Terms of Service

1. Acceptance of the Terms

These Terms of Service (the "Terms") are a binding agreement between Locus Technologies Inc, a Delaware corporation ("Locus," "we," "us," or "our"), and you ("you" or the "User"). These Terms govern your access to and use of: (a) our websites located at https://paywithlocus.com, https://beta.paywithlocus.com, https://app.paywithlocus.com, and https://buildwithlocus.com as well as any other websites associated with Locus from time to time (collectively, the "Site"); (b) our web applications, dashboards, software development kits ("SDKs"), and application programming interfaces ("APIs") (together the "Platform"); and (c) related software, features, products, content, and services we provide (together with the Site and Platform, the "Service"). Certain Services may require you to accept additional terms (the "Additional Terms"). Once accepted, any such Additional Terms shall be deemed to be incorporated by reference herein.

By accessing or using any part of the Service, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy (see §4), and, where applicable, the third-party terms referenced in §3 (Non-Custodial Model and Third Party Providers) and §13 (API Terms) and any Additional Terms. If you do not agree, do not access or use the Service.

We may update these Terms from time to time. If we make material changes, we will provide at least thirty (30) days' prior notice by posting the revised Terms on the Site (or within the Platform) and updating the "Last Updated" date above. Your continued use of the Service after the effective date of any material change constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service before the change becomes effective.

2. Service Description

The Service is a B2B payment infrastructure and developer platform which enables AI agents and developers to programmatically send payments, access pay-per-use APIs and manage funds through non-custodial smart wallets. The Service provides tools to: configure and route USDC payments you authorize on the Base blockchain; deploy and manage non-custodial smart wallets; issue and manage agent access keys with scoped permissions; manage spending controls and policy groups; send payments via email or phone using self-escrowed sub-wallets; buy and sell crypto through a third party platform, access pay-per-use third-party APIs through the Wrapped API Service; access pay-per-use digital applications, audit transactions, link external payment cards for funding, purchase prepaid virtual debit cards; create email inboxes for AI agents; initiate freelancer marketplace orders; integrate through APIs, SDKs (including the Locus Agent SDK), and the Model Context Protocol ("MCP"); and use the checkout SDK for merchant payment collection. We may add, change, or remove features at any time.

The Service enables AI agents to initiate transactions and interact with third-party services on your behalf. You acknowledge that: (a) AI agents operate autonomously within the permissions and spending controls you configure; (b) AI agent behavior may produce unexpected, inaccurate, or unintended results; (c) Locus does not guarantee the accuracy, appropriateness, or legality of any action taken by an AI agent; and (d) you are solely responsible for monitoring, reviewing, and supervising the actions of AI agents operating under your credentials. Locus provides transaction audit trails and logging to support your oversight obligations. You should review agent-initiated transactions regularly using the dashboard and audit tools available within the Service.

The Service employs automated systems that may affect your transactions including: (a) a three-layer spending policy engine that automatically rejects transactions exceeding configured budget limits; (b) OFAC sanctions screening; (c) automatic enforcement of a rolling 30-day spending limit; (d) automatic reclamation of unclaimed escrow funds upon expiration; (e) periodic automatic rotation of session keys; and (f) pre-execution transaction screening that may reject transactions for policy, compliance, or risk reasons. These systems operate without human intervention. You may contact legal@paywithlocus.com to request a human review of any automated decision that materially affects your transactions.

The Service may include optional approval workflows that require manual confirmation before certain high-value or elevated-risk transactions are executed. If you configure such workflows, transactions subject to approval will remain pending until approved or denied. Locus is not liable for delays, losses, or missed opportunities arising from pending approval requests.

We may suspend or restrict the Service (in whole or part) for maintenance, security, legal compliance, or to mitigate risk. We may impose usage or rate limits, storage limits, and other technical or operational constraints. We may reject or delay transactions for risk, compliance, fraud, or technical reasons.

3. Non-Custodial Model and Third-Party Providers

3.1 Locus is Non-Custodial

Locus provides software and workflow tooling to help you initiate and route payments from accounts or wallets you control. Locus does not at any time hold, take possession of, or have custody or control over your funds. You remain the owner of your funds at all times and authorize payments to be initiated via your smart wallets. Locus is not registered or licensed as a money transmitter, money services business, bank, trust company, or other regulated financial institution in any jurisdiction. Locus does not provide wallets, custody, money transmission or any other regulated financial services. The self-escrowed payment functionality described in § 7 uses sub-wallets derived from your own wallet and does not constitute third-party escrow or custodial services. No regulatory authority has reviewed, approved, or endorsed the Service.

3.2 Crypto On/Off-Ramp (via Coinbase Developer Platform)

Locus integrates with Coinbase Developer Platform ("CDP") as its exclusive crypto on/off-ramp provider to facilitate your purchase and sale of cryptocurrency. CDP is a third-party service. Locus does not operate the on/off-ramp. Your use of any CDP-facilitated functionality is subject to CDP's terms and privacy policy (together the "CDP Terms"). By using on/off-ramp features, you agree to the CDP Terms. CDP may collect additional information from you (including your IP address) for geographic validation and regulatory compliance. Locus does not custody, transmit or hold customer funds in connection with CDP transactions.

3.3 Card Tokenization (via Basis Theory)

For Bring Your Own Card ("BYOC") functionality, Locus integrates with Basis Theory, a third-party PCI-DSS Level 1 certified vault provider to tokenize and store payment card data. Locus never stores, processes, or has access to card numbers or any other payment card data, only tokenized references are used. Card data is vaulted entirely within Basis Theory's infrastructure. Your use of BYOC features is subject to Basis Theory's terms and privacy policy (together the "Basis Terms"). By using BYOC features, you agree to the Basis Terms.

3.4 Smart Wallets and Blockchain Infrastructure

Locus deploys non-custodial smart wallets on the Base blockchain (a Layer 2 network on Ethereum) using ERC-4337 account abstraction. Wallet types include Locus proprietary smart wallets and Tempo passkey-based smart wallets. Transaction submission is facilitated by Pimlico, a third-party ERC-4337 bundler service. Gas fees for authorized wallet transactions are sponsored by Locus via a Paymaster smart contract. You do not pay gas fees directly. You hereby acknowledge and agree that all on-chain data including wallet addresses, transaction amounts, and smart contract interactions is public and immutable on the blockchain. Your use of smart wallet and blockchain functionality is subject to the terms and privacy policies of Base, Tempo, and Pimlico (together, the "Blockchain Infrastructure Terms"). By using smart wallet features, you agree to the Blockchain Infrastructure Terms. Locus is not responsible for the acts, omissions, or services of Base, Tempo, or Pimlico.

3.5 Agent Email Inbox Functionality (via AgentMail)

The Service integrates with AgentMail, a third-party service provider to provide email inbox functionality for AI agents. Data processed through this integration, including email addresses, message content, threads, and attachments, flows to and is stored on AgentMail's infrastructure. Your use of AgentMail features is subject to AgentMail's terms of service and privacy policy (together the "AgentMail Terms"). By using Agent Email Inbox functionality, you agree to the AgentMail Terms.

3.6 x402 Protocol

The Service supports the x402 protocol, a machine-to-machine payment protocol that enables automated payments for API access using HTTP 402 responses. Payments under the x402 protocol are made in USDC with quoted per-call pricing. Refund flows are supported for x402 payments where applicable. By using the x402 protocol, you acknowledge that payments may be initiated automatically by agents without manual confirmation for each transaction, subject to the spending controls and policies you have configured. Your use of the x402 protocol is subject to x402's terms of service and privacy policy (together the "x402 Terms"). By using the x402 protocol, you agree to the x402 Terms.

3.7 Wrapped API Proxy and Third-Party API Providers

Locus provides a pay-per-use API proxy service (the "Wrapped API Service") that gives you access to over forty (40) third-party API providers through a single integration. Locus acts solely as an intermediary with regard to these API-providers. Your full request payload is forwarded to the upstream provider and the request and response payloads are stored in Locus's database for each call. You do not need your own API keys for these services. Locus provides access via its own keys. Each upstream provider has its own privacy policy and terms of service governing how it processes data that Locus sends on your behalf and provides the Wrapped API Service. A current list of Wrapped API Service providers is available in the Platform documentation. You acknowledge that data you submit through the Wrapped API Service may contain sensitive information (e.g., prompts to AI models, search queries, personal data) and that such data will be transmitted to and processed by the applicable Wrapped API Service provider and stored by Locus. You should not submit data to the Wrapped API Service that you are not prepared to have retained by Locus. By using the Wrapped API Service, you agree to the terms of service and privacy policy of the relevant Wrapped API Service provider.

3.8 Additional Third-Party Integrations

The Service integrates with additional third-party services including, without limitation: (a) Laso Finance for prepaid virtual debit card ordering (available in the United States only); (b) Fiverr for freelancer marketplace orders with escrow-backed payments; (c) Billboard / @MPPBillboard for paid posting to X (Twitter); (d) SendGrid and Twilio for transactional email and SMS notifications; (e) Google Analytics 4 for anonymized site analytics; and (f) WalletConnect and RainbowKit for external wallet connections. Each third-party integration is subject to that provider's own terms and privacy policy. Locus is not responsible for the acts, omissions, or services of any third-party provider. A complete and current list of third-party integrations is maintained in the Platform documentation.

3.9 Embedded Wallet Platform

Locus offers a multi-tenant embedded wallet platform that allows third-party platforms to embed Locus wallets into their own products (the "Embedded Wallet Service"). If you access Locus wallets through a third-party platform using the Embedded Wallet Service, your relationship with Locus is governed by these Terms and our Privacy Policy (as further described in Section 4 below). The embedding platform may have its own terms that also apply to your use. Locus is not responsible for the embedding platform's products, services, or conduct.

3.10 Your Responsibilities

You must comply with these Terms and any other applicable third-party terms referenced herein or presented to you through the Service. Those third parties are independent providers, not agents of Locus. Locus is not responsible for their acts or omissions, or the services they offer or provide.

4. Privacy; Electronic Communications

Your use of the Service is subject to our Privacy Policy located at https://paywithlocus.com/privacy (the "Privacy Policy"). The Privacy Policy describes how we collect, use, share, and retain information.

Depending on your jurisdiction, you may have the right to: (a) know what personal information we collect, use, and disclose; (b) request deletion of your personal information (subject to legal exceptions and the technical limitations described in§15); (c) correct inaccurate personal information; (d) opt out of the 'sale' or 'sharing' of your personal information (as those terms are defined under the California Consumer Privacy Act); and (e) not be discriminated against for exercising your privacy rights. To exercise these rights, contact privacy@paywithlocus.com. We will verify your identity before processing any request. Additional details are provided in the Privacy Policy.

You consent to receive electronic communications from us (e.g., notices, disclosures, service messages) and agree that such communications satisfy any legal requirements for "written" communications. For Users in Canada, you consent to receive required disclosures electronically and to receive commercial electronic messages from Locus. You may withdraw consent at any time using the unsubscribe mechanism provided in our messages. Withdrawal may affect your ability to use the Service.

Locus may process your personal information in the United States. Locus's primary infrastructure is hosted in the United States with global content delivery via AWS CloudFront and Cloudflare. Third-party service providers may process data in various jurisdictions. Blockchain data is distributed globally on the Base L2 network. Locus maintains an information security program appropriate to the nature of the information processed and will notify you without undue delay of confirmed security incidents impacting your personal information processed by Locus in connection with the Service.

By using the Service, you consent to the transfer of your personal information to the United States and other jurisdictions where our service providers operate. These jurisdictions may not provide the same level of data protection as your home jurisdiction. For Canadian Users, we process personal information in accordance with the Personal Information Protection and Electronic Documents Act ("PIPEDA") and applicable provincial privacy laws. Where required by applicable law, Locus relies on appropriate transfer mechanisms (such as standard contractual clauses or your explicit consent) to lawfully transfer personal information across borders.

5. Eligibility; Access

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. The Service is currently offered only in North America (the United States and Canada). To use the Service, you may need to create a Locus account and provide accurate, current information. You are responsible for safeguarding your credentials, API keys, and any private keys or signing materials you use with the Service, and for all activities under your account.

We require OFAC sanctions screening and ongoing monitoring before use of the Service. You agree to promptly provide requested information and to update it as needed. The Service is intended for business and developer Users. You may not use the Service for personal, family, or household purposes.

You may authorize software agents (including AI agents) to access the Service using your credentials, keys, or scopes you provision. You are responsible for: (i) provisioning, scoping, and revoking agent access; (ii) all actions initiated by such agents; (iii) implementing appropriate technical and operational controls (e.g., spend limits, merchant whitelisting, approval workflows, transaction frequency limits); (iv) maintaining meaningful human oversight of agent activity, including regular review of agent-initiated transactions; (v) promptly revoking agent access if agent behavior deviates from your intended parameters; and (vi) ensuring agents comply with these Terms and applicable law. Failure to maintain adequate oversight of agent activity does not limit your liability under these Terms. Locus is not liable for the acts or omissions of your software agents.

6. Fees; Credits

We and our third-party providers charge fees for use of the Service ("Fees"). A current schedule of Fees is available at https://paywithlocus.com/fees and within the Platform documentation. Locus may update the Fee schedule from time to time. Your continued use of the Service after any fee change constitutes acceptance of the updated Fees. Fees for the Service are denominated and payable in USDC unless otherwise specified. Locus may charge a markup on pass-through Fees from third-party providers. You are responsible for all Fees and taxes applicable to your use of the Service.

From time to time, Locus may issue promotional credits through redemption codes or gift codes. Promotional credits are denominated in USDC, have no cash value, are non-transferable, and expire as indicated at the time of issuance. Locus may revoke promotional credits at any time if obtained through fraud, error, or violation of these Terms. Promotional credits may not be combined unless expressly permitted.

Cryptocurrency transactions on the blockchain are generally irreversible. Unless required by applicable law, all Fees are non-refundable. You acknowledge that digital asset prices may be volatile and that on-chain transactions are subject to network congestion, delays, and failure.

7. Non-Custodial Disclosures; Smart Contracts

• Non-Custodial: All Locus wallet features are non-custodial. Transactions are executed from smart wallets you control on the Base blockchain. Locus does not take possession of your funds. You authorize Locus to route your instructions to the blockchain consistent with your configuration and spending policies.
• Smart Contracts: The Service utilizes deployed smart contracts on the Base blockchain, including the Locus SmartWallet (ERC-4337 account abstraction), Locus Factory (deterministic wallet deployment), Paymaster (gas fee sponsorship), Subwallet (temporary token holding for escrow), and Locus Payment Router (stateless USDC routing for checkout payments). Smart contracts are public, immutable, and self-executing. Once deployed, smart contract code cannot be altered by Locus or any party. You acknowledge the inherent risks of interacting with smart contracts, including potential bugs, exploits, or unintended behavior.
• Self-Escrowed Payments: The email and phone payment Service uses sub-wallets derived from the sender's root wallet to hold funds until claimed by the recipient (with a configurable expiration period, default thirty (30) days). This is not traditional escrow and no third-party custodian holds the funds. Unclaimed funds are automatically returned to the sender's wallet upon expiration. The sender retains the ability to recall unclaimed funds at any time before the recipient claims them.
• Blockchain Data: All on-chain data including wallet addresses, transaction amounts, token balances, and smart contract interactions is permanently recorded on a public blockchain. This data is visible to anyone and cannot be deleted or modified by Locus or any party. You acknowledge and accept this inherent transparency and permanence as a condition of using the Service.
• Stablecoin Risk: USDC is a digital asset issued by a third party (Circle Internet Financial, LLC). USDC is not legal tender, is not issued or guaranteed by any government, and is not insured by the Federal Deposit Insurance Corporation ("FDIC") or any other governmental agency. The value of USDC may fluctuate and is not guaranteed to maintain a 1:1 peg with the U.S. dollar. You bear all risk of loss associated with holding, transacting in, or receiving USDC through the Service.

8. User Obligations; Prohibited Activities

You must use the Service lawfully and comply with all applicable laws and regulations. You agree not to:

• Violate any law or third-party rights;
• Submit false or misleading information;
• Use the Service for prohibited or high-risk categories, including, without limitation:
  • Illegal goods or services;
  • IP infringement;
  • Deceptive, unfair, or predatory marketing practices;
  • Adult or sexual content or escorting;
  • Gambling;
  • Unlicensed money transmission or payment facilitation;
  • Shell banks;
  • Weapons or defense;
  • Illegal drugs;
  • Sanctions violations;
  • Surveillance equipment for unlawful use;
  • Multi-level marketing or pyramid schemes;
  • Investment schemes promising guaranteed returns;
  • Data brokering that violates privacy or lacks consent;
  • Use of AI agents for unlawful purposes or to evade spending controls;
  • Any activity prohibited by applicable third-party provider terms.
• Attempt to bypass security measures, rate limits, geofilters, content-filtering or access or compliance controls;
• Use scraping, robots, or automated collection not permitted by us;
• Upload malware or harmful code;
• Interfere with Service integrity or availability;
• Engage in activity that could place Locus, our Users, or third-party providers at regulatory, operational, or reputational risk.

We may update prohibited categories to reflect legal and policy changes. Where third-party provider terms impose stricter restrictions, those apply.

9. Compliance

We may monitor, review, and investigate your use of the Service for compliance, risk, fraud, and abuse. We may request information or documentation (including OFAC screening support and transaction records) and you agree to provide it promptly and to cooperate with Locus and regulators in investigations related to suspected fraud, sanctions violations, or abuse. We may suspend, refuse, or reverse transactions and/or restrict access to the Service in our discretion to manage risk or comply with law or third-party requests.

10. Intellectual Property

The Service and all related content, software, documentation, and trademarks are owned by Locus or our licensors and are protected by IP laws. We grant you a limited, non-exclusive, non-transferable license to use the Service as permitted by these Terms. We reserve all other rights.

If you voluntarily provide suggestions, ideas, or other feedback about the Service ("Feedback"), you grant Locus a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Service without obligation to you. This license does not extend to any personal data, confidential information, or User Content included in your communication; such information remains subject to the Privacy Policy and § 11 of these Terms.

11. User Content

If you submit or upload content ("User Content") to the Service, you represent that you have all rights necessary to do so. You grant Locus a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display User Content to provide and improve the Service. We may generate and use de-identified or aggregated data derived from the Service for analytics, benchmarking, and product improvement, provided we do not disclose your identity.

Content generated by AI models through the Service (including outputs from the Wrapped API Service, AI agents, or any other AI-powered feature) ("AI Outputs") may not be protectable under copyright or other intellectual property laws. Locus makes no representation regarding the originality, accuracy, non-infringement, or legal protectability of any AI Outputs. You are solely responsible for evaluating, verifying, and ensuring the lawful use of any AI Outputs. Locus does not claim ownership of AI Outputs generated at your direction, but Locus retains all rights in the underlying Service, models, and infrastructure used to generate such outputs. You acknowledge that substantially similar AI Outputs may be generated for other Users.

12. Third-Party Services and Links

The Service may integrate or link to third-party services (e.g., Coinbase CDP, Basis Theory, AgentMail, Pimlico, Tempo, Laso Finance, SendGrid, Twilio, Google Analytics, blockchains, wallets, and the Wrapped API providers listed in the Platform documentation). Your use of those services is subject to their terms and privacy and other policies. Locus is not responsible for third-party services, and we make no warranties regarding them.

13. API Terms

If you access the Service via our APIs or SDKs, this Section applies in addition to these Terms. We may issue API keys to you. You must keep them confidential, implement commercially reasonable security for API keys, enforce least-privilege scopes, enable MFA for administrative Users and use them only as permitted. You may not: (a) reverse engineer our APIs; (b) exceed rate limits; (c) resell or provide the APIs on a standalone basis; (d) use the APIs to create a competing service; or (e) circumvent our security or compliance controls. We may revoke API access at any time. You will notify Locus promptly of any suspected credential compromise and cooperate in incident response. Additional or separate API terms may be presented and, if accepted, are incorporated by reference and control in case of conflict.

If you use the Wrapped API Service, the following additional terms apply. Locus acts as an intermediary between you and upstream API providers. For each API call: (a) your full request payload is forwarded to the applicable upstream provider; (b) both the complete request and complete response payloads are stored in Locus's database; and (c) you are charged a per-call fee in USDC. You are solely responsible for the content of your API requests, including any personal data, prompts, queries, or other information you transmit. Each upstream provider processes data it receives in accordance with its own privacy policy and terms of service. Locus does not control how upstream providers process, store, or use data once transmitted. You agree not to transmit data through the Wrapped API Service that you do not have the right to share with Locus and the applicable upstream provider.

If you access the Service through the Locus Agent SDK or via the MCP, the API Terms in this Section apply in full. The Agent SDK and MCP integrations are provided 'as is' and are subject to version changes without prior notice. You are responsible for ensuring that any AI agent accessing the Service via the Agent SDK or MCP complies with the spending controls and permissions you have configured and with all applicable terms herein.

14. Beta Features; Sandbox

We may offer beta or sandbox features. They are provided "AS IS," may be changed or discontinued at any time, and may be subject to additional terms. You assume all risks associated with their use.

15. Data Retention; Data Security

Upon termination of your account, Locus will retain your data as described herein and in the Privacy Policy, subject to applicable legal obligations and our data retention schedule. By their nature, Blockchain transactions are permanent and public. Transaction records are maintained as an immutable audit trail and are never deleted. Wallets, agents and other information is deactivated and marked with a deletion timestamp, but the underlying data is retained for compliance and audit purposes. Escrow sub-wallets expire after a configurable period, following which unclaimed funds are automatically reclaimed to the sender. Wrapped API call request and response payloads are retained indefinitely in Locus's database and are not subject to automatic deletion. File access tokens expire after forty-eight (48) hours. You acknowledge that Locus does not currently support hard deletion of all data, as referenced in Section 4. Account closure results in deactivation and soft deletion (i.e., data is flagged as deleted and removed from active views but is retained in our systems for compliance, audit, and security purposes). Locus has implemented formal data deletion procedures, data de-identification processes, and provides Users with the right to request deletion or access to their data, except where retention is required by law or for compliance purposes. Retention periods for all data types are defined and documented, and secure disposal of data is performed in accordance with SOC-2 requirements. Actions taken regarding retention and deletion are documented for audit purposes.

Locus maintains commercially reasonable administrative, technical, and physical security measures designed to protect the Service and your data. These measures include, without limitation: encryption in transit (HTTPS/TLS) and at rest (AES-256-GCM for private keys); private key management through AWS Key Management Service; hashed storage of passwords and API keys; rate limiting on API endpoints; restrictive CORS policies; HTTP security headers; input validation on all API inputs; and a three-layer spending policy engine (User global limits, wallet budgets, and policy group controls) with budget re-validation at execution time. Locus will maintain formalized incident response procedures, conduct regular security monitoring and auditing, provide employee training on security practices, manage vendor risks, and document security controls with periodic review in accordance with SOC-2 requirements. Locus does not guarantee that these measures will prevent all unauthorized access or security breaches.

16. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." To the fullest extent permitted by law, Locus disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation. We do not warrant that transactions will be executed, not reversed, or available within any timeframe, or that third-party services will be available or accurate.

Locus does not provide financial, investment, legal, tax, or accounting advice. You are solely responsible for your decisions and compliance obligations.

Without limiting the generality of the foregoing, Locus does not warrant that: (a) AI agents will operate as intended, without error, or in conformity with your expectations; (b) automated transactions will be completed accurately, on time, or at all; (c) spending controls or policy engines will prevent all unauthorized or unintended transactions; or (d) third-party AI models accessed through the Wrapped API Service will produce accurate, lawful, or non-infringing outputs.

17. Limitation of Liability

To the fullest extent permitted by law, Locus and our affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, goodwill, or business interruption, arising out of or related to the Service, third-party services, or these Terms, even if advised of the possibility of such damages.

Our total liability for all claims in the aggregate will not exceed the greater of (a) the amounts you paid to Locus for the Service in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred dollars (US $100). The limitations in this Section 17 do not apply to: (a) either party's indemnification obligations; (b) your payment obligations for Fees; (c) liability arising from a party's gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.

18. Indemnification

You will defend, indemnify, and hold harmless Locus and our affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms or any law; (d) your use of third-party services (including, but not limited to Coinbase CDP, Basis Theory, AgentMail, and any Wrapped API provider); (e) any transaction you initiate or authorize; or (f) any actions taken by AI agents or software agents you have authorized to access the Service.

19. Suspension; Termination

We may suspend or terminate your access to the Service (and/or specific features) at any time for any reason, including if we believe you violated these Terms, pose a compliance or security risk, or upon request from a third-party provider or regulator. Following any such termination, Locus will make commercially reasonable efforts to allow you to export your non-blockchain data for a period of thirty (30) days, following written request to legal@paywithlocus.com, unless such access is prohibited by law or a regulatory request. Blockchain data remains publicly accessible on-chain and is not subject to this export right. After the export period, Locus may delete or de-identify your data in accordance with our data retention schedule and Privacy Policy. Upon termination, your right to use the Service ceases; certain provisions survive (including §§ 2-3, 7-8, 10-13, 16-22).

20. Copyright; DMCA

We respect intellectual property rights. If you believe content on the Service infringes your copyright, please send a notice under the DMCA to our designated agent:

Your notice must include the information required by 17 U.S.C. § 512(c)(3). We may remove or disable content and terminate repeat infringers.

21. Dispute Resolution; Arbitration; Class Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to the Service or these Terms will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules (the "JAMS Rules"). The arbitration will be conducted by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. You and Locus waive the right to a jury trial and to participate in a class action.

Venue; Governing Law. Unless prohibited by law, the arbitration will take place in San Francisco, California, USA, or virtually upon the parties' agreement. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and the Federal Arbitration Act governs the enforceability of this Section.

Class Action Waiver. Claims must be brought on an individual basis only, and not as a plaintiff or class member in any purported class or representative proceeding.

Injunctive Relief. Nothing in this Section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its rights pending arbitration.

Small Claims. Either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

Opt-Out. You may opt out of arbitration by emailing legal@paywithlocus.com with the subject line: "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms, stating your name, account number (if applicable), and a clear statement that you opt out of arbitration.

Canadian Users. For Users domiciled in Canada, the mandatory arbitration and class action waiver may not apply to the extent prohibited by applicable provincial law in which case disputes may be brought in the courts of the User's province or territory of residence.

22. Government Use

If you are a U.S. Government agency, or if access to or use of the Service is procured by or on behalf of the U.S. Government, the Services and any related software, technical data, and technical data documentation are provided as "Commercial Products," "Commercial Services," and/or "Commercial Computer Software," including "Commercial Computer Software Documentation," as those terms are defined in the Federal Acquisition Regulation ("FAR") and the Defense Federal Acquisition Regulation Supplement ("DFARS"). Accordingly, the US Government's rights in the Service and are only those rights expressly granted in this Agreement.

23. Export; Sanctions

You may not use or export the Service in violation of U.S. or Canadian export control or sanctions laws or other applicable laws. You represent and warrant that you (and any beneficial owners) are not located in, organized under the laws of, or ordinarily resident in any jurisdiction sanctioned by the United States or Canada, and you are not listed on, or owned or controlled by any person listed on any U.S. or Canadian sanctions or denied party list. You will not use the Service to directly or indirectly route transactions to, from, or for the benefit of any such jurisdictions or parties.

24. Miscellaneous

Entire Agreement. These Terms and our Privacy Policy, together with any incorporated policies or addenda (including third-party terms to the extent applicable), constitute the entire agreement between you and Locus.

Order of Precedence. If you have executed a separate written agreement with Locus for the Service, that agreement will control to the extent of a conflict with these Terms; otherwise, these Terms govern.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign freely.

Severability; Waiver. If any provision is held invalid, the remainder will continue in effect. Our failure to enforce a provision is not a waiver.

Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control (e.g., acts of God; labor disputes; failures of networks or third-party services; regulatory actions).

Notices. We may provide notices via the Service, in the Platform or by posting on the Site. You may send notices to legal@paywithlocus.com. For privacy rights requests, contact privacy@paywithlocus.com. For DMCA notices, contact DMCA@paywithlocus.com.

Reasonable Notice of Material Changes. Where Locus exercises its right to modify Fees, features, rate limits, or other material aspects of the Service, Locus will provide at least thirty (30) days' prior notice to affected Users (via in-Platform notification, or posting on the Site) before such changes take effect, except where immediate action is required for security, legal compliance, or fraud prevention. Nothing in these Terms permits Locus to retroactively increase Fees for services already rendered.

Quebec Users. The parties have expressly requested that these Terms and all related documents be drawn up in English; Les parties ont expressément demandé que les présentes modalités et tous les documents qui s'y rattachent soient rédigés en anglais.

25. Contact