Merchant Terms of Service

1.1 Welcome to Creem! These Merchant Terms govern your access to, and use of the Service provided by Creem through the Website.

1.2 By using the Service, you confirm that you have read, understood and agree to be bound by these Merchant Terms together with any annexes (including the data processing agreement and any other data processing arrangements) and any policies referenced herein which expressly state that they form part of these Merchant Terms, as amended from time to time, all of which together form an integral part of the Merchant Terms. In the case of discrepancies between these Merchant Terms and any of its annexes or referenced policies as published on the Website, the annexes or policies shall prevail.

1.3 Should you have any questions or comments about the Service or the Merchant Terms, please contact us at: support@creem.io.

2.1 The following terms in the Merchant Terms shall have the following meanings:

• 2.1.1 “Account Content” refers to all content and data submitted, uploaded, stored, generated or otherwise made available at whatever time and activity that occurs under the Merchant Account, including the related sub-accounts.
• 2.1.2 “Buyer” refers to a natural person or a legal entity who purchases the Product via the Service.
• 2.1.3 “Buyer Terms” refers to the terms and conditions governing the purchase of Products by Buyers via the Service, as made available by Creem on the Website or Buyer checkout page, and as may be amended from time to time.
• 2.1.4 “Confidential Information” refers to all information and data, including, without limitation, all trade secrets, such as: business-related financial and strategic information, commercial information (including information about the other Party’s potential and existing customers, business partners or Buyers, and related personal data) and technical information (including information on intellectual property objects, copyrights, IT-systems and related information), related to a Party, which the Party has directly or indirectly, orally or in writing or in another form, before or after concluding the Merchant Terms, disclosed to or received from the other Party in connection with performance of the Merchant Terms and which is not publicly available and which the counterparty can reasonably be presumed to be interested in maintaining the confidentiality of.
• 2.1.5 “Creem” refers to Armitage Labs OÜ (registry code: 16977866), registered in Estonia at Rotermanni 14, Tallinn 10111, a legal entity that provides the Service.
• 2.1.6 “Merchant” or “you” refers to any natural person or a legal entity that holds a Merchant Account on the Website and offers Products to Buyers via the Service.
• 2.1.7 “Merchant Account” refers to the account created by the Merchant within the Service, which enables access to and use of the Service.
• 2.1.8 “Merchant Terms” refers to these Merchant terms of service, including any annexes and any policies referenced herein, which expressly state that they form part of these Merchant Terms, as amended from time to time, all of which collectively govern the legal relationship between Creem and the Merchant in connection with the use of the Service.
• 2.1.9 “Party” refers to Creem or the Merchant individually, and “Parties” refers to Creem and the Merchant collectively.
• 2.1.10 “Payout” refers to the net amount payable by Creem to the Merchant for transactions processed through the Service, after deduction of applicable service fees, taxes, refunds, chargebacks, and other permitted amounts.
• 2.1.11 “Product” refers to any products, goods or services of the Merchant offered via the Service, including but not limited to digital goods or services, software as a service (SaaS) and ebooks offered or sold as one-off transactions or as subscriptions.
• 2.1.12 “Service” refers to the merchant of record (MoR) service together with additional features and functionalities provided by Creem.
• 2.1.13 “Website” refers to the website creem.io, through which the Service is made accessible.

3.1 The Service enables the offering of the Merchant’s Products to Buyers via the Merchant’s own website or other sales channel. Purchases are completed through the checkout solution provided by Creem, whether hosted by Creem or embedded on the Merchant’s website, where the transaction is processed.

3.2 In this setup, Creem shall act as the merchant of record and contractual reseller of the Product, executing the resale transaction with the Buyer in his own name. The responsibilities of the Parties towards each other in connection with the sale of the Product are stipulated in Clauses 3.3 to 3.4 below.

3.3 Creem is responsible for:

• 3.3.1 entering into the resale transaction with the Buyer;
• 3.3.2 collecting and processing the payment from the Buyer;
• 3.3.3 issuing the invoice to the Buyer;
• 3.3.4 calculating, collecting, and remitting applicable sales taxes, VAT, or other indirect taxes based on the Buyer’s billing address;
• 3.3.5 providing related administrative services, such as fraud prevention and merchant fee processing.

3.4 The Merchant remains solely responsible for:

• 3.4.1 providing, delivering, and ensuring access to the Product to Creem or to the Buyer indicated by Creem;
• 3.4.2 ensuring that the Product performs as described and complies with applicable laws and regulations, including after resale to the Buyer;
• 3.4.3 ensuring that the activity of the Merchant and Product complies with the expectations and requirements of Creem, e.g. as highlighted on the Website;
• 3.4.4 applying and integrating all transparency, safety and security controls and measures required by Creem, e.g. Moderation API;
• 3.4.5 complying with all requirements, requests and expectations of Creem, which have been published on the Website or communicated by Creem personally, e.g. modifying content or filters, updating relevant terms and conditions or changing product offering etc;
• 3.4.6 ensuring that the Product is not in violation of any third-party rights (including but not limited to any intellectual property rights);
• 3.4.7 managing all customer service, refund requests, and post-sale support requested by the Buyer;
• 3.4.8 fulfilling any consumer rights or remedies enforced by the Buyer;
• 3.4.9 ensuring that the Merchant is properly registered as a business or self-employed person under applicable law and for reporting and paying all applicable direct taxes, including income or corporate taxes, on Payouts received from Creem, treating such Payouts as taxable business income in accordance with applicable tax laws and regulations.

3.5 Upon and after resale of the Product, the Merchant remains solely responsible for the nature, functionality, legality, availability, quality, or performance of the Product. Creem does not develop, test, host, maintain, support, or otherwise provide the Product. For any issues with the content, quality, delivery, and compliance of the Product, the Merchant and the Buyer are authorised to communicate directly.

3.6 The Service also includes access to a dedicated portal provided by Creem on the Website, through which the Merchant can manage Products, configure pricing, access transaction reports and analytics, receive Payouts, and access other features and functionalities. The availability and scope of these features and functionalities may vary depending on the Merchant’s account type, integration method, jurisdiction, or applicable legal requirements.

3.7 The Merchant shall ensure that Buyers are clearly informed, before completing a transaction through the Service, that the payment will be processed by Creem as the merchant of record. This information should be presented in a transparent and accessible manner, for example in the Merchant’s terms of sale, FAQ section, or checkout flow.

3.8 The Merchant shall ensure that the Product specific terms and conditions applicable to the Buyer, including relevant pricing and privacy policies, information requirements etc, in addition to an up-to-date version of Creem’s Buyer Terms are provided to Buyers in a clear and comprehensible manner before completing a transaction through the Service. In the event of any conflict or inconsistency between these Merchant Terms and any product-specific terms or conditions presented by the Merchant to Buyers, these Merchant Terms shall prevail. For the avoidance of doubt, if there is any discrepancy between the Product specific terms, on the one hand, and these Merchant Terms or the Buyer Terms, on the other, these Merchant Terms and the Buyer Terms shall prevail. As between Creem and the Merchant, the Merchant is solely responsible for any dispute with a Buyer, and for any loss, damage, cost or expense (whether direct or indirect) it incurs, arising out of or in connection with such discrepancy, and Creem shall have no liability to the Merchant in respect of it.

4.1 To use the Service, the Merchant shall create a Merchant Account providing accurate and complete information. Creem grants the Merchant and its designated team members access to the Service. The Merchant and the related sub-accounts are liable for maintaining confidentiality of its username, password and any other credentials necessary for accessing the Service.

4.2 The Merchant is fully responsible for the usage of the Merchant Account and the related sub-accounts. With respect to the information (including all text, images, documents and other content) that the Merchant acquires, possesses, enters, records, stores, modifies, discloses, makes available, transmits, uses, deletes or otherwise processes via the Service, the Merchant represents and warrants to Creem that the Merchant has the right to acquire, possess and process the same. The Merchant shall be solely liable for the properties of the said information and the acquisition, possession, and processing of such information under, through, in relation to or by means of the Merchant Account and the related sub-accounts.

4.3 Upon registration with the Service, the Merchant must provide accurate and complete information regarding its country of establishment, tax residency, VAT or other tax identification numbers, legal and VAT status as a business or self-employed person, information and/or documents about related persons (both natural and legal persons), as well as detailed overview about the business activities and operations of the Merchant, including all apps, sites or webpages it operates. The Merchant undertakes to promptly amend this information via the Merchant Account or by written notice if any changes occur. Creem relies on this information to determine the applicable tax treatment and invoicing arrangements under these Merchant Terms.

4.4 Creem may unilaterally restrict the availability of the Service in certain countries or territories. The list of countries and territories from which Creem does not accept payments or in which Merchants may not use the Service is published on the Website and may be updated by Creem from time to time without prior notice. The Service cannot be used to offer or sell Products to Buyers located in any such countries or territories.

5.1 To comply with applicable laws and regulations, Creem requires that all Merchants undergo a verification process for use of the Service. As referenced on the Website, this process may include identity verification, anti-financial crime (AFC) screening, and other customer due diligence checks. The Merchant agrees to provide accurate and complete information, including but not limited to details regarding the Merchant’s legal entity, ownership structure, shareholding(s) and/or ultimate beneficial owner(s) (UBO(s)), authorised representatives, business activities, and relevant jurisdiction(s).

5.2 A Merchant can only open a single Merchant Account, i.e. multiple or duplicate accounts are strictly prohibited.

5.3 The Merchant must ensure that all information provided during the verification process remains accurate and up to date and agrees to promptly notify Creem of any changes.

5.4 Creem may request and the Merchant is obliged to provide additional information or documentation at any time, whether during onboarding or throughout the Merchant’s use of the Service, to satisfy its compliance obligations or internal risk policies, including but not limited to:

• 5.4.1 natural or legal person identity documents;
• 5.4.2 detailed information about the nature of the business activity, including actual and expected volumes and jurisdictions;
• 5.4.3 test account(s) or test credential(s) to test and verify the products and/or services offered by the Merchant in order to ensure compliance with applicable laws and internal rules and Creem requirements, especially with Creem’s list of prohibited activities:
• 5.4.4 Access to the data of the Merchant, e.g. in Google Analytics or similar service, to validate and verify domain ownership and traffic.

5.5 Creem may engage third-party service providers to carry out verification and compliance tasks.

5.6 Failure to provide the required information or documentation, including in the requested format, or providing false or misleading information, may result in suspension or termination of access to the Service, withholding of Payouts, claims for damage or other actions deemed appropriate by Creem.

5.7 The main functions of the Service will not become active and available to the Merchant - including the ability to publish checkout-sessions for the Products, process transactions, or receive Payouts - until the verification process has been successfully completed and approved by Creem.

6.1 The Service is intended for Merchants who wish to sell Products to Buyers by making use of the Service’s features as described on the Website. Using the Service for any other purposes is not allowed.

6.2 The Merchant shall use the Service in compliance with applicable laws, rules and regulations, and the Merchant Terms, including is responsible for ensuring that they have in place proper and necessary licensing, registrations, reporting, risk assessment and security measures to offer their products, e.g. to comply with Regulation (EU) 2024/1689. The Merchant is solely and fully responsible for all Account Content and its lawfulness thereof.

6.3 To be eligible to use the Service, the Merchant shall meet the following criteria, and represent and warrant that the Merchant:

• 6.3.1 is at least of legal age to agree to these Merchant Terms (if a natural person);
• 6.3.2 has the legal capacity and authorisation to conclude the contract with Creem and agree to these Merchant Terms (where applicable);
• 6.3.3 provides correct, complete, and up-to-date information (including full legal name, valid e-mail address, all apps, sites and webpages it operates and any other information requested or relevant);
• 6.3.4 does not have an active Merchant Account and/or has not previously opened a Merchant Account, which was closed unilaterally by Creem;
• 6.3.5 its representative(s), shareholders and/or UBO(s) are not subject to any law enforcement investigations or convicted of crimes (especially offences related to financial crime), fugitives and/or subjects of international sanctions;
• 6.3.6 is entitled to submit Account Content, which is not confidential and not in violation of any legislation, contractual restriction or other third-party rights (including but not limited to any intellectual property rights).

6.4 Without excluding or limiting any of the Merchant’s statutory obligations, the Merchant shall not, and will not allow any related sub-account to:

• 6.4.1 transfer the Merchant Account or any related sub-account to anyone else without Creem’s permission;
• 6.4.2 use the Service or its content for any unlawful, obscene or immoral purpose or is related to any other Merchant who has breached these Merchant Terms;
• 6.4.3 use the Services on apps, sites or webpages not disclosed to Creem and/or that are prohibited or associated with activities prohibited under the Merchant Terms;
• 6.4.4 submit false or misleading information;
• 6.4.5 engage in any fraudulent, illegal, or abusive behaviour;
• 6.4.6 offer any Products through the Service that are subject to licensing, authorization or registration requirements (including but not limited to financial services, gambling, medical services etc) or that are included in the prohibited products list, as made available on the Website and as may be amended from time to time without prior notice;
• 6.4.7 violate the security of the Services, including modify, adapt, hack or gain other unauthorized access to the Service;
• 6.4.8 upload or transmit any worms, viruses, trojans, logic bombs or any malicious code or material (including content that will or may be used in any way that will affect the functionality or operation of the Service, other websites, or the internet);
• 6.4.9 use any device, software or routine to interfere or attempt to interfere with the proper functioning, infrastructure or security features, including impose an unreasonable or disproportionately heavy load to the Service, other websites, or the internet.

6.5 Creem has the right to screen the Account Content to prevent prohibited behaviour according to the Merchant Terms. Any content that conflicts with the provisions of the Merchant Terms, including this Section, may be removed, disabled and/or destroyed by Creem at its sole discretion without any warning or notice. Creem is not liable for any occurrences experienced by the Merchant due to the removal of content under this Section.

7.1 As part of its role as the merchant of record, Creem is entitled to a service fee for each transaction processed through the Service, or for other Services as displayed on our Website or as specifically agreed between the Merchant and Creem. This fee covers the provision of merchant of record-related functions, including payment processing, invoicing, tax handling, and associated administrative services. The service fee consists of:

• 7.1.1 a percentage-based commission (e.g., X% of the gross transaction amount), and
• 7.1.2 a fixed fee per transaction (e.g., €Y per transaction),

as specified in the applicable pricing schedule provided to the Merchant via Website or other means. The applicable fees are deducted before Payout to the Merchant.

7.2 As part of the Service, the Merchant may access various additional features and functionalities offered by Creem. Some of these features are provided free of charge, while others may require payment. Descriptions and pricing are available on the Website or within the Service.

7.3 By using any paid feature, the Merchant agrees to pay the applicable fee, which will be invoiced or deducted automatically using the Merchant’s selected payment method.

7.4 Creem may update its pricing or change the availability of features (including making free features paid) at any time, subject to reasonable prior notice via the Website, the Service, or email. The Merchant will not be charged for any newly priced feature without being notified and given the option to opt out.

8.1 Creem shall issue self-billed invoices on behalf of the Merchant to document the amounts payable by Creem to the Merchant under these Merchant Terms. The Merchant agrees not to issue separate invoices to Creem for these Payouts.

8.2 Creem shall make all self-billed invoices available to the Merchant via the Merchant Account or another agreed method. The Merchant undertakes to review each invoice and notify Creem in writing of any objections within 3 business days. In the absence of such notice, the invoice shall be deemed accepted.

8.3 The Merchant shall immediately inform Creem of any changes to its tax registration status, invoicing details, or other relevant information affecting the accuracy of self-billed invoices. For the avoidance of doubt, the Merchant shall immediately notify Creem in writing upon de-registration from VAT or any other change in VAT registration status that affects the applicable tax treatment of Payouts under this Section.

8.4 All self-billed invoices shall be issued in accordance with the invoicing requirements of the VAT legislation applicable to Creem as the invoice issuer.

8.5 Where the Merchant is established outside Estonia and qualifies as a taxable person engaged in business within the meaning of applicable VAT legislation, no Estonian VAT shall be applied to Payouts. Creem and the Merchant acknowledge that such transactions constitute a supply of services subject to the reverse charge mechanism pursuant to Article 196 of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax. Creem shall account for and report any such reverse charge VAT in its own VAT returns. The Merchant’s own VAT or tax reporting obligations in respect of the Payout are governed solely by the laws of their jurisdiction of establishment, and nothing in this clause shall be construed as creating any VAT obligation for the Merchant in Estonia.

8.6 Where the Merchant is a taxable person established in Estonia and registered for VAT in Estonia, the supply documented by the self-billed invoice constitutes a domestic Estonian taxable supply. In such cases, Estonian VAT at the applicable standard rate shall be included on the self-billed invoice. The Merchant, as the supplier, remains solely responsible for declaring and remitting such VAT to the Estonian Tax and Customs Board in accordance with Estonian VAT legislation. The Merchant agrees to confirm their Estonian VAT registration status upon onboarding and to immediately notify Creem in writing of any changes thereto. Where a Merchant established in Estonia is not registered for VAT (e.g. below the Estonian VAT registration threshold), Creem shall apply the applicable VAT treatment based on the Merchant’s status as a non-taxable person, and the Parties shall agree the appropriate invoicing arrangement in writing.

8.7 Where Creem applies an incorrect VAT treatment to a self-billed invoice as a direct result of inaccurate or incomplete information provided by the Merchant, the Merchant shall indemnify Creem for any resulting VAT liability, penalties, interest, or correction costs incurred by Creem with respect to such invoice.

8.8 The Parties acknowledge that Council Directive (EU) 2025/516 of 11 March 2025 amending Directive 2006/112/EC as regards VAT rules for the digital age introduces mandatory Digital Reporting Requirements (DRR) and structured electronic invoicing obligations for intra-EU B2B transactions, to be phased in between 2028 and 2030. Creem reserves the right to modify the format, content, and transmission method of self-billed invoices issued under this clause, as well as any related reporting and record-keeping procedures, to the extent necessary to comply with DRR obligations as they come into force. Creem shall provide the Merchant with reasonable advance notice of any such changes. The Merchant agrees to cooperate with Creem in implementing any adjustments required to ensure compliance with applicable digital reporting obligations, including providing any additional data or confirmations required in connection with transactions documented by self-billed invoices under this clause.

9.1 Creem, acting as the merchant of record, is responsible for calculating, collecting, and remitting any applicable sales taxes, VAT, or other indirect taxes associated with the sale of the Product to the Buyer through the Service, based on the Buyer’s billing address and applicable tax laws.

9.2 Creem shall issue invoices to Buyers in its own name and, where required by law, include the applicable taxes.

9.3 For any transaction processed via the Service, the Merchant shall not:

• 9.3.1 issue any invoice or receipt to the Buyer;
• 9.3.2 make any separate request or demand for payment from the Buyer; or
• 9.3.3 collect, charge, or account for any taxes in connection with the transaction.

All invoicing, payment collection, and applicable tax handling for such transactions shall be carried out exclusively by Creem as part of the Service.

9.4 Creem will make available to the Merchant, via the Merchant Account, regular transaction summaries reflecting the gross amounts received, fees deducted, taxes handled, and Payout amounts. These statements are intended for recordkeeping and accounting purposes and shall be deemed sufficient for reconciliation, unless applicable law requires otherwise.

9.5 The Merchant acknowledges and agrees that Creem bears responsibility for indirect tax compliance with respect to transactions processed via the Service. The Merchant remains responsible for its own direct taxes, including any income or corporate taxes on Payouts received from Creem.

9.6 Payouts made by Creem to the Merchant constitute consideration for the sale of Products and shall not be treated as royalties, licence fees, or payments for the use of intellectual property. The Merchant confirms that Creem is authorised to resell or grant access to the Product for each transaction and acquires no rights beyond what is necessary to enable such resale.

9.7 The Merchant agrees to retain records relating to the Products sold via the Service for at least 7 years and to cooperate with Creem in providing reasonable documentation for tax or audit purposes upon request.

10.1 Creem collects payments from Buyers for transactions processed through the Service. After deducting applicable service fees, taxes, refunds, chargebacks, and other permitted deductions, Creem will transfer the Payout to the Merchant.

10.2 Payouts are made to the payment account designated by the Merchant in the Merchant Account. The Merchant is solely responsible for ensuring that the account details are accurate and up to date.

10.3 Payouts are executed by Creem in accordance with the Payout schedule, methods, thresholds, initiation process, and other relevant details described and published on the Website. Merchant-specific Payout eligibility and transaction details are made available via the Merchant Account. Creem reserves the right to modify the Payout schedule, thresholds, and related procedures at any time, with such changes taking effect upon publication on the Website.

10.4 To be eligible for a Payout, the Merchant must meet the applicable minimum balance requirement and initiate the Payout request through the Service, where applicable. Once initiated, the Payout will be processed in the next available Payout window. Payouts may be delayed if the scheduled date falls on a weekend or public holiday, or due to delays caused by banking partners or other third parties beyond Creem’s reasonable control.

10.5 Creem may withhold or delay any and all Payouts, or apply temporary restrictions, e.g. freeze, to the usage of funds to:

• 10.5.1 comply with applicable laws or regulatory obligations;
• 10.5.2 apply any necessary customer due diligence controls or checks and/or to carry out investigations related to anti-financial crime as long as permitted by law;
• 10.5.3 investigate or resolve a suspected fraudulent, illegal, or prohibited transaction as long as deemed necessary by Creem, payment service provider(s), card scheme(s) or other relevant third-parties;
• 10.5.4 investigate or resolve a potentially fraudulent, illegal, or prohibited transaction for up to 90 days, e.g. there is a connection between the Merchant and another Merchant, who is suspected of breaching these Merchant Terms;
• 10.5.5 ensure sufficient reserve for potential chargebacks or refunds;
• 10.5.6 enforce these Merchant Terms
• 10.5.7 Deductions made under Clauses 11.7, 18.6 or 18.7.

10.6 Creem may deduct or offset any amounts owed by the Merchant to Creem, including fees, dispute fees, refunds, chargebacks, claims for damages, penalties, fines or indemnification claims, and interest (if applicable) from current or future Payouts.

10.7 The Merchant is responsible for all costs associated with receiving the Payout, including any applicable bank fees, currency conversion fees, or third-party charges.

10.8 The Service allows the Merchant to set a revenue split for a specific Product, designating a percentage of the gross revenue from that Product to be paid out to another Merchant(s) or account(s). For example, 50% of all revenue from a particular Product may be allocated to another designated account.

10.9 Such arrangements are processed as part of the Payout schedule, and each recipient must have an active Merchant Account in good standing with the Service to receive their share. This functionality is intended for collaborative arrangements (e.g., co-developers sharing revenue) and is not intended to create or operate a marketplace. Creem reserves the right to review and reject any split payout setup that is inconsistent with these purposes.

11.1 All refunds and chargebacks related to transactions processed through the Service are handled exclusively by Creem. The Merchant shall not process or accept any refunds or returns independently for such transactions outside the Service.

11.2 The Merchant is responsible for determining refund eligibility for Products and must request any refund via the functionality provided in the Merchant Account. Creem will process such requests in accordance with the Service procedures and applicable laws.

11.3 Notwithstanding the above, Creem may, at its sole discretion, issue a refund without prior instruction from the Merchant where:

• 11.3.1 required by law or applicable consumer protection regulations;
• 11.3.2 mandated by card schemes, payment providers, or regulatory authorities;
• 11.3.3 due to technical errors, duplicate payments or manifest mistakes,
• 11.3.4 there are suspected fraudulent payments or purchase disputes.

11.4 The Merchant shall reimburse Creem for any refunded amounts issued in accordance with Section 11.3, unless the refund is caused solely by Creem’s gross negligence or intentional non-performance.

11.5 In the event of a chargeback initiated by a Buyer, Creem will notify the Merchant and may request supporting documentation or information to contest the claim. The Merchant shall cooperate promptly and in good faith with any such request.

11.6 The Merchant bears full financial responsibility for chargebacks related to Products sold via the Service, including the original transaction amount, any associated fees, penalties, and costs, unless the chargeback is solely attributable to an error by Creem.

11.7 Creem may deduct any amounts related to refunds or chargebacks from the Merchant’s Payouts or invoice the Merchant accordingly. The applicable procedures, timelines, and required actions for refunds and chargebacks are available in the Merchant Account or on the Website.

12.1 Creem provides general support to the Merchant for questions and technical issues related to the use of the Service, primarily through the support chat available in the Merchant Account or via other contact options on the Website. Support is provided on a best-effort basis during business hours and does not include legal or business advice. No guaranteed response times or service levels apply unless otherwise agreed in writing.

12.2 The Service is provided in an as-is manner, but Creem will use commercially reasonable efforts to provide the Service in a secure, reliable, and continuous manner. However, the Service may occasionally be unavailable due to maintenance, updates, system issues, or factors beyond Creem’s control.

12.3 The Merchant shall promptly notify Creem of technical faults related to the Service that the Merchant becomes aware of, including but not limited to system errors, malfunctions, or disruptions affecting the Service’s functionality. Upon receiving such notification, Creem shall assess the issue and take reasonable steps to eliminate faults arising from the Service within a reasonable timeframe.

12.4 Creem has the right to carry out planned and extraordinary maintenance works necessary for the provision of the Service. Creem shall inform the Merchant of planned maintenance works as far in advance as reasonably possible. Creem has the right to perform extraordinary maintenance work relating to ensuring the reliability and security of the Service without prior notice. During any maintenance work, the usability of the Service may be limited. If feasible, Creem shall notify the Merchant of the extent of any usage restrictions.

13.1 The Merchant acknowledges that all trademarks and intellectual property rights in and to any materials, data, or information, including all software (in source code or object code) and documentation related thereto, which have been provided by Creem to the Merchant in connection with the performance of the Service are owned and shall continue to be owned by Creem and/or its licensors. Notwithstanding the foregoing, subject to these Merchant Terms, Creem grants the Merchant a worldwide, non-exclusive, non-transferable, non-sublicensable and cancellable licence to access and use the Service and the features requested by the Merchant. The Service may only be used internally by the Merchant (and if appliable, by its related sub-accounts) for its intended purposes as described in these Merchant Terms and during the term these Merchant Terms remain in force between the Parties.

13.2 The Merchant (and if appliable, its related sub-accounts) has no right to rent, lease, lend, sell, redistribute, sub-license, copy, reverse engineer, decompile, disassemble, translate, modify, distribute copies of, make available, adapt, or create derivative works based on the Service’s software or its related intellectual property, unless otherwise permitted in writing by Creem.

13.3 For all Account Content that is inserted or made available via the Service, the Merchant grants Creem a free-of-charge, transferable, sub-licensable, non-exclusive, non-cancellable, worldwide right for the maximum term permitted under applicable legislation to use and exploit the Account Content for providing, improving and further developing the Service.

14.1 Certain content and features available via the Service may include information sourced from third parties. Any such content, data, information, or publications made available through the Service, are furnished by Creem on an “as is” and “as available” basis for the Merchant’s convenience and information and must be used for informational purposes only. Creem has no control over the content or information of the third-party resources. Creem disclaims any warranty or representation, either express or implied, that such information is accurate or complete.

14.2 Third-party links on the Service may direct the Merchant to third-party websites that are not affiliated with Creem. Creem is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability for any third-party materials or websites, or for any other materials, products, or services of third parties. Creem is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

15.1 The Parties are obliged throughout the validity of the Merchant Terms and after termination of the Merchant Terms to maintain each other’s Confidential Information.

15.2 The Parties undertake to ensure that:

• 15.2.1 they shall use Confidential Information solely in connection with performance of their obligations arising from the Merchant Terms. Use of Confidential Information for any other purposes may take place only with the prior written consent of the other Party;
• 15.2.2 they shall keep Confidential Information confidential and not disclose it to third parties or to the public in any manner without the prior written consent of the other Party;
• 15.2.3 they shall adopt all reasonable precautionary measures to prevent release as a consequence of their actions or inactions, to a third party or public disclosure of Confidential Information.

15.3 A Party may disclose Confidential Information to state and local government institutions if the duty to disclose such information derives from applicable legislation. Among other things, Creem has the right to disclose and forward the Account Content to investigative and supervision authorities if legally required, or to payment service provider(s), card scheme(s) or other relevant third-parties required by relevant legal acts or agreements.

15.4 If a Party is obliged by applicable legislation to disclose Confidential Information, it shall, where possible, undertake, within a reasonable time prior to disclosure of such information, to notify the other Party in writing of the relevant obligation of public disclosure and of the extent of the information subject to disclosure, and shall undertake to disclose the relevant information always in the minimum required amount, and if possible, in a generalised form.

16.1 For providing the Service, Creem processes the Merchant’s personal data as a controller. More information on how Creem processes personal data is set out in the Privacy Notice available on the Website.

16.2 Depending on the specific data processing activities and the roles of the Parties, the Parties shall enter into a data processing agreement and any other data processing arrangements, which are attached as annexes to these Merchant Terms.

17.1 Creem acts as the merchant of record and contractual seller for the purposes of processing transactions, issuing invoices, tax handling, collecting payments, and fulfilling related administrative obligations. Creem’s role is strictly limited to these functions. The Parties agree that, notwithstanding Creem’s role as merchant of record and contractual reseller and Creem’s obligations towards the Buyer, as between them:

• 17.1.1 the Merchant is solely and fully responsible for the content, quality, delivery, and compliance of the Products;
• 17.1.2 Creem shall not be deemed to assume any responsibility for the Merchant’s obligations towards the Buyer, including but not limited to delivery of the Product, provision of support, compliance with consumer protection laws, or ensuring the accuracy and legality of Product information;
• 17.1.3 Creem shall not be deemed to create, own, control, review, or endorse any Product offered by the Merchant, and assumes no responsibility for its legality, functionality, accuracy, performance, or compliance with applicable laws or Buyer expectations

17.2 While Creem may facilitate the technical processing of refunds or chargebacks as part of payment handling, the Merchant remains solely responsible for determining refund eligibility, handling return requests and resolving disputes with Buyers.

17.3 Any templates, sample documents, guidance, or other materials provided by Creem via the Service are for general informational purposes only and do not constitute legal, tax, or compliance advice. The Merchant is solely responsible for ensuring that its business, Products, and operations comply with all applicable laws and regulations.

18.1 To the maximum extent permitted by applicable law, Creem shall not be liable to the Merchant for any indirect, consequential, or punitive damages, including loss of profits, loss of business, loss of data, or reputational harm.

18.2 Creem’s total aggregate liability to the Merchant under or in connection with these Merchant Terms shall be limited to the total amount of service fees actually received by Creem from the Merchant during the six (6) months preceding the event giving rise to the claim.

18.3 The above limitations shall not apply in cases of Creem’s intentional non-performance or gross negligence, or where limitation of liability is not permitted under applicable law.

18.4 The Merchant agrees to fully compensate Creem, and to be solely and fully liable for, any and all claims, damages, liabilities, losses, costs, fees and expenses (and interest, if applicable) incurred by Creem, arising out of or in connection with:

• 18.4.1 the Merchant’s Products, including their content, sale, marketing, delivery, quality, performance, failure to meet the Merchant’s own terms or representations, or non-compliance with applicable laws, regulations, industry standards, or Creem’s platform policies;
• 18.4.2 any breach by the Merchant of these Merchant Terms or of any applicable legal or regulatory obligations, including the marketing, offering, sale or enabling the creation of Products in the prohibited products list as disclosed on our Website;
• 18.4.3 any actual or alleged infringement, violation, or misappropriation of third-party rights, including intellectual property rights or data protection rights, by the Merchant or any content or materials provided by the Merchant via the Service;
• 18.4.4 any false, misleading, deceptive, or incomplete information, representations, or warranties made by the Merchant to Buyers or to Creem;
• 18.4.5 any claim, dispute, investigation, fine, enforcement action, audit, or inquiry initiated by a Buyer, consumer protection authority, tax authority, or other competent authority, payment service provider(s), card scheme(s) or other relevant third-parties to the extent such action results from the Merchant’s non-compliance with applicable laws, tax obligations, or these Merchant Terms;
• 18.4.6 disputes between the Merchant and Buyers concerning the sale, delivery, performance, or refund of the Product.

18.5 The Merchant’s obligation under this section includes covering Creem’s legal costs and applies regardless of whether such claims are ultimately successful.

18.6 As referred to in Section 10.5, in the case of confirmed or potential claims, damages or penalties, Creem may unilaterally withhold any Payouts or offset the Payout amount equivalent to the such claims (including interest, if applicable).

18.7 In the case of a fundamental breach of contract by the Merchant that is caused by the Merchant’s intent or gross negligence, which results in direct damages to Creem, e.g. claims, fees or penalties, and the balance of the Merchant Account is not sufficient to compensate the damages, Creem may exercise the right and transfer the liability thereof to another Merchant, which is controlled by the same UBO as of the breaching Merchant. In that instance Creem reserves the right to:

• 18.7.1 terminate and/or suspend the Merchant Account of the other Merchant;
• 18.7.2 claim for compensation for damages from the other Merchant;
• 18.7.3 offset the damages from the Merchant Account of the other Merchant by unilaterally debiting their balance;
• 18.7.4 withhold any and/or all Payouts for the other Merchant in the total amount of the damages.

18.8 Within the context of Section 18.7, a fundamental breach of contract is among others:

• 18.8.1 offering, selling or enabling the creation of prohibited products;
• 18.8.2 using Creem’s payment tokens on apps, sites or webpages not disclosed to and/or approved by Creem, especially those offering, selling or associated with prohibited products as disclosed on our Website.

19.1 Creem has the right to amend the Merchant Terms by notifying the Merchant of the changes by posting on the Website or by e-mail (e.g. in the case of changes to fees or pricing) at least thirty (30) calendar days before the amendments enter into force. If the Merchant does not agree with the amendments, the Merchant may terminate the Merchant Terms pursuant to Section 20.

19.2 Creem reserves the right to amend the Merchant Terms with the following types of changes without providing the Merchant with a prior notice:

• 19.2.1 if the amendment to the Merchant Terms is only advantageous for the Merchant;
• 19.2.2 if the amendment to the Merchant Terms relates solely to new services, functionalities or service components, and do not result in any change to the existing contractual relationship with the Merchant;
• 19.2.3 if the amendment is necessary to harmonise the Merchant Terms with the applicable statutory requirements, in particular in the event of a change in the applicable legal situation or if Creem is obliged to comply with a binding court judgement or decision by an authority, and if the change does not have any material detrimental effects on the Merchant.

19.3 If Creem uses the abovementioned right, Creem will concurrently revise the effective date of the Merchant Terms above.

20.1 These Merchant Terms become binding on the Merchant as of the moment the Merchant applies for a Merchant Account or otherwise starts using the Service, whichever occurs first. By doing so, the Merchant acknowledges and agrees to be bound by these Merchant Terms.

20.2 These Merchant Terms remain in effect for as long as the Merchant maintains an active Merchant Account or uses any part of the Service, unless suspended or terminated in accordance with these Merchant Terms, except for:

• 20.2.1 the confidentiality clauses per Section 15, which shall remain in force indefinitely; and/or
• 20.2.2 any obligations related to taxes, reporting, audits and other similar procedures thereof as permitted or required by law for 7 years after the termination, including Creem’s right to access and store such information, and the Merchant’s obligation to provide Creem the requested information or documents.

20.3 The Merchant may stop using the Service at any time by closing their Merchant Account, subject to the fulfilment of any outstanding obligations (such as pending transactions, compliance checks, or payments).

20.4 Creem may suspend or terminate the Merchant’s access to the Service, in whole or in part, without prior notice, if:

• 20.4.1 the Merchant breaches these Merchant Terms or applicable laws or regulations;
• 20.4.2 the Merchant fails or refuses to complete verification or compliance checks and/or does not provide the requested additional information or documents within the timeframe expected by Creem;
• 20.4.3 there is reasonable suspicion of fraud, misuse, or prohibited, criminal or unauthorised activity;
• 20.4.4 continued use of the Service by the Merchant may result in legal, reputational, operational, or financial harm to the Service, Creem or third parties; or
• 20.4.5 Creem is required to do so by law, regulation, court order, or a payment service provider(s), card scheme(s) or other relevant third-parties.

20.5 Upon termination or suspension of access to the Service:

• 20.5.1 the Merchant shall immediately cease all use of the Service;
• 20.5.2 the Merchant Account may be deactivated or deleted;
• 20.5.3 any remaining Payouts will be processed in accordance with these Merchant Terms, including withholdings exercised under Section 10.5 or deductions under Section 10.6;
• 20.5.4 any provisions of these Merchant Terms which by their nature should survive termination shall remain in effect.

20.6 In the event Creem has unilaterally terminated access to the Service and terminated the Merchant Account, Creem does not re-open the Merchant Account to the specific Merchant nor to any of its connected persons, e.g. representatives, shareholders or UBO(s).

21.1 The Merchant Terms are governed by and construed in accordance with the laws of the Republic of Estonia.

21.2 Any dispute, controversy or claim arising out of or in connection with the Merchant Terms, or the breach, termination or invalidity thereof shall be resolved through amicable negotiations, upon failure of which all disputes shall be settled in the Harju County Court in the Republic of Estonia.

22.1 In the event that any provision of the Merchant Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable legislation, and the unenforceable portion shall be deemed to be severed from the Merchant Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

22.2 The Merchant shall have no right to transfer, including via a transfer of company, or assign the rights and obligations arising from the Merchant Terms either partly or fully to a third party without a prior written consent of Creem.

22.3 Creem shall have the right to assign the Merchant Terms and all of the rights and obligations contained therein to another company owned by or in the same consolidation group as Creem, or to a third party.