Master Terms of Service

Onflay LLC

Publication date: August 13, 2026
Effective date: August 17, 2026

These Master Terms of Service govern access to and use of Onflay. They contain separate provisions for visitors, buyers, creators/suppliers, and developers. By creating an account, accepting an applicable agreement, publishing an offering, using the API, or completing a purchase, you agree to the provisions that apply to your role.

Onflay LLC is a Wyoming limited liability company located at 1021 E Lincolnway, Suite 10028, Cheyenne, Wyoming 82001, United States.

Nothing in these Terms limits rights that cannot lawfully be waived, including mandatory consumer rights in the buyer’s country.

Beginning on the Effective date, this version supersedes earlier published versions of the Onflay Master Terms for prospective use. Completed Orders, existing Buyer subscriptions, accrued payment obligations, and disputes remain governed by the version and Commerce Mode applicable when they arose, as further provided below.

Part A — General Platform Terms

1. Agreement and electronic records

1.1 Contracting party

These Terms are an agreement between you and Onflay LLC (“Onflay,” “we,” “us,” or “our”). If you use Onflay for a company or other organization, you represent that you have authority to bind that organization.

1.2 Acceptance

You accept the provisions applicable to your role through an affirmative action presented by Onflay, including checking an acceptance box and selecting an acceptance button, creating or administering an account, selecting a Commerce Mode, enrolling in a Platform Subscription, purchasing AI Credits, activating API access, publishing an Offering, or submitting an Order after being shown the applicable terms.

A recurring-payment authorization, Commerce Mode selection, Platform Subscription enrollment, AI Credit auto-replenishment authorization, custom pricing agreement, or amendment for which these Terms, applicable law, or the applicable interface expressly requires separate affirmative acceptance requires that separate affirmative acceptance. Silence, inactivity, a preselected paid option, an unrelated acceptance, or a hidden term does not establish recurring-payment consent or any other consent that applicable law requires to be obtained separately.

1.3 Electronic records and evidence

You consent to conduct transactions electronically and to receive agreements, notices, receipts, tax documents, renewal notices, pricing notices, and other records electronically. You may download or print the version presented to you.

Onflay may preserve evidence reasonably necessary to establish the agreement and commercial terms, including the account and user, role, Commerce Mode, Subscription Plan, price, currency, billing interval, legal-document version, Pricing Page version, custom agreement or promotion identifier, acceptance timestamp, acceptance interface, IP or device metadata where lawful, and renewal or auto-replenishment authorization.

1.4 Eligibility and supported countries

You must be at least eighteen years old and legally capable of entering into a binding agreement. You may not use Onflay if prohibited by applicable law, sanctions, payment-network requirements, a Supported Payment Provider, or a prior Onflay suspension.

Buyer access may be offered wherever Onflay enables the relevant checkout. Creator, Supplier, and Developer accounts are currently considered for persons legally resident or organized in the United States, the Dominican Republic, or Colombia, subject to the applicable Commerce Mode and provider availability.

Country support does not guarantee account approval, eligibility for either Commerce Mode, the ability to process every Offering, or access to a particular payment, settlement, or Payout method. Activation and continued use depend on Onflay review, business type, provider configuration, requested capabilities, bank support, category, transaction size, tax requirements, sanctions, technical capability, applicable law, and risk.

1.5 Priority of documents and pricing sources

These Terms incorporate:

• the Privacy & Data Protection Notice;
• the Commerce, Safety & Refund Policy;
• the versioned Pricing Page applicable to the relevant enrollment, renewal, or transaction;
• product-specific Buyer disclosures displayed before purchase;
• a signed or affirmatively accepted custom agreement or order form;
• applicable promotion terms; and
• terms of a Supported Payment Provider, Payout provider, AI provider, or integration presented in the relevant flow.

If documents conflict:

1. mandatory law controls;
2. a signed or affirmatively accepted custom agreement or order form controls over general account or Pricing Page language for its subject matter;
3. account-specific pricing affirmatively accepted by the Creator controls over standard Pricing Page pricing;
4. applicable promotion terms control for the stated promotional period;
5. product-specific Buyer disclosures control for the applicable Order, without reducing mandatory rights or changing the disclosed seller;
6. the Commerce, Safety & Refund Policy controls for eligibility, fulfillment, safety, refunds, disputes, and minimum Buyer protections; and
7. these Terms control in other matters.

A dynamically updated Pricing Page does not retroactively alter a completed transaction, a current prepaid billing period, a signed custom agreement, a stated promotional period, or a confirmed Supplier Fee.

A Pricing Page may be updated without amending these Terms when the change concerns standard prices, plan names, features, limits, AI Credit allowances, AI usage rates, or Provider Costs within the framework of these Terms. Changes affecting an existing recurring charge remain subject to the notice, cancellation, and non-retroactivity requirements in Sections 9 and 23.

1.6 Language

English and Spanish versions are intended to have the same meaning. For business-to-business matters under Part C or Part D, the English version controls to the extent permitted by law if an irreconcilable inconsistency exists. Mandatory Spanish-language, local-language, and consumer-protection rights remain unaffected.

2. Definitions

• “Account” or “Workspace” means the Creator account and associated users, settings, records, and approved commercial configuration.
• “AI Credits” means limited contractual units used only to measure or obtain eligible AI Features. AI Credits are not money, legal tender, cryptocurrency, a bank balance, a deposit, escrow, a Payout balance, transferable property, a security, or stored funds available on demand.
• “AI Features” means Onflay functionality that uses artificial intelligence or machine-learning models to generate, transform, analyze, recommend, classify, or automate content or workflows.
• “Buyer” or “Customer” means the person or organization purchasing an Offering.
• “Commerce Mode” means the account-level commercial configuration approved by Onflay: Onflay-Managed Commerce or Creator-Managed Payments.
• “Creator” means a person or organization approved to use the Platform to publish or provide Offerings. In Onflay-Managed Commerce, the Creator also acts as the “Supplier.”
• “Creator-Managed Payments” means the Commerce Mode in which the Creator is the seller and Merchant of Record, contracts directly with the Buyer, and uses a Supported Payment Provider to process Creator Orders.
• “Creator Order” means a purchase contract directly between a Creator and a Buyer under Creator-Managed Payments.
• “Developer” means a Creator using Onflay’s API, SDK, webhooks, or another technical integration.
• “Included AI Credits” means AI Credits allocated as part of a Subscription Plan.
• “Listing” means information displayed about an Offering.
• “Managed Fee Base” means the total amount successfully processed for an Onflay-Managed Order, including Transaction Taxes and excluding discounts or credits applied before payment, unless a higher-priority accepted pricing source expressly provides a different base.
• “Managed Transaction Fee” means the fee charged for an Onflay-Managed Order under Section 23.
• “Merchant Proceeds” means amounts processed for a Creator Order and credited or settled to the Creator or its provider balance under the Supported Payment Provider’s terms. Merchant Proceeds are not Supplier Fees.
• “Offering” means an approved digital product, SaaS/software/API product, content membership, course, workshop, event, or non-regulated consulting service.
• “Onflay-Managed Commerce” means the Commerce Mode in which Onflay is the seller and Merchant of Record and the Creator supplies, licenses, operates, teaches, organizes, consults, or fulfills the Offering.
• “Onflay-Managed Order” means a purchase contract between Onflay and a Buyer under Onflay-Managed Commerce.
• “Order” means an Onflay-Managed Order or Creator Order, as identified at checkout and in the confirmation.
• “Platform” means Onflay’s websites, applications, dashboard, storefront tools, checkout interfaces, APIs, SDKs, webhooks, AI Features, analytics, integrations, communications, and related services.
• “Platform Subscription” means a recurring subscription for access to a Subscription Plan.
• “Platform Subscription Fee” means the recurring amount charged for a Platform Subscription, excluding separately disclosed taxes, usage charges, Purchased AI Credits, Provider Costs, and other add-ons.
• “Pricing Page” means a versioned Onflay page or Account screen that states the then-current prices, Managed Transaction Fees, Subscription Plans, included functionality, limits, AI Credit quantities or usage rates, and disclosed Provider Costs. The Pricing Page is incorporated into these Terms for the specific enrollment, renewal, transaction, or purchase to which it applies.
• “Provider Costs” or “Additional Provider Costs” means separately disclosed third-party financial-infrastructure costs described in Section 23.7.
• “Provider Settlement” means a settlement, transfer, or payout made by a Supported Payment Provider to a Creator for Merchant Proceeds. A Provider Settlement is not an Onflay Payout.
• “Purchased AI Credits” means AI Credits purchased separately from Included AI Credits.
• “Payout” means Onflay’s payment of an eligible Supplier Fee for Onflay-Managed Commerce to an approved destination.
• “Reserve” means an amount withheld from an estimated or payable Supplier Fee to cover reasonably anticipated liabilities associated with Onflay-Managed Commerce.
• “Subscription Plan” means a free, paid, standard, premium, custom, monthly, annual, promotional, or other plan governing Platform features, limits, support, and included usage.
• “Supplier Fee” means the amount Onflay contractually owes a Supplier for an Onflay-Managed Order after permitted deductions, adjustments, Reserves, refunds, disputes, taxes, fees, and Provider Costs.
• “Supported Payment Provider” means Stripe or another payment provider that Onflay approves for the applicable Commerce Mode, country, account, and transaction.
• “Transaction Taxes” means sales, use, value-added, goods-and-services, consumption, digital-services, and similar indirect taxes.
• “Content” means text, files, prompts, inputs, outputs, software, media, data, branding, documentation, and other material submitted to or made available through the Platform.

3. Dual commerce architecture and seller identification

3.1 Onflay-Managed Commerce

For an Onflay-Managed Order, the Buyer purchases from Onflay LLC. Onflay is the seller and Merchant of Record and:

• accepts the Buyer’s Order and receives the Buyer payment;
• appears as seller in checkout, confirmation, receipt, commercial support, and statement descriptors where supported;
• controls commercial checkout, billing, receipts, Transaction Taxes where applicable, cancellations, refunds, chargebacks, and payment disputes;
• provides first-line commercial payment support;
• calculates an estimated or payable Supplier Fee; and
• pays eligible Supplier Fees through an approved Payout method.

The Creator acts as Supplier, licensor, Developer, instructor, organizer, consultant, or fulfillment provider. The Creator is not the seller or Merchant of Record for that Onflay-Managed Order and must not separately invoice or collect payment from the Buyer for it.

3.2 Creator-Managed Payments

For a Creator Order, the Creator—not Onflay—is the seller and Merchant of Record. The Buyer contracts directly with the Creator. The Creator connects, authorizes, and maintains its own Supported Payment Provider account and is responsible for satisfying that provider’s merchant onboarding, payment, settlement, reserve, dispute, and compliance requirements.

Merchant Proceeds belong to or are settled for the Creator under the Supported Payment Provider’s terms. They are not Supplier Fees, are not held by Onflay as seller proceeds, and are not owed through an Onflay Payout.

Onflay provides white-label Platform technology that may include storefront, checkout-interface, API, subscription-management, entitlement, analytics, AI, integration, and administrative tools. Onflay is not identified as the seller, Merchant of Record, payment recipient, tax collector, invoice issuer, refund obligor, or primary commercial support provider for a Creator Order. Onflay’s commercial logo and seller identity are not displayed as part of the Creator-Managed checkout. A discreet privacy, security, technology-provider, or legally required attribution may appear where necessary and does not change the Creator’s seller status.

The Creator is solely responsible for seller disclosures, prices, taxes, invoices and receipts, recurring-payment compliance, cancellations, refunds, chargebacks, payment reversals, disputes, Buyer support, fulfillment, legal notices, licenses, registrations, and compliance for Creator Orders. Onflay may provide technical tools, evidence, routing, administrative assistance, minimum Buyer standards, or enforcement without becoming the seller or assuming the Creator’s payment or tax obligations.

3.3 Account-level Commerce Mode

One Account may have only one active Commerce Mode for new sales at a time. The active mode must be recorded in Onflay’s systems, affirmatively accepted by an authorized user, and approved by Onflay.

Eligibility may depend on country, legal entity, category, provider availability, risk, transaction size, tax requirements, sanctions, technical capability, and law. Access to a country or Platform feature does not create an unconditional right to either mode. Failure to qualify for one mode does not create automatic eligibility for the other, and a Creator may be ineligible for both.

3.4 Mode changes and legacy obligations

A Creator may request a Commerce Mode change at any time. A requested change does not take effect until Onflay approves it and completes the required acceptance, provider onboarding or connection, seller disclosures, tax configuration, risk review, and technical activation. Onflay may condition, defer, or deny a change under the same eligibility standards that apply to initial approval.

A mode change applies only to new Orders after its effective timestamp. Completed Orders, active disputes, refunds, taxes, Supplier Fees, Payouts, Merchant Proceeds, Provider Settlements, and existing Buyer subscriptions remain governed by the Commerce Mode and seller disclosed when the relevant transaction or subscription was formed.

An active Buyer subscription may not silently change seller or Merchant of Record. A migration requires any legally required notice, cancellation, refund, new enrollment or consent, provider configuration, and preservation of the original records and Buyer rights.

3.5 No wallet, deposit, or banking relationship

Supplier Fee estimates, Merchant Proceeds data, AI Credit balances, and other dashboard figures are contractual or informational records. Except where mandatory law provides otherwise, they are not deposits, bank accounts, escrow balances, funds held in trust, or interest-bearing accounts. Provider balances are governed by the Supported Payment Provider’s terms.

4. Accounts, security, and configuration

You must provide accurate, current, and complete information and promptly update changes affecting your identity, entity, country, tax status, Commerce Mode, Supported Payment Provider, payout or settlement destination, Offering, or risk profile.

You are responsible for activity under your Account and for securing passwords, one-time codes, API keys, devices, connected accounts, and administrator permissions. Notify Onflay promptly at support@onflay.com after suspected unauthorized access.

Accounts may not be sold, transferred, shared between unrelated businesses, or used to evade a restriction. An Account administrator is responsible for authorized-user access and for ensuring that persons accepting a Commerce Mode, Platform Subscription, custom price, or auto-replenishment authorization have authority.

The Dashboard must not be treated as controlling where it conflicts with the transaction-level record, accepted custom agreement, provider record, or mandatory law. Report a suspected billing, mode, rate, or ledger error promptly.

5. Supported use and incorporated commerce rules

Only the following commercial families are eligible:

1. SaaS, software, and API access;
2. digital products delivered electronically;
3. memberships and subscriptions to content or communities; and
4. courses, workshops, and non-regulated consulting services delivered online or in person.

Physical goods are not permitted. In-person delivery is permitted only for the service itself and does not authorize sales of merchandise or other physical products.

Detailed eligibility, prohibited activities, listing requirements, evidence rules, cancellation rules, and category-specific standards appear in the Commerce, Safety & Refund Policy. An Offering that does not fit an approved family is prohibited unless and until Onflay formally changes that policy.

6. Platform intellectual property, Creator Content, and AI licenses

Onflay and its licensors own the Platform, software, design, marks, documentation, models or model access rights, and materials created by or for Onflay. Subject to these Terms, Onflay grants you a limited, revocable, non-exclusive, non-transferable license to use the Platform for its intended purpose.

You retain ownership of Creator Content, inputs, and outputs to the extent you owned them before submission or acquire rights under applicable law and the applicable AI provider’s terms. Onflay does not claim ownership of every input or output.

You grant Onflay and its service providers a worldwide, non-exclusive, royalty-free license to host, reproduce, transmit, transform, display, analyze, secure, moderate, troubleshoot, and otherwise process Content as reasonably necessary to provide, support, protect, audit, and improve the Platform; comply with law; enforce these Terms; and maintain required records. This license does not authorize model training beyond the practice disclosed in the Privacy Notice and applicable AI-feature disclosure.

You represent that you have the rights and lawful basis necessary for Content submitted to the Platform. You may not reverse engineer, scrape, circumvent, disrupt, overload, or create unauthorized derivative works from the Platform, except where applicable law expressly permits it.

7. Stripe Connect, Supported Payment Providers, Didit, and other third parties

Onflay uses third parties for payment processing, connected-account onboarding, settlements and Payouts, identity and business verification, foreign exchange, communications, cloud hosting, tax support, AI Features, analytics, and integrations.

A Creator may be required to create, enroll, or connect an account with a Supported Payment Provider and accept that provider’s terms. Provider requirements and allocation of payment fees, refunds, disputes, negative balances, reserves, and settlement timing depend on the actual provider configuration and charge type.

The Platform and Creator must configure each transaction consistently with the disclosed seller and Merchant of Record. In Creator-Managed Payments, the Creator must satisfy provider requirements for merchant onboarding and may be required to use direct charges or another configuration in which the Creator is properly identified as Merchant of Record. In Onflay-Managed Commerce, Onflay must use a supported configuration consistent with Onflay being Merchant of Record.

Onflay and providers may exchange account, transaction, capability, compliance, tax, risk, dispute, settlement, and payout information as needed to provide and protect the services. A provider may reject, restrict, reserve, suspend, or terminate services independently. Onflay does not guarantee approval, availability, or uninterrupted performance of any provider, country, payment method, bank, model, capability, or Offering.

Onflay separately conducts identity and risk review through Didit or another approved provider. Provider onboarding and Onflay approval are independent. Passing one does not satisfy or guarantee the other.

8. Communications

You agree that Onflay may send transactional and relationship communications concerning orders, security, verification, taxes, payouts, legal updates, subscriptions, disputes, and account administration. Keep your email address current and review in-app notices.

Marketing communications are handled separately and may be opted out of as required by law. Opting out of marketing does not stop essential account, legal, security, or transactional messages.

9. Changes to these Terms, pricing, and features

9.1 Prospective legal and product updates

Onflay may update these Terms and incorporated documents prospectively for legal, regulatory, provider, security, product, operational, or commercial reasons. Each published version will state its version, publication date, and effective date.

9.2 Notice and reacceptance

For material changes affecting Creators or Developers—including Commerce Mode, accepted pricing, recurring charges, refund responsibility, Provider Costs, Payouts, Reserves, AI Credit rules, indemnity, dispute resolution, or API obligations—Onflay will provide reasonable advance notice unless an urgent legal, sanctions, security, fraud, or provider requirement makes shorter notice necessary.

Unless applicable law or Onflay expressly requires separate affirmative acceptance, your continued access to or use of the Platform after the effective date of an updated version constitutes your acceptance of the updated Terms and incorporated documents. If you do not agree to an update, you must stop using the affected Services and may close your Account before the update takes effect, subject to obligations that survive or remain governed by an earlier version.

Onflay may require separate affirmative electronic reacceptance for a particular change and will do so where required by applicable law. If required and not provided by the effective date, Onflay may restrict future sales, renewals, publication, API commerce, purchases, or configuration changes while preserving access reasonably needed to review records, cancel future renewals, export available data, resolve obligations, and close the Account.

9.3 No improper retroactivity

A later version does not retroactively rewrite a completed Order, transaction-level fee snapshot, current prepaid Platform Subscription period, stated promotion period, matured and undisputed Supplier Fee, or dispute governed by an earlier version.

Corrections remain permitted for manifest calculation errors, duplicate entries, fraud, reversals, refunds, chargebacks, tax adjustments, provider reconciliations, and other adjustments authorized by the agreement in effect when the relevant event occurred.

9.4 Feature and limit changes

Onflay may prospectively change or discontinue features, models, providers, limits, or plan packaging. For a material reduction to a paid feature during a prepaid period, Onflay will provide the remedy required by the applicable plan terms, agreement, or mandatory law. This clause does not promise continued availability of any particular AI model or integration.

10. Suspension, nonpayment, and termination

Onflay may investigate and restrict, suspend, or terminate an Account, Offering, checkout, Commerce Mode, Platform Subscription, AI Feature, API credential, Payout, or other capability when reasonably necessary for:

• violation of these Terms or the Commerce, Safety & Refund Policy;
• fraud, sanctions, money laundering, security, or payment risk;
• excessive refunds, disputes, negative balances, or unpaid invoices;
• inaccurate or incomplete verification;
• a provider, bank, network, regulator, court, or legal requirement;
• danger to Buyers, users, Onflay, or the public; or
• misuse of AI Features or AI Credits.

Where lawful and reasonably possible, Onflay will provide notice and an opportunity to respond. Immediate action may be taken when delay could increase harm or violate law or a provider requirement.

You may close your Account using the available process or by contacting support. Closing an Account or cancelling a Platform Subscription stops only future activity specified in the confirmation. It does not eliminate existing Orders, Buyer subscriptions, refunds, disputes, tax obligations, Reserves, Provider Costs, negative balances, records, or amounts owed.

Treatment of Included AI Credits and Purchased AI Credits at suspension or closure is governed by Section 23.16, the applicable Pricing Page, and mandatory law. Onflay may preserve limited access to records and cancellation functions after commercial suspension.

11. General and AI-specific disclaimers

The Platform is provided on an “as available” basis. Onflay does not guarantee uninterrupted operation, provider availability, Buyer demand, commercial results, or suitability for a particular purpose.

AI Features are assistive. Outputs may be inaccurate, incomplete, biased, duplicative, offensive, infringing, deceptive, or otherwise legally problematic. You must review and approve outputs before publishing or relying on them. Onflay does not guarantee factual accuracy, uniqueness, intellectual-property clearance, commercial performance, or regulatory compliance. AI output is not legal, medical, financial, tax, or other regulated professional advice.

These disclaimers do not limit mandatory consumer warranties, Onflay’s express obligations as seller for an Onflay-Managed Order, liability that cannot lawfully be excluded, or rights expressly granted elsewhere.

12. General limitation of liability

To the maximum extent permitted by law, Onflay and its affiliates will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost opportunity, loss of goodwill, or loss of data.

For a Buyer claim concerning an Onflay-Managed Order, Onflay’s aggregate contractual liability will not exceed the amount paid to Onflay for the affected Order, except where mandatory law requires otherwise. For a Creator Order, Onflay is not the seller; any Onflay liability concerns only its own Platform services and does not displace the Creator’s seller obligations.

For a Creator or Developer claim, Onflay’s aggregate liability will not exceed the greater of US$100 or the total Managed Transaction Fees and Platform Subscription Fees retained from that Creator or Developer during the twelve months preceding the event giving rise to the claim.

These limits do not apply to liability that cannot lawfully be limited, or to a party’s fraud, willful misconduct, payment obligations, indemnification obligations, infringement, or breach of confidentiality.

13. General legal terms

If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Failure to enforce a provision is not a waiver. These Terms are the complete agreement concerning their subject matter, except for an expressly incorporated written agreement.

You may not assign these Terms without Onflay’s written consent. Onflay may assign them in connection with a merger, financing, reorganization, sale of assets, or transfer to an affiliate.

Neither party is liable for delay caused by events beyond reasonable control, except for payment obligations and reasonable business-continuity duties.

Sections that by their nature should survive— including payment, tax, reserves, refunds, disputes, intellectual property, confidentiality, indemnity, limitations, and records—survive termination.

Part B — Buyer Terms

14. Order formation and identification of the seller

A Listing is an invitation to place an order. An Order is accepted when the applicable seller confirms successful payment and sends a confirmation, unless promptly cancelled for error, fraud, legal restriction, unavailability, or another permitted reason.

Before authorization, checkout and the confirmation must identify:

• whether the Order is an Onflay-Managed Order or Creator Order;
• the legal seller and Merchant of Record;
• the Creator or Supplier responsible for fulfillment;
• the Offering;
• the final price, currency, billing frequency, and applicable Transaction Taxes;
• delivery or performance information;
• renewal and cancellation terms, if recurring;
• refund information; and
• applicable legal and product-specific terms.

For an Onflay-Managed Order, the seller is Onflay LLC. For a Creator Order, the seller is the Creator identified at checkout. Platform branding, a hosted interface, or Onflay technical support does not change the disclosed seller.

15. Price, payment, currency, taxes, and receipts

15.1 Onflay-Managed Orders

The binding currency and amount are those displayed by Onflay before authorization. Onflay receives payment as seller, provides or arranges the receipt, and calculates or collects Transaction Taxes where required and operationally supported.

A Buyer’s bank, issuer, wallet, or provider may independently apply conversion, foreign-transaction, or other charges. A refund in the transaction currency may produce a different local-currency amount because of exchange movement or third-party fees.

15.2 Creator Orders

The Creator determines and is legally responsible for the Creator Order’s price, currency, tax treatment, invoice, and receipt, subject to Onflay minimum standards and provider capabilities. The Supported Payment Provider processes payment for the Creator. Onflay may display or route information without receiving Merchant Proceeds as seller.

The Creator must not represent that Onflay collects or remits the Creator’s taxes, funds refunds, guarantees settlement, or is the Merchant of Record unless an applicable Onflay-Managed Order expressly says so.

15.3 Errors and unauthorized charges

A seller may correct an obvious pricing or configuration error before fulfillment and may cancel and refund the Order where appropriate. Duplicate or unauthorized charges must be investigated promptly. Nothing limits payment-reversal, chargeback, withdrawal, or refund rights that cannot lawfully be waived.

16. Delivery and access

16.1 Digital products

Digital products are delivered by download, link, email, account access, or another disclosed method. You receive only the license stated in the Listing or product-specific terms. Unless expressly permitted, you may not redistribute, resell, publicly share, sublicense, scrape, or commercially exploit the product.

16.2 SaaS, software, API, memberships, and subscriptions

The Creator or Supplier operates the product and provides technical fulfillment. Access may depend on a separate Creator account and compliant use. For an Onflay-Managed Order, Onflay handles commercial billing, cancellation routing, and refunds while the Supplier handles product functionality and technical support. For a Creator Order, the Creator handles billing, cancellation, refunds, and customer support through its Supported Payment Provider, while Onflay may provide technical tools and minimum standards without becoming seller.

16.3 Courses, workshops, and consulting

The Listing must state whether delivery is recorded, live remote, or in person. You must provide accurate contact and scheduling information, arrive on time, and follow reasonable safety and conduct rules.

In-person services may use an authenticated ticket, one-time QR code, OTP, check-in, attendance record, and post-service confirmation. Those records help establish fulfillment but do not eliminate mandatory rights or automatically determine a refund or chargeback.

17. Buyer subscriptions and recurring billing for Offerings

This Section governs recurring Buyer subscriptions to Offerings. A Creator’s Platform Subscription is governed separately by Section 23.13.

17.1 Disclosures and affirmative authorization

Before enrollment, checkout must clearly and conspicuously disclose the seller, price and currency, taxes, billing interval, first charge date, renewal terms, trial conversion, minimum commitment or early-cancellation charge, included access and limits, cancellation method, access after cancellation, refund treatment, and material restrictions.

The Buyer must affirmatively authorize recurring charges. Silence, continued browsing, a hidden term, an unrelated acceptance, or a preselected paid option is insufficient.

17.2 Seller responsibilities by Commerce Mode

For an Onflay-Managed Buyer subscription, Onflay controls recurring billing, receipts, cancellation routing, refunds, and payment disputes, while the Supplier provides the Offering and technical fulfillment.

For a Creator-Managed Buyer subscription, the Creator controls and is responsible for recurring billing terms, notices, taxes, receipts, cancellation, refunds, and disputes, using the Supported Payment Provider. Onflay may provide subscription-management tools and minimum standards without becoming seller.

17.3 Renewals, trials, and price changes

Unless cancelled, renewals may be charged at the agreed interval. Trials must disclose duration, paid-conversion date and amount, material limitations, and how to cancel before conversion.

A material increase applies prospectively after reasonable advance notice stating the new price and affected renewal, with an opportunity to cancel. It may not alter a prepaid period or stated promotional rate. Any additional reminder, renewal notice, or consent required by applicable law must be provided.

17.4 Cancellation and access

A straightforward self-service cancellation method must be available. A valid cancellation stops future renewals and ordinarily leaves access through the current paid period unless a refund, nonpayment, fraud, security issue, policy violation, or mandatory law requires otherwise. Cancellation does not automatically create a prorated refund.

17.5 Failed payments, unpublishing, and migration

The responsible seller or provider may retry failed payments, issue notices, provide a disclosed grace period, suspend access, or cancel after unresolved nonpayment. Unpublishing stops new sales but does not automatically cancel existing subscriptions or eliminate obligations.

An active subscription may not silently migrate between sellers or Commerce Modes. Any migration must follow Section 3.4.

18. Buyer refunds, cancellations, reversals, and disputes

The Commerce, Safety & Refund Policy governs procedures and minimum standards. Mandatory law controls.

For an Onflay-Managed Order, Onflay has authority to approve, deny, fund, or process a full or partial refund and to manage chargebacks and payment disputes. The Supplier must cooperate and may not independently refund outside the approved process unless Onflay authorizes it.

For a Creator Order, the Creator controls and funds refunds and disputes, subject to mandatory law, provider rules, and Onflay minimum standards. The Supported Payment Provider normally processes the refund or reversal. Onflay may provide tools, evidence, routing, or administrative assistance but does not become obligated to fund the Creator’s refund.

Buyers should contact the disclosed seller before filing a chargeback when reasonably possible. This does not waive any right to contact a financial institution, Pro Consumidor, the Colombian Superintendencia de Industria y Comercio, the FTC, a state authority, or another competent body.

19. Buyer conduct

You must not:

• use an unauthorized payment method;
• provide false information;
• obtain or distribute an Offering unlawfully;
• harass a Supplier, attendee, or Onflay employee;
• interfere with a workshop, course, consultation, community, SaaS, or API;
• misuse a ticket or QR code;
• share paid access beyond permitted users; or
• engage in fraud, chargeback abuse, or unlawful activity.

Onflay may revoke Platform access, cancel an Onflay-Managed Order, restrict an Account, or require the Creator to cancel or remediate a Creator Order for a serious violation, subject to mandatory rights and Onflay’s technical and legal authority.

20. Buyer rights and complaints

Nothing in these Terms excludes mandatory rights under the law applicable to the Buyer. This includes rights concerning accurate information, fair contract terms, electronic commerce, recurring billing, nonconforming services, cancellation, refunds, privacy, and access to consumer authorities.

• United States: Buyers retain applicable federal and state consumer rights, including rules governing clear recurring-payment disclosures, authorization, cancellation, deceptive practices, and electronic records.
• Dominican Republic: Buyers retain rights under Ley No. 358-05 and other applicable rules. Where applicable, Dominican consumers may submit complaints to Pro Consumidor.
• Colombia: Buyers retain applicable rights under Ley 1480 de 2011 and related electronic-commerce rules, including statutory withdrawal rights where available and payment-reversal rights for qualifying electronic transactions involving fraud, an unauthorized transaction, non-delivery, material nonconformity, or defects. Statutory exceptions and deadlines continue to apply.

For support, cancellation, or a complaint, contact support@onflay.com. Contacting Onflay does not prevent a Buyer from contacting a competent bank, consumer, privacy, or judicial authority.

21. Buyer governing law

These Terms are generally governed by Wyoming law, without regard to conflict-of-law rules. However, a consumer retains any mandatory protections and non-waivable forums under the law applicable to the consumer, including applicable laws of a U.S. state, the Dominican Republic, or Colombia.

Part C — Creator / Supplier Agreement

22. Commerce Mode appointment, approval, and commercial authority

22.1 Mode selection and approval

You must select a requested Commerce Mode, provide requested information, and affirmatively accept the mode-specific terms. Onflay may approve, condition, defer, or reject the request. Approval may be limited by country, entity, category, volume, ticket size, provider, tax configuration, risk, or other disclosed operational criteria.

A special rate or mode offered to another Creator does not create equal eligibility. Failure to qualify for one mode does not establish eligibility for the other.

22.2 Onflay-Managed supplier appointment

For Onflay-Managed Commerce, you appoint Onflay as non-exclusive authorized reseller of approved Offerings and agree to supply, license, teach, organize, consult, or fulfill them for Onflay’s Buyers.

You grant Onflay a worldwide, non-exclusive, royalty-free license during the relationship to display, market, resell, host, transmit, deliver, demonstrate, and preserve your Content as reasonably required for sales, fulfillment, support, safety, tax, refund, dispute, fraud, and legal records. “Royalty-free” means no separate license royalty is due beyond the Supplier Fee.

You submit a suggested retail price. Onflay may determine the final Buyer price, discounts, tax presentation, rounding, or correction consistent with its role as seller. You may not separately invoice or collect for an Onflay-Managed Order.

22.3 Creator-Managed platform relationship

For Creator-Managed Payments, Onflay grants you access to Platform technology. You retain seller authority and responsibility for Creator Orders. You authorize Onflay to transmit payment and order instructions to the Supported Payment Provider, display your seller information and policies, administer subscriptions and webhooks, calculate Platform charges, and take platform-safety action.

Onflay does not acquire title to the Offering, resell it, or owe Merchant Proceeds as a Supplier Fee. You must ensure that your legal name, contact information, refund policy, tax disclosures, and Merchant-of-Record identity are accurate and prominent.

22.4 Prospective mode changes

Mode changes follow Section 3.4 and require Onflay approval. Onflay may require a new provider account, revised Listing, tax configuration, acceptance, or new Buyer enrollment. Historical records must preserve the original mode and seller.

23. Pricing, Provider Costs, Platform Subscriptions, and AI Credits

23.1 Applicable pricing and document priority

The price or rate applicable to an Account, transaction, subscription, AI Credit purchase, or other paid service is determined in this order:

1. a signed or affirmatively accepted custom agreement or order form;
2. account-specific pricing affirmatively accepted in the Account;
3. applicable promotion terms; and
4. the versioned Pricing Page applicable when the transaction occurred, the Platform Subscription enrolled or renewed, or the AI Credit purchase was authorized.

The Pricing Page may state exact prices, Managed Transaction Fees, plan names, billing intervals, features, limits, Included AI Credits, AI usage rates, Purchased AI Credit packages, and Provider Costs. Those commercial details do not need to be repeated in these Terms. Onflay may change standard Pricing Page terms prospectively, but a later version does not retroactively change a completed transaction, current prepaid period, accepted promotion, or custom agreement.

Onflay may offer negotiated, promotional, nonprofit, accelerator, strategic-partner, volume, introductory, bundled, waived, credited, or custom pricing. A special rate offered to one Account does not create an entitlement for another Account.

23.2 Managed Transaction Fees

A Managed Transaction Fee applies only to Onflay-Managed Orders. The percentage rate, fixed amount, minimum charge, plan-specific reduction, and other calculation terms are the amounts shown in the controlling Pricing Page or higher-priority pricing source before the applicable sale.

Onflay-Managed Commerce may include a free Platform plan with a higher Managed Transaction Fee and optional paid Platform plans with lower Managed Transaction Fees, additional features, Included AI Credits, or expanded limits. Availability and exact economics are governed by the controlling Pricing Page.

Onflay does not charge a transaction fee, platform application fee, commission, or percentage of the value of Creator Orders in Creator-Managed Payments. A Platform Subscription Fee, Purchased AI Credit charge, or separately authorized AI usage charge is not a Creator Order transaction fee.

23.3 Managed Fee Base

Unless a higher-priority accepted pricing source expressly provides a different calculation, the Managed Fee Base is the total amount successfully processed for the Onflay-Managed Order, including Transaction Taxes and excluding discounts or credits applied before payment.

Including Transaction Taxes in the Managed Fee Base does not characterize those taxes as Onflay revenue.

• A successfully processed partial payment is assessed when processed.
• A failed or declined charge does not generate a Managed Transaction Fee.
• Duplicate or erroneous fees may be corrected.
• Credits applied before payment reduce the Managed Fee Base; credits applied afterward follow their stated terms.
• Refunds, reversals, disputes, and later tax adjustments are handled under Section 23.5.

23.4 Limited standard card-processing inclusion

For eligible Onflay-Managed card transactions processed through Onflay’s supported standard Stripe configuration, the standard domestic card-processing cost identified on the Pricing Page may be included in the applicable Managed Transaction Fee.

This limited inclusion does not cover international-card surcharges, cross-border processing, foreign exchange, alternative payment methods, refund-related provider costs, disputes, chargebacks, network assessments, Payouts, instant Payouts, receiving or intermediary bank charges, or other Provider Costs unless the Pricing Page expressly says otherwise.

In Creator-Managed Payments, the Creator’s Supported Payment Provider charges the Creator directly or deducts costs from the Creator’s provider balance. Onflay does not include, absorb, reimburse, or guarantee those costs.

23.5 Refunds, reversals, disputes, and fee treatment

A refund, reversal, chargeback, tax refund, or dispute may reduce the Supplier Fee and may create adjustments or a negative balance.

The Managed Transaction Fee is earned when an Onflay-Managed sale is successfully processed. Except where mandatory law or a higher-priority accepted pricing source expressly provides otherwise, neither its percentage component nor its fixed component is refunded or reversed solely because the Order is later fully or partially refunded, reversed, disputed, or charged back.

Onflay will correct duplicate fees and manifest calculation errors. Onflay may grant a discretionary fee credit without creating an obligation to grant the same treatment in another case. Provider Costs not returned by the applicable third party remain chargeable where disclosed and legally permitted.

23.6 Supplier Fee calculation

An estimated Supplier Fee is generally calculated as:

amount attributable to the Onflay-Managed Order
– Managed Transaction Fee
– refunds, reversals, chargebacks, and related losses
– applicable Transaction Taxes, withholding, or tax adjustments
– Provider Costs
– Reserves, setoff, and other permitted adjustments
= estimated or payable Supplier Fee

Dashboard figures remain provisional until payment settles, fulfillment and risk review are complete, applicable claims periods and provider reconciliation are considered, and adjustments are posted.

23.7 Additional Provider Costs

Provider Costs may include international-card and cross-border surcharges; cross-border transfers; Payout and instant-Payout costs; foreign-exchange spreads and conversion charges; alternative payment-method charges; refund-related provider costs; disputes, chargebacks, network assessments, or fines attributable to the Creator; receiving-bank, correspondent-bank, and intermediary-bank charges; returned-payment charges; provider account costs; and other third-party financial-infrastructure costs identified before charge or deduction.

For Onflay-Managed Commerce, the Creator economically bears applicable Provider Costs. Onflay may deduct them from Supplier Fees, Reserves, or other amounts payable, or add them to a negative balance. Payout costs are deducted before funds are sent. Onflay may use a reasonable estimate and later reconcile it to the provider’s actual charge.

For Creator-Managed Payments, Provider Costs are imposed and administered by the Creator’s Supported Payment Provider or financial institutions and are normally charged directly to the Creator or deducted from the Creator’s provider balance. Onflay does not recover those costs from Creator Orders.

Onflay does not add a hidden markup to Provider Costs. If Onflay later introduces a separate administrative or service charge related to provider infrastructure, it must be separately named, prospectively disclosed, and affirmatively accepted through a controlling pricing source.

23.8 Transaction-level pricing record

Onflay may preserve the Account ID, Commerce Mode, seller, Pricing Page version, custom agreement or promotion identifier, percentage and fixed rates, Managed Fee Base, tax-in-base treatment, Provider Costs, Managed Transaction Fee, Supplier Fee, currency, timestamps, and subsequent adjustments for each Onflay-Managed transaction.

A completed transaction is not repriced by a later Pricing Page version. Corrections are limited to manifest error, duplicate entry, fraud, refund, reversal, chargeback, tax adjustment, or provider reconciliation authorized by the agreement applicable to the transaction.

23.9 Creator-Managed Merchant Proceeds and zero Onflay transaction fee

For Creator-Managed Payments, Merchant Proceeds are processed and settled under the Creator’s Supported Payment Provider terms. Onflay does not hold those proceeds as seller, does not owe them as a Supplier Fee, and does not promise a Provider Settlement date. Provider reserves, offsets, negative balances, holds, conversion, fees, and settlement timing are governed by the Creator-provider relationship.

Onflay charges no transaction fee, platform application fee, commission, or percentage of Creator Order value. The Creator remains responsible for all provider and financial-institution fees. Onflay may separately charge only the Platform Subscription Fees, Purchased AI Credit charges, or authorized AI usage charges accepted under this Section.

23.10 Optional Platform Subscription plans

Platform Subscriptions are optional in both Commerce Modes unless the Creator affirmatively selects a paid plan or accepts a custom agreement that states otherwise. Onflay may maintain a free plan and may offer monthly, annual, premium, promotional, custom, or future higher-tier plans.

The controlling Pricing Page states each plan’s price, billing interval, Commerce Mode availability, features, limits, support, team access, integrations, Managed Transaction Fee where applicable, Included AI Credits, and other plan-specific terms. Exact plan details are intentionally maintained outside these Terms so Onflay can introduce, discontinue, repackage, rename, or change standard plans prospectively without amending these Terms each time, subject to Sections 9 and 23.13.

23.11 Platform Subscription enrollment and records

Before charging a Platform Subscription, Onflay will clearly disclose the price, currency, applicable taxes, billing interval, first charge date, renewal terms, trial or promotion, post-promotion price, included functionality, material limits, Included AI Credits, cancellation method, refund treatment, nonpayment consequences, and price-change treatment.

Enrollment requires separate affirmative authorization. Onflay may preserve the Account, authorized user, plan, price, currency, interval, legal version, Pricing Page version, timestamp, interface, promotion, and renewal authorization.

23.12 Renewal, cancellation, annual plans, plan changes, and nonpayment

A Platform Subscription renews automatically until cancelled where clearly disclosed and authorized. A straightforward self-service method will stop future renewals and provide confirmation. Cancellation ordinarily preserves access through the current paid period.

Monthly and annual subscriptions are non-refundable and non-proratable after the applicable charge, except where mandatory law, a duplicate or unauthorized charge, an Onflay billing error, an accepted promotion or custom agreement, or a remedy expressly granted by Onflay requires otherwise. Cancelling an annual plan stops the next renewal but does not automatically refund the unused portion of the current annual term.

Upgrades may take effect immediately with any disclosed prorated charge. Downgrades ordinarily take effect at the next renewal. The controlling Pricing Page or Account flow will disclose the effective timing, proration, limits, and effect on Included AI Credits.

After a failed payment, Onflay may give notice, retry through the payment provider, provide a grace period, limit features, suspend, or terminate the Platform Subscription. Ending the Platform Subscription does not eliminate existing Order, tax, refund, dispute, settlement, recordkeeping, or payment obligations.

23.13 Platform Subscription price and plan changes

Onflay may change standard plan prices, features, limits, Included AI Credits, or packaging prospectively by publishing a new Pricing Page version.

For new enrollments, the new Pricing Page applies when effective. For an existing paid subscriber, a price increase applies only to a future renewal after clear advance notice stating the new price, the affected renewal, and a straightforward cancellation method. Onflay will provide at least the minimum notice required by applicable law and will not alter a current prepaid period or a stated promotional or grandfathered period.

A materially reduced paid feature during a prepaid period will receive the remedy required by the accepted plan, custom agreement, or mandatory law. A Pricing Page change does not create an unaccepted recurring charge.

23.14 AI Features and provider practices

AI Features may help create or improve Listings, descriptions, images, marketing, recommendations, analytics, or workflows. The Creator remains responsible for reviewing and approving all output and for the lawfulness, accuracy, safety, and use of inputs and outputs.

AI Features may not be used for unlawful, infringing, deceptive, discriminatory, abusive, prohibited, or unsupported regulated purposes. Onflay may change models, providers, limits, metering, or features and may interrupt or discontinue availability.

Onflay and its AI providers may process prompts, inputs, outputs, files, metadata, and feedback to provide the requested feature, maintain security, prevent abuse, troubleshoot, support users, evaluate quality, and improve Onflay’s services. Onflay does not use Creator inputs or outputs to train an Onflay general-purpose model unless that materially different practice is separately disclosed before the relevant use. A third-party provider’s retention or model-improvement practice depends on the feature, provider contract, and configuration disclosed in the Privacy Notice or feature interface. Users must not submit sensitive, regulated, or third-party confidential data unless the feature expressly supports it and the user has lawful authority.

23.15 Nature and use of AI Credits

AI Credits are limited, closed-loop contractual usage units usable only for eligible Onflay AI Features. They are not money, deposits, escrow, Payout balances, securities, cryptocurrency, transferable financial value, or general stored value.

AI Credits have no cash-redemption value except where mandatory law requires otherwise; do not earn interest; cannot be transferred between unrelated Accounts; cannot purchase Creator Offerings; and cannot satisfy taxes, Supplier Fees, Payouts, Provider Costs, chargebacks, or other financial obligations. Onflay may impose fraud, abuse, sanctions, security, Account, purchase, and usage controls.

23.16 Included and Purchased AI Credits

The exact Included AI Credit allowance and Purchased AI Credit packages, prices, taxes, eligible features, and consumption rates are stated on the controlling Pricing Page or Account purchase screen.

Included AI Credits are allocated by the applicable plan, ordinarily reset at the end of each monthly usage cycle, do not roll over, have no separate cash value, and end when the associated plan ends. Annual plans may receive Included AI Credits in monthly allocations.

Purchased AI Credits remain available while the Account is active and in good standing and do not expire unless a different rule is clearly disclosed before a future purchase and is legally permitted. A later expiration rule does not apply retroactively to previously purchased credits. Purchased AI Credits are not refundable after consumption. Unused Purchased AI Credits are refundable only where mandatory law requires, for a duplicate or unauthorized purchase, because of an Onflay billing error, or under an express package or Account remedy.

The maximum Purchased AI Credit balance and any purchase, daily, monthly, or Account limits are those disclosed on the controlling Pricing Page or Account purchase screen. Onflay may change those limits prospectively for legal, fraud, security, provider, or product reasons.

If an AI operation produces no usable output because of an Onflay or provider technical failure, timeout, duplicate deduction, or other verified system error, the applicable Credits will be restored. Credits are not automatically restored solely because a user dislikes a completed output, submits a defective or unsupported request, cancels after material processing begins, or violates applicable rules. Onflay may provide discretionary adjustments.

During a temporary fraud, security, sanctions, payment, or compliance suspension, Purchased AI Credits may be frozen. Included AI Credits end with the applicable plan. Voluntary Account closure does not automatically create a refund. If Onflay permanently discontinues Purchased AI Credits or terminates an Account without Creator breach, Onflay may provide a reasonable use-down period, replacement functionality, or a refund of eligible unused Purchased AI Credits. Fraudulently obtained or abused Credits may be cancelled where legally permitted.

23.17 AI Credit consumption, on-demand usage, and auto-replenishment

The Pricing Page or Account will disclose which AI Features consume Credits, the quantity or calculation method, relevant variables such as model, quality, size, duration, tokens, or complexity, when consumption occurs, applicable estimates and rate limits, and the treatment of failed, cancelled, incomplete, or policy-blocked operations.

After Included AI Credits are consumed, a Creator may purchase additional Credits or enable separately authorized on-demand auto-replenishment where available. Auto-replenishment is optional and requires an unchecked, separate affirmative authorization identifying the balance or usage trigger, package or purchase amount, currency and taxes, maximum frequency or spending limit, payment method, cancellation method, and transaction confirmation.

The Creator may disable auto-replenishment through the Account without cancelling the Platform Subscription. A change to the trigger, amount, or spending limit requires new authorization when required by law or when the change would increase the Creator’s financial commitment.

24. Supported countries, payment-provider onboarding, identity verification, and tax documentation

24.1 Basic screening, country eligibility, and mode-specific approval

Before selling, you must provide accurate identity, residence, country, business, social-presence, category, and Offering information and pass Onflay’s initial review.

Creator Accounts are currently limited to individuals legally resident, or entities validly organized, in the United States, the Dominican Republic, or Colombia. Availability remains subject to the requested Commerce Mode, Supported Payment Provider availability, payout or settlement rails, category, transaction profile, sanctions, tax requirements, technical capability, and Onflay approval. Onflay may request evidence of residence, formation, tax registration, authority to act, beneficial ownership, and an approved payout or provider-settlement destination. A supported country does not create a right to either Commerce Mode, and ineligibility for one mode does not establish eligibility for the other.

Onflay may reject or suspend an application that uses a false country, nominee, unrelated bank account, mailbox, shell entity, or other arrangement to obtain access or misstate the responsible merchant or payee.

24.2 Supported Payment Provider onboarding and continuing requirements

You must complete the payment-provider onboarding, connection, configuration, and acceptance flow assigned to your approved Commerce Mode. Stripe Connect may be used in different configurations depending on the mode, country, service agreement, charge type, controller allocation, and product capability. Another Supported Payment Provider may be used only when Onflay enables it.

For Onflay-Managed Commerce, a connected account or other provider profile may be required to support compliance, transfers, or Payouts to the Supplier; it does not make the Creator the seller of an Onflay-Managed Order. For Creator-Managed Payments, the Creator must establish or connect the provider account through which it acts as seller and Merchant of Record, accept the provider’s merchant terms, and maintain the capabilities needed to receive Merchant Proceeds, issue refunds, and address disputes.

Depending on the mode and provider, Onflay or the provider may require:

• legal name, date of birth, address, phone, and government identification;
• business name, formation, registration, and tax information;
• representatives, directors, executives, and beneficial owners;
• bank account, payout destination, or provider-settlement information;
• business website, product, seller disclosures, and expected activity; and
• additional documents or explanations when requirements change or thresholds are reached.

You must keep this information accurate and complete. A Supported Payment Provider may update requirements, request reverification, restrict capabilities, pause charges, transfers, Provider Settlements, or Payouts, or require a new account after a country, entity, ownership, or configuration change. Provider approval does not constitute Onflay approval, and Onflay approval does not guarantee provider approval or continued service.

24.3 Independent Onflay and Didit verification

After the first qualifying successful sale—or earlier when reasonably required by law, sanctions, fraud, risk, transaction size, category, country, or a provider requirement—Onflay may require separate identity, business, or risk verification through Didit or another approved provider in either Commerce Mode.

Verification may include a government identity document, liveness and face match, address, business information, beneficial ownership, sanctions screening, document validity, tax information, and ownership of a payout or settlement destination. Onflay may pause publication, checkout, mode activation, integrations, or other functionality while verification or a compliance request remains incomplete.

Approval by a Supported Payment Provider does not constitute approval by Didit or Onflay. Approval by Didit or Onflay does not activate provider capabilities or replace the provider’s requirements.

24.4 Managed Payout eligibility and Creator-Managed Provider Settlements

For Onflay-Managed Commerce, no Supplier Fee is eligible for a first Payout until:

• required provider capabilities are active and no blocking requirement applies;
• Onflay/Didit identity or business verification is currently valid;
• the Payout destination and beneficiary are approved;
• required tax documentation is valid;
• the applicable Creator or Supplier agreement and provider terms are accepted;
• no sanctions, fraud, Reserve, negative-balance, provider, or manual hold applies; and
• any other reasonable compliance request is completed.

A displayed Managed balance or expected Payout date does not override these requirements.

For Creator-Managed Payments, Merchant Proceeds are not Supplier Fees, and a Provider Settlement is not an Onflay Payout. Settlement eligibility, timing, reserves, holds, and negative balances are governed primarily by the Supported Payment Provider’s terms. Onflay may nevertheless restrict Platform functionality, require remediation, or suspend the Commerce Mode when the Creator or provider account does not satisfy Onflay standards.

24.5 U.S. tax certifications, withholding, and reporting

Onflay may require the tax certification it reasonably determines is appropriate for Supplier Fees, Payouts, Platform charges, reporting, withholding, or other legally relevant payments, including:

• Form W-9 for a U.S. person;
• Form W-8BEN for a foreign individual, including an eligible individual in the Dominican Republic or Colombia;
• Form W-8BEN-E for a foreign entity, including an eligible entity organized in the Dominican Republic or Colombia; or
• another applicable IRS form for a special status or income classification.

Onflay may use an electronic substitute form and electronic-signature process permitted by applicable rules. You must review prefilled information, sign through the authorized process, promptly correct inaccurate information, and recertify when requested.

Onflay may report payments, issue tax statements, deduct or withhold taxes, and provide information to tax or other authorities where required. You are not entitled to a gross-up for required withholding unless Onflay expressly agrees in writing. In Creator-Managed Payments, the Creator remains responsible for its own merchant tax collection, invoicing, reporting, and direct-tax obligations even if Onflay receives limited provider data or charges a Platform Subscription Fee.

24.6 Local tax identifiers and Creator taxes

Onflay and its providers may request identifiers and evidence relevant to the Creator, Supplier, Merchant, Payout recipient, or provider-settlement recipient, including:

• SSN, EIN, or ITIN, as applicable, for the United States;
• cédula, RNC, or other applicable registration for the Dominican Republic; and
• cédula, NIT, RUT, or other applicable registration for Colombia.

You are solely responsible for determining and paying your own income, corporate, employment, social-security, business-registration, licensing, and similar direct obligations. In Creator-Managed Payments, you are also responsible for transaction-tax registration, calculation, collection, invoicing, filing, and remittance to the extent applicable to Creator Orders.

Onflay’s collection of Transaction Taxes for Onflay-Managed Orders, provider onboarding, or Didit verification does not register you, file your income-tax return, or replace your obligations to the IRS, DGII, DIAN, or another authority. Onflay does not promise that you may operate without a tax number, company, professional license, registration, or local filing.

25. Payouts, Provider Settlements, delays, and Reserves

25.1 Onflay Payout schedule

This subsection applies only to Onflay-Managed Commerce. The first Payout is normally scheduled no earlier than fourteen days after the first successful transaction and only after eligibility requirements are satisfied. Later default cycles may be seven, fourteen, or twenty-one days as displayed. A schedule is an estimate, not a guaranteed payment date.

25.2 Eligibility and delays

Onflay may delay a Supplier Fee or Payout pending payment settlement, fulfillment, event completion, expiration of a claim window, KYC, tax, sanctions, fraud, risk review, requested evidence, refunds, disputes, legal holds, Reserves, negative balances, or provider availability.

25.3 Reserves

Onflay may establish a fixed or rolling Reserve based on future delivery, category, annual subscriptions, ticket amount, growth, refund or dispute rates, country, account age, fraud signals, or provider requirements. A Reserve must be reasonably related to identified risk and does not earn interest.

Where reasonably practicable, Onflay will disclose the amount or methodology, general basis, and review or release conditions. Disclosure may be limited for legal, security, fraud, or provider reasons.

25.4 Setoff and negative balances

Onflay may offset documented refunds, chargebacks, Provider Costs, network or bank charges, taxes, overpayments, fraud losses, breach costs, and other amounts owed against Supplier Fees and Reserves. Insufficient amounts may create a negative balance that the Creator must pay. Onflay may suspend future commerce or pursue lawful collection.

25.5 Payout costs and reconciliation

Payout costs are deducted before funds are sent. A quoted or dashboard amount may be estimated and later reconciled to the provider’s actual fee, exchange rate, intermediary deduction, or returned-payment charge. Onflay will itemize deductions where reasonably practicable.

25.6 Creator-Managed Provider Settlements

Provider Settlements are governed by the Supported Payment Provider and are not Onflay Payouts. Onflay does not guarantee timing, availability, currency, or amount received after provider reserves, fees, conversion, bank charges, disputes, or negative balances.

26. Creator and Supplier obligations

Every Creator must:

• provide lawful, accurate, non-misleading Listings and seller information;
• fulfill Offerings safely, timely, and as promised;
• maintain required rights, licenses, registrations, insurance, tax status, and professional qualifications;
• comply with the approved category, Commerce Mode, provider terms, sanctions, export controls, privacy law, consumer law, and the Commerce, Safety & Refund Policy;
• preserve evidence of fulfillment, refunds, consents, and communications;
• cooperate with verification, tax, fraud, refund, dispute, and legal requests;
• avoid manipulating location, seller identity, taxes, pricing, mode, provider records, usage, or evidence; and
• notify Onflay before material changes to ownership, country, Offering, delivery, data processing, pricing, or risk.

For Onflay-Managed Commerce, the Creator owes these duties to Onflay as Supplier and may not represent itself as seller for the applicable Order.

For Creator-Managed Payments, the Creator additionally bears all seller and Merchant-of-Record obligations, including receipts, invoices, Transaction Taxes, recurring-billing notices, refunds, disputes, Buyer support, registrations, and payment-provider compliance.

27. Fulfillment and evidence

You must retain and provide evidence appropriate to the Offering, including:

• digital delivery and access logs;
• SaaS account creation, entitlement, login, or usage records;
• subscription consent and cancellation records;
• booking, attendance, join/leave, and completion records;
• communications and agreed deliverables;
• venue, organizer, safety, ticket, QR, or check-in records for in-person services; and
• support and complaint history.

A self-created attendance mark or QR scan is not automatically conclusive. Onflay may require Buyer confirmation or other corroboration.

You must respond to an evidence request within the deadline stated by Onflay. Failure to respond may result in a refund, lost dispute, Reserve, delay, or suspension.

28. Refunds, disputes, Provider Costs, and Buyer support

For Onflay-Managed Orders, Onflay owns first-line commercial payment support and has authority over cancellation, full or partial refunds, chargebacks, and disputes. The Supplier must cooperate and may recommend a refund but may not independently send money to the Buyer unless authorized.

Amounts refunded or disputed, non-returned Provider Costs, related losses, and permitted adjustments may be deducted from Supplier Fees and Reserves. Managed Transaction Fee treatment follows Section 23.5.

For Creator Orders, the Creator owns and funds Buyer support, refunds, chargebacks, reversals, fines, Provider Costs, and negative balances. The Supported Payment Provider normally processes the transaction. Onflay may provide technical or administrative assistance, evidence, routing, or minimum standards without funding the refund or becoming seller.

Onflay may suspend an Account or Offering, require remediation, preserve records, or notify a provider even when Onflay cannot directly reverse a Creator Order.

29. Data protection, privacy roles, and confidentiality

Each party must comply with the Privacy & Data Protection Notice and applicable law.

Onflay’s role depends on the purpose and Commerce Mode. Onflay is generally an independent controller for Account administration, Platform Subscriptions, Pricing Page and acceptance records, AI Credit billing and metering, fraud and security, legal compliance, and its own platform operations.

For Onflay-Managed Orders, Onflay generally acts as independent controller for seller checkout, billing, taxes, receipts, refunds, disputes, Supplier Fees, and Payouts. For Creator Orders, the Creator generally acts as independent controller for seller checkout purposes, tax, fulfillment, Buyer relationship, refunds, and provider account; Onflay may act as an independent controller for its own platform purposes and as processor only for data handled solely on documented Creator instructions.

Neither party may use Buyer data for unrelated marketing or sell, share, or disclose it without a lawful basis and required notice or choice. Confidential information must be protected using reasonable safeguards and used only for the relationship, except where disclosure is authorized or legally required.

30. Intellectual property claims

You are responsible for every claim arising from your Content or Offering. Onflay may remove material, suspend sales, preserve evidence, disclose information as required by law, and process notices and counter-notices under the Commerce, Safety & Refund Policy.

31. Creator indemnification

To the extent permitted by law, the Creator will defend, indemnify, and hold harmless Onflay and its affiliates from third-party claims, losses, penalties, Provider Costs, taxes, refunds, disputes, and reasonable legal expenses arising from:

• the Offering, Listing, Content, AI input or approved output, or fulfillment;
• the Creator’s breach, negligence, fraud, or unlawful conduct;
• infringement, privacy, publicity, or data-protection violations;
• required licenses, registrations, tax obligations, or professional duties;
• Creator Orders, including seller, Merchant-of-Record, recurring-billing, refund, chargeback, and customer-support obligations; or
• inaccurate seller, mode, provider, tax, or payout information.

This indemnity does not apply to the extent a claim results from Onflay’s independent breach, gross negligence, willful misconduct, or non-waivable statutory responsibility as seller of an Onflay-Managed Order.

32. Creator cancellation, mode exit, and termination

You may unpublish an Offering, cancel future Platform Subscription renewals, request a prospective Commerce Mode change, stop new sales, or close the Account using available procedures.

These actions do not automatically terminate existing Buyer subscriptions, completed Orders, refunds, disputes, Reserves, taxes, Supplier Fees, Payouts, Merchant Proceeds, Provider Settlements, Provider Costs, negative balances, AI Credit rules, or records.

You must continue promised access and support through the applicable paid term unless the responsible seller lawfully cancels, refunds, migrates, or provides another approved transition. Onflay may stop future renewals, restrict new transactions, require Buyer notice or consent, arrange a mode transition, preserve cancellation tools, and retain records.

Platform Subscription and AI Credit treatment follows Section 23. Included AI Credits end with the applicable plan as disclosed. Purchased AI Credits remain subject to the suspension, closure, refund, and mandatory-law rules in Section 23.16.

33. Creator dispute resolution

This Part C is governed by Wyoming law, excluding conflict-of-law rules.

Before filing a claim, the parties will attempt good-faith informal resolution for thirty days after written notice to support@onflay.com.

Except for eligible small-claims matters or requests for temporary injunctive relief, a dispute arising from Part C will be resolved by confidential, individual binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The arbitration may occur remotely unless the arbitrator determines otherwise. Class, collective, consolidated, and representative proceedings are waived to the extent permitted by law.

The arbitrator may award any individual remedy available under applicable law but may not alter these Terms. Judgment may be entered in a court with jurisdiction.

A Supplier may opt out of this arbitration provision by emailing support@onflay.com within thirty days after first accepting Part C. The notice must be sent from the email associated with the account and state the Supplier’s legal name, account email, and an unambiguous decision to opt out of arbitration. A timely opt-out applies only to arbitration and does not affect the remaining Terms. If Onflay later makes a material change to this arbitration provision, Onflay will provide any additional opt-out right required by law or stated in the change notice.

If this arbitration provision is held unenforceable for a particular dispute, that dispute will be brought exclusively in the state or federal courts located in Laramie County, Wyoming, and each party consents to that jurisdiction.

Part D — Developer / API Schedule

34. Scope

This Part D applies when a Developer uses Onflay’s API, SDK, webhooks, hosted checkout, billing tools, or related integration to sell an external SaaS, software product, API, or subscription.

Part C applies to the Developer as a Creator. Provisions addressing a Supplier, Supplier Fee, Reserve, or Payout apply only to the Developer’s Onflay-Managed activities; provisions addressing a Creator as seller or Merchant of Record apply to its Creator-Managed activities.

35. External SaaS and dual-mode model

A Developer may operate under either approved Commerce Mode.

For Onflay-Managed Commerce, the Developer authorizes Onflay to sell subscriptions or access as Merchant of Record, while the Developer operates, secures, maintains, and fulfills the external product.

For Creator-Managed Payments, the Developer is seller and Merchant of Record and uses a Supported Payment Provider. Onflay provides API, checkout-interface, subscription-management, analytics, AI, and integration services.

The Developer may not use Onflay to process payments for an unapproved marketplace, submerchant, peer-to-peer transfer, crowdfunding, stored value, physical good, prohibited category, or transaction that obscures the actual seller.

36. Credentials and security

API keys and webhook secrets are confidential. The Developer must:

• store secrets securely and never expose server keys in client code;
• use least-privilege scopes;
• verify webhook signatures;
• use idempotency controls;
• rotate compromised credentials immediately;
• restrict and log administrative access;
• comply with published rate limits;
• maintain secure development and dependency practices; and
• notify Onflay at support@onflay.com without undue delay after a material incident.

Onflay may rotate, revoke, or restrict credentials when necessary.

37. Products, pricing, seller disclosures, and checkout

The Developer must submit accurate product, seller, Commerce Mode, price, currency, billing frequency, trial, cancellation, tax classification, refund policy, and fulfillment information.

For an Onflay-Managed Order, the integration must identify Onflay as seller and Merchant of Record and must not obscure Onflay disclosures. For a Creator Order, it must identify the Creator as seller and Merchant of Record and must not imply that Onflay funds refunds or assumes tax responsibility.

The Developer must not collect raw card data on Onflay’s behalf, manipulate Buyer location or tax data, create undisclosed charges, bypass pricing or risk review, or use API parameters inconsistent with the Account’s approved Commerce Mode.

Transaction requests must carry or resolve the authoritative Account ID, Commerce Mode, pricing version, and seller configuration. A mismatch may be rejected or suspended.

38. Buyer subscriptions, Platform Subscriptions, entitlements, and AI usage

The Developer must keep entitlements consistent with authoritative billing events and process activation, cancellation, refund, dispute, expiration, failed-payment, price-change, and plan-change events idempotently.

The Developer must distinguish:

• Buyer subscriptions to an Offering;
• the Creator’s Platform Subscription;
• Included AI Credits;
• Purchased AI Credits; and
• provider settlement or Payout records.

It must not silently change the seller for an active Buyer subscription. Usage-based billing and AI Credit consumption must be auditable, accurately metered, and reconciled under the disclosed calculation method.

A failed, cancelled, incomplete, or policy-blocked AI operation must be handled under Section 23.16. Auto-replenishment may be initiated only after the separate authorization required by Section 23.17.

39. Availability, support, models, and changes

The Developer is responsible for its product uptime, backups, security, support, documentation, data export, and business continuity.

The Developer must notify Onflay in advance of material changes to functionality, pricing, seller identity, Commerce Mode, delivery, ownership, data processing, AI provider, or risk profile. Security incidents and emergency outages must be reported promptly.

Onflay may version, change, deprecate, or discontinue APIs, AI models, Supported Payment Providers, or features. Reasonable notice will be provided for breaking changes when practical, but immediate action may be taken for security, legal, fraud, sanctions, or provider reasons.

40. Developer data and AI responsibilities

The Developer may receive Buyer data only as needed for disclosed fulfillment, support, and lawful seller functions. It must provide required privacy notices, honor rights, implement appropriate security, and avoid unrelated marketing or disclosure without lawful authority.

Prompts, inputs, outputs, model identifiers, credit consumption, and AI usage may contain personal or confidential information. The Developer must not submit sensitive, regulated, or third-party data to an AI Feature unless authorized, necessary, and supported by the disclosed provider arrangement.

The Developer must comply with the Privacy & Data Protection Notice and any applicable Data Processing Addendum.

41. Technical and commercial suspension

Onflay may suspend or throttle API, webhook, checkout, payment-provider routing, AI Features, credit consumption, or entitlement events for security, legal, sanctions, fraud, nonpayment, provider, reliability, or policy reasons.

When practical, Onflay will provide notice and information reasonably needed to restore service. Suspension does not authorize the Developer to continue charging, change the seller, conceal cancellation, or disregard existing Buyer access and refund obligations.

Contact

• General and account support: support@onflay.com
• Legal notices: support@onflay.com
• Privacy: support@onflay.com

Onflay LLC
1021 E Lincolnway, Suite 10028
Cheyenne, Wyoming 82001
United States