Terms and Conditions

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING SUREHANDOFF. BY CREATING AN ACCOUNT, ACCESSING, OR USING THE SUREHANDOFF SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE SUREHANDOFF.

THESE TERMS CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING:

• A MANDATORY ARBITRATION PROVISION (Section 20) that requires disputes to be resolved through binding arbitration rather than in court;
• A CLASS ACTION WAIVER (Section 20) that prevents you from participating in class action lawsuits;
• WARRANTY DISCLAIMERS (Section 17) that limit the warranties provided;
• LIMITATIONS OF LIABILITY (Section 18) that cap our liability for damages; and
• AN INDEMNIFICATION OBLIGATION (Section 19) that requires you to defend us against certain claims.

1. INTRODUCTION AND ACCEPTANCE

1.1 Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you" or "user") and Helyconne Inc., a Delaware corporation doing business as SureHandoff ("SureHandoff," "we," "us," or "our"), governing your access to and use of the SureHandoff platform, website, mobile application, and related services (collectively, the "Service").

1.2 Acceptance

By creating a SureHandoff account, accessing the Service, or using any SureHandoff feature, you acknowledge that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy (incorporated by reference). If you do not agree to these Terms, you may not access or use the Service.

1.3 Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use SureHandoff. By using the Service, you represent and warrant that you meet these requirements.

1.4 Modifications to Terms

We may modify these Terms from time to time. Changes fall into two categories:

Non-Material Changes (e.g., clarifications, contact information updates, minor operational changes): We will notify you via email or in-app notification. Continued use of the Service after the effective date (30 days after notice) constitutes your acceptance of the updated Terms.

Material Changes (e.g., fee increases, changes to arbitration terms, liability allocation, or service scope): SureHandoff will provide notice and, where required by law or designated in the notice, may require affirmative acceptance before you continue using affected features or create new transactions. Continued use alone will not be treated as affirmative acceptance where affirmative consent is required.

You may terminate your account at any time if you disagree with any changes to these Terms. The effective date at the top of this document reflects the most recent version.

2. THE SUREHANDOFF SERVICE

2.1 What SureHandoff Is

SureHandoff is a marketplace technology platform that coordinates protected handoffs for items that buyers and sellers have already agreed to exchange elsewhere (e.g., Facebook Marketplace, Craigslist, OfferUp, or private sales).

The SureHandoff workflow includes:

• Payment collection from the buyer;
• Courier assignment and pickup coordination;
• Documented inspection of the item (photographs and video);
• Secure transportation and delivery;
• Buyer verification and approval; and
• Dispute resolution if problems arise.

2.2 What SureHandoff Is Not

SureHandoff is a marketplace technology platform and transaction workflow coordinator. We do not:

• Sell items or set item prices;
• List items for sale;
• Own, warehouse, or handle items (except through independent courier partners);
• Act as a shipping or delivery company;
• Employ couriers as our agents or employees (see Section 7);
• Hold buyer funds or seller proceeds ourselves (our payment partner, Trustap, holds funds in escrow); or
• Guarantee the condition, authenticity, legality, or quality of items.

2.3 Service Availability

SureHandoff supports eligible transactions across the United States, subject to courier availability in the pickup and delivery locations. We do not guarantee coverage in all areas. Delivery availability depends on the route and the independent couriers available to accept assignments.

The Service may be temporarily unavailable due to maintenance, technical issues, or third-party service outages (including Trustap or courier availability). We do not guarantee uninterrupted or error-free access.

2.4 Pilot Phase and Transaction Limits

SureHandoff is currently operating in a private pilot phase. During this phase:

• Item prices must be between $25 and $1,500 USD (excluding delivery and SureHandoff Protection fees).
• Transactions outside this range will be rejected when created.
• We may impose additional restrictions, invite-only access, or usage limits as needed to operate the pilot safely and effectively.

We reserve the right to expand, modify, or lift these limits at any time.

3. USER ACCOUNTS

3.1 Account Creation

To use SureHandoff, you must create an account and provide accurate, current, and complete information, including your name, email address, phone number, and any other information requested during registration.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials (username, password, authentication codes);
• All activity that occurs under your account, whether or not authorized by you; and
• Notifying SureHandoff immediately if you suspect unauthorized access or a security breach.

Do not share your account credentials or allow others to use your account. SureHandoff is not liable for losses resulting from unauthorized use of your account.

3.3 Account Restrictions and Termination

Your Right to Terminate: You may close your account at any time by contacting SureHandoff support. Outstanding obligations (including pending transactions, payment obligations, and indemnification duties) survive termination.

SureHandoff's Right to Suspend or Terminate: We reserve the right to suspend, restrict, or terminate your account at any time, with or without cause, with or without notice, including if we believe you have:

• Violated these Terms;
• Engaged in fraudulent, illegal, or harmful activity;
• Provided false or misleading information;
• Initiated unjustified chargebacks;
• Engaged in prohibited conduct (Section 13); or
• Posed a risk to other users, couriers, or the integrity of the Service.

Effect of Termination: Upon termination:

• Your right to access and use the Service immediately ceases;
• Outstanding payment obligations, pending transactions, and disputes remain your responsibility;
• Provisions that by their nature should survive (including Sections 7, 12, 17, 18, 19, 20, and 23) continue in full force and effect; and
• We are not obligated to refund any fees paid prior to termination if termination is for cause.

4. PROHIBITED AND RESTRICTED ITEMS

4.1 Items That May Not Be Handed Off Through SureHandoff

The following items are prohibited and may not be transacted through SureHandoff:

• Illegal, stolen, counterfeit, or unlawfully obtained goods;
• Weapons, firearms, ammunition, explosives, hazardous materials, or flammable materials;
• Drugs, controlled substances, or drug paraphernalia;
• Alcohol;
• Tobacco, e-cigarettes, vaping products, or related accessories;
• Live animals or animal parts;
• Perishable food;
• Human remains, bodily fluids, or biological materials;
• Prescription medications or medical devices requiring a license;
• Cash, currency, or cash equivalents (including cryptocurrency hardware wallets with stored value);
• Gift cards, prepaid cards, or stored-value instruments;
• Financial instruments, securities, or negotiable instruments;
• Government-issued identification, passports, licenses, or official documents;
• Items that a courier could not lawfully possess, transport, or deliver; or
• Any other item that SureHandoff determines, in its sole discretion, poses a legal, safety, or operational risk.

4.2 Seller Confirmation and Consequences

Sellers must confirm when accepting a transaction that the item is not prohibited or restricted and that the item description, photographs, and stated condition are accurate.

Transactions involving prohibited items may be:

• Cancelled without completing the handoff;
• Reported to law enforcement if applicable; and
• Grounds for immediate account suspension or termination and forfeiture of funds.

SureHandoff reserves the right to refuse, cancel, or reverse any transaction involving prohibited items, with or without prior notice.

5. BUYER RESPONSIBILITIES AND OBLIGATIONS

5.1 Buyer Duties

As a buyer using SureHandoff, you agree to:

1. Review Transaction Details: Carefully review the item description, photographs, stated condition, item price, delivery fee, and SureHandoff Protection fee before submitting payment.
2. Provide Accurate Information: Provide an accurate delivery address, contact information, and availability window.
3. Be Available for Delivery: Be reachable and available to accept delivery during the scheduled delivery window. Respond promptly to courier contact attempts.
4. Verify Delivery Properly: Provide the delivery verification code only to the assigned SureHandoff courier at the time of delivery handoff. Do not share the code with anyone else, including the seller.
5. Inspect the Item Promptly: Review the delivered item promptly after handoff.
6. Approve or Report Within the Response Window: Either approve the item as received or report a problem within the response window displayed in your transaction (the response window is determined by Trustap and shown in the SureHandoff application). Failure to respond within the deadline may result in automatic release of funds to the seller.
7. Cooperate in Dispute Resolution: If you report a problem, respond promptly to SureHandoff's requests for information, photographs, or other evidence. Provide truthful and accurate information.

5.2 Prohibited Buyer Conduct

Buyers may not:

• Falsely report problems or claim items were not as described to obtain unwarranted refunds;
• Refuse delivery or approval to coerce sellers into unrelated concessions;
• Abuse the dispute process or SureHandoff Protection;
• Initiate chargebacks without first attempting to resolve the issue through SureHandoff's dispute process (see Section 11); or
• Use SureHandoff to engage in fraudulent, deceptive, or illegal transactions.

5.3 Consequences of Breach

Violation of buyer responsibilities may result in:

• Denial of refund claims or SureHandoff Protection;
• Account suspension or termination;
• Forfeiture of funds or transaction fees;
• Liability for damages caused to sellers, couriers, or SureHandoff; and
• Legal action to recover losses or enforce these Terms.

6. SELLER RESPONSIBILITIES AND OBLIGATIONS

6.1 Seller Duties

As a seller using SureHandoff, you agree to:

1. Confirm the Transaction Promptly: Accept or decline buyer transaction requests in a timely manner.
2. Provide Accurate Item Information: Ensure that the item description, photographs, stated condition, and all other information provided to the buyer are truthful, accurate, and not misleading.
3. Certify Item Eligibility: Confirm that: (a) The item is not prohibited or restricted under Section 4; (b) You have the legal right to sell the item; (c) The item is not stolen, counterfeit, or unlawfully obtained; and (d) The item does not infringe any third-party intellectual property, privacy, or other rights.
4. Provide Accurate Pickup Information: Provide a correct pickup address and realistic availability window.
5. Complete Payout Verification: Complete all identity verification, Know Your Customer (KYC), and payout account setup required by Trustap. Seller proceeds cannot be released until verification is complete.
6. Present the Item for Pickup: Have the agreed item ready for the courier at the scheduled pickup time. Allow the courier to document the item's condition through photographs and video as part of the inspection process.
7. Cooperate in Dispute Resolution: If a buyer reports a problem, respond promptly to SureHandoff's requests for information or evidence. Provide truthful and accurate information.

6.2 Seller Representations and Warranties

By listing an item and accepting a transaction on SureHandoff, you represent and warrant that:

• You are the lawful owner of the item or have authority to sell it;
• The item is accurately described and matches the photographs and stated condition;
• The item is not prohibited, restricted, stolen, counterfeit, or illegal;
• The sale does not violate any applicable law, regulation, or third-party right;
• You will comply with all applicable tax obligations (see Section 12); and
• All information you provide is truthful and accurate.

6.3 Consequences of Breach

Violation of seller responsibilities may result in:

• Transaction cancellation and refund to the buyer;
• Withholding or forfeiture of seller proceeds;
• Account suspension or termination;
• Liability for damages caused to buyers, couriers, or SureHandoff (including personal injury or property damage caused by prohibited, dangerous, or misrepresented items);
• Reporting to law enforcement if applicable; and
• Legal action to recover losses, enforce indemnification, or pursue other remedies.

7. COURIERS AND INDEPENDENT CONTRACTOR CLASSIFICATION

7.1 Couriers Are Independent Contractors

Couriers who accept delivery assignments through SureHandoff are independent contractors, not employees, agents, or representatives of Helyconne Inc. or SureHandoff. Couriers operate their own independent delivery businesses and control the means, methods, and manner of performing delivery services.

7.2 Courier Independence and Control

Couriers:

• Accept or decline delivery assignments at their sole discretion;
• Determine their own routes, schedules, and methods of transportation;
• Provide their own vehicles, equipment, fuel, insurance, and supplies;
• Are free to work for other platforms, customers, or businesses;
• Are not subject to SureHandoff supervision, direction, or control during performance of deliveries beyond the requirement to complete the documented inspection and delivery verification process;
• Are not required to wear SureHandoff uniforms or branding;
• Set their own working hours and availability; and
• Are not entitled to employee benefits, workers' compensation, unemployment insurance, or other employment-related protections.

7.3 Courier Tax and Legal Obligations

Couriers are solely responsible for:

• All applicable federal, state, and local taxes, including self-employment tax and income tax;
• Obtaining and maintaining all necessary business licenses, permits, and registrations;
• Couriers must maintain all vehicle insurance required by applicable law for the vehicle and type of delivery activity they perform. SureHandoff may request proof of legally required insurance as part of courier verification. SureHandoff and Helyconne Inc. do not provide cargo, goods-in-transit, or other insurance covering items being transported. SureHandoff Protection is not insurance.
• Compliance with all transportation, vehicle, and traffic laws; and
• Their own business expenses, including vehicle maintenance, fuel, tolls, and parking.

SureHandoff does not withhold taxes from courier payments. Couriers may receive tax reporting forms (e.g., IRS Form 1099) as required by law.

7.4 Worker Classification Is Fact-Dependent

SureHandoff intends to engage couriers as independent contractors where permitted by applicable law. Worker classification is determined by the actual relationship and the law that applies in the relevant jurisdiction; these Terms do not by themselves determine a courier's legal classification.

Freedom from Control: Couriers may accept or decline assignments, set their own availability, choose their routes and methods of transportation, provide their own vehicles and equipment, and may perform services for other businesses, subject to SureHandoff's transaction-integrity, inspection, safety, and delivery-verification requirements.

Usual Course of Business: Whether courier services fall within or outside SureHandoff's usual course of business is a fact-dependent legal question. SureHandoff operates a technology platform and transaction workflow that coordinates buyers, sellers, payments, courier assignments, documented inspections, delivery verification, and transaction disputes. SureHandoff does not state that any particular statutory test is automatically satisfied.

Independently Established Work: Couriers may operate independently, work for other platforms or customers, set their own schedules, and use their own vehicles and equipment. Where California or another jurisdiction applies an ABC test, delivery-network-company statute, Proposition 22-related framework, or another worker-classification standard, the relationship will be governed by the applicable law and the actual operating facts.

7.5 Courier Payment

Couriers are compensated via Melio, a third-party payment processor, for verified delivery work performed. Payment is made after: (a) The courier completes pickup, documented inspection, and delivery; (b) Delivery is verified through the buyer's delivery code; and (c) The transaction record confirms completion.

7.6 Courier Compensation in Buyer Protection Refunds (Pilot Policy)

During the pilot phase, when a buyer receives a full refund under SureHandoff Protection (including the delivery fee) and the courier correctly completed all required delivery tasks:

• SureHandoff absorbs the courier cost;
• Sellers are not debited for the courier cost; and
• Courier payments are not clawed back.

Exception for Suspected Courier-Caused Loss or Damage: If loss or damage appears to have been caused by the courier's conduct, the transaction is flagged for administrator review, courier compensation is paused pending investigation, and payment is never released automatically. SureHandoff reserves the right to withhold courier payment or seek recovery if courier misconduct is confirmed.

7.7 No Agency Relationship

Couriers are not agents of SureHandoff for purposes of user disputes, transactions, or third-party claims. Couriers do not have authority to bind SureHandoff, make representations on SureHandoff's behalf, or act as SureHandoff's agent in any respect.

7.8 User Acknowledgment

By using SureHandoff, you acknowledge and agree that:

• SureHandoff does not employ, supervise, or control couriers;
• Couriers are independent contractors operating their own businesses;
• SureHandoff is not responsible for courier conduct, performance, delays, loss, damage, or injury (subject to the operational dispute resolution process in Section 10); and
• Your sole remedy for delivery-related issues is the SureHandoff dispute resolution process, not claims against SureHandoff for vicarious liability or respondeat superior.

8. PAYMENTS AND FEES

8.1 Buyer Payment Structure

When a buyer submits payment for a SureHandoff transaction, the total payment includes:

1. Item Price — the price agreed upon between buyer and seller for the item itself;
2. Delivery Fee — the fee charged for courier pickup, inspection, transportation, and delivery, determined based on the pickup and delivery addresses and courier availability (displayed before payment); and
3. SureHandoff Protection Fee — the fee for access to SureHandoff's dispute resolution process, escrow protection, and operational safeguards (see Section 8.2).

8.2 SureHandoff Protection Fee Schedule

The SureHandoff Protection fee is calculated based on the item price (not including delivery) as follows:

Minimum protection fee: $6.99

Maximum protection fee: None

Refundability of the SureHandoff Protection fee depends on the transaction stage and the applicable cancellation, refund, or dispute outcome. A full Buyer Protection refund may include the SureHandoff Protection fee as described in Section 10.3, subject to Trustap's authoritative processing, applicable payment-partner fees, and applicable law. A Protection-fee refund is not treated as complete until the authoritative refund record confirms it.

8.3 Payment Processing by Trustap

All buyer payments, escrow holding, and fund disbursements (including seller payouts and refunds) are processed and held by Trustap, our third-party payment partner. SureHandoff does not hold buyer funds or seller proceeds.

By using SureHandoff, you agree to Trustap's terms and conditions, which are presented and must be accepted in the SureHandoff application before payment. Trustap's terms govern the financial aspects of transactions, including fund holding, release conditions, dispute timelines, and settlement.

8.4 Information Shared with Trustap

To process transactions, SureHandoff shares the following information with Trustap:

• Buyer and seller names;
• Buyer and seller email addresses;
• Transaction amount (item price, delivery fee, SureHandoff Protection fee); and
• Transaction status and outcome (including dispute resolutions).

By using SureHandoff, you consent to this information sharing.

8.5 Seller Payout Conditions

Collection of buyer payment does not mean seller proceeds have been released. Seller proceeds are released only when all of the following conditions are satisfied:

1. Transaction Eligibility: The transaction has been completed, approved, or resolved in the seller's favor;
2. Seller Verification Complete: The seller has completed all identity verification (KYC) and payout account setup required by Trustap;
3. No Active Disputes: Any buyer-reported disputes have been resolved, and no dispute review is pending;
4. No Holds or Flags: No fraud flags, security holds, or administrative reviews are pending;
5. Trustap Settlement Conditions Met: Trustap's own settlement and fund-release requirements have been satisfied (including any holding periods or risk reviews Trustap deems necessary); and
6. Applicable Response Windows Expired: The buyer's window to report problems has closed (if applicable) or the buyer has affirmatively approved the item.

Sellers are responsible for completing verification promptly. Delays in verification delay payout. SureHandoff and Trustap reserve the right to hold funds for fraud prevention, risk management, legal compliance, or dispute resolution.

8.6 Payment Partner Transaction Fees

Trustap may charge transaction processing fees, which may be deducted from refunds, seller payouts, or dispute resolutions as specified in Trustap's terms. SureHandoff does not control these fees.

9. CANCELLATION AND REFUNDS

9.1 Cancellation vs. Refund

Cancelling a transaction and receiving a refund are two separate steps. Cancellation stops the workflow; refund returns the buyer's payment. Not all cancellations result in refunds, and refund eligibility depends on the transaction stage and circumstances.

9.2 Cancellation Before Courier Pickup

Buyer-Initiated Cancellation: Buyers may cancel transactions before courier pickup through the SureHandoff application. Cancelled transactions enter refund review.

Seller-Initiated Cancellation: If a seller declines or fails to confirm a transaction before pickup, the transaction is cancelled and the buyer's payment enters refund review.

9.3 Cancellation After Courier Pickup

Once a courier has taken custody of an item, cancellation or reassignment requires SureHandoff administrator review and approval. Cancellations at this stage may not result in full refunds, depending on the work already performed.

9.4 Refund Review Process

When a paid transaction is cancelled, it enters refund review. SureHandoff reviews: the transaction stage, the reason for cancellation, verified work performed by the courier, Trustap's settlement status, and any applicable fraud or risk flags.

SureHandoff determines the refund amount in its sole discretion, which may be: (a) A full refund; (b) A partial refund; or (c) No refund (if cancellation was due to buyer misconduct or violation of these Terms).

9.5 Refund Execution and Confirmation

Approved refunds are processed by Trustap. The refund status displayed in the SureHandoff application reflects Trustap's authoritative refund record.

A refund is complete only after Trustap confirms the funds have been returned to the buyer's original payment method. Refund timing depends on Trustap's processing and the buyer's bank or payment provider. SureHandoff does not control refund processing speed.

9.6 No Automatic Refunds

Refunds are not automatic. All refund requests require review and approval. Submitting a cancellation or dispute does not guarantee a refund.

10. DISPUTES BETWEEN USERS

10.1 Scope of This Section

This section governs operational transaction disputes between buyers and sellers (e.g., item not as described, item damaged, item not delivered). For legal disputes involving SureHandoff (e.g., claims against SureHandoff for breach of these Terms), see Section 20 (Dispute Resolution, Arbitration, and Class Action Waiver).

10.2 SureHandoff's Role in Transaction Disputes

When a buyer reports a problem with a transaction, SureHandoff acts as the marketplace investigator and decision-maker under our arrangement with Trustap. You agree that SureHandoff has authority to review evidence, determine fault, and direct the financial outcome of the transaction.

10.3 Transaction Dispute Process

Step 1: Buyer Reports Problem: The buyer submits a problem report through the SureHandoff application within the response window displayed for the transaction.

Step 2: SureHandoff Pauses and Reviews: SureHandoff pauses the transaction (preventing automatic fund release) and reviews recorded evidence, transaction history, item descriptions, and any additional information requested from the buyer or seller.

Step 3: SureHandoff Makes Decision: SureHandoff determines the outcome in its sole discretion. Possible outcomes include:

• Full Refund to Buyer — The buyer receives a refund of the item price, delivery fee, and SureHandoff Protection fee, less Trustap's transaction fees. (Pilot policy: SureHandoff absorbs courier cost if courier performed work correctly; see Section 7.6.)
• Full Release to Seller — The seller receives the full item price, less Trustap's transaction fees. The buyer receives no refund.
• Partial Refund / Split — SureHandoff allocates the transaction proceeds between buyer and seller based on proportional fault, condition discrepancies, or other equitable considerations, less Trustap's transaction fees.

Step 4: Trustap Applies Outcome: SureHandoff communicates its decision to Trustap, and Trustap executes the corresponding fund movement. The transaction is complete only after Trustap confirms the outcome.

10.4 Deadlines and Response Windows

The deadline for buyers to report problems and for sellers to respond is set by Trustap and displayed in the SureHandoff application. SureHandoff does not impose separate deadlines. Failure to report or respond within the applicable window may result in automatic fund release or claim denial.

10.5 Finality of Decisions

SureHandoff's transaction dispute decision determines the operational instruction SureHandoff sends to Trustap for that transaction, subject to Trustap's processing, Trustap's terms, and applicable law. A decision recorded in SureHandoff is not itself a movement of funds. This operational process does not waive any right or remedy that cannot lawfully be waived and does not limit rights expressly preserved elsewhere in these Terms or under applicable law.

10.6 Users Must Not Bypass SureHandoff's Process

Users should first use SureHandoff's in-app problem-report and transaction-dispute process so the transaction record and available evidence can be reviewed. Users should not submit duplicate transaction disputes directly to Trustap unless Trustap requires or permits that action under its terms. Nothing in this Section prohibits a user from exercising a non-waivable legal right or using a chargeback, small-claims, arbitration, or other process where available under applicable law or these Terms.

11. CHARGEBACKS

11.1 Chargebacks Handled by Trustap

Chargebacks (buyer disputes filed with their credit card issuer or bank) are handled by Trustap in accordance with Trustap's terms and applicable payment network rules. SureHandoff does not control chargeback outcomes.

11.2 Chargeback Misuse

Chargebacks are not a substitute for knowingly false or abusive claims. If SureHandoff reasonably identifies fraud, deception, or abuse, SureHandoff may take account or transaction action consistent with these Terms and applicable law. SureHandoff may preserve and provide relevant transaction records or evidence to Trustap when requested in connection with a chargeback.

11.3 Right to Contest

Trustap manages the chargeback process under its terms and applicable payment-network rules. SureHandoff may provide transaction evidence to Trustap or another authorized payment participant when requested, but SureHandoff does not control the bank, card-network, or payment-provider decision and does not promise a particular outcome. Any recovery, reversal, fee, or allocation of financial responsibility is subject to Trustap's terms, applicable payment-network rules, and applicable law.

12. TAXES

12.1 User Responsibility for Taxes

You are responsible for taxes imposed directly on you arising from your use of SureHandoff. (a) Sales tax, use tax, and similar transaction taxes: Sellers are generally responsible for determining their own tax obligations; however, in a jurisdiction where SureHandoff is legally treated as a marketplace facilitator, marketplace provider, or similar entity and applicable thresholds are met, SureHandoff may be required to collect, report, or remit sales or use tax on behalf of sellers. Where SureHandoff collects or remits such tax, sellers remain responsible for providing accurate item, pricing, and location information, for sales made outside SureHandoff, and for any registration, filing, recordkeeping, or other tax obligations not assumed by SureHandoff. (b) Sellers remain responsible for income tax imposed on their own sale proceeds. (c) Couriers remain responsible for taxes imposed on their own courier earnings except to the extent withholding or reporting is legally required from another party. (d) Each user remains responsible for other taxes legally imposed on that user.

12.2 SureHandoff Does Not Provide Tax Advice

SureHandoff does not provide tax, legal, or accounting advice. Tax laws vary by jurisdiction and change frequently. You should consult a qualified tax professional to determine your tax obligations.

12.3 Tax Reporting

SureHandoff, Trustap, Melio, or another legally responsible provider may issue tax information returns or other tax documents when required by applicable law. Examples may include Form 1099-K or Form 1099-NEC, depending on the payment flow, recipient, applicable thresholds, and the entity legally responsible for reporting. References to particular forms are examples only and are not a guarantee that a specific form will be issued. SureHandoff will not intentionally duplicate a tax information return that applicable law assigns exclusively to a payment partner or another reporting entity.

12.4 Tax Collection and Remittance Structure

SureHandoff's tax collection, remittance, withholding, and reporting obligations depend on applicable federal, state, and local law and may change as the Service expands. If SureHandoff begins collecting or remitting a tax on behalf of users, SureHandoff will provide notice and update the Service or these Terms as appropriate.

12.5 Indemnification for Tax Failures

You agree to indemnify and hold harmless SureHandoff from claims, penalties, interest, or liabilities arising from your failure to satisfy tax obligations that are legally your own, except to the extent the claim results from SureHandoff's own tax-law violation, reporting error, withholding obligation, worker-classification decision, or other conduct for which SureHandoff is independently responsible under applicable law (see Section 19).

12.6 Marketplace Facilitator Status

SureHandoff's status as a marketplace facilitator, marketplace provider, or similar designation is determined by applicable law and may vary by jurisdiction. Where SureHandoff is legally classified as a marketplace facilitator and applicable thresholds are met, SureHandoff may be required to collect, report, and remit sales or use tax on covered transactions. If that occurs, SureHandoff will provide appropriate notice. Sellers remain responsible for accurate transaction information, required records, sales outside SureHandoff, and tax obligations not assumed by SureHandoff.

13. PROHIBITED CONDUCT

13.1 Prohibited User Actions

In addition to the prohibited items listed in Section 4 and the specific buyer/seller obligations in Sections 5 and 6, you agree not to:

1. Engage in Fraud or Misrepresentation: Provide false information, misrepresent item condition, create fake accounts, impersonate others, or use stolen payment methods.
2. Abuse the Service or Dispute Process: File false dispute claims, abuse SureHandoff Protection or refund policies, initiate unjustified chargebacks, or manipulate transaction outcomes.
3. Interfere with Operations: Interfere with couriers, inspections, or verification processes; refuse to cooperate with investigations; tamper with delivery codes or transaction evidence; or attempt to bypass SureHandoff processes.
4. Use SureHandoff for Illegal Purposes: Engage in money laundering, fraud, or other financial crimes; transact in stolen, counterfeit, or illegal goods; or violate any applicable law.
5. Compromise Security or Access: Access other users' accounts or data; use automated tools (bots, scrapers); reverse engineer the Service; introduce malware; or circumvent security measures.
6. Misuse Intellectual Property: Copy, reproduce, or distribute SureHandoff's content, branding, or software without permission; use SureHandoff trademarks without authorization.
7. Harm Others or the Service: Harass, threaten, defame, or abuse other users, couriers, or SureHandoff personnel; post offensive or harmful content; or damage SureHandoff's reputation.

13.2 Consequences of Prohibited Conduct

Violation of this section may result in: immediate transaction cancellation or reversal; account suspension or permanent termination; forfeiture of funds; reporting to law enforcement; legal action to recover damages and attorneys' fees; and liability for all damages caused to SureHandoff, users, couriers, or third parties.

14. THIRD-PARTY SERVICES AND LINKS

14.1 Trustap Payment Integration

SureHandoff integrates with Trustap for payment processing, escrow holding, and fund disbursement. Trustap is a separate company, and your use of Trustap's services is governed by Trustap's own terms and conditions.

By using SureHandoff, you agree to comply with Trustap's terms. SureHandoff is not responsible for: Trustap's service availability, outages, or errors; Trustap's payment processing delays or failures; Trustap's terms, policies, or fees; or any claims arising from your use of Trustap's services.

14.2 Melio Payment Processing for Couriers

Courier payouts are separate from buyer and seller payments and currently use SureHandoff's approved manual Melio payout process. Melio is not the buyer/seller payment rail. SureHandoff does not store courier bank account, routing, or card details. Melio's own terms govern its processing, and SureHandoff does not control Melio service availability or processing time.

14.3 Other Third-Party Services

SureHandoff may integrate with or link to other third-party services, websites, or platforms. Your use of third-party services is governed by their respective terms and policies. SureHandoff does not endorse, control, or assume responsibility for third-party content, services, or practices.

14.4 No Liability for Third-Party Services

SUREHANDOFF IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR HARM CAUSED BY THIRD-PARTY SERVICES, INCLUDING TRUSTAP, MELIO, COURIERS, OR ANY OTHER THIRD PARTY.

Your sole remedy for third-party service issues is against the third party directly (subject to the operational dispute resolution process in Section 10 for transaction-related courier issues).

15. INTELLECTUAL PROPERTY

15.1 SureHandoff Ownership

SureHandoff and its licensors own all right, title, and interest in and to the Service, including: the SureHandoff website, mobile application, and platform; all software, code, algorithms, and technology; SureHandoff trademarks, logos, trade names, and branding; all content, text, graphics, images, and design elements; and all data, analytics, and insights derived from the Service.

These Terms do not grant you any ownership rights in SureHandoff's intellectual property.

15.2 Limited License to Users

SureHandoff grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose (coordinating protected handoffs), subject to these Terms. This license automatically terminates if you violate these Terms.

15.3 Prohibited Uses

You may not: copy, reproduce, distribute, modify, or create derivative works from the Service; reverse engineer, decompile, or attempt to extract source code; use automated tools to access or collect data; frame, mirror, or replicate any portion of the Service; remove or obscure proprietary notices; use SureHandoff trademarks or branding without permission; or use the Service for any purpose not expressly authorized.

15.4 User Content

By submitting content to SureHandoff (including item photographs, descriptions, reviews, or communications), you grant SureHandoff a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, sublicensable license to use, reproduce, modify, display, distribute, and create derivative works from your content for purposes of operating, improving, and promoting the Service.

You represent and warrant that you own or have the necessary rights to all content you submit and that your content does not infringe any third-party intellectual property or other rights.

16. PRIVACY AND DATA USE

16.1 Privacy Policy

Your use of SureHandoff is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using SureHandoff, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

16.2 Data Shared with Trustap and Melio

To process buyer and seller transactions, Trustap receives the information it needs, including buyer and seller names, email addresses, transaction amounts, and transaction status or outcome. Courier payouts are separate and currently use SureHandoff's approved manual Melio payout process. For courier payout administration, SureHandoff may provide Melio with information needed for that payout, such as the courier's legal name, payout email, phone number, mailing address, payout amount, and payout reference. SureHandoff does not store courier bank account, routing, or card details. Additional details about data handling are described in the Privacy Policy and the applicable provider's own terms.

16.3 Your Responsibilities

You are responsible for: providing accurate and current contact information; maintaining the confidentiality of your account credentials; and reviewing and understanding how your data is used (see Privacy Policy).

17. DISCLAIMERS OF WARRANTIES

17.1 AS IS and AS AVAILABLE

THE SUREHANDOFF SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUREHANDOFF, HELYCONNE INC., AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS (COLLECTIVELY, "SUREHANDOFF PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES REGARDING SERVICE AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, OR ERROR-FREE OPERATION;
• WARRANTIES REGARDING ITEM QUALITY, CONDITION, AUTHENTICITY, LEGALITY, SAFETY, OR CONFORMITY TO DESCRIPTION;
• WARRANTIES REGARDING COURIER PERFORMANCE, TIMELINESS, CARE, OR PROFESSIONALISM;
• WARRANTIES REGARDING TRANSACTION OUTCOMES OR DISPUTE RESOLUTIONS;
• WARRANTIES REGARDING THIRD-PARTY SERVICES (INCLUDING TRUSTAP, MELIO, OR COURIER SERVICES);

17.2 NO INSURANCE

SUREHANDOFF AND HELYCONNE INC. DO NOT CARRY CARGO OR GOODS-IN-TRANSIT INSURANCE FOR ITEMS TRANSPORTED THROUGH THE SERVICE.

Couriers must maintain all vehicle insurance required by applicable law for the vehicle and type of delivery activity they perform. SureHandoff may request proof of legally required insurance as part of courier verification. SureHandoff and Helyconne Inc. do not provide cargo, goods-in-transit, or other insurance covering items being transported. SureHandoff Protection is not insurance.

If an item is lost, damaged, stolen, or materially different from the agreed transaction, available remedies may include the documented inspection record, the operational dispute process in Section 10, any insurance actually maintained by a responsible party, and any rights available under applicable law. SureHandoff does not guarantee that a courier carries cargo or goods-in-transit insurance.

SUREHANDOFF IS NOT AN INSURER AND DOES NOT GUARANTEE RECOVERY FOR LOST, DAMAGED, OR STOLEN ITEMS.

17.3 No Warranties Regarding Users or Third Parties

SureHandoff does not warrant or guarantee: the identity, trustworthiness, or conduct of buyers, sellers, or couriers; the accuracy of information provided by users; the legality, safety, or quality of items transacted through the Service; or the performance or availability of Trustap, Melio, or other third-party services.

17.4 Limitation on Disclaimer

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the disclaimers above are limited to the maximum extent permitted by law, and any implied warranties are limited in duration to the minimum period required by law.

17.5 Risk Acknowledgment

YOU ACKNOWLEDGE AND AGREE THAT YOU USE SUREHANDOFF AT YOUR OWN RISK.

You are solely responsible for evaluating the suitability, legality, and safety of transactions and for relying on the documented inspection and dispute resolution processes rather than on any warranties from SureHandoff.

18. LIMITATION OF LIABILITY

18.1 LIABILITY CAP

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE EXCEPTIONS BELOW, THE TOTAL LIABILITY OF THE SUREHANDOFF PARTIES FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

(A) ONE HUNDRED DOLLARS ($100); OR

(B) THE TOTAL SUREHANDOFF FEES PAID BY YOU TO SUREHANDOFF IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions to the Liability Cap:

The cap does not apply to SureHandoff's fraud, intentional misconduct, or willful injury;

The cap does not apply to gross negligence causing personal injury, death, or property damage to the extent applicable law prohibits such limitation;

The cap does not apply to personal injury or death claims where applicable law prohibits a contractual limitation;

The cap does not apply to statutory or consumer-protection rights that cannot legally be waived or limited;

The cap does not apply where applicable law otherwise prohibits the limitation; and

The cap does not reduce an express payment or refund obligation that SureHandoff has specifically undertaken under these Terms.

18.2 EXCLUDED DAMAGES

IN NO EVENT SHALL THE SUREHANDOFF PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;
• LOSS OF DATA OR INFORMATION;
• LOSS OF USE OR COST OF SUBSTITUTE SERVICES;
• PROPERTY DAMAGE OR LOSS (INCLUDING LOSS, DAMAGE, OR THEFT OF ITEMS IN TRANSIT);
• PERSONAL INJURY, EMOTIONAL DISTRESS, OR PAIN AND SUFFERING;
• REPUTATIONAL HARM OR DAMAGE TO GOODWILL; OR
• ANY OTHER INDIRECT OR CONSEQUENTIAL DAMAGES,

EVEN IF THE SUREHANDOFF PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The exclusions in this Section 18.2 do not apply to the extent a claim arises from SureHandoff's fraud, intentional misconduct, willful injury, or gross negligence; where applicable law prohibits the exclusion; or for claims expressly preserved by the exceptions in Section 18.1.

18.3 Scope of Limitations

To the maximum extent permitted by law, the limitations in this Section 18 apply to claims based on breach of contract, breach of warranty, ordinary negligence, strict liability, or other legal or equitable theories, except that they do not apply to the extent a claim arises from SureHandoff's fraud, intentional misconduct, willful injury, gross negligence where limitation is prohibited, or a non-waivable right under applicable law.

18.3A Personal Injury and Property Damage

Nothing in these Terms excludes or limits liability for personal injury, death, or property damage to the extent such liability cannot legally be excluded or limited. SureHandoff remains responsible for its own direct conduct to the extent required by applicable law. Subject to those non-waivable obligations, SureHandoff is not responsible for loss or damage caused solely by independent users, couriers, payment providers, or other third parties.

18.4 Multiple Claims

THESE LIMITATIONS APPLY IN THE AGGREGATE TO ALL CLAIMS.

Filing multiple claims does not increase the liability cap. The total cumulative liability of the SureHandoff Parties across all claims and transactions is subject to the cap in Section 18.1.

18.5 No Liability for Third-Party Conduct

THE SUREHANDOFF PARTIES ARE NOT LIABLE FOR THE ACTS, OMISSIONS, CONDUCT, OR PERFORMANCE OF:

• Buyers, sellers, or other users;
• Couriers or other independent contractors;
• Trustap, Melio, or other third-party service providers;
• Third-party websites or platforms; or
• Any other third party.

Your sole remedy for third-party conduct is against the third party directly (subject to the operational dispute resolution process in Section 10 for transaction-related issues).

18.6 No Liability for Item Loss, Damage, or Delay

SUREHANDOFF IS NOT LIABLE FOR ANY LOSS, DAMAGE, DELAY, THEFT, MISDELIVERY, OR CONDITION DISCREPANCIES INVOLVING ITEMS TRANSACTED THROUGH THE SERVICE.

Your sole remedies are: the documented inspection process; the operational dispute resolution process (Section 10); any insurance carried by the courier (if applicable); and claims against the responsible party directly.

18.7 Essential Purpose

THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND SUREHANDOFF.

SureHandoff would not provide the Service without these limitations. You acknowledge that the fees charged by SureHandoff reflect this allocation of risk.

18.8 Limitation on Limitation

Some jurisdictions do not allow the exclusion or limitation of liability for certain damages. In such jurisdictions, the SureHandoff Parties' liability is limited to the maximum extent permitted by law.

If any portion of this limitation of liability is found invalid or unenforceable, the SureHandoff Parties' liability shall be limited to the maximum extent permitted, and the remainder of this Section 18 shall remain in full force and effect.

18.9 Sole and Exclusive Remedy

THE REMEDIES SET FORTH IN THESE TERMS (INCLUDING THE OPERATIONAL DISPUTE RESOLUTION PROCESS IN SECTION 10) ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS RELATED TO THE SERVICE.

19. INDEMNIFICATION

19.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless the SureHandoff Parties from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or related to:

1. Your breach or violation of these Terms;
2. Your use or misuse of the Service;
3. Your violation of any law, regulation, or third-party right;
4. Items you list, sell, purchase, or deliver through SureHandoff, including claims of: product defect, personal injury, or property damage; misrepresentation, fraud, or breach of warranty; intellectual property infringement; privacy violations or misuse of personal information; illegal, stolen, counterfeit, or prohibited items;
5. Disputes, conflicts, or interactions between you and other users, couriers, or third parties;
6. Your failure to satisfy tax obligations that are legally your own, excluding taxes, withholding, reporting, worker-classification, or other obligations for which SureHandoff is independently responsible under applicable law;
7. Inaccurate, false, or misleading information you provide to SureHandoff, other users, or third parties;
8. Your violation of any third-party terms (including Trustap or Melio terms);
9. Any other act or omission by you in connection with the Service that gives rise to a third-party claim and is attributable to your conduct.

19.2 Defense and Control

SureHandoff reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such cases: you agree to cooperate fully with SureHandoff's defense; you may not settle, compromise, or admit liability for any claim without SureHandoff's prior written consent; and SureHandoff's assumption of defense does not relieve you of your indemnification obligations.

19.3 Notice

You agree to promptly notify SureHandoff of any claim that may trigger your indemnification obligations. Failure to provide timely notice does not relieve you of your indemnification obligations unless SureHandoff is materially prejudiced by the delay.

19.4 Survival

Your indemnification obligations survive termination of these Terms and your use of the Service.

19.5 Limitations on Indemnification

You are not required to indemnify SureHandoff for SureHandoff's own fraud, intentional misconduct, gross negligence, or violation of law; worker-classification or employment-practice claims arising from SureHandoff's own decisions; SureHandoff's own tax-reporting, withholding, or marketplace-facilitator violations; claims arising from SureHandoff's technology, platform failures, data breaches, or service defects except to the extent caused by your conduct; claims for which indemnification is prohibited by law or contrary to public policy; or third-party conduct not attributable to you. Nothing in this Section 19 requires you to waive a non-waivable statutory right or indemnify SureHandoff for conduct for which SureHandoff is independently liable under applicable law.

20. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

THIS SECTION CONTAINS IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ CAREFULLY.

BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES WITH SUREHANDOFF THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE PROCEEDINGS.

20.A Governing Law and Venue

Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to conflicts-of-law principles, except that this choice of law does not deprive a consumer of mandatory protections that cannot be waived under the law that would otherwise apply. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in Section 20.C to the extent applicable.

Venue for Litigation: Any litigation not subject to arbitration may be brought in the courts specified by applicable law. To the extent legally permitted, the parties consent to the state or federal courts located in Delaware, but this venue provision does not override a mandatory consumer venue right that cannot be waived.

20.B Informal Dispute Resolution

Before initiating arbitration or litigation, the parties agree to attempt to resolve disputes informally:

Notice: You must send written notice to SureHandoff describing the dispute and the relief sought. Send notice by email to support@surehandoff.com or through the SureHandoff support portal at https://surehandoff.com/support.

Negotiation Period: The parties agree to negotiate in good faith for sixty (60) days after notice is received. If the dispute cannot be resolved within that period, either party may proceed to arbitration or (if applicable) litigation.

No Waiver: Failure to resolve a dispute informally does not waive your right to arbitrate or litigate, nor does it constitute a breach of these Terms.

20.C Mandatory Arbitration

Agreement to Arbitrate: Except as provided in the Small Claims Exception and Opt-Out provisions below, you and SureHandoff agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Service, or your relationship with SureHandoff (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (available at www.adr.org).

Arbitration Procedure:

• Arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules.
• Arbitration shall take place in Delaware or your county of residence (your choice).
• The arbitrator may award the same damages and relief as a court, but only in favor of the individual party seeking relief (consistent with the Class Action Waiver in Section 20.D).
• The arbitrator's decision is final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction, subject to limited judicial review under the Federal Arbitration Act.

Fees and Costs:

• Each party will bear its own attorneys' fees and costs unless applicable law or the arbitrator permits or requires a different allocation.
• AAA filing fees and arbitrator compensation will be allocated under the AAA Consumer Arbitration Rules and applicable law. A consumer will not be required to pay arbitration filing or administrative fees exceeding the amount the consumer would be required to pay to commence a comparable court action, unless applicable law permits otherwise.
• SureHandoff will timely pay any arbitration fees that the applicable rules or law require SureHandoff to pay. If a consumer demonstrates an inability to pay a required consumer portion, SureHandoff will consider or honor any fee-waiver or fee-reduction procedure required by the arbitration provider or applicable law. Failure to timely pay arbitration fees will have the consequences provided by applicable law and the governing arbitration rules.

Small Claims Court Exception: Either party may bring an individual action in small claims court (rather than arbitration) if the claim qualifies for small claims court jurisdiction and remains in small claims court. If the claim is removed or appealed to a court of general jurisdiction, the arbitration requirement applies.

Opt-Out Right: You may opt out of the arbitration requirement by sending written notice to SureHandoff within thirty (30) days of first accepting these Terms. The opt-out notice must include your name, address, email address, and a clear statement that you are opting out of the arbitration provision.

Send opt-out notices by email to support@surehandoff.com with the subject line "Arbitration Opt-Out."

Opting out of arbitration does not affect any other provision of these Terms. If you opt out, disputes will be resolved in the Delaware courts as provided in Section 20.A.

20.D CLASS ACTION WAIVER

ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER SIMILAR PROCEEDING.

YOU AND SUREHANDOFF EXPRESSLY WAIVE THE RIGHT TO:

• Participate in a class action, class arbitration, or any representative or collective proceeding;
• Act as a class representative or private attorney general;
• Consolidate your claims with the claims of any other person; or
• Seek relief that affects any person other than yourself.

The arbitrator may not consolidate claims of multiple parties or conduct any form of class, collective, or representative arbitration.

Severability of Class Action Waiver: If a court or arbitrator finds the class action waiver unenforceable as to a particular claim or request for relief, that claim or request for relief shall be severed and proceed in court (not arbitration), but all other claims shall remain subject to arbitration. If this severability provision is found unenforceable, the entire arbitration agreement (Section 20.C) is void, but all other Terms remain in effect.

Jury Trial Waiver: TO THE EXTENT ALLOWED BY LAW, FOR CLAIMS THAT PROCEED IN COURT RATHER THAN ARBITRATION, YOU AND SUREHANDOFF KNOWINGLY, VOLUNTARILY, AND MUTUALLY WAIVE ANY RIGHT TO A JURY TRIAL, EXCEPT WHERE THAT RIGHT CANNOT LEGALLY BE WAIVED.

20.E Severability

If any portion of this Dispute Resolution section (Section 20) is found invalid, illegal, or unenforceable, the remainder shall be enforced to the fullest extent permitted by law. Specifically: If the arbitration provision is found unenforceable, disputes shall be resolved in the Delaware courts as provided in Section 20.A, and the remainder of these Terms remains in effect. If the class action waiver is found unenforceable, the arbitration provision is void as to claims that cannot be waived (those claims proceed in court), but arbitration remains enforceable for all other claims.

20.F Time Limit for Claims

To the extent permitted by law, both you and SureHandoff must bring a claim arising out of or related to these Terms or the Service within one (1) year after the claim accrues.

This one-year period does not shorten a limitations period that applicable law prohibits the parties from shortening, does not apply to claims for which a longer non-waivable period is required, and is tolled during any mandatory informal-dispute process or other period in which applicable law requires tolling.

A claim generally accrues when the claimant knew or reasonably should have known the facts giving rise to the claim, subject to any different accrual rule required by applicable law. For example, a transaction-related claim may accrue when the relevant transaction event or loss occurs, and an account-termination claim may accrue when the termination occurs.

21. TERMINATION AND SUSPENSION

21.1 Your Right to Terminate

You may terminate your SureHandoff account at any time by contacting SureHandoff support. Termination does not relieve you of obligations incurred prior to termination, including: outstanding payment obligations; pending transactions or disputes; indemnification obligations (Section 19); liability for past conduct; and survival provisions (Section 21.4).

21.2 SureHandoff's Right to Suspend or Terminate

SureHandoff reserves the right to suspend, restrict, or terminate your account or access to the Service at any time, with or without cause, with or without prior notice, including (but not limited to) if: you violate these Terms; you engage in fraudulent, illegal, harmful, or prohibited conduct; you provide false or misleading information; you abuse the dispute process or initiate unjustified chargebacks; you pose a risk to other users, couriers, or the integrity of the Service; we are required to do so by law or court order; or we determine, in our sole discretion, that continued access is not in SureHandoff's best interests.

Suspension or termination may be temporary or permanent, and may include: disabling your ability to create new transactions; cancelling pending transactions; withholding or forfeiting funds (subject to applicable law and payment partner terms); reporting to law enforcement or regulatory authorities; or pursuing legal remedies.

21.3 Effect of Termination

Upon termination or suspension: your right to access and use the Service immediately ceases; SureHandoff may delete your account data (subject to legal retention obligations and the Privacy Policy); you remain liable for all obligations incurred prior to termination; SureHandoff is not obligated to refund any fees paid prior to termination if termination is for cause; and outstanding transactions and disputes will be resolved in accordance with these Terms and Trustap's settlement process.

21.4 Survival

The following provisions survive termination of these Terms or your account: Section 7 (Courier Classification); Section 12 (Taxes); Section 15 (Intellectual Property); Section 17 (Disclaimers of Warranties); Section 18 (Limitation of Liability); Section 19 (Indemnification); Section 20 (Dispute Resolution, Arbitration, and Class Action Waiver); Section 21.4 (Survival); and Section 23 (General Provisions).

Any other provision that by its nature should survive (including payment obligations, dispute resolutions, and liability for past conduct) shall survive termination.

22. MODIFICATIONS TO TERMS

22.1 Right to Modify

SureHandoff may modify, update, or replace these Terms from time to time. Changes will be categorized as Non-Material or Material and handled as described below, subject to applicable law and the acceptance mechanism then available in the Service.

22.2 Non-Material Changes

Non-Material Changes include clarifications, corrections, contact information updates, minor operational changes, formatting improvements, or other changes that do not substantively alter your rights or obligations.

Notice and Acceptance:

• SureHandoff will notify you of non-material changes via email or in-app notification.
• The updated Terms will become effective thirty (30) days after notice is sent.
• Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

Right to Terminate: If you do not agree to non-material changes, you may terminate your account before the effective date.

22.3 Material Changes

Material Changes include changes that substantively affect your rights or obligations, such as fee increases or changes to the fee structure; changes to arbitration, dispute resolution, or class action waiver terms; changes to liability limitations, warranties, or indemnification; changes to service scope, eligibility, or transaction limits; or other changes SureHandoff identifies as material.

Notice and Acceptance for Material Changes:

• SureHandoff will provide notice of material changes and, where required by applicable law or specified in the notice, may require affirmative acceptance (for example, by selecting an "I Agree" control) before you continue using affected features or create new transactions.
• If affirmative acceptance is required and you do not accept the updated Terms, access to affected features or the ability to create new transactions may be limited.
• Existing pending transactions generally remain subject to the terms and provider conditions applicable when they were created, unless a change is required by law, required by a payment or service provider, or reasonably necessary to protect users or the Service.

Right to Terminate: If you do not agree to material changes, you may terminate your account. Termination does not relieve you of obligations related to transactions already in progress.

22.4 Effective Date

The effective date at the top of this document will be updated with each modification. It is your responsibility to review the Terms periodically.

22.5 No Other Modifications

These Terms may only be modified by SureHandoff as described in this section. No other party (including users, couriers, or customer support representatives) has authority to modify these Terms.

23. GENERAL PROVISIONS

23.1 Entire Agreement

These Terms, together with the Privacy Policy and Trustap's terms and conditions (which you accept separately in the SureHandoff application), constitute the entire agreement between you and SureHandoff regarding the Service. They supersede all prior or contemporaneous agreements, understandings, representations, or communications (whether written or oral) regarding the subject matter.

23.2 Severability

If any provision of these Terms is found by a court or arbitrator to be invalid, illegal, or unenforceable, the remainder of these Terms shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable, or (if modification is not possible) severed entirely.

23.3 Waiver

SureHandoff's failure or delay in enforcing any provision of these Terms does not constitute a waiver of that provision or any other provision. No waiver by SureHandoff shall be effective unless made in writing and signed by an authorized representative of SureHandoff. A waiver of any breach or default does not constitute a waiver of any subsequent breach or default.

23.4 Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations under these Terms without SureHandoff's prior written consent. Any attempted assignment in violation of this section is void.

SureHandoff may assign these Terms (in whole or in part) without your consent: to an affiliate or subsidiary; in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of SureHandoff's assets; or to any successor entity.

These Terms bind and benefit the parties and their permitted successors and assigns.

23.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and SureHandoff (and SureHandoff's successors and assigns). No third party (including other users, couriers, Trustap, Melio, or any other person) has any right to enforce or benefit from these Terms. This section does not limit your indemnification obligations in Section 19.

23.6 Force Majeure

SureHandoff is not liable for any failure or delay in performance due to circumstances beyond its reasonable control, including: acts of God, natural disasters, pandemics, or public health emergencies; war, terrorism, civil unrest, or government action; labor disputes, strikes, or lockouts; failure of third-party services; power outages, telecommunications failures, or cyberattacks; or any other event beyond SureHandoff's reasonable control.

During a force majeure event, SureHandoff's obligations are suspended for the duration of the event, and performance deadlines are extended accordingly.

23.7 Electronic Communications

By using SureHandoff, you consent to receive communications from us electronically, including via email, in-app notifications, or posting on the SureHandoff website. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

You are responsible for maintaining accurate contact information and for checking your email and SureHandoff notifications regularly.

23.8 Notices to SureHandoff

Unless applicable law requires another method, notices to SureHandoff under these Terms (including dispute, opt-out, and other legal notices) may be sent electronically to:

Email: support@surehandoff.com

Public mailing contact: Helyconne Inc. d/b/a SureHandoff, Jersey City, NJ 07305, United States

Notices are effective as provided by applicable law and these Terms. SureHandoff may designate an updated legal-notice method or address in the Service or in a later version of these Terms.

23.9 Notices to You

SureHandoff may provide notices to you by: posting on the SureHandoff website or in the application; sending email to the address associated with your account; or sending in-app notifications.

You are responsible for keeping your contact information current. Notices sent to the email address on file are deemed received, whether or not you actually receive or read them.

23.10 Interpretation

Headings and section titles are for convenience only and do not limit or interpret the provisions. The words "including," "e.g.," and "such as" are illustrative and not limiting. References to "days" mean calendar days unless otherwise specified. References to "writing" or "written" include electronic communications.

23.11 Language

These Terms are drafted in English. If these Terms are translated into any other language, the English version controls in the event of any conflict or inconsistency.

23.12 Relationship of the Parties

You and SureHandoff are independent contracting parties. These Terms do not create a partnership, joint venture, employment, agency, or fiduciary relationship. Neither party has authority to bind the other or make commitments on the other's behalf.

23.13 Survival

Provisions that by their nature should survive termination of these Terms (including Sections 7, 12, 15, 17, 18, 19, 20, 21.4, and 23) shall survive and remain in full force and effect.

24. CONTACT INFORMATION

If you have questions, concerns, or disputes regarding these Terms or the SureHandoff Service, please contact SureHandoff support:

Email: support@surehandoff.com

Mailing Contact: Helyconne Inc. d/b/a SureHandoff, Jersey City, NJ 07305, United States

Support Portal: https://surehandoff.com/support

For legal notices (including dispute notices, opt-out notices, DMCA notices, and subpoenas), use the mailing address provided in Section 23.8.

For transaction-specific questions or disputes, use the support contact information displayed in the SureHandoff application.

― END OF TERMS AND CONDITIONS ―