TERMS AND CONDITIONS

Last Updated: March 2026

1. Introduction

1.1 User Agreement

This Terms of Service agreement ("Terms") is between you and Rehive Pay ("Rehive Pay", "we", "us", or "our"), governing your access to and use of Rehive Pay's platform, services, technologies, and features, whether accessed through our website, mobile application, or other channels (collectively, the "Services").

Rehive Pay is a U.S.-based company, incorporated and registered in the United States, and headquartered at 2093 Philadelphia Pike #1991, Claymont, DE 19703.

Rehive Pay is not a bank. Rehive Pay provides technology infrastructure for routing, compliance screening, and settlement orchestration. Rehive Pay does not hold, transmit, or take custody of customer funds or Digital Assets at any stage. Financial services, including payment and stablecoin services offered in connection with the Rehive Pay platform, are provided by Bridge Ventures Inc. and its affiliates ("Bridge"), an independent licensed financial services provider. Funds transacted through the Rehive Pay platform may be settled in USDC stablecoin. Such funds are not insured by the FDIC or any other deposit insurance institution in any jurisdiction.

Arbitration and Class Action Waiver Notice: These Terms contains a binding arbitration agreement and class action waiver. By using the Services, you agree to resolve disputes through individual arbitration rather than in court, and waive any right to participate in class action litigation. You have the right to opt out. See Section 24.6 for details.

1.2 Incorporated Policies

These Terms govern all users of the Services and constitute a unified agreement, including all linked policies such as:

  • Privacy Policy
  • Cookie Policy
  • Anti-Money Laundering (AML) Policy
  • Complaints Handling Policy

You are expected to read and accept these and any specific service-related terms before using any Services. A downloadable version of these Terms is available at any time via our platform or upon request at [email protected].

1.3 Acceptance

By accessing or using the Services in any way — including creating an account, initiating a transaction, or clicking to accept these Terms — you agree to be bound by these Terms. If you do not agree, you may not use the Services. By using Services, you affirm your understanding and acceptance of the associated risks and terms outlined herein.

2. Bridge

2.1 Bridge Services

Bridge facilitates and executes transactions facilitated through the Services. Bridge is an independent service provider and is not an agent, employee, or affiliate of Rehive Pay.

2.2 Rehive Pay's Role

Rehive Pay is not a party to any transaction between you and Bridge, does not hold, transmit, or control funds or Digital Assets processed through Bridge, and is not responsible for Bridge's execution, settlement, compliance decisions, or operational policies. Any dispute arising from a transaction processed by Bridge must be addressed directly with Bridge in accordance with Bridge's terms.

2.3 Effect of Bridge Operations

The timing, pricing, availability, and completion of transactions may be materially affected by the performance, availability, policies, and operational constraints of Bridge. Rehive Pay does not guarantee that Bridge will execute any transaction in any particular manner or within any timeframe. Rehive Pay is not liable for any failure, delay, error, or omission by Bridge in connection with any transaction.

2.4 Bridge Compliance Decisions

Rehive Pay may facilitate the collection and transmission of information required by Bridge for identity verification, KYC, AML, and sanctions screening purposes, but does not control or determine Bridge's compliance outcomes, including identity verification results, transaction approvals or denials, or account restrictions. Rehive Pay is not liable for any compliance decision made by Bridge, including any decision to decline, suspend, or restrict your access to Bridge's services.

2.5 Information Sharing

As a condition of accessing Bridge services through the Rehive Pay platform, you authorize Rehive Pay to share your personal information, account data, and transaction information with Bridge as necessary for identity verification, compliance screening, and transaction processing. Rehive Pay's handling of your personal information is governed by the Rehive Pay Privacy Policy.

2.6 Required Acceptance of Bridge Terms

Your use of certain Services may require you to separately accept Bridge's terms and conditions. Rehive Pay will provide notice where such acceptance is required. If you decline to accept Bridge's required terms, Rehive Pay may suspend or terminate your access to the affected Services.

3. Registration Process

To access Services, you must complete our identity verification and onboarding procedures. You are responsible for providing accurate and truthful information at every stage. We reserve the right to request additional documentation or to verify your identity through third-party sources.

If we cannot validate your information or if you fail to comply with verification requirements, your account may be suspended, restricted, or closed.

4. Security

You are solely responsible for maintaining the security of your Rehive Pay account. We strongly advise using unique and strong passwords, enabling two-factor authentication, and securing all devices linked to your account. If you suspect unauthorized access, contact us immediately at [email protected].

5. Unauthorized Access

Report any unauthorized or erroneous transactions promptly. Failing to notify us within two months of discovery may result in forfeiture of your right to dispute such activity. We will investigate and reimburse unauthorized transactions unless negligence or fraud on your part is evident.

6. Account Closure

You may request account closure at any time via [email protected]. We also reserve the right to close accounts under various conditions including inactivity, legal obligations, or violation of our terms. Your access to Bridge services through the Rehive Pay platform will be disabled.

7. Notice and Communication

All communications will be delivered electronically through your registered email or the Rehive Pay app. You must keep your contact information up-to-date and review messages regularly. Electronic notices have the same legal effect as written notices.

8. Personal Data

Our handling of personal information is governed by our Privacy Policy. We may collect data such as location, device identifiers, transaction history, and contact information for operational, security, and compliance purposes. As described in Section 2.5, we may share your personal information with Bridge as necessary for compliance and transaction processing.

9. Links to Third-Party Websites

Our platform may contain links to external websites, including Bridge's website and terms pages. Rehive Pay does not endorse or assume responsibility for the content or privacy practices of those sites. Your use of any third-party website or service is subject to that party's own terms and conditions.

10. Intellectual Property

All content on our platform, including logos, design, and software, is the intellectual property of Rehive Pay or its licensors. You may not copy, distribute, or reproduce any content without prior written consent.

11. Stablecoin and Digital Asset Risk

11.1 Nature of Stablecoins

As used in these Terms, "Digital Asset" means a blockchain-based representation of value, including cryptocurrencies and stablecoins, that is transferable using distributed ledger technology. Stablecoins, including USD Coin (USDC), are Digital Assets issued, administered, and redeemed by third-party issuers and are not legal tender, deposits, or investment products. The settlement of transactions via the Services in USDC does not constitute a deposit of funds with Rehive Pay or Bridge, and such amounts are not insured by the FDIC, the NCUA, or any other deposit insurance institution in any jurisdiction.

11.2 No Rehive Pay Issuance or Guarantee

Rehive Pay does not issue, guarantee, back, or maintain any stablecoin. Rehive Pay does not control the reserves, redemption mechanisms, minting or burning operations, or regulatory compliance of any stablecoin issuer. Rehive Pay makes no representation regarding any stablecoin's reserve composition, audit status, redemption availability, or market value at any time.

11.3 Issuer Risk

You acknowledge and assume all risks associated with the stablecoin issuer, including the risk of:

  • insolvency, insolvency proceedings, or regulatory intervention affecting the issuer;
  • suspension or limitation of minting or redemption operations;
  • address blacklisting or asset freezing by the issuer; and
  • loss of peg or de-peg events resulting in the stablecoin trading at a value other than its nominal reference currency.

Rehive Pay will not be responsible or liable for any loss arising from any of the foregoing issuer-related events.

11.4 Value Fluctuations

The fiat-equivalent value of any stablecoin or Digital Asset may fluctuate, including during the period between submission and settlement of a transaction. Estimated values displayed on the Rehive Pay platform are based on market data available at the time of display and do not constitute a guaranteed exchange rate or settlement amount. Rehive Pay is not liable for any loss resulting from exchange rate movements, price fluctuations, or differences between estimated and actual settlement amounts.

11.5 Underlying Protocol Risk

Rehive Pay does not own, operate, or control the blockchain networks or other distributed ledger protocols on which USDC or other Digital Assets are issued or transacted. These protocols are open source and subject to modification by third parties beyond Rehive Pay's control. Rehive Pay assumes no responsibility for the operation, security, functionality, or availability of any underlying protocol. In the event of a fork, network reorganization, protocol failure, or other change affecting a Digital Asset, Rehive Pay may, in its sole discretion and without liability, suspend, modify, or discontinue any Services affected by such event.

12. Prohibited Activities

12.1 Prohibited Uses

You may not use the Rehive Pay platform or any Services for:

  • any illegal, fraudulent, deceptive, or misleading activity;
  • money laundering, terrorist financing, proliferation financing, or the financing of any activity prohibited under applicable law;
  • transactions involving any country, territory, organization, entity, or individual subject to comprehensive or targeted sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the U.N. Security Council, the European Union, His Majesty's Treasury, or any other applicable sanctions authority, or listed on any applicable denied-party or restricted-party list;
  • structuring transactions in a manner designed to evade currency transaction reporting requirements or any other applicable reporting or record-keeping obligation;
  • processing transactions on behalf of any third party without Rehive Pay's prior written consent;
  • any activity that would cause Rehive Pay to violate applicable law, regulation, or licensing requirements; or
  • any other activity that Rehive Pay designates as prohibited, as communicated through the platform or these Terms.

12.2 Anti-Evasion

You will not engage in any activity, or provide guidance or assistance to any third party, that is intended to circumvent or has the effect of circumventing these Terms, including identity verification procedures, geo-blocking, sanctions screening, wallet screening, or transaction monitoring.

12.3 Source of Funds

You represent and warrant that all fiat currency and Digital Assets you use in connection with the Services are derived from legitimate sources and are not the proceeds of any unlawful activity.

12.4 Eligibility Representations

Each time you use the Services, you confirm that:

  • you are not located in, organized under the laws of, or a resident of any jurisdiction subject to comprehensive U.S., EU, U.K., or other applicable sanctions; and
  • you are not identified on any applicable sanctions list or restricted-party list maintained by OFAC, the U.N. Security Council, the EU, His Majesty's Treasury, or any other applicable authority.

12.5 Consequences

If Rehive Pay reasonably suspects that you are engaged in any prohibited activity, Rehive Pay may, in its sole discretion and without prior notice: decline or reverse transactions; restrict, suspend, or terminate your account; share your information with Bridge, government authorities, law enforcement, or other regulated entities as required or permitted by applicable law; and take any other action Rehive Pay determines is necessary to address the suspected activity. Rehive Pay has no liability for any consequence arising from action taken under this Section.

13. Customer Support and Complaints

We take user feedback seriously. Please contact [email protected] for inquiries or complaints. You may also refer to our Complaints Policy available on our website.

14. Amendments

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to any change, you must stop using the Services and close your account.

15. Warranties

Rehive Pay provides its Services on an "as is" and "as available" basis without warranties or conditions of any kind, either express or implied. To the maximum extent permitted by applicable law, Rehive Pay expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage of trade. Rehive Pay makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

16. Suspension of Services

We may suspend Services at our discretion for reasons including maintenance, compliance issues, security concerns, Bridge outages, blockchain network failures, or regulatory requirements. Rehive Pay will not be liable for any loss or inconvenience arising from any suspension of Services.

17. Account Suspension or Termination

Your account may be suspended or terminated, with or without advance notice, for any reason, including:

  • violation of these Terms or any incorporated policy;
  • conduct that Rehive Pay determines is fraudulent, harmful, abusive, misleading, or otherwise objectionable;
  • use of the Services that creates legal, regulatory, or compliance risk for Rehive Pay or Bridge;
  • direction by Bridge to suspend or terminate;
  • law enforcement or regulatory requests;
  • extended periods of inactivity; or
  • any other reason in Rehive Pay's sole discretion.

Rehive Pay has no liability for any consequences arising from any such suspension or termination.

18. Right to Set-Off

Rehive Pay reserves the right to offset any outstanding amounts you owe against any amounts owed to you in connection with the Services, to the extent permitted by applicable law.

19. Indemnification and Limitation of Liability

19.1 User Indemnification

You agree to defend, indemnify, and hold harmless Rehive Pay and its affiliates, officers, directors, employees, and agents (collectively, "Rehive Pay Parties") from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or relating to your access to or use of the Services, including any instructions you provide, and specifically including:

  1. your breach of these Terms or of any other policy, agreement, or guideline incorporated into these Terms;
  2. your violation of any applicable law, rule, or regulation in connection with your use of the Services;
  3. your fraud, willful misconduct, or gross negligence;
  4. any incorrect, incomplete, or invalid wallet address, destination account information, or other transaction details you provide;
  5. any actual or alleged unauthorized use of your account or credentials resulting from your failure to maintain adequate security or safeguard your devices, accounts, or authentication factors; or
  6. any transaction you submit or authorize (directly or through any third-party service or integration you use) that results in a loss, chargeback, return, reversal, or other liability to any Rehive Pay Party or to Bridge, any stablecoin issuer, or any other third party.

Rehive Pay may, at its option and at your expense, assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with Rehive Pay in the defense or settlement of any such matter. You may not settle any indemnified claim without Rehive Pay's prior written consent, which may be granted or withheld in Rehive Pay's sole discretion.

19.2 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event will any Rehive Pay Party be liable to you for any indirect, incidental, special, consequential, punitive, exemplary, or enhanced damages, including without limitation damages for lost profits, lost revenues, lost savings, loss of business opportunity, loss of data, loss of goodwill, loss of use, service interruption, cost of substitute services, or reputational harm, in each case arising out of or relating to these Terms or the Services, however caused and regardless of the form of action or theory of liability (whether based in contract, tort (including negligence), strict liability, statute, equity, or otherwise), even if a Rehive Pay Party has been advised of the possibility of such damages or such damages were otherwise foreseeable.

19.3 Aggregate Liability Cap

To the maximum extent permitted by applicable law, the total cumulative liability of all Rehive Pay Parties to you arising out of or relating to these Terms or the Services, from all causes of action and all theories of liability (including contract, tort (including negligence), strict liability, statute, equity, and any other theory), will be limited in the aggregate to the greater of: (a) the total fees actually paid by you to Rehive Pay for the Services during the twelve (12) month period immediately preceding the event giving rise to the first claim; or (b) one hundred U.S. dollars (USD $100.00). Multiple claims or proceedings will not expand this cap. All claims arising out of or relating to the same or substantially similar facts, events, circumstances, or series of events will be treated as a single claim for purposes of this Section.

19.4 Exclusions from Limitations

The exclusions and limitations in this Section apply to the fullest extent permitted by applicable law. They do not apply to:

  1. any liability that cannot be limited or excluded under applicable law, including certain consumer protection laws that may grant you specific non-waivable rights; or
  2. solely to the extent required by applicable law, Rehive Pay's liability for your direct damages proximately caused by Rehive Pay's gross negligence, willful misconduct, or fraud. For clarity, even where the limitations in this Section do not apply, Rehive Pay's liability will be limited to your direct damages actually incurred and proven, and will remain subject to the aggregate liability cap set forth above except to the extent such cap may not lawfully be limited with respect to a particular category of claim.

20. Force Majeure

Rehive Pay is not liable for any delay, failure in performance, or interruption of service resulting from causes beyond its reasonable control, including: blockchain network failures, forks, reorganizations, or protocol changes; Bridge outages or operational decisions; acts of God; terrorism; civil disturbances; war; strikes; power outages; failures of telecommunications or internet services; regulatory actions or government orders; or pandemics or epidemics. Force majeure does not excuse your obligation to pay any amounts owed to Rehive Pay that accrued before the force majeure event.

21. Termination

Either party may terminate these Terms at any time. You may terminate by closing your account and ceasing all use of the Services, except that you may not close your account for the purpose of evading a pending compliance review, investigation, or dispute. Termination does not relieve you of obligations accrued prior to termination.

Upon termination: (a) all rights and licenses granted to you immediately terminate; (b) you remain responsible for all fees and obligations accrued before termination; and (c) Rehive Pay will not be liable for any consequences arising from termination.

The following Sections survive termination: Section 11 (Stablecoin and Digital Asset Risk), Section 12 (Prohibited Activities), Section 19 (Indemnification and Limitation of Liability), Section 24 (Dispute Resolution), and any payment obligations accrued prior to termination.

22. Balance Restrictions and Refunds

In compliance with applicable law, we may restrict access to funds or decline refunds in cases involving fraud, compliance investigations, or legal obligations. Any restriction on funds held or processed through Bridge is subject to Bridge's terms and applicable law. Rehive Pay has no independent obligation to return funds held by Bridge.

23. Tax Liabilities

You are solely responsible for understanding and fulfilling your tax obligations related to your use of Rehive Pay, including any obligations arising from transactions in Digital Assets or stablecoins. Rehive Pay is not responsible for determining whether any taxes apply to your transactions or for collecting, withholding, reporting, or remitting any taxes. Nothing in these Terms constitutes tax advice; you should consult a qualified tax advisor.

24. Dispute Resolution

24.1 Informal Resolution

Before initiating formal arbitration, you must contact Rehive Pay at [email protected] and attempt to resolve the dispute informally. Rehive Pay will attempt to resolve the dispute within thirty (30) days of receiving your notice. If the dispute remains unresolved after that period, either party may initiate arbitration as set forth below. Any applicable statute of limitations and any contractual limitations period shall be tolled from the date you send your initial dispute notice until thirty (30) days after the informal resolution period concludes.

24.2 Binding Arbitration

Except as provided in Section 24.8, any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the relationship between you and Rehive Pay (each, a "Dispute") will be finally resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA Consumer Arbitration Rules then in effect. If the AAA is unable or unwilling to administer the arbitration consistent with these Terms, JAMS will administer the arbitration under its Rules and Procedures then in effect, including any Mass Arbitration Procedures and Guidelines. If JAMS is also unable or unwilling to do so, either party may petition a court of competent jurisdiction to appoint a substitute administrator. These Terms evidence a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section. Arbitration will be conducted on an individual basis. An arbitral award will have no preclusive effect in any proceeding involving other users.

24.3 Arbitration Procedures

  • Rules and Forum. Arbitration will be administered by the AAA under its Consumer Arbitration Rules. For claims not exceeding $25,000, the AAA's Expedited Procedures will apply unless the parties agree otherwise.
  • Location. Arbitration may be conducted in person, by telephone, or by document submission. If conducted in person, the location will be the county in which you reside, or another mutually agreed location.
  • Arbitrator's Authority. The arbitrator will have exclusive authority to resolve all Disputes, including disputes about the scope or arbitrability of this Section, and may award any remedy available in court, subject to the limitations in these Terms. Any challenge to the formation, validity, or enforceability of this Section 24 as a whole may be brought in a court of competent jurisdiction.
  • Costs and Fees. Payment of arbitration filing and administrative fees will be governed by the AAA Consumer Arbitration Rules. Each party will bear its own attorneys' fees and costs unless the arbitrator finds that a claim or the relief sought was frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.
  • Confidentiality. To the extent permitted by the AAA Consumer Arbitration Rules and applicable law, all arbitration proceedings, submissions, evidence, and awards will be kept confidential and may not be disclosed to third parties except as required by law or to enforce an award.

24.4 Mass Arbitration Protocol

  • Applicability. This Section 24.4 applies if twenty-five (25) or more claimants submit Demands for Arbitration raising substantially similar Disputes against Rehive Pay within any ninety (90) day period, or if counsel or a coordinating organization represents twenty-five (25) or more such claimants (a "Mass Filing"). Disputes are not substantially similar if they involve claims arising from materially different facts or circumstances.
  • Bellwether Process. If a Mass Filing occurs, the parties will jointly select — or, if they cannot agree within thirty (30) days, the AAA will designate — ten (10) Demands to proceed as bellwether arbitrations. Those claims will be arbitrated to final award before any remaining Mass Filing claims proceed. All applicable statutes of limitations for remaining claims are tolled from the date the first Demand in the Mass Filing is filed until thirty (30) days after the final bellwether award is issued.
  • Global Resolution Opportunity. Following the final bellwether award, the parties will engage in a sixty (60) day good faith mediation period to attempt global resolution of all remaining claims. If no global resolution is reached, remaining claims may proceed to individual arbitration in administrator-determined batches.
  • Fee Consolidation. Each batch will be treated as a single consolidated arbitration for purposes of filing fees, administrative fees, and arbitrator assignment — one set of fees and one arbitrator per batch.
  • Individual Rights Preserved. This Section 24.4 is a sequencing mechanism only. It does not limit, waive, or consolidate any individual claimant's substantive rights or right to an individual arbitration hearing.
  • Not Class Arbitration. Nothing in this Section 24.4 authorizes class, collective, or mass arbitration, or arbitration involving joint or consolidated claims, except as expressly set forth herein.

24.5 Class Action Waiver

You and Rehive Pay agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

24.6 Opt-Out

You may opt out of this arbitration agreement by notifying Rehive Pay in writing within thirty (30) days of the date you first accept these Terms. Your opt-out notice must be sent to [email protected] and must include your name, address, and account email address. Opting out of this arbitration agreement has no effect on any other provision of these Terms.

24.7 Governing Law

These Terms and all Disputes will be governed by the laws of the State of Delaware, without regard to its conflict of law principles, except that nothing in this Section limits any rights you may have under the consumer protection laws of the state in which you reside. For any claims not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

24.8 Exceptions

The following claims are not subject to arbitration and may be brought in a court of competent jurisdiction:

  1. individual actions in small claims court for claims within that court's jurisdiction;
  2. actions seeking injunctive or other equitable relief to prevent the actual or threatened misappropriation or infringement of intellectual property rights; and
  3. claims for public injunctive relief under consumer protection, unfair business practices, or similar statutes, to the extent such claims may not lawfully be arbitrated under applicable law.

24.9 Non-US Residents

You may benefit from mandatory consumer protection laws applicable in your jurisdiction of residence. Nothing in this Section limits rights you may have under such mandatory applicable law.

25. Miscellaneous

You may not assign your rights under these Terms without our prior written consent. Rehive Pay may assign or transfer its rights and obligations at its discretion, including in connection with a merger, acquisition, or sale of assets. If any part of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law, and the remaining provisions remain in full force and effect. Rehive Pay's failure to enforce any right or provision is not a waiver of that right or provision.

26. Interpretation

Section headings are for convenience only and do not affect the meaning or interpretation of these Terms.