Lucrum - Software License Agreement

LUCRUM SOFTWARE LICENSE AGREEMENT

Last updated: 26 May, 2025

These Lucrum Software License Terms (together with all appendices and exhibits hereto, which are hereby incorporated by reference, these "Terms," "License Terms," or this "Agreement") explain the terms and conditions by which you, whether personally or on behalf of an entity ("you"), may access and use the software products and services (the "Software") provided by Lucrum (hereinafter referred to as "Lucrum," "we," "us," and "our").

IMPORTANT NOTICE: This Software provides businesses with tools and interfaces to facilitate their own payment transactions. However, LUCRUM DOES NOT PROCESS, HANDLE, OR TAKE CUSTODY OF ANY FUNDS OR FINANCIAL TRANSACTIONS. All payment processing is conducted directly between businesses and their chosen payment providers or counterparties. Businesses retain exclusive control over all aspects of their transactions, including the selection of payment methods, timing, counterparties, and settlement terms. Lucrum merely provides software tools that enable businesses to manage their own payment operations.

KEY RELATIONSHIP SUMMARY:

Lucrum provides: Software tools and interfaces for payment management
Businesses provide: All payment processing, regulatory compliance, and fund handling
Customers interact with: Businesses directly for all payment matters
Funds flow between: Businesses, customers, and payment providers (never through Lucrum)

Example Payment Flow: Customer → Payment Provider (e.g., Stripe) → Business Bank Account ↑ ↑ └── Business uses Lucrum Software ──┘ (to manage/track transaction)

1. ACCEPTANCE OF TERMS

By downloading, installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Software.

You represent and warrant that you:

Are at least 18 years of age
Have the legal capacity to enter into this Agreement
Are not prohibited from using the Software under any applicable laws

2. SOFTWARE LICENSE GRANT

2.1 License

Subject to your compliance with these Terms, Lucrum grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Software solely for your personal or internal business purposes. The Software enables businesses to interface with payment systems and manage payment operations through third-party providers, but Lucrum does not participate in or control any financial transactions.

2.2 License Restrictions

You shall not:

Copy, modify, or create derivative works of the Software
Reverse engineer, disassemble, decompile, or attempt to discover the source code of the Software
Sell, rent, lease, sublicense, distribute, or otherwise transfer the Software
Remove, alter, or obscure any proprietary notices on the Software
Use the Software for any illegal or unauthorized purpose
Misrepresent that Lucrum processes payments or holds funds
Attempt to route payment processing through Lucrum's systems
Use the Software in any way that violates payment card industry standards or financial regulations
Attempt to gain unauthorized access to any systems or networks through the Software

3. BUSINESS USE AND PAYMENT PROCESSING CLARIFICATION

3.1 Software Functionality

The Software provides businesses with tools and interfaces to:

Connect with various payment processors and systems through APIs
Display payment options to customers
Generate payment requests and invoices
Track transaction status and history
Manage payment operations through third-party providers
Interface with multiple payment methods (credit cards, digital wallets, etc.)
Record transaction data for business analytics

The Software acts solely as a management interface and does not:

Execute payment transactions
Move or hold funds
Authorize or decline transactions
Access payment credentials or sensitive payment data

3.2 No Custody or Processing by Lucrum

You acknowledge and agree that:

Lucrum never holds, controls, or has custody of any funds
Lucrum does not process any financial transactions
All payments flow directly between businesses, customers, and payment providers
Lucrum has no involvement in the movement or settlement of funds
Businesses maintain exclusive control over their payment relationships

For example: When a customer pays a business using the Software, the payment flows directly from the customer to the business's payment processor (e.g., Stripe) and then to the business's bank account. Lucrum never touches, sees, or controls these funds.

3.3 Business Responsibilities

Businesses using the Software are solely responsible for:

Selecting and contracting with payment processors
Complying with all applicable financial regulations (including PCI-DSS, AML, KYC)
Obtaining necessary licenses and permits for payment processing
Managing relationships with customers and payment providers
Determining transaction terms, timing, and counterparties
Ensuring proper licensing for their payment activities
Maintaining security of their payment credentials
Complying with all card network rules and regulations
Properly handling and protecting customer payment data
Meeting all tax and reporting obligations related to their transactions

3.4 Third-Party Services

The Software may integrate with third-party payment services (such as Stripe, payment card networks, digital wallets, etc.). You acknowledge that:

These integrations are for your convenience only
Lucrum is not affiliated with these third-party providers
You must establish your own direct relationships with payment providers
You must comply with the third-party providers' terms of service
Lucrum is not responsible for third-party service availability or performance
All contractual relationships are directly between you and the payment providers
Lucrum does not intermediate or participate in these relationships

3.5 LUCS Governance Tokens

Any LUCS governance tokens mentioned in connection with the Software are:

Not issued or distributed by the Software itself
Subject to separate terms and conditions
Not payment instruments or financial products
Used solely for governance participation in the Lucrum DAO

3.6 Regulatory Compliance

You acknowledge that:

Lucrum is not a money transmitter, payment institution, or financial services provider
The Software does not require financial services licensing as it does not handle funds
Businesses using the Software must obtain their own regulatory approvals
Lucrum makes no representations about the regulatory status of your business activities

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership

The Software and all intellectual property rights therein are and shall remain the exclusive property of Lucrum and its licensors. Nothing in these Terms transfers any ownership rights to you.

4.2 Feedback

If you provide any feedback, suggestions, or ideas regarding the Software ("Feedback"), you grant Lucrum a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without any obligation to you.

5. PRIVACY AND DATA COLLECTION

5.1 Privacy Policy

Your use of the Software is subject to our Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy explains how we collect, use, and protect your information.

5.2 Data Collection

The Software may collect certain technical data including but not limited to:

Device information and identifiers
Usage statistics and analytics
Error logs and performance data
Transaction metadata (but not payment details)

LUCRUM DOES NOT COLLECT, STORE, OR PROCESS ANY ACTUAL PAYMENT INFORMATION OR FUNDS. Any payment data is handled exclusively by businesses and their chosen payment providers.

6. DISCLAIMERS AND LIMITATIONS OF LIABILITY

6.1 "AS IS" Basis

The software is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory. lucrum disclaims all warranties including merchantability, fitness for a particular purpose, and non-infringement.

6.2 No Financial Services or Custody

Lucrum explicitly disclaims that:

Lucrum does not process payments or transactions
Lucrum does not hold custody of any funds
Lucrum does not handle monetary transfers
Lucrum is not a payment processor or financial intermediary
Lucrum does not control, direct, or participate in any financial transactions

The Software provides tools that enable businesses to:

Interface with their chosen payment processors
Manage their own payment operations
Connect with various payment systems of their choosing
Maintain complete control over their transaction counterparties
Determine when, how, and with whom they transact

All payment processing is conducted directly between businesses and their chosen providers. lucrum has no involvement in, control over, or responsibility for these transactions.

6.3 Limitation of Liability

To the maximum extent permitted by law, lucrum shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising from your use of the software.

6.4 Assumption of Risk

You acknowledge that:

The Software incorporates experimental technology
Use of the Software involves risks including potential bugs, errors, or vulnerabilities
You assume all risks associated with using the Software
Lucrum is not responsible for any losses arising from Software malfunctions

7. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Lucrum and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses arising from:

Your violation of these Terms
Your use or misuse of the Software
Your violation of any applicable laws or third-party rights
Any attempt to use the Software for payment processing or financial transactions

8. TERM AND TERMINATION

8.1 Term

This Agreement is effective upon your acceptance and continues until terminated.

8.2 Termination

You may terminate this Agreement by ceasing all use of the Software and deleting all copies
Lucrum may terminate this Agreement immediately if you breach any provision
Lucrum may discontinue the Software at any time without notice

8.3 Effect of Termination

Upon termination:

All licenses granted to you will immediately cease
You must stop using the Software and delete all copies
Sections that by their nature should survive will remain in effect

9. GOVERNANCE AND DECENTRALIZATION

9.1 DAO Structure

Lucrum operates as a decentralized autonomous organization (DAO). Decisions regarding the Software may be made through decentralized governance processes.

9.2 No Centralized Control

You acknowledge that:

Lucrum does not exercise centralized control over all aspects of the Software
Governance decisions may be made by token holders through voting mechanisms
The decentralized nature of governance may affect Software development and support

10. GENERAL PROVISIONS

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to conflict of law principles.

10.2 Dispute Resolution

Any disputes arising from this Agreement shall be resolved through binding arbitration in accordance with the rules of Hong Kong. The arbitration shall be conducted in Hong Kong in the English language.

10.3 Entire Agreement

This Agreement constitutes the entire agreement between you and Lucrum regarding the Software and supersedes all prior agreements and understandings.

10.4 Amendments

Lucrum may modify these Terms at any time. Continued use of the Software after modifications constitutes acceptance of the updated Terms.

10.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.6 No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

10.7 Assignment

You may not assign or transfer this Agreement without Lucrum's prior written consent. Lucrum may assign this Agreement without restriction.

11. CONTACT INFORMATION

For questions about this Agreement or the Software, please contact:

Lucrum DAO
legal@lucrum.cash

12. PROHIBITED USES

You agree not to use the Software:

For any unlawful purpose or in violation of any laws
To transmit viruses, malware, or harmful code
To interfere with or disrupt the Software or servers
To attempt unauthorized access to any portion of the Software
To scrape, mine, or harvest data from the Software
To impersonate any person or entity
To create multiple accounts or engage in fraudulent activities
To attempt to have lucrum process or hold custody of any funds or financial transactions

13. UPDATES AND MODIFICATIONS

13.1 Software Updates

Lucrum may provide updates, patches, or new versions of the Software. You acknowledge that:

Updates may be automatically installed
Updates may modify features or functionality
Failure to install updates may result in reduced functionality

13.2 No Obligation

Lucrum has no obligation to provide updates, maintenance, or support for the Software.

14. EXPORT COMPLIANCE

You represent and warrant that:

You are not located in a country subject to trade embargoes
You are not on any prohibited party lists
You will comply with all applicable export control laws

15. ACKNOWLEDGMENTS

By using the Software, you acknowledge that you have read and understood:

This Software License Agreement
The Privacy Policy
That the Software does not process financial transactions
That the Software is provided without warranties
That you use the Software at your own risk

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

Version: 1.0