Terms of Service

Welcome to Kiwy. These Terms of Service ("Terms") constitute a binding legal agreement between you and Kiwy Technologies, LLC ("Kiwy", "we", "us", or "our"). They govern your access to and use of kiwy.ai, our software, APIs, customer portal, checkout tools, and associated digital commerce services (collectively, the "Service").

Please read these Terms carefully. Depending on how you interact with the Service, different parts apply to you:

• Part A (General Terms): Applies to all users, creators, sellers, and buyers.
• Part B (Seller Terms): Applies to Sellers who list, market, and sell digital products or subscriptions through Kiwy.
• Part C (Buyer Terms): Applies to Buyers who purchase digital products or subscriptions through Kiwy.
• Part D (General Legal Terms): Covers liability, indemnification, dispute resolution, and governing law.

---

Part A — General Terms & Platform Model

1. The Merchant of Record (MoR) Model & Payment Processors

Kiwy operates as a Merchant of Record (MoR) and authorized reseller for digital products sold through the Service. When a Buyer purchases a digital product or subscription listed by a Seller:

• Kiwy is the legal merchant that processes the payment, issues the official customer receipt and invoice, and handles chargeback/payment disputes.
• Kiwy calculates, collects, and remits applicable sales taxes, Goods and Services Tax (GST), and Value-Added Tax (VAT) to the relevant tax authorities.
• Underlying Processors & Card Networks: Kiwy utilizes underlying third-party payment processors, acquiring banks, and card networks (such as Visa, Mastercard, and American Express) to execute transactions. Transactions and payouts are subject to the rules, regulations, and operational approvals of these underlying processors and acquiring banks. You acknowledge that payment processors may independently decline, hold, or block transactions that violate card network rules or risk thresholds.
• The Seller remains solely responsible for the digital product itself — including its creation, quality, technical support, accuracy, license rights, and compliance with applicable laws.

2. Agreement Formation & Electronic Signature

By clicking "Create Account", "Sign Up", "Complete Purchase", checking an electronic acceptance box, integrating our APIs, or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy available at https://kiwy.ai/acceptable-use. Your electronic interaction constitutes a legal signature and binding acceptance of this agreement. If you enter into these Terms on behalf of an entity, you represent that you have legal authority to bind that entity.

3. Account Eligibility & Registration

To create an account and use the Service, you must:

• Be at least 18 years old (or the legal age of majority in your jurisdiction).
• Provide true, accurate, and complete registration information, and keep your account details updated.
• Maintain the confidentiality of your credentials. You are responsible for all activities occurring under your account.

4. Sanctions, Export Control & Trade Compliance

Kiwy is a United States entity subject to regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce's Bureau of Industry and Security (BIS), and international trade regimes.

• Prohibited Parties & Sanctioned Regimes: You represent and warrant that neither you, your business, your beneficial owners, nor your end Buyers: (a) are located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. or international trade embargoes; (b) are listed on any U.S. or international restricted party list, including OFAC's Specially Designated Nationals (SDN) List, Foreign Sanctions Evaders List, or the BIS Entity List; or (c) intend to use the Service for transactions involving targeted or sectorally sanctioned entities without a valid government authorization or license.
• Dynamic Trade Regulations: You acknowledge that trade sanctions laws are dynamic. Sellers, store submissions, and transactions are screened against restricted-party lists on an ongoing basis by our payment and identity-verification partners as part of their regulated onboarding and monitoring obligations, and Kiwy acts on the outcome. Kiwy further reserves the right to conduct or commission additional screening directly at any time.
• Freezing & Termination Rights: If Kiwy determines or reasonably suspects that an account, store, or transaction violates trade sanctions, export control regulations, or OFAC restrictions, Kiwy may immediately block transactions, freeze associated balances, and terminate the account without prior notice or liability.

5. Acceptable Use Policy

You agree to comply with our Acceptable Use Policy, available at https://kiwy.ai/acceptable-use and incorporated by reference into these Terms. Prohibited categories include, without limitation: illegal/counterfeit items, deceptive financial schemes, regulated financial/gambling services, controlled substances, malicious software, and weapons — see the full Acceptable Use Policy for the complete list.

6. Sandbox Environment

Kiwy provides a test/sandbox environment for developer integration. Transactions in the sandbox environment are simulated testing events. No real payments are processed, no real funds are owed or paid out, and data in the sandbox environment may be modified or purged at any time without notice.

7. Platform Suspension, Holds, & Account Termination

We reserve the right to suspend, restrict, or terminate your access to the Service, or pause payouts and transactions, if:

• You breach these Terms, the Acceptable Use Policy, or export control regulations.
• Required identity, KYB, or sanctions verification is incomplete, misleading, or fails.
• Excessive chargebacks, disputes, or refund requests occur on your store.
• We are required to do so by law, court order, acquiring banks, or payment network rules.

You may close your Kiwy account via the dashboard once all pending transactions, payouts, chargebacks, and fee obligations are fully settled.

---

Part B — Seller Terms (Merchants & Creators)

8. Appointment as Reseller

As a Seller, you appoint Kiwy as your non-exclusive reseller and Merchant of Record for sales of your digital products through the Service. You grant Kiwy the global right and license to host, display, distribute, market, sell, and issue access entitlements or license keys for your products to Buyers. You retain full ownership and intellectual property rights in your underlying products and content.

9. Store Review, Verification & Sanctions Screening

Before your store can accept live customer payments or receive payouts, and on an ongoing basis thereafter:

• Application Review: Kiwy reviews all submitted store applications. Approval is at our sole discretion.
• Identity & Compliance Verification: You must complete identity, business, and sanctions verification through our compliance process when requested. Payouts will remain paused until requested verification is successfully completed and approved.
• Ongoing Risk Monitoring: We monitor account signals, transaction volumes, and dispute rates. We use automated risk-analysis tools to flag potential risk indicators; however, any decision to restrict or terminate an account is made by human reviewers.

10. Fees and Pricing

• Platform Fees: Kiwy charges a platform fee on each transaction, calculated as a percentage plus a fixed amount per sale, as published on our pricing page at https://kiwy.ai/pricing at the time of transaction.
• Surcharges & Adjustments: Applicable international card processing surcharges or currency conversion fees may apply as disclosed in your dashboard.
• Fee Deductions: Kiwy automatically deducts platform fees, payment costs, and applicable transaction taxes from customer payments before crediting the net amount to your seller balance.

11. Balances, Payouts, Negative Balances, Dormancy & Escheatment

• Settlement Balance: Net proceeds from sales accumulate in your Kiwy account balance per settlement currency.
• Holding Period: To protect against chargebacks and ordinary refund requests, funds from a transaction become withdrawable after a holding period of 14 days.
• Rolling Reserves: Kiwy reserves the right to impose a temporary rolling reserve (holding a percentage of sales for a specified period) if your store exhibits elevated risk, high dispute rates, or sudden spikes in transaction volume.
• Payout Disbursement: Payouts are transferred to your connected bank account or supported payout method upon reaching the minimum payout threshold specified in your dashboard. Once a payout is initiated, a further processing period applies before the funds are released to your payment provider, and your bank may take additional days to make them available. The holding period above and this processing period are separate and cumulative; your dashboard shows the expected arrival date for each payout.
• Negative Balances & Set-Off: Refunds, chargebacks, and dispute fees are deducted from your balance. If your balance becomes negative, you owe Kiwy the outstanding amount. You explicitly grant Kiwy the right to set off any negative balance against future sales proceeds or debit your connected bank account/payout method for the deficit.
• Dormant Account Administrative Status: If your account shows no sales, login activity, or payout requests for twelve (12) consecutive months or more, Kiwy may designate the account as dormant and restrict further activity pending reactivation or applicable escheatment.
• Unclaimed Property (Escheatment): Separate from internal account dormancy status, any unclaimed funds remaining in an inactive account following applicable statutory abandonment periods will be handled and escheated in accordance with applicable state unclaimed property laws (such as the Delaware Uniform Unclaimed Property Act).

12. Taxes

As Merchant of Record, Kiwy is responsible for calculating, collecting, and remitting transaction-level taxes (such as sales tax, VAT, and GST) on sales to Buyers where legally mandated. As a Seller, you remain exclusively responsible for reporting and paying your own income, corporate, or local business taxes on net payouts received from Kiwy.

13. Seller Obligations & Restrictions on Downstream Buyer Data Use

You represent and warrant that:

• You hold all necessary intellectual property rights and licenses required to sell your products.
• Your product descriptions, pricing, and claims are accurate and not misleading.
• You will provide reasonable customer support and bug fixes for your products.
• Strict Data Restrictions: You shall handle Buyer personal information received through the Service strictly in compliance with applicable privacy laws and solely for direct order fulfillment, product delivery, and technical support. You are strictly prohibited from: (a) adding Buyers to unsolicited marketing mailing lists; (b) selling, renting, or disclosing Buyer personal data to third parties; or (c) using Buyer data for any purpose outside order fulfillment, unless the Buyer has given you separate, explicit opt-in consent directly.

---

Part C — Buyer Terms (Customers & End Users)

14. Purchases and Merchant of Record

When you purchase a digital product or subscription through Kiwy:

• Your transaction contract for payment is directly with Kiwy as Merchant of Record.
• Kiwy charges your card, processes your payment, and provides your official payment receipt and tax invoice.
• The product itself, including its content, features, and ongoing functionality, is provided and maintained by the Seller identified on the product checkout page.

15. Digital Delivery, Downloads & Licenses

• Delivery: Upon successful payment, Kiwy grants access to the purchased product via direct download links, license key generation, or customer portal access.
• License Grant: Unless explicitly stated otherwise by the Seller, your purchase grants you a personal, non-exclusive, non-transferable, limited license to access and use the digital product for your own use.
• Restrictions: You may not redistribute, resell, sublicense, modify, or reverse-engineer purchased digital files or license keys without authorization.

16. Subscriptions and Automatic Renewals

• Billing Cycle: Subscriptions automatically renew at the specified interval (e.g., monthly or annually) until canceled.
• Cancellation: You may cancel your subscription at any time through the Kiwy Customer Portal linked in your purchase receipt. Cancellation halts future renewal charges; you will retain access until the end of your current paid billing period.
• Failed Payments: If a subscription renewal payment fails, we may attempt to retry the charge over a grace period before cancelling subscription access.

17. Refunds & EU/UK Digital Content Right of Withdrawal Waiver

• General Refunds: Refunds are evaluated in accordance with the Seller's advertised policy, statutory consumer rights, and Kiwy's override policy. Kiwy reserves the right to refund a Buyer directly if a product is broken, undelivered, or fraudulent.
• EU/UK Statutory Consumer Right of Withdrawal Waiver: If you are a consumer residing in the European Union or United Kingdom purchasing digital content:
  • Under the EU Consumer Rights Directive and UK Consumer Contracts Regulations, consumers generally have a 14-day statutory right to withdraw from online purchases.
  • Immediate Performance Consent: By completing your purchase and requesting immediate delivery/access to digital content at checkout, you give your express prior consent to immediate performance of the contract and acknowledge that you thereby lose your statutory 14-day right of withdrawal once performance/download has begun.

---

Part D — General Legal Terms

18. Intellectual Property

The Service, including its brand, software, APIs, designs, logos, and documentation, is the exclusive property of Kiwy Technologies, LLC and its licensors. Sellers retain ownership of their digital product content.

19. Copyright & DMCA Policy

Kiwy respects intellectual property rights and responds to notices of alleged infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512).

19.1 Designated Copyright Agent

Notices of claimed infringement must be sent to our designated agent:

Copyright Agent, Kiwy Technologies, LLC
2810 North Church Street STE 88591, Wilmington, DE, 19802 US
Email: legal@kiwy.ai

19.2 Filing a Takedown Notice

A valid notice must be a written communication that includes:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the allegedly infringing material and information reasonably sufficient to locate it (for example, the product or store URL on Kiwy).
• Your contact information (name, mailing address, telephone number, and email address).
• A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notice is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on the owner's behalf.

Upon receipt of a valid notice, we will act expeditiously to remove or disable access to the material and will take reasonable steps to notify the Seller who provided it.

Misrepresentation: Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing — or that it was removed or disabled by mistake — may be liable for damages, including costs and attorneys' fees.

19.3 Counter-Notification

If you are a Seller whose material was removed or disabled and you believe the removal was the result of mistake or misidentification, you may submit a written counter-notification to the designated agent above containing:

• Your physical or electronic signature.
• Identification of the material that was removed or disabled and the location at which it appeared before removal.
• A statement under penalty of perjury that you have a good-faith belief the material was removed or disabled as a result of mistake or misidentification.
• Your name, address, and telephone number.
• A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if your address is outside the United States, the judicial district in which Kiwy may be found), and that you will accept service of process from the person who submitted the original notice or their agent.

If we receive a valid counter-notification, we will forward it to the original complainant. Unless that complainant notifies us within ten (10) business days that they have filed an action seeking a court order to restrain the allegedly infringing activity, we may restore the removed material within ten (10) to fourteen (14) business days of receiving the counter-notification.

19.4 Repeat Infringer Policy

Kiwy maintains and reasonably implements a policy of terminating, in appropriate circumstances, the accounts of Sellers who are repeat infringers. We record valid takedown notices against the Seller's account, and repeated valid notices may result in removal of listings, suspension of payouts, or permanent termination of the account and any related stores. We may also terminate an account in a single instance where the infringement is flagrant.

20. Disclaimers and Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, KIWY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KIWY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KIWY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. IN NO EVENT SHALL KIWY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL FEES EARNED BY KIWY FROM YOUR TRANSACTIONS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) USD $100.

22. Indemnification (Sellers)

Sellers agree to defend, indemnify, and hold harmless Kiwy, its affiliates, and their respective officers, directors, employees, and partners from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your products or listings; (b) your breach of these Terms, sanctions regulations, or the Acceptable Use Policy; or (c) your violation of any third-party intellectual property or privacy rights.

23. Data Processing Addendum Incorporation

The Kiwy Data Processing Addendum, available at https://kiwy.ai/legal/dpa, is incorporated by reference into these Terms and governs Kiwy's processing of Buyer personal data on behalf of Sellers.

24. Force Majeure

Kiwy shall not be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network or telecommunications outages, cyberattacks, failure of third-party infrastructure, or severe labor shortages.

25. Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without Kiwy's prior written consent. Any attempted assignment in violation of this section is void. Kiwy may freely assign, transfer, or delegate its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

26. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect.

27. Governing Law & Dispute Resolution

Dispute resolution differs depending on whether you are a Seller (a business using Kiwy commercially) or a Buyer (a consumer purchasing for personal use). Read the part that applies to you.

27.1 Governing Law

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. If you are a consumer, this choice of law does not deprive you of the protection of mandatory consumer-protection provisions of the law of the country where you habitually reside.

27.2 Informal Resolution First (All Users)

Before commencing any formal proceeding, you agree to contact us at legal@kiwy.ai with a written description of the dispute and the relief sought, and to allow thirty (30) days for a good-faith attempt to resolve it. Most disputes — refunds, payout timing, account access — are resolved at this stage. This step does not suspend any statutory limitation period that would otherwise apply.

27.3 Sellers — Binding Individual Arbitration

THIS SUBSECTION APPLIES ONLY TO SELLERS AND OTHER BUSINESS USERS OF THE SERVICE.

• Arbitration Agreement: EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, AND EXCEPT FOR CLAIMS SEEKING INJUNCTIVE RELIEF FOR INFRINGEMENT OR MISUSE OF INTELLECTUAL PROPERTY, YOU AND KIWY AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES, SEATED IN WILMINGTON, DELAWARE, BEFORE ONE ARBITRATOR.
• Conduct of Proceedings: Hearings may be held by telephone or videoconference, or the dispute decided on documents alone, unless the arbitrator determines an in-person hearing is necessary.
• CLASS ACTION WAIVER: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND KIWY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim shall proceed in court and be severed from any claims that remain in arbitration.
• Opt-Out: You may opt out of this arbitration agreement by emailing legal@kiwy.ai with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms. Opting out does not affect any other part of these Terms.
• Coordinated Filings: If twenty-five (25) or more substantially similar arbitration demands are filed by or with the assistance of the same counsel or coordinated entity, the parties agree such demands shall be administered in staged batches of no more than fifty (50), with a single arbitrator per batch, and that limitation periods are tolled for demands awaiting their batch.

27.4 Buyers — Courts, Not Arbitration

THIS SUBSECTION APPLIES TO CONSUMERS PURCHASING FOR PERSONAL USE.

Consumer Buyers are not required to arbitrate. Disputes between you and Kiwy may be brought in a court of competent jurisdiction, including the small claims court for the area where you live. We agree that any claim we bring against you will likewise be brought in the courts of the place where you reside.

27.5 Non-US Consumers

If you are a Buyer residing in a jurisdiction — including the European Union or United Kingdom — whose mandatory consumer laws grant you the right to bring proceedings in your local courts, or to the benefit of local mandatory protections, nothing in this section deprives you of those rights. EU consumers may also use the European Commission's Online Dispute Resolution platform.

28. Amendments to Terms

We may update these Terms from time to time. For material changes affecting Sellers, we will provide at least 14 days' advance notice via email or a notification in the dashboard. Your continued use of the Service after the effective date of updated Terms constitutes acceptance.

29. Contact Information

For questions regarding these Terms or the Service, please contact us at:
Kiwy Technologies, LLC
2810 North Church Street STE 88591
Wilmington, DE, 19802 US
Email: legal@kiwy.ai