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 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. Blockchain and Cryptocurrency Provisions

4.2 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.

4.3 No Investment Advice

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

5. Limitation of Liability

6. Dispute Resolution

6.1 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.

6.2 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.

6.3 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

7. 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.

8. Compliance Passports

8.1 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

8.2 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

8.3 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.

8.4 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

8.5 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.

9. Contact Information