Legal

Last updated: January 13, 2026

This Merchant Program Agreement ("Agreement") governs your participation as a merchant on the Oshi platform. By enrolling, integrating, or funding rewards through Oshi, you ("Merchant") agree to be bound by this Agreement.

This Agreement is between you and Oshi Technologies, Inc. ("Oshi," "we," "us," or "our").

This Agreement is subject to the Oshi Terms of Service, Privacy Policy, Merchant Acceptable Use Policy, and Redemption Terms.

Consent to Electronic Records and Signatures

By accessing or using the Platform, you consent to receive all agreements, notices, disclosures, and other communications electronically, including via email, SMS, or through the Platform.

You agree that electronic records satisfy any legal requirement that such communications be in writing, and that your electronic acceptance — including clicking "I agree," submitting forms, or otherwise using the Platform — constitutes your legal signature with the same force and effect as a handwritten signature.

You may withdraw this consent by contacting us; however, doing so may limit or prevent your ability to use the Platform or receive required communications.

1. Platform Role

Oshi provides a technology platform that allows Merchants to offer Bitcoin-based promotional rewards to their customers. Oshi is not a bank, not a wallet provider, not a payment processor for Merchant sales, and not the issuer of Merchant promotions.

Merchants are solely responsible for:

• their products and services,
• customer transactions,
• refunds, returns, and disputes, and
• compliance with applicable laws.

2. Issuance of Rewards

Merchants use Oshi to define promotional reward offers for customers. Merchants are the legal issuers of all promotions and offers. Oshi administers rewards on behalf of Merchants using its platform and tracking systems.

Rewards are promotional incentives, not customer deposits, not stored value, and not financial accounts.

3. Funding Rewards

Merchants fund rewards by purchasing reward credits through the Platform using approved payment methods. Reward credits:

• are non-transferable,
• are non-withdrawable,
• are locked for promotional use only, and
• do not represent cash, cryptocurrency, or custodial funds.

Fees charged by Oshi are separate from reward credits and may include platform fees, payment processing fees, and exchange or network costs.

4. Refunds

Platform fees or subscriptions may be refunded only if Oshi expressly agrees in writing.

Reward credits and unused reward balances are never refundable, regardless of the payment method used to fund them (including Bitcoin).

All refunds, if granted, are issued in U.S. dollars only.

5. Holding Periods and Clawbacks

Merchants may select a holding period during which customer rewards remain pending and may be reversed due to refunds, chargebacks, fraud, or disputes.

Oshi may modify holding periods or enforce additional controls to protect the Platform, Merchants, or users.

Merchants may claw back rewards at any time for legitimate reasons, provided the customer still holds the rewards. Once redeemed or withdrawn, rewards cannot be clawed back.

6. Unclaimed and Expired Rewards (Breakage)

Unclaimed, expired, reversed, or forfeited rewards are promotional breakage and belong to Oshi.

Merchants have no right to reclaim unused or expired rewards.

7. Customer Data

Merchants provide customer identifiers (such as email or phone number) to Oshi through Merchant systems when customers opt in to rewards or marketing.

Oshi may share customer reward activity and identifiers back to the Merchant for program operation and marketing purposes.

Merchants are responsible for obtaining all required customer consents.

8. Redemptions and Bitcoin Withdrawals

Customers may redeem rewards for merchant-defined benefits (such as store credit or discounts) or may withdraw rewards as Bitcoin through third-party service providers.

Oshi does not custody, transmit, or control Bitcoin. Bitcoin delivery is handled by third-party providers.

Bitcoin network and Lightning fees are paid by the withdrawing customer.

9. Termination

Oshi may suspend or terminate a Merchant at any time.

If Merchant terminates participation, Oshi may continue honoring customer rewards, convert them to alternative redemption options, or expire them after notice to customers.

If the Platform is shut down, all rewards and promotional credits are forfeited and expire without value. Neither Oshi nor Merchants owe any cash, Bitcoin, or other compensation for unredeemed rewards.

10. Compliance

Merchants must comply with all applicable laws, including consumer protection, advertising, privacy, and anti-fraud regulations.

Oshi may suspend or terminate accounts to comply with law or prevent abuse.

11. Taxes

Merchants are solely responsible for all taxes arising from their promotions, funding, and reward programs.

12. Disclaimers

The Platform is provided "AS IS" and "AS AVAILABLE." Oshi makes no guarantees regarding customer participation, reward redemption rates, or business outcomes.

13. Limitation of Liability

To the maximum extent permitted by law, Oshi's total liability to Merchant shall not exceed the total platform fees paid by Merchant to Oshi in the twelve (12) months preceding the claim.

14. Indemnification

Merchant agrees to indemnify and hold harmless Oshi from claims arising from Merchant's products, promotions, customers, or legal compliance.

15. Governing Law and Arbitration

This Agreement is governed by the laws of the State of Texas.

Disputes shall be resolved by binding arbitration on an individual basis. Class actions are waived.

16. Miscellaneous

This Agreement constitutes the entire agreement. Oshi may modify this Agreement at any time. Continued use constitutes acceptance.

Contact

Email: support@oshi.tech

Mail:

Oshi Technologies, Inc.
621 E 6th St
Austin, TX 78701