Base Buy Merchant Agreement

1. Platform Role and Authority

• Base Buy provides a secure digital marketplace and escrow settlement infrastructure that enables Merchants to sell goods and services to buyers.
• Base Buy acts as the authorized escrow and settlement administrator for all transactions conducted through the Platform.
• All transactions are processed and settled exclusively through Base Buy's integrated wallet and escrow system.
• Base Buy has full authority to administer escrow, release settlement, resolve disputes, and enforce Platform policies.

2. Merchant Account and Eligibility

• Merchant must provide accurate and complete information during registration and maintain current information at all times.
• Base Buy may require identity verification, business verification, and compliance screening at its sole discretion.
• Base Buy may approve, reject, suspend, or terminate any Merchant account at any time to protect Platform integrity, users, or compliance obligations.

3. Listing and Product Responsibilities

Merchant is solely responsible for:

• Accuracy of listings
• Product authenticity and legality
• Fulfillment and shipment
• Compliance with all applicable laws

• Merchant may not list prohibited, illegal, counterfeit, infringing, or restricted items.
• Base Buy reserves the right to remove listings or restrict categories at any time.

4. Escrow Settlement and Payment Structure

• All buyer payments are automatically converted into USDC and placed into escrow.
• Merchant settlement occurs exclusively in USDC.
• Merchant will not receive the buyer's original payment asset.
• Escrow protects both Buyer and Merchant and ensures secure transaction completion.
• Settlement is released after delivery confirmation and the applicable verification period, unless subject to dispute, review, or hold.

5. Merchant Wallet and Custody

• Merchant funds are held within the Base Buy integrated wallet system.
• External wallet connections are not supported.
• Base Buy maintains full operational control over escrow and settlement flows for dispute resolution, fraud prevention, and compliance enforcement.

6. Platform Fees and Commission

• Base Buy charges a marketplace commission ranging from 6% to 7% per completed transaction.
• Exact commission rates may vary based on merchant volume, category, or risk profile.
• Fees are automatically deducted from escrow prior to settlement.
• Base Buy may adjust fee structures upon reasonable notice.

7. Settlement Timing

• Settlement occurs after fulfillment verification and dispute window expiration.
• Base Buy may delay settlement for risk review, dispute resolution, fraud prevention, or operational security.
• Settlement timing may vary based on Merchant account status, transaction risk, and Platform policies.

8. Disputes, Refunds, and Settlement Reversal Authority

• Base Buy has exclusive authority to resolve all disputes.
• Base Buy may issue refunds, partial refunds, or settlement reversals at its sole discretion.

If a refund or reversal occurs after settlement has been released, Merchant authorizes Base Buy to recover funds through:

• Merchant wallet debit
• Future settlement offset
• Reserve balance application
• Negative wallet balance enforcement

Merchant is financially responsible for dispute outcomes.

9. Reserve and Risk Protection

• Base Buy may establish reserve balances to protect against fraud, disputes, chargebacks, or platform risk.
• Reserves may be adjusted, increased, or released based on Merchant risk profile and transaction history.

10. Negative Balance Enforcement

If Merchant account balance becomes negative, Base Buy may:

• Offset future settlements
• Restrict merchant activity
• Suspend account access
• Require balance repayment

Merchant remains fully liable for negative balances.

11. Merchant Conduct and Compliance

• Merchant agrees not to engage in fraud, deception, manipulation, or illegal conduct.
• Merchant must comply with all applicable laws, including consumer protection, financial regulations, and product safety laws.
• Base Buy may cooperate with law enforcement and regulatory authorities as required.

12. Platform Enforcement and Account Suspension

Base Buy may suspend or terminate Merchant accounts at any time for:

• Policy violations
• Fraud risk
• Excessive disputes
• Compliance requirements
• Platform security protection

Base Buy is not liable for losses resulting from enforcement actions taken in good faith.

13. Limitation of Liability

• Base Buy provides the Platform on an "as-is" basis.
• Base Buy is not liable for indirect, incidental, or consequential damages.
• Base Buy's maximum liability shall not exceed the fees collected from Merchant within the previous six months.

14. Indemnification

Merchant agrees to indemnify and hold harmless Base Buy from claims, damages, or liabilities arising from Merchant products, conduct, or violations.

15. Governing Law and Jurisdiction

• This Agreement is governed by the laws of the State of Florida.
• Any disputes shall be resolved under Florida jurisdiction.

16. Agreement Acceptance

By using the Base Buy Platform as a Merchant, you acknowledge and accept this Agreement.