GoBTC PAY — MERCHANT TERMS OF USE
Effective Date: June 19, 2026
1. These Terms; Acceptance; Authority
1.1. These Merchant Terms of Use (these “Terms”) are a binding agreement between the business identified at onboarding (“Merchant,” “you”) and GoBTC Pay America LLC, a Delaware limited liability company and a member of the GoBTC group of companies (the operator of the Bitcoin mining ecosystem under the “GoMining” brand and owner of www.gomining.com) (“GoBTC Pay,” “we,” “us”), governing the GoBTC Pay merchant services (Section 6, the “Merchant Services”).
1.2. Public offer; acceptance; activation. These Terms are a standing offer. You accept by clicking “I agree” during onboarding, accessing the Dashboard, or using any Merchant Service — whichever is first. Payment acceptance does not activate until KYB and Screening (Section 4) are completed. We may decline activation and may suspend or terminate on the grounds herein. Nothing obliges GoBTC Pay to activate any Merchant.
1.3. Authority. The individual accepting represents that he or she is authorized to bind the Merchant; KYB supplements this.
1.4. Sections 17–18 (disclaimers/liability) and 20 (arbitration; class waiver) affect your rights.
2. Definitions
“Customer” — a user paying you through the protocol under the User Terms of Use.
“Direct Settlement” — settlement on-chain to your own co-controlled Merchant Wallet, with no operator-held output (Section 7).
“Custodial Settlement” — settlement and onward payout operated by a Licensed Custodian under its licenses (Section 7), available if and when offered.
“GoBTC Pay Key” — the single key GoBTC Pay holds in a Merchant Wallet, which alone cannot move funds.
“Licensed Custodian” — a third party in Exhibit A (becomes available upon migration to the custodial model) holding the licenses applicable to the custody and transmission of crypto-assets in the relevant territory, that provides Custodial Settlement.
“Merchant Wallet” — your 2-of-3 multisig (Merchant Key + GoBTC Pay Key + Recovery Key), spendable only with any two keys. In the default non-custodial model you hold the Merchant Key, a trusted third-party recovery custody provider (the “Recovery Custodian”) holds the Recovery Key (the third key), and GoBTC Pay holds only the GoBTC Pay Key.
“Protocol Fee” — the fee in Section 8 / Exhibit B.
“Settlement Mode” — Direct Settlement (default at launch) or Custodial Settlement, as elected/available per Section 7.
“Transaction Amount” — the total price the Customer pays, as displayed at confirmation.
3. What GoBTC Pay Is — and What It Is Not
3.1. Technology and a co-signature only. GoBTC Pay: (a) does not accept, hold, receive, store or take possession, custody or control of Bitcoin, any crypto-asset or fiat belonging to you or any Customer, at any time, even momentarily; (b) holds only the GoBTC Pay Key in a Merchant Wallet — one of three keys, which alone cannot move funds; (c) does not transmit value: the protocol creates, routes and co-signs transactions and data; Bitcoin moves on-chain between wallets the parties co-control; (d) maintains no operator settlement output, account, float or balance into which your or Customers' funds are placed in Direct Settlement (the only GoBTC Pay address is for its own Protocol Fee); and (e) is not your agent, trustee or fiduciary, and not the Customer's agent, for the receipt or transmission of funds. In Direct Settlement, receipt of BTC into your Merchant Wallet is receipt by you, and value never passes through GoBTC Pay.
3.2. Regulatory allocation. GoBTC Pay is not a bank, trust company, money services business, money transmitter, virtual-currency business, payment processor, merchant acquirer, broker or exchange, and is not licensed as such, because it does not engage in those activities. Where Custodial Settlement is used, all custody and transmission of value are performed by the Licensed Custodian, which is solely responsible for the licenses, registrations and authorizations applicable to that activity (including, in the U.S., FinCEN MSB registration and state money-transmitter licensing) and for its own AML, sanctions, travel-rule and safeguarding obligations. You acknowledge you have not relied on GoBTC Pay holding any license.
3.3. Design covenant. GoBTC Pay covenants it will not cause Merchant or Customer funds to pass through, or be held in, an account or address it controls, and will not introduce any feature that does so, without prior notice and your renewed acceptance of revised terms (and, where the function is custodial, its provision by a Licensed Custodian).
4. Onboarding; KYB; Screening
4.1. As a condition of activation and continued use, you must complete, and consent to, Screening: verification of legal name, registration and good standing; identification of beneficial owners (25%+) and a control person; verification of authorized signatories; sanctions/PEP/adverse-media screening; business-model and prohibited-category review (Exhibit C); wallet-address screening; and periodic/event-driven re-screening.
4.2. You authorize GoBTC Pay to rely on and exchange Screening data with screening vendors and, in a Custodial Settlement state, any Licensed Custodian (Section 12). GoBTC Pay performs Screening as contract and risk management, not as an assumption of a regulatory duty owed to you or Customers.
4.3. You must notify us within ten (10) business days of any change of control, beneficial ownership, business category, or regulatory action against you; a material category change may require re-approval.
5. Your Merchant Wallet; Keys; Recovery
5.1. To receive Transactions in Direct Settlement you hold a Merchant Wallet — a 2-of-3 multisig (Merchant Key + GoBTC Pay Key + Recovery Key). In the non-custodial model you hold the Merchant Key, a trusted third-party Recovery Custodian holds the Recovery Key, and GoBTC Pay holds only the GoBTC Pay Key; GoBTC Pay cannot move your funds alone, and you can move them using your Merchant Key together with GoBTC Pay’s co-signature or, failing that, the Recovery Key released by the Recovery Custodian.
5.2. Withdrawal and recovery. The normal way to move funds out is to authorize a transaction with your Merchant Key and obtain GoBTC Pay's co-signature. Because the Recovery Key is held by a trusted third-party Recovery Custodian, you can alternatively move or recover your funds using your Merchant Key together with the Recovery Key, which the Recovery Custodian releases under the Conditional Recovery flow (subject to a predefined safety delay), without GoBTC Pay’s co-signature or cooperation. Your funds cannot be withheld by GoBTC Pay.
5.3. Your keys and the Recovery Custodian. GoBTC Pay does not generate, hold, escrow or have access to the Merchant Key, and does not hold the Recovery Key, which is held offline by a trusted third-party Recovery Custodian and released to you only under the Conditional Recovery flow. You are solely responsible for generating, securing and backing up the Merchant Key; if you lose the Merchant Key and its backups, GoBTC Pay cannot restore access and your funds may be permanently lost (the Recovery Custodian’s key alone cannot move your funds without your Merchant Key). (In a Custodial Settlement state, the recovery / third-key role may be held by a Licensed Custodian under Section 7 and Exhibit A.)
6. The Merchant Services
Subject to these Terms, GoBTC Pay provides: the Merchant Dashboard and in-app Cabinet; payment-acceptance tooling (POS QR codes, payment links, Web SDK and APIs); status and webhook notifications; and support. Feature scope, sandbox access and documentation are as published; the SDK/APIs are licensed under Section 13. GoBTC Pay's obligation is to compose and route instructions and data, and to apply or withhold the GoBTC Pay Key, with commercially reasonable skill and care. Bitcoin transfers are irreversible; there are no network chargebacks; treat a Transaction as paid only at the confirmation status shown for the applicable Settlement Mode.
7. Settlement Modes
7.1. Direct Settlement (default at launch). Each Transaction settles on-chain from the Customer's wallet to your Merchant Wallet, which you co-control. Receipt into your Merchant Wallet is final settlement to you; GoBTC Pay owes you no payment and you have no claim against GoBTC Pay for the Transaction Amount. Value never passes through GoBTC Pay. The Customer's payment of the Transaction Amount fully discharges the Customer's obligation to you.
7.2. Custodial Settlement (if and when offered, via a Licensed Custodian). GoBTC Pay may make available a Custodial Settlement mode in which custody of, and the settlement and onward payout of, Transaction value are performed by a Licensed Custodian (Exhibit A) through its regulated infrastructure and under its licenses. In that mode: (a) the Licensed Custodian — not GoBTC Pay — is the custodian and, as applicable, money transmitter of record, safeguards the value, and owes you the duties in your separate agreement with it; (b) any operator-style settlement output and merchant payout are the Custodian's, on the Custodian's books; and (c) GoBTC Pay does not hold the value and is not responsible for the Custodian's performance. Custodial Settlement applies to you only on disclosed terms and your acceptance of the Custodian's terms; it is a material change for purposes of Section 22.1.
7.3. Market risk. You bear the market risk of BTC from settlement. Any BTC-to-fiat conversion is between you and your wallet/custody provider, outside these Terms.
8. Protocol Fee; Collection
8.1. The fee. In consideration of access to and use of the protocol and the Merchant Services, you will pay GoBTC Pay 0.2% (twenty basis points) of the Transaction Amount of each completed Transaction (the “Protocol Fee”), earned on settlement, exclusive of taxes (taxes on the fee, other than GoBTC Pay's income taxes, are yours).
8.2. Collection — Direct Settlement. You irrevocably instruct that each Direct-Settlement Transaction be composed so that, on settlement, 99.8% of the Transaction Amount is paid to your Merchant Wallet and 0.2% is paid to GoBTC Pay's fee address in discharge of your Protocol Fee for that Transaction; or, where the per-Transaction fee output would be below the Bitcoin dust threshold or is otherwise impracticable, the fee accrues to the monthly statement (Section 8.4) or is collected at your next Merchant Wallet withdrawal as a fee output GoBTC Pay's co-signature is conditioned upon. Amounts received at the fee address are GoBTC Pay's own property from settlement. This is your payment of your own fee out of your proceeds; it is not GoBTC Pay's receipt, custody or transmission of your or any Customer's funds.
8.3. Collection — Custodial Settlement. Where Custodial Settlement applies, the Protocol Fee may be netted by the Licensed Custodian from the payout it makes to you and remitted to GoBTC Pay under the arrangements between GoBTC Pay and the Custodian; the fee remains your obligation and GoBTC Pay's property.
8.4. Gross proceeds; statement. For accounting and tax purposes you are treated as receiving the full Transaction Amount as gross proceeds, with the Protocol Fee a deductible expense paid at source; tax reporting of your sales is yours. GoBTC Pay issues a monthly electronic statement itemizing Transactions, fees collected and any accrued fees (due within fifteen (15) days, in BTC or USD as stated). Statements are deemed accepted absent written dispute within sixty (60) days (manifest error excepted).
8.5. Changes; no Customer surcharge issues for us. Fee changes are prospective only on thirty (30) days' notice; continued submission of Transactions after the effective date constitutes acceptance. You are solely responsible for the legality of your own pricing and any surcharging.
9. Refunds; Customer Service; Disputes
9.1. Refunds, returns and customer service are your sole responsibility, in compliance with applicable consumer law. A refund, where due, is a new transfer from your Merchant Wallet to the Customer's originating address, via your co-signed transaction. GoBTC Pay cannot execute, fund, compel or guarantee refunds; there are no chargebacks.
9.2. Protocol Fees on refunded Transactions are not refundable per the Fee Schedule.
10. Prohibited and Restricted Businesses; Acceptable Use
10.1. You may not use the Merchant Services for the categories in Exhibit C, updated on notice; Restricted categories require prior written approval and may carry enhanced due diligence and conditions.
10.2. You will not: use the Merchant Services unlawfully (including money laundering, sanctions evasion, fraud); act as an unapproved payment intermediary/aggregator reselling acceptance; split transactions to evade screening; submit Transactions unrelated to a bona fide sale of your goods or services; or interfere with the protocol.
11. Compliance with Laws; Sanctions
11.1. You will comply with all laws applicable to your business and your acceptance of Bitcoin (consumer-protection, pricing-disclosure, licensing, data-protection, tax and reporting), and are solely responsible for determining whether and how you may lawfully accept crypto-asset payments and for any license your activities require.
11.2. You represent, warrant and covenant continuously that you are not, and are not owned or controlled by, a sanctioned person, are not in a sanctioned jurisdiction, will not accept payments from persons you know or should know to be sanctioned, and that your onboarding/Screening information is and will remain truthful, accurate and complete.
11.3. GoBTC Pay may decline to co-sign or support, and may suspend the Merchant Services, where Screening or law requires or where proceeding would create legal, regulatory or sanctions risk; GoBTC Pay cannot and does not freeze your funds, which remain in your Merchant Wallet.
12. Data; Privacy; Customer Data
12.1. Each party will comply with applicable data-protection law; the Privacy Policy governs GoBTC Pay's processing. You consent to exchange of onboarding, Screening, transaction and wallet-address data among GoBTC Pay, screening/analytics vendors, the Recovery Custodian and, in a Custodial Settlement state, any Licensed Custodian, including originator/beneficiary information custodians must exchange.
12.2. You will use Customer data received (e.g., originating addresses) only to perform the sale, process refunds and meet legal obligations — not for marketing without independent lawful basis, and never for on-chain surveillance of Customers.
13. SDK, API and Dashboard License; Security
13.1. GoBTC Pay grants a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Dashboard, SDK and APIs to accept Transactions for your own business per the documentation. Other rights reserved; open-source components per their own licenses.
13.2. You will keep API keys and webhook secrets confidential, rotate on compromise, secure your systems, observe rate limits, not build a competing payment-messaging service, and install security updates. Keys are shown once at creation; you are responsible for activity under your keys until you report compromise.
14. Representations; 15. Term; Suspension; Termination
14. Each party is duly organized and has power to contract. You further represent that your business and goods/services are lawful where sold, you do not fall within Exhibit C, you hold all licenses your business requires, and your performance breaches no other agreement.
15.1. These Terms run until terminated. You may terminate anytime. We may terminate for convenience on 30 days' notice, and may suspend or terminate immediately where Screening is unsatisfactory, on reasonable suspicion of breach, fraud, Exhibit C activity or unlawful conduct, where required by law, or where continued service would create legal, regulatory or sanctions risk.
15.2. Effect. On termination, tooling and licenses cease; settled Transactions are unaffected; accrued Protocol Fees remain payable; and — because GoBTC Pay never holds your funds in Direct Settlement — termination does not affect BTC in your Merchant Wallet (recoverable via your Merchant Key together with the Recovery Key released by the Recovery Custodian). For any Custodial-Settlement value, your rights are governed by your agreement with the Licensed Custodian. Sections 3, 7–9, 11, 12, 14, 16–22 survive.
16. Indemnification
You will defend, indemnify and hold harmless GoBTC Pay and its affiliates, officers, directors and employees from third-party claims and resulting losses, penalties and reasonable costs (including attorneys' fees) arising out of: your goods/services, sales, refunds or customer relationships; your breach of these Terms or violation of law (including sanctions, consumer-protection, tax and any surcharging); your Exhibit C activity; or your systems' security failures — except to the extent caused by GoBTC Pay's breach, gross negligence or willful misconduct. GoBTC Pay will indemnify you against third-party claims that the Dashboard, SDK or APIs as provided and used per the documentation infringe U.S. IP rights, subject to standard exclusions and remedies.
17. Disclaimers; 18. Limitation of Liability
17. THE MERCHANT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOBTC PAY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THE ACTS OF WALLET PROVIDERS, RECOVERY PROVIDERS, LICENSED CUSTODIANS OR CUSTOMERS, THE VALUE OF BITCOIN, OR THE BITCOIN NETWORK.
18. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA OR GOODWILL; (B) GOBTC PAY IS NOT LIABLE FOR LOSS OF OR INABILITY TO ACCESS BTC, FOR THE ACTS OF A RECOVERY PROVIDER OR LICENSED CUSTODIAN, OR FOR BTC PRICE FLUCTUATION; AND (C) GOBTC PAY'S AGGREGATE LIABILITY WILL NOT EXCEED THE PROTOCOL FEES YOU PAID IN THE 12 MONTHS BEFORE THE CLAIM. EXCLUSIONS (A)–(C) DO NOT APPLY TO YOUR INDEMNITY AND FEE OBLIGATIONS, BREACH OF SECTION 12 OR 13, OR LIABILITY THAT CANNOT BE LIMITED BY LAW (FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT).
19. Confidentiality
Each party will protect the other's non-public business, technical and pricing information with at least reasonable care, use it only to perform, and disclose only to personnel/advisors under confidence or as required by law (with notice where lawful). Survives 3 years post-termination; trade secrets for as long as they remain such.
20. Arbitration; Class Waiver; 21. Governing Law
20.1. Senior-representative negotiation for thirty (30) days after written notice. 20.2. Disputes not resolved are finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, one arbitrator, seated in New York, New York, in English; the FAA governs; judgment may be entered in any competent court; either party may seek temporary injunctive relief to protect IP or confidential information, and GoBTC Pay may bring fee-collection claims in any competent court. 20.3. ALL CLAIMS PROCEED INDIVIDUALLY; CLASS, COLLECTIVE, CONSOLIDATED AND REPRESENTATIVE PROCEEDINGS ARE WAIVED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
21. New York law governs (the FAA governs Section 20); the U.N. CISG does not apply; exclusive venue for non-arbitrable proceedings is the state and federal courts in New York County, New York.
22. Changes; General
22.1. Changes. Prospective amendments on at least thirty (30) days' notice (fee changes per Section 8.5; Exhibit A and Exhibit C updates on shorter notice where regulatory developments require). Continued use after the effective date constitutes acceptance; material changes — including any change to Section 3 or any change that would place your Transaction value into Custodial Settlement with a Licensed Custodian — require your renewed affirmative acceptance and updated disclosures. No retroactive amendments; versions archived by number and date.
22.2. General. Entire agreement (these Terms, Exhibits, Privacy Policy, any order form); severability; no waiver by conduct; you may not assign without consent (not unreasonably withheld for affiliates/successors), we may assign to an affiliate or in a corporate transaction on notice; independent contractors (no partnership, joint venture or agency); force majeure (including Bitcoin network disruptions); notices via Dashboard/email and to [email protected]; headings for convenience; “including” means “including without limitation”; English controls.
Exhibit A — Recovery Key Holder and Licensed Custodians
State A — non-custodial (default; in effect from the Effective Date). The Recovery Key (the third key) is held offline by a trusted third-party Recovery Custodian, independent of GoBTC Pay, which releases it to the Merchant only under the Conditional Recovery flow. GoBTC Pay holds only the GoBTC Pay Key and never holds the Merchant’s funds.
State B — custodial (reserved). This Exhibit A is reserved. A Licensed Custodian / Licensed Partner is not yet designated. Custodial Settlement is not offered, and no Licensed Custodian holds any key or any funds, unless and until GoBTC Pay completes its transition to the custodial model with a Licensed Partner in the relevant jurisdiction, executes the Licensed Custodian & Settlement Services Agreement, verifies its licenses, and populates this Exhibit A — at which point the material-change consent procedure in Section 22.1 applies.
Exhibit B — Fee Schedule
- Protocol Fee: 0.2% (20 bps) of the Transaction Amount per completed Transaction.
- Direct Settlement collection: at source — 99.8% to your Merchant Wallet, 0.2% to the GoBTC Pay fee address, in one settlement transaction. Worked example: a 0.01000000 BTC Transaction settles 0.00998000 BTC to you and 0.00002000 BTC to the fee address; the Customer pays exactly 0.01000000 BTC.
- Dust fallback: where the at-source fee output is below the dust threshold, the fee accrues to the monthly statement or to your next withdrawal's fee output.
- Custodial Settlement collection: netted by the Licensed Custodian from your payout and remitted to GoBTC Pay (Section 8.3).
- Accrued fees: payable within fifteen (15) days of the monthly statement, in BTC or USD as stated. Network and wallet/custody-provider fees are not GoBTC Pay fees. Changes per Section 8.5 (30 days).
Exhibit C — Prohibited and Restricted Businesses
Prohibited (no acceptance): sanctioned persons/jurisdictions; any illegal goods or services; CSAM and sexual services; controlled substances (other than licensed pharmaceuticals where lawful); weapons, ammunition, explosives; counterfeit and IP-infringing goods; stolen goods; fraud, Ponzi/pyramid schemes, fake documents; malware/hacking/stolen-data; mixing/tumbling and anonymity-enhancing services; unlicensed money services, payment aggregation or resale of acceptance; unlicensed gambling; unlicensed securities/commodities/derivatives; human trafficking; terrorist financing/propaganda; darknet marketplaces.
Restricted (prior written approval + conditions): licensed gambling/gaming; licensed cannabis (U.S. federal/state conflict — presumptively declined in the U.S.); licensed pharmaceuticals and telemedicine; lawful adult content; tobacco/vaping/alcohol; lawful firearms accessories; high-value art, antiquities and precious-metals dealers; charities and political fundraising; travel/ticketing aggregators; marketplaces/platforms with sub-merchants; businesses primarily selling crypto-assets or NFTs; money-adjacent services (bill pay, payroll) even where licensed.