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PSXPay
Draft — pending attorney review

Platform Agreement

PSX Holdings LLC · Last updated October 31, 2026

1. Parties and acceptance

This Platform Agreement ("Agreement") is between PSX Holdings LLC, 556 N RT 17, STE 5 Paramus NJ 07660 ("PSXPay", "we", "us"), and the business that applies for and uses PSXPay ("Merchant", "you"). You accept it by signing or clicking to accept it, or by connecting a Stripe account to PSXPay. The person accepting confirms they have authority to bind the Merchant.

2. Definitions

  • Processor means Stripe, Inc. and its affiliates.
  • Acquiring Bank means a bank that sponsors or acquires your card transactions through the Processor.
  • Card Networks means Visa, Mastercard, American Express, Discover and similar networks.
  • RUO Products means products lawfully sold for laboratory research use only, and not for human or veterinary use.
  • Buyer means a person or business purchasing from your store.
  • Score means the 0 to 100 result of our storefront scan against our rule set.
  • Attestation Logs means Buyer attestations and affirmations, and the related ledger records.

3. The Services

We provide a WooCommerce plugin with a Buyer gate, passwordless sign-in with a signed intended-use attestation, a SHA-256 hash-chained attestation ledger exportable to CSV, and continuous storefront scanning and scoring (the "Services"). We may improve or change the Services and the rule set. We will give you 30 days' notice of a rule set change that is likely to lower your Score materially, unless a law, the Processor or a Card Network requires a shorter period.

4. Merchant representations

You represent and warrant, when you accept this Agreement and for as long as it lasts, that:

  • Lawful B2B RUO sales only. You sell only lawful RUO Products, and only to qualified business, institutional or research buyers. You do not sell to consumers or for human or veterinary use.
  • No MATCH listing. Neither the Merchant nor any of its principals is listed on the Mastercard MATCH list, or on any similar terminated-merchant list.
  • No for-cause termination. Neither the Merchant nor any of its principals has had a payment processor or acquiring bank terminate an account for cause in the past 5 years.
  • Accurate information. Everything you give us, the Processor, and your Buyers is true and complete.
  • Authority and compliance. You are properly organized, hold every license and registration your business requires, and comply with all laws that apply to your products, labeling, marketing, sales and shipping.
  • No claims. You do not make health, therapeutic, dosing or human-use claims, directly or through affiliates, social accounts or other channels you control.

You will tell us within 2 business days if any of these statements stops being true, or if the Processor, an Acquiring Bank, a Card Network or a regulator takes or threatens action against your account or business.

5. Merchant responsibilities

You will:

  • keep the plugin installed, active and up to date on every storefront that uses the Services;
  • not disable, hide or bypass the gate, attestation, ledger or scanner, or show scanners different content;
  • not sell to a Buyer you know or have reason to believe intends human or veterinary use;
  • keep a clear refund policy, and handle all orders, shipping, refunds, disputes and customer service;
  • collect and pay your own taxes.

Compliance remains your responsibility. The Services are tools. They don't transfer your legal obligations to us, and the Buyer gate records what Buyers affirm without independently verifying it.

6. Your relationship with the Processor

You connect your own Stripe account through Stripe Connect Onboarding, and you hold that account under your own agreement with the Processor. You are the merchant of record for every sale and receive the Processor's normal payouts.

We are not a payment processor, money transmitter, bank, or registered payment facilitator. We never hold your funds. The Processor underwrites your account. WE DO NOT GUARANTEE THAT THE PROCESSOR WILL APPROVE YOUR ACCOUNT, OR THAT IT, AN ACQUIRING BANK, OR A CARD NETWORK WILL CONTINUE TO ACCEPT IT. Their decisions are their own, a passing Score does not bind them, and we aren't liable for those decisions.

7. Fees and application-fee collection

Transaction fee. You will pay the all-in rate confirmed to you in writing, which falls within 6.5-9.5% + $0.30 per successful transaction. This rate includes the Processor's standard domestic card fee. On a standard domestic card charge, the Processor's fee and our application fee together will equal your all-in rate.

Collection. You authorize us to set an application fee on each charge made through the Services and to have the Processor deduct it from that charge and send it to our Stripe account. You receive the rest under your agreement with the Processor.

Monitoring subscription. You will pay $199/mo, billed monthly in advance from the date monitoring of your store begins. It continues during a suspension.

Other fees. We charge no other fees. Fees the Processor charges beyond its standard domestic card fee are yours, and they are charged under your agreement with the Processor. Our fees exclude taxes that the law requires us to collect.

Refunds. Our Refund Policy applies.

Changes. We may change our fees on 30 days' written notice. If you object, you may end this Agreement before the change takes effect, and you won't owe the new fee.

8. Score thresholds

  • Unlock. Processing through the Services unlocks when your Score reaches 80 and your Stripe account is connected.
  • Watch. Once unlocked, processing stays on while your Score is 65 or higher, even if it is below 80.
  • Cure period. If your Score falls below 65, we will notify you by email and a 24-hour cure period begins. It ends early if your Score returns to 80 or higher.
  • Suspension. If your Score is still below 80 when the cure period ends, we will suspend processing through the Services.
  • Reinstatement. We will lift a Score-based suspension once your Score reaches 80 again.

The Score is an automated measure against our rule set. It is not legal advice, a certification, or a statement that your store is lawful. If you think a finding is wrong, email support@psxpay.com and we will review it. A pending review does not pause the cure period, unless we say so in writing.

9. Immediate suspension and disconnection by us

We may suspend processing through the Services without a cure period, or disconnect your Stripe account from the Services, if:

  • a law, court, regulator, the Processor, an Acquiring Bank or a Card Network requires it;
  • we reasonably believe you are selling for human or veterinary use, or to consumers;
  • a representation in Section 4 is untrue, or you bypass the Services;
  • your fees are more than 15 days overdue;
  • we reasonably believe your activity creates a material fraud, legal or security risk.

We will tell you promptly, and explain why unless we are prohibited from doing so. Suspension or disconnection stops new charges through the Services. We will not take, hold or redirect your funds. Your balance, payouts, refunds and disputes remain between you and the Processor, and you can still reach your Stripe account directly.

10. Your right to disconnect

You may disconnect your Stripe account from PSXPay at any time, for any reason, from your Stripe Dashboard or by emailing support@psxpay.com. You don't need our consent, and we charge nothing for this. No application fee applies to charges you make after disconnecting. Processing through the Services stops, the subscription continues until you cancel it, and application fees already earned on earlier charges remain ours, subject to the Refund Policy.

11. Consent to share with the Processor, Acquiring Banks and Card Networks

You consent to our sharing the following with the Processor, Acquiring Banks and Card Networks, on request or when we reasonably believe it is relevant to underwriting, risk monitoring, an investigation or compliance:

  • your scan results, findings, Score and Score history;
  • your Attestation Logs, including Buyer details in those logs;
  • your application and details of any suspension or disconnection.

You confirm that your privacy notice and Buyer terms allow this sharing. This consent survives the end of this Agreement for records we retain.

12. Data and retention

You own your store content and your Buyer data. You give us the rights we need to provide the Services and to carry out Section 11. For Buyer personal information, we act as your service provider and will use it only to provide the Services, to meet our legal duties and the commitments in this Agreement, and as our Privacy Policy describes. You are responsible for your own notices to Buyers.

We keep Attestation Logs for 2 years after they are created, and scan records for 2 years after this Agreement ends, unless the law requires otherwise. You can export your ledger to CSV while this Agreement is in force and for 30 days after it ends. We can't alter ledger entries on request in a way that breaks the hash chain, but we will mask personal details where the law requires it and it is technically possible.

13. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only for this Agreement. This does not limit Section 11, or disclosures that the law requires.

14. Intellectual property

We own the Services, the rule set and the scoring methods. We grant you a limited, non-exclusive, non-transferable license to use the plugin and Services during this Agreement. You will not describe a Score as a certification or as approval by us, the Processor or any regulator.

15. Disclaimers

THE SERVICES ARE PROVIDED "AS IS". TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL FIND EVERY ISSUE, MAKE YOUR BUSINESS COMPLIANT, OR RESULT IN APPROVAL OR CONTINUED ACCEPTANCE BY ANY PROCESSOR, BANK OR CARD NETWORK. WE ARE NOT A LAW FIRM, AND NOTHING IN THE SERVICES IS LEGAL ADVICE.

16. Limitation of liability

TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, INCLUDING LOSSES FROM A SUSPENSION, A DISCONNECTION, OR A DECISION BY A PROCESSOR, BANK OR CARD NETWORK. OUR TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR INDEMNITY OBLIGATIONS, YOUR PAYMENT OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

17. Indemnity

You will defend, indemnify and hold harmless PSX Holdings LLC and its members, officers and employees against third-party claims, regulatory actions, fines and reasonable legal costs arising from your products, your sales and marketing, your dealings with Buyers, your breach of this Agreement, or your violation of law. This includes fines or assessments that the Processor, an Acquiring Bank or a Card Network imposes on us because of your conduct.

18. Term and termination

This Agreement starts when you accept it and continues until ended. You may end it at any time by canceling your subscription and disconnecting your Stripe account. We may end it on 30 days' written notice, or immediately for any reason listed in Section 9.

When it ends, your license ends, processing through the Services stops, and you must remove the plugin. You still owe fees earned before that date. Sections 7, 11, 12, 13 and 15 to 19 survive.

19. Governing law and disputes

The laws of New Jersey govern this Agreement, without regard to conflict-of-law rules. Courts located in New Jersey have exclusive jurisdiction. The parties will first try to resolve a dispute by good-faith discussion for 30 days, except where urgent court relief is needed.

20. General

We may update this Agreement on 30 days' written notice, or sooner where a law, the Processor or a Card Network requires it. Continuing to use the Services after that date means you accept the update. Notices to you go to your account email, and notices to us go to support@psxpay.com. You may not assign this Agreement without our consent. We may assign it to a successor. The parties are independent contractors. If a term is unenforceable, the rest stays in force. Not enforcing a term does not waive it. This Agreement, with the Refund Policy and Privacy Policy, is the entire agreement on its subject. Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations.