Merchant Terms and Conditions

Version 1/ June 2026

1. Introduction

These Merchant Terms and Conditions (“Terms”) govern the relationship between Contiant, a company incorporated in the State of Delaware, United States (“Contiant”, “we”, “us”, or “our”), and the merchant entity applying to use or accessing the Services (“Merchant”, “you”, or “your”).

Contiant provides technical services facilitating connectivity between merchants, end users, and third-party financial service providers in relation to bank connectivity, financial data access, and pay-by-bank payment services.

Contiant acts solely as a technical service provider and does not provide regulated financial services, payment processing services, money transmission services, or banking services.

Contiant does not receive, hold, transmit, settle, or control customer funds and shall not be considered a money transmitter, payment processor, financial institution, or provider of regulated payment services under applicable law.

Financial and payment-related services made available through the Services are performed exclusively by independent third-party financial service providers authorized or regulated under applicable law. Contiant’s role is strictly limited to providing technical infrastructure, integrations, connectivity, and related support services.

By accessing or using the Services, the Merchant agrees to be bound by these Terms, together with any applicable application forms, onboarding documentation, service agreements, policies, or additional terms incorporated herein by reference (collectively, the “Agreement”).

Contiant may update or modify these Terms from time to time by publishing an updated version on its website or otherwise making such updated Terms available to the Merchant. Continued use of the Services following such update constitutes acceptance of the revised Terms.

If the Merchant does not agree to these Terms, the Merchant must immediately cease use of the Services.

2. Definitions

“Agreement” means these Terms, together with any applicable application forms, onboarding materials, service agreements, policies, or other documents incorporated by reference.

“Bank Connectivity Services” means technical services enabling connectivity and communication between Financial Institutions, Merchants, End Users, and Third-Party Financial Service Providers.

“End User” means a natural person using services or payment functionality made available by the Merchant through the Services.

“Financial Institution” means any bank, credit union, financial institution, payment provider, or other regulated financial services entity.

“Financial Data” means account-related, transaction-related, or other financial information accessed, retrieved, or transmitted through the Services pursuant to End User authorization.

“Merchant” means the legal entity that has entered into the Agreement with Contiant and uses the Services for its internal business purposes or to make functionality available to its End Users.

“Pay-by-Bank Services” means technical functionality, forming a component of the Services, enabling End Users to initiate account-to-account payment instructions that are processed over applicable U.S. payment rails (including ACH, Same Day ACH, RTP, and FedNow) through participating Financial Institutions or Third-Party Financial Service Providers. For the avoidance of doubt, Contiant does not itself transmit funds, hold End User funds, or act as a money transmitter.

“Services” means the technical infrastructure, integrations, connectivity solutions, software, APIs, support services, and related functionality provided by Contiant.

“Third-Party Financial Service Provider” means an independent third-party provider offering banking, payment, financial connectivity, account aggregation, or related regulated financial services under applicable U.S. federal or state law.

“Website” means Contiant’s website and related online platforms made available in connection with the Services.

3. Merchant Account and Onboarding

Access to the Services is subject to successful onboarding, verification, and ongoing compliance review by Contiant.

The Merchant shall provide all information and documentation reasonably requested by Contiant in connection with onboarding, compliance, risk assessment, fraud prevention, sanctions screening, or other legal and regulatory obligations.

Such information may include, without limitation:

• Corporate registration and formation documents;
• Ownership and control information;
• Identification of beneficial owners and control persons;
• Information regarding the Merchant’s business activities, products, services, jurisdictions, and intended use of the Services;
• Information reasonably required for anti-money laundering (“AML”), sanctions, fraud prevention, or risk management purposes.

For purposes of onboarding and compliance review, beneficial ownership includes individuals who directly or indirectly own 25% or more of the Merchant, as well as individuals exercising control through management or other means.

Contiant may require updated information or documentation from time to time and may conduct periodic or ongoing reviews of the Merchant relationship.

Merchants operating in higher-risk sectors, including cannabis-related businesses, sweepstakes or promotional gaming models, high-volume payment environments, or industries associated with elevated fraud or chargeback risk, may be subject to enhanced due diligence, additional onboarding requirements, increased monitoring, or additional restrictions.

The Merchant represents and warrants that:

• All information provided to Contiant is accurate, complete, and not misleading;
• The Merchant has full authority to enter into and perform the Agreement;
• The Merchant’s activities comply with applicable laws and regulations in the jurisdictions in which it operates;
• The Merchant will not use the Services for unlawful, fraudulent, deceptive, or unauthorized purposes;
• Neither the Merchant, its beneficial owners, nor its affiliates are subject to sanctions administered by the United States Office of Foreign Assets Control (OFAC), the United Nations, the European Union, or other applicable sanctions authorities.

The Merchant shall promptly notify Contiant of any material changes to:

• Ownership or control structure;
• Business activities;
• Regulatory or licensing status;
• Jurisdictions of operation; or
• Other information relevant to the Merchant’s risk profile.

Contiant reserves the right, in its sole discretion, to:

• Approve or reject any application;
• Request additional information or documentation;
• Impose onboarding conditions or restrictions;
• Suspend or terminate access to the Services where compliance, legal, regulatory, fraud, sanctions, or reputational risks are identified.

The Merchant remains solely responsible for ensuring that its products, services, and operations comply with all applicable laws and regulations.

4. Our Services

Contiant provides technical infrastructure, software, APIs, integrations, connectivity solutions, and related support services designed to facilitate:

• Bank connectivity and financial data access;
• Pay-by-bank and account-to-account payment functionality;
• Account aggregation and related financial connectivity services;
• Communication and integration between Merchants, End Users, Financial Institutions, and Third-Party Financial Service Providers.

Contiant acts solely as a technical service provider and does not:

• Provide banking services;
• Process or settle payments;
• Hold, receive, or control customer funds;
• Provide regulated money transmission services;
• Operate as a financial institution or payment processor.

Financial services, payment execution, account access, authentication, and related regulated activities are performed exclusively by applicable Third-Party Financial Service Providers and Financial Institutions.

Certain Services require End User authorization and consent prior to the sharing of Financial Data or the initiation of pay-by-bank or account-to-account payment functionality.

End Users may be required to authenticate directly with their Financial Institution or applicable Third-Party Financial Service Provider using credentials or authentication methods controlled exclusively by such providers.

End User authentication credentials are controlled by the applicable Financial Institution or Third-Party Financial Service Provider. Contiant does not independently collect or maintain End User banking credentials except to the limited technical extent reasonably necessary for the operation of the Services.

Access to certain Services may require End User authorization, authentication with a Financial Institution, or consent to share Financial Data or initiate payment-related functionality through participating providers.

The Merchant acknowledges and agrees that:

• Availability of Services may depend on third-party systems, Financial Institutions, or external providers;
• Functionality, availability, or compatibility may vary between Financial Institutions and jurisdictions;
• Contiant does not control and is not responsible for decisions, actions, downtime, errors, delays, restrictions, or failures caused by Financial Institutions or Third-Party Financial Service Providers.

Contiant may modify, update, suspend, restrict, or discontinue any part of the Services at any time where reasonably necessary for operational, security, legal, compliance, technical, or business reasons.

The Merchant is solely responsible for:

• Its products, services, and business activities;
• Obtaining any licenses, approvals, or regulatory permissions applicable to its business;
• Ensuring that its use of the Services complies with applicable laws and regulations.

The Merchant shall not:

• Use the Services for unlawful, deceptive, fraudulent, or unauthorized purposes;
• Attempt to interfere with, reverse engineer, disrupt, or misuse the Services;
• Use the Services in a manner that could expose Contiant or its partners to legal, regulatory, sanctions, reputational, or operational risk.

Contiant reserves the right to implement usage limitations, security controls, or additional compliance measures where reasonably necessary.

5. Liability

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTIANT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AVAILABILITY, OR UNINTERRUPTED OPERATION.

CONTIANT DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES;
• THE SERVICES WILL BE COMPATIBLE WITH ALL FINANCIAL INSTITUTIONS, SYSTEMS, DEVICES, OR THIRD-PARTY PROVIDERS;
• ANY FINANCIAL DATA OR INFORMATION PROVIDED THROUGH THE SERVICES WILL BE COMPLETE, ACCURATE, CURRENT, OR ERROR-FREE.

CONTIANT IS NOT RESPONSIBLE FOR:

• THE ACTS OR OMISSIONS OF FINANCIAL INSTITUTIONS, THIRD-PARTY FINANCIAL SERVICE PROVIDERS, NETWORKS, OR OTHER THIRD PARTIES;
• INTERRUPTIONS, DELAYS, FAILURES, ERRORS, OR RESTRICTIONS CAUSED BY THIRD-PARTY SYSTEMS OR PROVIDERS;
• THE LEGALITY, REGULATORY STATUS, OR COMPLIANCE OF THE MERCHANT’S BUSINESS ACTIVITIES;
• ANY PRODUCTS, SERVICES, OR CONTENT PROVIDED BY THE MERCHANT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTIANT SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR REPUTATION;
• BUSINESS INTERRUPTION;
• LOSS ARISING FROM THIRD-PARTY FAILURES OR UNAUTHORIZED ACCESS;
• ANY DAMAGES ARISING FROM THE MERCHANT’S OR END USERS’ USE OF THE SERVICES.

CONTIANT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE MERCHANT TO CONTIANT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THE AGREEMENT SHALL LIMIT LIABILITY WHERE SUCH LIMITATION IS PROHIBITED UNDER APPLICABLE LAW.

Merchant Responsibility and Indemnification

THE MERCHANT REMAINS SOLELY RESPONSIBLE FOR:

• ITS BUSINESS ACTIVITIES, PRODUCTS, SERVICES, AND OPERATIONS;
• COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS;
• OBTAINING ANY REQUIRED LICENSES, PERMITS, OR REGULATORY APPROVALS;
• ITS RELATIONSHIPS WITH END USERS.

THE MERCHANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTIANT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND PARTNERS FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, PENALTIES, FINES, COSTS, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO:

• THE MERCHANT’S BUSINESS ACTIVITIES OR OPERATIONS;
• THE MERCHANT’S VIOLATION OF APPLICABLE LAW OR REGULATION;
• FRAUDULENT, DECEPTIVE, OR UNAUTHORIZED ACTIVITY;
• CANNABIS-RELATED, SWEEPSTAKES, PROMOTIONAL GAMING, OR OTHER HIGHER-RISK ACTIVITIES;
• THE MERCHANT’S BREACH OF THE AGREEMENT;
• CLAIMS BY END USERS OR THIRD PARTIES RELATED TO THE MERCHANT’S PRODUCTS OR SERVICES.

Suspension Rights

CONTIANT MAY SUSPEND, RESTRICT, OR TERMINATE ACCESS TO THE SERVICES IMMEDIATELY WHERE REASONABLY NECESSARY TO:

• COMPLY WITH APPLICABLE LAW OR REGULATORY EXPECTATIONS;
• ADDRESS FRAUD, SECURITY, SANCTIONS, OR REPUTATIONAL RISKS;
• PROTECT CONTIANT, ITS PARTNERS, OR THIRD PARTIES FROM POTENTIAL HARM OR LIABILITY.

6. Intellectual Property

Contiant retains all right, title, and interest in and to the Services, including all software, APIs, integrations, technology, documentation, content, trademarks, trade names, logos, designs, processes, know-how, and all related intellectual property rights and derivative works thereof.

Subject to the Merchant’s compliance with the Agreement, Contiant grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for the Merchant’s internal business purposes during the term of the Agreement.

Except for the limited rights expressly granted under the Agreement, no ownership rights or licenses are transferred or granted to the Merchant by implication, estoppel, or otherwise.

The Merchant shall not, and shall not permit any third party to:

• Copy, modify, distribute, sell, sublicense, or commercially exploit the Services except as expressly permitted;
• Reverse engineer, decompile, disassemble, or attempt to derive source code or underlying technology;
• Remove, alter, or obscure proprietary notices or intellectual property markings;
• Use the Services to develop competing products or services.

The Merchant retains ownership of its own trademarks, branding, and content provided to Contiant in connection with the Services.

To the extent the Merchant provides suggestions, comments, feedback, enhancement requests, or recommendations relating to the Services, Contiant may freely use and incorporate such feedback without restriction or compensation.

Any unauthorized use of the Services or Contiant’s intellectual property may result in immediate suspension or termination of access to the Services and may constitute infringement of applicable intellectual property laws.

7. Advertisement

The Merchant acknowledges and agrees that any trademarks, trade names, designs, logos, and all other intellectual property provided to the Merchant by Contiant may be used by the Merchant solely in connection with Merchant advertising and promotion of the acceptance of Contiant services as a payment method.

Each marketing campaign related to the use of Contiant as a payment method must be approved by Contiant prior to its initiation.

The Merchant undertakes that the marketing campaigns will not contain any content that would damage the good name and reputation of Contiant and that all information related to the services offered by the latter will be correct, clear, and not misleading to the Merchant’s end user.

The Merchant shall be liable in the event that Contiant suffers any direct, indirect, or consequential loss (including loss of profit, loss of revenue, or financial loss) due to any of the marketing campaigns launched by the Merchant.

8. Privacy and Data Protection

Contiant processes personal data and Financial Data only to the extent reasonably necessary to provide the Services, comply with applicable law, maintain security, prevent fraud, and support legitimate operational, security, compliance, and service-related purposes.

The Merchant acknowledges and agrees that Contiant may process, transmit, store, and share information with Financial Institutions, Third-Party Financial Service Providers, vendors, service providers, affiliates, contractors, and other parties reasonably necessary for the provision, operation, security, support, and improvement of the Services. Such parties may be subject to contractual, confidentiality, security, or legal obligations where appropriate.

Each party shall comply with applicable privacy, cybersecurity, consumer protection, and data-related laws relevant to its respective activities, including, where applicable:

• The Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801–6809, and applicable implementing regulations, including the FTC Safeguards Rule (16 C.F.R. Part 314) and Regulation P (12 C.F.R. Part 1016);
• Applicable requirements relating to consumer-authorized financial data access under Section 1033 of the Dodd-Frank Act and related implementing regulations;
• The California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”);
• Other applicable U.S. federal and state privacy and data protection laws.

The Merchant represents and warrants that it has obtained and will maintain all rights, notices, disclosures, consents, permissions, and authorizations required under applicable law in connection with the collection, use, transmission, disclosure, sharing, and processing of personal information and Financial Data relating to the Services, including appropriate disclosure of Contiant’s role in providing technical connectivity and pay-by-bank functionality where applicable.

The Merchant shall maintain and make available to End Users an appropriate privacy notice or privacy policy consistent with applicable law and the Merchant’s use of the Services.

Both Parties shall implement reasonable administrative, technical, and organizational security measures designed to protect information against unauthorized access, disclosure, misuse, alteration, or destruction.

Each party shall promptly notify the other party upon becoming aware of any unauthorized access, security incident, data breach, misuse, or compromise relating to the Services, systems, integrations, or information processed in connection with the Services that may materially affect the other party, End Users, Financial Institutions, Third-Party Financial Service Providers, or the security or integrity of the Services.

Certain Services may involve the processing, storage, or transmission of information through third-party systems, infrastructure, or service providers located in different jurisdictions as reasonably necessary for the operation and provision of the Services.

To the extent required under applicable law, the parties may enter into additional data protection agreements or contractual safeguards relating to international data transfers or specific processing activities.

Additional information regarding Contiant’s data processing practices is available in the Privacy Policy made available through the Website.

9. Use of Cookies

Contiant does not use cookies or similar tracking technologies for behavioral advertising, cross-context behavioral advertising, or unrelated tracking purposes.

Limited technical or session-related technologies may be used where reasonably necessary for the operation, security, functionality, and technical performance of the Services.

10. Confidentiality

Each party may receive or have access to non-public, confidential, proprietary, technical, commercial, financial, operational, or business information of the other party in connection with the Agreement and the Services (“Confidential Information”).

Confidential Information includes, without limitation, business information, pricing, customer and partner information, technical documentation, APIs, software, systems, integrations, security procedures, compliance-related information, and non-public operational or financial information.

The receiving party shall use Confidential Information solely for purposes related to the Agreement and the Services, shall protect such information using reasonable safeguards and no less than a reasonable standard of care, and shall not disclose such information to third parties except as permitted under the Agreement.

Disclosure of Confidential Information shall be permitted to employees, contractors, advisors, auditors, affiliates, and service providers with a legitimate need to know and subject to appropriate confidentiality obligations, as well as where disclosure is required by applicable law, regulation, court order, governmental request, or legal process.

Confidential Information shall not include information that becomes publicly available without breach of the Agreement, was lawfully known prior to disclosure, is independently developed without use of the Confidential Information, or is lawfully obtained from a third party without confidentiality restrictions.

Upon termination of the Agreement or upon reasonable request, Confidential Information shall be returned or securely destroyed, except where retention is required by applicable law, regulatory obligations, backup procedures, or legitimate internal recordkeeping requirements.

11. Termination

The Agreement shall remain in effect until terminated by either party in accordance with this section.

The Merchant may terminate the Agreement at any time upon thirty (30) days’ prior written notice to Contiant, provided that all outstanding obligations under the Agreement have been satisfied.

Contiant may terminate the Agreement or suspend access to all or part of the Services immediately upon written notice where reasonably necessary due to legal, regulatory, compliance, sanctions, fraud, security, operational, reputational, or business risk considerations.

Without limiting the foregoing, Contiant may suspend or terminate the Agreement immediately where:

• The Merchant breaches the Agreement or applicable law;
• The Merchant fails to provide requested onboarding, compliance, or verification information;
• The Merchant engages in fraudulent, deceptive, unauthorized, or unlawful conduct;
• The Merchant’s activities expose Contiant or its partners to heightened legal, regulatory, reputational, sanctions, or operational risk;
• Required third-party services, banking relationships, integrations, or provider access become unavailable or restricted.

Contiant may also terminate the Agreement for convenience upon thirty (30) days’ prior written notice to the Merchant.

Either party may terminate the Agreement immediately upon written notice if the other party becomes insolvent, ceases business operations, enters liquidation, becomes subject to bankruptcy or similar proceedings, makes an assignment for the benefit of creditors, or is otherwise unable to meet its financial obligations as they become due.

Upon termination of the Agreement:

• The Merchant shall immediately cease use of the Services;
• All rights granted to the Merchant under the Agreement shall terminate;
• Any accrued rights, payment obligations, indemnification obligations, confidentiality obligations, and provisions intended by their nature to survive termination shall remain in effect.

Suspension or termination of the Services shall not limit any rights or remedies available to Contiant under the Agreement or applicable law.

12. Force Majeure

Neither party shall be liable for any delay, interruption, failure in performance, or inability to perform obligations under the Agreement to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental actions, sanctions, cyber incidents, telecommunications failures, internet disruptions, failures of Financial Institutions or third-party providers, or other events beyond the affected party’s reasonable control.

The affected party shall use commercially reasonable efforts to mitigate the impact of such event and resume performance as soon as reasonably practicable.

If a force majeure event continues for more than thirty (30) consecutive days and materially affects the Services, either party may terminate the Agreement upon written notice.

13. Governing Law and Dispute Resolution

The Agreement and any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, or the relationship between the parties shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

The parties agree that any legal action or proceeding arising out of or relating to the Agreement shall be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably submits to the jurisdiction of such courts and waives any objection based on venue or forum non conveniens.

Prior to initiating formal legal proceedings, the parties shall use commercially reasonable efforts to resolve disputes through good faith discussions.

14. General

Contiant may update or modify the Agreement from time to time by providing notice through the Website, dashboard, email, or other reasonable means. Continued use of the Services following such update constitutes acceptance of the revised Agreement.

Any notices, requests, or communications under the Agreement shall be provided electronically to the contact details designated by the parties.

Neither party may assign or transfer the Agreement or any rights or obligations under it without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned, or delayed.

If any provision of the Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

No failure or delay by either party in exercising any right or remedy under the Agreement shall constitute a waiver of such right or remedy.

Nothing in the Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

The Agreement may be executed electronically and in counterparts, each of which shall be deemed an original.

If you have any questions, please contact us by email at contact@contiant.com.