

• Connect a Stripe account to accept payments from your customers.
• Offer a branded checkout page with real-time shipping rates and discount codes.
• Automatically sync completed orders back to your Shopify store.
• View payment activity and order history via the merchant dashboard.

3. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or your business. By using the Platform you represent and warrant that you meet these requirements. The Platform is intended for business use only; use by individual consumers for personal purchases is not permitted.

4. Stripe Connect and Payment Processing

Payment processing services on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these Terms or continuing to operate as a Merchant on the Platform, you agree to be bound by the Stripe Connected Account Agreement, as may be amended by Stripe from time to time.

As a condition of the Platform enabling Stripe payment processing services, you agree to provide accurate and complete information about yourself and your business, and authorise the Platform to share this information with Stripe. The Platform is not responsible for the availability, accuracy, or continuity of Stripe's payment processing services.

5. Platform Fees

The Platform charges a processing fee of 4.9% + 50¢ per completed transaction processed through the Platform ("Processing Fee"). This fee includes all payment processing costs and is deducted automatically from each transaction before funds are transferred to your Stripe account. There are no monthly fees, setup fees, or cancellation fees.

We reserve the right to modify the Platform Fee by providing at least 30 days' notice. Continued use of the Platform after the notice period constitutes acceptance of the revised fee.

6. Merchant Obligations

You agree to:

• Provide accurate, truthful, and up-to-date information during registration and at all times thereafter.
• Comply with all applicable laws and regulations in your jurisdiction, including those relating to consumer protection, data privacy, and e-commerce.
• Comply with Stripe's Acceptable Use Policy and Connected Account Agreement at all times.
• Maintain accurate product descriptions, pricing, and inventory information in your Shopify store.
• Fulfil customer orders promptly and honour any refunds or returns as required by applicable law and your own stated policies.
• Maintain a published refund and returns policy accessible to your customers.
• Keep your account credentials confidential and notify us immediately of any unauthorised access.

7. Prohibited Activities

You must not use the Platform to sell or facilitate the sale of:

• Illegal goods or services of any kind.
• Counterfeit, fraudulent, or misrepresented products.
• Products or services that violate third-party intellectual property rights.
• Adult content, weapons, controlled substances, or other products restricted by Stripe's Acceptable Use Policy.
• Products or services that are designed to deceive, harm, or defraud customers.

You must not attempt to circumvent, disable, or interfere with the Platform's security features, fee mechanisms, or fraud controls. Any such attempt will result in immediate account termination and may be reported to relevant authorities.

8. Acceptable Use Policy (AUP)

As a Stripe Connect platform, we are required to establish and enforce an Acceptable Use Policy governing the conduct of all sub-merchants ("Merchants") who use the Platform. By registering and using the Platform, you agree to comply with this AUP at all times.

Permitted Use

You may only use the Platform to sell lawful goods and services through your registered business. You must ensure that your business practices comply with all applicable laws and regulations in your jurisdiction and in any jurisdiction where your customers are located.

Prohibited Goods and Services

In addition to the Prohibited Activities listed in Section 7, Merchants must not use the Platform in connection with any of the following categories of goods or services:

• Financial services: Unlicensed money transmission, cryptocurrency exchanges without applicable licences, binary options, Ponzi or pyramid schemes, or any investment scheme that promises guaranteed returns.
• Gambling: Online gambling, sports betting, lotteries, or fantasy sports involving real-money prizes.
• Regulated substances: Prescription drugs, controlled substances, drug paraphernalia, tobacco, vaping products, or alcohol sold without the required licences.
• Adult content: Pornography, adult entertainment, escort services, or any sexually explicit material.
• Weapons: Firearms, ammunition, explosives, or any item subject to export control laws (e.g. ITAR, EAR), as well as items that circumvent weapon regulations (e.g. ghost guns, conversion kits).
• Harmful or deceptive products: Products or services making false claims (e.g. miracle cures, unfounded health claims), counterfeit goods, or items that infringe intellectual property rights.
• Sanctioned parties or geographies: Any transaction involving individuals, entities, or countries subject to economic sanctions administered by OFAC, the EU, or other applicable authorities.
• High-risk services: Multi-level marketing, subscription traps, negative-option billing, or any business model associated with elevated chargeback rates without our prior written approval.

Conduct Requirements

All Merchants must:

• Display clear and accurate product descriptions, pricing (including all taxes and fees), and refund/return policies before completing a transaction.
• Maintain a chargeback rate below the thresholds set by Stripe and applicable card networks. Persistent elevated chargeback rates may result in account suspension.
• Not engage in transaction laundering (processing payments for a business or product category other than what is registered with the Platform).
• Not attempt to split transactions to circumvent authorisation thresholds or fraud controls.
• Promptly respond to Platform or Stripe requests for information relating to your business, transactions, or customers.

Enforcement

We monitor Merchant activity for compliance with this AUP. Violations may result in warnings, transaction holds, account suspension, or permanent termination, depending on severity. We reserve the right to report suspected illegal activity to law enforcement or regulatory authorities. Appeals may be submitted to [email protected].

9. Chargebacks and Disputes

You are solely responsible for managing and resolving customer disputes, chargebacks, and refund requests relating to transactions processed through your account. The Platform facilitates payment processing but is not a party to the transaction between you and your customers.

In the event of a chargeback, Stripe will deduct the disputed amount (plus any chargeback fees) from your Stripe account balance in accordance with Stripe's policies. The Platform is not liable for chargeback losses or Stripe-imposed penalties.

You agree to cooperate fully with the Platform and Stripe in the investigation of any suspected fraudulent transactions or disputes, including providing supporting documentation upon request.

10. Account Suspension and Termination

We may suspend or terminate your access to the Platform at any time, with or without notice, if:

• You breach any provision of these Terms.
• We are required to do so by Stripe or by applicable law.
• We reasonably suspect fraudulent, abusive, or unlawful activity associated with your account.
• Your Stripe connected account is suspended, restricted, or terminated by Stripe.

You may terminate your account at any time by contacting us at [email protected]. Upon termination, any outstanding Platform Fees remain due and payable. Termination does not affect transactions already in progress or any obligations that arose before termination.

11. Data and Privacy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform you consent to the collection, use, and sharing of your information as described in the Privacy Policy, including sharing necessary data with Stripe for payment processing purposes.

You are responsible for ensuring that your collection and use of your customers' personal data complies with all applicable data protection laws, including obtaining any necessary consents from your customers.

12. Intellectual Property

The Platform and all of its content, features, and functionality are owned by Osmosia Venture LLC and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to use the Platform solely for the purposes described in these Terms. You must not copy, modify, distribute, or create derivative works based on the Platform without our prior written consent.

13. Disclaimer of Warranties

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components.

14. Limitation of Liability

To the fullest extent permitted by applicable law, Osmosia Venture LLC and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption, arising out of or in connection with your use of the Platform, even if we have been advised of the possibility of such damages.

Our total liability to you for any claim arising out of or relating to these Terms or the Platform shall not exceed the total Platform Fees paid by you in the three (3) months preceding the claim.

15. Indemnification

You agree to indemnify, defend, and hold harmless Osmosia Venture LLC and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with your use of the Platform, your breach of these Terms, your products or services, or your violation of any applicable law or third-party right.

16. Modifications to the Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page and, where changes are material, notify you by email or via the Platform dashboard. Your continued use of the Platform after any changes constitutes your acceptance of the updated Terms.

17. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Platform shall be resolved exclusively in the courts of the State of Delaware, United States, and you consent to personal jurisdiction in those courts.

18. Contact

If you have any questions about these Terms, please contact us at:

Osmosia Venture LLC
P.O. Box 571, Nassau, DE 19969, United States
[email protected]