1. Introduction and scope

These Merchant Terms of Service ("Merchant Terms") form a binding agreement between AgeOnce ("we," "us," or "our") and the organization identified in an order form, sign-up flow, or account settings ("Customer," "Merchant," or "you"). They govern your access to and use of the AgeOnce platform (dashboard, APIs, SDKs, and related services, together the "Platform") for the purpose of verifying the age of your end users.

These Merchant Terms incorporate by reference our Privacy Policy, Biometric Information Privacy Policy, and Data Processing Agreement ("DPA"). In case of conflict, a signed order form controls over these Merchant Terms, which control over linked policies, except for mandatory data-protection terms in the DPA, which prevail for the processing of end-user personal data.

2. Definitions

Key definitions:

• "End User" — an individual who uses AgeOnce to have their age verified, typically directed from your property.
• "Verification Result" — the age-eligibility outcome (for example, over 16 / 18 / 21) and associated token or audit identifier returned to your property after a successful verification.
• "API Credentials" — client IDs, client secrets, and API keys issued to your organization.
• "Customer Data" — information you submit to the Platform that is not End-User Personal Data (for example, organization profile, configuration, billing).
• "End-User Personal Data" — personal data collected or processed by the Platform as part of End-User verification, processed by us as a processor on your behalf as set out in the DPA.

3. Account registration and eligibility

To use the Platform, you must register an organization account, provide accurate information, and keep it up to date. You represent that the individual signing up is authorized to bind the organization to these Merchant Terms. You must be a legally-operating business and comply with applicable export-control and sanctions laws.

4. License and access grant

Subject to these Merchant Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to access and use the Platform solely to verify the age of your End Users and to integrate the Verification Result into your product.

Reserved rights: We and our licensors retain all rights in and to the Platform, including software, documentation, trademarks, and models. You do not acquire any rights except as expressly granted. You may not (a) reverse engineer, decompile, or disassemble the Platform, (b) resell, sublicense, or rent it, (c) use it to build a competing product, or (d) remove or obscure proprietary notices.

5. Customer obligations

You agree to:

• Use the Platform only for lawful purposes and in compliance with applicable laws (including age-verification, consumer-protection, and data-protection laws in each jurisdiction where you operate).
• Present AgeOnce to End Users fairly and accurately, including the links to our end-user Terms, Privacy Policy, and Biometric Information Privacy Policy where required, and the 16+ minimum platform age.
• Protect API Credentials, not share them with unauthorized parties, rotate them promptly if exposed, and use only the redirect URIs configured in your account.
• Only request the minimum verification necessary for your use case (for example, the lowest age threshold that meets your legal requirement).
• Not attempt to identify, re-identify, or combine Verification Results with data about End Users in a way that is inconsistent with what End Users were told.
• Not probe, scan, or test the vulnerability of the Platform, circumvent security controls, or interfere with other customers.

6. Fees, billing, and taxes

Fees, usage limits, and billing frequency are set in the plan you select or in a signed order form. Unless stated otherwise, fees are payable in advance, non-refundable, and processed by Stripe. You authorize us to charge the payment method on file for recurring fees and for usage-based charges metered from verification events.

Taxes: Fees are exclusive of taxes, duties, and levies, which you are responsible for, unless we are legally required to collect them from you.

Late payment: If a payment is not received when due, we may suspend access after reasonable notice and apply late-payment interest where permitted by law.

7. Data protection and role allocation

End-User Personal Data processed through the Platform at your direction is processed by us as a processor on your behalf. The processing is governed by the DPA, which forms part of these Merchant Terms and prevails over any conflicting provision for that processing.

Customer Data (for example, your organization details, billing data, and dashboard activity) is processed by us as a controller under our Privacy Policy.

You are responsible for having an appropriate legal basis and for giving End Users the notices required by applicable law. We will provide reasonable assistance as set out in the DPA.

8. Acceptable use

In addition to the obligations above, you will not use the Platform to (a) harass, defraud, or discriminate unlawfully against End Users, (b) bypass age-restricted laws, (c) process data for advertising or profiling unrelated to age verification, (d) distribute malware, or (e) otherwise violate our end-user Terms of Service. We may enforce acceptable use through suspension or termination.

9. Service availability and support

We will use commercially reasonable efforts to keep the Platform available. We may schedule maintenance windows and may update the Platform from time to time. Scheduled maintenance will be communicated in advance where feasible.

Support: Unless your plan states otherwise, support is provided on a best-effort basis by email at hi@ageonce.com during normal business hours.

10. Suspension and termination

Either party may terminate these Merchant Terms for convenience at the end of the current subscription period by notice in writing. We may suspend or terminate immediately for material breach, non-payment, security risk, legal compulsion, or use that threatens the Platform or its users.

Effect of termination: Your right to access the Platform ends; you must cease use of API Credentials; accrued fees remain payable; sections that by their nature should survive (for example, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive. Data return or deletion is handled per the DPA.

11. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The recipient will (a) protect it with the same care it uses for its own Confidential Information, and no less than reasonable care, (b) use it only to perform these Merchant Terms, and (c) not disclose it to third parties except to personnel, advisors, or subprocessors bound by similar confidentiality obligations. Confidential Information does not include information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (subject to prompt notice where permitted).

12. Intellectual property and feedback

Each party retains all rights in its own pre-existing IP. You grant us a non-exclusive, worldwide, royalty-free license to use Customer Data and integration materials only as necessary to provide and improve the Platform, consistent with the DPA and our Privacy Policy.

Feedback: If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without obligation to you.

13. Warranties and disclaimers

Mutual: Each party represents that it has authority to enter into these Merchant Terms and will comply with applicable laws in performing them.

Disclaimer: EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF OCR OR FACE-MATCHING RESULTS. AGE VERIFICATION IS A RISK-MITIGATION TOOL AND NOT A GUARANTEE OF AN INDIVIDUAL'S ACTUAL AGE OR IDENTITY.

14. Indemnification

By you: You will defend and indemnify AgeOnce against third-party claims arising out of (a) your use of Verification Results, (b) your products or services, (c) violation of laws applicable to your business, including age-verification obligations, or (d) breach of Section 5 or Section 8.

By us: We will defend and indemnify you against third-party claims alleging that the Platform, as provided by us and used within these Merchant Terms, infringes a third party's intellectual property rights, and pay damages or settlements finally awarded. This does not apply to claims arising from modifications not made by us, use outside the documentation, or combination with materials not provided by us.

Process: The indemnified party will (a) notify the indemnifying party promptly, (b) give sole control of defense and settlement (no settlement that admits liability or imposes obligations on the indemnified party without consent), and (c) provide reasonable cooperation.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE MERCHANT TERMS WILL NOT EXCEED THE GREATER OF (i) THE FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE THOUSAND U.S. DOLLARS ($1,000).

The above limitations do not apply to (a) breach of confidentiality, (b) indemnification obligations, (c) your payment obligations, or (d) liability that cannot be limited under applicable law.

16. Term, renewal, and changes

Term: These Merchant Terms begin when you first accept them or use the Platform and continue until terminated.

Renewal: Subscription plans renew automatically for successive periods at the then-current rates unless cancelled before renewal.

Changes: We may update these Merchant Terms. Material changes will be communicated in the Platform, by email, or by a notice on our site with reasonable advance notice where required. Continued use after the effective date is acceptance.

17. Governing law

These Merchant Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Operator: AgeOnce is currently operated as an independent project (see Section 1 of the Privacy Policy). We intend to complete formal business registration (for example, as a Delaware limited liability company) as the business grows. When we do, the registered entity will be the named counterparty under these Merchant Terms and we will update this section and the "Last updated" date.

Venue for non-arbitrable claims: Subject to Section 18 (Dispute Resolution; Binding Individual Arbitration; Class Action Waiver), the state and federal courts located in New Castle County, Delaware, will have exclusive jurisdiction over any dispute not required to be resolved in arbitration, and each party consents to personal jurisdiction and venue in those courts.

Pre-arbitration informal resolution: Before initiating arbitration or court proceedings, the parties will attempt to resolve the dispute in good faith for 30 days after written notice is sent to legal@ageonce.com (for AgeOnce) or to the email on your organization's account (for you). This is a condition precedent to arbitration or litigation.

18. Dispute resolution; binding individual arbitration; class action waiver (US merchants)

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOUR ORGANIZATION TO RESOLVE MOST DISPUTES WITH AGEONCE ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION INSTEAD OF IN COURT, AND WAIVES THE RIGHT TO PARTICIPATE IN CLASS ACTIONS OR JURY TRIALS, EXCEPT AS EXPRESSLY STATED BELOW. YOU MAY OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SUBSECTION (g).

(a) Scope. This Section 18 applies to all Disputes between your organization (if it is formed or headquartered in the United States) and AgeOnce arising out of or relating to these Merchant Terms, the DPA, any order form, or the Platform, including the validity, enforceability, or scope of this Section. "Dispute" means any past, present, or future claim, controversy, or demand of any kind, whether based in contract, tort, statute, regulation, or any other legal theory. If your organization is not formed or headquartered in the United States, the arbitration requirement does not apply and Section 17 (Governing law) governs.

(b) Pre-arbitration informal resolution. As required by Section 17, before initiating arbitration a party must first send a written notice of dispute to legal@ageonce.com (if you are initiating) or to the email associated with your organization's account (if we are initiating), describing the dispute, the relief requested, and the party's contact information. The parties will attempt in good faith to resolve the dispute for 30 days. Only after 30 days may a party initiate arbitration. Limitation periods and filing-fee deadlines will be tolled during this period.

(c) Individual arbitration. If the dispute is not resolved informally, the parties will resolve it exclusively by binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules & Procedures (or, for claims within its threshold, its Streamlined Arbitration Rules & Procedures), as modified by this Section. A single arbitrator will be selected under the JAMS rules, unless the amount in controversy exceeds US $5,000,000, in which case either party may request a panel of three arbitrators. The arbitration will be conducted in English. The seat and legal place of arbitration will be Wilmington, Delaware, United States, and hearings may be conducted in Delaware or, with mutual agreement, by videoconference or on the basis of documents only.

(d) Arbitration fees. Each party will bear its own attorneys' fees and will share the JAMS administrative and arbitrator fees equally, except that the arbitrator may reallocate fees in accordance with the JAMS rules or applicable law if a party's position or conduct warrants it.

(e) Exceptions / carve-outs. Notwithstanding this Section, either party may: (i) seek preliminary, interim, or injunctive relief in any court of competent jurisdiction to protect intellectual-property rights, trade secrets, confidentiality, security, or Platform integrity; (ii) bring a collection action for accrued, undisputed fees; (iii) enforce audit rights under Section 11 (Confidentiality) or under the DPA; and (iv) bring enforcement actions, validity determinations, or claims arising out of or relating to theft, piracy, or unauthorized use of intellectual property. Seeking such relief does not waive the right to arbitrate other Disputes.

(f) CLASS ACTION WAIVER; JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER, INCLUDING BY JOINING CLAIMS WITH OTHER MERCHANTS. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL CLAIMANT AND MAY NOT AWARD CLASS-WIDE OR REPRESENTATIVE RELIEF. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY ALSO WAIVES ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE PERMITTED BY THIS SECTION TO BE HEARD IN COURT.

(g) 30-day opt-out. Your organization may opt out of this Section 18 by sending written notice to legal@ageonce.com within 30 days after you first accept these Merchant Terms (including via the click-through acceptance recorded in the merchant legal events log). The notice must include your organization's legal name, the email address of an authorized representative, and the statement: "Our organization opts out of arbitration with AgeOnce." If you timely opt out, this Section 18 does not apply to you and Section 17 (Governing law) continues to apply. Opting out does not affect any other provision of these Merchant Terms. You may not opt out on behalf of other merchants or any class.

(h) Severability of this Section. If the class-action waiver in subsection (f) is found to be unenforceable as to a particular claim or request for relief, then that claim or relief (and only that claim or relief) will be severed and may be brought in court, while the remainder of this Section 18 and these Merchant Terms will continue to apply. If subsection (f) as a whole is found to be unenforceable, the entirety of this Section 18 will be void; the remainder of these Merchant Terms will still apply.

(i) Survival. This Section 18 survives termination of these Merchant Terms.

(j) Changes to this Section. We will not apply material changes to this Section 18 to any Dispute that arose before the change became effective. If we make a material change, we will provide notice as set out in Section 16; you may opt out of the change by sending written notice to legal@ageonce.com within 30 days of the change, in which case the pre-change version of this Section will continue to apply to you for Disputes that accrue after the change.

(k) Governing law for arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this Section. The arbitrator must apply the substantive law specified in Section 17.

19. Miscellaneous

Entire agreement: These Merchant Terms, together with the Privacy Policy, Biometric Information Privacy Policy, DPA, and any order form, are the entire agreement between the parties regarding the Platform.

Assignment: You may not assign these Merchant Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of all or substantially all of your assets, provided the assignee is not our competitor. We may assign freely to an affiliate or successor.

Independent contractors: The parties are independent contractors; these Merchant Terms do not create any partnership, joint venture, or agency.

Notices: Operational notices to AgeOnce may be sent to hi@ageonce.com. Legal notices (including arbitration opt-out under Section 18) must be sent to legal@ageonce.com and will be effective on receipt. Notices to you may be given in the Platform or to the email on your account.

Force majeure: Neither party is liable for delay or failure due to events beyond its reasonable control.

Severability; No waiver: If any provision is held unenforceable, the remainder stays in effect; our failure to enforce a provision is not a waiver.