Terms of Service

Pactly is a technology platform that helps users create structured peer-to-peer agreements with conditional payment processing, transaction documentation, and evidence-based dispute resolution.

Pactly is not a bank, escrow provider, money transmitter, or financial institution. Payment services are provided through third-party financial service providers, including Stripe and its affiliates ("Payment Providers").

Pactly provides software tools that allow users to:

**Not a Bank.** Pactly is not a bank or depository institution. Funds handled through the Platform are not insured by the Federal Deposit Insurance Corporation (FDIC) or any similar deposit-insurance scheme, and do not earn interest while conditionally held.

**Conditional Holding.** When a payer authorizes a transaction, the Payment Provider may authorize, capture, or conditionally hold funds at the direction of the users and in accordance with the agreed terms. Pactly facilitates instructions to the Payment Provider but does not itself custody or control funds at any time.

**No Stored Value or Custodial Wallets.** Pactly does not provide stored-value accounts, custodial wallets, or any service that would require licensing as a money transmitter. All movement of funds is executed by the Payment Provider under its own terms and regulatory framework.

**External Payments.** When users choose to settle a transaction outside the Platform (for example Zelle, Venmo, Cash App, or cash), Pactly acts solely as a record-keeping tool. We do not facilitate, guarantee, or hold external payments, and disputes involving external payments are limited to the evidence captured within the Platform.

To use Pactly, you must:

By using Pactly, you represent and warrant that you meet these requirements.

You are responsible for:

Pactly may suspend or terminate accounts that:

All transactions on Pactly occur directly between users.

Users are solely responsible for:

Pactly is not a party to transactions between users and does not guarantee transaction outcomes.

Payments on Pactly are processed by third-party Payment Providers, including Stripe Connect. By using Pactly, you also agree to the applicable Payment Provider terms and policies, including the Stripe Connected Account Agreement, Stripe Terms of Service, and Stripe Privacy Policy.

Funds may be:

**Chargebacks and Payment Disputes.** Disputes involving card networks, banks, or Payment Providers are governed by the rules of the applicable Payment Provider and card network. Pactly reserves the right to contest chargebacks, recover losses associated with fraudulent or abusive chargebacks, and suspend accounts involved in such activity.

Transactions may include:

Once both parties accept and lock a transaction, the agreed terms become binding within the Platform unless modified by mutual agreement or dispute resolution. Locked agreements are stored with a tamper-evident hash to support audit integrity.

For milestone-based transactions, funds may be released incrementally after milestone approval.

For single-payment transactions, funds may be released upon completion confirmation or dispute resolution outcome.

Users are responsible for reviewing deliverables and submitting disputes within any applicable review periods.

If a dispute is opened:

Pactly may review:

A Pactly administrator may issue a resolution decision based on available evidence and platform policies. Resolution decisions are intended to be final within the Platform, subject to Payment Provider rules, card network policies, and applicable law.

Certain transactions or account activities may require identity verification through third-party verification providers.

Verification requirements may vary based on:

Pactly reserves the right to limit access to features pending verification.

You may not use Pactly for:

See our Acceptable Use Policy for the full list. Pactly may investigate and remove users engaging in prohibited conduct.

Pactly may charge transaction or service fees. Any applicable fees will be disclosed before transaction confirmation. Fees may be deducted from payouts or charged separately.

Platform fees are generally non-refundable except where required by applicable law, as further described in our Dispute Resolution & Refund Policy.

Users retain ownership of content uploaded to Pactly, including messages, files, images, and transaction evidence.

By uploading content, you grant Pactly a limited license to store, process, review, and use such content solely for platform operations, fraud prevention, dispute resolution, and legal compliance.

You represent that you have the rights to any content you upload and that it does not infringe the rights of any third party.

Pactly owns all rights in the Platform, including its branding, software, and design. User content remains owned by users as described above.

**DMCA Takedown.** If you believe content on the Platform infringes your copyright, you may submit a takedown notice under the Digital Millennium Copyright Act (DMCA). Notices must include:

Send notices to: dmca@pactlysecure.com or Pactly, Attn: DMCA Agent, [Registered Business Address].

We will process valid notices and may terminate accounts of repeat infringers.

Pactly may suspend, restrict, or terminate accounts for:

We reserve the right to refuse service at our discretion where permitted by law.

To the fullest extent permitted by law, Pactly shall not be liable for user disputes, failed or delayed transactions, fraudulent conduct by users, Payment Provider interruptions or decisions, or indirect, incidental, consequential, or punitive damages.

Pactly's total liability shall not exceed the total fees paid by you to Pactly during the twelve (12) months preceding the claim.

Pactly is provided on an "as is" and "as available" basis without warranties of any kind.

We do not guarantee:

You agree to indemnify, defend, and hold harmless Pactly and its officers, employees, and service providers from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of:

Pactly reserves the right to assume the exclusive defense of any matter for which it is entitled to indemnification, in which case you will cooperate with us in asserting available defenses.

Pactly shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, labor disputes, internet or infrastructure outages, Payment Provider failures, governmental actions, or public health emergencies.

You may not assign or transfer these Terms or your account without our prior written consent.

Pactly may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of all or part of its business. Any attempted assignment in violation of this section is void.

**Binding Arbitration.** Except for claims that may be resolved in small-claims court, any dispute or claim arising out of or relating to these Terms or the Platform shall be resolved by binding, individual arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect.

**No Class Actions.** You and Pactly agree that each party may bring claims against the other only in an individual capacity, and that any dispute will be arbitrated on an individual basis. You and Pactly waive the right to bring a class action, consolidated action, or representative action.

**Governing Law.** These Terms shall be governed by and construed under the laws of the State of California, without regard to conflict of law principles.

**Venue.** Arbitration hearings will take place in California, or as otherwise agreed by the parties. You and Pactly consent to the personal jurisdiction of the state and federal courts located in California for any matters not subject to arbitration or for enforcement of arbitration awards.

**Exception.** You and Pactly retain the right to seek injunctive or equitable relief in court to protect intellectual property rights or confidential information at any time.

We may update these Terms periodically. Material changes will be communicated through the Platform or by email. Continued use of the Platform after changes become effective constitutes acceptance of the updated Terms.

**Entire Agreement.** These Terms, together with our Privacy Policy, Acceptable Use Policy, Dispute Resolution & Refund Policy, Cookie Policy, and any other referenced policies, constitute the entire agreement between you and Pactly regarding the Platform.

**Severability.** If any provision of these Terms is held to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

**No Waiver.** No failure by Pactly to enforce any right or provision will be considered a waiver of any future enforcement.

For support or legal inquiries, contact:

Pactly — Support

Email: support@pactlysecure.com

Mailing address: [Registered Business Address]