Kettle Pay Terms of Service

These Terms of Service (these “Terms”) are a binding agreement between the individual or entity accessing or using the Services (“you,” “your” or “User”) and Skillet Group Inc., a Delaware corporation doing business as Kettle Pay (“Kettle,” “we,” “our” or “us”). These Terms govern your access to and use of Kettle’s websites, applications, wallet interfaces, APIs and related services (collectively, the “Services”).

BY CREATING AN ACCOUNT, ACCESSING THE SERVICES OR SUBMITTING A TRANSACTION, YOU REPRESENT THAT YOU HAVE READ AND AGREE TO THESE TERMS, OUR PRIVACY POLICY AND THE TERMS OF EACH SERVICE PARTNER MADE AVAILABLE TO YOU DURING ONBOARDING OR WITHIN THE SERVICES, THAT, IF YOU ACT FOR AN ENTITY, YOU ARE AUTHORIZED TO BIND IT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION. THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER AND A ONE-YEAR LIMITATION PERIOD, WITH AN OPT-OUT RIGHT FOR INDIVIDUALS (SECTION 17) AND LIMITATIONS OF LIABILITY (SECTION 15). IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1.1 Regulated financial services underlying the Services are performed by Service Partners. Your use of any virtual account, on-ramp, off-ramp, conversion or payout functionality constitutes your acceptance of the then-current terms and privacy policy of each Service Partner performing that function, as made available to you during onboarding or within the Services, and of updates published by that Service Partner. Kettle keeps records of your acceptance and may provide them to Service Partners and regulators.

1.2 Kettle may amend these Terms at any time. Where an amendment materially reduces your rights, Kettle will give thirty (30) days’ notice by email or within the Services. Amendments required by law, by a Service Partner or to address a security or compliance risk take effect on notice. Continued use after the effective date is acceptance. If you do not agree, stop using the Services and close your account.

1.3 In the event of conflict, the following control in descending order: applicable law, Service Partner requirements to the extent necessary for Kettle to remain compliant, these Terms, the Fee Schedule and other Kettle policies.

“Company-Generated Instruction” means a Settlement Instruction that Kettle’s systems generate, store or transmit on your behalf without your entry of a destination for that transaction, including the address of your Kettle Wallet to which on-ramp proceeds are delivered. Any destination you enter, select, confirm or modify is a User-Supplied Address.

“Company Security Failure” means unauthorized access to Kettle’s own systems, credentials or infrastructure, not caused or contributed to by you, your personnel, your systems or credentials or any Service Partner, that alters a Company-Generated Instruction and misdirects your funds. “Company Instruction Error” means an error solely by Kettle in generating, storing or transmitting a Company-Generated Instruction.

“Digital Assets” means digital representations of value recorded on a distributed ledger, including stablecoins. “Supported Assets” means the fiat currencies, Digital Assets and networks Kettle supports from time to time as displayed in the Services, which Kettle may change at any time without liability.

“Incident” means all losses of all Users arising from the same act, event or cause or series of related acts, events or causes.

“Kettle Wallet” means the non-custodial wallet made available to you through the Services, in which you and not Kettle hold and control the private keys, including any embedded wallet functionality provided by a Service Partner.

“Service Partner” means any regulated bank, money services business, payment institution, liquidity provider, wallet infrastructure provider, blockchain analytics provider or other third party engaged by Kettle or by another Service Partner to perform any function in connection with the Services. “Liquidity Partner” means a Service Partner that receives, converts, transmits, settles or pays out fiat currency or Digital Assets. Kettle is not a Service Partner and is at no time in the flow of funds.

“Settlement Instruction” means the destination wallet address, bank account or routing information used to deliver funds to you or on your behalf. “User-Supplied Address” means any destination, network or account that you or anyone using your credentials enters, pastes, uploads, selects, confirms or provides.

“Virtual Account” means account details issued by a Liquidity Partner and associated with your profile for the purpose of receiving fiat currency for conversion. A Virtual Account is not an account of Kettle and Kettle does not hold or control it or any funds in it.

3.1 You must be at least eighteen (18) years of age and able to form a binding contract. If you use the Services for an entity, you represent that the entity is duly organized and in good standing and that you are authorized to bind it, and each individual acting for the entity must be at least eighteen (18) and authorized by it. You shall use the Services only for your own account and not on behalf of any undisclosed third party.

3.2 You may not use the Services if you, your beneficial owners, affiliates or any person on whose behalf you transact is located in, organized in or acting for any jurisdiction on Kettle’s prohibited jurisdictions list, is the subject of sanctions administered by OFAC or any other applicable authority, or is engaged in any activity on Kettle’s prohibited activities list. Both lists are made available in the Services, incorporate Service Partner requirements and may be updated at any time with immediate effect.

3.3 Identity, business, beneficial ownership, anti-money-laundering and sanctions verification is performed by Liquidity Partners. You must complete all required verification before transacting, keep your information accurate and current, and respond completely to any request for information from Kettle or a Service Partner within five (5) Business Days. Kettle may restrict or suspend access pending your response without liability.

3.4 You are solely responsible for compliance with all laws applicable to your use of the Services, including in every jurisdiction from or to which you transact. You shall maintain complete records of your transactions for five (5) years and provide them to Kettle or a Service Partner on request. You shall cooperate with any audit, inquiry or investigation by Kettle, a Service Partner or a regulator.

3.5 Kettle may restrict, suspend or terminate access, decline or delay any transaction, or instruct a Service Partner to do so, where required by law, by a Service Partner or by Kettle’s risk framework, including where activity cannot be explained or appears unusual. Where law or policy restricts disclosure, Kettle may act without notice and without stating reasons. Kettle cannot freeze or control Digital Assets in a Kettle Wallet. Blocked property is handled as law requires.

3.6 Users organized or operating outside the United States, and functionality involving non-U.S. currencies or rails, may be subject to supplemental terms and Service Partners made available during onboarding, which are incorporated by reference.

4.1 Kettle provides non-custodial wallet software. You are solely responsible for the security of your private keys, seed phrases, recovery credentials, passwords, API keys, session tokens, email accounts and devices, and for your own systems and personnel. Kettle cannot access, recover, reset or restore any of them. Any transaction, instruction or change made using your keys or credentials is conclusively deemed authorized by you, whether or not actually authorized, and you bear all resulting loss.

4.2 Kettle and Service Partners may rely on any instruction or communication received through your account or credentials without further inquiry.

4.3 You shall notify Kettle immediately at compliance@kettlepay.net if you know or suspect any unauthorized access to your account or credentials or any unauthorized or erroneous transaction. You shall review your activity regularly and notify Kettle in writing of any error or discrepancy within thirty (30) days after the transaction date, failing which the transaction is deemed correct and accepted, to the fullest extent permitted by law and subject to any non-waivable rights you have under applicable law.

4.4 Kettle maintains administrative, technical and physical safeguards it determines to be appropriate to the Services. Kettle does not warrant that the Services are free from compromise. Kettle’s sole obligations in respect of any compromise of its systems are in Sections 10 and 15.

5.1 Wallet. Kettle provides software to generate blockchain addresses, sign transactions and view balances. Kettle does not custody Digital Assets or fiat currency, does not control private keys and does not act as agent, fiduciary, trustee, escrow, intermediary or settlement party for anyone.

5.2 Virtual Accounts and Automatic Conversion. Virtual Accounts are issued and maintained by Liquidity Partners. Fiat currency received into your Virtual Account is received by the Liquidity Partner, not Kettle, and is converted to a Supported Asset and delivered to your Kettle Wallet by the Liquidity Partner. Conversion may occur automatically on receipt without action by you, at rates and timing the Liquidity Partner determines. You accept all conversion outcomes.

5.3 Third-Party Senders. Third parties may send funds to your Virtual Account. You are solely responsible for the identity, legitimacy and lawful purpose of every sender and payment, and for any return, recall, reversal, dispute or claim relating to a received payment. Liquidity Partners may return, hold or reject any payment or require information from or about a sender, without liability. Kettle has no relationship with or duty to any sender.

5.4 Off-Ramp. Conversion of Digital Assets to fiat and payout are performed solely by Liquidity Partners to a verified bank account in your name. Timing, availability and banking outcomes are determined by Liquidity Partners and the banking system. Certain rails may display Kettle’s legal entity name or a Service Partner’s name as originator or in a statement descriptor, and you consent to that display.

5.5 Transfers. You may transfer Supported Assets from your Kettle Wallet to any User-Supplied Address on a supported network. You are solely responsible for the address, network, token standard and recipient. Service Partners may screen destinations and decline, delay or block a transfer without liability. Digital Assets sent to your Kettle Wallet that are not Supported Assets, or on an unsupported network, may be permanently lost and Kettle has no obligation to recover them.

5.6 Finality. Digital Asset transfers are final once confirmed on the network. Kettle cannot reverse, cancel or recover a confirmed transfer. Where funds are misdirected, Kettle’s obligations are exclusively those in Section 15.

5.7 Routing and Rates. Liquidity Partners have sole discretion over routing, intermediate assets, conversion sequences, liquidity sources and timing and need not disclose them. Rates and spreads are set by Liquidity Partners, may differ from any displayed rate, may change between display and execution and may include a margin retained by the Liquidity Partner or shared with Kettle. Kettle does not guarantee any rate, execution or settlement outcome.

5.8 Service Partner Actions. Any Service Partner may hold, freeze, delay, refuse, limit, reverse or return any transaction or funds, request information, or suspend or close your Virtual Account or access, for any compliance, risk, sanctions, operational or other reason, with or without notice, and may be prohibited from stating its reasons. Kettle does not control these actions and has no liability for them.

5.9 Suspension by Kettle. Kettle may suspend, pause, limit or modify any part of the Services, including deposit processing, without prior notice where Kettle considers it necessary to investigate or contain a security incident, comply with law or a Service Partner requirement, respond to unusual activity or protect Users, Service Partners or Kettle. Suspension under this Section is not a breach and Kettle has no liability for it.

5.10 Tools, History and Merchant Customers. Any screening, analytics or verification tools are informational only and not compliance determinations. Transaction history and balances shown in the Services are for convenience, may be delayed or incomplete, and are not statements of account. Where you use the Services in connection with sales to your own customers, those customers are yours alone. Kettle has no relationship with or obligation to them and you are responsible for your own terms, refunds and disputes with them.

6.1 Where a Settlement Instruction is a User-Supplied Address, you are solely responsible for its accuracy, network, token standard, compatibility and lawful ownership. Kettle does not validate User-Supplied Addresses and has no liability for loss arising from them.

6.2 Where a Settlement Instruction is a Company-Generated Instruction, Kettle will use commercially reasonable efforts to transmit it accurately and protect it against unauthorized alteration. Kettle may notify you of changes to stored Settlement Instructions and may require confirmation through a verified channel before a changed instruction is used. You shall review any such notice promptly and report any unauthorized change under Section 4.3. Kettle’s obligations for any Company Instruction Error or Company Security Failure are exclusively those in Section 15.

7.1 Kettle’s fees are set out in the fee schedule made available in the Services (the “Fee Schedule”) and may be amended on thirty (30) days’ notice. You authorize Kettle to deduct fees from transaction proceeds and otherwise to invoice you. Invoices are due within fifteen (15) days and overdue amounts bear interest at the lesser of 1.5 percent per month and the maximum lawful rate. Fees, spreads and charges of Service Partners, networks and protocols are separate and are your responsibility.

7.2 You are liable for all returns, recalls, reversals, chargebacks, dishonored payments, compliance-mandated returns and negative balances relating to your account or your senders, with associated costs. If a received payment is returned or reversed after conversion, you shall immediately restore the corresponding value. Kettle and Liquidity Partners may set off any amount you owe against any amount otherwise deliverable to you and may require you to fund any negative balance within two (2) Business Days.

7.3 Where a transaction is misdirected as a direct result of a Company Security Failure or Company Instruction Error, Kettle will not charge, and will credit, its own fees on that transaction.

7.4 You are responsible for all taxes and reporting obligations arising from your use of the Services, other than taxes on Kettle’s net income. Kettle does not provide tax, legal, accounting or investment advice.

You shall not, and shall not permit anyone to:

(a) use the Services in violation of law, sanctions or Kettle’s prohibited lists.

(b) engage in or facilitate money laundering, terrorist financing, sanctions evasion, fraud or the transfer of unlawful proceeds.

(c) structure transactions to evade thresholds, monitoring or screening.

(d) interfere with, probe, reverse engineer or circumvent the Services, any network, any smart contract or any Service Partner system, or introduce malicious code.

(e) provide false, misleading or incomplete information or conceal the identity of any sender, recipient or beneficial owner.

(f) share credentials or permit anyone other than your authorized personnel to access your account, keys or API credentials.

(g) use the Services on behalf of undisclosed third parties, as a nested or payable-through arrangement, or to provide financial services to others without Kettle’s written consent.

(h) access Service Partner systems, rails or accounts other than through the Services.

(i) represent that Kettle is a bank, custodian, money transmitter, money services business, payment processor, fiduciary, guarantor or insurer, or make any representation about a Service Partner inconsistent with its regulatory status.

9.1 The Services depend on Service Partners, blockchain networks and protocols that Kettle does not own or control. Fiat receipt, conversion, settlement and payout are performed by Liquidity Partners regulated in their respective jurisdictions. The identity of each Service Partner performing a function for you, and its terms and privacy policy, are made available during onboarding and within the Services.

9.2 Kettle may add, replace or remove Service Partners at any time on notice without amending these Terms. Kettle makes no representation or warranty regarding any Service Partner, its solvency, performance, compliance, security or actions, and is not responsible for them.

10.1 If Kettle confirms a Company Security Failure or other security incident affecting its systems that has resulted in, or is reasonably likely to result in, misdirection of your funds or unauthorized access to your data, Kettle will use commercially reasonable efforts to notify you within seventy-two (72) hours of confirmation, describing what is then known about the incident, its effect on you, the steps Kettle is taking and a point of contact, with updates as material facts develop. Kettle will describe the cause accurately to the extent known and will not attribute an incident to a third party without reasonable basis.

10.2 Kettle may delay or limit notice where required by law enforcement, a regulator, a Service Partner or law, or where notice would impair investigation or containment. Failure to notify within the period above does not itself give rise to liability except for loss directly caused by that failure, subject to Section 15.1. Nothing in this Section limits Kettle’s obligations under applicable law.

11.1 Kettle and its licensors own the Services and all related intellectual property. Subject to these Terms, Kettle grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services for your internal business purposes during the term. API access is subject to Kettle’s documentation, rate limits and security requirements, and Kettle may modify or discontinue any API on notice.

11.2 You shall not use Kettle’s name or marks without written consent. Kettle may identify you as a User in customer lists unless you object in writing. Kettle may use any feedback you provide without restriction or compensation.

You acknowledge and accept that:

(a) Digital Asset transactions are irreversible once confirmed, and an incorrect User-Supplied Address, network or token standard may result in permanent loss.

(b) Digital Assets are not legal tender, are not backed by any government and are not insured by the FDIC or any other program. Fiat held by a Service Partner is subject to that institution’s terms, and Kettle makes no representation regarding deposit insurance or pass-through coverage.

(c) Stablecoins carry issuer, reserve, redemption, liquidity, de-pegging and regulatory risk, and issuers may freeze or block addresses.

(d) Networks, bridges, protocols and smart contracts may fail, be exploited, halt, fork or reorganize, and Kettle has no liability for them.

(e) Fees, confirmation times and settlement times vary and Kettle does not guarantee any delivery time.

(f) Loss or compromise of your keys or credentials may result in total loss.

(g) Changes in law or in Service Partner policies may affect the availability, legality, pricing or terms of the Services, and Kettle may modify or withdraw the Services in response.

(h) Kettle is a technology provider and is not a bank, custodian, money transmitter, money services business, broker, exchange, investment adviser or fiduciary, and does not provide financial, legal, tax or investment advice.

(i) Kettle maintains commercial insurance for its own operations. That insurance is solely for Kettle’s benefit, is subject to limits, retentions and exclusions, does not cover User funds or User losses, is not a guarantee of any kind, and does not make you an insured, additional insured, loss payee or beneficiary. Any reference to insurance in Kettle’s materials describes Kettle’s own coverage and is not a representation that your funds are insured.

13.1 These Terms apply from your first access to the Services until terminated. Kettle may suspend or terminate your access at any time, with or without cause, on notice, and immediately for breach, risk or compliance reasons, at the direction of a Service Partner or regulator, or as required by law. You may close your account at any time on notice, subject to settlement of all amounts owed. Kettle may close accounts inactive for twelve (12) consecutive months on notice.

13.2 On termination, in-progress transactions will be completed where permitted, no new transactions will be accepted, related Virtual Accounts will be closed subject to Service Partner obligations, and amounts owed to Kettle become immediately due. Your Kettle Wallet remains under your control. Kettle has no obligation to assist with migration of Digital Assets. Sections 2, 3.4, 4, 5.3, 5.5, 5.6, 7, 11, 12, 14, 15, 16, 17 and 18 survive termination. If terminated for cause, you shall not attempt to re-register under a different name or address.

15.1 General Limitation. EXCEPT AS PROVIDED IN SECTION 15.2, KETTLE’S AGGREGATE LIABILITY TO YOU AND ANYONE CLAIMING THROUGH YOU, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT EXCEED, FOR ALL CLAIMS IN ANY TWELVE (12) MONTH PERIOD, THE GREATER OF USD 5,000 AND THE FEES YOU PAID TO KETTLE IN THE SIX (6) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

15.2 Reimbursement Commitment. Where your funds are misdirected as a direct and sole result of a Company Security Failure or Company Instruction Error, Kettle will reimburse you the U.S. dollar value of the affected transaction at the time of the transaction, less any amount recovered by or for you and less any amount attributable to your contributory fault, subject to a maximum of USD 250,000 per Incident per User, USD 500,000 per Incident for all Users, and USD 1,000,000 in the aggregate for all Users in any twelve (12) month period, allocated pro rata among affected Users where a maximum is exceeded. This Section 15.2 is Kettle’s sole obligation and your sole and exclusive remedy for any misdirection or loss of funds however arising, and replaces any other right or remedy at law or in equity for such loss. Section 15.1 does not apply to amounts payable under this Section.

15.3 Exclusions. Section 15.2 does not apply to, and Kettle has no liability for, loss arising from or attributable in whole or in part to: a User-Supplied Address. Your keys, credentials, devices, systems or personnel. Any act or omission of a Service Partner, network, protocol, stablecoin issuer or other third party. Market movement, de-pegging, liquidity or conversion outcomes. Any return, reversal, chargeback or dispute relating to a received payment or sender. Any hold, freeze, delay, refusal, return or suspension described in Sections 3.5, 5.8 or 5.9. Your failure to comply with Sections 4.3 or 6.2. Your breach of these Terms or law. Events beyond Kettle’s reasonable control.

15.4 Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, KETTLE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE SERVICES OR LOSS FROM DELAY, HOWEVER ARISING, INCLUDING IN CONNECTION WITH SECTION 15.2 OTHER THAN THE DIRECT TRANSACTION VALUE EXPRESSLY REIMBURSABLE.

15.5 Non-Excludable Liability. Nothing in this Section limits liability for Kettle’s fraud or willful misconduct or any liability that cannot be limited by law, including any non-waivable rights you have as a consumer under the law of your residence. Where law does not permit exclusion of liability for gross negligence, Kettle’s liability for gross negligence is limited to the amounts in Section 15.2.

15.6 Conditions and Subrogation. To receive reimbursement under Section 15.2 you shall have complied with Sections 4 and 6.2, notify Kettle in writing within fifteen (15) days after the earlier of when you knew or should have known of the loss and Kettle’s notice under Section 10, provide the information and cooperation Kettle reasonably requests, and execute Kettle’s reimbursement acknowledgment, which includes a release for the Incident and an assignment to Kettle of your rights of recovery against any third party to the extent of Kettle’s payment. Kettle will pay amounts determined due within fifteen (15) Business Days after these conditions are met and its investigation is complete. You shall not compromise or impair assigned recovery rights and shall hold any recovery for Kettle to the extent of its payment.

15.7 The allocations of risk in this Section are an essential basis of the bargain and are reflected in the pricing of the Services.

16.1 You shall indemnify, defend and hold harmless Kettle, its affiliates and their directors, officers, employees, contractors and agents, and each Service Partner, from all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Services, your breach of these Terms, Service Partner terms or law, the acts or omissions of your personnel, customers, counterparties or senders, any inaccurate information you provide, any return, reversal, chargeback or negative balance, any regulatory or Service Partner claim attributable to you, or any dispute between you and a third party, except to the extent finally determined to have been caused by Kettle’s fraud or willful misconduct. Kettle may control the defense with counsel of its choice at your expense, and you shall not settle any claim that imposes obligations on or admits fault by Kettle or a Service Partner without prior written consent.

16.2 To the fullest extent permitted by law, you release Kettle and its affiliates, directors, officers, employees and agents from all claims and damages, known or unknown, arising out of or relating to any dispute between you and any customer, counterparty, sender or recipient, any act or omission of a Service Partner, network, protocol or stablecoin issuer, or any matter described in Section 15.3.

17.1 These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and by the Federal Arbitration Act.

17.2 Before commencing arbitration, a party shall give the other written notice of the dispute and the parties shall attempt in good faith to resolve it within thirty (30) days.

17.3 Except for claims that qualify for small claims court in your jurisdiction, which either party may bring there on an individual basis, any dispute not so resolved, including any question of arbitrability, shall be finally resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat is Wilmington, Delaware. Where the amount in controversy is under USD 250,000, the arbitration shall proceed on written submissions or by video conference unless the arbitrator directs otherwise. The arbitrator shall apply these Terms, including Section 15, and may not award relief inconsistent with them. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award costs and reasonable attorneys’ fees to the prevailing party.

17.4 All disputes shall be resolved on an individual basis. Each party waives, to the fullest extent permitted by law, the right to bring or participate in any class, collective, consolidated, private attorney general or representative proceeding, and the arbitrator may not consolidate the claims of more than one User. If this Section 17.4 is held unenforceable as to any claim, that claim shall be severed and litigated in the state or federal courts in Wilmington, Delaware, and the remaining claims arbitrated.

17.5 Opt-Out. If you are an individual, you may opt out of arbitration under Section 17.3 and the class waiver under Section 17.4 by emailing compliance@kettlepay.net within thirty (30) days after first accepting these Terms, stating your name, account email and that you opt out. Opting out does not affect any other provision. If you opt out, disputes will be resolved in the state or federal courts in Wilmington, Delaware, or, where required by law, the courts of your residence.

17.6 To the fullest extent permitted by law, any claim against Kettle arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.

17.7 Kettle may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information or the security of the Services, without posting bond. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

18.1 Force Majeure. Kettle is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, epidemic, failure of telecommunications or infrastructure, cyberattack against third parties, or the failure, unavailability, insolvency or action of any Service Partner, stablecoin issuer, network or protocol. A Company Security Failure is not a force majeure event and is governed exclusively by Section 15.

18.2 Assignment. You may not assign these Terms without Kettle’s written consent and any purported assignment is void. Kettle may assign these Terms to an affiliate or a successor to all or substantially all of its business or assets.

18.3 Electronic Communications. You consent to receive all notices and communications electronically, including by email, in-app notice and text message, and agree that they satisfy any legal requirement of a writing. Kettle may monitor and record communications with you for compliance, security, quality and dispute-resolution purposes.

18.4 Entire Agreement. These Terms, the Privacy Policy, the Fee Schedule, Kettle’s prohibited lists, any API documentation and any supplemental terms made available during onboarding are the entire agreement between you and Kettle regarding the Services and supersede all prior agreements, representations and communications. You have not relied on any statement not set out in these Terms.

18.5 Third Parties, Severability, Waiver, Interpretation. Service Partners are intended third-party beneficiaries of Sections 8, 15 and 16. Otherwise these Terms confer no rights on any third party, and no customer, counterparty or sender of a User has any right under them. If any provision is unenforceable it shall be modified to the minimum extent necessary and the rest remains in force, except that Section 17.4 is governed by its own severability rule. No failure or delay in exercising a right is a waiver, and any waiver must be in writing signed by Kettle. Headings are for convenience only, “including” means “including without limitation,” and these Terms are construed as if jointly drafted. The parties are independent contractors.

18.6 Notices and Contact. Notices to Kettle shall be sent to compliance@kettlepay.net and are effective on Kettle’s acknowledgment. Notices to you shall be sent to the email associated with your account or delivered within the Services and are effective on transmission. Support, security reports and complaints: compliance@kettlepay.net. Kettle will acknowledge complaints within two (2) Business Days and use reasonable efforts to respond substantively within ten (10) Business Days. Complaints relating to Service Partner functions may be referred to the Service Partner and resolved on its timeline. “Business Day” means any day other than a Saturday, Sunday or day on which banks in New York, New York are authorized to close.