This Platform Agreement, together with all applicable Antistock Terms, forms a binding contract between Company and Antistock (the "Agreement") and governs your use of the Services. By submitting your application to open a Antistock Account or otherwise agreeing to the Platform Agreement, you are providing your electronic signature and you thereby accept and enter into the Agreement with Antistock. Capitalized terms used in the Agreement have the meaning provided in Section 4 (Defined Terms) below. As used in the Agreement, "you" refers to Company, and "we" refers to Antistock.
The Agreement requires you to arbitrate any disputes arising out of or relating to the Agreement in an individual arbitration and not a class arbitration. You acknowledge and understand that by accepting the Agreement, you waive any right to a trial by jury in connection with any claim arising out of or relating to the Agreement. Additionally, you acknowledge and understand that by accepting the Agreement, you waive any right to participate in any type of class action or class proceeding relating to the Agreement, including a class arbitration. See Section 3.8 (Dispute Resolution and Arbitration) below.
You may only apply for, open and maintain an Antistock Account and use the Services if you accept the Agreement.
1. The Antistock Platform
1.1. Services
Antistock provides a comprehensive suite of payment processing, risk management, and e-commerce services designed specifically for businesses operating in high-risk industries (the "Services"). Through our advanced technological infrastructure, the Services enable you to accept and process payments, manage complex transactions, implement sophisticated fraud prevention measures, and facilitate various payment methods for your customers across multiple jurisdictions.
Our platform is designed to handle the unique challenges of high-risk merchant categories with enhanced compliance monitoring and specialized risk management tools. The specific Services available to you will depend on your Antistock Account type, your geographical location, your business category, your transaction volume, and other factors determined by Antistock during and after the onboarding process. We continuously evolve our platform to address emerging market needs and regulatory requirements, and as such, we may add, remove, or modify any Service at any time with appropriate notice to you as required by applicable Law. Any new features that augment or enhance the current Services shall be subject to this Agreement.
1.2. Opening a Antistock Account
To access the Services, you must create and maintain an Antistock Account by completing our comprehensive application process. When applying for an Antistock Account, you must provide accurate, complete, and current information about yourself, your business operations, beneficial owners, corporate structure, and the nature of goods or services you provide. The application process includes enhanced due diligence procedures appropriate for high-risk businesses, which may include verification of your business registration, examination of ownership structures, assessment of your operational history, evaluation of your financial statements, and review of your merchant processing history.
You must promptly update all information to keep it accurate, complete, and current throughout your use of the Services, especially following any material changes to your business. Antistock may request additional information or documentation at any time to verify your identity, assess risk factors, monitor transaction patterns, or comply with applicable Laws, including anti-money laundering regulations, sanctions requirements, and industry compliance standards. Provision of incomplete or inaccurate information may result in application rejection or subsequent account termination.
Antistock maintains sole and absolute discretion to approve or reject any application for an Antistock Account based on our proprietary risk assessment criteria, compliance requirements, business objectives, and partnership strategies. We may also suspend, limit, or terminate your Antistock Account at any time in accordance with this Agreement based on ongoing risk monitoring and compliance assessments. The opening of an Antistock Account does not guarantee continuous access to all Services, as certain offerings may require additional approvals or be subject to periodic reassessment based on your transaction history and risk profile.
1.3. Fees
You agree to pay all fees described in the Fee Schedule applicable to your Antistock Account. Antistock exclusively collects fees in cryptocurrency as specified in your Fee Schedule. Our base pricing starts at $0.79 USD per transaction (collected in the equivalent value of cryptocurrency at the prevailing exchange rate), with custom pricing available for merchants processing minimum transaction volumes of $25,000 per month. Merchants exceeding this threshold may negotiate preferential rates based on their specific business model, risk profile, transaction volume, and average transaction value.
Antistock may revise the Fee Schedule at any time with 30 days' prior notice to you, with such notice delivered through the communication channels specified in Section 3.2. Your continued use of the Services after the fee changes take effect constitutes your agreement to pay the revised fees. All fees are stated in U.S. dollars and will be charged as the equivalent value in the cryptocurrency specified in your Fee Schedule based on the prevailing exchange rate at the time of settlement.
Fees will be deducted directly from the cryptocurrency proceeds of your payment transactions through our automated settlement system. If your transaction volume is insufficient to cover the fees incurred, Antistock may deduct the required amount from your cryptocurrency wallet balance, charge the fees to your designated cryptocurrency account, or invoice you for the fees with payment expected in the specified cryptocurrency within the timeframe indicated on the invoice. Additional fees may apply for specialized services, high-risk transaction processing, enhanced fraud protection, international transactions, currency conversion, chargeback management, and compliance monitoring as detailed in your personalized Fee Schedule.
1.4. Managing your Antistock Account
You must maintain your Antistock Account in good standing by adhering to all provisions of this Agreement and applicable Laws throughout your relationship with Antistock. This requires implementing comprehensive internal controls to monitor your transaction activity, maintaining detailed records of customer interactions, and developing procedures to promptly address customer disputes, Chargebacks, and refund requests in accordance with Card Network rules and payment industry standards. You must establish and maintain sufficient cryptocurrency funds in your Antistock Account or designated cryptocurrency wallet to cover all fees, refunds, Chargebacks, reserves, and other financial obligations arising from your use of the Services. This includes maintaining appropriate liquidity planning to accommodate fluctuations in cryptocurrency values that may affect your ability to meet financial obligations.
Your account management responsibilities include providing accurate and up-to-date information about your business operations, ownership structure, cryptocurrency wallets, bank accounts, and payment processing activities whenever changes occur or upon Antistock's request. You must implement appropriate internal governance structures to ensure compliance with this Agreement, including designating responsible personnel, conducting regular internal reviews, maintaining transaction monitoring systems, and implementing customer verification procedures appropriate for your risk level. Failure to properly manage your Antistock Account may result in increased fees, implementation of additional reserves, processing limitations, or account termination at Antistock's discretion.
1.5. Security and Monitoring your Antistock Account
You are responsible for implementing and maintaining robust security measures to protect your Antistock Account credentials and all systems that connect to our Services. This responsibility encompasses establishing comprehensive information security policies, implementing technical safeguards, conducting regular security assessments, and training your personnel on security best practices. You must create strong, unique passwords with appropriate complexity requirements, implement multi-factor authentication whenever available, regularly update access credentials, maintain secure session management, implement endpoint protection on all devices accessing the Services, and establish network security controls appropriate for handling financial transactions and sensitive customer data. You must follow industry standard encryption practices for data at rest and in transit when interfacing with our Services.
You must immediately notify Antistock through our designated security channels of any actual or suspected unauthorized access to your Antistock Account, any compromise of access credentials, unusual account activity, suspected data breaches, or any other security incidents that may affect the integrity of our Services or the security of customer data. Antistock will continuously monitor your use of the Services through automated and manual review processes designed to detect suspicious patterns, ensure compliance with this Agreement, prevent fraud, assess ongoing risk, and fulfill our regulatory obligations. This monitoring includes automated transaction screening, behavioral analytics, pattern recognition algorithms, and periodic reviews by our risk and compliance teams. You expressly authorize Antistock to access information about your business, financial condition, cryptocurrency holdings, transaction history, customer feedback metrics, chargeback rates, and other relevant data from third-party sources as part of this ongoing monitoring process. You acknowledge that failure to maintain adequate security measures may result in unauthorized transactions for which you remain financially responsible.
1.6. Authorized Users
You may grant access to your Antistock Account to employees, contractors, agents, or consultants who need to use the Services on your behalf to perform legitimate business functions ("Authorized Users"). You must implement a formal access management program including properly documenting all Authorized Users, implementing role-based access controls, maintaining detailed access logs, conducting periodic access reviews, and establishing formal onboarding and offboarding procedures. Your Authorized Users program must include regular training on security protocols, fraud prevention, compliance requirements, and proper use of the Antistock platform.
You assume full responsibility for all actions taken by your Authorized Users within your Antistock Account, including any unauthorized activities, policy violations, or security breaches attributable to their access credentials or activities. You must ensure that all Authorized Users understand and comply with all terms of this Agreement as if they were direct parties to it. You are responsible for establishing appropriate access controls, permission structures, and segregation of duties within your organization to limit Authorized Users' access to only those functions necessary for their specific job responsibilities.
You must implement monitoring systems to detect suspicious or unauthorized activities by Authorized Users and promptly revoke access when an Authorized User leaves your organization, changes job responsibilities, or no longer requires access to the Services for any reason. Antistock reserves the right to limit the number of Authorized Users or require additional security measures based on your risk profile and transaction volume.
1.7. Requirements and Prohibited Activities
You agree to use the Services only for legitimate business purposes in compliance with this Agreement, Card Network rules, payment industry standards, and all applicable Laws in the jurisdictions where you operate and where your customers are located. You must maintain comprehensive documentation of your compliance program, including policies, procedures, risk assessments, and training materials appropriate for your business model and risk profile. You must conduct thorough customer due diligence proportionate to the risks presented by your business model and transaction patterns.
You specifically agree not to use the Services for any illegal activities, including but not limited to money laundering, terrorist financing, sanctions evasion, tax evasion, fraud, or any transactions involving proceeds of unlawful activities. You shall not process transactions for businesses, products, or activities not explicitly disclosed to and approved by Antistock during the application process or subsequently through formal amendment of your merchant profile. You shall not engage in payment aggregation by processing transactions for any third party without Antistock's prior written approval and completion of additional due diligence requirements. You shall not submit transactions that represent an unreasonable risk of Chargebacks or fraud based on industry standards and Antistock's risk parameters, including transactions without proper authorization, verification, or documentation.
You shall not process transactions for goods or services that infringe on intellectual property rights, including counterfeit goods, unauthorized copies of copyrighted materials, or products that violate patents, trademarks, or trade secrets. You shall not process transactions for goods or services that are prohibited by the Card Networks, Payment Methods, or applicable Laws, including but not limited to illegal drugs, controlled substances without appropriate licensing, illegal gambling, illegal financial schemes, or adult content that violates obscenity laws or exploitation regulations. You shall not use the Services in a manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services, including by attempting to gain unauthorized access to any accounts or systems.
You shall not attempt to bypass any security measures, transaction monitoring systems, risk controls, or fraud prevention mechanisms implemented by Antistock through technical manipulation, social engineering, or any other means. You shall not provide false, inaccurate, or misleading information to Antistock, your customers, or any regulatory authority in connection with your use of the Services. You shall not engage in transaction laundering through shell companies, front companies, or other deceptive practices designed to obscure the true nature of transactions processed through the Services.
Antistock may immediately suspend or terminate your Antistock Account if we reasonably believe you have violated these requirements based on our monitoring systems, third-party reports, regulatory inquiries, or other credible information sources. Such suspension or termination may occur without prior notice if Antistock determines that continued processing presents immediate risk to Antistock, our financial partners, or our regulatory standing. You acknowledge that certain violations may trigger mandatory reporting requirements to regulatory authorities, law enforcement agencies, or Card Networks without notice to you as required by applicable Laws.
1.8. Identification as Customer
You authorize Antistock to publicly identify you as a customer of Antistock and to use your name, logo, trade names, trademarks, service marks, and other identifying information in Antistock's marketing materials, website, social media accounts, case studies, investor presentations, industry reports, and other promotional content in any medium now known or later developed. This authorization includes the right to create and publish testimonials, success stories, or case studies featuring your business and its use of our Services, subject to your review and approval of the specific content prior to publication, with such approval not to be unreasonably withheld or delayed.
Antistock will exercise reasonable care to present your brand in an accurate and favorable light consistent with your public image and brand guidelines that you may provide to us. This authorization is not contingent upon any additional compensation to you and constitutes sufficient consideration for the rights granted herein. You represent and warrant that you have all necessary rights and authority to grant this authorization without violating any third-party rights or agreements. You may revoke this authorization for future marketing materials by providing written notice to Antistock through the channels specified in Section 3.2, though Antistock may continue to use materials created prior to such revocation throughout their natural distribution cycle. The termination of this Agreement will automatically revoke this authorization for all future marketing activities except as otherwise agreed in writing.
1.9. Ownership and License
Antistock and its licensors own and retain all right, title, and interest in and to the Services, Antistock's proprietary technology platform, all software, applications, algorithms, databases, user interfaces, APIs, development tools, security protocols, administrative systems, and all associated intellectual property rights, including all modifications, improvements, upgrades, derivative works, and feedback related thereto. Nothing in this Agreement transfers any ownership rights to you or constitutes a sale of any aspect of the Services. All rights not expressly granted to you in this Agreement are reserved by Antistock and its licensors.
Antistock grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Services solely for your internal business purposes and in accordance with the terms and conditions of this Agreement. This license is conditioned on your continued compliance with all terms of this Agreement and terminates automatically upon any breach of the Agreement or upon termination of the Agreement for any reason. The license granted hereby is specific to you and your authorized representatives and cannot be shared with or extended to any third party without Antistock's express written consent.
This license explicitly prohibits you from taking any action not expressly permitted under this Agreement, including but not limited to: sublicensing, reselling, renting, leasing, transferring, assigning, distributing, or otherwise commercializing or making available the Services or any component thereof to any third party; modifying, adapting, translating, reverse engineering, decompiling, disassembling, or attempting to derive the source code or underlying algorithms of any part of the Services except as permitted by applicable law and then only after providing Antistock with written notice and opportunity to provide an interface solution; creating derivative works based on the Services or any component thereof; accessing or using the Services to build a similar or competitive product or service; copying, reproducing, distributing, republishing, downloading, displaying, posting, or transmitting any part of the Services in any form or by any means except as expressly permitted under this Agreement; removing, obscuring, or altering any proprietary rights notices contained in or displayed on the Services; or attempting to gain unauthorized access to the Services or their related systems or networks.
Any rights not expressly granted herein are reserved by Antistock. You acknowledge that any violation of Antistock's intellectual property rights would cause irreparable harm to Antistock for which monetary damages would be inadequate, and you consent to Antistock obtaining immediate injunctive relief to protect its rights, in addition to any other remedies available at law or in equity.
1.10. Data and Privacy
In the course of providing the Services, Antistock will collect, use, transfer, disclose, and otherwise process various categories of data as described in the Antistock Privacy Policy, which is incorporated into this Agreement by reference. This data includes information about you, your business, your transactions, your customers, and other personal and non-personal information necessary for providing the Services, managing risk, and fulfilling our legal obligations. You acknowledge that you have reviewed the Antistock Privacy Policy and understand how Antistock processes data in connection with the Services.
You agree to provide all legally required notices to your customers, business partners, Authorized Users, and other relevant data subjects regarding the collection, use, sharing, and processing of their data in connection with the Services. Such notices must accurately describe the data processing activities performed by Antistock and must meet all requirements under applicable privacy and data protection laws, including obtaining any necessary consents or establishing other legal bases for data processing. You shall maintain and make available appropriate privacy policies and documentation that accurately reflect your data practices and your relationship with Antistock.
You represent and warrant that you have obtained all necessary rights, consents, permissions, and authorizations to provide customer data to Antistock and to allow Antistock to use, process, transfer, and disclose such data as described in the Privacy Policy and this Agreement. You further warrant that your collection and sharing of such data complies with all applicable Laws, including data protection, privacy, and consumer protection laws in all relevant jurisdictions. You agree to implement appropriate technical and organizational security measures to protect data in your possession or control that relates to the Services or that is processed in connection with this Agreement.
Antistock may use aggregated and anonymized data derived from your use of the Services for various business purposes, including improving and optimizing the Services, developing new products and features, conducting research and analysis, creating industry benchmarks, generating statistical reports, enhancing security and fraud prevention systems, and other legitimate business activities. Such aggregated and anonymized data will not identify you or your customers individually. You grant Antistock a perpetual, irrevocable, worldwide, royalty-free license to use such aggregated and anonymized data for these purposes.
You acknowledge that Antistock may be required by Law, court order, governmental authority, or Card Network rules to disclose certain data to third parties. Antistock will comply with such requirements while attempting to minimize disclosure of confidential or proprietary information to the extent legally possible.
1.11. Rewards and Benefits
Antistock may, at its sole discretion, establish loyalty programs, incentives, volume-based discounts, preferential processing rates, early access to new features, dedicated support resources, or other benefits ("Rewards") for merchants based on factors such as transaction volume, processing history, account longevity, risk profile, or strategic importance. These Rewards represent Antistock's good faith effort to recognize and encourage valued merchant relationships but do not constitute an entitlement or contractual right unless explicitly documented in a separate written agreement signed by an authorized Antistock representative.
Rewards are offered entirely at Antistock's discretion and may be modified, restructured, or discontinued at any time through notification to affected merchants.
The structure, eligibility criteria, value, and duration of any Rewards program remain under Antistock's control and may evolve based on our business objectives, market conditions, competitive factors, and overall program sustainability. Continuing eligibility for Rewards typically requires maintaining good standing under this Agreement, including compliance with all terms, maintaining acceptable chargeback ratios, fulfilling financial obligations, and adhering to industry regulations.
Rewards may be subject to additional terms and conditions, which will be provided at the time the Rewards are offered and may include minimum processing commitments, exclusivity requirements, duration constraints, or other qualifying criteria specific to the particular benefit being offered.
Acceptance of Rewards constitutes your agreement to any such additional terms. Any tax implications resulting from Rewards are your sole responsibility, and Antistock makes no representations regarding the tax treatment of any benefits provided. Disputes regarding Rewards eligibility or fulfillment must be submitted in writing within thirty (30) days of the disputed action or omission and will be resolved at Antistock's reasonable discretion based on program parameters and merchant history.
1.12. Beta Services
Antistock may offer you access to beta, preview, pilot, limited release, developer, or early access products, services, features, or functionality ("Beta Services"). Beta Services represent pre-release offerings that are still under development and are provided primarily for evaluation purposes to gather feedback and identify issues prior to general release. Beta Services are provided on an "as is" and "as available" basis without warranty of any kind, and may contain errors, defects, bugs, or inaccuracies inherent to pre-release software and services.
Beta Services may be subject to additional confidentiality requirements due to their pre-release nature, and you agree not to disclose any information about Beta Services to third parties without Antistock's prior written consent unless specifically permitted in the Beta Services terms. You acknowledge that Beta Services may not be announced publicly and that Antistock makes no promises or guarantees that Beta Services will be completed or made generally available in the future. Antistock may discontinue Beta Services at any time without notice and may never release them in a generally available form.
Your participation in Beta Services is voluntary, and you may discontinue use at any time. Antistock encourages you to provide feedback, suggestions, error reports, and ideas for improving the Beta Services ("Beta Feedback"). You agree that any Beta Feedback you provide will become Antistock's property without any compensation to you, and Antistock may use such Beta Feedback for any purpose without restriction or obligation. Beta Services may be subject to different service level commitments, support arrangements, performance guarantees, and security standards than those applicable to generally available Services. Beta Services may collect additional usage data and metrics to assist in evaluation and improvement. Antistock reserves the right to limit the number of users who may access Beta Services and may require completion of additional agreements or enrollment processes before granting access to certain Beta Services.
1.13. Feedback
If you provide suggestions, comments, ideas, improvements, recommendations, feature requests, or other feedback regarding the Services, Antistock's business, or any aspect of your experience as an Antistock customer ("Feedback"), you grant Antistock a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, import, and sell the Feedback for any purpose and in any form, media, or technology, whether now known or hereafter developed, without any obligation to provide attribution, compensation, or notification to you.
You represent and warrant that your Feedback does not infringe or violate any third-party rights, that you have all necessary rights to grant the license described above, and that your Feedback is not subject to any license terms that would purport to require Antistock to comply with any additional obligations with respect to any products or services that incorporate your Feedback. You acknowledge that Antistock may have developed or may develop in the future products, services, or features similar to or identical to those described in your Feedback, and you waive any claims you may have resulting from Antistock's independent development of such products, services, or features.
Antistock welcomes and encourages your Feedback as it helps us improve our Services and your merchant experience, but you acknowledge that providing Feedback is entirely voluntary. Antistock is free to disclose, use, or act on your Feedback without restriction or any obligation to you. You understand that Antistock may already be considering or developing similar ideas independently of your Feedback, and that your submission of Feedback does not restrict Antistock's independent product development efforts. While Antistock values your Feedback, we cannot guarantee that any Feedback will be implemented in future versions of the Services.
1.14. Platform Integration with Third-Party Payment Services
The Antistock platform is designed to integrate with your existing third-party payment processing services and to enhance your e-commerce operations through advanced risk management, fraud prevention, and compliance monitoring tools. Antistock does not act as a payment service provider or merchant of record. You remain solely responsible for establishing and maintaining your own payment processing relationships with acquiring banks, payment service providers, cryptocurrency processors, or other financial institutions that enable you to accept payments from your customers.
When using the Antistock platform, you maintain direct control over your payment flows, with transaction data passing through our systems for risk analysis, fraud scoring, compliance screening, and reporting purposes. You are responsible for configuring your third-party payment services to properly integrate with the Antistock platform according to our technical documentation and integration guidelines. This integration enables our risk management systems to analyze transaction patterns, apply fraud prevention rules, and provide insights while leaving the actual payment processing to your chosen payment providers.
Our platform provides tools to help you monitor transaction activity, identify potential fraud, maintain regulatory compliance, and optimize your payment operations. These tools include risk scoring algorithms, transaction monitoring dashboards, compliance verification systems, and reporting capabilities designed to complement your existing payment infrastructure. You acknowledge that while Antistock provides these tools, you retain ultimate responsibility for all payment activities, including transaction authorization, fund settlement, refund processing, and chargeback management through your third-party payment providers.
Antistock's monitoring systems analyze transaction data to identify potential risks, including but not limited to: suspicious transaction patterns, fraud indicators, sanctions screening flags, and compliance concerns. When our systems detect potential issues, we will notify you through the Antistock Dashboard or other communication channels so you can take appropriate action with your payment processor. You agree to respond promptly to these notifications and to provide any requested information or documentation needed to resolve identified issues. You acknowledge that Antistock's monitoring capabilities depend on receiving complete and accurate transaction data through proper integration with your payment systems.
1.15. International Transactions
The Antistock platform provides risk management and compliance monitoring capabilities for international transactions processed through your third-party payment services. When conducting business across borders, you acknowledge that international transactions present unique challenges and heightened risks that require specialized monitoring and controls. The Antistock platform helps you navigate these complexities by providing advanced risk assessment tools specifically calibrated for cross-border commerce.
For international transactions, you must comply with all Laws in both your jurisdiction and the customer's jurisdiction, including export controls, import regulations, customs requirements, tax laws, consumer protection standards, and industry-specific regulations. You bear sole responsibility for determining whether you can legally sell your products or services to customers in foreign jurisdictions and for configuring your payment systems accordingly. Certain countries may be entirely prohibited in the Antistock platform due to sanctions programs, regulatory restrictions, or risk management policies. The list of supported countries is available in the Antistock Dashboard and may change from time to time based on regulatory developments and risk assessments.
The Antistock platform provides enhanced monitoring for international transactions, including specialized fraud detection algorithms, country-specific risk scoring, sanctions screening, and regulatory compliance verification. These tools are designed to help you identify and mitigate the elevated risks associated with cross-border commerce, including transaction fraud, identity theft, money laundering, and sanctions violations. You acknowledge that international transactions generally involve greater processing times, higher decline rates, increased compliance scrutiny, and elevated fraud risk compared to domestic transactions.
You agree to implement appropriate fraud prevention measures for international sales, including address verification, customer authentication, and transaction monitoring calibrated to the risk profiles of the countries where you operate. The Antistock platform provides country-specific risk insights and best practices to assist you in developing appropriate risk management strategies for different regions. You are responsible for configuring your third-party payment processors to properly handle international transactions in accordance with Card Network rules, regional regulations, and currency requirements.
2. Payments to Antistock
2.1. Amounts Owed to Antistock
You agree to pay all amounts owed to Antistock under this Agreement in the cryptocurrency specified in your Fee Schedule. These amounts include fees for the Services as outlined in Section 1.3 and your Fee Schedule, which start at $0.79 USD per transaction (collected as the equivalent value in cryptocurrency at the prevailing exchange rate) with volume-based discounts available for merchants processing over $25,000 per month. You are also responsible for paying platform usage fees, risk monitoring fees, compliance verification fees, and other service charges as specified in your Fee Schedule. All fees stated in USD will be collected in the equivalent value of the specified cryptocurrency based on the exchange rate at the time of billing.
You must pay any costs associated with additional services requested, implementation support, custom development, or specialized risk monitoring tools.
You are responsible for all taxes applicable to the Services and to your use of the Services, including sales tax, value added tax, goods and services tax, and similar consumption-based taxes, except for taxes based on Antistock's net income. If Antistock is required to collect or pay taxes on your behalf, these amounts will be invoiced to you unless you provide Antistock with a valid tax exemption certificate. You agree to indemnify Antistock for any claims, costs, or liabilities related to such taxes.
Additional amounts you may owe include account maintenance fees, integration support fees, investigation fees for disputed transactions, retrieval request fees, security audit fees, enhanced due diligence fees, and API usage fees beyond included thresholds. You may also incur fees for optional Services such as accelerated payouts, custom reporting, dedicated support, enhanced fraud protection tools, or specialized integration assistance. You acknowledge that cryptocurrency price volatility may affect the U.S. dollar equivalent value of fees paid, and you accept this risk when agreeing to pay fees in cryptocurrency.
2.2. Collections
Antistock will invoice you for all fees and charges according to the billing cycle specified in your Fee Schedule. You agree to pay all invoiced amounts by the due date using the cryptocurrency payment method specified in your Antistock Account. This payment obligation applies across all Antistock Accounts you may hold, even if maintained under different business names or for different business lines. We may require pre-payment or deposits for Services if your payment history, financial condition, or risk profile indicates a potential for payment default.
If Antistock is unable to recover the full amount you owe through set off from your Antistock Account or by debiting your designated cryptocurrency wallet, we may invoice you for the amounts owed with payment due upon receipt unless otherwise specified in the invoice. We may require pre-payment or deposits for Services if your payment history, financial condition, or risk profile indicates an elevated likelihood of payment default.
If your account remains delinquent after reasonable collection attempts, Antistock may take additional steps to recover the amounts owed, including suspending or terminating your access to the Services, implementing a Reserve against future payouts, reporting your payment delinquency to credit bureaus and industry databases, engaging third-party collection agencies, and pursuing legal action to recover the amounts owed plus interest at the maximum rate permitted by law, costs of collection, and reasonable attorneys' fees. You agree to reimburse Antistock for all costs incurred in collecting delinquent amounts, including legal fees, court costs, collection agency fees, and internal administrative costs.
You acknowledge that failure to pay amounts owed may result in permanent termination of your Antistock Account and placement on industry-wide terminated merchant lists maintained by Card Networks and payment processors, which could affect your ability to obtain payment processing services from other providers. Antistock reserves the right to charge interest on late payments at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, calculated from the date payment was due until the date payment is received in full.
2.3. Payment Methods
You agree to maintain a valid cryptocurrency payment method on file with Antistock for the payment of fees and charges under this Agreement. You will provide Antistock with the necessary wallet addresses and payment instructions to facilitate the collection of fees in the cryptocurrency specified in your Fee Schedule. You must keep this payment information current and accurate at all times. You warrant that you are the owner of any cryptocurrency wallet you designate for this purpose and that you have the legal right to make payments from such accounts.
This authorization will remain in full force and effect until all your obligations to Antistock have been fully satisfied or until you revoke this authorization by providing written notice to Antistock through the formal channels specified in Section 3.2. Such revocation will not affect transactions initiated before Antistock's receipt of the revocation notice. If you revoke this authorization, you must simultaneously establish an alternative payment method acceptable to Antistock for ongoing fees and other financial obligations under this Agreement. Failure to maintain a valid payment method may result in immediate suspension or termination of your access to the Services.
You acknowledge that cryptocurrency transactions are generally irreversible once confirmed on the blockchain, and you agree to maintain sufficient controls over your cryptocurrency wallets to prevent unauthorized transactions. You further acknowledge that blockchain transaction fees may apply to debits and credits processed under this authorization, and these network fees are your responsibility unless otherwise specified in your Fee Schedule. You agree to maintain sufficient cryptocurrency balances to cover all anticipated fees, refunds, Chargebacks, and other obligations, plus any applicable blockchain transaction fees. You will provide Antistock with updated cryptocurrency wallet information whenever changes occur and will respond promptly to any verification requests Antistock may make regarding your designated wallets to ensure the security and integrity of the payment system.
3. Additional Terms
3.1. Term and Termination
This Agreement begins when you create your Antistock Account and continues until terminated in accordance with its provisions. The initial term of this Agreement shall be one year from the date your Antistock Account is approved and shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Notwithstanding the foregoing automatic renewal provision, either party may terminate this Agreement at any time with thirty (30) days' written notice to the other party through the communication channels specified in Section 3.2, except in cases where immediate termination is permitted as described below.
Antistock may terminate or suspend this Agreement or your access to the Services immediately without prior notice if any of the following occurs: you breach any material provision of this Agreement, including but not limited to payment obligations, compliance requirements, or prohibited activities; you become the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, or make an assignment for the benefit of creditors; Antistock determines, in its sole discretion, that your use of the Services poses an unacceptable risk to Antistock, its financial partners, other customers, or the integrity of the payment system based on excessive fraud rates, abnormal transaction patterns, deteriorating financial condition, or other risk indicators; Antistock is required to terminate the relationship by Law, court order, regulatory directive, or by a Card Network or Payment Method provider based on your activities or risk profile; or Antistock believes, in its reasonable judgment, that your continued use of the Services may damage Antistock's reputation, business relationships, or goodwill.
Upon termination of this Agreement for any reason, the following shall occur: all licenses and rights granted under this Agreement will immediately terminate and you must cease all use of the Services; all amounts owed to Antistock will become immediately due and payable regardless of otherwise applicable payment terms; you must cease all use of Antistock's intellectual property, including removing all references to Antistock from your website, marketing materials, and other customer-facing content; you must disconnect your systems from the Antistock platform and securely delete any Antistock integration components, API keys, or access credentials; and Antistock will terminate your access to the platform and all associated services.
Following termination, Antistock will retain your transaction data and account information for the minimum period required by applicable Laws for regulatory compliance, security, fraud prevention, and accounting purposes. Both parties will continue to comply with the confidentiality provisions of this Agreement with respect to any Confidential Information shared during the term. Any provisions of this Agreement that by their nature should survive termination will remain in effect, including but not limited to Sections 1.9 (Ownership and License), 1.13 (Feedback), 3.3 (Limitation of Liability), 3.5 (Disclaimer of Warranties), 3.6 (Indemnification), 3.7 (Governing Law), 3.8 (Dispute Resolution and Arbitration), and 3.14 (Confidential Information).
3.2. Notice and User Notifications
Notices to you under this Agreement will be provided through one or more of the following methods, at Antistock's discretion: email to the email address associated with your Antistock Account; electronic message or notification displayed within the Antistock Dashboard when you log in; or written communication sent by courier or certified mail to the physical address on file for your Antistock Account. You agree to maintain accurate and up-to-date contact information in your Antistock Account settings at all times to ensure that you receive all notices. For routine operational communications and service updates, Antistock may use in-app notifications, status pages, or product documentation.
Notices to Antistock must be sent through one of the following approved channels: email to [email protected] which must include your Antistock Account identifier in the subject line; certified mail or overnight courier with delivery confirmation to Antistock's headquarters address as listed on the Antistock website; or through any electronic notification system that Antistock may specifically designate for legal notices within the Antistock Dashboard. Routine support inquiries should be directed to the support channels specified in the Antistock Dashboard, as these channels are not appropriate for legal notices.
Notices will be deemed effectively delivered and received: if sent by email, when the email is sent to the recipient's email server without receiving an automated delivery failure response; if posted in the Antistock Dashboard, when the notification is posted; if sent through in-app notification systems, when the notification is transmitted; and if sent by certified mail or courier, on the date of delivery as indicated by delivery confirmation or courier records. You acknowledge that email delivery may occasionally be delayed due to filtering, technical issues, or other factors outside Antistock's control, and you agree to periodically check your spam or junk folders for communications from Antistock.
You consent to receive communications from Antistock in electronic form, including via email, in-app messaging, or through the Antistock Dashboard. You acknowledge that electronic communications satisfy any legal requirement that such communications be in writing. Antistock may send you service-related announcements, security alerts, and system notifications that are considered part of the Services and cannot be opted out of while you maintain an active Antistock Account. For marketing or promotional communications, Antistock will provide you with the option to opt out of receiving such communications in the future.
3.3. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTISTOCK, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, THE "ANTISTOCK PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, EVEN IF THE ANTISTOCK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.
UNDER NO CIRCUMSTANCES WILL THE ANTISTOCK PARTIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ANTISTOCK ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. THIS INCLUDES ANY SECURITY BREACHES AFFECTING DATA TRANSMITTED USING THE SERVICES OR ANY THIRD-PARTY PAYMENT PROCESSOR YOU USE IN CONNECTION WITH THE SERVICES. THE ANTISTOCK PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS OR YOUR ACCOUNT CREDENTIALS, OR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES.
THE ANTISTOCK PARTIES SHALL NOT BE LIABLE FOR ANY FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS, DELAYS, OR OTHER ISSUES YOU MAY EXPERIENCE WHEN USING THE SERVICES, INCLUDING THOSE RESULTING FROM TECHNOLOGICAL FAILURES, CONNECTIVITY ISSUES, SYSTEM OR NETWORK OUTAGES, OR FORCE MAJEURE EVENTS. THE ANTISTOCK PARTIES SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH SECURITY STANDARDS, DATA PROTECTION REQUIREMENTS, OR INDUSTRY BEST PRACTICES.
THE ANTISTOCK PARTIES SHALL NOT BE LIABLE FOR ANY FRAUD, DECEPTION, MISREPRESENTATION, SUPPRESSION, OR OMISSION IN CONNECTION WITH YOUR USE OF THE SERVICES OR ANY THIRD-PARTY PAYMENT PROCESSOR. THE ANTISTOCK PARTIES SHALL NOT BE LIABLE FOR ANY LOSSES RESULTING FROM TRANSACTIONS PROCESSED THROUGH YOUR THIRD-PARTY PAYMENT PROCESSORS, INCLUDING CHARGEBACKS, REFUNDS, FRAUD LOSSES, OR PAYMENT DISPUTES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE ANTISTOCK PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF: (A) THE AMOUNT OF FEES PAID BY YOU TO ANTISTOCK DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS (US$1,000). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THESE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ANTISTOCK AND SHALL APPLY TO ALL CLAIMS OF LIABILITY, EVEN IF THE ANTISTOCK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE ANTISTOCK PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
3.4. Representations and Warranties
You represent and warrant to Antistock that: you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are established and have all requisite corporate power and authority to carry on your business as currently conducted; you have full legal capacity and authority to enter into and be bound by this Agreement and to perform your obligations hereunder; your execution and performance of this Agreement does not and will not violate any other agreement to which you are a party or by which you are bound; you are eligible to register and use the Services under applicable laws and have the right, power, and ability to enter into and perform under this Agreement; the information you provide to Antistock is true, accurate, current, and complete in all respects; and you will maintain the accuracy and completeness of such information during the continuation of this Agreement.
You further represent and warrant that: your use of the Services will comply with this Agreement, all applicable Laws, industry standards, and best practices; all transactions you monitor through the Antistock platform represent bona fide sales of legitimate goods or services and do not violate any Law or the rights of any third party; you will fulfill all of your obligations to your customers, including delivering goods and services as promised and handling customer service issues promptly and professionally; you will not use the Services for personal, family, or household purposes or for any illegal activity; you are not located in, under the control of, or a national or resident of any country subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and you are not listed on any U.S. Government list of prohibited or restricted parties, such as the U.S. Treasury Department's Office of Foreign Assets Control lists.
You represent and warrant that you have implemented and maintain appropriate physical, electronic, procedural, and technical safeguards to protect the security, integrity, and confidentiality of personal data in accordance with applicable privacy and data protection laws. You warrant that you have obtained all necessary rights, consents, permissions, and authorizations to provide any customer data to Antistock and to allow Antistock to use such data as described in the Privacy Policy and this Agreement. You further warrant that your collection, use, sharing, and processing of such data complies with all applicable privacy, data protection, and consumer protection laws in all relevant jurisdictions.
You represent and warrant that you have disclosed to Antistock all material aspects of your business model, the true nature of the products or services you sell, all legal or regulatory actions pending against you, and any prior account terminations or restrictions by other service providers. You warrant that you have all necessary licenses, permits, approvals, and authorizations required to conduct your business and to use the Services in the jurisdictions where you operate.
3.5. Disclaimer of Warranties by Antistock
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTISTOCK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ANTISTOCK MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, VIRUS-FREE, OR ERROR-FREE. ANTISTOCK DOES NOT WARRANT THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED.
ANTISTOCK DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ANTISTOCK DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANTISTOCK MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. ANTISTOCK DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANTISTOCK SPECIFICALLY DISCLAIMS ALL WARRANTIES REGARDING: (1) THIRD-PARTY PAYMENT PROCESSORS, PAYMENT GATEWAYS, OR OTHER THIRD-PARTY SERVICES INTEGRATED WITH THE SERVICES; (2) THE ACCURACY OR COMPLETENESS OF RISK ASSESSMENTS OR FRAUD DETECTION RESULTS; (3) THE SECURITY OF DATA IN TRANSMISSION; (4) THE ABILITY OF THE SERVICES TO DETECT ALL INSTANCES OF FRAUD, MONEY LAUNDERING, OR OTHER ILLEGAL ACTIVITIES; AND (5) COMPLIANCE WITH ALL APPLICABLE LAWS IN ALL JURISDICTIONS. YOU ACKNOWLEDGE THAT ANTISTOCK'S RISK ASSESSMENT AND FRAUD DETECTION TOOLS PROVIDE INSIGHTS AND RECOMMENDATIONS BASED ON AVAILABLE DATA AND ALGORITHMS, BUT THE ULTIMATE RESPONSIBILITY FOR TRANSACTION DECISIONS AND LEGAL COMPLIANCE RESTS WITH YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANTISTOCK OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE DISCLAIMERS IN THIS SECTION ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ANTISTOCK AND SHALL APPLY TO ALL CLAIMS OF LIABILITY.
3.6. Indemnification
You agree to defend, indemnify, and hold harmless Antistock, its affiliates, subsidiaries, and each of their respective officers, directors, shareholders, employees, representatives, agents, partners, and licensors (collectively, the "Antistock Indemnitees") from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with: your access to or use of the Services; your violation, breach, or alleged breach of this Agreement or any additional Antistock Terms; your violation or infringement of any intellectual property, privacy, publicity, confidentiality, or other rights of Antistock or any third party; your use of third-party payment processors in connection with the Services; any content, information, products, services, or transactions that you process or monitor through the Services; your negligence, fraud, or willful misconduct; your failure to comply with applicable Laws, Card Network rules, or industry standards; your customers' claims relating to your goods or services, including product liability, consumer protection, or warranty claims; any activities or services performed by you through or in connection with the Services; or any misrepresentation made by you.
You agree to promptly notify Antistock of any third-party claims subject to indemnification. Antistock reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Antistock, and you agree to cooperate with Antistock's defense of these claims. You agree not to settle any matter without the prior written consent of Antistock. Antistock will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. Your indemnification and defense obligations will survive the termination or expiration of this Agreement and your use of the Services.
The indemnification obligations in this Section extend to claims arising from your authorized users, employees, consultants, and agents, as well as any person who gains access to the Services using your credentials. You acknowledge that Antistock has no control over the products and services you offer and sell, the terms and conditions of your sales, your interactions with customers, the operation of your business, or your compliance with applicable Laws. You agree that you are solely responsible for these matters and will defend and indemnify the Antistock Indemnitees from all related claims.
Your indemnification obligations include claims arising from your processing of transactions for categories or activities prohibited under this Agreement, even if not explicitly identified during your account application. The Antistock Indemnitees reserve the right to participate in the defense of any indemnified claim through counsel of their own choosing at their own expense. The indemnification obligations under this Section are not subject to the limitation of liability provisions in Section 3.3.
3.7. Governing Law
This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States of America, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Delaware. This choice of law provision is intended to ensure uniform interpretation of this Agreement regardless of the location of the parties or the transactions processed through the Services.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Any challenges to this choice of law provision shall be brought exclusively in the courts located in Delaware. You hereby submit to the personal jurisdiction of the federal and state courts located in Delaware for any action or proceeding arising out of or relating to this Agreement or your use of the Services, regardless of where you reside or conduct business.
The laws of certain jurisdictions may contain mandatory consumer protection provisions that supersede or modify portions of this Agreement as applied to users in those jurisdictions. If mandatory law in your country of residence provides that the laws of that jurisdiction apply to consumer contracts, such provisions of your local law may apply to portions of this Agreement instead of Delaware law. However, all other provisions of this Agreement shall remain governed by Delaware law to the maximum extent permitted by applicable law.
This governing law provision does not limit or supersede any mandatory rights you may have under the laws of your country of residence which cannot be derogated from by agreement. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, consistent with the fundamental intent of the original provision.
3.8. Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
a. Agreement to Arbitrate
You and Antistock agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration rather than in courts of general jurisdiction. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in the English language. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be in writing and shall include a statement setting forth the findings of fact and conclusions of law supporting the award.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in this Section with respect to applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) shall govern the interpretation and enforcement of this agreement to arbitrate and proceedings pursuant thereto. The parties expressly authorize the arbitrator to determine all questions of arbitrability.
b. Class Action Waiver
YOU AND ANTISTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Antistock expressly agree otherwise in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection's limitations as to a particular claim, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
c. Exceptions to Agreement to Arbitrate
Notwithstanding the agreement to arbitrate set forth above, either party may bring an action in court: (i) seeking a temporary restraining order, preliminary injunction, or other injunctive relief before, during or after the pendency of an arbitration proceeding; (ii) to enforce an arbitration award; or (iii) for any intellectual property claims. The pursuit of equitable relief in the manner set forth in the preceding sentence shall not be deemed a waiver of the right or obligation of either party to submit any claim seeking monetary relief to arbitration. For any such actions, both parties agree to submit to the personal jurisdiction of the state and federal courts located in Delaware.
d. Confidentiality
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
e. Small Claims Court
Notwithstanding the foregoing, either you or Antistock may bring an individual action in small claims court in the jurisdiction where you reside if the claim is within that court's jurisdiction, so long as such action remains in that court and is made on an individual (non-class, non-representative) basis.
f. Opt-Out Procedure
You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to [email protected] within thirty (30) days after first becoming subject to this Agreement. Your notice must include your name, address, and a clear statement that you want to opt out of this arbitration provision. If you opt out of this arbitration provision, Antistock also will not be bound by it, but the remainder of this Agreement will remain in effect.
3.9. Legal Process
Antistock may respond to and comply with any subpoenas, warrants, court orders, levy, attachment, garnishment, or other judicial process ("Legal Process") that we reasonably believe to be valid and binding upon us. We may access, preserve, and disclose information about you, your Antistock Account, your use of the Services, or the content of your communications, if we are required to do so by Legal Process or regulatory requirements. Such actions may be taken without prior notice to you.
We may deliver or hold any funds, data, or information as required under such Legal Process, even if you are receiving or transmitting information on behalf of other parties. We may charge your Antistock Account a reasonable fee for costs associated with processing any Legal Process concerning your account, including administrative costs, research time, and legal consultation. Where permitted by applicable Law and our internal policies, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you.
You agree that Antistock is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response to Legal Process, our compliance with Laws or regulations, or actions we take in furtherance of resolving disputes involving your Antistock Account. If we receive conflicting Legal Process regarding your account or the Services, we may choose to honor any Legal Process that we determine in our sole discretion to be the highest legal authority. When faced with competing claims to funds or information, we may, in our sole discretion, determine which claim to honor, place a hold on the disputed funds, or seek adjudication from a court of competent jurisdiction to resolve the uncertainty.
You agree to indemnify and hold Antistock harmless from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorney's fees) that arise from or relate to our response to any Legal Process concerning your account. This indemnification obligation is in addition to any other indemnification obligation set forth in this Agreement.
3.10. Assignment
You may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations under this Agreement, by operation of law or otherwise, without Antistock's prior written consent. Any attempted assignment, transfer, delegation, or sublicense without such consent will be void and without legal effect. For purposes of this Section, a change of control of your company, merger, consolidation, or sale of substantially all of your assets shall be deemed an assignment requiring Antistock's prior written consent. If you wish to assign this Agreement in connection with a corporate reorganization, acquisition, or similar transaction, you must notify Antistock at least thirty (30) days in advance and provide all information reasonably requested by Antistock regarding the proposed assignee.
Antistock may assign, transfer, delegate, or sublicense this Agreement or any rights or obligations under this Agreement without restriction and without notice to you. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Any assignment in violation of this Section shall be null and void. Antistock may, without your consent, assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, change of control, or similar transaction. Antistock may also assign its rights to receive payments under this Agreement without restriction.
Upon any permitted assignment by you, the assignee must agree in writing to be bound by the terms and conditions of this Agreement, and you shall remain jointly and severally liable with the assignee for all obligations under this Agreement incurred prior to the effective date of the assignment. No assignment will relieve either party of its obligations under this Agreement with respect to performance required prior to the effective date of such assignment. Antistock may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by its affiliates, contractors, service providers, or other third parties.
3.11. Headings and Interpretation
The section titles, headings, and captions in this Agreement are inserted for convenience only and are not intended to affect the interpretation or construction of this Agreement. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "such as," "for example," "e.g.," and similar terms are illustrative only and should not be construed to limit the generality of any preceding or subsequent language. The word "or" shall be construed in the inclusive sense (and/or) unless the context requires otherwise. The words "day" or "days" refer to calendar days unless otherwise specified.
All references to "Sections" are to sections of this Agreement unless otherwise indicated.
The term "Agreement" and similar references refer to this entire agreement and not to any particular section or provision of this Agreement unless expressly indicated. All terms defined in the singular shall have the same meanings when used in the plural, and vice versa. References to a "person" include any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, or other entity. References to a party include such party's successors and permitted assigns. The use of the masculine, feminine, or neuter gender herein shall also refer to the other genders, as appropriate.
This Agreement shall be construed as if jointly drafted by both parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No rule of strict construction shall be applied against either party. All dollar amounts referred to in this Agreement are in United States dollars unless explicitly stated otherwise. The term "written" or "in writing" includes communications by email. If any time period under this Agreement ends on a non-business day, the period shall be extended to the next business day.
3.12. Changes to the Agreement
Antistock may amend this Agreement at any time by posting a revised version on the Antistock website, sending you a notification through the Antistock Dashboard, or otherwise notifying you in accordance with Section 3.2. The revised version will be effective: (a) immediately upon posting for prospective use of the Services, (b) immediately upon notification for changes required by Law or Card Network rules, or (c) for existing users, at the later of posting or the expiration of the notice period specified below. If the revised version includes a Substantial Change, as defined below, we will provide you with at least thirty (30) days' prior notice of the Substantial Change, except if the Substantial Change is required by Law or Card Network rules, in which case the Substantial Change may be implemented immediately or with a shorter notice period as necessary for compliance.
Your continued use of the Services after the effective date of any revisions to this Agreement constitutes your acceptance of all such revisions. If you do not agree to any changes to this Agreement, you must stop using the Services and terminate this Agreement. Reviewing the Agreement on our website or through the Antistock Dashboard is your responsibility. Antistock reserves the right to make emergency changes to this Agreement that are essential for security, regulatory compliance, or similar critical needs, with shorter or no notice periods. Such emergency changes will be identified as such in the notice provided.
A "Substantial Change" means a change to the terms of this Agreement that materially reduces your rights or increases your responsibilities, such as: (i) increasing the fees you pay; (ii) introducing new categories of fees; (iii) changing the dispute resolution procedures; (iv) reducing the types of transactions that may be processed using the Services; (v) changing the termination rights of either party; or (vi) materially limiting the Services provided under this Agreement. Changes that are favorable to you, changes required by Law or Card Network rules, clarifications, stylistic alterations, or corrections of typographical errors are not considered Substantial Changes.
3.13. Entire Agreement; Severability
This Agreement, together with all Antistock Terms, constitutes the entire agreement between you and Antistock regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted, or, in the case of changes made by Antistock pursuant to Section 3.12, such changes are made in accordance with the terms of that Section. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be contrary to law, invalid, or unenforceable, such provision shall be interpreted, limited, modified, or severed to the minimum extent necessary to eliminate its illegality, invalidity, or unenforceability, while preserving as much of the original intent of the provision as possible, and the remaining provisions of this Agreement will remain in full force and effect. The parties agree that any invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic purpose and intent of the invalid or unenforceable provision.
No terms, provisions, or conditions of any purchase order, invoice, acknowledgment, or other business form that you may use in connection with the Services will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Antistock to object to such terms, provisions, or conditions. In the event of any conflict between this Agreement and any Antistock Terms, the following order of precedence shall apply: (1) this Agreement; (2) the Privacy Policy; (3) the Fee Schedule; (4) the Acceptable Use Policy; and (5) any other Antistock Terms. Notwithstanding the foregoing, in the event of any conflict between this Agreement and an amendment, addendum, or other written agreement signed by authorized representatives of both parties, such signed agreement shall take precedence over this Agreement with respect to the specific subject matter addressed therein.
3.14. Confidential Information
"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement or the Services, whether disclosed orally, in writing, electronically, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: (a) business plans, strategies, forecasts, projects, and analyses; (b) financial information and fee structures; (c) business processes, methods, and models; (d) employee, customer, and supplier information; (e) product and technical specifications, designs, and documentation; (f) research and development information; (g) information about existing, planned, or potential customers; and (h) the existence and terms of this Agreement.
Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by written records or other evidence.
The Receiving Party shall: (a) protect the confidentiality of the Disclosing Party's Confidential Information with the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (c) not disclose Confidential Information of the Disclosing Party to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees, contractors, advisors, and service providers who need to know such information to perform obligations under this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (d) ensure that its employees, contractors, advisors, and service providers who have access to the Disclosing Party's Confidential Information comply with this Section.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by Law, provided that the Receiving Party: (i) gives the Disclosing Party prior written notice of such required disclosure (to the extent legally permitted); (ii) limits the disclosure to the minimum information legally required to be disclosed; (iii) provides reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest or limit the disclosure; and (iv) complies with any available protective orders or confidentiality measures requested by the Disclosing Party. Upon termination or expiration of this Agreement, or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, except as otherwise required to be maintained by Law or for compliance purposes. The confidentiality obligations in this Section shall remain in effect during the term of this Agreement and for a period of five (5) years thereafter, except for trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.
4. Defined Terms
"Antistock Account" means the account that you open with Antistock to access the Services.
"Antistock Dashboard" means the web interface provided by Antistock that allows you to manage your Antistock Account and access the Services.
"Antistock Terms" means all terms, policies, guidelines, and documentation applicable to the Services, including, but not limited to, the Privacy Policy, Acceptable Use Policy, and Fee Schedule, as updated from time to time.
"Authorized User" means an individual who is authorized by you to access and use your Antistock Account on your behalf.
"Card Networks" means the payment card networks, including Visa, Mastercard, American Express, Discover, and any other payment card networks that process transactions you monitor through the Antistock platform.
"Chargeback" means a challenge to a payment that a customer files directly with their card issuer or payment provider.
"Company" means the entity or individual that applies for an Antistock Account and enters into this Agreement.
"Fee Schedule" means the schedule of fees applicable to your use of the Services, as provided to you during the application process and as updated from time to time.
"Law" means any federal, state, local, or foreign law, statute, ordinance, regulation, rule, code, or requirement of any governmental authority.
"Payment Method" means any payment method you use to process transactions through your third-party payment processors, including credit cards, debit cards, ACH transfers, wire transfers, cryptocurrency payments, and other payment methods.
"Reserve" means funds held in cryptocurrency to cover potential risks, including Chargebacks, refunds, or other liabilities.
"Services" has the meaning provided in Section 1.1, including all features, functionality, tools, and capabilities provided by the Antistock platform.
"Substantial Change" has the meaning provided in Section 3.12, referring to material modifications to this Agreement that affect your rights or obligations.
"Third-Party Payment Processor" means any payment processing service, gateway, or provider that you connect to the Antistock platform to facilitate the processing of payment transactions.
"User Data" means any information, content, or data provided by you or your Authorized Users to Antistock in connection with your use of the Services.
"High-Risk Business" means any business category or industry that is typically classified as higher risk by financial institutions, Card Networks, or payment processors due to elevated rates of fraud, chargebacks, regulatory scrutiny, or other risk factors.