TEDR Open API Terms and Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and TEDR ("Company," "we," "us," "our"), governing access to and use of the TEDR Open API, the TEDR checkout widget, and the associated payment pages made available to external stores and their customers (collectively, the "Service").

The Service is used by two distinct categories of User, and different sections of these Terms apply depending on which role you occupy:

• "Merchant" — a business that has integrated the TEDR Open API and/or checkout widget into its own store to accept payment for goods or services ("Store"); and
• "Customer" — an individual who purchases goods or services from a Merchant's Store and pays via TEDR.

By requesting or using an API Key, embedding the TEDR widget, or completing a purchase through TEDR, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. Definitions

• "Order" — a multi-item purchase session initialized by a Merchant via the Open API, representing the goods, pricing, and delivery terms of a specific purchase.
• "Checkout Session" — the payment flow a Customer completes after an Order is initialized, either inside the TEDR mobile application ("In-App Checkout") or via the standalone web payment page for customers without the TEDR application ("Guest Checkout").
• "Escrow Account" — the internal fund-control mechanism into which Customer funds are placed for In-App Checkout purchases, held until delivery is confirmed, a dispute is resolved, or the funds are otherwise released or refunded, as described in Section 5.
• "API Key" — the credential pair (a public identifier and a secret signing key) issued to a Merchant to authenticate requests to the Open API.
• "Digital Assets" — the cryptocurrencies accepted by the Service for payment.
• "Fees" — amounts charged by the Company in connection with the Service, as described in Section 9.

2. Merchant Onboarding and API Access

2.1 To integrate the Service, a prospective Merchant must request an API Key by contacting support@tedr.com. The Company reviews such requests at its discretion and may request information about the Merchant's business, products, and jurisdiction of operation before issuing credentials.

2.2 The Company provides a test environment and a production environment for API integration, as identified in the Company's developer documentation. Merchants are responsible for validating their integration in the test environment before processing live Orders.

2.3 The Merchant is solely responsible for safeguarding its API Key and Secret. The Company is not liable for losses arising from a compromised or improperly secured credential. The Merchant must notify the Company immediately at support@tedr.com if it suspects its credentials have been compromised, so that they can be revoked and reissued.

2.4 The Company may suspend or revoke a Merchant's API Key at any time in accordance with Section 12.

3. Description of the Service

3.1 A Merchant integrates the Service into its own Store via the Open API and/or the TEDR checkout widget, which generates a payment link and/or QR code for a given Order.

3.2 When a Customer initiates payment, they are routed based on their device and whether they have the TEDR application installed: Customers with the application complete an In-App Checkout; Customers without it complete a Guest Checkout through a standalone web payment page. The Merchant does not control, and is not responsible for, this routing logic.

3.3 The Service currently supports Orders composed of one or more line items. The Company may introduce or retire additional Order formats at its discretion; any such format is governed by these Terms once made available to Merchants.

3.4 The minimum payable amount for an Order processed through the Service is the equivalent of USD 1.00. Orders are currently created and settled in USTT (TEDR's USD-pegged token) on the Ethereum network; the Company may expand supported settlement currencies and networks at its discretion.

3.5 Customers may pay using a supported Digital Asset (from an external wallet or, for In-App Checkout, an internal TEDR wallet balance) or by bank card, where the Merchant and payment method combination support it. Card payments are processed through the Company's third-party payment processing partners.

4. Orders

4.1 The Merchant is solely responsible for the accuracy of the Order details it submits via the API, including pricing, product descriptions, images, shipping costs, and applicable discounts, and for honoring the terms displayed to the Customer at checkout.

4.2 Each Order has a limited payment window, disclosed to the Customer at checkout, after which, if unpaid, it expires and can no longer be paid.

4.3 The Order lifecycle is represented by a defined set of statuses (e.g., created, payment processing, paid, requires address confirmation, processing, delivering, delivered, received, disputed, returned, expired). The Merchant is responsible for updating the Order status via the Open API to reflect its own fulfillment progress, including providing a tracking number where required. The Company relies on these Merchant-provided updates and does not independently verify shipment or delivery.

4.4 The Company may notify the Merchant of status changes and events via the webhook URLs supplied when the Order was created (including success, failure, and asynchronous status-update callbacks). The Merchant is solely responsible for the availability, security, and correct handling of the endpoints it designates to receive these webhooks, including verifying the authenticity of incoming webhook calls.

5. Escrow and Fund Protection

This section describes a material difference in Customer protection depending on how a purchase is completed. Merchants must not represent Guest Checkout purchases as escrow-protected.

5.1 Nature of the Escrow Account. The "Escrow Account" referred to in this section is an internal ledger and fund-control mechanism operated by the Company. It is not a segregated account held by an independent, separately licensed escrow agent, and Digital Assets placed into it may be commingled with the Company's other service accounts pending release. References to "escrow" in these Terms and in the Service describe this fund-control function and do not represent that the Company holds any specific third-party escrow license, unless separately stated.

5.2 In-App Checkout (registered TEDR users). When a Customer pays for an Order from within the TEDR application, the payment amount is placed into the Escrow Account rather than being credited directly to the Merchant. Funds are released from the Escrow Account to the Merchant when: (a) the Customer confirms receipt of the Order; (b) an auto-release period disclosed within the Service elapses following the Merchant's delivery notification without the Customer confirming receipt or opening a dispute; or (c) an opened dispute is resolved in the Merchant's favor.

5.3 A Customer who used In-App Checkout may open a dispute regarding an Order, including after having confirmed receipt, within the applicable dispute window. While a dispute is open, any funds still held in the Escrow Account remain locked pending resolution.

5.4 Guest Checkout (Customers without the TEDR application). Orders paid via the standalone web payment page are settled directly to the Merchant's account upon successful payment confirmation and are not placed into the Escrow Account. Customers using Guest Checkout do not receive the escrow-based protection described in Sections 5.2–5.3, and any dispute regarding such an Order must be resolved directly between the Customer and the Merchant, using the Merchant's own contact and return/refund policies. The Company may, at its discretion, assist in facilitating communication but is not obligated to hold, freeze, or return funds already settled to a Merchant under Guest Checkout.

5.5 The Company is not a party to, and does not guarantee, the delivery, quality, fitness for purpose, or legality of any goods or services sold by a Merchant. The Escrow Account, where applicable, protects the flow of funds pending delivery confirmation; it does not constitute a warranty on the Merchant's products.

6. Disputes and Returns

6.1 Where a dispute is available (Section 5.3), the Customer and Merchant may communicate through the in-platform chat associated with the Order to resolve the matter.

6.2 If a dispute results in a return, funds held in the Escrow Account are refunded to the Customer. Refunds for Guest Checkout Orders are the Merchant's responsibility and are not processed by the Company from funds it no longer holds.

6.3 The Company may request evidence from either party (e.g., tracking information, correspondence, photos) to assist in resolving a dispute, but is not obligated to act as a binding arbitrator of the underlying commercial dispute between Customer and Merchant, and may, where a resolution cannot be reached, leave the parties to pursue their own remedies.

7. Merchant Obligations; Prohibited Uses

7.1 The Merchant represents and warrants that: (a) it has the right to sell the goods or services listed in any Order it creates; (b) its use of the Service, its Store, and its product listings comply with all applicable laws, including consumer protection, product safety, tax, and export control laws in the jurisdictions where it sells; and (c) it will provide timely and accurate order-status and shipping updates.

7.2 Prohibited Uses. The Merchant must not use the Service to sell, and the Company may refuse, suspend, or reverse (where technically possible) any Order related to: illegal goods or services under applicable law; weapons, controlled substances, or precursor chemicals where prohibited; content involving exploitation of minors; goods or services violating intellectual property rights; transactions involving individuals or entities subject to applicable sanctions, embargoes, or watchlists; and any activity intended to circumvent the Company's compliance controls.

7.3 The Company may request supporting documentation regarding a Merchant's business, products, or a specific Order at any time and may suspend the Merchant's API access pending review.

8. Customer Terms

8.1 A Customer completing a Checkout Session authorizes payment of the amount displayed, inclusive of any applicable Fees shown before payment is confirmed.

8.2 Blockchain transactions are irreversible. A Customer paying with a Digital Asset from an external wallet is solely responsible for sending the correct asset, on the correct network, to the address and within the time window displayed. The Company is not responsible for funds sent incorrectly or after an Order has expired.

8.3 A Customer should review whether they are completing an In-App Checkout or a Guest Checkout before paying, as this determines whether escrow protection under Section 5 applies.

8.4 Digital Assets are subject to price volatility; the value of assets paid or received may differ from their value at other points in time. The Company is not a bank, and balances are not covered by any deposit insurance scheme.

9. Fees

9.1 Use of the Service is subject to Fees disclosed to the Merchant and/or Customer within the Service prior to Order creation or payment, which may include a service fee, a card-processing fee (where applicable), and a currency-conversion fee. The specific Fees applicable to a given Merchant, including any negotiated commercial terms, are set out in that Merchant's onboarding agreement or the fee schedule communicated to it by the Company.

9.2 External network (miner/gas) fees incurred by a Customer paying from their own wallet are outside the Company's control and are not included in the Company's Fees.

10. API Access, Authentication, and Webhooks

10.1 Every request to the Open API must be authenticated using an HMAC signature generated with the Merchant's Secret key, as described in the Company's integration documentation. The Merchant is responsible for correctly implementing this signature scheme, including accurate timestamping, to avoid failed or rejected requests.

10.2 The Merchant must configure and maintain functioning redirect and webhook endpoints, as specified in the Company's integration documentation, to receive payment outcomes and asynchronous status callbacks from the Service. The Company is not responsible for a Merchant's failure to process a Customer's order due to a misconfigured or unavailable Merchant endpoint.

10.3 API access is provided "as is," and the Company does not guarantee any particular uptime or response time absent a separate written service-level agreement with the Merchant.

10.4 The Company may modify, version, or deprecate API endpoints, providing reasonable advance notice to integrated Merchants where practicable.

11. Risks of Digital Assets

11.1 Digital Assets are subject to high price volatility, and the value of Digital Assets paid or received may differ materially from their value at the time an Order was created or paid.

11.2 Blockchain networks may experience congestion, forks, or outages outside the Company's control, which may delay or, in rare cases, prevent settlement of a transaction.

11.3 Nothing in the Service or these Terms constitutes financial, investment, tax, or legal advice.

12. Suspension and Termination

12.1 The Company may suspend or revoke a Merchant's API access, or restrict a Customer's use of the Service, immediately and without prior notice where: (a) required by law or a competent authority; (b) the Company reasonably suspects fraud, money laundering, or other illegal activity; (c) the relevant party breaches these Terms; or (d) the Company reasonably believes such action is necessary to protect the Service, other Users, or the Company.

12.2 A Merchant may discontinue use of the Service at any time, subject to resolution of any Orders with pending escrow, disputes, or outstanding payment obligations.

12.3 Sections 5, 6, 9, 11, 13, and 14 survive termination of these Terms.

13. Limitation of Liability

13.1 To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available," without warranties of any kind, express or implied.

13.2 To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or Digital Assets, arising from or related to use of the Service, even if advised of the possibility of such damages. The Company is not liable for the quality, safety, legality, or delivery of any goods or services sold by a Merchant.

13.3 To the maximum extent permitted by applicable law, the Company's aggregate liability arising out of or relating to these Terms or the Service shall not exceed the total Fees actually received by the Company from the affected Merchant in the twelve (12) months preceding the event giving rise to the claim, or, in the case of a Customer claim, the amount of the specific Order giving rise to the claim.

13.4 Nothing in these Terms limits liability that cannot be limited or excluded under applicable law, including liability for gross negligence, willful misconduct, or death or personal injury.

14. Indemnification

You agree to indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law; or, if you are a Merchant, (d) any goods or services you offered or sold through an Order, or any content or product listing you submitted via the API.

15. Changes to the Service and These Terms

15.1 The Company may modify these Terms from time to time. Material changes will be notified through the Service, the developer documentation, or by email, with an updated "Last updated" date. Continued use of the Service after the effective date of the updated Terms constitutes acceptance.

15.2 The Company may modify, add to, or discontinue features of the Service, including supported Digital Assets, payment methods, networks, and API endpoints, at its discretion, providing reasonable advance notice to integrated Merchants where practicable.

16. Governing Law and Dispute Resolution

16.1 These Terms are governed by and construed in accordance with the laws applicable at the Company's place of incorporation and registered business operations, without regard to conflict-of-laws principles.

16.2 Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be addressed through good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, it shall be finally settled by binding arbitration administered in accordance with the UNCITRAL Arbitration Rules. Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

16.3 Where the party bringing the claim is a Customer acting as an individual consumer rather than a Merchant, nothing in this Section limits any non-waivable right that Customer has under applicable consumer protection law to bring a claim before a competent court, regulator, or small-claims tribunal, to the extent mandatory arbitration of such a claim is not enforceable under that law.

17. Contact

For integration and API support, contact support@tedr.com. For matters related to a specific Order, Customers should first attempt to resolve the matter directly with the Merchant using the Merchant's contact details shown at checkout, before contacting TEDR support.

18. Miscellaneous

18.1 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

18.2 No Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

18.3 Assignment. You may not assign these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.4 Force Majeure. The Company is not liable for delay or failure to perform resulting from causes beyond its reasonable control, including blockchain network failures, acts of government, and internet/infrastructure outages.

18.5 Entire Agreement. These Terms constitute the entire agreement between you and the Company regarding the Service.