Appendix A

PART I — SHARED TERMS

1. Applicability

1.1 Scope. Part I applies to every person and entity that uses the Service. Part II applies to Users. Part III applies to Merchants. Part IV applies to all of them. Where a party acts in both capacities, both Parts apply to that party in the applicable capacity.

1.2 No User-Merchant privity. Nothing in Part II or Part III creates any right, claim, or obligation between a User and a Merchant. Those Parts govern only the relationship between Payken and the party to whom the Part applies.

2. Definitions

2.1 Incorporation. Definitions in the Governing Agreement apply to this Appendix A. The following additional definitions apply.

2.2 “Account Receipt Role”. means Payken’s limited-purpose function of receiving value for a User and recording it to that User’s account in a smart contract, as described in Section 9.

2.3 “Chargeback”. means a reversal of a payment initiated under the dispute procedures of a card network, bank, automated clearing house, or payment application.

2.4 “Final Settlement”. means the point at which a settlement is no longer subject to reversal, recoupment, hold, or clawback under this Appendix A, under the rules of an applicable Payment Processor or network, or under applicable law.

2.5 “Merchant”. means a merchant, seller, organizer, consignor, nonprofit, institution, or other counterparty that offers goods, services, tickets, memberships, or other offerings through or in connection with the Service and that receives settlement through the Service.

2.6 “Merchant of Record Role”. means Payken’s position in the payment processing chain as merchant of record for applicable Transactions.

2.7 “Net Settlement Amount”. means the amount payable to a Merchant after the applicable discount, fees, Reserves, setoffs, recoupments, and any other deduction permitted by this Appendix A.

2.8 “Payment Reversal”. means any Chargeback, return, reversal, dispute, retrieval, processor or network reversal, ACH return, unauthorized-transaction finding, clawback, or similar reversal, rejection, or failure of a payment or payout.

2.9 “Reserve”. means any amount Payken withholds, delays, or sets aside from settlement, whether characterized as a reserve, holdback, rolling reserve, or delayed release.

2.10 “User”. means a person or entity that holds a Payken account and initiates or authorizes Transactions through the Service.

3. Payken’s Role; No Custody in the Payment Chain; Account Carveout

3.1 Merchant of Record Role. In the Merchant of Record Role, Payken is not a Payment Processor, a bank, a Merchant, or the provider of any good, service, ticket, membership, or other offering. Payken’s appearance as merchant of record does not make Payken a party to the underlying transaction between a User and a Merchant.

3.2 No custody in the payment chain. In the Merchant of Record Role, Payken does not hold funds or property for any User or Merchant in trust, escrow, bailment, fiduciary custody, or any similar protected capacity. Amounts moving through the payment chain are not segregated for the benefit of any party except as required by applicable law or by a Payment Processor.

3.3 Account carveout. Section 3.2 does not apply to the Account Receipt Role. Value received for a User and recorded to that User’s account is held in a smart contract, separate from Payken’s operating funds and not used as working capital, on the terms stated in Section 9. Payken holds that value as a limited-purpose intermediary and not as a bank, trustee, escrow agent, or fiduciary.

3.4 No agency; no fiduciary relationship. Except to the limited extent expressly stated in this Appendix A, Payken is not the agent, broker, insurer, trustee, fiduciary, partner, joint venturer, or financial advisor of any User or Merchant.

4. Conditionality and Third-Party Dependence

4.1 Conditional approval. Any authorization, approval, confirmation, balance, or status displayed through the Service is conditional until the underlying payment has cleared every applicable processor, network, bank, and compliance control and has reached Final Settlement.

4.2 No guarantee of payment, settlement, or finality. Payken does not warrant that any payment will be approved, that any settlement will occur on any schedule, or that any credited value is final. Settlement executed automatically under a smart contract is nonetheless subject to this Appendix A.

4.3 Third-party dependence. The Service depends on Payment Processors, banks, card networks, identity verification providers, and digital-asset infrastructure that Payken does not control. Payken is not responsible for the acts, omissions, delays, outages, rules, or determinations of those third parties.

4.4 Compliance and risk controls. Payken may delay, hold, decline, reverse, or unwind any Transaction, settlement, or withdrawal where reasonably necessary for legal, regulatory, sanctions, fraud, security, processor, network, or operational reasons, including during a pending investigation.

5. Scope of Dispute Authority

5.1 Payment-channel disputes. Payken may receive, respond to, contest, concede, and resolve Chargebacks and other payment-channel disputes relating to Transactions for which it is merchant of record, and may do so without the prior consent of the User or the Merchant.

5.2 No adjudication of underlying transactions. Payken does not determine whether a good was delivered, whether a service was performed, whether a ticket was honored, or what any party owes another. Those questions remain between the User and the Merchant.

5.3 Protective action preserved. While a dispute between a User and a Merchant is pending, Payken may hold, delay, or restrict associated settlement, withdrawal, or account activity without deciding the dispute.

6. Cooperation, Records, and No Double Recovery

6.1 Cooperation. Users and Merchants shall respond promptly to Payken’s requests for verification, documentation, and information relating to a Transaction, a Payment Reversal, or a compliance review.

6.2 Records as evidence. Payken’s transaction records, including onchain records, are presumptively accurate evidence of what the Service recorded and when. A party contesting a record bears the burden of showing it is inaccurate.

6.3 No double recovery. No party may recover the same loss more than once. Amounts recovered from a card issuer, bank, payment provider, insurer, Merchant, or other source reduce any amount otherwise recoverable from Payken.

PART II — USER PROVISIONS

7. Payment Method Authorization and Merchant-Directed Flows

7.1 Payment Processors. Payken may use one or more Payment Processors, each under its own terms, and may change them at any time.

7.2 Authorization to charge and process. You authorize Payken and its Payment Processors to store, tokenize, validate, and charge your payment method for Transactions you initiate or authorize, and to originate corresponding credits and debits.

7.3 Method ownership and accuracy. You represent that you are the lawful owner or authorized user of each payment method you link, that it is free of any restriction or adverse claim preventing its authorized use, and that the information you provide about it is accurate and current.

7.4 Merchant-directed settlement authorization. You authorize Payken to direct settlement of your Transactions to or for the benefit of the applicable Merchant in accordance with the terms configured for that Transaction.

7.5 Receipt authorization. You authorize Payken to receive value on your behalf in connection with refunds, payouts, or other distributions, and to record that value to your account subject to Section 9.

8. Payment Reversals, Holds, and Recovery

8.1 Payment Reversals. Where a Transaction is subject to a Payment Reversal, Payken may reverse, debit, or recover the corresponding value from your account, from a linked payment method, or from any amount otherwise payable to you.

8.2 Post-consumption recovery. Payken may exercise its rights under Section 8.1 even where the good, service, ticket, or other benefit has already been delivered, used, redeemed, or consumed.

8.3 Restrictions pending review. Payken may freeze or restrict account activity, settlement, and withdrawal while a Payment Reversal or related investigation is pending.

8.4 Reimbursement obligation. You shall reimburse Payken for the amount of any Payment Reversal attributable to your Transactions, together with associated processor, network, and bank fees and reasonable costs of recovery.

8.5 Challenge process. You may contest a determination under this Section by submitting supporting documentation to Payken within five (5) business days of notice. Payken will consider timely submissions but retains final authority over payment-channel positions under Section 5.1.

8.6 Holds and delays. Payken may hold or delay settlement, credit, or withdrawal for fraud prevention, verification, sanctions screening, processor requirements, or other operational or legal reasons.

8.7 Conditions precedent to release. Value recorded to your account becomes available for withdrawal only after the applicable configured terms are met, any applicable hold has lapsed, and any pending Payment Reversal or investigation has been resolved.

8.8 Setoff. Payken may set off any amount you owe it under the Governing Agreement or this Appendix A against value recorded to your account or against any payout otherwise due to you.

8.9 User hold-harmless. You bear the risk of Payment Reversals arising from your own conduct, your payment methods, or unauthorized use of your credentials, and you shall hold Payken harmless for losses arising from them, except to the extent caused by Payken’s gross negligence or willful misconduct.

9. Account Receipt Role

9.1 Distinct role. The Account Receipt Role is distinct from the Merchant of Record Role and is governed by this Section rather than by Section 3.2.

9.2 Limited functionality. Your account supports only the functions Payken expressly enables. It is not a bank account, a deposit account, or an investment account, it is not insured by the FDIC or any government agency, and it does not earn interest.

9.3 Tender governs. Payken records to your account only the value actually tendered for your benefit. Recording value is not a determination that any Merchant has satisfied any obligation to you.

9.4 Addressing and instruction risk. You are responsible for the accuracy of the withdrawal destinations and instructions you provide. Payken is not responsible for value sent according to instructions you gave.

9.5 Digital asset risks. Payken is not responsible for loss in value or availability resulting from depeg events, blockchain congestion, forks, outages, protocol failures, or third-party infrastructure failures.

9.6 No rehypothecation. Payken will not invest, lend, rehypothecate, or otherwise deploy for its own account any value held pending settlement, review, or release on your behalf.

9.7 Restrictions and controls. Payken may freeze, restrict, delay, reject, or reverse account activity for legal, compliance, fraud, sanctions, technical, processor, Merchant, or operational reasons.

9.8 Account closure. On termination, Payken may hold recorded value for the period reasonably necessary to resolve pending Transactions, Payment Reversals, investigations, and legal or regulatory obligations before releasing any remaining balance to you.

10. Goods, Services, and Fulfilment Disputes

10.1 Merchant responsibility. Disputes about goods, services, tickets, memberships, events, or other offerings are between you and the Merchant, and you shall pursue them with the Merchant.

10.2 Notification only. A notice from Payken that value has been tendered, recorded, or settled is a statement of what the Service recorded and is not a determination of any Merchant’s obligation to you.

10.3 Cooperation during disputes. You shall cooperate with Payken’s reasonable requests for information while a dispute involving your Transaction is pending.

PART III — MERCHANT PROVISIONS

11. Merchant Settlement

11.1 Conditional settlement. Settlement to a Merchant is conditional until Final Settlement and remains subject to Reserve, setoff, recoupment, and clawback under this Appendix A.

11.2 Net Settlement Amount. Payken settles the Net Settlement Amount. Payken may adjust the Net Settlement Amount to reflect Payment Reversals, refunds, fees, Reserves, and amounts otherwise owed to Payken.

11.3 Depeg and post-initiation digital-asset risk. Where settlement value is denominated or translated into a stablecoin, gain or loss resulting from a depeg event, blockchain congestion, protocol failure, or third-party infrastructure failure occurring after a Transaction is initiated is borne by the Merchant.

12. Reserves, Holdbacks, Clawback, and Setoff

12.1 Reserves and holdbacks. Payken may establish, increase, or extend a Reserve based on Chargeback or refund rates, fraud indicators, compliance concerns, processor or network requirements, business change, or other risk to Payken, Users, or Payment Processors.

12.2 Merchant-side dispute risk. The risk of disputes about fulfilment, delivery, cancellation, event performance, or the quality or legality of an offering is allocated to the Merchant.

12.3 Clawback and recoupment. Payken may recover from a Merchant amounts associated with Payment Reversals, refunds, fraud, compliance failures, breach of the Governing Agreement, and associated fees and reasonable costs of recovery, whether by debit, deduction, invoice, or offset.

12.4 Setoff. Payken may set off amounts owed to it by a Merchant against current or future settlements, Reserves, or other amounts payable to that Merchant or its affiliates.

13. Representment and Documentation

13.1 Documentation cooperation. A Merchant shall provide transaction records, fulfilment evidence, and other requested documentation within five (5) business days of Payken’s written request, or within any shorter period applicable processor or network rules require.

13.2 Representment authority. Payken controls the response to any Chargeback or payment-channel dispute for which it is merchant of record, including whether to contest, concede, or settle.

13.3 Failure to cooperate. Where a Merchant fails to cooperate under Section 13.1, Payken may concede the dispute, suspend or reverse settlement, establish or increase a Reserve, or suspend the Merchant’s access to the Service.

14. Merchant Hold-Harmless and Tender

14.1 Hold-harmless in favor of Payken. A Merchant shall hold Payken harmless from losses, costs, and liabilities arising from the Merchant’s offerings, its fulfilment or non-fulfilment, its compliance failures, and Payment Reversals attributable to it, except to the extent caused by Payken’s gross negligence or willful misconduct.

14.2 Tender without adjudication. Payken’s receipt, recording, or transmission of value in connection with a Merchant’s Transactions is not an adjudication of any obligation between the Merchant and a User.

PART IV — GENERAL PROVISIONS

15. Precedence, Survival, and Savings

15.1 Subject-matter precedence. As to payment, account, settlement, reversal, hold, Reserve, setoff, recoupment, and related funds-flow matters, this Appendix A controls over any conflicting provision of the Governing Agreement.

15.2 Body-document carveouts preserved. Carveouts in the Governing Agreement for gross negligence, willful misconduct, and non-waivable rights under applicable law are preserved and apply to this Appendix A.

15.3 No expansion of exposure. This Appendix A does not expand Payken’s liability beyond the limits stated in the Governing Agreement.

15.4 Savings clause. Nothing in this Appendix A waives or limits any right that cannot be waived or limited under applicable law, including any refund, chargeback, or error-resolution right you may have with your card issuer, bank, or payment provider.

15.5 Survival. Sections 3, 4, 5, 6, 8, 9, 12, 13, 14, and 15 survive termination of the Governing Agreement.