CloudFran Unified Payments + Marketplace Addendum (Fintech, Marketplace, Settlement, Compliance)

1. Scope

This Addendum governs all payment processing, marketplace transactions, settlements, transfers, and financial operations conducted through CloudFran, including Exchange, QRPay, Omnitopia, and CloudMeMoney.

2. Platform Role

CloudFran operates as a technology platform and is not a bank, money transmitter, or payment processor. Payment services are provided through third-party providers such as Stripe.

3. Merchant of Record

Unless explicitly stated, the merchant or seller is the merchant of record and is solely responsible for taxes, fulfillment, refunds, and compliance.

4. Payments and Settlement

All payments are processed via third-party providers. Settlement timing, availability of funds, and payouts are subject to provider terms.

5. Fees

5.1 Platform Processing Fee. CloudFran charges a platform processing fee of 3.5% + $0.75 per transaction, applied off-the-top of the gross transaction amount before any creator/merchant revenue share is calculated (Option A model). This fee applies uniformly to every money-moving flow on the Platform, including: Founding Creator and Foundation Member reservations, Loyalty point bundle purchases, marketplace template sales, Exchange transactions, QR Pay collections, GhostChef Direct Orders, ChefMarket purchases, Photo Touchup paid jobs, Forms paid submissions, and SDR commission settlements.

5.2 Worked Example. On a $100.00 transaction, the platform fee is calculated as ($100.00 × 3.5%) + $0.75 = $4.25. The remaining $95.75 is the net base for any downstream creator/merchant revenue-share calculation.

5.3 Third-Party Processing. The platform fee is in addition to (and separate from) third-party processing fees, including but not limited to Stripe (typically 2.9% + $0.30 per card transaction), ACH/SEPA fees, and currency-conversion fees.

5.4 Sales Tax / VAT. Sales tax, VAT, and equivalent transaction-level taxes are computed and collected separately by Stripe Tax (or equivalent provider) at checkout and remitted to taxing authorities. Such taxes are not included in the gross amount used to compute the platform fee.

5.5 Non-Refundability. Platform fees are earned at the moment of transaction completion and are non-refundable except where required by applicable law or as expressly stated in Section 7 (Chargebacks).

5.6 Disclosure Pre-Charge. The platform fee is disclosed to the paying party before each transaction is authorized. Users acknowledge and accept the platform fee by completing the payment.

6. Transfers and Revenue Sharing

CloudFran may facilitate revenue splits between platform and merchants using provider tools such as separate charges and transfers.

7. Chargebacks and Disputes

7.1 Merchant Responsibility. The merchant of record is responsible for responding to all chargebacks, disputes, and inquiries from cardholders, card networks, and processors. CloudFran provides tools to assist (evidence upload, templated responses, deadline tracking) but does not act as merchant of record for marketplace transactions.

7.2 Chargeback Mirror Fee. CloudFran assesses a chargeback fee that mirrors the third-party processor's fee, currently $15.00 per chargeback. If the merchant elects to fight the chargeback and the chargeback is decided in favor of the cardholder, an additional fee mirroring the processor's representment fee is assessed (currently $15.00 per representment loss). These fees are deducted from the next available settlement.

7.3 Optional Auto-Accept Threshold. Merchants may opt in (via signed addendum) to an automatic chargeback-acceptance policy for disputes at or below $25.00. Under this policy, CloudFran will automatically accept the cardholder's claim, refund the disputed amount, and pay the chargeback mirror fee — without requiring the merchant to upload evidence. This policy is designed to save merchant time and the additional representment-loss fee on small disputes that are typically uneconomic to fight. The threshold and election are per-merchant and may be modified or revoked with prospective effect by giving CloudFran written notice.

7.4 Evidence Upload + Response. Where the merchant elects to fight a chargeback, CloudFran provides a merchant-facing evidence-upload portal with timeline tracking. Merchants must respond within the processor's evidence-submission deadline (typically 7-10 calendar days). CloudFran may pre-fill evidence templates based on transaction metadata.

7.5 Refunds Initiated by Merchant. Voluntary refunds (Section 9) do not incur the chargeback fee.

7.6 Disclosure Pre-Acceptance. The chargeback fee schedule and the optional auto-accept-threshold election are disclosed to merchants prior to first transaction and recorded with timestamped click-wrap acceptance via CloudFran's terms-acceptance system.

8. Marketplace Transactions

In marketplace environments, CloudFran is not a party to transactions between buyers and sellers and is not responsible for product quality or delivery.

9. Refunds

Refunds are issued by the merchant. CloudFran fees are not refunded unless required by law.

10. KYC and Compliance

Users may be required to complete identity verification (KYC/KYB) and comply with anti-money laundering (AML) regulations.

11. Prohibited Activities

Users may not engage in illegal, fraudulent, or restricted activities as defined by payment providers and applicable law.

12. Tax Reporting

12.1 User Responsibility. Users are responsible for all tax obligations applicable to amounts received through the Platform, including income, sales, and use taxes.

12.2 Sales Tax via Stripe Tax. Where enabled, sales tax / VAT is computed and collected at checkout by Stripe Tax based on the buyer's destination jurisdiction. Collected taxes are held separately by Stripe and remitted to applicable taxing authorities; CloudFran does not retain such taxes.

12.3 1099-NEC for U.S. Creators / Service Providers. Where required by U.S. tax law (typically when a U.S. creator or service provider receives more than $600 in a calendar year via the Platform), Stripe Connect Express automatically generates and delivers Form 1099-NEC. Recipients are responsible for reviewing the form for accuracy and including the reported income in their tax filings.

12.4 1099-K for Marketplace Sellers. Where applicable, the third-party payment processor will furnish Form 1099-K to marketplace sellers receiving payments. CloudFran may also furnish supplementary reporting on request.

12.5 International. Non-U.S. users are responsible for compliance with their local tax laws, including filing of W-8BEN equivalents where requested by the processor.

13. Data Security

CloudFran follows SOC2-aligned practices. Payment data is handled by certified processors.

14. International Transactions

Cross-border transactions may involve additional fees, currency conversion, and regulatory requirements.

15. Liability

CloudFran is not liable for financial losses, payment delays, processor errors, or regulatory actions.

16. Data Usage

Transaction data may be used for analytics, fraud detection, and platform optimization.

17. Governing Law

This Addendum is governed by Delaware law with Georgia enforceability considerations.