This Agreement is entered into between HashCash Consultants LLC, acting through PayBito ("PayBito", "we", "our", "us") and the subscribing Business Owner ("Business Owner", "you", "your"). This Agreement is separate from the Business Owner Commission Terms, Merchant Terms of Use, Payer Terms, Payee Terms, and Approver Terms, and governs product setup only.
1Purpose
PayBito agrees to deploy and provision the PayBito Paymaster (Escrow) product for the Business Owner under the Business Owner's active PayBito subscription environment.
The Escrow Product Enables
- Escrow contract creation
- Multi-party funding
- Approver workflows
- Conditional releases
- Milestone releases
- Dispute workflows
- Payout distributions
- Escrow custody workflows
- White-label participant interfaces
The scope of this Agreement is limited solely to product deployment and activation. This Agreement does not govern Business Owner commissions, user fees, or escrow participant rights.
2Scope of Deployment
Subject to payment of the setup fee and compliance with this Agreement, PayBito shall provision the standard PayBito Paymaster (Escrow) deployment.
Standard Deployment May Include
- Escrow engine deployment
- Approval engine activation
- Release engine activation
- Distribution engine activation
- Dispute module activation
- Hosted environment provisioning
- White-label branding configuration
- Domain configuration
- Wallet provisioning
- Payment rail enablement
- Payout rail enablement
- Fee routing configuration
- Merchant console activation
The exact deployment scope may vary based on the Business Owner's active subscription plan. PayBito retains sole authority to determine the operational scope of standard deployment.
3Scope Boundary
The Business Owner acknowledges the setup fee covers only the standard PayBito Paymaster (Escrow) deployment and configuration.
The Setup Fee Does Not Include
- Custom software development
- Custom features
- Custom workflows
- Custom APIs
- Custom integrations
- Change requests
- Bespoke business logic
- Future modifications
- Future enhancements
- Maintenance outside standard platform support
Any such additional work shall require a separate commercial agreement, separate scope definition, and separate fees. This clause is fundamental.
4Setup Fee
The Business Owner agrees to pay the following as a one-time, non-refundable escrow product setup fee:
This fee becomes due immediately upon execution of this Agreement. PayBito shall have no obligation to commence deployment until the setup fee is fully paid.
5Non-Refundability
The setup fee is non-refundable under all circumstances, including but not limited to:
- Business Owner cancellation
- Change of business plans
- Non-use of the escrow product
- Subscription downgrade
- Business inactivity
- Failure to onboard users
- Low transaction volume
- Commercial failure
- Suspension
- Termination
Exception: Refunds may apply only where PayBito fails to provision the standard escrow deployment solely due to PayBito's internal inability to deliver. Refunds, where applicable, shall not exceed the amount of the setup fee actually paid.
6Delivery Completion Standard
For purposes of this Agreement, delivery shall be deemed complete when the escrow instance is:
- Provisioned
- Operationally accessible
- Deployed under the assigned Business Owner environment
- Configured for standard escrow functionality
Delivery Completion Does Not Require
- User onboarding
- Transaction volume
- Successful commercial launch
- User adoption
- Custom feature completion
- Third-party business success
Operational accessibility constitutes delivery. This clause controls delivery disputes.
7Deployment Timelines
Any deployment timelines communicated by PayBito shall be estimates only.
Actual Deployment Timelines May Vary Due To
- Compliance reviews
- KYC delays
- Domain configuration delays
- DNS propagation
- Branding asset delays
- Business Owner delays
- Third-party dependencies
- Banking integrations
- Payment processor dependencies
- Blockchain dependencies
- Infrastructure constraints
PayBito does not guarantee deployment completion by any estimated date. Time estimates are non-binding.
8Business Owner Cooperation
The Business Owner agrees to provide all information and cooperation reasonably required for deployment, including:
- Domain access
- DNS configuration access
- Branding assets
- KYC documents
- Business verification documents
- Configuration inputs
- Settlement account details
- Wallet details
Failure to provide timely cooperation may delay deployment. Such delays shall not constitute PayBito delay or breach.
9Active Subscription Requirement
The Business Owner acknowledges that deployment, activation, and continued operation of the PayBito Paymaster (Escrow) product are conditional upon maintaining an active and fully paid PayBito subscription plan.
PayBito Subscription Plans
Subscription plans are published at PayBito's official Pricing Plans page.
The escrow product is a subscription-dependent service. The setup fee does not replace, waive, or substitute for subscription obligations.
10Plan-Dependent Functionality
The active subscription plan determines:
- Escrow feature availability
- Participant limits
- Transaction capabilities
- Dispute workflows
- Supported payment rails
- Supported payout rails
- API availability
- White-label capabilities
- Merchant console functionality
- Compliance workflows
- Operational limits
Not all escrow features may be available under all subscription plans. PayBito reserves the right to determine feature availability based on plan tier.
11Upgrade Dependency
The Business Owner acknowledges that future escrow features, expanded limits, additional modules, enhanced integrations, or upgraded capabilities may require:
The initial setup fee covers only the escrow scope available under the active plan at the time of deployment. Future upgrades are not included.
12Subscription Default Consequences
If the Business Owner fails to maintain an active paid subscription, PayBito may:
- Restrict escrow product access
- Suspend new escrow creation
- Restrict participant onboarding
- Restrict dispute initiation
- Restrict withdrawals
- Restrict administrative access
- Suspend API access
- Disable selected product modules
Subscription default may materially affect escrow product availability. Such restrictions shall not constitute breach by PayBito.
13Thirty-Day Suspension
If the Business Owner's subscription remains unpaid for the following period, PayBito may suspend the escrow product instance:
Consecutive Calendar Days Unpaid
Triggers eligibility for suspension of the escrow product instance.
During Suspension
- New escrow creation may be blocked
- New user onboarding may be blocked
- Administrative access may be restricted
- Product functionality may be partially or fully suspended
PayBito may continue operational custody and management of existing active escrows. Suspension shall not terminate active escrow obligations.
14Ninety-Day Irreversible Termination
If the Business Owner's subscription remains unpaid for the following period, PayBito may permanently and irreversibly terminate the escrow product instance:
Consecutive Calendar Days Unpaid
Triggers eligibility for permanent and irreversible instance termination.
Upon Termination
- Hosted UI may be deleted
- Branding configurations may be deleted
- Instance configurations may be destroyed
- Administrative access may be revoked
- Product access may cease permanently
Reactivation After Irreversible Termination May Require
PayBito bears no obligation to preserve terminated instances.
15No Refund for Subscription Failure
The Business Owner acknowledges that failure to maintain subscription payments shall not create any right to refund of:
Suspension or termination arising from non-payment does not invalidate the non-refundable nature of the setup fee. This clause survives termination.
16PayBito Plan Modifications
PayBito reserves the right to modify the following at any time:
- Subscription structures
- Included escrow features
- Product limits
- Operational capabilities
- User limits
- API limits
- Pricing structures
Such changes may affect escrow functionality available to the Business Owner. Continued use of the escrow product constitutes acceptance of such changes.
17User Continuity After Suspension or Termination
The Business Owner acknowledges that suspension or termination of the escrow product instance does not terminate:
- Active escrow contracts
- Pending releases
- Dispute proceedings
- Participant balances
- Custody obligations
- Settlement obligations
- Compliance obligations
All such obligations shall remain active and enforceable under PayBito's direct operational administration. The Business Owner shall have no right to interfere with such continuity.
18Active Escrow Continuity
All active escrow contracts existing at the time of Business Owner suspension or termination shall continue until:
PayBito may continue to operate, administer, and enforce all such escrow contracts directly. Business Owner termination shall not invalidate any active escrow contract.
19Custody Continuity
The Business Owner acknowledges that all escrowed funds remain under PayBito-controlled custody systems. At no time does the Business Owner acquire ownership, custody, or control rights over:
Escrow Balances
Released Balances
Pending Settlement Balances
Disputed Balances
Refunded Balances
Custody continuity shall survive Business Owner suspension or termination.
20User Migration Rights
Upon suspension or termination of the Business Owner instance, PayBito may, at its sole discretion:
- Migrate users into PayBito-hosted environments
- Preserve merchant accounts
- Preserve escrow contracts
- Preserve participant history
- Preserve KYC records
- Preserve dispute records
- Preserve transaction history
- Preserve wallet mappings
- Preserve balances
...for operational continuity. The Business Owner acknowledges PayBito may retain such users directly.
21Direct User Communication Rights
PayBito may communicate directly with escrow participants for purposes of:
...without requiring Business Owner approval. Business Owner irrevocably authorizes such communications.
22Branding Removal Rights
Upon suspension or termination of the escrow product instance, PayBito may remove:
- Business Owner branding
- Logos
- Custom domains
- Branded interfaces
- Branded communication layers
...from active participant environments where necessary for continuity. PayBito may continue operating affected escrows under PayBito branding or neutral operational branding.
23Data Continuity
PayBito retains and controls all operational escrow records including:
- Escrow contracts
- Transaction logs
- Dispute records
- KYC records
- Audit logs
- Payout logs
- Approval logs
- Participant communications
- Compliance records
For Purposes Of
Business Owner acquires no ownership rights over PayBito operational escrow records.
24Compliance Override Rights
PayBito may modify, restrict, suspend, disable, or override any part of the escrow product where reasonably required for:
- AML obligations
- Sanctions obligations
- Fraud prevention
- Legal orders
- Regulatory obligations
- Risk management
- Custody protection
- User protection
Such Actions May Affect
Business Owner acknowledges such actions may occur without prior notice.
25Emergency Intervention Rights
PayBito may take immediate operational action where necessary to protect:
- Escrowed funds
- Participant balances
- Platform integrity
- Compliance posture
- Legal obligations
- Operational stability
- User rights
Such Intervention May Include
- Freezing escrows
- Delaying releases
- Blocking withdrawals
- Overriding workflows
- Forcing settlements
- Reassigning administration
- Restricting participant access
PayBito's emergency decisions shall be final for operational purposes.
26No Business Owner Claim Over Active Users
Following suspension or termination, the Business Owner shall have no right to:
- Reclaim escrow users
- Block user migration
- Interfere with active escrows
- Interfere with settlements
- Interfere with disputes
- Interfere with custody operations
PayBito retains full operational authority over affected escrow participants and contracts.
27Third-Party Dependencies
The Business Owner acknowledges that operation of the PayBito Paymaster (Escrow) product may depend on third-party systems, infrastructure, and service providers, including but not limited to:
- Banks
- Payment processors
- Card networks
- Blockchain networks
- Wallet providers
- DNS providers
- Hosting providers
- Cloud infrastructure providers
- KYC providers
- AML providers
- Email providers
- Communication providers
PayBito Shall Not Be Liable For
...caused by third-party providers. Third-party dependency failures shall not constitute breach by PayBito.
28White-Label Reputation and Risk Protection
The Business Owner acknowledges that the escrow product is deployed under the Business Owner's brand but powered by PayBito infrastructure. PayBito may suspend, restrict, or terminate the escrow product where the Business Owner's conduct creates:
- Fraud risk
- Sanctions risk
- Regulatory risk
- AML risk
- Reputational risk
- Financial crime exposure
- Legal exposure
- Brand misuse risk
PayBito retains sole authority to determine such risks. Business Owner conduct may directly affect platform availability.
29Intellectual Property Ownership
All rights, title, and interest in the following remain exclusively owned by PayBito:
- Escrow software
- Codebase
- APIs
- Workflows
- Custody systems
- Dispute systems
- Approval systems
- Release systems
- Merchant interfaces
- System logic
- Operational infrastructure
The Business Owner receives only a limited, revocable, non-transferable operational license to use the deployed escrow product while maintaining active subscription, compliance standing, and operational eligibility. No ownership rights are transferred.
30No Exclusivity
This Agreement does not grant the Business Owner:
PayBito may deploy the same escrow product for other Business Owners, competing businesses, competing brands, and overlapping markets without restriction.
31Limitation of Liability
To the fullest extent permitted by law, PayBito's total liability under this Agreement shall be limited solely to the amount of the setup fee actually paid by the Business Owner.
Under No Circumstances Shall PayBito Be Liable For
This limitation applies regardless of legal theory.
32Termination
This Agreement may terminate upon:
- Permanent Business Owner subscription termination
- Permanent escrow product decommissioning
- Business Owner material breach
- Fraud
- Sanctions exposure
- Compliance failures
- Mutual written agreement
Termination of This Agreement Does Not Terminate
- Active escrow contracts
- User custody rights
- Active disputes
- Settlement obligations
- Compliance obligations
The Following Sections Shall Survive Termination
33Document Hierarchy
In the event of conflict, the following order of precedence shall apply:
- Escrow Software Development and Setup Fee Agreement
- Business Owner Commission Terms
- Public Product Fee Schedule
- Merchant Terms of Use
- General PayBito platform policies
The higher-ranking document shall prevail. For user-facing fees, the public fee schedule in effect at the time of transaction execution shall govern.
34Governing Law
This Agreement shall be governed by the laws of the jurisdiction designated by PayBito.
PayBito May Modify Governing Jurisdiction Where Necessary Based On
- Operational requirements
- Regulatory requirements
- Entity structure
- Product structure
- Market expansion
Mandatory legal protections, where applicable by law, shall remain unaffected.
35Acceptance
By taking any of the following actions, the Business Owner acknowledges and agrees to this Agreement in full:
Executing This Agreement
Formal execution constitutes agreement to all terms herein.
Paying the Setup Fee
Payment confirms acceptance of the non-refundable fee terms.
Requesting Escrow Deployment
Initiating deployment requests confirms acceptance of scope and timelines.
Activating the Escrow Product
Activation confirms acceptance of subscription dependency terms.
Continuing Use of the Deployed Escrow Product
Continued use confirms ongoing acceptance of this Agreement.
Acceptance shall be deemed continuous throughout the operation of the escrow product.
