Terms & Conditions

1 Definitions

Throughout these Terms & Conditions, the following definitions apply:

• "Platform" refers to the BIX® Payment System, including all server-side software, client applications, mobile applications, payment plugins, POS terminal applications, APIs, portals, and associated documentation provided or made accessible by BIX System Corporation ("BIX®").
• "You," "Your," or "User" refers to any individual, business, or entity that accesses, registers for, downloads, installs, or uses the Platform or any of its components.
• "Client Applications" means those software applications and modules installed on your servers, workstations, POS devices, mobile phones, or other end-user devices.
• "Licensed Software" means all BIX® applications, software modules, libraries, configuration files, sample code, corrections, modifications, and enhancements provided through the Platform during the term of your agreement.
• "Documentation" means all instructional materials provided by BIX® in digital or physical form relating to the installation, configuration, and use of the Platform.
• "End-User" means any individual, business, or entity that purchases from, transacts with, or otherwise interacts with a merchant or system operator using the Platform.
• "Transaction Fee" means the fee charged for payment transactions processed through the Platform.
• "Derivative Work" means any revision, modification, translation, abridgment, adaptation, or other altered form of the Licensed Software.
• "Source Code" means the human-readable form of the Licensed Software from which program logic can be deduced.
• "Executable Code" means the compiled, machine-executable form of the Licensed Software.

2 License Grant & Permitted Use

Subject to these Terms, BIX® grants you a non-exclusive, non-assignable, non-transferable right to:

• Install and operate the Licensed Software for the purpose of providing payment processing, financial, and related business services to your customers and end-users.
• Archive installation packages of the Licensed Software that have been received through official BIX® distribution channels.
• Distribute BIX® Client Applications to your customers and end-users in object code form only, solely as an integrated component of your authorized use of the Platform.
• Provide your prospective customers with limited access to a royalty-free evaluation copy ("Demo Version") of the Platform for assessment purposes.

This license is granted solely for the duration of your active agreement with BIX® and is contingent upon your continued compliance with all applicable terms.

3 Restrictions

You agree that you will not, and will not permit any third party to:

• Access, obtain, or attempt to derive the Source Code of any component of the Licensed Software.
• Create any Derivative Works based on the Licensed Software, including translations into other programming languages.
• Disassemble, decompile, reverse-engineer, or otherwise attempt to extract the underlying logic or structure of the Licensed Software.
• Distribute, sell, sublicense, or transfer the Licensed Software (or any portion thereof) to any third party, except for the limited right to distribute Client Applications to your own customers and end-users as expressly permitted under Section 2.
• Use any application or software module for which the required fees or royalties have not been paid, except for authorized Demo Versions.

All rights, title, and interest in and to the Licensed Software and Documentation—including all patents, copyrights, trademarks, service marks, and trade secrets—are and shall remain the exclusive property of BIX®. BIX® reserves all rights not expressly granted under these Terms.

4 End-User Obligations

If you distribute BIX® Client Applications to your customers or end-users, you must ensure that each recipient agrees to an End-User License Agreement (EULA) that, at a minimum:

• Prohibits the end-user from modifying, reproducing, decompiling, reverse-engineering, or translating the application.
• Prohibits the end-user from distributing or transferring the application to any other party.
• Disclaims all warranties on behalf of BIX® and its affiliates.
• Limits BIX® and its affiliates' liability for any direct, indirect, incidental, or consequential damages to the maximum extent permitted by law.
• Requires the end-user to use the application exclusively for their own personal or business use.

5 Fees, Payments & Taxes

5.1 Setup Costs

The Platform will be delivered and installed only after full payment of all applicable setup costs has been received by BIX®. Setup fees are one-time and non-refundable for each instance of the Payment Gateway.

5.2 Transaction Fees

Transaction fees are payable on a weekly basis. Each weekly payment covers all transactions processed from Monday through Sunday of the preceding week. Payment is due each Monday and is made as a recurring payment based on the Weekly Report—no separate invoice is required. All fees paid to BIX® are final and non-refundable.

5.3 Basis of Calculation

The Daily Report for all card and ACH transactions serves as the basis for fee calculation. BIX® transaction fees are calculated as a percentage of the total payments received by you from your customers each day, at the agreed buy rate.

5.4 Voids, Refunds & Chargebacks

If you process a void, refund, or pay a chargeback on a transaction, BIX® will not reimburse the transaction fee for that transaction, as BIX® will have already completed processing.

5.5 Taxes

All amounts payable to BIX® are net of any taxes, withholding taxes, levies, or governmental charges. You are responsible for paying all applicable taxes (including sales, use, VAT, import/export, and income-based taxes) or incrementing your payments to BIX® accordingly. You shall make no deductions from amounts owed to BIX® for any taxes.

5.6 Hosting Fees

If you choose to host your portal within the BIX® Secure Cloud, a monthly hosting fee of $245 per portal applies, payable in advance.

6 Fee Schedules

Revenue Sharing Arrangements

System Operators: If you operate your own Payment Gateway, transaction fees above the Interchange Fee and Processor's Buy Rate are split 50/50 between you and BIX®. If the combined fee renders a merchant's total non-competitive, BIX® and you may mutually adjust the rate while maintaining the 50/50 split principle.

Agents: If you act as an agent introducing merchants to BIX®, you will receive 10% of the fee charged above the Interchange and Processor's Buy Rate. BIX® collects all fees from merchants and pays the agent's share.

Merchants (Direct): If you are a merchant using the Platform directly, you pay BIX® 4% above Interchange and Buy Rate for high-risk classification, or 1% for low-risk classification.

7 Record Keeping & Audits

You agree to maintain complete and accurate records relating to the disposition, operation, and use of the Platform, including all transaction records. If you perform your own accounting, you must submit monthly financial reports to BIX® no later than seven (7) days following the end of each calendar month, detailing all products distributed and fees collected.

BIX® may inspect your records or appoint independent auditors to verify compliance. You agree to accommodate any such audit within fifteen (15) business days of a written request, during normal business hours. Audit costs are borne by BIX® unless a material discrepancy is found (exceeding 5% of amounts owed or $10,000), in which case you bear the cost. Any underpayments disclosed by an audit must be paid within ten (10) business days, together with applicable late-payment charges.

8 Intellectual Property

You acknowledge that BIX®, BIX® Technologies, BIX® System, BIX® Payment System, BIX® Wallet, BIX® Ledger, BIX® Exchange, BIX® Portal, and BIX® Coin are trademarks and registered trademarks of BIX System Corporation. These Terms grant you no rights to such marks except the limited right to reproduce them in authorized distributions of the Platform, provided BIX® is credited as the owner.

You agree to maintain and respect all trademark, trade name, and copyright notices associated with the Platform and its Documentation. You shall include a reference to BIX® in any advertisement or promotional material related to your use of the Platform.

You shall ensure that each entity in your distribution chain markets and distributes the Platform as an integrated unit, and shall use commercially reasonable efforts to prevent any unauthorized separation, copying, or redistribution of BIX® software components.

9 Export Compliance

You acknowledge that certain components of the Platform may incorporate encryption technology and may be subject to export restrictions imposed by the U.S. Department of Commerce's Bureau of Export Administration (BXA). You shall not export or re-export any restricted component outside the United States or your designated country of operations without obtaining all required permits and approvals. You accept ultimate responsibility for compliance with all applicable U.S. and international export laws.

10 Patents & Indemnification

The Platform incorporates technology covered by the following U.S. patents, royalty-free licenses for which are included in these Terms:

• U.S. Patent No. 9,635,000 — Blockchain Identity Management System based on Public Identities Ledger
• U.S. Patent No. 10,284,379 — Public-Key Infrastructure based on the Public Certificates Ledger
• U.S. Patent No. 10,535,065 — Secure Payment Transactions based on the Public Bankcard Ledger

BIX® will defend any claim brought against you alleging that the Licensed Software, used within the scope of these Terms, infringes a copyright, patent, or trademark. BIX® will cover resulting costs and damages up to the total monthly amount you have paid under these Terms, provided you notify BIX® promptly in writing and grant BIX® sole control of the defense and any settlement.

BIX® has no obligation under this section for claims arising from (a) use of a non-current or modified version of the Licensed Software, or (b) use of the Licensed Software in combination with non-BIX® software or data where the infringement would not have occurred absent such combination.

11 Warranties & Disclaimers

11.1 Functional Correctness

BIX® warrants that the Platform will substantially conform to its published Documentation at the time of delivery. If you identify material errors within thirty (30) days of delivery and provide BIX® with a written report, BIX® will use reasonable efforts to correct the issue at no additional cost. This is your sole and exclusive remedy for functional non-conformance.

11.2 IT Security

BIX® warrants that it will use best efforts to ensure the Platform complies with the BIX® IT Security Policy, which encompasses communication security (data confidentiality and integrity in transit), application security (authorized access and correct execution), and data security (protection of stored data).

11.3 Financial Security

Where the Platform processes financial transactions, BIX® warrants best-effort compliance with PCI DSS specifications. If you require formal PCI DSS certification for your specific deployment, BIX® will provide technical assistance on a best-effort basis.

11.4 Disclaimer

12 Data Ownership & Privacy

All data generated through your use of the Platform belongs to you. BIX® will not access or use your data except as strictly necessary to provide customer support, system maintenance, and operational assistance.

BIX® will use best efforts to assist you in protecting the privacy of your customers' personal and business data and in maintaining compliance with all applicable data privacy regulations.

13 Confidentiality

All proprietary or confidential information disclosed by BIX® to you in connection with the Platform—including technical documentation, source code, algorithms, and marketing materials—constitutes Confidential Information and must be treated with the same standard of care you apply to your own trade secrets.

Information is not considered confidential if it: (a) is already publicly available through no fault of yours, (b) is lawfully received from a third party without restriction, or (c) can be demonstrated to have been independently developed by you prior to disclosure.

You shall not copy, reproduce, disassemble, or duplicate any Confidential Information. You must maintain appropriate confidentiality agreements with all employees who have access to such information.

14 Limitation of Liability

In no event shall BIX® be liable for any loss of profits, loss of business, loss of use or data, business interruption, or any indirect, special, incidental, or consequential damages arising under or in connection with these Terms, even if BIX® has been advised of the possibility of such damages.

You agree to defend, indemnify, and hold harmless BIX® and its directors, officers, agents, employees, and affiliates from any claim, proceeding, liability, loss, damage, cost, or expense (including attorney's fees) arising from your use of the Platform.

15 Term & Termination

These Terms take effect on the date you first access or use the Platform and continue for a period of one (1) year. Unless either party provides thirty (30) days' written notice before the end of the current term, the agreement automatically renews for successive one-year periods.

Either party may terminate for cause if the other party: (a) fails to make a required payment and does not cure within ten (10) days of notice, (b) materially breaches any other obligation and fails to cure within thirty (30) days of written notice, (c) declares or is adjudicated bankrupt, or (d) has a receiver or trustee appointed for a substantial portion of its assets.

If BIX® terminates for any reason other than the above, BIX® will guarantee continuity of operations for one (1) year following the termination date. Upon termination, you must discontinue marketing and distribution of all Platform products and promptly return all BIX® property and materials. BIX® may, at its sole discretion, revoke your access to public repositories where Platform products are published.

Confidentiality obligations survive termination until the relevant information enters the public domain.

16 General Provisions

16.1 Severability

If any provision of these Terms is found to be illegal or unenforceable, the remaining provisions shall continue in full force and effect.

16.2 No Waiver

No waiver, forbearance, or course of dealing by either party shall affect the other party's right to require performance of any obligation under these Terms.

16.3 Relationship of the Parties

These Terms do not create an agency, partnership, joint venture, or any other joint relationship between you and BIX®. Neither you nor your agents have authority to bind BIX® in any respect.

16.4 Entire Agreement

These Terms constitute the entire understanding between you and BIX® and supersede all prior proposals and communications relating to the subject matter. Amendments require a written document signed by both parties.

16.5 Governing Law & Jurisdiction

These Terms are governed by the laws of the United States and the State of Maryland, without regard to conflict-of-law principles. All litigation shall be brought in the State courts of Montgomery County, Maryland or the United States District Court for Maryland. Both parties consent to the personal and subject-matter jurisdiction and venue of such courts. The United Nations Convention on the Sale of Goods does not apply.

16.6 Assignment

These Terms and the rights granted herein are personal to you and may not be assigned, transferred, or delegated to any third party—including corporate subsidiaries or affiliates—without BIX®'s prior written consent. Any unauthorized assignment is null and void.

16.7 Notices

All notices must be in writing and delivered to the addresses provided by each party. Notices are deemed given when delivered personally, sent via certified mail (return receipt requested), sent via email with confirmed receipt, or sent via recognized courier service.

16.8 Contact

BIX System Corporation
5801 Nicholson Lane, Suite #1122
North Bethesda, MD 20852, U.S.A.
Phone: (240) 535-2095
Email: sead.muftic@bixsystem.com