Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and DuneCrest Ventures Inc., a Delaware corporation doing business as MerchantGuard™ ("Company," "we," "us," or "our"), governing your access to and use of the MerchantGuard™ services, including our website, Telegram bot, GuardScore™ assessment tool, and all related services (collectively, the "Service").

By accessing or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use our Service.

2. Critical Disclaimers

2.1 No Professional Advice

THE SERVICE IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. MerchantGuard™ does not provide legal, financial, tax, regulatory, or investment advice. The GuardScore™, compliance frameworks, templates, and all other content are educational tools designed to help you understand potential risks and opportunities.

YOU ARE SOLELY RESPONSIBLE for:

• Your business's legal and regulatory compliance
• Tax obligations in all relevant jurisdictions
• Financial decisions and their consequences
• Obtaining professional advice from qualified attorneys, accountants, and advisors

Any actions you take based on our Service are at your own risk. We strongly recommend consulting with qualified professionals before making any business, legal, or financial decisions.

2.2 AI Coaching Disclaimer

MerchantGuard™ provides educational AI coaching tools and information resources. We are NOT licensed financial advisors, legal advisors, or compliance professionals. Our AI coaches (including Compliance Coach™, MATCH Recovery Coach™, and Token Playbook Advisor™) provide educational guidance based on general compliance principles and best practices, but should not be considered professional advice specific to your business situation.

Always consult with qualified professionals (licensed attorneys, CPAs, compliance consultants) for specific business decisions, legal matters, or compliance obligations. Use of MerchantGuard's AI coaches and resources does not create an advisory, fiduciary, or professional services relationship.

Our "Coach" terminology is intentional: we provide educational coaching and guidance, not professional advisory services. Just as a fitness coach provides guidance but you execute the workout, our AI coaches provide compliance education but you remain solely responsible for implementing and maintaining your business's compliance.

2.3 No Guarantees

We make no guarantees that: (a) Your business will be approved by any payment processor, (b) You will avoid regulatory action or penalties, (c) Your GuardScore™ will improve your business outcomes, or (d) Our frameworks will ensure compliance with any specific law or regulation.

3. Service Description

3.1 Core Services

MerchantGuard™ provides:

• GuardScore™ Assessment: A proprietary risk scoring system analyzing business compliance factors
• Educational Content: Frameworks, guides, and templates for payment compliance
• Telegram Bot Interface: AI-powered consultation and assessment delivery
• Reputation NFT: Soulbound token on Arbitrum blockchain representing your assessment history
• $MGRD Utility Token: Access token for premium features within our ecosystem

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time without notice or liability.

4. Affiliate Relationships and Referral Fees

4.1 Referral Partnerships

MerchantGuard maintains referral partnerships with select payment processors. When merchants are successfully approved by partner processors, we may earn a referral fee or commission. These partnerships enable us to offer our free tier (up to $25,000/month processing volume or $300,000/year in revenue) at no cost to qualifying merchants.

4.2 Current Partner Processors

As of the date of these Terms, our referral partners include:

• Durango Merchant Services - High-risk payment processor specializing in challenging industries

This list may be updated as we establish additional partnerships. We will maintain current information on our website.

4.3 Editorial Independence

Referral fees do not affect the rates, terms, or conditions you receive from processors. You pay the same rates whether you apply directly or through MerchantGuard. Our processor recommendations are based on data analysis of 180+ processor terms of service, real merchant outcomes (where available), industry acceptance patterns, approval likelihood for your specific profile, processing fees and reserve requirements, and your business needs and risk profile.

We maintain editorial independence and will recommend the processor that best fits your business needs, regardless of whether we have a referral partnership with that processor. In many cases, we recommend processors with whom we have no financial relationship.

4.4 How Referral Revenue Supports Free Tier

Referral fees from merchants processing over $25,000/month enable us to offer our complete platform free to merchants processing under $25,000/month ($300,000/year). This includes 1 free GuardScore assessment per month for life, access to our public alerts channel (Telegram + web portal), compliance frameworks and educational resources, and AI-powered risk assessment tools.

This model aligns our incentives with yours - we only succeed when you grow and stay compliant long-term.

4.5 No Conflicts of Interest

We are committed to transparency regarding any potential conflicts of interest. We will never steer you toward an inappropriate processor solely for referral revenue. We disclose all material partnerships in our recommendations. We prioritize your business success and compliance over short-term referral income. We earn subscription revenue that keeps us aligned with your long-term success.

5. Blockchain and Cryptocurrency Provisions

5.2 Token Disclaimers

Soulbound NFT: Has NO monetary value, is NOT transferable or tradeable, serves ONLY as a reputation indicator, and cannot be exchanged for money or other value.

$MGRD Utility Token: Is ONLY for accessing features within MerchantGuard™, is NOT an investment or security, has NO guaranteed value outside our ecosystem, and may become worthless or unusable.

5.3 No Investment Advice

Nothing in our Service constitutes investment advice. We do not recommend purchasing, selling, or holding any cryptocurrency or digital asset.

6. Limitation of Liability

7. Dispute Resolution

7.1 Mandatory Arbitration

ANY DISPUTE SHALL BE RESOLVED THROUGH BINDING ARBITRATION, not in court, except for claims qualifying for small claims court. Arbitration shall be conducted by JAMS under its Streamlined Arbitration Rules.

7.2 Class Action Waiver

YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS. All disputes must be brought in your individual capacity. This waiver is severable—if found unenforceable, disputes will proceed in court individually.

7.3 Arbitration Process

• Location: Delaware or via videoconference
• Costs: Each party bears its own costs unless the arbitrator determines claims were frivolous
• Time Limit: Claims must be brought within one year

8. AI Training Data and Model Limitations

8.1 Training Data Sources

Our AI systems are trained using:

• Synthetic merchant profiles: 10,000+ AI-generated business scenarios simulating realistic payment processing situations
• Simulated outcomes: 90,229 modeled monthly health checks and 40,449 simulated PSP application results
• Published requirements: Publicly available PSP policies, regulatory frameworks, and industry research
• Statistical modeling: AI-generated patterns based on industry averages and published data

8.2 What We Do NOT Have Access To

MerchantGuard explicitly does NOT have access to:

• Actual PSP proprietary underwriting data or decision algorithms
• Real merchant application outcomes (approvals/rejections)
• PSP internal risk scoring systems or criteria
• Actual merchant processing history from any PSP
• Confidential PSP approval rates or underwriting guidelines

8.3 Predictions Are Estimates Only

All PSP approval predictions, GuardScore ratings, and risk assessments are statistical estimates based on pattern matching against our synthetic training data and publicly available information. They are NOT based on actual merchant outcomes or insider knowledge of PSP decisions.

8.4 User Acknowledgment

By using our Service, you acknowledge and agree that:

• AI predictions may differ significantly from actual PSP decisions
• Synthetic training data has inherent limitations compared to real-world data
• PSP approval factors change frequently and may not be reflected in our models
• You will not rely solely on our predictions for business-critical decisions
• Actual approval outcomes are determined exclusively by PSPs based on their proprietary criteria

For complete details on our AI methodology, model performance, and limitations, see our AI Transparency Policy.

9. Governing Law and General Provisions

These Terms are governed by Delaware law, without regard to conflict of law principles. We make no representations that the Service is appropriate or available outside the United States.

We may terminate or suspend your access immediately, without notice, for any reason, including Terms violations. Upon termination, your access ceases immediately, certain provisions survive (including indemnification, limitations, and dispute resolution), and no refunds are provided.

10. AI-Generated Content and Recommendations

10.1 Nature of AI Services

MerchantGuard uses artificial intelligence and machine learning ("AI") to provide risk assessments, recommendations, and guidance. You acknowledge and agree that:

• Educational Purpose: All AI-generated content, including GuardScore ratings, processor recommendations, and compliance guidance, is provided for educational and informational purposes only.
• No Guarantees: AI predictions and recommendations are estimates based on available data and ML models. We make no guarantees regarding accuracy of risk scores, processor approval likelihood, effectiveness of recommended actions, prevention of account freezes or terminations, or any specific outcomes.
• Independent Verification: You are responsible for independently verifying all AI-generated information and recommendations before taking action.
• Processor Independence: Payment processor decisions are made independently by processors. Our AI cannot predict or influence actual processor decisions.

10.2 Your Responsibilities

When using AI features, you agree to:

• Provide accurate information for AI analysis
• Not rely solely on AI recommendations for business-critical decisions
• Seek professional advice (legal, financial, compliance) when appropriate
• Understand that AI outputs are educational estimates, not professional advice
• Verify AI-generated information independently

10.3 AI Limitations and Disclaimer

You acknowledge that:

• AI systems can make errors or provide incomplete information
• AI predictions are based on patterns in training data and may not reflect current conditions
• AI cannot access proprietary processor underwriting systems
• AI recommendations may become outdated as processor policies change
• AI outputs should not replace consultation with qualified professionals

10.4 Data Processing for AI

By using our AI features, you consent to:

• Processing of your inputs by our AI systems
• Analysis of uploaded files (CSV, documents) to extract relevant metrics
• Use of conversation history to provide personalized responses
• Storage of AI-generated assessments associated with your account

See our Privacy Policy and AI Methodology for details.

10.5 No Professional Relationship

AI-generated guidance does NOT create:

• An attorney-client relationship
• A financial advisory relationship
• A compliance consulting engagement
• Any fiduciary duty
• Professional liability on our part

10.6 Third-Party AI Services

Our AI systems may utilize third-party AI services (e.g., large language models). Your use is subject to those providers' terms, though we do not share your data with third parties except as described in our Privacy Policy.

10.7 Model Updates

We may update, modify, or replace AI models at any time without notice. Such changes may affect GuardScore calculations, risk assessments, processor recommendations, and response quality and accuracy. We are not liable for changes in AI outputs resulting from model updates.

11. Compliance Passports

11.1 Compliance Passport Purpose and Scope

Our Compliance Passports indicate completion of educational assessments and demonstrate understanding of common compliance frameworks. Compliance Passports serve as:

• Educational completion certificates showing engagement with learning materials
• Self-assessment records documenting merchant-provided information
• Process documentation indicating completion of structured review processes
• Conversation facilitators for discussions with payment partners

11.2 What Compliance Passports Do NOT Represent

Compliance Passports explicitly DO NOT represent:

• Regulatory compliance certification or approval
• Payment processor underwriting decisions or guarantees
• Legal compliance verification or audit results
• Financial advice, recommendations, or guarantees
• Insurance coverage or liability protection
• Third-party verification of merchant claims

11.3 Passport Integrity and Verification

All Compliance Passports include cryptographic signatures for tamper detection. Compliance Passport data expires after 90 days and requires renewal. Fraudulent Compliance Passport usage may result in permanent account suspension. Compliance Passport verification is available via our public API.

11.4 User Responsibilities for Compliance Passport Usage

When sharing or displaying Compliance Passports, you agree to:

• Include appropriate disclaimers as specified in our Passport Disclaimer page
• Present Compliance Passports only as educational achievements, not certifications
• Not claim regulatory approval or compliance guarantees
• Not modify, tamper with, or misrepresent Compliance Passport information
• Seek independent professional verification for compliance decisions

11.5 Passport-Related Liability Limitations

You acknowledge that Compliance Passport usage is at your own risk. We disclaim all warranties regarding Compliance Passport accuracy, completeness, or reliability. We are not liable for any outcomes, regulatory actions, or business decisions related to Compliance Passport usage or display.

12. Contact Information