These Terms of Use ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("User", "you", or "Merchant") and Peterkin Labs Inc d/b/a UP² ("Platform", "we", "us", or "our"), concerning your access to and use of the website, mobile application, application programming interface (API), and related software services (collectively, the "Services").
By clicking "I Agree," registering for an account, downloading the mobile application, or accessing the API, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms.
The Platform integrates with Stripe, Inc. ("Stripe") to facilitate payment processing. We are a technology service provider and do not function as a bank, money transmitter, or financial institution. We do not hold funds.
Payment processing services for Users on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement.
You expressly authorize the Platform to interact with Stripe on your behalf to: (a) create and manage your Stripe Connected Account; (b) initiate charges, refunds, and adjustments; and (c) access settlement data.
Upon registration, you may be issued authentication credentials, including but not limited to username/password pairs and API Keys. You are solely responsible for the security of these credentials.
The Platform's backend systems authenticate requests based on the validity of the API Key or session token. You are strictly liable for all activity that occurs under your account credentials.
You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. UP² reserves the right to request additional identity verification documentation at any time, including but not limited to government-issued identification, proof of address, business documentation, and beneficial ownership information. Failure to comply with verification requests may result in account suspension or termination.
You may not use the Services to transact in connection with any business strictly prohibited by Stripe or the Platform (e.g., illegal drugs, infringement, high-risk financial services). Violation of this policy will result in immediate termination.
UP² maintains absolute authority over fraud detection, prevention, and remediation on the Platform. By using our Services, you consent to all fraud prevention measures described in this Section, including account actions, fund holds, and cooperation requirements.
UP² employs continuous, automated and manual fraud detection systems to monitor all account activity, transactions, and Platform usage. These systems analyze patterns including but not limited to:
UP² reserves the absolute right, in its sole and exclusive discretion, to take immediate action without prior notice upon detection or reasonable suspicion of fraudulent, illegal, or policy-violating activity, including but not limited to:
In cases of suspected fraud, UP² may hold funds for an extended investigation period of up to 180 days or longer if required by law enforcement, legal proceedings, or ongoing investigation. Funds may be held beyond this period if:
Upon request, you must cooperate fully with any UP² fraud investigation. This includes, without limitation:
Failure to cooperate with an investigation shall be deemed an admission of wrongdoing and shall authorize UP² to permanently forfeit any held funds to offset actual or anticipated losses, chargebacks, and administrative costs.
If UP² determines, in its sole discretion, that fraud or policy violation has occurred, UP² is authorized to:
UP² will cooperate fully with law enforcement agencies, regulatory bodies, and legal authorities investigating fraud or illegal activity. You authorize UP² to share any and all account information, transaction data, communications, and other records with such authorities without notice to you, to the extent permitted by law.
UP² may utilize third-party fraud prevention, identity verification, and risk assessment services. You consent to the sharing of your information with these services and agree to be bound by their determinations as incorporated into UP²'s fraud decisions.
UP² SHALL NOT BE LIABLE for any losses, damages, or inconvenience arising from fraud prevention actions taken in good faith, including but not limited to account suspension, fund holds, transaction declines, or account termination. You waive any and all claims against UP² arising from such actions.
You agree to indemnify, defend, and hold harmless UP², its officers, directors, employees, agents, and partners from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
If you suspect fraudulent activity on your account or the Platform, you must immediately notify UP² at [email protected]. Failure to promptly report suspected fraud may result in additional liability.
UP² employs a Dual Pricing model to incentivize cash payments. The prices displayed by default in the application represent the Cash Price, which includes a built-in discount for physical currency transactions.
Transactions paid via Credit Card, Debit Card, or Digital Wallet (e.g., Apple Pay) are not eligible for the cash discount. A Non-Cash Adjustment (or "Platform Service Fee") is automatically applied to the transaction total to cover the cost of the UP² secure mobile infrastructure, fraud detection services, and processing costs.
By proceeding with a card transaction, you expressly agree to pay this adjustment as calculated and displayed at the time of sale.
You are the "Merchant of Record" for all sales made through the Services. You have sole responsibility for determining what, if any, taxes apply to your transactions.
A fee of $0.25 will be automatically deducted from your account balance for each payout (withdrawal) initiated to your linked bank account. This fee covers the cost of bank transfer initiation and processing.
Pending vs. Available Balance: Please note that while payments are processed instantly, funds are initially marked as "Pending" while they settle (typically taking 2 business days). You can only initiate a withdrawal once these funds have settled and moved to your "Available" balance.
By processing a transaction through the Services, you represent and warrant that you have obtained all necessary authorizations from the cardholder. You acknowledge that all transactions are processed via Stripe and are subject to the processing times and settlement schedules determined by Stripe and the banking networks.
You generally have the ability to initiate refunds to your customers via the Platform dashboard. However, you acknowledge the following:
A "Chargeback" occurs when a cardholder disputes a transaction with their issuing bank. UP² is not liable for Chargebacks arising from your transactions.
If a Chargeback is issued against your account:
To protect the Platform against financial exposure, we reserve the right to place a temporary hold on a portion of your funds ("Reserve") if we detect:
Funds held in Reserve will be released once the risk exposure has been mitigated to UP²'s satisfaction.
The Services contain proprietary and confidential technology owned by UP².
All rights, title, and interest in and to the Services, including but not limited to the proprietary visual interface designs, interactive checkout animations, transaction encryption algorithms, backend checkout logic, and all related software code (collectively, "UP² IP"), are and will remain the exclusive property of UP².
You agree not to reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Services. You shall not use the API to "scrape" data for the purpose of building a competitive service.
By explicitly opting in to the UP² messaging program, you agree to receive automated security and marketing text messages (e.g., OTP codes, account alerts) from UP² at the mobile number you provided.
STOP to cancel at any time.HELP for assistance.Carrier Liability: Carriers (including but not limited to T-Mobile, AT&T, and Verizon) are not liable for delayed or undelivered messages.
READ CAREFULLY: By generating an Agent API Key, you are converting your fiat currency into a programmable "Bearer Instrument." Possession of this key is equivalent to possession of your cash.
Transactions executed via this protocol are or can be instantaneous, irreversible, and occur without human confirmation.
By connecting a payment method to an Agent Wallet, you expressly authorize UP² (and its payment processors) to store your credentials and initiate charges on your behalf without your concurrent presence or interaction ("Off-Session").
You acknowledge that:
/agent/pay-invoice endpoint constitutes a direct, authorized mandate to debit your account;The API Key generated by the Platform (e.g., starting with ak_live_) grants full financial access to the linked wallet up to your configured limits.
The Platform allows you to configure Daily Spending Limits and Per-Transaction Limits. While our backend enforces these checks via database lookups:
UP² provides the financial rail (infrastructure), not the driver (intelligence). We do not control the software, LLM (Large Language Model), or script utilizing the API Key.
TO THE FULLEST EXTENT PERMITTED BY LAW, UP² DISCLAIMS ALL LIABILITY FOR:
Transactions processed via the Agent Protocol typically involve the immediate, programmatic release of digital resources (APIs, content, access tokens). As a general rule, once a 200 OK or success status has been returned by the Platform, the service is considered fully delivered and consumed.
Notwithstanding the above, UP² operates a structured, three-stage dispute process for Agent Wallet transactions as described in Section 11. Where a refund is granted under that process, it supersedes this default non-refundability rule. Where no refund is granted, this default applies in full.
Unlike standard card transactions, Agent Wallet payments on UP² are subject to a formal, time-bound dispute process. This section governs all refund requests submitted through the Platform for transactions classified as agent_protocol, agent_auto, or agent_usage.
A refund dispute may only be opened if all of the following conditions are met:
Transactions with a status of cancelled, pending, processing, or refunded are not eligible.
A dispute may be initiated by:
X-Merchant-Key API credential.All eligible disputes pass through the following sequence. Each stage is time-bound and automated — failure to act within a deadline results in an automatic outcome as described below.
A refund approved through this process may be for the full transaction amount or a partial amount, depending on the stage at which it is granted and the circumstances of the dispute:
Neither party may negotiate or contest the refund amount awarded by UP² within the Platform. Partial refund decisions by UP² are not an acknowledgment of fault by either party.
When a refund is approved at any stage, the method of return depends on how the original transaction was funded:
A merchant choosing to deny a dispute must provide all of the following at the time of denial:
Denials submitted without complete information will be rejected by the Platform. Merchants acknowledge that submitting false, misleading, or inapplicable policy information in support of a denial may constitute a violation of these Terms and subject the merchant to account action.
UP²'s Platform Review (Stage 3) is conducted at the sole discretion of UP². While UP² endeavors to act fairly, UP² is not an arbitrator and its decision is not a legal adjudication. The Platform Review considers:
UP² may issue a full refund, a partial refund, or no refund based on its review. The amount awarded is communicated to both parties and is final within the Platform. Neither party may re-open a closed dispute. External remedies (e.g., card network chargebacks, legal action) remain available to payers subject to their card issuer's policies and applicable law.
UP² operates an automated background process ("Sweep") that enforces all dispute deadlines. The Sweep runs periodically and will:
denied_final when a payer fails to submit context within the 48-hour Stage 2 window.Both merchants and payers are notified via email and in-platform notification at each stage transition and upon each automated outcome.
UP² reserves the right to open a formal investigation into any dispute prior to or during Platform Review. An investigation may be initiated at UP²'s sole discretion where UP² determines that the circumstances of the dispute require deeper examination, including but not limited to:
When an investigation is opened, the dispute will be placed in an under_investigation status. The investigation period may last up to 90 calendar days from the date the investigation is opened. During this period:
UP² will notify both the payer and the merchant by email and in-platform notification when an investigation is opened and when a final decision is reached. UP² is not obligated to disclose the specific basis for opening an investigation or the details of its investigative process.
In exceptional circumstances — including but not limited to active law enforcement involvement, pending litigation, or regulatory inquiry — the investigation period may be extended beyond 90 days. UP² will notify affected parties of any such extension.
UP²'s decision following an investigation is final within the Platform and carries the same binding effect as a standard Stage 3 Platform Review decision under Section 11.7.
UP² reserves the right to reject, suspend, or limit dispute filings from any party that UP² determines, in its sole discretion, is abusing the dispute process. Indicators of abuse include but are not limited to: filing disputes on transactions where digital goods were verifiably consumed, repeated disputes against the same merchant without new grounds, and submission of false or fabricated evidence. Abuse of the dispute process may result in account suspension or termination.
The existence of this dispute process does not constitute a guarantee that any refund will be issued. UP² provides this process as a good-faith infrastructure service. UP² IS NOT A PARTY TO THE UNDERLYING TRANSACTION and assumes no financial liability for the outcome of any dispute.
We reserve the right to modify these Terms at any time.
If we make changes that are material, we will provide you with notice via the Platform, email, or other communication. For non-material changes (e.g., typographical fixes, minor feature updates), we will simply update the "Effective Date" at the top of this page.
Your Continued Use: By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Services and must delete your account.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WHILE WE UTILIZE ROBUST, INDUSTRY-STANDARD ENCRYPTION AND TOKENIZATION, WE CANNOT GUARANTEE ABSOLUTE SECURITY OF DATA TRANSMISSION OVER THE INTERNET.
13.2 Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, UP² SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES. IN NO EVENT SHALL UP²'S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO UP² IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
Any dispute, claim, or controversy arising out of or relating to these Terms shall be determined by arbitration in Pasco, Washington before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.
These Terms shall be governed by and construed in accordance with the internal laws of the State of Washington, U.S.A.